PROPOSED SETTLEMENT CONTRACT NO. GA-1853

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP66B00728R000400040035-4
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 72
• Document Creation Date: December 12, 2016
• Document Release Date: March 7, 2002
• Sequence Number: 35
• Publication Date: March 29, 1965
• Content Type: STATEMENT

25X1A
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,
REPORT OF INVENTIONS AND SUBCONTRACTS 1F0m
(Pursuant to "Patent Rights" Contract Clause)
Approved
Budget Bureau No. 22-R160
INSTRUCTIONS TO
This form may be used for INTERIM and FINAL reports, and
when used shall be completed and forwarded to the Contracting
Officer in triplicate.
An INTERIM report shall be submitted at least every twelve
months, commencing with the date of the contract, and should
include only those inventions and subcontracts for which corn-
plete information has not previously been reported.
CONTRACTOR
A FINAL report shall be submitted as soon as practicable
after the work under the contract is complete and shall in-
elude (a) a summary of all inventions required by the contract
to be reported, including all inventions previously reported
and any inventions since the last INTERIM report; and (b)
any required information for subcontracts which has not pre-
viously been reported.
I. NAME AND ADDRESS OF CONTRACTOR
2. CONTRACT NUMBER
I
GA-1853
Nt
3. TYPE OF REPORT (check one)
I la. INTERIM I XII'. FINAL
SECTION I - INVENTIONS ("Subject Inventions" required to
be reported by the "Patent Rights" clause)
4. INVENTION DATA (check one)
Fla a. THERE WERE NO INVENTIONS WHICH REASONABLY APPEAR TO BE PATENTABLE
I lb. LISTED BELOW ARE INVENTIONS WHICH REASONABLY APPEAR TO BE PATENTABLE. ANY INVENTION DISCLOSURES WHICH
HAVE NOT BEEN PREVIOUSLY SUBMITTED TO THE CONTRACTING OFFICER ARE ATTACHED TO THIS REPORT.
(0
NAME OF INVENTOR
(10
TITLE OF INVENTION
(00
PATENT
APPLICATION
SERIAL NUMBER
AND CONTRAC-
TOR'S DOCKET NO.
(IV)
CONTRACTOR
HAS FILED
OR WILL FILE
U.S. PATENT
APPLICATION
(v)
CONFIRMATORY
LICENSE OR
ASSIGNMENT HAS
BEEN FORWARD-
ED TO CONTRAC-
TING OFFICER
YES
NO
YES
NO
N/A
?
SECTION II - SUBCONTRACTS (Containing a 'Patent Rights" clause)
5. LISTED BELOW IS INFORMATION REQUIRED BUT NOT PREVIOUSLY REPORTED FOR SUBCONTRACTS. al not applicable, wrieeNone".)
(i)
NAME AND ADDRESS OF SUBCONTRACTOR
00
SUBCONTRACT NUMBER
WO
DATE CLAUSE
FURNISHED TO CON'
TRACTING OFFICER
(1v)
DATE
SUBCONTRACT
COMPLETED
N/A
25X1A
SECTION III - CERTIFICATE
CONTRACTOR CERTIFIEA THAT THIS REPORT OF INVENTIONS AND SUBCONTRACTS, INCLUDING ANY ATTACHMENTS,
IS CORRECT TO THE BEST OF THE CONTRACTOR'S KNOWLEDGE AND BELIEF.
DATE
31 March1965
NAME AND TITLE OF AUTHORIZED OFFICIAL (Print or Type)ISIGNiqURE .4 .
.
D DI Ft40012vM55 8
? I
. _ _ . ... _._ ______ ----- ____ .___ .____ .
pprove or e ease UUIUbI11 . - -
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25X1A Bitio Agreement No.1-133(657)-513 7
25X1A
Initiator:
Vlef/ASKPC
AFSC Aeronautical Systems Division
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25X1A
eL Agit
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- /
Cont-lielmbureement Dud? Agreement with
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STATI NTL
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Basic Agreement No. AF 33( 1) - 5117
BASIC AGREEMENT BETWEEN THE UNITED STATES AIR FORCE AND
is memorandum agreement made this 10th day of May __1963 which
eplaces and supersedes Basic A,reement AF 33(657)-5048 without retroactive'effert
has for its purpose simplificktion and increased efficiency in the negotiation and
execution of Cost- imbursement Contracts
between' L____ STATINTL
a corporation incorporated under the laws of the State of NW YORK
The Terms and provisions of Sections A, B, C, D and E hereinafter set forth have
been agreed upon by the parties hereto. The clauses set forth in Section A are
mandatory clauses. The clauses set forth in Section B, and provisions of Section
C, D and E are for mutual selection as applicable to each contract. Contracts executed
after the date hereof and prior to the termination hereof shall refer to all clauses
and pm7isions of this agreement applicable to the contract and by such reference
incorporate the same. Such contracts shall consist of the incorporated clauses and
provisions, and any additional clauses and provisions which may be specifically set
forth kr, such contracts.
This agreement may be terminated in its entirety by either party upon thirty (30)
days notice in writing to the other party. This agreement may be terminated by the
Government at any time if the parties fail to agree upon any deletion, modification or
addition to this agreement which is required by statute, executive order, or the Armed
Services Procurement Regulation. No deletion, modification or addition to, or termination
of, this agreement shall affect any contracts theretofore entered into between the
parties in which this agreement has been incorporated by reference.
This agreement shall be reviewed as a minimum annually on the anniversary of its
effective date and revised to conform with all requirements of the Armed Services
Procurement Regulation and any additional provisions, including applicable provisions
of the Air Force Procurement Instruction, as mutually agreed to by the parties. Such
revisions shall be evidenced by Supplemental Agreements hereto.
This agreement shall not be referred to by the Contractor in bids submitted in
response to advertised invitations nor become a part of any contract placed through
the process of formal advertisement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
end year first above written:
STATI NTL
A
UNITED STATES OF AMERFA
BY
A
F_STATINTL
mxwAW.1440.
eration
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INDEr
Clause gEb-TrON I DM
T7---- Definitions I
2. Changes 1
3. Limitation of Cost 1
)
d? Allowable Cost, Fixed Fee and Payment 2,3
,. Inspection of Supplies and Correction of Defects 3
6. Examination of Records 4
7. Stibcontracts 4,5
8. Utilization of Snell Business Concerns 5
9. Utilization of Concerns in Labor Surplus Areas 5
10. Ternination 5,6,7
11, Excusable Delays 7
Disputes 7
1J. Buy American Act 7,8
11
Government Property 8,9,10
15. Insurance - Liability to Third Persons 10
16, Military Security Requirements 10,11
17. Authorization and Consent 11
18. Notice and Assistance Regarding Patent and Copyright Infringement 11
19. Filing of Patent Applications 11
20, Convict Labor 12
21. Walsh - Healey Public Contracts Act 12
22, Work Hours Act of 1962 - Overtime Compensation 12B
21. Payment for Overtime and Shift Premiums 12
24. Nondiscrimination in Employment 12,12A
-t.,. Notice to the Government of Labor Disputes 12A
26, Priorities, Allocations and Allotments 13
27. Renegotiation 13
28. Assignment of Claims 13
29. Officials Not to Benefit 13
30. Covenant Against Contingent Fees 13
31, Gratuities 13
32. Shipments 14
33. Data- Withholding of Payment 14
34. Superseding Specifications 114
35. Quality Control System 15
36. Government Bill of Lading 15
37. Financial Management Report 15
38. Limitation on Withholding of Payments 15
39. General Services Administration supply Sources 1.5
40. Interest 15
41. Competition in Subcontracting 15
42. Audit and Records 16,17
43. Price Reduction for Defective Cost or Pricing Data 18
44. Subcontractor Cost and Pricing Data 19,20
45. Negotiated Overhead Rates 21
46. Refunds22
. .
47. SupplemAnttl Provisions - Government Property 22
48. Additional Provisions Concerning Payment of Allowable Costs 22
49. Allowable Costs 22,23
B AF 33(657)-5117
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,
Ak Alb
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clause raw.
117i Patent lights (Lidense). 25;26.
1%2 Patent Bights (Licenes)(Space) 27,28
1,44 29
..3,5 Data 30
:71,6 Data 31
P,7 Data 32
P,8 Authorization and Consent 33
11.9 Excese Profit 33
B.10 Bailment 34
B.11 Bailment - 34
B.12 Bailment (For Vie in Letter Contracts Only) 34
B.13 Facilities 35
8.14 night Maki 36
B.15 Use Of-Government Facilities on a No-Charge Deal 37
8.16 Modification of Paregrephs (d) of Clause DAS and (c) of Clause
1.1? 38
B.17 Ile -Of GoVernmentFloilities on a No-Charge Basis 39
13.18 ?Chinges to Mice-orbw PAW= 40
Et .19 Safety and Accident Prevention 140
B.20 Safety Precettions for Dangerous Materials 41
.B.21 latice of lidioaotiee Materials41
Bar ,Cnt Iistabtitellent (Tor Use in *latter Contracts Only) .42
8.23 Soviet-Controlled Areal 42
B.24 A1101'161. Cost, Incentive Fee, and ?spent 43,44
B.25 Modification of Clause 1.24 (i) (P44) 45
8.26 Modification of Clause D.24 (i) P-V Cost Variance Levels 45
B.27 Modification of Clause A.6 (a)(4) 46
8.28 /hipeOtion 46
B.29 LinitatiOn. of Government's Cbligation 47,48
B.30 &all Business Sabcontracting Progrem 49,5o
B.31 Material inspection and liceeiving Deport 51
B.32 Fmrhishing of Pricing Information 51
B.33 Step IfOrk Order - 52
B.34 ?Frograii Progress 'Reporting acquiraients 53
B.35 .Duty-Free Entry - . Canadian !applies 54
8.36 Certificate a Conformance 55
8.37 labor Shrolue.Area Subcontracting Prograa 56
8.38 Tm)ntid. ' 57
8.39 Security Bequirementa (For Use in Letter Contracts Only). 57
B.40 Security DOquirments (Definitive Contract). 57.
B.41 Contract Neither Identification on Dote . . 57
8.42 Schedule Provision lalating to the Clause Hereof Entitled Mate' 57
B.43 lblease of News Information ? 57
B.44 lelealie of Management inferastion 58
B.45 Financial Management Report 58
8,16 y,,,9ii.,.., :..! -H.- ,T.,1..i.ti,ro.tion. Contrevt
AF 33(657)-5117
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1
C.!.Y4Pc ?PIM
C
Letter Contmet .ercvivar- t-Reitabursement
ITVTION
Provisi,,n5 .ror Fe,Anren anti Develsmerlt Contracts
3gerfq. g
Addi tional T icrz
6263
033 (657 -5317
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GENERAL PROVISIONS
COST REIMBURSEMENT
SECTION A
Except as otherwise provided in applicable clauses of other Sections hereof the following clauses shall be deernee
to be incorporated in and form a part of every contract placed by the United States Air Force with the Contractor
whenever such instrument or document states that this Basic Agreement applies.
1. DEFINITIONS. (Feb. t962'i
As used throughout this contract, the following terms shall have the meanings set forth below:
((a) The term "head of the agency" or "Secretary" means the Secretary, the Under Secretary, or any Assist-
ant Secretary, or any other head or assistant head of the executive or military department or other 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 head of the agency or the Secretary,
b) The term "Contracting Officer" means the person executing this contract on behalf of the Government,
and any other officer or civilian employee who is a properly designated Contracting Officer; and the term includes,
except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within
the limits of his authority.
(e) Except as otherwise provided in this contract, the term "subcontracts" includes purchase orders under
this contract.
(d) The term "this contract" wherever appearing herein, shall be deemed to mean the contractual instrle,nt
in whiclii the terms, of this Basic Agreement aria ineornerated by raferance exceot rat tb.e rm oc.rz,T.,
tract appearing in uiause 4ka)kiAii), 'uzause 4vP 9 WAUSe 4, 9 clausett lause
(e) The term "the Schedule" wherever appearing herein, shall be deemed to mean the Schedule appearing in
the contractual instrument in which the terms of this Basic Agreement are incorporated by reference.
(ASPR 7-203.1 (60 Ed.) revised 15 Feb. 1962 (ASPR Rev. No. 7) except (d) and (e) added thereto)
2. CHANGES (Jan. 1958)
The Contracting Officer may at any time, by a written order, and without notice to the sureties, if any, make
changes, within the general scope of this contract, in any one or more of the following: (i) drawings, designs, or
specifications, where the supplies to be furnished are to be specially manufactured for the Government in accord-
ance therewith; (ii) method of shipment or packing; (iii) place of delivery; and (iv) the amount of Government,-
furnished property. If any such change causes an increase or decrease in the estimated cost of, or t h e time re-
quired for the performance of any part of the work under this contract, whether changed or not changed by any
such order, or otherwise affects any other provision of this contract, an equitable adjustment, shall be made (i;
in the estimated cost or delivery schedule, or both, (ii) in the amount of any fixed fee to be paid to the Contractor,
and fill) in such other provisions of the contract as may be so affected, and the contract shall be modified in
writing accordingly. Any claim by the Contractor for adjustment under this clause must be asserted within sixty
(60) days from the date of receipt by the Contractor of the notification of change; provided, however, that the
Contracting Officer, if he decides that the facts justify such action, may receive and act upon any such claim as-
serted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a
dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes." How-
ever, nothing in this clause shall excuse the Contractor from proceeding with the contract as changed.
(.ASPR 7-203.2 (60 Ed.) except the word and figures "thirty (30)" changed to "sixty (60)")
3. LIMITATION OF COST (Oct. 1953)
(a) It is estimated that the total cost to the Government, exclusive of any fixed fee, for the performance of
this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor agrees to use his
best efforts to perform the work specified in the Schedule and all obligations under this contract within such esti-
mated cost. If at any time the Contractor has reason to believe that the costs which he expects to incur in the
performance of this contract in the next succeeding thirty (30) days, when added to all costs previously incurred,
will exceed eighty-five percent (85%) of the estimated cost then set forth in the Schedule, or if at any time, the
Contractor has reason to believe that the total cost to the Government, exclusive of any fixed fee, for the perform
ance of this contract will be substantially greater or less than the then estimated cost thereof, the Contractor shall
notify the Contracting Officer in writing to that effect, giving his revised estimate of such total cost for the per -
formance of this contract.
(b) The Government shall not be obligated to reimburse the Contractor for costs incurred in excess of the
estimated cost set forth in the Schedule, and the Contractor shall not be obligated to continue performance under
the contract or to incur costs in excess of the estimated cost set forth in the Schedule, unless and until the Con-
tracting Officer shall have notified the Contractor in writing that such estimated cost has been increased and shall
have specified in such notice a revised estimated cost which shall thereupon constitute the estimated cost or per-
formance of this contract. When and to the extent that the estimated cost set forth in the Schedule has been increased,
any costs incurred by the Contractor in excess of such estimated cost prior to the increase in estimated cost shall
be allowable to the same extent as if such costs had been incurred after such increase in estimated cost.
(ASPR 7-203.) (60 Ed.)
*$.20 andhor.Clausg B,24(a)k1)1,i)4) as gpplioable to this contract shall o d
deeme
doRRean this Basic Agreement" unless otherwise provided in the Schedule.
Feb 62 - 1 -
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I. ALLOWABLE COST, FIXED FEE, AN I) PAYMENT ingeKitIliCtX (Sept. 1962)
(a) For the performance of this contract, the Government shall pay to the Contractor?
(i) the cost thereof (hereinafter referred to as "allowable cost") determined by the Contracting t.
oe allowable in accordance with?
(A) Part 2 of Section XV of the Armed Services Procurement Regulation as in effect on the dale of tm,
contract; and
(B) the terms of this contract; and
(ii) such fixed fee, if any, as may be provided for in the Schedule.
(b) Once each month (or at more frequent intervals, if approved by the Contracting Officer) the Coir.ractor
may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail P,S 81.!1`:
representative may require, an invoice or public voucher supported by a statement of cost incurred by the Con-
tractor in the performance of this contract and claimed to constitute allowable cost.
(c) Promptly after receipt of each invoice or voucher and statement of cost, the Government shall, except as
otherwise provided in this contract, subject to the provisions of (d) below, make payment thereon as approd by
the Contracting Officer. Payment of the fixed fee, if any, shall be made to the Contractor as specified in the
Schedule; provided, however, that after payment of eighty-five percent (85%) of the fixed fee set forth in the
Schedule, further payment on account of the fixed fee shall be withheld until a reserve of either fifteen perccrt
(15%) of the total fixed fee, or one hundred thousand dollars ($100,000), whichever is less, shall have beer) ss.
aside.
(d) At any time or times prior to final payment under this contract the Contracting Officer may have the in-
voices or vouchers and statements of cost audited. Each payment theretofore made shall be subject to reduction
for amounts included in the related invoice or voucher which are found by the Contracting Officer, on the basis of
such audit, not to constitute allowable cost. Any payment may be reduced for overpayments, or increased for un-
derpayments, on preceding invoices or vouchers.
(e) On receipt and approval of the invoice or voucher designated by the Contractor as the "completicu in-
voice" or "completion voucher" and upon compliance by the Contractor with all the provisions of this contract
(including, without limitation, the provisions relating to patents and the provisions of (f) below), the Govern-
ment shall promptly pay to the Contractor any balance of allowable cost, and any part of the fixed fee, which
has been withheld pursuant to (c) above or otherwise not paid to the Contractor. The completion invoirT or
voucher shall be submitted by the Contractor promptly following completion of the work under this contract but
in no event later than one (1) year (or such longer period as the Contracting Officer may in his discretion up..
prove in writing) from the date of such completion.
(f) The Contractor agrees that any refunds, rebates, credits, or other amounts (including any interest the.:!e.
on) accruing to or received by the Contractor or any assignee under this contract shall be paid by the Contip,c,.or
to the Government, to the extent that they are properly allocable to costs for which the Contractor has been reim-
bursed by the Government under this contract. Reasonable expenses incurred by the Contractor for the purpoue of
securing such refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved by the
Contracting Officer. Prior to final payment under this contract, the Contractor and each assignee under this coutrect
whose assignment is in effect at the time of final payment under this contract shall execute and deliver--
(i) an assignment to the Government, in form and substance satisfactory to the Contracting Offic,,,;:',
refunds, rebates, credits, or other amounts (including any interest thereon) properly allocable to costs for
the Contractor has been reimbursed by the Government under this contract; and
(ii) a release discharging the Government, its officers, agents, and employees from all liabilities, o;-,iiga-
tions, and claims arising out of or under this contract, subject only to the following exceptions?
(A) specified claims in stated amounts or in estimated amounts where the amounts are not susce:,:ii,`,-
of exact statement by the Contractor;
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(B) claims, together with reasonable expenses incidental thereto, based upon liabilities of the Contrac-
tor to third parties arising out of the performance of this contract; provided, that such claims are not known to
the Contractor on the date of the execution of the release; and provided further that the Contractor gives notice of
such claims in writing to the Contracting Officer not more than six (6) years after the date of the release or the
date of any notice to the Contractor that the Government is prepared to make final payment., whichever is earlier;
and
(C) claims for reimbursement of costs (other than expenses of the Contractor by reason of his indemni-
fication of the Government against patent liability), including reasonable expenses incidental thereto, incurred
by the Contractor under the provisions of this contract relating to patents.
(g) Any cost incurred by the Contractor under the terms of this contract which would constitute allowable
cost under the provisions of this clause shall be included in determining the amount payable under this contract,
notwithstanding any provisions contained in the specifications or other documents incorporated in this contract by
reference, designating services to be performed or materials to be furnished by the Contractor at his expense or
without cost to the Government.
,30 _$ep 1962 11
(ASPR 7-203.4(a) (60 Ed.), revised tfi (ASPR Rev. No.).
5. INSPECTION OF SUPPLIES AND CORRECTION OF DEFECTS (May 1960)
(a) All supplies (which term throughout this clause includes without limitation raw materials, components,
intermediate assemblies, and end products) shall be subject to inspection and test by the Government, to the ex-
tent practicable at all times and places including the period of manufacture, and in any event prior to acceptance.
The Contractor shall provide and maintain an inspection system acceptable to the Government covering the sup-
plies, fabricating methods, and special tooling hereunder. The Government, through any authorized representative.
may inspect the plant or plants of the Contractor or of any of his subcontractors engaged in the performance of
this contract. If any inspection or test is made by the Government on the premises of the Contractor or a subcon-
tractor, the Contractor shall provide and shall require subcontractors to provide all reasonable factilities and as-
sistance for the safety and convenience of the Government inspectors in the performance of t.'3eir duties. All in-
spections and tests by the Government shall be performed in such a manner as will not unduly delay the work.
Except as otherwise provided in this contract, acceptance of any supplies or lots of supplies shall be made as prompt-
ly as practicable after delivery thereof and shall be deemed to have been made no later than sixty (60) days after
the date of such delivery, if acceptance has not been made earlier within such period.
(b) At any time during performance of this contract, but not later than six (6) months (or such other period
as may be provided in the Schedule) after acceptance of the supplies or lots of supplies last delivered in accord-
ance with the requirements of this contract, the Government may require the Contractor to remedy by correction
or replacement, as directed by the Contracting Officer, any supplies or lots of supplies which at the time of de-
livery thereof are defective in material or workmanship or otherwise not in conformity with the requirements of
this contract. Except as otherwise provided in paragraph (c) hereof, the cost of any such replacement or correction
shall be included in Allowable Cost determined as provided in the clause of this contract entitled "Allowable Cost,
Fixed Fee and Payment," but no additional fee shall be payable with respect thereto. Such supplies or lots of
supplies shall not be tendered thereafter for acceptance unless the former requirement of correction is disclosed.
If the Contractor fails to proceed with reasonable promptness to replace or correct such supplies or lots of supplies,
the Government (i) may by contract or otherwise replace or correct such supplies and charge to the Contractor
any increased cost occasioned the Government thereby, or may reduce any fixed fee payable under this contract
(or require repayment of any fixed fee theretofore paid) in such amount as may be equitable under the circum-
stances, or (ii) in the case of supplies not delivered, may require the delivery of such supplies, and shall have the
right to reduce any fixed fee payable under this contract (or to require repayment of any Axed fee theretofore
paid) in such amount as may be equitable under the circumstances, or (iii) may terminate this contract for de-
fault as provided in the clause of this contract entitled "Termination." Failure to agree to t h e amount of any
such increased cost to be charged to the Contractor or to such reduction in, or repayment of, the fixed fee shall
be a dispute concerning a question of fact within the meaning of the clause of this contract entitled "Disputes."
(c) Notwithstanding the provisions of paragraph (b) hereof, the Government may at any time require the
correction or replacement by the Contractor, without cost to the Government, of supplies or lots of supplies which
are defective in material or workmanship, or otherwise not in conformity with the requirements of this contract,
if such defects or failures are due to fraud, lack of good faith or willful misconduct on the part of any of the Con-
tractor's directors or officers, or on the part of any of his managers, asporissimmiestio, or other equivalent repre-
sentatives, who has supervision or direction of (i) all or substantially all of the Contractor's business, or (ii) all
or substantially all of t operationit-sismarpassamplawitrameriargyfir contract is
being performed, or (iii) major industrial operation
ivf?ek+reraw."9"or* The Government may at any time also require correction or replacement by the Contractor, without
cost to the Government, of any such defective supplies or lots of supplies if the defects or failures are caused by
one or more individual employees selected or retained by the Contractor after any such supervisory personnel has
reasonable grounds to believe that any such employee is habitually careless or otherwise unqualified.
(d) Corrected supplies or replaced supplies shall be subject to the provisions of this clause in t h e same
manner and to the same extent as supplies originally delivered under this contract.
(e) The Contractor shall make his records of all inspection work available to the Government during the
performance of this contract and for such longer period as may be specified in this contract.
(f) Except as provided in this clause and as may be provided in the Schedule, the Contractor shall have
no obligation or liability to correct or replace supplies or lots of supplies which at the time of delivery are defec-
tive in material or workmanship or otherwise not in conformity with the requirements of this contract.
(g) Except as otherwise provided in the Schedule, the Contractor's obligation to correct or replace Govern-
ment-furnished property (which is property in the possession of or acquired directly by the Government and de-
livered or otherwise made available to the Contractor) shall be governed by the provisions of the clause of this
contract entitled "Government Property."
(ASPR 7-203.5) (60 Ed.) except (c) modified)
* of a group, division, or department of the Contractor's business wherein the
4* all or substanti1 all of one or more of the Contractor's plants or other
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*%Ht- within a 'p'lantwherein the contract is being performed.
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AIMAIIKANnkratK EK.AY (.-17 7:77COPTIS (Ncv 2962 )
i.a) (1) The Contractor agrees to maintain hooks, records, documents, and other evidence pertaining to the
cots and expenses of this contract (hereinafter collectively called the "records") to the extent and in such detail as
will properly reflect all net costs, direct and indirect, of labor, materials, equipment, supplies and services, and
other costs and expenses of whatever nature for which reimbursement is claimed under the provisions of this
contract.
Nnomoristairoililier.titoosismasa.
(2) The Contractor agrees to make available at the office of the Contractor at all reasonable times during
the period set forth in subparagraph (4) belowof the records for inspection, audit or reproduction by any au-
thorized representative of the?iiiigaimantelm "elsoliiimae Comptroller General.
(3) In the event the Comptroller General or any of his duly authorized representatives determines that his
audit of the amounts reimbursed under this contract as transportation charges will be made at a place other than
the office of the Contractor, the Contractor agrees to deliver, with the reimbursement voucher covering such charges
or as may be otherwise specified within two years after reimbursement of charges covered by any such voucher,
to such representative as may be designated for that purpose through the Contracting Officer such documentary
evidence in support of transportation costs as may be required by the Comptroller General or any of his duly au-
thorized representatives.
(4) Except for documentary evidence delivered to the Government pursuant to subparagraph (3) above, the
Contractor shall preserve and make available his records (i) for a period of three years from the date of final
payment under this contract, and (ii) for such longer period, if any, as is required by applicable statute, by any
other clause of this contract, or by (A) or (B) below.
(A) If this contract is completely or partially terminated, the records relating to the work terminated
shall be preserved and made available for a period of three years from the date of any resulting final settlement.
(B) Records which relate to (i) appeals under the Disputes clause of this contract, iii) litigation or the
settlement of claims arising out of the performance of this contract, or (iii) cost and expenses of this contract as
to which exception has been taken by the Comptroller General or any of his duly authorized representatives, shall
be retained by the Contractor until such appeals, litigation, claims, or exceptions have been disposed of.
(5) Except for documentary evidence delivered pursuant to subparagraph (3) above, and the records de-
scribed in subparagraph (4)(B) above, the Contractor may in fulfillment of his obligation to retain his records as
required by this clause substitute photographs, microphotographs, or other authentic reproductions of such records,
after the expiration of two years following the last day of the month of reimbursement to the Contractor of the
invoice or voucher to which such records relate, unless a shorter period is authorized by the Contracting Officer
with the concurrence of the Comptroller General or his duly authorized representative.
(6) The provisions of this paragraph (a), including this subparagraph (6), shall be applicable to and in-
clude..1 in each subcontract hereunder which is on a cost, cost-plus-a-fixed-fee, time-and-material or labor-hour basis.
o) The Contractor further agrees to include in each of his subcontracts hereunder, other than those set forth
in subparagraph (a) (6) above, a provision to the effect that the subcontractor agrees that the Comptroller General
Agiegtiiikalitipadatimumbir or any of hiS' duly authorized representatives, shall, until the expiration of three years after
final payment under the subcontract, have access to and the right to examine any directly pertinent books, docu-
ments, papers, and records of such subcontractor, involving transactions related to the subcontract. The term "sub-
contract," as used in this paragraph (b) only, excludes (i) purchase orders not exceeding $2,500 and (ii) subcon-
tracts or purchase orders for public,,utility servj.ces sit rates established for uniform applicability to the general
public. .c IN CAT
(ASPR 7-203,7) (60 Ed.) revised/ --1s-(Rev.10(444 No.*)
7. SUBCONTRACTS PtitlICKnifat (Nov. 19&12',
(a) The Contractor shall give advance notification to t h e Contracting Officer of any proposed subcontract
hereunder which (i) is on a cost, cost-plus-a-fee, time and material, or labor-hour basis, or (ii) is on a fixed-price
basis exceeding in dollar amount either $25,000 or five percent (5%) of the total estimated cost of this contract.
(b) In the case of a proposed subcontract which iii is on a cost, cost-plus-a-fee, time and material, or labor-
hour basis and which would involve an estimated amount in excess of $10,000, including any fee; or (ii) is proposed
to exceed $100,000; or (iii) is one of a nurrihr of subcontracts under this contract with a single subcontractor for
the same or related supplies or services which, in the aggregate are expected to exceed $100,000; the advance noti-
fication required by (a) above shall include:
(1) !a description of the supplies or services to be called for by the subcontract;
(2) identification of the proposed subcontractor and an explanation of why and how the proposed subcontrac-
tor was selected, including the degree of competition obtained;
(3) the proposed subcontract price, together with the Contractor's cost or price analysis thereof, including
current, complete and correct cost or pricing data accompanied,
ilitwilistorikominewilimpiplAsegmplav a certificate from th, :,o'ccontra.ctor to the effect that all cost or 'pricing data has been
considered by the subcontractor in preparing his proposal and that such data is current, and has been provided the
Centrac toe: e ud
(1) identification of the type of contract pissaosed to be used.
f c) The Contractor shall not, without the prior written consent of the Contracting Officer, place any ?subcon?
-
tract which (0 is on a cost or cost-plus-a-fee basis, or (ii) is on a fixed-price basis exceeding in dollar amount
either $25,000 or five percent (5%) of the total estimated cost of this contract, or (iii) provides for the fabrica-
tion, purchase, rental, installation or other acquisition, of any item of industrial facilities, or of special tooling
having a value in excess of $1,000. or .1v) ts on a time and material Or la bor-hsar basis The cow raetme Officer
may, in his discretion, ratify in writing any such subcontract; such action shall constitute the consent of the Con-
tracting Officer as required by this paragraph (en
(d) The Contractor agrees that no subcontract placed under this contract shall provide for payment on a co.8t-
plus-a-percentage-of-cost basis.
(e) The Contracting Officer may, in his discretion, specifically approve in writing any of the provisions of a
subcontract. However' such .approval or the consent of the Contracting Officer obtained as required by this clause
shall not be construed to constitute a determination of the allowability of any cost under this contract, unless such
approval specifically provides that it eonstitntes a determination of the allowability of such cost.
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fl The Con' rector shall give the Contracting Officer immediate notice in writing of any action or suit filed,
and prompt notice of any claim made against the Contractor by any subcontractor or vendor which, in the opinion
of the Contractor, may result in litigation, related in any way to this contract with respect to which the Contrac-
tor may be entitled to reimbursement from the Government.
(g) Notwithstanding (c) above, the Contractor may enter into subcontracts within (ii), or, if the subcontract
is for special tooling, within (iii), of (c) above, without the prior written consent of the Contracting Officer if the
Contracting Officer has, in writing, approved the Contractor's purchasing system and the subcontract is within the
limitations of such approval.
(h) The Contractor shall (i) insert in each price redetermination or incentive price revision subcontract here-
under the substance of the "Limitation on Payments" provision set forth in paragraph (ei of the clause pre-
scribed by paragraph 7-108 of the Armed Services Procurement Regulation, including subparagraph 44) thereof.
modified to omit mention of the Government and reflect the position of the Contractor as purchaser a n d of the
subcontractor as vendor, and to omit that portion of subparagraph (3) thereof relating to tax credits, and (ii) in-
clude in each cost-reimbursement type subcontract hereunder a requirement that each price redetermination and
incentive price revision subcontract thereunder will contain the substance of t h e "Limitation on Payments" pro-
vision, including subparagraph (4) thereof, modified as outlined in (i) above.
(i) To facilitate small business participation in subcontracting under this contract, the Contractor agrees to
provide progress payments on the fixed-price types of subcontracts of those subcontractors which are small busi-
ness concerns, in conformity with the standards for customary progress payments stated in paragraphs 503 and
514 of Appendix E of the Armed Services Procurement Regulation, as in effect on the date of this contract. The
Contractor further agrees that the need for such progress payments will not he considered as a handicap or ad-
verse factor in the award of subcontracts.
(ASPR 7-203.8 (60 Ed.) revised 21%113$2012)2glanliMitectitIolliblk 26 Nov. 1962 (ASPR Rev. No. 12))
8. UTILIZATION OF SMALL BUSINESS CONCERNS (Jan 1958)
(a) It is the policy of the Government as declared by the Congress that a fair proportion of the purchases
and contracts for supplies and services for the Government be placed with small business concerns.
(b) The Contractor agrees to accomplish the maximum amount of subcontracting to small business concerns
that the Contractor finds to be consistent with the efficient performance of this contract.
(ASPR 7-203.9 (60 Ed.))
9. UTILIZATION OF CONCERNS IN LABOR SURPLUS AREAS (Feb. 1962)?(The provisions of this clause
shall be applicable if this contract is in excess of $5,000.00.) It is the policy of the Government to place contracts
with concerns which will perform such contracts substantially in areas of persistent or substantial labor surplus where
this can be done, consistent with the efficient performance of the contract, at prices no higher than are obtainable
elsewhere. The Contractor agrees to use his best efforts to place his subcontracts in accordance with this policy.
In complying with the foregoing and with paragraph (b) of t h e clause of this contract entitled "Utilization of
Small Business Concerns," the Contractor in placing his subcontracts shall observe the following order of prefer-
ence: (i) persistent labor surplus area concerns which are also small business concerns; (ii) other persistent labor
surplus area concerns; (iii) substantial labor surplus area concerns which are also small business concerns; (iv)
other subtantial labor surplus area concerns; and (v) small business concerns which are not labor surplus area
concerns.
(ASPR 7-.203.26) (60 Ed.) revised 15 Feb. 1962 (ASPR Rev. No. 7)
10. TERMINATION (Jul. 1962) (a) The performance of work under the contract may be terminated by the
Government in accordance with this clause in whole, or from time to time in part:
(i) whenever the Contractor shall default in performance of this contract in accordance with its terms
including' hi lin term "default" any such failure by the Contractor to make progress in the prosecution of the
work hereunder as endangers such performance), and shall fail to cure such default within a period of ten days
tor such longer periods as the Contracting Officer may allow) after receipt from the Contrecting Officer of a notiee
specifying the default; or
(ii) whenever for any reason the Contracting Officer shall determine that such termination is in the lie;;
interest of the Government.
Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying
whether termination is for the default of the Contractor or for the convenience of the Government, the extent to
which performance of work under the contract is terminated, and the date upon which such termination becomes ef-
fective. If, after notice of termination of this contract for default under (i) above, it is determined for any reason
that the Contractor was not in default pursuant to (i), or that the Contractor's failure to perform or to make
progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor
pursuant to the provisions of the clause of this contract relating to excusable delays, the Notice of Termination
shall be deemed to have been issued under (ii) above, and the rights and obligations of the parties hereto shall
in such event be governed accordingly.
(b) After receipt of a Notice of Termination and except as otherwise directed by the Contracting Officer,
the Contractor shall:
(i) stop work under the contract on the date and to the extent specified in the Notice of Termination;
(ii) place no further orders or subcontracts for materials, services, or facilities, except as may be necessary
:Cyr completion of such portion of the work under the contract as is not terminated;
(iii) terminate all orders and subcontracts to the extent that they relate to the performance of work ter-
t)inated by the Notice of Termination;
(iv) assign to the Government, in the manner and to the extent directed by the Contracting Officer, all of
the right, title, and interest of the Contractor under the orders or subcontracts so terminated, in which case the
overnment shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination
e" such orders and subcontracts;
(v) with the approval or ratification of the Contracting Officer, to the extent he may require, which tip-
: rival or ratification shall be final and conclusive for all purposes of this clause, settle all outstanding liabilities
rud all claims arising out of such termination of orders and subcontracts, the cost of which would be reimbursable
in whole or in part, in accordance with the provisions of this contract;
(vi) transfer title (to the extent that title has not already been transfered) and, in the manner, to the
:?:ent, and at the times directed by the Contracting Officer, deliver to the Government (A) the fabricated or un-
ri.hricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired
in respect of the performance of, the work terminated by the Notice of Termination, (B) the completed or partially
completed plans, drawings, information, and other property which, if the contract had been completed, would be
re e:ired to he furnished to the Government, and (C) the jigs, dies, and fixtures, and other special tools and tool-
ire; acqu:red or manufactured for the performance of this contract for the cost of which the Contractor has been
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(vii) use its oest efforts to sell in the manner, at the times, to the extent, and at the price or prices di-
rected or authorized by the Contracting (-it-beer, any property of the types referred to in I vi) above provided,
however, that the Contractor LA shall riot be required to extend credit. to any purchaser, and (B) may acquire
any such property iinder the conditions prescribed by and at a price or prices approved by the Contracting Officer;
and provided further that the proceeds of any such transfer or disposition shall he applied in reduction of any pay-
ments to be made by the Government to the Contractor tinder this eontract 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
direct;
(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 Contractor in which the Govern-
ment has or may acquire an interest
The Contractor shall proceed immediately with the performance of the above obligations notwithstanding any
delay in determining or adjusting the amount of the fee, or any item of reimbursable cost, under this clause. At
any time after expiration of the plant clearance period, as defined in Sect* VIII, Armed Services Procurement
Regulation, as it may be amended from time to time, the Contractor may submit to the Contracting Officer a list,
certified as to quantity and quality, of any .n all items of termination inventory not previously disposed of, ex-
clusive of items the disposition of which has been directed or authorized by the Contracting Officer, and may re-
quest the Government to remove such items or enter into a storage agreement covering them. Not later than fifteen
(15) days thereafter, the Government will accept such items and remove them or enter into a storage agreement
covering the same; provided that the list submitted shall be subject to verification by the Contracting Officer upon
removal of the items, or if the items are stored, within forty-five (45) days from the date of submission of the
list, and any necessary adjustment to correct the list as submitted shall be made prior to final settlement
(c) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer his ter-
mination claim in the form and with the certification prescribed by the Contracting Officer Such claim shall be
submitted promptly but in no event later than one year from the effective date of termination, unless one or more
extensions in writing are granted by the Contracting Officer, upon request of t h e Contractor made in writing
within such one-year period or authorized extension thereof. However, if the Contracting Officer determines that the
facts justify such action, he may receive and act upon any such termination claim at any time after such one-year
period or any extension thereof. Upon failure of the Contractor to submit his termination claim within the time
allowed, the Contracting Officer may, subject to any Settlement 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 termina-
tion and shall thereupon pay to. the Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), and subject to any Settlement Review Board approvals re-
quired by Section VIII of the Armed Services Procurement Regulation in effect as of the date of execution of this
contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts
to be paid (including an allowance for the fee) to the Contractor by reason of the total or partial termination of
work pursuant to this clause. The contract shall be amended accordingly, and the Contractor shall be paid the agreed
amount.
(e) In the event of the failure of the Contractor and the Contracting Officer to agree in whole or in part, as
provided in paragraph (d), as to the amounts with respect to costs and fee, or as to the amount of the fee, to be
paid to the Contradtor in connection with the termination of work pursuant to this clause, the Contracting Officer
shall, subject to any Settlement Review Board approvals required by Section VIII of the Armed Services Procure-
ment Regulation in effect as of the date of execution of this contract, determine, on the basis of information avail-.
able to him, the amount, if any, due to the Contractor by reason of the termination and shall pay to the Contrac-
tor the amount determined as follows:
(i) if the settlement includes cost and fee?
(A) there shall be included therein all costs and expenses reimbursable in accordance with this contract,
not previously paid to the Contractor for the performance of this contract prior to the effective date of the Notice
of Termination, and such of these costs as may continue for a reasonable time thereafter with the approval of or
as directed by the Contracting Officer; provided, however, that the Contractor shall proceed as rapidly as practicable
to discontinue such costs;
(B) there shall be included therein so far as not included under (A) above, the cost of settling and pay-
ing claims arising out of the termination of work under subcontracts or orders, as provided in paragraph (b) (v)
above, which are properly chargeable to the terminated portion, of the contract;
(C) there shall be included therein 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, to-
gether with reasonable storage, transportation, and other costs incurred in connection with the protection or dis-
position of termination inventory; provided, however, that if the termination is for default of the Contractor there
shall not be included any amounts for the preparation of the Contractor's settlement proposal; and
(D) there shall be included therein a portion of the fee payable under the contract determined as follows?
ii) in the event of the termination of this contract, :for the convenience of the Government and not for
the default of the Contractor, there shall be paid a percentage of the fee equivalent to the percentage of the com-
pletion of work contemplated by the contract, less fee payments previously made hereunder; or
(II) in the event of the termination of this contract for the default of the Contractor, the total fee
payable shall be such proportionate part of the fee (or, if this contract calls for articles of different types, of
such part of the fee as is reasonable allocable to the type of article under consideration) as the total number of
articles delivered to and accepted by the Government bears to the total number of articles of a like kind called for
by this contract;
if the amount determined under this subparagraph (i) is less than the total payment theretofore made to the
Contractor. the Contractor shall repay to the Government the excess amount; or
(ii) if the settlement includes only the fee. the amount thereof will be determined in accordance with sub-
paragraph (i)(D) above
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(f) The Contractor shall have the eight of appeal, under the clause oi this contract entitled "Disputese- from
any determination made by the Coottete'Hng Officer ondet paragraphs (c) or (e) above, except that if the Contractor
has failed to submit his claim within tile Time provided in paragraph (c) above and has failed to request extension
of such time, he shall have no such right of appeal. In any case where the Contracting Officer has made a determi-
nation of the amount clue under paragraph (..) or (e) above, the Government shall pay to the Contractor the fol-
lowing: (i) if there is no right of appeal hereunder or if no timely appeal has been taken, the amount so deter-
mined by the Contracting Officer, or (ii) if an appeal has been taken, the amount finally determined on such appeal.
(g) In arriving at the amount due thct Contractor under this clause there shall be deducted (i) all unliqui-
dated advance or other payments theretofore made to the Contractor, applicable to the terminated portion of this
contract, (ii) any claim which the Government may have against the Contractor in connection with this contract,
and (iii) the agreed price for, or the proceeds of sale of, any materials, supplies, or other things acquired by the
Contractor or sold pursuant to the provisions of this clause and not otherwise recovered by or credited to the
Government.
(h) In the event of a partial termination, the portion of the fee which is payable with respect to the work
under the continued portion of the contract shall be equitably adjusted by agreement between the Contractor and
the Contracting Officer, and such adjustment shall be evidenced by an amendment to this contract.
(i) The Government may from time to time, under such terms and conditions as it may prescribe, make par-
tial payments and payments on account against costs incurred by the Contractor in connection with the terminated
portion of the contract whenever in the opinion of the Contracting Officer the aggregate of such payments shall
be within the amount to which the Contractor will be entitled hereunder. If the total of such payments is in excess
of the amount finally determined to be due under this clause, such excess shall be payable by the Contractor to
the 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 which such excess is repaid to
the Government; provided, however, that no interest shall be charged with respect to any such excess payment
attributable to a reduction in the Contractor's claim by reason of retention or other disposition of termination in-
ventory 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 circumstances,
(j) The provisions of this clause relating to the fee shall be inapplicable if this contract does not provide for
payment of a fee.
(ASPR 7-203.10) (8-702) (60 Ed.), revised 30 July 1962 (ASPR Rev. No. 10)
11. EXCUSABLE DELAYS (Jul. 1958)
Except with respect to defaults of subcontractors. the Contractor shall not be in default by reason of any fail-
ure in performance of this contract in accordance with its terms (including any failure by the Contractor to make
progress in the prosecution of the work hereunder which endangers such performance) if such failure arises out of
causes beyond the control and without the fault or negligence of the Contractor. Such causes may include, but
are not restricted to: acts of God or of the public enemy; acts of the Government in either its sovereign or contrac-
tual capacity; fires; floods; epidemics; quarantine restrictions; strikes; freight embargoes; and unusually severe
weather; but in every case the failure to perform must be beyond the control and without the fault or negligence
of the Contractor. If the failure to perform is caused by the failure of a subcontractor to perf or m or make
progress, and if such failure arises out of causes beyond the control of both the Contractor and subcontractor, and
without the fault or negligence of either of them, the Contractor shall not be deemed to be in default, unless (i)
the supplies or services to be furnished by the subcontractor were obtainable from other sources, (ii) the Contract-
ing Officer shall have ordered the Contractor in writing to procure such supplies or services fr om such other
sources, and (iii) the Contractor shall have failed to comply reasonably with such order. Upon request of the Con-
tractor, the Contracting Officer shall ascertain the facts and extent of such failure and, if he shall determine that
any failure to perform was occasioned by any one or more of the said causes, the delivery schedule shall be re-
vised accordingly, subject to the rights of the Government under the clause hereof entitled "Termination."
(ASPR 7-203.11) (8-708) (60 Ed.)
12. DISPUTES (Jan. 1958)
(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 Contract-
ing Officer shall be final and conclusive unless, within 30 days from the date of receipt of such copy, the Contrac-
tor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Secretary. The de-
cision of the Secretary 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
connection with any appeal proceeding under this clause, t h e Contractor shall be afforded an opportunity to be
heard and to offer evidence in support of his appeal. Pending final decision of a dispute hereunder, the Contractor
shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's de-
cision.
(b) This "Disputes" clause does not preclude consideration of lan questions in connection with decisions
provided for in paragraph (a) above: Provided, That nothing in this contract shall be construed as making final the
decision of any administrative official, representative, or board on question of law.
(ASPR 7-203.12) (7-103.12) (60 Ed.)
13. BUY AMERICAN ACT (Jut, 1960)
(a) In acquiring end products, the Buy American Act 41 U.S.C. 10 a-d) provides that the Government give
preference to domestic source end products. For the purpose of this clause:
(i) "components" means those articles, materials, and supplies, which are directly incorporated in the end
products;
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(ii) "end products" means those articles, materials, and supplies, which are to be acquired under this con-
tract for public use; and
(iii) a "domestic source end product" means (A) an unmanufactured end product which has been mined
or produced in the United States and (B) an end product manufactured in the United States if the cost of the com-
ponents thereof which are mined, produced, or manufactured in the United States or Canada 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 or 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 products:
(i) which are foi use outside the 'United States;
(ii) which the Government determines are not mined, produced, or manufactured in the United States in suf.
ficient and reasonably available commercial quantities and of a satisfactory quality;
(iii) as t, which the Secretary determines the domestic preference to be inconsistent with the public in-
terest; or
(iv) as to which the Secretary determines the ccst to the Government to be unreasonable.
(The foregoing requirements are administered in accordance with Executive Order No. 10582, dated December 17,
1954.)
(ASPR 7-204.3) (6-104.5) (60 Ed.), revised 22 July 1960 (ASPR Rev. No, 1))
11. GOVERNMENT PROPERTY ( Aug. 1961)
(a) The Government shall deliver to the Contractor, for use in connection with and under the terms of this
contract, the property described in the Schedule or specifications, together with such related data and information
as the Contractor may request and as may reasonably be required for the intended use of such property (herein ,
after referred to as "Government?furniehed Property"). The delivery or performance dates for the supplies or serve
ices to be furnished by the Contractor under this contract are based upon the expectation that Government-furnished
Property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated,
in sufficient time to enable the Contractor to meet such delivery or performance dates. In t h e event that Govern-
ment-furnished Property is not delivered to the Contractor by such time or times, the Contracting Officer shall, upon
timely written request made by the Contractor, make a determination of the delay occasioned the Contractor and
shall equitably adjust the estimated cost, fixed fee, or delivery or performance dates, or all of t h e in, and any
other contractual provisions affected by such delay, in accordance with the procedures provided for in the clause
of this contract entitled "Changes." In the event that Government-furnished Property is received by the Contractor
in a condition not suitable for the intended use, the Contractor shall, upon receipt thereof notify the Contracting
Officer of such fact and, as directed by the Contracting Officer, either (i) return such property at the Govern-
ment's expense or otherwise dispose of the property or (ii) effect repairs or modifications. Upon completion of (i)
or (ii) above, the Contracting Officer upon written request of the Contractor shall equitably adjust the estimated
cost, fixed fee, or delivery or performance dates, or all of them, and any other contractual provision affected by
the return or disposition, or the repair or modification, in accordance with the procedures provided for in the clause
of this contract entitled "Changes." The foregoing provisions for adjustment are exclusive and t h e Government.
shall not be lieble to suit for breach of contract by reason of any delay in delivery of Government-furnished Prop-
erty or delivery of such property in a condition not suitable for its intended use.
(b) Title to all property furnished by the Government shall remain in the Government Title to all property
purchased by the Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct item of
cost under this contract, shall pass to and vest in the Government upon delivery of such property by the vendor
Title to other property, the cost of which is reimbursable to the Contractor under the contract, Alert pas to ard
vest in the Government upon (i) issuance for use of such property in the performance of this contract, or ii
commencement of processing or use of such property in the performance of this contract, or OW reimbursement
of ?the cost thereof by the Government, in whole or in part, whichever first occurs. A 11 Government-furnished
roprtv, together with all property acquired by the Cmtractor title to which vests in the Government .in.der
p,ragraph, are subject to the provisions of this ,4au:e and are hereinafter collectively referred to as 'Goverf.
men t Property."
(c) Title to the Government Property shall not be affected by the incorporation or attachment thereoe to
any property not owned by the Government, nor shall such Government Property, or any part thereof, be or
b1COM3 a fixture or lose its identity as personalty by reason of affixation to any realty. The Contractor shall
comply with the provisions of the "Manual for Control of Government Property in Possession of Contractors"
(Appendix B, Armed Services Procurement Regulation), as in effect on the date of the contract, which 1Vlaeneu
is hereby incorporated by reference and made a part of this contract.
(d) The Government Property provided or furnished pursuant to the terms of this contract shad, unless otticr,
wise provided herein, be used only for the performance of this contract.
(e) The Contractor shall maintain and administer in accordance with sound industriai practice, a program,
for the maintenance, repair, protection and preservation of Government Property so as to assure its full avail
ebility and usefulness for the performance of this contract. The Contractor shall take all reasonable steps to
comply with all appropriate directions or instructions which the Contracting Officer may prescribe as reasonably
necessary for the protection of Government Property.
(f) (1) The Contractor shall not be liable for any loss of or damage to the Government Property c$r r
expenses incidental to such loss or damage, except that the Contractor shall be responsible for any such loss or
damage (including expenses incidental thereto)?
(i) which results from willful misconduct or lack oi good faith on the part of any one of the. otar.:.ttl
directors or officers, or on the part of any of his managersemetece or other equivalent represertetees? eon,
has supervision or direction of.
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(A) all or substantially all of the Contractor's business, vi
(B) all or substantially all of the ilawAssastrusis operations-
contract is being performed, or
(C) arsoperolormisrisseremelate major industrial operation " " Aseiseramossmod?slisir
..afteasort.;
(ii) which results from a failure on the part of the Contractor, due to the willful misconduct or lack of
good faith on the part of any of his directors, officers, or other representatives mentioned in subparagraph (i)
above:
(A) to maintain and administer, in accordance with sound industrial practice, the program for mainte-
nance, repair, protection and preservation of Government Property as required by paragraph (e) hereof, or
(B) to take all reasonable steps to comply with any appropriate written directions of the Contracting
Officer under paragraph (e) hereof;
(iii) for which the Contractor is otherwise responsible under the express terms of t h e clause or clauses
designated in the Schedule;
(iv) which results from a risk expressly required to be insured under this contract, but only to the extent
of the insurance so required to be procured and maintained, or to the extent of insurance actually procured and
maintained, whichever is greater; or
(v) which results from a risk which is in fact covered by insurance or for which the Contractor is other-
vise reimbursed, but only to the extent of such insurance or reimbursement;
provided that, if more than one of the above exceptions shall be applicable in any case, the Contractor's liability
under any one exception shall not be limited by any other exception. This clause shall not be construed as relievin ?,?
a subcontractor from liability for loss or destruction of or damage to Government Property in his possession or
control, except to the extent that the subcontract, with the prior approval of the Contracting Officer, may provide
for the relief of the subcontractor from such liability. In the absence of such approval, the subcontract shall con-
tain appropriate provisions requiring the return of all Government Property in as good condition as when received,
except for reasonable wear and tear or for the utilization of the property in accordance with the provisions of the
prime contract.
(2) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of in-
surance, or any provision for a reserve, covering the risk of loss of or damage to the Government Property, except
to the extent that the Government may have required the Contractor to carry such insurance under any other pro-
vision of this contract.
(3) Upon the happening of loss or destruction of or damage to the Government Property, t h e Contractor
shall notify the Contracting Officer thereof, and shall communicate with the Loss and Salvage Organization, if
any, now or hereafter designated by the Contracting Officer, and with the assistance of the Loss and Salvage
Organization so designated (unless the Contracting Officer has designated that no such organization be employed),
shall take all reasonable steps to protect the Government property from further damage, separate the damaged and
undamaged Government property, put all the Government property in the best possible order, and furnish to the
Contracting Officer a statement of?
(i) the lost, destroyed and damaged Government Property,
(ii) the time and origin of the loss, destruction or damage,
(iii) all known interests in commingled property of which the Government Property is a part, and
(iv) the insurance, if any, covering any part of or interest in such commingled property.
The Contractor shall make repairs and renovations of the damaged Government Property or take such other action,
as the Contracting Officer directs.
? (4) In the event the Contractor is indemnified, reimbursed, or otherwise compensated for any loss or destruc-
tion of or damage to the Government Property, he shall use the proceeds to repair, renovate or replace the Gov-
ernment Property involved, or shall credit such proceeds against the cost of the work covered by the contract, or
shall otherwise reimburse the Government, as directed by the Contracting Officer. The Contractor shall do nothing
to prejudice the Government's right to recover against third parties for any such loss, destruction or damage and,
upon the request of the Contracting Officer, shall, at the Government's expense, furnish to t h e Government all
reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assign-
ment in favor of the Government) in obtaining recovery. In addition, where t he subcontractor has not been re-
lieved from liability for any loss or destruction of or damage to Government Property, the Contractor shall enforce
the liability of the subcontractor for such loss or destruction of or damage to t h e Government Property for the
benefit of the Government.
(6) If this contract is for the development, production, modification, maintenance, or overhaul of aircraft,
or otherwise involves the furnishing of aircraft by the Government, the clause of this contract entitled "Flight
Risks" shall control, to the extent it is applicable, in the case of loss or destruction of, or damage to, aircraft.
(g) The Government shall at all reasonable times have access to the premises where any of the Government
Property is located.
(h) The Government Property shall remain in the possession of the Contractor for such period of time as
is required for the performance of this contract unless the Contracting Officer determines that the interests of
the Government require removal of such property. In such case the Contractor shall promptly take such action
as the Contracting Officer may direct with respect to the removal and shipping of Government Property. In any
such instance, the contract may be amended to accomplish an equitable adjustment in t h e terms and provisions
thereof.
(i) Upon the completion of this contract, or at such earlier dates as may be Axed by the Contracting Officer,
the Contractor shall submit to the Contracting Officer in a form acceptable to him, inventory schedules covering
all items of the Government Property not consumed in the performance of this contract, or not theretofore de-
livered to the Government, and shall deliver or make such other disposal 'of such Government Property as may
*of a group, division, or department of the Contractors business wherein the
**all or substantially all of one or more of the Cotragtorts plants or other
***within a Diant wherein the contract is being perrormed;
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be directed or authorized by the Contracting Officer The net proceeds of any such disposal shall be creditedfto the
cost of the work covered by the contract, or shall be paid in such manner as the Contracting Officer may direct.
The foregoing provisions shall apply to scrap from Government Property; provided, however, that the Contracting
Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty
castings or forgings, or cutting and processing waste, su'h as chips, cuttings, borings, turnings, short ends, circles,
trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor's normal practice
and account therefor as a part of general overhead or other reimbursable cost in accordance with the Contractor's
established accounting procedure s,
(j) Unless otherwise provided herein, the Government shall not be under any duty or obligation to restore
or rehabilitate, or to pay the costs of the restoration or rehabilitation of the Contractor's plant or any portion
thereof which is affected by the removal of any Government Property.
(k) Directions of the Contracting Officer and communications of the Contractor issued pursuant to this clause
shall be in writing.
(ASPR 7-203.21. (13-503) (430 Ed.), revised 15 Novembe 1e61 (ASPR Rev. No. 6 ) except (f)(1) modified
15. INSURANCE,--LIABILITI TO TifIRD PERSONS (Jan, 1960)
(a) The Contractor shall procure and thereafter maintain workmen's compensation, employer's liability, com-
prehensive general liability (b ir,jury) and comprehensive automobile liability (bodily injur y and property
damage) insurance, with respect to performance under this contract, and such other insurance as the Contract-
mo- Officer may from time to t:rne require with respect to performance under this contract; provided, that the
C:iii:or my with the approval of the C intracting Officer, maintain a self-insurance program, and provided fur-
that with respect to workmen's componsati-on the Contractor is qualified pursuant to statutory authority. All
ins?urance required pursuant to the pro e1shn: of tf:is paragraph shall be in such form, in such amounts, and for
such periods of time, as the Centrectire; Officer may from time to time require or approve, and with insurers ap-
proved by the Contracting ()Meer.
(b) The Contractor agrees. to the extent and in the manner required by the Contracting Officer, to submit
for the approval of the Contracting Officer any other insurance maintained by the Contractor in connection with
the performance of this contract and for which the Contractor seeks reimbursement hereunder.
(c) The Contractor shall be reimbursed: (i) for the portion allocable to this contract of the reasonable cost
of insurance as required or approved pursuant to the provisions of this clause, a n d (ii) for liabilities to third
persons for loss of or damage to property (other than property (A) owned, occupied or used by the Contractor or
rented to the Contractor, or (13) in the care, custody, or control of the Contractor), or for death or bodily injury, not
compensated by insurance or otherwise, arising out of the performance of this contract, whether or not caused by
t'^e negligence of the Contractor, his agents, servents or employees, provided such liabilities are represented by
final judgments or by settlements approved in writing by the Government, and expenses incidental to such liabili-
ties, except liabilities (I) for which the Contractor is otherwise responsible under the express terms of the clause
or clauses if any, specified in the Schedule, or (H) with respect to which the Contractor las failed to insure as
required or maintain insurance as approved by the Contracting Officer or (III) which results from willful miscon-
duct or lack of good faith on the part of any of the Contractor's directors or officers, or on the part of any of his
managers, ampleissimisaids, or other equivalent representatives, who has supervision or direction of (1) all or sub-
stantially all of the Contractor's business! or (2) all or substantially all of t Osnitaceettethr operations*afeemeep
assaiskealememospe contract is being performed, or (3) major in-
dus!iiM vnWo The foregoing shall not restrict the right
of the Contractor to be reimbursed for the cost of insurance maintained by t h e Contractor in connection with the
the performance of this contract, other than insurance required to be submitted for approval or required to be pro-
cured and maintained pursuant to the provisions of this clause, provided such cost would constitute Allowable Cost
under the clause of this contract entitled "Allowable Cost, Fixed Fee and Payment."
(d) The Contractor shall give the Government or its representatives immediate notice of any suit or action
filed, or prompt notice of any claim made, against the Contractor arising out of the performance of this contract,
the cost and expense of which may be reimbursable to the Contractor under the provisions of this contract, and
the risk of which is then uninsured or in which the amount claimed exceeds the amount of coverage. The Contractor
shall furnish immediately to the Government copies of all pertinent papers received by the Contractor. If the amount
of the liability claimed exceeds the amount of coverage, the Contractor shall authorize representatives of the Gov-
ernment to collaborate with counsel for the insurance carrier, if any, in settling or defending such claim. If the
liability is not insured or covered by bond, the Contractor shall, if required by the Government, authorize represent-
atives of the Government to settle or defend any such claim and to represent the Contractor in or take charge
of any litigation in connection therewith: provided, however, that the Contractor may, at his-own expense, be asso-
ciated with the representatives of the Government in the settlement or defense of any such Claim or litigation.
(ASPR 7-203.22) (60 Ed.) except (o) ed
16. MILITARY SECURITY REQUIREMENTS (Jun. 1968)
(a) The provisions of this clause shall apply to the extent that this contract involves access to information
classified "Confidential" including "Confidential?Modified Handling Authorized" or higher.
(b) The Government shall notify the Contractor of the security classifications of this contract and the ele-
ments thereof, and of any subsequent revisions in such security classification, by the use of a Security Require-
ments Check List (DD Form 254), or other written notification.
(c) To the extent the Government has indicated as of the date of this contract or thereafter indicates se-
curity classification under this contract as provided in paragraph (b) above, the Contractor shall safeguard all
classified elements of this contract and shall provide and maintain a system of security controls within his own
organization in accordance with the requirements of?
(i) the Security Agreement (DD Form 441), including the Department of Defense Industrial Security
Manual for Safeguarding Classified Information as in effect on the date of this contract, and any modification to the
53.curity Agreement for the purpose of adapting the Manual to the Contractor's business; and
(ii) any amendments to said Manual made after the date of this contract, notice of which has been furnished
to the Contractor by the Security Office of the Military Department having security cognizance over the facility.
*of a group, division, or department, of the Contractor's business wherein the
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-k1P-Ro,R t wherein the .orit.rdct isipeing performed,
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? (d) Representatives of the Military h:t-ing, security cognizance over the facility and representa-
tives of the contracting Military Department shall have the right to inspect at reasonable intervals the procedures,
methods, and facilities utilized by the Contractor in complying with the security requirements under this contract.
Should the Government, through these representatives, determine that the Contractor is not complying with the
security requirements of this contract the Contractor shall be informed in writing by the Security Office of the
cognizant Military Department of the proper action to be taken in order to effect compliance with such require-
ments.
(e) If, subsequent to the date of this contract, the security classifications or security requirements under this
contract are changed by the Government as provided in this clause, and if such change causes an increase or de-
crease in the estimated cost of performance of this contract, the estimated cost and fixed fee shall, to the extent
appropriate, be subject to an equitable adjustment. Any such equitable adjustment shall be accomplished in the
manner set forth in the "Changes" clause in this contract.
(f) The Contractor agrees to insert, in all subcontracts hereunder which involve access to classified informa-
tion, provisions which shall conform substantially to the language of this clause, including this paragraph (f) but
excluding paragraph (e) of this clause, The Contractor may insert in any such subcontract, and any such sub-
contract entered into thereunder may contain, in lieu of paragraph (e) of this clause, provisions which permit
equitable adjustments to be made in the subcontract price or in the estimated cost and fixed fee of the subcontract
(as appropriate to the type of subcontract involved) on account of changes in security classifications or require-
ments made under the provisions of this clause subsequent to the date of the subcontract involved. (Oct. 1953)
(g) The Contractor also agrees that he shall determine that any subcontractor proposed by him for the fur-
nishing of supplies and services which will involve access to classified information in the Contractor's custody has
been granted an appropriate facility security clearance, which is still in effect, prior to being accorded access to
such classified information.
ASPR 7-104.12 (60 Ed.) except (e) and (f) are ASPR 7-204.12)
17. AUTHORIZATION AND CONSENT (Jan 1961
The Government hereby gives its authorization and consent (without prejudice to its 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 subcontract hereunder (including any lower-tier subcontract),
of any invention described in and covered by a patent of the United States (i) embodied in the structure or com-
position of any article the delivery of which is accepted by the Government under this contract, or (ii) utilized in
the machinery, tools, or methods the use of which necessarily results from compliance by t h e Contractor or the
using subcontractor with (a) specifications or written provisions now or hereafter forming a part of this contract,
or (b) specific written instructions given by the Contracting Officer directing the manner of performance. The Con-
tractor's entire liability to the Government for infringement of a patent of the United States shall be determined
solely by the provisions of the indemnity clause, if any, included in the contract and t h e Government assumes
liability for all other infringement to the extent of the authorization and consent hereinabove granted.
( ASPR 7-203.23 (9-102.1) (60 Ed.), revised 31 Jan. 1961 (ASPR Rev. No. 3))
18. NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (Feb 1962)
The provisions of this clause shall be applicable only if the amount of this contract exceeds $10,000.
(a) The Contractor shall report to the Contracting Officer, promptly a n d in reasonable written detail, each
notice or claim of patent or copyright infringement based on the performance of this contract of which the Con-
tractor 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 or copyright 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 furnish to the Government, upon request, all evidence and information in possession of the Contractor per-
taining to such suit or claim. Such evidence and information shall be furnished at the expense of the Government
except in those cases in which the Contractor has agreed to indemnify the Government against the claim being
asserted.
(ASPR 7-203.24, (9-104) (60 Ed.), revised 15 Feb. 1962 (ASPR Rev No. 7))
19. FILING OF PATENT APPLICATIONS (Jan. 1955)
(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 t h e thirty (30) day provision
below, transmit the proposed application to the Contracting Officer for determination whethe r, for reasons of
national security, such application should be placed under an order of secrecy or sealed in accordance with pro-
visions of 35 U.S.C. 181-188 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 right to file such patent application. If the Contracting Officer shall not have given any such instruc-
tions within thirty (30) days from the slate of mailing or other transmittal of the proposed application, the Con-
tractor may file the application.
(b) The Contractor shall furnish to the Contracting Officer, at the time of or prior to the time when the Con-
tractor 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 other-
wise 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.
(ASPR 7-204.6) (9-106) (60 Ed.)
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.20. CONVICT LABOR (Mar. 1949i
In connection with the performance of work under this contract. the Contractor agrees not to employ any person
undergoing sentence of imprisonment at hard labor,
(ASPR 7-203.15) (12-203) (60 Ed.)
21. WALSH-HEALEY PUBLIC CONTRACTS ACT (Jan. 1958)
If this contract is for the manufacture or furnishing of materials, 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 U.S.C. 35-45), there are hereby incorporated by reference all representations and stipulations re-
quired by said Act and regulations issued thereunder by the Secretary of Labor, such representations and stipu-
lations being subject to all applicable rulings and interpretations of the Secretary of Labor which are now or may
hereafter be in effect.
(ASPR 7-203.17) (12-604) (60 Ed.)
DELETED - SEE CLAUSE `.2.2 N P GP
? .
324-326) and
ing provisions and exc
tions of said Law:
vered by the Walsh-Healey Public Contracts Act (41 U.S.C. 35-45), is subject to th
of said Eight-Hour Law of 1912, as amended, and to all other provis.
No laborer or mechanic doing any pa
or any subcontractor contracting for any part o
than eight hours in any one calendar day upon such
such laborer or mechanic in accordance with the provisions o
employed by the Contractor or any subcontractor enga
on a basic day rate of eight hours per da ; and
condition that every such laborer and mec
per day at not less than one and on
clause a penalty of five dolla
employee is required o
m
work conteplated by this contract
work contemplated, sha
xcept u
?
e p
in excess of eight
s all be compensated for all hour
imes the basic rate of pay. For each violation o
be imposed for each laborer or mechanic for every calendar
itted to labor more than eight hours upon said work without receiving
excep-
e employ of the Contractor
quired or permitted to work more
condition that compensation is paid to
use. The wages of every laborer and mechanic
ance of this contract shall be computed
r day is permitted only upon the
d in excess of eight hours
e uirements of this
which such
ation
CO
011.????????????????=sa."..-..?....1111,???????41.4.4??
23. PAYMENT FOR OVERTIME AND SHIFT PREMIUMS (Feb. 1962)?(a) Allowable Cost shall not include
any amount on account of overtime premiums or shift premiums, except to the extent that they either til are
approved in writing on behalf of the Government or (ii) are paid for work?
(A) necessary to cope with emergencies such as those resulting from accidents, natural disasters, break-
downs of production equipment, or occasional production bottlenecks of a sporadic nature;
(B) by indirect labor employees such as those performing duties in connection with administration, pro-
tection, .transportation, maintenance, standby plant protection, operation of utilities, or accounting;
(C) in the performance of tests, industrial processes, laboratory procedures, loading oi unloading of trans-
portation media, and operations in flight or afloat, which are continuous in nature and cannot reasonably be in-
terrupted or otherwise completed; or
(D) which will result in lower overall cost to the Government.
(b) The cost of overtime premiums or shift premiums otherwise allowable under (a) above shall be allowed
only to the extent the amount thereof is reasonable and properly allocable to the work under this contract
(ASPR 7-203.27) (60 Ed.) revised 15 Feb, 1962 (ASPR Rev. No, 7)
21. NONDISCRIMINATION IN EMPLOYMENT (Jul 1962) (The following clause is applicable unless this eon
-
tract is exempt under the rules and regulations of the President's Committee on Equal Emplovinent ?plow,
tunity issued pursuant to Executive Order No. 10925 of March 6, 1961 (26FR 1977))
In connection with the performance of work under this contract, the Contractor agrees as follows'
(a) The Contractor will not discriminate against any employee or applicant for employment because of race,
creed, color, or national origin. The Contractor will take affirmative action to ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, creed, color, or national origin
Such action shall include, but not be limited to, the following. Employment, upgrading, demotion or transfer; re-
cruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to
employees and applicants for employment, notices to be provided by the Contracting Officer setting forth the pro-
visions of this Nondiscrimination in Employment clause.
(b) The Contractor will, in all solicitations or advertisements f or employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive oonsideration f o r employment without regard to race,
creed, color, or national origin.
(c) The Contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice, to be provided by the Contracting Oilier, advis
lug the said labor union or workers' representative of the Contractor's commitments under this section, and shall
post copies of the notice, in conspicuous places available to employees and applicants for employment.
(d) The Contractor will comply with all provisions of Executive Order No. 10925 of March 6, 1961, and of
the rules, regulations, and relevant orders of the President's Committee on Equal Ern/flown-in Opportunity In
effect as of the date of this contract
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The Contractor will furnish all information arid reports required y Exec?itive tinder No 0925, of March
6, 1961, and by the rules, regulations, and orders of the said Committee. i puri. a?t therew, and will permit
access to his books, records, and account:, by the contracting agency and the Committee for purposes of investiga-
tion to ascertain compliance with such rules. regulations, and orders.
(0 In the event of the
this contract or with any of
part and the Contractor May
ores authorized in Executive
remedies invoked as provided
mittee on Equal Employment
Contractor's noncompliance with the Nondiscrimination in Employment clause of
the said rules, regulations, or orders, this contract mac be cancelled in whole or in
be declared ineligible fm further Government contracts in accordance with proced-
Order No. 10925 of March 6, 1961, and such other sanctions may be imposed and
in the said Executive Order or by rule, regulation, or order of the President's Com-
Opportunity, or as otherwise provided by law.
(g) The Contractor will include the provisions of the foregoing paragraphs (a) through (f1 in every sub-
contract or purchase order unless exempted by rules, regulations, or orders of the President's Committee on Equal
Employment Opportunity issued pursuant to Section 303 of Executive Order No. 10925 of March 6, 1961, so that
such provisions will be binding upon each subcontractor Or vendor.* The Contractor will take such action with re-
spect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such pro-
visions, including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes in-
volved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the con-
tracting agency, the Contractor may request the United States to enter into such litigation to protect the interests
of the United States.
.The President's Committee on Equal Employment Opportunity interprets the first sentence of paragraph (g) to
mean that the Contractor will include the provisions of the foregoing paragraphs (a) through (f) in every first-
tier subcontract or purchase order, so that such provisions will be binding upon each such subcontractor or vendor,
and will require each first-tier subcontractor or vendor similarly to include the provisions of paragraphs (a) through
(0 in any subcontract or purchase order which he places, unless exempted by rules, regulations, or orders of the
President's Committee on Equal Employment Opportunity issued pursuant to Section 303 of Executive Order 10925
of March 6, 1961.
ASPR 7-203.18) (12-802) revised 30 July 1962 (ASPR Rev. No. 10)
25. NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (Sept. 1958)
(a) Whenever the Contractor has knowledge that any actual or potential labor dispute is delaying or threat-
ens to delay the timely performance of this contract, the Contractor shall immediately give notice thereof, includ-
ing all relevant information with respect thereto, to the Contracting Officer.
(b) The Contractor agrees to insert the substance of this clause, including this paragraph (b). in any sub-
contract hereunder as to which a labor dispute may delay the timely performance of this contract, except that
each such subcontract shall provide that in the event its timely performance is delayed or threatened II delay
by any actual or potential labor dispute, the subcontractor shall immediately notify its next higher tier subcon-
tractor, or the prime contractor, as the case may be, of all relevant information with respect to such dispute.
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WORK HOURS ACT OF 1962 -- OVERTIML COMka.sArioN (Oct. 1962)
This contract, to the extent that it is of a character specified
in the eiork Hours Act of 1962 (Public Law 87-581, 76 Stat. 357-360) and
is not covered by the 4aish-Healey kublic Contracts Act (41 L.S.C. 35-45),
is subject to the following provislons and to all other provisions and
exceptions of said 4ork Hours Act of 1962.
(a) No Contractor or subcontractor contracting for any part of the
contract work shall require or permit any laborer or mechanic to be
employed on such work in excess of eight hours in any calendar day or
in excess of forty hours in any workweek unless such laborer or mechanic
receives compensation at a rate not less than one and one-half times his
basic rate of pay for all hours worked in excess of eight hours in any
calendar day or in excess of forty hours in such workweek, whichever is
the greater number of overtime hours.
(b) in the event of any violation of the provisions of paragraph
(a), the Contractor and any subcontractor responsible for such violation
shall be liable to any affected employee for his unpaid wages. In addition,
such Contractor or subcontractor shall be liable to the United States for
liquidated damages. Such liquidated damages shall be computed, with
respect to each individual laborer or mechanic employed in violation of
the provisions of paragraph (a), in the sum of $10 for each calendar day
on which such employee was required or permitted to work in excess of
eight hours or in excess of forty hours in a workweek without payment of
the required overtime wages.
(c) The Contracting Officer may withhold, or cause to be withheld,
from moneys payable on account of work performed by the Contractor or
subcontractor, the full amount of wages required by this contract and
such sums as may administratively be determined to be necessary to
satisfy any liabilities of such Contractor or subcontractor for liquidated
damages as provided in paragraph (b)."
(ASPR 7-203.16) (12-303.1) (60 Ed.) revised 31 Dec. 1962) (ASPR Rev. No0 13)
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zr,. PRIORIT1Es, ALLOCATIONS, AND ..ILLOTMENTS (Jan. 1961)
The Contractor shall follow the provisions of DMS Reg. 1 and all other applicable regulations and orders of the
Business and Defense Services Administration in obtaining controlled materials and other products and materials
needed to fill this order.
(ASPR (7-204.15) (7-104.18) (60 Ed), revised $1 Jan_ 1961 (ASPR Rev. No. 3))
27. RENEGOTIATION (Oct. 1959)
(a) To the extent required by law, this contract is subject to the Renegotation Act of 1951 (50 U.S.C. App.
1211, et seq.), as amended, and to any subsequent act of Congress providing for the renegotiation of contracts.
Nothing contained in this clause shall impose any renegotiation obligation with respect to this contract or any sub-
contract hereunder which is not imposed by an act of Congress heretofore or hereafter enacted. Subject to t h e
foregoing this contract shall be deemed to contain all the provisions required by Section 104 of the Renegotiation
Act of 1951, and by any such other act, without subsequent contract amendment specifically incorporating such
provisions.
(b) The Contractor agrees to insert the provisions of this clause, including this paragraph (b), in all sub-
contracts, as that term is defined in Section 103g of the Renegotiation Act of 1951, as amended.
(ASPR 7-203.1:1i (7-103.13) (60 Ed.1
28. ASSIGNMENT OF CLAIMS (Feb. 1962)
(a) Pursuant to the provisions of the Assignment of Claims Act of 1940, as amended (31 U. S. C. 203, 41
U. S. C. 15), if this contract provides for payments aggregating $1,000 or more, claims for monies due or to be-
come 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
reassigned to any such institution. Any such 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 he made to one party as agent or trustee f o r two Or more parties participating in such
financing. Unless otherwise provided in this contract, 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 reduction or set-off.
(b) In no event shall copies of this contract or of any plans, specifications, or other similar documents re-
lating to work under this contract, if marked "Top Secret," "Secret," or "Confidential," be furnished to any as-
signee of any claim arising under this contract or to any other person not entitled to receive the same. However,
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 assignee upon the prior written authorization of the Contracting Officer.
(ASPR 7-203.6) (60 Ed.) revised 15 Feb. 1962 (ASPR Rev. No. 7)
29. OFFICIALS NOT TO BENEFIT (Jul. 1949)
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.
ASPR 7-203.19) (7-103.19) (60 Ed.)
30. COVENANT AGAINST CONTINGENT FEES (Jan. 1958)
file Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this
contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting
bona fide employees or bona fide established commercial or selling agencies maintained by the Contractor for the
purpose of securing business. For breach or violation of this 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 commission, percentage, brokerage or contingent fee,
ASPR 7-203.20) (7-103.20) (60 Ed.)
31. GRATUITIES (Mar. 1952)
(a) The Government may, by written notice to the Contractor, terminate the right of the Contractor to pro-
ceed under this contract if it is found, after notice and hearing, by the Secretary or his duly authorized represen-
tative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by the Contractor,
or any agent or representative of the Contractor, to any officer or employee of the Government with a view toward
securing a contract or securing favorable treatment with respect to the awarding or amending, or the making of
any determinations with respect to the performing of such contract.; provided, that the existence of r. h e facts
upon which the Secretary or his duly authorized representative makes such findings shall be in issue and may he
reviewed in any competent court.
(b) In the event this contract is terminated as provided in paragraph (a) hereof, the Government shall be
entitled (1) to pursue the same remedies against the Contractor as it could pursue in the event of a breach of the
contract by the Contractor, and (ii) as a penalty in addition to any other damages to which it may he entitled by
law, to exemplary damages in an amount (as determined by the Secretary or his duly authorized representative)
which shall be not less than three nor more than ten times the costs incurred by the Contractor in providing any
such gratuities to any such officer or employee.
(c) The rights and remedies of the Government provided in this clause shall not he exclusive and are in ad-
dition to any other rights and remedies provided ny law or under this contract.
(ASPR 7-204.14) (7-104.16) (60 Ed.)
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ADDITIONAL GP.NERAL PROVISIONS
32. SHIPMENTS. (Oct. 1957)- (a) Urnees otherwise provided in this contract or unless the Contracting Officer
acting under the "Changes" clause hereof directs in writing otherwise all supplies to he furnished under this con-
tract shall be delivered f.o.b. carrier's equipment at the plant or plants at which such supplies are to be finally in-
spected and accepted, or if the facilities for shipment by carrier's equipment are not available at the Contractor's
plant, f.o.b. the point or points nearest thereto that carrier service is available. When the carrier's equipment is
rail, any shipment occupying sufficient space an a railroad car to constitute a carload shipment subject to carload
freight rates shall be properly and adequately loaded in freight ears by the rentractor, and any shipment subject
to lees-than-carload freight rates shall be delivered by the Contractor into the carrier's possession at the Con-
tractor's plant, or at the point or points nearest thereto at which delivery can be effected.
(b) Whenever it is provided in this contract that supplies shall be delivered f.o.b. specified destinations, such
supplies shall be shipped direct by the Contractor to the specified destinations on commercial bills of lading, at
the expense of the Contractor. Provided, however, that nothing contained herein shall preclude reimbursement of
the Contractor by the Government of any such transportation expenses if this is a cost-reimbursement type contract.
(c) Notwithstanding other provisions of this contract, shipments made under cost-reimbursement contracts
which do not exceed (i) 1000 pounds if shipped by rail, truck, or freight forwarder, or (ii) 100 pounds if shipped
by railway express, or (iii) 50 pounds if shipped by commercial air, shall be made by commercial bills of lading,
charges to destination(s) paid by the Contractor.
(d) If the Contracting Officer directs in writing that any of the supplies to be furnished hereunder be de-
livered to a carrier for shipment from a point other than specified in this contract, equitable adjustment shall be
made in the contract price in the manner provided in the general provisions of this contract entitled "Changes."
(e) Shipping Instructions. If not otherwise provided herein, names of consignees of all supplies to be de-
livered by the Contractor hereunder will be furnished in writing by the Contracting Officer at a later date. Request
therefor shall be made to such address as the Contracting Officer may direct, not later than thirty (30) days prior
to the date on which any of the articles are ready for shipment.
(f) Routing Instructions. If not otherwise provided herein and deliveries are other than f.o.b. specified
destinations, Government routing instructions will he furnished to the Contractor in writing by the Contracting
Officer at a later date. If the Government routing instructions have not been received by t h e Contractor thirty
(30) days prior to date on which any of the articles are anticipated to be ready for shipment, request therefor
shall immediately be made to the cognizant transportation activity specified herein.
(g) Notice of Shipments. (Jul. 1949) At the time of delivery of any shipment of supplies to a carrier for trans-
portation, the Contractor shall give prepaid notice of shipment to the consignee establishment, and to such other
persons or installations designated by the Contracting Officer, in accordance with instructions of the Contracting
Officer. If such instructions have not been received by the Contractor at least twenty-four (24) hours prior to
such delivery to a carrier, the Contractor shall request instructions from the Contracting Officer concerning the
:elite of shipment to be given. If ASPR 7-105.4)
Computation of Delivery Time. For the purpose of determining the fullfillment of this contract so fai
ab delivery dates are concerned, in the event the delivery point or points are not the same as the point or points
cos' destination, the time of delivery of the supplies shall be the date of delivery to the carrier ready for shipment
eestination.
(i) Shipments by the Government Unless this is a cost-reimbursement type contract, any articles, supplies
or other items to be delivered by the Government to the Contractor shall, unless otherwise provided herein, be de-
livered to the Contractor f.o.b. carrier's equipment at the plant or plants of t h e Contractor designated, or if
facilities for shipment by carrier's equipment are not available at the Contractor's plant or plants, f.o.b. the point
or points nearest thereto that carrier's equipment is available.
(j) Where the contract provides that inspection and acceptance shall be accomplished at a subcontractor's
plant (whether in whole or in part) the foregoing provisions, except paragraphs (e) and (f), shall be equally
applicable to such subcontractors as provided in said subcontract. Subcontractors' shipping instructions and rout-
ing instructions, if not previously furnished, shall be requested from the Prime Contractor.
(AFPI 7-204.50) (7-4004)
33. DATA?WITHHOIA)ING OF PA YMENT. (Apr. 1962) (This clause is appucable only if this contract contains
the "Data" clause set forth in ASPft 9-203.14
If "Subject Data" (as defined in the clause of this contract eneitled "Data"), or any part thereof, is not delivered
within the time specified by this contract or is deficient upon delivery (including having restrictive markings not
specifically authorized by the contract), the Contracting Officer may, until such data is delivered ee deficiencies are
corrected, withhold payment due the Contractor on account of aLiowatle costs and fixed fee, of ten percent (10%,
of the contract price, unless a lesser withholding is specified in the schedule. Payments shall not be withheld nor
any other action i.aken pursuant to this clause where the Contractor's failure to make timely de'..,,sery or to deliver
data without deficiencies arises out of causes beyond the control and without the fault or negligence of the Contractor
within the meaning of the clause hereof entitled "Excusable Delays." The withholding of any amcunt or subsequent
payment thereof to the Contractor shall out. be construed as a waiver of any rights accruing to the Government under
this contract.
ASPR 9-207.2(b) (60 Ed.) Mimed 15 Apr, 1962 (Rev. No. 9)
34. SUPERSEDING SPECIFICATIONS. (Jul 1948)? All references in any Government spectites.tion incorporated
herein to other Government specifications shall be deemed to include all specifications supplementziy to or supersed-
ing the specifications so referred to, to the extent that such supplementary or superseding specifications are in effect
at the date of Contractor's latest quotation, if the Contractoe*sa furnished or otherwise botifisd of the existence
of such supplementary or superseding speciticatiote at the time of said quotation
PI 7-204,50) (7-4024)
e
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35. QUALITY CONTROL SYSTEM. Manny
The Contractor shall provide and maintain a quality control system acceptable to the Government for the sup-
plies covered by this contract. The system of Quality Control shall be ir; accordance with Military Specifications
MIL-Q--9858, U. S. Air Force Bulletin No. 515, Control of Nonconforming Supplies and'IrMiKitairfflE4110(.41thili:
ita.1012flpfitaltielaktOU.MoilititefetlifinAftWeiglitiftr icreWMIOR41.611i51-irillt, as in effect on the date of this con-
tract. The provisions of this clagea 511511. be. inapplicable if this contract is one of the types specified in paragraph
1.2 of Ketriftiiii6tieW6t'S.fferlaii. '7
(AFPI 7-204.50) (7-4013) (60 Ed.) revised ::_o2,( M41'1)0'9613 t(1131.1ADMIAWililit ,AF}C, A''n
36. GOVERNMENT BILL OF LADING. (Jul 196.1e ?When it is provided in this contract that the supplies shall
be delivered other than f.o.b. specified destinations, shipment(s) will be made on a Government Bill of Lading, The re-
quired number of such Government Bills of Lading will be furnished to the Contractor by the cognizant transpor-
tation activity. The Contractor shall acknowledge receipt of these Government Bills of Lading in t h e manner
prescribed. As shipments are made, the Contractor shall prepare and distribute the applicable Government Bills of
Lading in accordance with AFLC Form 232, "Instructions for Processing U. S. Government Bill of Lading." The
Contractor also agrees that Government Bills of Lading in excess of the requirements of this contract will be re-
turned to the cognizant transportation activity within a reasonable time after final shipment. The use of U. S.
Government mailing indicia is authorized in lieu of U. S. Government Bills of Lading when commodity, weight,
and cube permit movement within the U. S. Postal Service.
(AFN 7-204.50) (7-4050) revised 24 July 1961 (AFPI Rev. No. 8)
Clause B.45 6n age
37. FINANCIAL MANAGEMENT REPORT. jallar...-10.614.414.
in the end of each calendar quarter, until such time as the uninvoiced dollar amount is less
than tor shall submit to the Contracting Officer, on DD Form 10 ovember 1959, or
other authorized form ca ? 11 the same information, fur e Contracting Officer, a report
of the financial status of the contract, as o e Contracting Officer play exten4 the time
for filing said report for a period not to exceed
38. LIMITATION ON WITHHOLDING OF PAYMENTS. (Sept. 1958)?If more than one clause or Schedule pro-
vision of this contract authorizes the temporary withholding of amounts otherwise payable to the Contractor for
supplies delivered or services performed, the total of the amounts so withheld at any one time shall not exceed the
greatest amount which may be withheld under any one such clause or Schedule provision at that time; provided,
that this limitation shall not apply to?
(i) withholdings pursuant to any clause relating to wages or hours of employees;
(ii) withholdings not specifically provided for by this contract; and
(iii) the recovery of overpayments.
(ASPR 7-204.18) (7-104.21) (60 Ed.)
39. GENERAL SERVICES ADIVLINISTRATION SUPPLY SOURCES. (Jul. 1962)?The Contracting Officer may
issue the Contractor an authorization to utilize General Services Administration supply sources for property to be
used in the performance of this contract. Title to all property acquired under such an authorization shall be in
the Government. All property acquired under such an authorization shall be subject to the provisions of para-
graphs (b) through (k) of the clause of this contract entitled "Government Property," unless this contract is
for research and development with a nonprofit institution executed on a no-fee basis, in which case paragraphs
-(c) through (n) shall apply.
(ASPR 7-204.28 (60 Ed.) revised 30 July 1962 (ASPR Rev. No. 10))
40. INTEREST. (Feb. 1962)?Notwithstanding any other provision of this contract, unless paid within 30 days
all amounts that become payable by the Contractor to the Government under this contract (net of any 'applicable
tax credit under the Internal Revenue Code) shall bear interest at the rate of six percent per annum from the
date dee until paid, and shall be subject to the adjustments as provided by Part 6 of Appendix E of the Armed
-Services Procurement Regulation, as in effect on the date of this contract. Amounts shall be due upon the earliest
one of (i) the date fixed pursuant to this contract, (ii) the date of the first demand for payment, (iii) the date
of a supplemental agreement fixing the amount, or (iv) if this contract provides for revision of prices, the date of
written notice to the contractor stating the amount of refund payable in connection with a pricing proposal or in
connection with a negotiated pricing agreement not confirmed by contract supplement.
ASPR Appendix E-620 (60 Ed.) issued 15 Feb. 1962 (ASPR Rev. No. 7)
41. COMPETITION IN SUBCONTRACTING. (Apr. 1962)
The Contractor shall select subcontractors (including suppliers) on a competitive basis to the maximum practical
extent consistent with the objectives and requirements of the contract.
ASPR 7-203.28 or 7-402.29 (60 Ed.) issued 16 Apr 1962 (ASPR Rev. No. 9)
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42. AUDIT AND RECORDS (NOV. 1962)
(a) The Contractor shall maintain books, records, documents, and other
evidence and accounting procedures and practices, sufficient to reflect properly
all direct and indirect costs of whatever nature claimed to have been incurred
and anticipated to be incurred for the performance of this contract. The foregoing
constitute "records" for the purposes of this clause.
(b) The Contractor's plants, or sueh part thereof as may be engaged in
the performance of this contract, and his records shall be subject at all
reasonable times to inspection and audit by the Contracting Officer or his
authorized representative.
(c) The Contractor shall preserve and make available his records (i) until
the expiration of three years from the date of final payment under this contract,
and (ii) for such longer period, if any, as is required by applicable statute,
or by other clauses of this contract, or by (A) or (B) below.
(A) If this contract is completely or partially terminated, the
records relating to the work terminated shall be preserved and made
available for a period of three years from the date of any resulting
final settlement.
(B) Records which relate to (i) appeals under the "Disputes"
clause of this contract or (ii) litigation or the settlement of
claims arising out of the performance of this contract, shall be
retained until such appeals, litigation or claims have been disposed
of.
(d) (1) The Contractor shall insert the substance of this clause, including
the whole of this paragraph (d), in each subcontract hereunder that is not on a
firm fixed-price basis.
(2) The Contractor shall insert the substance of the following clause
in each firm fixed-price subcontract hereunder in excess of $100,000, except
those subcontracts covered by subparagraph (3) below.
AUDIT -
(a) For purposes of verifying that cost or pricing data submitted
in conjunction with the negotiation of this contract or any contract change
or other modification involving an amount in excess of $100,000 are
accurate, complete, and current, the Contracting Officer, or his authorized
representatives, shall - until the expiration of three years from the data
of final payment under this contract - have the right to examine those
books, records, documents, and other supporting data which will permit
adequate evaluation of the cost or pricing data submitted, along with the
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computations and projections used therein, which were available to
the Contractor as of the date of execution of the Contractor's
Certificate of Current Cost or Pricing Data.
(b) The Contractor agrees to insert the substance of this clause
including this paragraph (b) in all subc'intracts hereunder in excess of
$100,000 unless the price is based on adequate price competition,
established catalog or market prices of commercial items sold in
substantial quantities to the general public, or prices set by law or
regulation.
(3) The Contractor shall insert the substance of the following clause
in each firm fixed-price subcontract hereunder in excess of $100,000 where the
price IB based on adequate price competition, established catalog or market
prices of commercial items sold in substantial quantities to the general public,
or prices set by law or regulation.
AUDIT - PRICE ADJUSTMEN1S
(a) This clause shall beccme operative only with respect to any
change or other modification made pursuant to one or more provisions of
this contract which involves a price adjustment in excess of $100,000?
unless the price adjustment is based an adequate price competition,
established catalog or market prices of commercial items sold in sub-
stantial quantities to the general public, or prices set by law or
regulation.
(b) For purposes of verifying that any cost or pricing data
submitted in conjunction with a contract change or other modification
involving an amount in excess of $100,000 are adequate* complete, and
current, the Contracting Officer, or his authorized representatives,
shall - until the expiration of three years from the date of final
payment under this contract - have the right to examine those books,
records, documents and other supporting data which will permit adequate
evaluation of the cost or pricing data submitted, along with the com-
putations and projections used therein* Which were available to the
Contractor as of the date of execution of the Contractor's Certificate
of Current Cost or Pricing Data.
(c) The Contractor agrees to insert the substance of this clause
including this paragraph (c) in all subcontracts hereunder in excess of
$100,000 unless the price is based on adequate price competitions
established catalog or market prices of commercial items sold in sub-
stantial quantities to the general public, or prices set by law or
regulation.
(ASFR 7-203.29) (7-104.41(c)) (60 Ed.), issued 26 November 1962 (ASFR Rev. No. 12)
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43. PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (NOV. 1962)
(a) If the Contracting Officer determines that any price, including
profit or fee, negotiated in connection with this contract was increased by
any significant SIM because the Contractor, or any subcontractor in connection
with a subcontract covered by (c) below, fur ished incomplete or inaccurate cost
or pricing data or data not current as certified in the Contractor's Certificate
of Current Cost or Pricing Data, than such price shall be reduced accordingly
and the contract shall be modified in writing to reflect such adjustment.
(b) Failure to agree on a reduction shall be a dispute concerning a
question of fact within the meaning of the nisputes" clause of this contract.
(c) The Contractor agrees to insert the substance of paragraphs (a) and
(c) of this clause in each of his cost-reimblrsement types price redeterminable,
or incentive subcontracts hereunder, and in any other subcontract hereunder in
excess of $100,000 unless the price is based on adequate price competition,
established catalog or market prices of commarcial items sold in substantial
quantities to the general public, or prices set by law or regulation. In each
such excepted subcontract hereunder which exceeds $100,000, the Contractor shall
insert the substance of the following clause.
PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA - PRICE
ADJUSTMENTS
(a) This clause shall become operative only with respect to any
change or other modification made pursuult to one or more provisions
of this contract which involves a price adjustment in excess of
$100,000* The right to price reduction under this Clause shall be
limited to such price adjustments.
(b) If the Contractor determines that any price, including profit
or fees negotiated in connection with any price adjustment under this
contract was increased by any significant sums because the subcontractor
or any of his subcontractors in connection with a subcontract covered
by paragraph (c) below, furnished incomplete or inaccurate cost or
pricing data or data not current as of the date of execution of the
subcontractor's certificate of current cost or pricing data, then such
price shall be reduced accordingly and the subcontract shall be modified
In writing to reflect such adjustment.
(c) The subcontractor agrees to insert the substance of this clause
in each subcontract hereunder which exceeds $100,000.
(ASPR 7-203.30) (7-104.29(a)) (60 Ed.), issued 26 November 1962 (ASPR Rev. No. 12) as
moaified by AFPC No. 5 dated 29 Jan. 1963)
* that is not based on adequate price competition, established catalog or market
price of commercial items sold in substantial quantities to the general public,
cr prices set by law or regulation.
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44. SUBCONIRACTOR COST AND PRICING DATA (NOV. 1962)
(a) The Contractor shall require subcontractors hereunder to submit
cost or pricing data under the following circumstances: (i) prior to award
of any cost-reimbursement type, incentive, or price redeterminable subcontract;
(ii) prior to the award of any subcontract the price of which is expected to
exceed $100,0003*
(b) The Contractor shall require subcontractors to certify, in substantially
the same form as that used in the certificate by the Prime Contractor to the
Government, that to the best of their knowledge and belief, the cost and pricing
data submitted under (a) above is accurate, complete, and current as of the date
of execution, which date shall be as close as possible to the date of agreement
on the negotiated price of the subcontract.
(c) The Contractor shall insert the substance of this clause, including
this paragraph (c), in each subcontract hereunder which exceeds 1100,000,
except where the price thereof is based an adequate price competition,
established catalog or market prices of commercial items sold in substantial
quantities to the general public, or prices set by law or regulation. In
each such excepted subcontract hereunder in excess of $100,000 the Contractor
shall insert the substance of the following clause:
SUBCONTRACTOR COST AND PRICING DATA - PRICE ADJUSTMENTS
(a) Paragraphs (b) and (c) of this clause shall become operative
only with respect to any change or other modification made pursuant to
one or more provisions of this contract which involves a price adjustment
in excess of $100,000. The requirements of this clause shall be
to such price adjustments.
(b) The Contractor shall require subcontractors hereunder to submit
cost or pricing data under the following circumstances: (i) prior to award
of any ccet-reimbursement type, incentive, or price redeterminable sub-
contract; (ii) prior to awagg of any subcontract, the price of which is
expected to exceed $100 00091emeeprapapampemes
espowbeiOftwesesedm$0000100.-
*(iii) prior to the pricing of any subcontract change or other modification for which
the price adjustment is expected to exceed $100,000; except, in the case of (ii)
or (iii)? where the price is based on adequate price competition, established
catalog or market prices of commercial items sold in substantial quantities to
the general public, or prices set by law or regulation.
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(c) The Contractor shall require subcontractors to certify, in
substantially the same farm as that used in the Certificate by the
Prime Contractor to the Government, that to the best of their knowledge
and belief the cost and pricing data submitted under (b) above is
accurate, complete, and current as of the date of the execution, which
date shall be as close as possible to the date of agreement on the
negotiated price of the contract modification.
(d) The Contractor shall insert the substance of this clause
Including this paragraph (d) in each subcontract hereunder which
exceeds $100,000.
(ASPR 7-203.A1) (7404,42(a)) (60 Fid?) issosa 26 November 1962 (AUR Rev, No, 12)
as modified by APPO Noo 5 dated 29 Jan. 1963)
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45. NEGOTIATED OVERHEAD RATES 0300.190ti ttlaTo 19163
(a) Notwithstanding the provisions of the clause of this contract entitled "Allowable
Cost, Fixed Fee, and Payment,""the allowable indirect costs under this contract shall be
obtained by applying negotiated overhead rates to bases agreed upon by the parties, as
specified below.
(b) The Contractor, as soon as possible but not later than ninety (90) days after the
expiration of each period specified in the Schedule, shall submit to the Contracting Officer
with a copy to the cognizant audit activity a proposed final overhead rate or rates for that
period based on the Contractor's actual cost experience during that period, together with
supporting cost data. Negotiation of final overhead rates by the Contractor and the Contracting
Officer shall be undertaken as promptly as practicable after receipt of the Contractor's
proposal.
(c) Allowability of costs and acceptability of cost allocation methods shall be
determined in accordance with Part 2 of Section XV of the Armed Services Procurement
Regulation as in effect en the date of this contrac-t e::41 withCe49.
this contract. ?
(d) The results of each negotiation shall be set forth 4rtiCaterlil1dteLITMAE115106.
which shall specify (i) the agreed final rates, (ii) the bases to which the rates apply, and
(iii) the periods for which the rates apply.
(e) Pending establishment of final overhead rates for any period, the Contractor shall
be reimbursed either at negotiated provisional rates as provided in the Schedule or at billing
rates acceptable to the Contracting Officer, subject to appropriate adjustment when the final
rates for that period are established. To prevent substantial over or under payment, the
provisional or billing rates may, at the request of either party, be revised by mutual agreement,
either retroactively or prospectively. Any such revision of negotiated provisional rates
provided in the Schedule shall be set forth inlwxema4m1?to this contract.
(f) Any failure by the parties to agree on any final rate or rates under this clause
shall be considered a dispute concerning a question of fact for decision by the Contracting
Officer yithin the meaning of the "Disputes" clause of this contract.
***
*or "Al ble Cost, Incentive Poe and Payment," as applicable to this ?entreat
? '" -*Altaic alAeJJ
(ASPR 3-704.1
'** as an amendment to 'tee Basic A4.eeme':; :in.corporaed in ocAttract,
and shall thereby coZstitute a modification of tdie contraot,
*** (g) Nothing in this claase 6.ter1. Itaolttde the admiciatrative Contracting.
Officer from negttiating final ofverheaa rates for any fractional periods
less than six () months necessary' to close oat a oontrart as anthorizei
by APPI 3-705.
APYA -5W
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Aft
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46. RUMS - In connection with direct charges to the contract, the Contractor
shall not be required to account or pay over to the Government any unclaimed wages,
salaries or other payments owed to employees, agents, subcontractors or vendors of
the Contractor by reason of work performed under this contract or any unclaimed wage
or salary deductions or other accumulations held for the account of any employees or
agents of the Contractor so long as the Contractor is under any liability or obliga-
tion with respect to such wares, salaries, deductions, accumulations or other payments.
47. SUPPLEMENTAL PROVISIONS - GOVERNMENT PROPERTY - (a) Pursuant to paragraph (i)
of the clause of this contract entitled "Government Property," the Contractor is
hereby authorized to omit from the inventory schedules required by said paragraph
) any scrap consisting of faulty castings or forgings, or cutting and nrosessing
-:aste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings,
clippings, and remnants, and to dispose of such scrap in accordance with the Con-
normal practice and account therefor as a part of general overhead or
.ther reimburseable cost in accordance with the Contractor's established accounting
nracedures.
(b) It is further understood and agreed that the provisions of paragraph .1.j)
a the clause of this contract entitled "Government Property" Shall not prejudice the
right of the Contractor to include a properly allocable portion of such costs under
any other contract with the Government.
48. AnDITIONAL PROVISIONS CONCYTNING PAYTENT OF ALLOWABLE COSTS - Payment of
Approved Costs Tepresenting Progress Payments and Cost Reimbursement to Sub:7?n-
tractors: It is agreed that the provisions of this contract shall not be construed
as requiring the Contractor to submit proof of prior payment of progress payments and
cost reimbursement to subcontractors as a prerequisite to approval for payment of
such costs by the Contracting Officer, provided the Contractor complies with its
normal business practice of recording subcontractor's invoices or vouchers on its
books and liquidating its liabilities promptly when due.
49. ALLOWABLE COSTS - Without limiting the generality of the clause entitled,
"Allowable Cost, Fixed Fee, and Payment" or the clause entitled "Allowable Cost,
Incentive Fee, and Payment," as applicable to this contract and Clause 45, Allow-
able Items of Cost hereunder shall include but 4102 not be limited to the following:,
(1) a. There Shall be added to the amount of all direct expenditures for which
reimbursement is authorized and paid to the Contractor certain negotiated
provisional rates or billing rates, subject to the provisions of the clause
of this contract entitled "Negotiated Overhead Rates."
b. For purposes of negotiation of final overhead rates under this para-
graph, a proper and reasonable amount of the corporate level general re-
search costs incurred by the Contractor's General Engineering and Research
laboratories will be included as an allowable expense.
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c. For the purpose of negotiation of final overhead rates under this
paragraph, reimbursement shall also be made under this contract for the
cost of contractor's independent research and development programs con-
ducted at division and department level, as distinguished from corporate
level general research, to the extent that such cost is reasonable and
proper in accordance with paragraph 25-205.35 of the Armed Services Pr.,-
curement Regulation as in effect on the date of this basic agreement.
The extent to which the cost of such independent research and development
programs is allowable maybe the subject of advance agreements between
the contractor and the appropriate negotiating activity of the Defense
Department.
(2) In connection with the work under this contract, the Contractor shall be
free but not Obligated to use any articles customarily produced or assembled by the
Contractor in the regular course of its business, provided that such articles are
billed at a price approved by the Contracting Officer and the Contractor hereby
agrees that the said price shall be equal to or less than the prices charged to
other commercial users in the regular course of its business. In addition, articles
or services such as computer operation maybe procured from other operating organ-
ization components of the Contractor on a fixed-price basis, provided the Con-
tracting Officer gives prior approval to such procurement.
23 AF 33(657)-5117
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SECTION B SP7CIAL PROVISIONS
The clauses set forth in this section shall become a part of any contractual
instrument entered into between the United States Air Force and the Contractor,
if agreed upon by the said parties and iricorporated by specific reference. Only
those clauses specifically referred to shall become a part of such contractual
instrument.
24 AF 33(657)-5117
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B.1'
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PATENT RIM-. (LICENSE) (Apr. 1962)?(a) As
meanings set forth below:
(i) The term "Subject Invention" means any invention,
conceived or first actually reduced to practice either?
(A) in the performance of the experimental, developmental, or research work called for or required under this
contract; 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; provided that the term "Sub-
ject 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.
(ii) The term "Technical Personnel" means any person employed by or working under contract with the Contractor
(other than a subcontractor whose responsibilities with respect to rights accruing to the Government in inventions arising
under subcontracts are set forth in (g) and (h) below), who, by reason of the nature of his duties in connection with the per-
formance of this contract, would reasonably be expected to make inventions.
(iii) The terms "subcontract" and "subcontractor" mean any subcontract or subcontractor of the Contractor, and any
lower-tier subcontract or subcontractor under this contract.
(b) (1) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, and royalty-
free license to practice, and cause to be practiced by or for the United States Government, throughout the world, each Subject
Invention in the manufacture, use, and disposition according to law, of any article or material, and in the use of any method.
Such license (1) shall be nontransferable, except thatthe Government shall have the right to grant sub-licenses to any foreign
government or international organization specifically for use in programs established by International Agreements for
research, development or production of weapons or equipment for mutual defense and (ii) shall include the practice of Sub-
ject Invention in the manufacture, use, and disposition of any article or material, in the use of any method, or in the perform-
ance of any service acquired by or for the Government or with funds derived through the Military Assistance Program of the
Government or otherwise through the Government.
(2) With respect to:
(I) any Subject Invention made by other than Technical Personnel; and
(ii) tiny Subject Invention conceived prior to, but first actually reduced to practice in the course of, any of the
experimental, developmental, or research work specified in (a)(1) above;
the obligation of the Contractor to grant a license as provided in (b)(1) above, to convey title as provided in (d)(ii)(B) or
(d)(iv) below, and to convey foreign rights as provided in (e) below, shall be limited to the extent of the Contractor's right
to grant the same without incurring any obligation to pay royalties or other compensation to others solely on account of
said grant. Nothing contained in this Patent Rights clause shall be deemed to grant any license under any invention other
than a Subject Invention.
(c) The Contractor shall furnish to the Contracting Officer the following information and reports concerning Subject
Inventions which reasonably appear to be patentable:
(i) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together
with a written statement specifying whether or not a United States patent application claiming the Invention has been or will
be filed by or on behalf of the Contractor;
(ii) interim reports at least every twelve months, commencing with the date of this contract, each listing all such
Inventions conceived or first actually reduced to practice more than three months prior to the date of the report, and not
listed on a prior interim report, or certifying that there are no such unreported Inventions; and
(Ili) prior to final settlement of this contract, a final report listing all such Inventions including all those previously
listed in interim reports.
(d) In connection with each Subject Invention referred to in (c)(i) above, the Contractor shall do the following:
(i) if the Contractor specifies that a United States patent application claiming such Invention will be filed, the Con-
tractor shall file or cause to be filed such application in due form and time; however, if the Contractor, after having specified
that such an application would be filed, decides not to file or cause to be filed said application, the Contractor shall so notify
the Contracting Officer at the eserliest practicable date and in any event not later than eight months after first publication,
public use or sale.
(ii) if the Contractor specifies that a United States patent application claiming such Invention has not been filed and
will not be filed (or having specified that such an application will be filed thereafter notifies the Contracting Officer to the
contrary), the Contractor shall:
(A) inform the Contracting Officer in writing at the earliest practicable date of any publication of such Invention
made by or known to the Contractor or, where applicable, of any contemplated publication by the Contractor, stating the
date and identity of such publication or contemplated publication; and
(B) convey to the Government the Contractor's entire right, title, and interest in such Invention by delivering to
the Contracting Officer upon written request such duly executed instruments (prepared by the Government) of assignment and
application, and such other papers as are deemed necessary to vest in the Government the Contractor's right, title, and
interest aforesaid, and the right to apply for and prosecute patent applications covering such Invention throughout the world,
subject, however, to the rights of the Contractor in foreign applications as provided in (e) below, and subject further to the
reservation of a nonexclusive and royalty-free license to the Contractor (and to his existing and future associated and
affiliated companies, if any, within the corporate structure of which the Contractor is a part) which license shall be assignable
to the successor of that part of the Contractor's business to which such Invention pertains;
(iii) the Contractor shall furnish promptly to the Contracting Officer on request an irrevocable power of attorney to
inspect and make copies of each United States patent application filed by or on behalf of the Contractor covering any such
Invention;
(iv) in the event the Contractor, or those other than the Government deriving rights from the Contractor, elects not
to continue prosecution of any such United States patent application filed by or on behalf of the Contractor, the Contractor
shall so notify the Contracting Officer not less than sixty days before the expiration of the response period and, upon written
request, deliver to the Contracting Officer such duly executed instruments (prepared by the Government) as are deemed
necessary to vest in the Government the Contractor's entire right, title, and interest in such Invention and the application,
subject to the reservation as specified in (d)(11) above; and
used in tnis clause, the following terms shall have the
improvement, or discovery (whether or not patentable)
ASPR 9-107.2(b)(Rev. 10)
25
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AF 33(657)-5117
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(v) the Contractor shall deliver to the Contracting Officer duly executed instruments fully confirmatory of any license
rights herein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government deriving rights from the Contractor, shall, as between the
parties hereto, have the exclusive right to file applications on Subject Inventions in each foreign country within:
(1) nine months from the date a corresponding United States application is filed;
(ii) six months from the date permission is granted to file foreign applications where such filing had been prohibited
for security reasons; or
(iii) such longer period as may be approved by the Contracting Officer.
The Contractor shall, upon written request of the Contracting Officer convey to the Government the Contractor's entire
right, title, and interest in each Subject Invention in each foreign country in which an application has not been filed within
the time above specified, subject to the reservation of a nonexclusive and royalty-free license to the Contractor together with
the right of the Contractor to grant sublicenses, which license and right shall be assignable to the successor of that part of the
Contractor's business to which the Subject Invention pertains.
(f) If the Contractor fails to deliver to the Contracting Officer the interim reports required by (c)(1i) above, or fails to
furnish the written disclosures for all Subject Inventions required by (c)(1) above shown to be due in accordance with any
interim report delivered under (c)(11) or otherwise known to be unreported, there shall be withheld from payment until the
Contractor shall have corrected such failures either ten (10) percent of the amount of this contract, as from time to time
amended, or five thousand dollars ($5,000), whichever is less. After payment of eighty (80) percent of the amount of this
contract, as from time to time amended, payment shall be withheld until a reserve of either ten (10) percent of such amount,
or five thousand dollars ($5,000), whichever is less, shall have been set aside, such reserve or balance thereof to be retained
until the Contractor shall have furnished to the Contracting Officer:
(i) the final report required by (c)(iii) above;
(ii) written disclosures for all Subject Inventions required by (c)(i) above which are shown to be due in accordance
with interim reports delivered under (c)(ii) above, or in accordance with such final reports, or are otherwise known to be
unreported; and
(iii) the information as to any subcontractor required by (h) below.
The maximum amount which may be withheld under this paragraph (f) shall not exceed ten (10) percent of the amount of
this contract or five thousand dollars ($5,000), whichever is less, and no amount shall be withheld under this paragraph (f)
when the amount specified by this paragraph (f) is being withheld under other provisions of this contract. The withholding
of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to
the Government under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any
amounts from a subcontractor to enforce compliance with the patent provisions of a subcontract.
(g) The Contractor shall, unless otherwise authorized by the Contracting Officer as hereafter provided, include a
patent rights clause containing all the provisions of this Patent Rights Clause except provision (f) in any subcontract here-
under of three thousand dollars ($3,000) or more having experimental, developmental, or research work as one of its
purposes. In the event of refusal by a subcontractor to accept such a patent rights clause, the Contractor (i) shall promptly
submit a written report to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other per-
tinent information which may expedite disposition of the matter, and (ii) shall not proceed with the subcontract without the
written authorization of the Contracting Officer. Reports, instruments, and other information required to be furnished by a
subcontractor to the Contracting Officer under the provisions of such a patent rights clause in a subcontract hereunder may,
upon mutual consent of the Contractor and the subcontractor (or by direction of the Contracting Officer) be furnished to the
Contractor for transmission to the Contracting Officer.
(h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract
containing one or more patent rights clauses; furnish the Contracting Officer a copy of each of such clauses; and notify the
Contracting Officer when such subcontract is completed. It is understood that with respect to any subcontract clause granting
rights to the Government in Subject Inventions, the Government is a third party beneficiary; and the Contractor hereby
assigns to the Government all the rights that the Contractor would have to enforce the subcontractor's obligations for the
benefit of the Government with respect to Subject Inventions. If there are no subcontracts containing patent rights clauses, a
negative report is required. The Contractor shall not be obligated to enforce the agreements of any subcontractor hereunder
refitting to the obligations of the subcontractor to the Government in regard to Subject Inventions.
(i) The Contractor recognizes that the Government, or a foreign government with funds derived through the Military
Assistance Program or otherwise through the United States Government, may contract for property or services with respect
to which the vendor may be liable to the Contractor for royalties for the use of a Subject Invention on account of such a con-
tract. The Contractor further recognizes that it is the policy of the Government not to pay in connection with its contracts,
or to allow to be paid in connection with contracts made with funds derived through the Military Assistance Program or
otherwise through the United States Government, charges for use of patents in which the Government holds a royalty-free
Reviled.. In recognition of this policy, the Contractor agrees to participate in and make appropriate arrangements for the
exclusion of such charges from such contracts or for the refund of amounts received by the Contractor with respect to any
suds charges not so excluded.
ASPR 9-107.2(b)(Rev.10)
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?
"8 2
0... ...... ...PATENT RIGHTS. (LICENSE)(SPACE) (Apr. 1962)?(a) As used in this clause, the following terms shall have
the meanings set forth below:
(1) The term "Subject invention" means any invention, tA-1.i. diiy.ovety (whether or not patentable) con-
ceived or first actually reduced to practice either?
(A) in the performance of the experimental, developmental, or research work called for or required under this
contract; 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; provided that the term "Sub-
ject 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.
(ii) The term "Technical Personnel" means any person employed by or working under contract with the Contractor
(other than a subcontractor whose responsibilities with respect to rights accruing to the Government in inventions arising
under subcontracts are set forth in (g) and (h) below), who, by reason of the nature of his duties in connection with the per-
formance of this contract, would reasonably be expected to make inventions.
(ill) The terms "subcontract" and "subcontractor" mean any subcontractor subcontractor of the Contractor, and any
lower-tier subcontract or subcontractor under this contract.
(b) (1) The Contractor agrees to and does hereby grant to the Government an irrevocable, nonexclusive, and royalty-
free license to practice, and cause to be practiced by or for the United States Government, throughout the world, each Subject
Invention in the manufacture, use, and disposition according to law, of any article or material, and in the use of any method.
Such license (i) shall be nontransferable, except that the Government shall have (a) the right to grant sublicenses to any
foreign government or international organization specifically for use in programs established by International Agreements
for research, development or production of weapons or equipment for mutual defense and (b) the right to grant sublicenses
to others, under such terms and conditions as may be prescribed, for the practice of any Subject Invention throughout the
world in the design, development, manufacture, operation, maintenance and testing of communicatione satellite systems, and
of equipment, components, and ground tracking, transmitting and receiving facilities therefor, and (it) shall include the
practice of Subject Invention in the manufacture, use, and disposition of any article or material, in the use of any method or
in the performance of any service acquired by or for the Government or with funds derived through the Military Assistance
Program of the Government or otherwise through the Government.
(2) With respect to:
(i) any Subject Invention made by other than Technical Personnel; and
(ii) any Subject Invention conceived prior to, but first actually reduced to practice in the course of, any of the
experimental, developmental, or research work specified in (a)(i) above;
the obligation of the Contractor to grant a license as provided in (b)(1) above, to convey title as provided in (d)(11)(B) or
(d)(iv) below, and to convey foreign rights as provided in (e) below, shall be limited to the extent of the Contractor's right
to grant the same without incurring any obligation to pay royalties or other compensation to others solely on account of
said grant. Nothing contained in this Patent Rights clause shall be deemed to grant any license under any invention other
than a Subject Invention.
(c) The Contractor shall furnish to the Contracting Officer the following information and reports concerning Subject
Inventions which reasonably appear to be patentable:
(i) a written disclosure promptly after conception or first actual reduction to practice of each such Invention together
with a written statement specifying whether or not a United States patent application claiming the Invention has been or will
be filed by or on behalf of the Contractor;
(11) interim -reports at least every twelve months, commencing with the date of this contract, each listing all such
Inventions conceived or first actually reduced to practice more than three months prior to the date of the report, and not
listed on a prior interim report, or certifying that there are no such unreported Inventions; and
(iii) prior to final settlement of this contract, a final report listing all such Inventions including all those previously
listed in interim reports.
(d) In connection with each Subject Invention referred to in (c)(i) above, the Contractor shall do the following:
(i) if the Contractor specifies that a United States patent application claiming such Invention will be filed, the Con-
tractor shall file or cause to be filed such application in due form and time; however, if the Contractor, after having specified
that such an application would be filed, decides not to file or cause to be filed said application, the Contractor shall so notify
the Contracting Officer at the earliest practicable date and in any event not later than eight months after first publication,
public use or sale.
(ft) if the Contractor specifies that a United States patent application claiming such Invention has not been filed and
will not be filed (or having specified that such an application will be filed thereafter notifies the Contracting Officer to the
contrary), the Contractor shall:
(A) inform the Contracting Officer in writing at the earliest practicable date of any publication of such Invention
made by or known to the Contractor or, where applicable, of any contemplated publication by the Contractor. stating the
date and identity of such publication or contemplated publication; and
(B) convey to the Government the Contractor's entire right, title, and interest in such Invention by delivering to
the Contracting Officer upon written request such duly executed instruments (prepared by the Government) of assignment and
application, and such other papers as are deemed necessary to vest in the Government the Contractor's right, title, and
Interest aforesaid, and the right to apply for and prosecute patent applications covering such Invention throughout the world,
subject, however, to the rights of the Contractor in foreign applications as provided in (e) below, and subject further to the
reservation of a nonexclusive and royalty-free license to the Contractor (and to his existing and future associated and
affiliated companies, if any, within the corporate structure of which the Contractor is a part) which license shall be assignable
to the successor of that part of the Contractor's business to which such Invention pertains;
(111) the Contractor shall furnish promptly to the Contracting Officer on request an irrevocable power of attorney to
inspect and make copies of each United States patent application filed by or on behalf of the Contractor covering any such
Invention;
(iv) in the event the Contractor, or those other than the Government deriving rights from the Contractor, elects not
to continue prosecution of any such United States patent application flied by or on behalf of the Contractor, the Contractor
shall so notify the Contracting Officer not less than sixty days before the expiration of the response period and, upon written
request, deliver to the Contracting Officer such duly executed instruments (prepared by the Government) as are deemed
necessary to vest in the Government the Contractor's entire right, title, and interest in such Invention and the application,
subject to the reservation as specified in (d)(ii) above; and
ASPR 9-107.2(b) and 9-107-8 (Rev. 10)
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(v) the Contractor shall deliver to the Contracting Officer duly executed instruments fully confirmatory of any license
rights herein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government deriving rights from the Contractor, shall, as between the
parties hereto, have the exclusive right to file applications on Subject Inventions in each foreign country within:
(i) nine months from the date a corresponding United States application is filed;
(ii) six months from the date permission is granted to file foreign applications where such filing had been prohibited
for security reasons; or
(iii) such longer period as may be approved by the Contracting Officer.
The Contractor shall, upon written request of the Contracting Officer convey to the Government the Contractor's entire
right, title, and interest in each Subject Invention in each foreign country in which an application has not been filed within
the time above specified, subject to the reservation of a nonexclusive and royalty-free license to the Contractor together with
the right of the Contractor to grant sublicenses, which license and right shall be assignable to the successor of that part of the
Contractor's business to which the Subject Invention pertains.
(f) If the Contractor fails to deliver to the Contracting Officer the Interim reports required by (c)(11) above, or fails to
furnish the written disclosures for all Subject Inventions required by (c)(1) above shown to be due in accordance with any
interim report delivered under (c)(11) or otherwise known to be unreported, there shall be withheld from payment until the
Contractor shall have corrected such failures either ten (10) percent of the amount of this contract, as from time to time
amended, or five thousand dollars ($5,000), whichever Is less. After payment of eighty (80) percent of the amount of this
contract, as from time to time amended, payment shall be withheld until a reserve of either ten (10) percent of such amount,
or five thousand dollars ($5,000), whichever is less, shall have been set aside, such reserve or balance thereof to be retained,
until the Contractor shall have furnished to the Contracting Officer:
(1) the final report required by (c)(iii) above;
(Li) written disclosures for all Subject Inventions required by (OM above which are shown to be due in accordance
with interim reports delivered under (c)(11) above, or in accordance with such final reports, or are otherwise known to be
unreported; and
(11i) the Information as to any subcontractor required by (h) below.
The maximum amount which may be withheld under this paragraph (I) shall not exceed ten (10) percent of the amount of
this contract or five thousand dollars ($5,000), whicheveris less, and no amount shall be withheld under this paragraph (f)
when the amount specified by this paragraph (f) ls.being withheld under other provisions of this contract. The withholding
of any amount or subsequent payment thereof to the Contractor shall not be construed as a waiver of any rights accruing to
the Government under this contract. This paragraph (f) shall not be construed as requiring the Contractor to withhold any
amounts from a subcontractor to enforce compliance with the patent provisions of a subcontract.
(g) The Contractor shall, unless otherwise authorized by the Contracting Officer as hereafter provided, include a
patent rights clause containing all the provisions of this Patent Rights Clause except provision (f) in any subcontract here-
under of three thousand dollars ($3,000) or more having experimental, developmental, or research work as one of its
purposes. In the event of refusal by a subcontractor to accept such a patent rights clause, the Contractor (i) shall promptly
submit a written report to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other per-
tinent information which may expedite disposition of the matter, and (ii) shall not proceed with the subcontract without the
written authorization of the Contracting Officer. Reports, instruments, and other Information required to be furnished by a
subcontractor to the Contracting Officer under the provisions of such a patent rights clause in a subcontract hereunder may,
upon mutual consent of the Contractor and the subcontractor (or by direction of the Contracting Officer) be furnished to the
Contractor for transmission to the Contracting Officer.
(h) The Contractor shall, at the earliest practicable date, notify the Contracting Officer in writing of any subcontract
containing one or more patent rights clauses; furnish the Contracting Officer a copy of each of such clauses; and notify the
Contracting Officer when such subcontract is completed. Itis understood that with respect to any subcontract clause granting
rights to the Government in Subject Inventions, the Government is a third party beneficiary; and the Contractor hereby
assigns to the Government all the rights that the Contractor would have to enforce the subcontractor's obligations for the
benefit of the Government with respect to Subject Inventions. If there are no subcontracts containing patent rights clauses, a
negative report is required. The Contractor shall not be obligated to enforce the agreements of any subcontractor hereunder
relating to the obligations of the subcontractor to the Government in regard to Subject Inventions.
(1) The Contractor recognizes that the Government, or a foreign government with funds derived through the Military
Assistance Program or otherwise through the United States Government, may contract for property or services with respect
to which the vendor may be liable to the Contractor for royalties for the use of a Subject Invention on account of such a con-
tract. The Contractor further recognizes that it is the policy of the Government not to pay in connection with its contracts,
or to allow to be paid in connection with contracts made with funds derived through the Military Assistance Program or
otherwise through the United States Government, charges for use of patents in which the Government holds a royalty-free
license. In recognition of this policy, the Contractor agrees to participate in and make appropriate arrangements for the
exclusion of such charges from such contracts or for the refund of amounts received by the Contractor with respect to any
suds charges not so excluded.
9-107.2(bXRev.I0)
B.3 Deleted
B.4. Deleted
26 AF 33 (657) -5117
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(Continuation of AFPI 71-591 or 71-591S, Jul 62)
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8. DATA (Feb. 1962)
(a) The term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions,
drawings or other graphical representations, and works of any similar nature (whether or not copyrighted) which
are specified to be delivered under this contract. The term does not include financial reports, cost analyses, and
other information incidental to contract administration.
(b) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and em-
ployees acting within the scope of their official duties, a royalty-free, nonexclusive and irrevocable license through-
out the world for Government purposes to publish, translate, reproduce, deliver, perform, dispose of, and to au-
thorize others so to do, all Subject Data now or hereafter covered by copyright.
(c) The Contractor shall not include in the Subject Data any copyrighted matter, without the written ap-
proval of the Contracting Officer, unless he provides the Government with the written permission of the copy-
right owner for the Government to use such copyrighted matter in the manner provided in paragraph (b) above.
(d) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each
notice or claim of copyright infringement received by the Contractor with respect to all Subject Data delivered
under this contract.
(e) Nothing contained in this clause shall imply a license to the Government under any patent or be con-
strued as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(f) Unless otherwise limited below, the Government may duplicate, use, and disclose in any manner and for
any purpose whatsoever, and have others so do, all Subject Data delivered under this contract.
(g) The Contractor recognizes that the Government, or a foreign government with funds derived through
the Mutual Security Program or otherwise through the United States Government, may contract for property
or services with respect to which the vendor may be liable to the Contractor for charges for the use of Subject
Data on account of such a contract. The Contractor further recognizes that it is the policy of the Government not
to pay in connection with its contracts, or to allow to be paid in connection with contracts made with funds de-
rived through the Mutual Security Program or otherwise through the United States Government, charges for
data which the Government has ?a right to use and disclose to others, or which is in the public domain, or with
respect to which the Government has been placed in possession without restrictions upon its use and disclosure to
others. This policy does not apply to reasonable reproduction, handling, mailing, and similar administrative costs
incident to the furnishing of such data. In recognition of this policy, the Contractor agrees to participate in and
make appropriate arrangements for the exclusion of such charges from such contracts or for the refund of
amounts received by the Contractor with respect to any such charges not so excluded.
(h) Notwithstanding any provisions of this contract concerning inspection and acceptance, the Government
shall have the right at any time to modify, remove, obliterate or ignore any marking not authorized by the terms
of this contract on any piece of Subject Data furnished under this contract.
(i) Notwithstanding any Tables or Specifications included or incorporated in the contract by reference, "pro-
prietary data" need not be furnished unless suitably identified in the Schedule of the contract as being required.
For the purpose of this clause, "proprietary data" means data providing information concerning the details of a
Contractor's secrets of manufacture, such as may be contained in but not limited to his manufacturing methods or
processes, treatment and chemical composition of materials, plant layout and tooling, to the extent that such in-
formation is not disclosed by inspection or analysis of the product itself and to the extent that the Contractor has
protected such information from unrestricted use by others. (Oct. 1958)
(ASPR 9-203.1, 9-203.2) (60 Ed.) revised 15 Feb. 1962 (Rev. No. 7) and shall be used
only in accordance with the requirements thereof.
30 AF 33(657)-5117
AFPI 71-613S, Feb. 62
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AF-WP-O-SEP 62 1061
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B.6 DA (Feb. 1962)
(a) The term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions,
drawings or other graphical representations, and works of any similar nature (whether or not copyrighted) which
are specified to be delivered under this contract. The term does not include financial reports, cost analyses, and
other information incidental to contract administration.
(b) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and em-
ployees acting within the scope of their official duties, a royalty-free, nonexclusive and irrevocable license through-
out the world for Government purposes to publish, translate, reproduce, deliver, perform, dispose of, and to au-
thorize others so to do, all Subject Data now or hereafter covered by copyright.
(c) The Contractor shall not include in the Subject Data any copyrighted matter, without the written ap-
proval of the Contracting Officer, unless he provides the Government with the written permission of the copy-
right owner for the Government to use such copyrighted matter in the manner provided in paragraph (b) above.
(d) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each
notice or claim of copyright infringement received by the Contractor with respect to all Subject Data delivered
under this contract.
(e) Nothing contained in this clause shall imply a license to the Government under any patent or be con-
strued as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(f) Unless otherwise limited below, the Government may duplicate, use, and disclose in any manner and for
any purpose whatsoever, and have others so do, all Subject Data delivered under this contract.
(g) The Contractor recognizes that the Government, or a foreign government with funds derived through the
Mutual Security Program or otherwise through the United States Government, may contract f o r property or
services with respect to which the vendor may be liable to the Contractor for charges for the use of Subject Data
on account of such a contract. The Contractor further recognizes that it is the policy of the Government not to
pay in connection with its contracts, or to allow to be paid in connection with contracts made with funds derived
through the Mutual Security Program or otherwise through the United States Government, charges for data
which the Government has a right to use and disclose to others, or which is in the public domain, or with respect
to which the Government has been placed in possession without restrictions upon its use and disclosure to others.
This policy does not apply to reasonable reproduction, handling, mailing, and similar administrative costs incident
to the furnishing of such data. In recognition of this policy, the Contractor agrees to participate in and make
appropriate arrangements for the exclusion of such charges from such contracts or for the refund of amounts
received by the Contractor with respect to any such charges not so excluded.
(h) Notwithstanding any provisions of this contract concerning inspection and acceptance, the Government
shall have the right at any time to modify, remove, obliterate or ignore any marking not authorized by the terms
of this contract on any piece of Subject Data furnished under this contract.
(i) Data need not be furnished for standard commercial items or services which are normally or have been
sold or offered to the public commercially by any supplier and which are incorporated as component parts in or to
be used with the product or process being developed if in lieu thereof identification of source and characteristics
(including performance specifications, when necessary) sufficient to enable the Government to procure the part or
an adequate substitute, are furnished; and further, "proprietary data" need not be furnished for other items which
were developed at private expense and previously sold or offered for sale, including minor modifications thereof,
which are incorporated as component parts in or to be used with the product or process being developed if in
lieu thereof the Contractor shall identify such other items and that "proprietary data" pertaining thereto which is
necessary to enable reproduction or manufacture of the item or performance of the process. For the purpose of
this clause "proprietary data" means data providing information concerning the details of a Contractor's secrets of
manufacture, such as may be contained in but not limited to its manufacturing methods or processes, treatment
and chemical composition of materials, plant layout and tooling, to the extent that such information is not dis-
closed by inspection or analysis of the product itself and to the extent that the Contractor has protected such in-
formation from unrestricted use by others. (Oct. 1958)
ASPR 9-203.1p 9-203.4 (60 Ed.) revised 15 Feb. 1962 (Rev. No. 7) and shall be used
only in accordance with the requirements thereof.
31 AF 33(657)-5117
PARO 9-13R
MCP 71-613R, Feb 62
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. Approved For Release 2002/06/11: CIA-RDP661300728R000400040035-4
R.7 DATA (Feb. 1962)
(a) The term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions,
drawings or other graphical representations, and works of any similar nature (whether or not copyrighted) which
are specified to be delivered under this contract. The term does not include financial reports, cost analyses, and
other information incidental to contract administration.
(b) The Contractor agrees to and does hereby grant to the Government, and to its officers, agents, and em-
ployees acting within the scope of their official duties, a royalty-free, nonexclusive and irrevocable license through-
out the world for Government purposes to publish, translate, reproduce, deliver, perform, dispose of, and to au-
thorize others so to do, all Subject Data now or hereafter covered by copyright.
(c) The Contractor shall not include in the Subject Data any copyrighted matter, without the written ap-
proval of the Contracting Officer, unless he provides the Government with the written permission of the copy-
right owner for the Government to use such copyrighted matter in the manner provided in paragraph (b) above
(d) The Contractor shall report to the Contracting Officer, promptly and in reasonable written detail, each
notice or claim of copyright infringement received by the Contractor with respect to all Subject Data delivered
ander this contract.
(e) Nothing contained in this clause shall imply a license to the Government under any patent or be con-
strued as affecting the scope of any license or other right otherwise granted to the Government under any patent.
(0 Unless otherwise limited below, the Government may duplicate, use, and disclose in any manner and for
any purpose whatsoever, and have others so do, all Subject Data delivered under this contract.
(g) The Contractor recognizes that the Government, or a foreign government with funds derived through the
Mutual Security Program or otherwise through the United States Government, may contract for property or
services with respect to which the vendor may be liable to the Contractor for charges for the use of Subject Data
on account of such a contract. The Contractor further recognizes that it is the policy of the Government not to
pay in connection with its contracts, or to allow to be paid in connection with contracts made with funds derived
through the Mutual Security Program or otherwise through the United States Government, charges for data
which the Government has a right to use and disclose to others, or which is in the public domain, or with respect
to which the Government has been placed in possession without restrictions upon its use and disclosure to others.
This policy does not apply to reasonable reproduction, handling, mailing, and similar administrative costs incident
to the furnishing of such data. In recognition of this policy, the Contractor agrees to participate in and make
appropriate arrangements for the exclusion of such charges from such contracts or for the refund of amounts
received by the Contractor with respect to any such charges not so excluded.
(h) Notwithstanding any provisions of this contract concerning inspection and acceptance, the Government
shall have the right at any time to modify, remove, obliterate or ignore any marking not authorized by the terms
of this contract on any piece of Subject Data furnished under this contract.
(i) Notwithstanding any Tables or Specifications included or incorporated in the contract by reference, "pro-
prietary data" need not be furnished unless suitably identified in the Schedule of the contract as being required.
For the purpose of this clause, "proprietary data" means data providing information concerning the details of a
Contractor's secrets of manufacture, such as may be contained in but not limited to his manufacturing methods or
processes, treatment and chemical composition of materials, plant layout and tooling, to the extent that such
information is not disclosed by inspection or analysis of the produg itself and ,k3,, the extent that the Contractor
has protected such information from unrestricted use by others. (Oct. 1950)
(j) That portion of the Subject Data delivered under this contract which is identified in the Schedule as being
subject to limitations shall not be released outside the Government, nor be duplicated, used, or disclosed in whole
or in part for procurement or manufacturing purposes (other than for manufacture required in connection with
repair or overhaul where an item is not procurable commercially so as to enable the timely performance of the
overhaul or repair work; provided, when Data is released by the Government to a Contractor for such purposes,
the release shall be made subject to the limitation of this clause; provided further, such Data shall not be used for
manufacture Or procurement of spare parts for stocks), without permission of the Contractor, if the following
legend is marked on each piece of Data so limited either in its entirety or only partially as to its content:
Furnished under United States Government Contract No. and only those portions hereof
which are marked (for example, by circling, underscoring or otherwise) and indicated as being subject to
this legend shall not be released outside the Government (except to foreign governments, subject to these
same limitations), nor be disclosed, used, or duplicated, for procurement or manufacturing purposes, ex-
cept as otherwise authorized by contract, without the permission of This
legend shall be marked on any reproduction hereof in whole or in part.
Provided, that such Data may be delivered to foreign governments as the national interest of the United States
may require, subject to the limitations specified in this paragraph. The Contractor shall not impose limitations on
the use of any piece of Data, or any portion thereof, which the Contractor has previously delivered to the Govern-
ment without limitation. (j-m 1959)
ASPR 9-203.1, 9-203.2p 9-203.3 (60 Ed.) revised 15 Feb. 1962 (Rev. No. 7) and shall
be used only in accordance with the requirements thereof.
PARO 9-15S
MCP 71-615S, Feb 62
AF 33(657)-5117
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B.8 AUTHORIZATION AND CONSENT (Jan. 1961)
(a) The Government hereby gives its authorization and consent for all
use and manufacture of any invention described in and covered by a patent of
the United States in the perform&nce of this contract or any part hereof or
any amendment hereto or any subcontract hereunder (including any lower-tier
.subcontract).
(b) If this clause is made applicable to any item or items of a contract,
or to an entire contract, the provisions of the clause of Section A hereof
entitled "Authorization and Consent" are hereby made inapplicable to any such
item or items or in the case of applicability to an entire contract, to any
such entire contract.
(ASPR 9-102.2 (60 Ed.),41iAvised 31 Jan. 1961 (ASPR Rev. No. 3) except (b)
added and such clause s 11 be used only in accordance with the requirements
thereof.)
B.9 EXCESS PROFIT (Jun. 1957)
The Contractor agrees that, unless otherwise provided by law, this contract
shall be subject to all the provisions of 10 U.S.C. 2382 and 7300 and shall be
deemed to contain all the agreements required by those sections; provided,
however, that this clause shall not be construed to enlarge or extend by
contract the obligations imposed by those sections. The Contractor agrees
to insert in the subcontracts specified in those sections either the provisions
of this clause or the provisions required by those sections.
(ASPR 7-104.11(a) (60 Ed.))
33 AF 33(657)-5117
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B.10 MILMUT
It is contemplated by the part -',is hereto that the Government will bail (in
addition to any property listed in this contract as to be "furnished" by the
Government) to the Contractor t)-) items listed elsewhere herein for use in
connection with the performance of this contracts and that an appropriate written
agreement of bailment will be entered into by and between the parties hereto
for that purpose. In the event of delay or failure of the Government to bell
such property, as aforesaid, the provisions of the clause of this, contract
entitled "Government-Furnished Property" or "Government Property" (whichever
is applicable) relating to failure or delay in the furnishing of property,
shall be applicable.
(ZPI 13-550 (a))
B011 BAILMENT
It is anticipated that the Government may bail to the Contractor such
Government property of the categories specified elsewhere herein as may from
time to time be deemed by the Contracting Officer to be necessary in the
interest of the Government to so furnish, provided, however, the effect of
such bailment upon the contract price or fixed fee (whichever is applicable)
shall be reflected by adjusting the contract price or fixed fee (whichever is
applicable) in accordance with the procedures set forth in the Changes
clause of this contract, and the contract amended accordingly by supplemental
agreement prior to the payment of Contractor's final invoice under this
contract. Any property bailed pursuant to this paragraph shall be made
available to the Contractor only under the provisions of a separate bailment
agreement or agreements and this contract shall not be construed as effecting
or committing the Government to the bailment of such property.
(AFPI 13-55o (b))
B.12 BAILMENT (For Use in Letter Contracts Only)
It is anticipated that the Government may bail to the Contractor such
items of Government property specified elsewhere herein as may from time to
time be deemed by the Contracting Officer to be necessary in the interest of
the Government to so furnish, provided, however, the effect of such bailment
shall be considered in any adjustments in amounts finally payable to the
Contractor at the time of settlement of Contractor's termination claim or
taken into account at the time of execution of the definitive contract
contemplated hereby. Any property bailed pursuant to this paragraph shell
be made available to the Contractor only under the provisions of a separate
bailment agreement or agreements and this contract shall not be construed
as effecting or committing the Government to the bailment of such property.
(AFPI 13-593 (0)
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13.33 FACILITIES
The Contractor has indiated that, to the best of its knowledte and belief,
It will require no capital facilities such as land, buildings, or general purpose
maChine tools to perform this contract in addition to those which it now owns or
which it is now renting or using other than each additional capital facilities as
maybe otherwise speciflcally listed in the particular contract. The Contractor
shall not be required, however, t: nurchase or otherwise acquire at its awn expense
any such additional capital facilities which may be Later determined to be necessary
for the performance cf this contra,i. In the event such additional facilities are
determined by either the GoornmeLt cr the Con-":ractcr to be necessary for such
performance, the Co-verqment may furnicfh or authorize the Contractor to acquire such
facilities by purchase:, re.-Aa: or ctherwise. if the Gcvernment authorizes the
Contractor to acquire facIlties pw.suaht to the above casts cf the acquisition
thereof shall be reimtirsaale trde7' the cnditians and to the extent specified
in the authorizatior, treftr, Tqhich autncrization snail be in the frm of a
supplemental agreement here.: in the form a separate facilities contract.
Any disagreement concerning a question cf fact arising under this clause shall be
considered a dispute within the meaning of the clause of this contract entitled
"Disputes"; provided, however, that nothing in this clause shall relieve the
Contractor from p?rforming any obZigation which has contractually assumed.
35 AF 33(657)-5117
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13.11 FLIGHT RISKS (Nov. 1961)
(a) Notwithstanding any other provision of this contract, and particularly subparagraph
(f)(1) of the Government Property clause and paragraph (c) of the Insurance-Liability to
Third Persons clause, the Contractor shall not (i) be relieved of liability for, damage to,
or loss or destruction of, aircraft sustained during flight, or (ii) be reimbursed for liabilitie
to third persons for loss of or damage to property, or for death or bodily injury, which are
caused by aircraft during flight, unless the flight crew members have previously been approved
in writing by the AFSC Contract Management Region Commander or his designee.
(b) For the purposes of this clause:
(i) Unless otherwise specifically provided in the Schedule, the term "aircraft"
means any aircraft, whether furnished by the Contractor under this contract (either
before or after acceptance by the Government) or furnished by the Government to the
Contractor under this contract, including all Government Property placed or installed
therein or attached thereto; provided, however, that such aircraft and property are not
covered by a separate bailment agreement.
(ii) The term "flight" means any flight demonstration, flight test, taxi test,
or other flight, made in the performance of this contract, or for the purpose of
safeguarding the aircraft, or previously approved in writing by the Contracting Officer.
As to land based aircraft, "flight" shall commence with the taxi roll from a flight line
and continue until the aircraft has completed the taxi roll to a flight line; as to sea
planes, "flight" shall commence with the launching from a ramp and continue until the
aircraft has completed its landing run and is beached at a ramp; as to helicopters,
'flight" shall commence upon engagement of the rotors for the purpose of take-off and
continue until the aircraft has returned to the ground and rotors are disengaged; and
for vertical take-off aircraft, "flight" shall commence upon disengagement from any
launching platform or device and continue until the aircraft has been re-engaged to
any launching platform or device.
(iii) The term "flight crew members" means the pilot, and co-pilot and, unless
otherwise specifically provided in the Schedule, the flight engineer, navigator,
bombardier-navigator, and defensive systems operator, when required, or assigned
to their respective crew positions, to conduct any flight on behalf of the Contractor.
(c) If any aircraft is damaged, lost, or destroyed during flight, and if the amount
of such damagel loss, or destruction exceeds one hundred thousand dollars ($100,000) or twenty
percent (20%) of the estimated cost (exclusive of any fee) of this contract, whichever is
less, and if the Contractor is not liable for the damage, loss, or destruction pursuant to
the "Government Property" clause of this contract together with paragraph (a) above, then
an equitable adjustment for any resulting repair, restoration, or replacement that is
required under this contract shall be made (i) in the estimated cost, deLiVery sohedule, ,
or both, and (ii) in the amount of any fee to be paid to the Contractor, and the contract
shall be modified in writing accordingly; provided, in determining the amount of adjustment
in the fee that is equitable, any fault of the Contractor, his employees, or any sub-
contractor, which materially contributed to the damage, loss, or destruction shall be
taken into consideration. Failure to agree on any adjustment shall be a dispute
concerning a question of fact within the meaning of the "Disputes" clause of this contract.
(ASPR 10-504 (60 Fd.) Revised 15 November 1961 (Rev. No. 6) and is authorized for use
in accordance with the instructions therein)
AF 33(657)-5r17
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B.15
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USE OF GOVERWENT FACILITIES ON A NO-CHARGE BASIS
(a) The Contractor is authorized to uae, in the performance of this contract,
the Government-owned facilities provided to it under Facilities Contracts listed
elsewhere herein, in effect on the date of this contract, on a no-charge basis.
(b) The following subcontractors having Government-owned facilities provided
under the Facilities Contracts set forth below, in effect on the date of this con-
tracts.are authorized to use such facilities on a no-charge basis for the subcontract
items listed below, and the subcontract shall so provide:
Subcontractor
Facilities Contract Number Subcontract Item
(Listed elsewhere herein)
(c) If the Contractor enters into other subcontracts with subcontractors who
have Government-owned facilities provided to them under Facilities Contracts which
provide that no-charge use may be authorized, the Contracting Officer may authorize
the use of such facilities on a no-charge basis, provided (i) he determines that
such use will not give the subcontractor a favored competitive position, and (ii)
this contract is amended to reflect adequate conaideration to the Government for the
use of such facilities on no-charge basis. Such subcontracts shall specifically
authorize the no-charge use, and require the manual approval of the Contracting
Officer. No amendment to this contract will be required, as provided in (ii) above,
if the Contracting Officer determines that an elimination of charge for use of such
facilities will of itself result in an adequate decreased cost to the Government
under this contract.
(d) If the Government-owned facilities provided to the Contractor or any
subcontractor hereunder on a no-charge basis are increased or decreased or do not
remain available during the performance of this contract, or if any change is made
in the terne and conditions under Which they are made available, such equitable
adjustment as may be appropriate will be made in the terve of this contract, unless
such increase or decrease was contemplated in the establishment of the price of this
contract or a subcontract.
(e) The Contractor agrees that it will not directly or indirectly, through
overhead charges or otherwise, include in the price of this contract, or seek
reimbarsement under this contract for, any rental charge paid by the Contractor
for the use on other contracts of the facilities referred to herein. Any subcon-
tract hereunder which authorizes the subcontractor to use Government facilities on
a no-charge basis shall contain a provision to the same effect as this paragraph (e).
(AFPI 7-4052)
NOTE: The use of this clause is kredlouted .upon the wpprora of the facilities
contract issuing office aa reqpired. by APPI 13,-401(d)(4).
1,7 AF 313(65)-517::
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?
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MODIFICATION OF PAWRAPH3 ;11- CLAUSE B.:5 AND OF CLAUSE B0:7
if this aause is '..nocrporated in this contract paragraph (d) cf Clause Bel5
or Paragraph () of Clause is Tnende..! to read as folia
"If the Oovernment-ed racillties providO to the Contractor
or any subcontrazt,,r hsrewlder on s ric-harge basis ars increased cr
decreased rrrlaln amilable during the performance of this
contracts or ,F Ar:i change is made in the terms and conditions under
which they are made avli.abes
(1) iu?, eqq?! a_un:ment may ceappropria'..e L4L1L be made
it the terrne. cf tn.L ra, ncluding performance dates or
contract pre cr both, 1)1135 suth increase cr decrease was
contemp:seg i. .neszaD.3nmeh- of z,ne price 6f this :ontrs:c or
a subzo;:ttat. ..E.,-::7Latizr, of the af:rementioned equitable
stment o-? given t but not 'Ilmite4 tr the
fwin:
A.aod:01,:d c.:sts resiliting from the decrease
2ne:7ei:atiliy of 0:,vernmennet fncilitiess which are
Parap:-ah tnis clause or resulting
th,,7 terms whj..ch su3h
? The3e Inci.Ldep but not
te ?t.s:ebr me.:::htenance.costs
and ard Iearrangement to the
extent nrotc:17'4- l.abie this contract and
the, faoity contrat W33-0eac-n2188.
(ii) If tt:e Cont-l-aotr pursuant to
Paragrapia (.i.) are denl.ed T..1 the C3n.t.Tactor, the Confrar will not ?
be req..,:Lred tr to this corr'Lyact."'
NOTE: This Claase 13 fr only when ths Cmtratt aathorizes use of
Government-owned Fae,litie.F. ,:7V7s, New Y:sl-k, undel-? C..r.tract W3.-038ac-22188.
AF 35(651)-5117
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13.17 USE OF GOVERNMENT FACILITIES ON A NO-CHARGE BASIS
(a) The Contractor is authorized to uses in the performance of this
contract, the Government-owned facilities provided to it under Facilities
Contracts listed elsewhere herein, in effect on the date of this Contract,
an a no-charge basis.
CO If the Contractor enters into subcontracts with subcontractors
who have Government-owned facilities provided to them under Facilities
Contracts which provide that no-charge use may be authorized, the Contract-
ing Officer may authorize the use of such facilities an a no-charge basis,
provided (i) he determines that such use will not give the subcontractor
a favored competitive position, and (ii) this contract is amended to reflect
adequate consideration to the Government for the use of such facilities.
an a no-charge basis. Such subcontracts shall specifically authorize the
no-charge use, and require the manual approval of the Contracting Officer.
No amendment to this contract will be required, as provided in (ii) above,
if the Contracting Officer determines that an elimination of charge for use
of such facilities will of itself result in an adequate decreased cost to
the Government under this contract.
(c) If the Government-owned facilities provided to the Contractor or
any subcontractor hereunder on a no-charge basis are increased or decreased
or do not remain available during the performance of this contract, or if
any change is made in the terms and conditions under which they are made
available, such equitable adjustment as may be appropriate will be made in
the terms of this contract, unless such increase or decrease was contemplated
in the establishment of the price of this contract or a subcontract.
(1) The Contractor agrees that it will not directly or indirectly,
through overhead charges or otherwise, include in the price of this contract,
or seek reimbursement under this contract for, any rental charge paid by
the Contractor for the use an other contracts of the facilities referred to
herein. Any subcontract hereunder which authorizes the subcontractor to use
Government facilities on a no-charge basis shall contain a provision to the
same effect as this paragraph (d).
(AFPI 7-1,o52 except (i) paragraph (b) is deleted (ii) the word "other" is
omitted from the first line of paragraph (c) and (iii) shall be used only
in accordance with the requirements of the first sentence thereof).
NOTE: The use of this clause f..s predicated upon the approval of the facilitie,4
contract issuing office as required by AFPI 13-401(0(4).
AF-W1-11-1AN 43. n
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B.1.5 GRANGES TO MAKE-OR-BUY PROGRAM (JUL. 1960)
The Contractor agrees to perform this contract in accordance with the
"make-or-buy" program attached to this contract exCept as hereinafter provided.
If the Contractor desires to change the "make-or-buy" program, he shall notify
the Contracting Officer in writing of the proposed change reasonably in advance
and shall submit justification in sufficient detail to permit evaluation of the
proposed change. Changes in the place of performance of work on any "make"
item in the "make-or-buy" program are subject to this requirement. With respect
to items deferred at the time of negotiation of this contract for later additions
to the "make-or-buy" program, the Contractor shall notify the Contracting Officer
of each proposed addition at the earliest possible time, together with justifica-
tion in sufficient detail to permit evaluation. The Contractor shall not, without
the written consent of the Contracting Officer, make changes or additions to the
program; provided, that in his discretion, the Contracting Officer may ratify
in writing any changes or additions and such ratification shall constitute the
consent of the Contracting Officer required by this clause. The "make-or-buy"
program attached to this contract shall be deemed to be modified in accordance
with the written consent or ratification by the Contracting Officer.
(ASPR 3-902.1 (60 Ed) Revised 22 July 1960 (Rev. No. 1) and is authorized for
use in accordance with the instructions therein.)
SAFETY AND ACCIDENT PREVENTION (JIN. 1959)
In performing any work under this contract on premises which are under
the direct control of the Government, the Contractor shall (i) conform to
all safety rules and requirements prescribed in Air Force Manual 32-3, as
in effect on the date of this contract and (ii) take such additional precautions
as the Contracting Officer may reasonably require for. safety and accident
prevention purposes. The Contractor agrees to take all reasonable steps and
precautions to prevent accidents and preserve the life and health of Contractor
and Government personnel performing or in any way coming in contact with the
performance of this contract on such premises. Any violation of such rules
and requirements, unless promptly corrected, as directed by the Contracting
Officer, shall be grounds for termination of this contract in accordance with
the default provisions hereof.
(AFPI 7-4047 (60 Ed.) and is authorized for use in accordance with the
instructions therein)
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Bt20 SAFETY PRECAUTIONS FOR DANGEROUS MATERIALS (AUG. 1962)
(a) For purposes of this clause, dangerous materials shall be deemed to include
ammunition, explosives, acids, fuels, propellants, hazardous chemicals, and other
material of an explosive, corrosive, flammable, combustilde,toxic, radio-active,
oxidizing nature, or so magnetic as to affect aircraft navigation systems or of an
otherwise dangerous nature.
The Contractor shall comply with the applicable portions of AF Technical
Orders 11C-1-6, 4231-1-6, 00-110N-3; Al' Manuals 32-6, 71-4, 75-2; AF Regulation
86-6; and Manufacturing Chemists' Association, Inc., Manual Lea, entitled "Warning
Labels," in addition to local, state and federal ordinances, laws, and codes,
including latest changes, revisions and/or supplements thereto, in effect on the
date of this contract, in the development, testing, storage, manufacture, packaging,
traneportation, handling, disposal, or use of government or contractor owned
dangerous materials, which may affectthe performance of this contract, Whether such
performance is on premises controlled by the Government or othervise. The Contractoe
shall cOmply with the requirement for shippers certificate in accordance with .
.Wq 71-4 if shipment of dangerous materials is to be made by military air or to an
port of embarkation. The Contractor shall also comply with any additional
nefetyMeasures required by the Contracting Officer with regard to such dangerous
materials; provided, that if compliance with such additional safety measures results
in a material incrOase in the cost or time of performance of the contract,
aquitable adjustment will be made in accordance with the clause hereof entitled
(c) The Contractor agrees to insert in every subcontract hereunder which may
ovolve the development, testing, storage, manufacture, packing, transporting,
handling, disposal or use of dangerous materials, as defined in paragraph (a)
above, the substance of the foregoing paragraphs (a) and (b).
IPPI 7-4048 (60 Ed) issued 30 August 1962 (AFPI Rev. No. 21) and is authorized
or use in accordance with the instructions therein).
e.21 NOTICE OF RADIOACTIVE MATERIALS
(a) Contractor shall advise the Contracting Officer in writing, or such
office as the Contracting Officer may designate, prior to the delivery of any
item or completion of any service called for under this contract if such item or
any item upon Which service is performed contains radioactive material which requires
epecific licensing under the Atomic Energy Ant of 1954, as set forth as of the date
this contract in the Code of Federal Regulations, Title 10, Parts 30, 40 and 70.
Juch notice shall specify the part or parts of the items which contain radioactive
.iaterials, a description of such materials, the name and strength of the isotope,
the manufacturer of the radioactive materials, and any other information known to
the Contractor which will put users of the items on notice of the hazards involved
in their use. (BOB NO. 38-R027.3) Such notification shall be made to the
Contracting Officer with sufficient lead time in order that the Air Force may
eomplete licensing requirements prior to delivery and at such time that delivery
dates will not be affected.
(b) All items, parts, or subassemblies which contain radioactive materials,
and all containers in which such items, parts or subassemblies are delivered to the
Glvernment, shall be clearly marked and labeled as required by Military Specificatior
MTL41-19590B. Ii..AB' 33(657
r-TPT 7-4053 (60 Ed.) revised 24 July 1962 (ATPI Rev. No. 8) and athorized
c)x. 11J8 in accordance with the instructions therein).
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B.22. CURRENT REIMPUR37rENT (Sept. 1961) (For Use in Letter Contracts Only)
Pending the placing with you of the definitive contract referred to herein,
the Government will currently reimburse you for all proper expenditures made by
you hereunder at the following rates:
,(i) 103 percent of such apprevedeosts representing progress payments te
subcontractors under fixed-price type subcentracts? provided, that such payment by
the Geverhment to the Contraetoreshell not exceed 70 percent of the costs incurred
by such subcontractors which ere not small business concerns and shall not exceed
75 percent of the costs teec.rred by such subcontractors which are small business
concerns.
(ii) 100 percerj. of such appreved costs representing cost reimbursement te
subcontractors under cost reimbursement type subcontracts, provided that such payment
by the Government shall n:t exceed 73 percen:., of the costs incurred by such sdbcon-
tractors, an
(iii) '1..arcene cf all other approved ocets.
Such reimbursement shall be acct.mplished anon certification to and appreval by the
Contraeting Officer of vcachers and inveices for materiels, tools, labor and other
proper costs and cnares. For the purpose of determinine the amounts payable te
the Contractor hereunder, al-L:wable items ?et' cost will be determined by the Con-
tracting Officer in aecerdanoe eleh the statement of cost principles set ferth ie
Part 2 cf Sectiee XV of the A:mei Precueemene Regelaticn an! Clause A.49
hereof. In ro eeent shall te:al reimbursement made under this paragraph exceee
percent f the amecire.n areee4 ef the Government's liability set forth in
niNi7ap:i 5 of thie letter oceteel.el.
*the pementage specified else,:,eTti nerein, no greater than 70%.
(AFPI 7-4058 (60 Ed.) Revised 22 Sce. ..,961 (Rev. No. 10) ex.lept (1) modified, next
to last sentence medIfied and is authorized for use in acecrdance with the instruc-
tions therein.)
B.23 SOVIET-CONTPDLLED AREAS (kr.
(a) The Contractor shall not acquire for use in the performance of this contract
any supplies or services originating from seurces within Soviet-controlled areas,
as listed in the Schedule of this contract, or transported from or through Hong, Kent:
or Macao, without the written appreval of the Contracting Officer.
(b) The Contractor agrees to insert the provisions of this clause, including
this sUbparagraph (b) and the SoNiet-centrolled areas listed in the Schedule, in
all subcontracts hereunder.
CASPR 7-203.25 or 7-1403.8 (60 Ed.) revised 15 Apr. 1962 (Rev. No. 9) and is
authorized for use in accordance with the instructions in ASPR 64403.)
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ALLOWABLE COST, INCLNTIVE FEE, AND PAYMENT (>11;15Mtta (Sep. 12)
(a) (1) For the performance of this contract, the Government shall pay to the Contractor --
(i) the cost ;thereof (hereinafter referred to as "allowable cost") determined
by the Contracting Officer to be allowable in accordance with --
(A) Part 2 of Section XV of the Armed Services Procurement Regulation as
in effect on the date of this contract; and
(B) the terms of this contract; and
(ii) a fee determined as provided in this contract.
(2) The target cost and target fee of this contract are set forth in the Schedule and
shall be subject to adjustment in accordance with (h) and (i) below. As used throughout
this contract the term?
(0 "target cost" means the estimated cost of this contract initially negotiated,
adjusted in accordance with (h) below; and
(ii) "target fee" means the fee which was initially negotiated on the assumption
that this contract would be performed for a cost equal to the estimated cost of this contract
initially negotiated, adjusted in accordance with (h) below.
(b) Once each month (or at more frequent intervals, if approved by the Contracting Officer)
the Contractor may submit to an authorized representative of the Contracting Officer, in such
form and reasonable detail as such representative may require an invoice or voucher supported
by a statement of cost incurred by the Contractor in the performance of this contract and claimed
to constitute allowable cost.
(c) Promptly after receipt of each invoice or voucher and statement of cost, the Government
shall, except as otherwise provided in this contract, subject to the provisions of (d) below,
make payment thereon as approved by the Contracting Officer. Payment of fee shall be made to
the Contractor as specified in the Schedule; provided, however, that after payment of ninety-
five percent (95%) of the minimum fee provided for in (i) below, further payment on account
of the fee shall be withheld until a reserve of either fifteen percent (15A) of the target fee,
or one hundred thousand dollars ($100,000), whichever is less, shall have been set aside.
(d) At any time or times prior to final payment under this contract, the Contracting Officer
may have the invoices or vouchers and statements of cost audited. Each payment theretofore made
shall be subject to reduction for amounts included in the related invoice or voucher which
are found by the Contracting Officer, on the basis of such audit, not to constitute allowable
cost. Any payment may be reduced for overpayments, or increased for underpayments, on preceding
invoices or vouchers.
(e) On receipt and approval of the invoice or voucher designated by the Contractor as the
"completion invoice" or "completion voucher" and upon compliance by the Contractor with all the
provisions of this contract (including, without limitation, the provisions relating to patents
and the provisions of (f) below), the Government shall promptly pay to the Contractor any balance
of allowable cost, and any part of the fee, which has been withheld pursuant to (c) above or
otherwise not paid to the Contractor. The completion invoice or voucher shall be submitted by
the Contractor promptly following completion of the work under this contract but in no event
later than one (1) year (or such longer period as the Contracting Officer may in his discretion
approve in writing) from the date of such completion.
(0 The Contractor agrees that any refunds, rebates, credits, or other amounts (including
any interest thereon) accruing to or received by the Contractor or any assignee under this
contract shall be paid by the Contractor to the Government to the extent that they are properly
allocable to costs for which the Contractor has been reimbursed by the Government under this
contract. Reasonable expenses incurred by the Contractor for the purpose of securing such
refunds, rebates, credits, or other amounts shall be allowable costs hereunder when approved
by the Contracting Officer. Prior to final payment under this contract, the Contractor and each
assignee under this contract whose assignment is in effect at the time Of final payment under
this contract shall execute and deliver --
CPIF
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(i) an anaigement te) flee Government, in form and substance satisfaetory to th6 tontnenting
Officer, of refunds, rotates, oeedite, or other amounts (int:hiding any interest thereon)
properly allocable to costs for which the Contractor has been reimbuesed ley the Government
under this contract; and
(ii) a release discharging the Government, its officers, agents, and eeployees from all
liabilitiee, obligatioes, and claim arising out of or under this ootonly
to the following exceptions --
(A) spocified claims in stated amounts or in estimated 8.2,Q.4..L.i W]1:::-'C the amounts
are not suseeptible of exact statement by the Contractor;
(B) claims, together with reasonable expenses incidental thereto, based upon
liabilities of the Contractor to third parties arising out of the performance at this *entreat,
provided, that such claims are not known to the Contractor on the date of the =WOMBof
the release; and provided further, that the Contractor gives notice of sunk claims ta
writing to the Contracting Officer not more than six (6) yam atter the date Of the release
or the date of any notice to the Contractor that the Government is prepared to make final
payment, whichever tA earlier; and
(0) clelme for reimbursement of oasts (other than expenses of the Contractor
te' eeeeen of hi, indemnification of the Government against patent liability), including
reesenvOle expenaes laciiental thereto, incurred by the Contractor under the provisions
oe this eontreot relating to patents.
Peeeeets under the aseignaent and the claims excepted from the release shall be subject to
adjuetmcnt by reason of the aijusteeet or fee in accoydanoe with (i) below.
(g) Ane cent incurred by the Contractor under the terms of this contract whioh would constitte
all 'll coot :leder the provleione of thie elms. shall be included is determining the amount pa-
ship, oilier this contract, notwithstanding any provisions contained in the speoifioations'or other
documents incorporated in this contract be referenoe, designatirg services to be performed or
materiels to be fernished by the Contractor at his expense or without cost te the Gc....zent.
(h) When the work under this contract (11.luiin,z ;toe supplies or eereteee eeice Ees e1-jo.e5d
!loparatIly under, or otherwise added, is, this contract) is increased or leoreased te ouutea.lt
wdification, aperepriate adjustments in the target cost and target fee nhell be eet forth in an
amatidueLtor nopplamental agreement to this contract.
(0 Mb fee peyeble hereander shell be the tarot fA* inoretusA by cento ftr avory
dollar by whi,:h 4:11* tc1 a'116e0lo coat Is. les., than them tA7eat ovat or areacsd. 1)3 oante
for e'er dollar Iv IA job Flie total allowable cost exceeds the target ooet. In no eveeeWal the
fee be oxeator than percent, nor lees than * percent, of the target Cost; awe witte
these Unite seob fee eemi, be subject to adjustment, by reason of increase or decrease of total
allowable cc0:., on teeeuet of payments meter the eesiegvulent required by (t)(i) shove, end claims ?
33036p104 (.1! be (f)(ii) above.
0) (in tbA eveLt hs4.;,:mtract calls for spare parte or other supplies and aerviocgi which are
to be oedered under a previsloning deueent or Goverment option, the following ihall be applinable)t
C,?Ten3atlon fer supplies (including 'spare plets) and services which are to be fuoelzhee
eeie 1,c-itant ft provisI)niw dounieLt er Oovernment option steCA be deeermined
tei 4.1.0, tee eteeeelone of this cleuse noteithstandiug any inconeletent provision in
sw,h Aovatiirt or Covernment option.
(e) ee the event thin clause applies to this contract, Clause A.4 shall be inapplicable
unleee th,.ly?wize provided in this contract.
* set forth elsewhere in this contract.
0
7-203.4(b) (60 111.) revimed WIN Bev. Mo. 4) exc*Vt adloi ani shell be used
only in accordance with the eats of AMR ;kWh* 3-405:4
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B.25 MODIFICATION OF CLAUSE B.) (i) OD -V)
Clause B. paragraph (i), is hereby deleted and the following substituted in lieu thereof:
(i) The fee payable hereunder shall be the target fee: (a) increased by *(1() cents
for every dollar by which the total allowable cost is less than the target cost; b) or
decreased by *(2) cents for every dollar by which the total allowable cost exceeds the
target cost; (c and further increased or decreased by application of any and all performance,
value engineering, and/or other fee incentives separately provided in this contract. In no
event shall the fee, inclusive of cost incentives, but exclusive of any and all performance,
value engineering, and/or other fee incentives of this contract, be greater than * (3)
percent, nor less than *_..1.4) percent, of the target coat; nor in no event shall the fee,
inclusive of any and all cost, performance, value engineering, and/or other fee incentives
of this contract, be greater than * (5) percent of the target ?oat; and within these limits
such fee shall be subject to adjustment, by reason of increase or decrease of total allowable
cost, on account of payments under the assignment required by (f)(i) above, and claims
excepted from the release required by (f)(ii) above.
*(Set forth elsewhere in this contract. Percentage to be inserted under (5) may not exceed the
statutory limitations.)
ASPR 7-203.4 *1)) (60 Ed.) revised 1 May 1961 (ASPR Rev. 4); modified for consistency with
ASPR 3-405.4 60 El.) revised 15 March 1962 (ASPR Rev. 8) and ASPR 3-407.2 (60 Ed.) revised
15 March 1962 (ASPR Rev. 8); authorized for use when contract contains any performance,
value engineering, and/or other (except cost) authorized fee incentives, where the cost
incentive formula sharing ratio is the same at all levels of cost variation.)
13.26 MODIFICATION OF CLAUSE B. 4 (1) (p -V COST VARIANCE LEVELS)
Clause B.24 paragraph (i), is hereby deleted and the following substituted in lieu thereof:
(i) The fee payable hereunder shall be the target fee: (a) increased by *_ill_cents
for every dollar by which the total allowable cost is less than the target cost for the first
* (2):% of cost variance, by * (3) cents for every dollar by which the total allowable cost
is less than the target cost minus the above stated cost variance for the next * (4)% of cost
variance, (-provision for additional cost variance levels may be made in the Schedule of the
contract-), and by * (5) cents for every dollar by which the total allowable cost is less than
the target cost minus the total of the above stated cost varianoe for the remaining cost
variance; (b) or decreased by * (6) cents for every dollar by which the total allowable
cost exceeds the target cost for the first * (7)% of cost variance, by * (8) .cents for
every dollar by which the total allowable cost exoeeds the target cost plus the above stated
cost variance for the next * (2)% of cost variance, (-provision for additional cost variance
levels may be made in the Schedule of the contract-), and by * C10). cents for every dollar
by which the total allowable cost exceed:3 the target cost plus the total of the above stated
cost variance for the remaining cost variance; (c) and further increased or decreased by
application of any and all performance, value engineering, and/or other fee incentives
separately provided in this contract. (Cost variance is measured from the target cost.)
In no event shall the fee, inclusive of cost incentives, but exclusive of any and all performano6,
value engineering, and/or other fee incentives of this contract, be greater than * (11)
percent, nor less than *, (12) percent, of the target cost; nor in no event shall the fee,
inclusive of any and all cost, performance, value engineering, and/or other fee incentives
of this contract, be greater than *_(.121.__percent of the target cost; and within these limits
such fee shall be subject to adjustment, by reason of increase or decrease of total allowable
cost, on account of payments under the assignment required by (f)(i) above, and claims
excepted from the release required by (f)(ii) above.
*(Set forth elsewhere in this contract. Percentage to be inserted under (13) may not exceed the
statutory limitations.)
(ASPR 7-203.4(b) (60 Ed.) revised 1 May 1961 (ASPR Rev. 4); modified for consistency with ASPR
3-405.4 (60 Ed.) revised 15 March 1962 (ASPR Rev. 8) and ASPR 3-407.2 (60 Pd.) revised 15 March
1962 (ASPR Rev. 8); modified for Permissive change of ASPR 7-203.4(0)(4) (60 Ed.) revised 1 May 1961
(ASPR Rev. 4); authorized for use when contract contains any performance, value engineering, and/or
other (except cost) authorized fee incentives, where a cost incentive formula based upon cost
variance levels is desired.)
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B.27 MODtPICATION OP CLAUSE A. 00(4)
Clause A.6 (a)(4) is hereby deleted and the following sube.;ituted in lieu
thereof:
"(4) accept for documentary evidence delivered to the Government pursuant
to subparagraph (3) above, the Contractor ahall preserve and maks available his
records (i) for a period of three years from the date of payment of the voucher
or invoice submitted by the Contractor after the completion of the work performed
during any separate period of performanoe established by this contract or by any
amendment or supplemental agreement, without regard to former or subsequent periods
of performance, and (ii) for such longer period, if any, as is required by
applicable statute, by any other clause of thiroontraotL or by (i), (B), or (C)
below.
(A) If this contract is completely or partially terminated, the reoords
relating to the work terminated shall be preserved and made available for a
period of three years from the date of any resulting final settlement.
(B) Records which relate to (i) appeals under the Disputes clause of
this contract, (ii) litigation or the settlement of claims arising out of the
performance of this contract, or (iii) cost and expenses of this oontract as to
which exception has been taken by the Comptroller General or any of his duly
authorized representatives, shall be retained by the Contractor until such
appeals, litigation, claims, or exceptions have been disposed of.
(C) If the Contractor plans to destroy any records sooner than three
years after the date of the voucher or invoice to be submitted after the completion
of the work performed during the total of the periods of performance established
by this contract and all amendments and supplemental agreements thereto, which
vouoher or invoioe shall be designated "completion voucher" or "completion
invoice", he shall give written notioe to the Contracting Officer and to the
Comptroller General of the United States, specifying any records which he plans
to destroy after the expiration of 90 days from the receipt of such notice, and
shall retain any records which either the Contracting Off ioer or the Comptroller
General, by written notice within 90 days after receipt of the Contractor'e
notice, requires to be retained for a farther specified period of time. UX 1960)
(ASPR 7-203.7(b) (60 Bd.) and shall be used only in am:ordeal's with the
requirements thereof).
B.28 INSPECTION (J,10. 1959)
The Government, through any authorized representatives, has the right at
all reasonable timesi to inspect, or otherwise evaluate the work performed or
being performed hereunder and the premises in which it is being performed. If
any inspeotion, or evaluation is made by the Government on the premises of the
Contractor or a subcontractor, the Contractor shall provide and shall require
his subcontractors to provide all reasonable facilities and assistance for the
safety and oonvenienoe of the Government representatives in the performance of
their duties. All inspections and evaluations shall be performed in such a
manner as will not Unduly delay the work.
(ASPR 7-402.5(b) and shall be used only in aocordanoe with the requirements thereof.
If this olause is applicable to this contraot it Shall be deemed to be substituted
for the clause set forth under Dit4 entitled "Inspeotion'and Correction of Defeats.")
CR-BA
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B.21 LIMITATION OF GOVERNMENT'S OBLIGATION '.1414x405584 (Aug. 1962)
(1) It is estimated that the total cost to the Government, inclusive
of any fixed fee, for the performance of this contract will not exceed the
estimated cost and fixed fee set forth in the schedule, and the Contractor agrees
to use its best efforts to perform the work specified in the schedule and all
obligations under this contract.within such estimated cost. The fixed fee for
cOmplete performance of this contract is specified in the schedule. If at any time the
-
L.on,,,racI.or has reason to believe that the total cost to the Government, inclusive*
(2) The sum presently available for payment and allotted to this
contract, the items covered thereby and the period of performance which it is
estimated the allotted amount will cover, are specified in the schedules It
is anticipated that from time to time additional funds will be allotted to this
contract up to the full estimated cost, including any fixed fee. When additional
funds are allotted from time to time for continued performance of the work, the
parties shall agree as to the applicable estimated period of contract performance
which shall be covered by such funds and the contract schedule amended accordingly.
The Contractor agrees to perform or have performed work on this contract up to the
point at which, in the event of termination of this contract for the convenience
of the Government pursuant to the clause of this contract entitled "Termination,"
the total amount paid and payable by the Government pursuant to any settlement
including cost and fixed fee under Paragraph (e) of such clause would, in the
exercise of reasonable judgment by the Contractor, approximate the total amount
at the time allotted to this contract. The Contractor shall not be obligated to
continue performance of the work beyond such point.
(3) The Government shall not be obligated to reimburse the Contractor
for costs incurred (including amounts payable in respect to subcontracts and
termination settlement costs) and to pay any fixed fee to which the Contractor
may be entitled, in excess,of the total amount from time to time allotted to
this contract. However, when and to the extent that the total amount allotted
to this contract has been increased, any costs incurred by the Contractor and
any fixed fee to which the Contractor may be entitled, prior to the increase
and in excess of the amount previously allotted, shall be allowable to the
same extent as if such costs had been incurred and fee earned after such increase
in amount allotted.
(h) In the event funds allotted are considered by the Contractor to
be inadequate to cover the work to be performed for the period set forth in the
schedule) the Contractor shall notify the Contracting Officer in writing when
within the next thirty (30) days the work will reach a point, at which, in the
event of termination of this contract for the convenience of the Government
pursuant to the clause of this contract entitled "Termination," the total
amount paid and payable by the Government pursuant to a settlement including
cost and fixed fee under Paragraph (e) of such clause will approximate eighty-
five percent (65$) of the total amount then allotted to the contract. The
notice shall state the estimated date when such point will be reached and the
estimated amount of additional funds required to continue performance for the
period set forth in the schedule. The Contractor shall thirty (30) days prior
to the end of the period specified in the schedule, advise the Contracting Officer
4fot any fee for the performance of this contnot will be substantially greater or
less than the amounts thereof then set forth in the Schedule to date, the Contractor
shall notify the Contracting Officer in writing to that effect, giving its revised
estimate of the total cost to the Government for the performance of this contract.
147
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in writing as to the estimated amount of additional funds which will be required,
on the basis of the obligation for performance in accordance with Paragraph (2)
of this clause, for the timely performance of the work under the contract for
such further period as may be specified in the schedule or otherwise agreed to
by the parties. If, after such notification, additional funds are not allotted
by the end of the period set forth in the schedule, or an agreed date in sub-
stitution therefor, the Contracting Officer will, upon written request of the
Contractor, terminate this contract on such date, or on a date tole specified
in such request, on which the Contractor, in the exercise of his reasonable judge-
ment, estimates that he will have discharged his obli;ation to perform hereunder
in accordance with Paragraph (2) of this clause, whichever is later, pursuant to
the provisions of the clause of this contract entitled "Termination."
(5) When additional funds are allotted from time to time for continued
performance of the work under this contract, the parties shall agree as to the
applicable period of contract performance which shall be covered by such funds,
and the provisions of tarzgracpiceicpactabctiginme this clause shall apply
in like manner to such additional allotted funds and substituted date pertaining
thereto, and the contract shall be amended accordingly.
(6) The Government may at any time prior to termination allot additional
funds for this contract, and, with the consent of the Contractor, after notice of
termination, may rescind such termination in whole or in part, and allot additional
funds for this contract.
(7) In the event that sufficient amounts are not allotted to, this
contract to allow completion of the work contemplated by this contract, the
Contractor shall be entitled, subject to the limitations of Paragraph (3) of
this clause, to a percentage of the fixed fee set forth in the schedule equivalent
to the percentage of completion of the work contemplated by this contract.
(8) Nothing in this clause shall affect the right of the Government
to terminate this contract pursuant to the clause of this contract entitled
"Termination."
(9) For the purpose of this clause the allotment or allotments
specified in the schedule shall not be decreased without the consent of the
Contractor.
(10) This clause shall be applicable and the clause of this contract
entitled "Limitation of Cost" inapplicable until such time as an amount equal
to the total estimated cost and fee set forth in the schedule is allotted to
this contract, and thereafter the clause of this contract entitled "Limitation
of Cost" shall be applicable and this clause inapplicable.
revised 29 November 1962 ) (AFPI Rev. No. 24) except (5) modified
AM 7-40540W and is authorized for uso onlw in accordance with the requirements
of A:?12I 53-31.
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B.30 SMALL BUSINESS SUBCONTRACTING PROGRAM (FEB. 1962)
(a) The Contractor agrees to establish and conduct a small business subcontracting program
which will enable small business concerns to be considered fairly as subcontractors and suppliers
under this contract. In this connection, the Contractor shall --
(1) Designate a liaison officer who will (i) maintain liaison with the Government on
small business matters, (ii) supervise compliance with the "Utilization of Small Business Concerns"
clause, and (iii) administer the Contractor's "Small Business Subcontracting Program."
(2) Provide adequate and timely consideration of the potentialities of small business
concerns in all "make-or-buy" decisions.
(3) Assure that small business concerns will have an equitable opportunity to compete
for subcontracts, particularly by arranging solicitations, time for the preparation of bids,
quantities, specifications, and delivery shcedules so as to facilitate the participation of small
business concerns. Where the Contractor's lists of potential small business subcontractors are
excessively long, reasonable effort shall be made to give all such small business concerns an
opportunity to compete over a period of time.
(4) Maintain records showing (i) whether each prospective subcontractor is a small
business concern, (ii) procedures which have been adopted to comply with the policies set forth
in this clause, and (iii) with respect to the letting of any subcontract (including purchase
orders) exceeding 1110,000, information substantially as follows:
(A) Whether the award went to large or small business.
(B) Whether less than three or more than two small business concerns were solicited.
(C) The reason for non-solicitation of small business if such was the case.
(D) The reason for small business failure to receive the award if such was the
case when small business was solicited.
The records maintained in accordance with (iii) above may be in such form as the individual
Contractor may determine, and the information shall be summarized quarterly and submitted by the
purchasing department of each individual plant or division to the Contractor's cognizant small
business liaison officer. Such quarterly summaries will be considered to be management records
only and need not be submitted routinely to the Government; however, records maintained pursuant
to this clause will be kept available for review.
(5) Notify the Contracting Officer before soliciting bids or quotations on any subcontract
(including purchase orders) in excess of $10,000 if (i) no small business concern is to be
solicited, and (ii) the Contracting Officer's consent to the subcontract (or ratification) is
required by a "Subcontracts" clause in this contract. Such notice will state the Contractor's
reasons for non-solicitation of small business concerns, and will be given as early in the
procurement cycle as possible so that the Contracting Officer may give the Small Business
Administration timely notice to permit SBA a reasonable period to suggest potentially qualified
small business concerns through the Contracting Officer. In no case will the procurement action
be held up when to do so would, in the Contractor's judgment, delay performance under the contract.
(6) Include the 'Utilization of Small Business Concerns" clause in subcontracts which
offer substantial small business subcontracting opportunities.
(7) Cooperate with the Contracting Officer in any studies and surveys of the Contractor's
subcontracting procedures and practices that the Contracting Officer may from time to time conduct.
(8) Submit DD Form 1140 reports, in triplicate, to the Military Department that revicw
his subcontracting program, except that where the Contractor elects to report on a corporate
rather than a plant basis, he may subadt his reports to the Military Department having industri
readiness planning responsibility at the corporate headquarters.
(b) A "small business conern" is a oonoern that meets the pertinent criteria established
by the SBA and set forth in paragraph 1-701 of the Armed Services Procurement Regulation.
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(0) The Contractor agrees that, in the event he fails to oomply with his contractual
obligations comerning the small tusiness subcontracting worm, this oontraot may be terminated,
in whole or in part, for default.
(d) The Contractor further agrees to insert, in any subooutract hereunder which is in
excess of 11500,000 and which contains the "Utilisation of Small Business Concerns" clause,
provisions which shall conform substantially to the language of this clause, including this
paragraph (d), and to notify the Contracting Offioer of the names of such suboontraotors;
except that the suboontraotor will submit the DD Form 1140 reports to the Military Department
having industrial readiness planning responsibility or plant cognisance. (A suboontsactor
may request advice from the nearest military purchasing or contract administrition activity
as to the Military Department to which he should submit his reports.)
(ASPR 7-104.22, 7-204.19, 7-303.11 or 7-403.13 (60 Bd.) Revised 15 Feb. 1962 (Rev. No. 7)
and is authorised for use in accordance with the instructions in ASPR 1-707.3(b)).
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B.31 MATERIAL INSPECTION AND RECEIVING REPORT (JUL. 1958)
At the time of each delivery under this contract the Contractor shall
prepare and furnish to the Government, in the manner and to the extent required
by the Contracting Officer, a Material Inspection and Receiving Report (DD Form
250 or comparable form). The Government shall furnish the required forms to
the Contractor upon request.
(ASPR 7-105.7 or 7-205.6 (60 Ed.) and is authorized for use in accordance
with the instructions in AFPI 7-105.7)
B.32 FURNISHING OF PRICING INFORMATION (JAN. 1961)
(a) The Contractor shall furnish to the Accounting and Finance Officer
as soon as practical, but in no 'event later than the time of delivery of the
respective item, either on the DD Form 250, Material Inspection and Receiving
Report," or in such other written form as may be convenient for the contractor,
its best estimate of the price of any item, (excluding oomplete aircraft and
missiles, drawings, blueprints, technical reports, experimental, developmental
or research items), for Which a billing, estimated or firm price does not
appear in the contract, or has not otherwise been furnished to the Contracting
Officer prior to the time of delivery.
(b) The Contractor shall further indicate on each DD Form 250, submitted
under this contract, the price of Government-Furnished Material (M) that is
included in each line item covered by the respective DD Form 250.
(c) The Contractor shall =elude in each of its subcontracts under
which deliveries may be made directly to the Government a provision whereby
such 'subcontractor agrees to prepare and distribute the DD Form 250 and to
enter thereon the price of all GFM included in items so delivered to the
Government. The price of GPM will be made available to the contractor or
subcontractor by the Government, as the case may be. No delivery shall
be delayed by reason of the failure of the Government to furnish such
prices to the contractor or subcontractor. The contractor shall require
each subcontractor to include a similar provision in its subcontracts.
(MITI 7-4061 (60 Ed.) issued 17 Jan. 1961 (Rev. No. 2) and is authorised
for use in accordance with the instructions in MITI 7-4061.)
FP & CR
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B.33 STOP WORK ORDER (JUL. 1960)
The Contracting Officer may, at any time, by written order to the
Contractor, require the Contractor to stop all, or any part, of the work
called for by this contract for a period of ninety (90) days after the order
is delivered to the Contractor, and for any further period to which the parties
may agree. Any such order shall be specifically identified as a Stop Work Order
issued pursuant to this clause. Upon receipt of such an order, the Contractor
shall forthwith comply with its terms and take all reasonable steps to minimize.
the incurrence of costs allocable to the work covered by the .order during the
period of work stoppage. Within a period of ninety (90) days after a stop work
order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the Contracting Officer shall either --
(i) cancel the stop work order, or
(ii) terminate the work covered by such order as provided in the
"Termination" clause of this contract.
(b) If a stop work order issued under this clause is canceled or the
period of the order orany extension thereof expires, the Contractor shall
resume work. An equitable adjustment shall be made in the delivery schedule,
the estimated cost, the fee, or a combination thereof, and in any other
provisions of the contract that may be affected, and the contract shall be
modified in writing accordingly, if --
(i) the stop work order results in an increase in the time required
for, or in the Contractor's cost properly allocable to, the
performance of any part of this contract, and
(ii) the Contractor assorts a claim for such adjustment within
thirty (30) days after the end of the period of work stoppage;
provided that, if the Contracting Officer decides the facts
justify such action, he may receive and act upon any such
claim asserted at any time prior to final payment under this
contract.
Failure to agree to any adjustment shall be a dispute concerning a question
of fact within the meaning of the "Disputes" clause of this contract.
(c) If a stop work order is not canceled and the work covered by such
order is terminated for the convenience of the Government, the reasonable
costs resulting from the stop work order shall be allowed in arriving at the
termination settlement.
(ASPR 7-205.7 or-7-404.5 (60 Ed.) issued 22 July 1960 (Rev. No. 1) and is
authorized for use in accordance with the instructions in ASPR 7-105.8).
Ci
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B.34 PROGRAM PROGRESS REPORTING REVIREMENTS (JAN. 1961)
Contractor agrees to submit those program progress reports as are
specifically set forth in AFPI Form 21, "Specification of Program Progress
Reporting Requirements," attached to this contract, and made a part thereof.
Reports shall be prepared in accordance with instructions contained in
AMC/ABDO Manual No. WM 70-5/ABDO* 70-1, "Handbook, Contractor Program
Progress Reporting," and any amendments in effect on the date of this contract.
Bureau of Budget Clearance No. 21-R125.1 applies.
(AFPI 7-4063 (60 Ed.) issued 17 January 1961 (Rev. No. 2) and is authorized
for use in accordance with the instructions therein).
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B.35 DUTY-FRES ENTRY--CANADIAN SUPPLIES (NOV. 1961)
(a) Except as otherwise approved by the Contracting Officeri-no amount is or will be
included in the contract price on account of duty with respect to--
(i) all end items which oonstitute "Canadian end products" (as defined in
paragraph 6-101 of the Armed Services Procurement Regulation) to be delivered
under this contract; and
(ii) all supplies (including, without limitation, raw materials, components and
intermediate assemblies) produced or made in Canada which are to be incorporated
in the end items to be delivered under this contract; provided, that such end
items are made in the United States or Canada;
except supplies imported into the United States prior to the date of this contract, or, in the
case of supplies imported by a first- or lower-tier subcontractor hereunder, prior to the date
of his subcontract.
(b) The Contractor warrants that all such Canadian supplies, for which such duty-free
entry is to be claimed, are intended to be delivered to the Government or incorporated in
the end items to be delivered under this contract, and that duty shall be paid by the
Contractor to the extent that such supplies, or any portion thereof, (if not scrap or
salvage), are diverted to nongovernmental use other than as a result of a competitive sale
made, directed or authorized by the Contracting Officer.
(c) The Government agrees to execute duty-free entry certificates and to afford such
assistance as appropriate in order to Obtain the duty-free entry of Canadian end products or
supplies as to Which the ehipping documents bear the notation specified in paragraph (d) below,
except as the Contractor may otherwise agree.
(d) All shipping documents submitted to Customs, covering suoh Canadian end products or
supplies for which duty-free entry is to be claimed, shall bear the following information:
(i) Government prime contract number;
(ii) identification of carrier;
(iii) the notation: 'UNITED STAPES AIR FORCE - DUTY-FREE ENTRY TO BE CLAMED pursuant
to Act of August 10, 1956 (10 U.S.C. 2383)." Upon arrival of shipment at port
of entry, Collector of Customs, kindly notify the Commercial Traffic Office,
Detroit Air Procurement District, 6233 Concord Avenue, Detroit 11, Michigan, Who
will execute Customs Forms 7501 and 7501A and the Duty-Free Entry Certificate;
(iv) gross weight in pounds (if freight ie based on space tonnage, state cubic feet
in addition to gross shipping weight); and
(v) estimated value in United States dollars.
(e) The Contractor agrees to instruct the feral** supplier to prepare a sufficient number
of copies of the bill of lading (or other shipping document) so that at least two of the copies
accompanying the shipment will be available for use by the Collector of Customs at the port
of entry. The foreign supplier shall also be instructed to forward, at the time of shipment,
a memorandum copy of the bill of lading (or other Shipping document) to the designated Government
representative.
(f) This clause shall not apply to purchases of Canadian supplies in connection with this
contract if (i) such Canadian supplies are identical in nature with supplies purchased by the
Contractor or any subcontractor hereunder in connection with his commercial business, and .(ii)
it is not economical or feasible to account for such supplies so as to assure that the amount of
such supplies for Which duty-free entry is claimed pursuant to this clause does not exceed the
amount thereof purchased in connection with this contract.
(g) The Contractor agrees to insert the substance of this clause, including this paragraph
(g), in all subcontracts for supplies hereunder that exceed 115,000. Each such subcontract shall
require the subcontractor to identify this contract by its contract number on any shipping
documents submitted to Customs covering supplies for which duty-free entry is to be claimed pursuant
to this clause. 511 AF 33(657)-5117
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accordance
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B.36 CERTIFICATE OF CONFORMANCE (AUG. 1961)
(a) At the option of the Government, any of the supplies or services
to be furnished f.o.b. origin hereunder may be accepted without prior government
inspection upon receipt of a Certificate of Conformance of the contractor
attached to DD Form 250 for supplies or services reading substantially as
follows:
"I hereby oertify that I did, on the (date) of ? ?
19 ship via Name of Carrier) on (Bill of Lading No.. Receipt. etc ? in
accordance with shipping instructions issued by the contracting officer,7the
supplies called for by contract number (insert ?entreat No.)
that such supplies were in the quantities and of the quality called for, and
were in all respects in accord with the applicable speoifioations) or
(complete the services called for by Contract Number (insert contract number)
, item ; that such services were
in the quantity and of the quality called for, and were in all respects in
acoord with applicable speoifioations). This statement is furnished to
support payment of the attached invoice."
(b) Notwithstanding any provisions of the certificate above referred to,
and notwithstanding the provisions of paragraph (o) of olause hereof entitled
"Inspection of Supplies and Correction of Defects," the liability of the
Contractor with respect to supplies aooepted by the Government under the
provisions of paragraph (a) above will, after inspection by the Government
or after the expiration of a reasonable time following delivery to the
Government within *laic& inspection may be made, whichever occurs first,
be limited (except as to supplies rejected upon such inspection) to
liability for latent defects, fraud, or such gross mistakes as amount to
fraud.
(AFPI 7-4014 (60 Ed.) revised 8 August 1961 (AFTO No. 32) and is authorised
for use in accordance with the instructions in ATP' 147204.50).
CR
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B.37 LABOR SURPLUS AREA SUBCONTRACTING PROGRAM (Feb. 1962)
(a) The Contractor agrees to establish and conduct a program which will
enc?,arage labor surplus area concerns to compete for subcontracts within their
capabilities. In this connection, the Contractor shall--
(1) Designate a liaison officer who will (i) maintain liaison with
duly authorized representatives of the Government on labor surplus area
matters, (ii) supervise compliance with the "Utilization of Concerns in Labor
Surplus Areas" clause, and (iii) administer the Contractor's Labor Surplus Area
Subcontracting Program;
(2) Provide adequate and timely consideration of the potentialities of
labor surplus area concerns in all "make-or-buy" decisions;
(3) Assure that labor surplus area concerns will have an equitable
opportunity to compete for subcontracts, particularly by arranging solicitations,
time for the preparation of bids, quantities, specifications, and delivery
schedules so as to facilitate the participation of labor surplus area concerns;
(h) Maintain records showing procedures which have been adopted to
comply with the policies set forth in this clause; and
(5) Include the "Utilization of Concerns in Labor Surplus Areas"
clause in subcontracts which offer substantial labor surplus area subcontracting
opportunities.
CO A "labor surplus area concern" is a concern which will perform, or
cause to be performed, a substantial proportion of any contract awarded to it
in "Areas of Substantial and Persistent Labor Surplus" or in "Areas of Substantial
Labor Surplus," as designated by the Eepartment of Labor. A concern ellen be
deemed to perform a substantial proportion of a contract in a labor surplus area
if the costa that the concern will incur on account of manufacturing or production
(by itself or its first-tier subcontractors) in such areas amount to more than
50 percent of the price of such contract.
(0) The Contractor further agrees, with respect to any subcontract
hereunder which is in excess of $500,000 and which contains the clause
entitled "Utilization of Cancer= in Labor Surplus Areas," that he will
insert provisions in the subcontract which will conform substantially to the
language of this clause, including this paragraph (c), and that he will
furnish the names of such subcontractors to the Contracting Officer.
(ASPR 1-805.3(b) (60 Md.) issued 15 Feb. 1962 (MR Rev. to. 7) and shall
be used only in acoordance with the inetruotiona therein).
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Deleted
B.38
B.39 SECURITY REal/RMOONTO (Por Use in Letter Contracts Only)
Forwent to paragraph 5.b of "Industrial ffeourikrlfisinal for Oafeguarding Classified Information",
the Contracting ?Moor may modify Comtractor's responsibilities for security with respect **Amy
imuk being performed hereunder within the confines of a military installation. Ouoh modification
shall be transmitted to the Contractor by the Contracting Officer by asendment to this ?entreat.
(Authorised for use in a letter contract wherein the Contractor may be required to peens any
portion of the workArithin the confines of a military installation)
B.40 maim Slff4n2SOUOITS (Definitive Contract)
Pursuant to paragraph 5.b of "Industrial Security Manual for Otfeguarding Classified Information",
the OCOUGOting Officer may modify Contractor's responsibilities for security with respeot to any
work being performed hereunder within the confines of &military installation. finch modification
shaIl be treommitted to the Contractor br the Contracting Officer by written notice pursuant to the
clause of this contract entitled "Changes". ME such modification results in an increase or decrease
of security costs under this ocntreot, an appropriate increase or decrease of the contract pries,
the estimated cost, the fee (as applicable to this *entreat) hereunder shall be negotiated and
evidenced by a supplemental agreement to this contract.
(Authorised for use in any definitive contract wherein the Contractor sim, be required to perforn any
portion of the work within the confines at asdlitary installation)
=TRAM MGM IDEOTIPIOATICU Off DATA
Contractor agrees to mark the number of this contract on all Data delivered hereunder.
(*Pi 9-202.1(a)(5) (60 al.) and is authorised for use in accordance with the instraoticas therein)
B.142 OCRIOULE PROM= MOM TO THE CLAMS =nor Lamm "DATA"
In the event the clause hereof entitled "Data" is incorporated in a contract the provisions of
this ohause shall be deemed to be incorporated in the Schedule of such contract.
Rights In Data
The rightm obtained .by the Government in Subject Data are set forth in the Data clause ,
incorporated in this ?contract, and nothing elsewhere in this oantraot or in any documents.
incorporated by reference in this contract shall be construed as in any way altering auch
rights.
(This clause is authorised for use in accordance with the instructions in APPI 9-202.1(b)(1) and
APPI 9402.1(0)(4) (60 Bl.)
B.43 MEM Of KM ISPOIOULTICI
?
,
No news release, public announcement, denial or confirmation of same on any part of the subject ?
matter of this contract or Any phase of any programhereunder shall be made' the prior written
Office of
Infr"vairmatione 6h3th syster.latasmatmeassmagocenowaismace if this ....rt m m
witigainguasecroary arid Office *
(Authorised forums only in contracts -.Wendt into br APOO Ballistic Systems-Division and
APOO Space *miens Division)
*of Information, Space Systems Division if this contract is with space Systems Division.
IT di OE
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8.44 IFLEASE OF MAVAOFTENI INFORMATION
With respect to work being performed under this contract, the Contractor
agrees that information requested of the Contractor by Very Important Visitors
as defined by AFSC Regulation 11-6, dated 16 January 1962, will be coordinated
wherever feasible, with the cognizant Air Force Plant Pepreeentative or his
,rtnly authorized rElpresentati,:fe,
FINMICIAL MANAGFAINT MOW (Mar. 1960)
(a) On or before the thirtioth lay of the month following the end of each
calendar quart-,r, until much time IT the uninvoited dollar amount of this contract
Is lees than '25,000, the Contractor shall submit to the Contracting Officer*
on DD Form 1097, dated / November 1959* or other authorized form calling for
substantially the same information, furnished by the Contracting Officer, a report
cf the financial status of the contract, as of the end of such quarter. The Con-
tracting Officer may extend the time for filing said report for a period not to exceed te
ten working days.
(b) This clause does not modify the obligations of the Contractor under the
clause of this contract entitled ("Limitation of Cost").
AFPI 7-204.5'2) (60 Ed.)
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i 46 PROVISIONS FOR MAINTENANCE, OVERHAUL AND MODIFICATION CONTRACTS
(1) Clause 1 - Definitions - of Section A is hereby amended by adding the
following paragraphs after paragraph (e):
"(f) The term 'supplies ? as used in this contract includes without
limitation, and in addition to the items mentioned in the clauses of
this contract entitled 'Inspection of Supplies and Correction of
Defects,' all work to be performed under this contract.
(MPI
To
(g) The term 'Specifications' as used herein includes without
limitation the statement of work to be performed upon jar lk:me
being maintained, modified, reconditioned, rehabilitated, or repa
hereunder."
Febo 19t3 jte'770 Noo 27)
7-4603.1) (60 Ed.) revised/290115W3a1962x4Baurx2=04
viipment
(2) Special Provisions Relating To Air Force Equipment Upon Which Work Is
Be Performed (Jun. 1959)
(a) The Contractor's liability for Air Force equipment upon whioh work
is to be performed by the Contractor pursuant to this contract shall be subject
to the provisions of paragraph (f) and paragraph (e) as revised below, of the
clause of this contract entitled "Government-Property." For the purpose of .
this clause, the following shall be substituted for paragraph (e) of the clause
entitled "Government-Property": "Title to Air Force equipment furnished for
repair or modification shall remain in the Government. The Contractor Shall
protect such equipment in accordance with sound industrial practice. The
Government shall at all reasonable times have access to the premises wherein
the Air Force equipment is located." However, such equipment shall not be
considered Government-property within the meaning and for the purpose of any.
other paragraph of that clause.
(b) The Contractor shall maintain adequate property control records of
Air Force equipment furnished for repair or mOdification in accordance with the
requirements of the "Manual for Control of Government Property in Possession of
Contractors" (Appendix B, Armed Service Procurement Regulation) as in effect on
the date of the contract, which manual is hereby incorporated by reference and
made a part of this contract.
(Applicable if this is a definite quantity contract)
(c) In the event the Air Force equipment furnished for repair or modificatior
is not delivered to the Contractor by the time or times specified in the schedule,
the Contracting Officer shall, upon timely written request made by the Contractor,
maks a determination of the delay occasioned the Contractor thereby, and 'Shall
eqUitab* adjust the delivery or performance dates 0 the estimated cost, fixed
fee, or both and any other contractual provisions affected by such delay, in
accordance with the procedures provided for in the clause of this contract
entitled "Changes".
WTI 7-4051 (60 Bi.))
CR
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1. The following provisions shall form a part of any Letter Contract incorporating the provisions of this Section
C by reference,
2. All clauses of Section A of this Basic Agreement, excepting any clause entitled "Limitation of Cost," "Allow-
able Cost, Fixed-fee and Payment," and "Termination" are hereby incorporated into this Letter Contract by refer-
ence with the same force and effect as though herein set forth in full. Reference in any of the clauses of Section
A of this Basic Agreement to contract costs or adjustments in fixed-fee, if any, and delivery schedules, to the
extent such are not included in this Letter Contract, shall be inapplicable, except that any adjustments in amounts
finally payable to the Contractor, or in time of performance required by such clauses, shall be made either at the
time of settlement of Contractor's termination claims or shall be taken into account at the time of execution of
the definitive contract contemplated hereby.
3. By the Contractor's acceptance hereof, it undertakes without delay to provide such price and cost informa-
tion as may reasonably be required by the Contracting Officer and to enter into negotiations with the Department
of the Air Force looking to the execution of a definitive contract which will include all of Section A, the Section
B clauses referred to elsewhere herein, and such other clauses as may be mutually agreeable. The definitive con-
tract will also contain a detailed delivery schedule, estimated cost, fixed fee, if any, terms and conditions as agreed
to by the parties which may or may not be at variance with the provisions of this order.
4. Termination?(a) In case a definitive contract is not executed by the date specified in the clause hereof
entitled "Provision for Definitizing Contract," because of the inability of the parties to agree upon a definitive con-
tract, this order may be terminated in its entirety by either party by delivering to the other party a notice in
writing specifying the effective date of termination, which date shall not be earlier than thirty (30) days after
receipt of such notice.
(b) The performance of work under the contract may be terminated by the Government, in accordance with
this clause in whole, or from time to time in part, (1) whenever the Contractor shall default in performance of this
contract in accordance with its terms (including in the term "default" any such failure by the Contractor to make
progress in the prosecution of the work hereunder as endangers such performance), and shall fail to cure such de-
fault within a period of ten days (or such longer period as the Contracting Officer may allow) after receipt from
the Contracting Officer of a notice specifying the default, or (2) whenever for any reason the Contracting Officer
shall determine that such termination is in the best interest of the Government. Any such termination shall be
effected by delivery to the Contractor of a Notice of Termination specifying whether termination is for the default
of the Contractor or for the convenience of the Government, the extent to which performance of work under the
contract is terminated, and the date upon which such termination becomes effective. If, after notice of termination
of this contract for default under (1) above, it is determined that the Contractor's failure to perform or to make
progress in performance is due to causes beyond the control and without the fault or negligence of the Contractor
pursuant to the provisions of the referenced clause of this contract relating to excusable delays, the Notice of Ter-
mination shall be deemed to have been issued under (2) above, and the rights and obligations of the parties hereto
shall in such event be governed accordingly.
(c) After receipt of a Notice of Termination, and except as otherwise directed by the Contracting Officer,
the Contractor shall (1) stop work under this order on the date and to the extent specified in the Notice of Ter-
mination; (2) place no further orders or subcontracts for materials, services, or facilities except as may be neces-
sary for completion of such portion of the work under this order as is not terminated; (3) terminate all orders and
subcontracts to the extent that they relate to the performance of work terminated by the Notice of Termination;
(4) assign to the Government, in the manner, at the times, and to the extent directed by the Contracting Officer,
all of the right, title, and interest of the Contractor under the orders or subcontracts so terminated; (5) settle all
outstanding liabilities and all claims arising out of such termination of orders and subcontracts with the approval
or ratification of the Contracting Officer to the extent be may require, which approval or ratification shall be final
for all purposes of this clause; (6), transfer title to and deliver to the Government, in the manner, at the times
and to the extent, if any, directed by the Contracting Officer, (i) the fabricated or unfabricated Parte, work in
process, completed work, supplies, and other material produced as a part of, or acquired in respect of the perform-
ance of, the work terminated by the Notice of Termination, (ii) the completed or partially completed plans, drawings,
information, and other property which, if this order had been completed, would be required to be furnished to the
Government; (7) use its beat 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 provimons (6) of this
paragraph: Provided, however, That the Contractor (i) shall not be required to extend credit to any purchaser, and
(ii) may acquire any such property under the conditions prescribed by and at a price or prices approved by the
Contracting Officer: And provided further, 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 order or shall otherwise be
credited to the price or cost of work covered by this order or paid in such other manner as the Contracting Officer
may direct; (8) complete performance of such part of the work as shall not have been terminated by the Notice of
Termination; and (9) take such action as may be necessary or as the Contracting Officer may direct, for the pro-
tection and preservation of the property related to this order which is in the possession of the Contractor and in
which the Government has or may acquire an interest. At any time after expiration of the plant clearance period, as
defined in Section VIII, Armed Services Procurement Regulation, or as it may be amended from time to time, the
Contractor may submit to the Contracting 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 remove such items 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, Provided, That the list sub-
mitted shall be subject to verification by the Contracting Officer upon removal of the items, or if the items are
stored, within forty-five (45) days from the date of submission of the list, and any necessary adjustments to
correct the list as submitted shall be made prior to final settlement.
(d) After receipt of a Notice of Termination, the Contractor shall submit to the Contracting Officer its ter-
mination claim in the form and with the certification prescribed by the Contracting Officer. Such claim shall be
submitted promptly, but in no event later than one year from the effective date of termination, unless one or more
extensions in writing are granted by the Contracting Officer upon request of the Contractor made in writing with-
in such one-year period or authorized extension thereof. However, if the Contracting Officer determines that the
facts justify such action, he may receive and act upon any such termination claim at any time after such one-year
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period or any extension thereof. Upon failure of the Contractor to submit a termination claim within the time
allowed, the Contracting Officer may, subject to any Settlement 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 the Contractor by reason of the termination, and
Shall thereupon pay to the Contractor the amount so determined.
(e) Subject to the provision of paragraph (d) hereof, and subject to any Settlement Review Board approvals
required by Section VIII of the Armed Services Procurement Regulation in effeetas of the date of execution. of this
contract, the Contractor and the Contracting Officer may agree upon the whole or any part of the amount or amounts
to be paid to the Contractor by reason of the total or partial termination of work pursuant to this clause. In alte
event of any termination pursuant to paragraph (a) or (b)(1) hereof, such amount or amounts shall not thelua
any allowance for profit or fee. In the event of any termination pursuant to paragraph (b) (2) hereof, such amount
or amount* may include a reasonable allowance for profit or fee, but only on 'work actually done in ?sia.Owtvilit
the terminated portion of this order. Any such amount shall not exceed the amount set forth in the clause hwed
entitled "Authority to Obligate Funds." Any such agreement shall be embodied in tui amendment to tide order and
the Contractor shall be paid the agreed amount
paragraph (e) hereof, as to the amount or amounts to be paid to the Contractor in connection with
(f) If the Contractor and the Contracting Officer are not able to agree, hi whole or in mat _astLrogigii:
tion of work pursuant to this clause, the Contracting Officer, without don of, My amounts agreed upon in ac-
cordance .with the above-cited paragraph (e), shall, subject to any Settlement Review Board approvals
by Section VIII of the Armed Se cm Procurement Regulation in effect as of the dote of execution et this
pay to the Contractor an amount determined in accordance with the applicable cost principles of the Arita
Services Procurement Regulation. In the event of the termination of this order pursuant to paragreadi .1a) hermd.
no allowance for fee or profit shall be included in the amount to be paid the Contractor.
(g) The Contractor shall have the right of appeal, under the clause entitled "Disputes"; incorporated in this
order by reference, from any determination made by the Contracting Officer udder paragraph (d) tat (f) above
(including any dispute as to whether termination has hi fact taken place pursuant to paragraph (a) hereof), ex-
cept that if the Contractor has failed to submit a claim within the time provided in paragraph (d) hereof rind hen
failed to request extension of such time, the Contractor shall have no such right of appear In any cam where the
Contracting Officer has made a determination of the amount due under paragraph (d) or (f), above, the. itural
ment shall pay to the Contractor the following: (i) if there Is no right of appeal hereunder or if no ithillen.
appeal
has been taken, the amount so determined by the Contracting Officer, or (iii if an appeal has been the
amount finally determined on such appeal
(h) In arriving at the amount due to the Contractor under this claims there shall be dechicted? (1) all nn-
liquidated -advance or other unliquidated payments theretofore made to the Contractor, (2) any claim which the
Government may have against the Contractor in connection with this contract, and (3) the agreed pries for, or Alti
pewee& of sale of, any materials, supplies or other things acquired by the Contractor or mid pursuant tri. the pro-
?laions of this clause and not otherwise recovered by or credited to the Government.
(1) The Government may from time to time, under such ter m a and conditions as it may proscribe, make
partial payments and payments on account against coats incurred by the Contractor in connection with the termi-
nated portion of the contract whenever in the opinion of the Contracting Officer the aggregate of such payments
shall be within the amount to which the Contractor will be entitled hereunder. If the Wei of such payments is hi
exam Of the amount 'finally agreed or determined to be due under this clause,?such excess shall be payable by the
Contractor to the Government upon demand together with interest computed at the rate of 696 per annum, for the
period from the date such excess payment is received by the Contractor to the date on whit* such exeeas io repaid
to the Government: Provided, however. That no interest shall be charged with respect to any such axone payment
attributable to a reduction In the Contractor's claim by reason of retention or other &poi:Kira of termination in-
ventory until ten days after the date of such retention or disparate/a,
5. If Clause .A.33 - Data-Withho)ding ef Payment i applicable- to this letter
contract the wording "ton pernt 1C.4"A) ct the :-.on tract price" appearing, in said.
clause is modified to read. "ten Tercel-if (1.110) ct +he amount that may be
otherwise payable to the CantraCtOr *under this letter contract".
(AFPI 7-2505.3(a) as modified by AFPC Jc .t rtsted March 1963)
Ar 3y(657)4117
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SECTION D--PROVISIONS FOR RESEARCH AND DEVELOPMENT CONTRACTS
This Section D shall be deemed to be incorporated in and form a part of every contract placed by the United
States Air Force with the Contractor whenever such instrument or document states that this Section D of this Basic
Agreement applies:
1)-1. Clause 1?Definitions--of Section A is hereby amended by inserting therein the following paragraph:
"(f) The term 'contract work' means all work to be performed under this contract including without limita-
tion any studies covering fundamental, theoretical, or experimental investigations; any extension of the Investiga-
tive findings and theories of a scientific or technical nature into practical application; any tangible items, herethaftei
referred to as 'supplies,' furnished to the Government; and any reports, data, computations, plans, drawings and
specifications with respect to any of the foregoing." AFPI 7-402.1) Wet, 1951)
11-2. Clause 2?Changes--of Section A is hereby deleted and the following clause substituted in lie. thereof;
'2. CHANGES. (Feb. 1059) The Contracting Officer may at any time, by a written order, and without notice to tIn
sureties, if any, make changes, within the general scope of this contract, in any one or more of the following: (i*:
drawings, designs, or specifications, (ii) method of shipment or paeldng; (iii) place of inspection, delivery, or weep
tance, and (iv) the amount of Government-furnished property. If any such change causes an increase or decrease in the
estimated cost of, or the time required for, performance of this contract, or otherwise affects any other provisions of
this contract, whether changed or not changed by any such order, an equitable adjustment shall be made (i) in the
estimated cost or delivery schedule, or both, (ii) in the amount of any fee to be paid to the Contractor and (iii) In
such other provisions of the contract as may be so affected, and the contract shall be modified in writing accord-
ingly. Any claim by the Contractor for adjustment under this clause must be asserted within sixty (60) days from
the date of receipt by the Contractor of the notification of change; provided, however, that the Contracting Officer,
if he decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior
to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question
of fact within the meaning of the clause of this contract entitled 'Disputes.' However, nothing in this clause shall
excuse the Contractor from proceeding with the contract as changed."
(ASPR 7-404.1) (60 Ed.) except the words and figures "thirty (SO)" clanged to "sixty (60)")
D-3. Clause 3?Limitation of Cost---of Section A is hereby amended by deleting paragraph (a) and substitut-
ing in lieu thereof the following: . .
"(a) It is estimated that the total cost to the Government, exclusive of any fixed fee, for the performance of
this contract will not exceed the estimated cost set forth in the Schedule, and the Contractor afrees to use his best
efforts to perform the work specified in the Schedule and all obligations under this contract within such estimated
cost. If at any time the Contractor has reason to believe that the costa which he expects to incur in the performance
of this contract in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed
seventy-five per cent (75%) of the estimated cost then set forth in the Schedule, or if at any time, the Contractor
has reason to believe that the total cost to the Government, exclusive of any fixed fee, for the performance of this
contract will be substantially greater or less than the then estimated cost thereof, the Contractor shall notify the
Contracting Officer in writing to that effect, giving the revised estimate of such total cost for the performance of
this contract." (Feb. 1959) (ASPR 7-402.2) (60 Ed)
D-4. Clause 5?Inspection of Supplies and Correction of Defects?of Section A is hereby deleted and the fol-
lowing clause substituted in lien thereof:
"5. INSPECTION AND CORRECTION OF DEFECTS. (May 1960) (a) All work under this contract shall be sub-
ject to inspection and test by the Government (to the extent practicable) at all times (including the period of
formance) and places, and in any event prior to acceptance. The Contractor shall provide and maintain an
system acceptable to the Government covering; the work hereunder. The Government, through any
sentative, may inspect the plant or plants of the Contractor or of any of his subcontractors engaged in the perform-
ance of this contract. If any inspection or test is made by the Government on the premises of the Contractor or a sub-
contractor, the Contractor shall provide and shall require subcontractors to provide all reasonable facilities and
assistance for the safety and convenience of the Government inspectors in the performance of their duties, An In-
spections and tests by the Government shall be performed in such a manner as will not unduly delay the work. Except
as otherwise provided in this contract, final inspection, and acceptance shall be made at the place of delivery as
promptly AS practicable after delivery and shall be deemed to have been made no later than ninety (90) days after
the date of such delivery. if acceptance has not been made earlier within such period.
(b) At any time during performance of this contract, but not later than six (6) months (or such other time
as may be provided in the Schedule) after acceptance of all of the mid items (other than design', thawing., or
reports) to be delivered under this contract, the Government may require the Contractor to remedy by at or
this contract. Any time devoted to such correction or replacement shall not be included in the time of the
replacement, as directed by the Contracting Officer, any failure by e Contractor to comply with ts of
period of time specified in the preceding sentence, except as provided in (d) below. Except as otherwise provided
In paragraph (c) below, the allowability of the cost of any such replacement or correction shall be determined as
provided in the clause of this contract entitled Allowable Cost, Fixed Fee, and Payment, but no additional foe
shall be payable with respect thereto. Corrected articles shall not be tendered again for acceptance unless the former
tender and the requirement of correction is disclosed. If the Contractor fails to proceed with reasonable promptness
to perform such replacement or correction, the Government (i) may by contract or otherwise perform such replace-
ment or correction and charge to the Contractor any inermmd cost occasioned the Government thereby, or may re-
duce any fixed fee payable under this contract (or require repayment of any fixed. fee theretofore paid) in such
amount as may be equitable under the circumstances, or (h) In the case of articles not delivered, may require the
delivery of such articles, and shall have the right to reduce any fixed fee payable under this contract (or to re-
quire repayment of any fixed fee theretofore paid) im such amount as may be equitable under the circumstances,
or (iii) may terminate this contract for default Failure to agree to the amount of any such increased coat to be
charged to the Contractor or to such reduction in, or repayment of, the fixed fee shall be deemed to boa dispotte con-
cerning a question of fact within the meaning of the clause of this contract entitled Disputes.
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(c) Notwithstanding the provi.sionsi err paaagraph (to) above, the Government ma, at any time require the
Contractor to remedy by correction. or replacement, without cost to the Government, any failure by the Contractor
to comply with the requirements ,of this contract if such failure is due to fraud, lack of good faith or willful mis-
conduct on the part of any of the Contractor's directors or officers, or on the part of any of his 'managers, superin-
tendents, or other equivalent representatives, who has supe-vision or direction of (i) all or substantially all of
the Contractor's business. or k '13 j all or substantially all of th (ontraulor twerps (sins at any erm ilazi1. er separate
?lersateeseitrrevelereSeereartese-er
The Government may at any time also require the Contractor to
remedy by correction or replacement, without cost to the Government, any such failure caused by one or more
individual employees selected or retained by the Contractor after any such supervisory personnel has reasonable
grounds to believe that any such employee is habitually careless or otherwise unqualified.
(d) The provisions of paragraph (b) above shall apply to any corrected or replacement end item or compo-
nent until six months after its acceptance.
(e) The Contractor shall make his records of all inspection work available to the Government during the per-
formance of this contract and for such longer period as may be specified in this contract.
(f) Except as provided in this clause and as may be provided in the Schedule, the Contractor shall have no
obligation or liability to correct or replace articles which at the time of delivery are defective in material or work-
manship or otherwise not in conformity with the requirements of this contract.
(g) Except as otherwise provided in the Schedule, the Contractor's obligation to correct or replace Govern-
ment-furnished property (which is property in the possession of or acquired directly by the Government and de-
livered or otherwise made available to the Contractor) shall be governed by the provisions of the clause of this
contract entitled 'Government Property'."
(ASPR 7-402.54 to (11 t60 Ed.); ) re:Alt-Led)
D-5. Clause 7?Subcontracts---of Section A is hereby amended by deleting the period at the end of the first
sentence of paragraph (c) and inserting in lieu thereof the following:
" or (v) has experimental developmental, or research work as one of its purposes." (ASPR 7-402.8 (60 Ed.)
Revised 15 Apr. 1962 (ASPR Ito, No. 91;
Y._
D-6. Clause 38?Limitation on Withholding of Payments?of Section A is hereby amended by deleting the words
"supplies delivered or services performed" and substiuting in lieu thereof the words "work performed under this
,
contract." ASPR o)
D-7. Standards of Work t Feb. 1969? - The ontrattor agrees that the performance of work and services, pur-
suant to the requirements or this eoto ract. *hall conform to high professional standards.
(ASPR 7-402.4) (60 Ed-)
D-8. Reports of Work (Jul. t960)--(a) The Contractor shall submit reports making full disclosure of all work
done and the results thereof, in the manner, at the times, and to the extent set forth in the Schedule; provided that,
unless otherwise specified in the Schedule, the Contractor shall submit such reports in triplicate from time to time as
requested and upon completion (or earlier termination) of the work. Except as may be otherwise specified in the
Schedule, or unless the Contractor is otherwise instructed, the Contractor shall, upon completion (or earlier termina-
tion) of the work, deliver any working drawings and specifications of any prototypes as may have been developed.
(b) If the ?Contraetor oecomes unable to complete the contract work and to deliver at the time specified in
the Schedule because of technical difficulties, notwithstanding the exercise of good faith and diligent efforts in per-
formance of the work. he shall give, the lemtracting Officer written notice of the anticipated delays with reasons
therefore not less that) tory Ave :45) days before the completion date specified in the Schedule or within such time
as the Contracting Officer deems sufficient. When notice is so required, the Contrtpg Officer may, in his dis-
cretion, extend the time specified in the Schedule for such period as he deems, ble.
(ASPR 7-404.6, (60 Ed. revised ve July i.960 r A SPR Rev. No. 1))
PP9r.?434416Mtitteffittit iffltett-char-trAT
--":"..""*".1.16.1111111*Ilitsre
of this contract, the Contractor snail submit vouchers to ti o
costs descraring the amoun
s'.uear-iiimee?deetrartflirrver-aosts
n. wages, labor bur
en o
ment of
D-10. ,ACKNOWLEDGEM rif .sPl.ik:SORtilliF ,May 1,91e)
Life .OF tn s contract gild for two yeas thereafter
(a) The Contraetor agree ,ba,,"i;.. , o ?ma ion relating to is contract sucn release snail
include a statement tr., the effect chat the iiroject ?.;r etl'ort
depicted was or is sponsored by the agency set forth in
the Schedule of this contract.
tb) For the .por.pose this ,..laose, -Tritorrnation' includes but is not limited to, news releases, articles,
manuscripts, nroebures. a.dvernsemeers stir; eeo motee? pictures, speeches, trade association meetings, symposia, etc.
(c) . Nothing it; tie, toregiong 'hai aie,i impl,arce with the requirements of the clause of this contract
entitled "Military Seam', lisoo.:,r?-onto cs
(d) The (70ntractor :eurther agrees th ,1nritete eriCr provision in any subcontract awarded as a result of this
contract,
*owEtion?. at v. u division!, eobartment of the Contractor's business wherein the
e gbv, pe tcmecag !).r. ..t. A.1.1 or ?uostantially ail of one Or more o the
Al 62 r s r other ma :1 or industrial operation within a plan
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SECTION I - ADDITIONAL monsrams
The par.t of thi ontract describing the eapplies and services to be furnished
shall refer to. either Clause E-1 or 24 of this Section; thus, such part shall teed
"(a) Supplie3 and rvices to be Furnished Pursuant to the Provisions of Clam*
(Insert E-1 or it-2 and with list of items)R.
7-1 The parties have determined that this contract isof a highly:experimental
and developmental nature and :therefore that the Contractor cannot guarantee
successful perecrman4e thereof or completion within the time specified in the
delivery sohedule ee forth herein; however, the Contractor Shall use it. beet
effortouto perform the prescribed work until the date .epecified in this contract
as the date beyond *AA no partormanoe on the part: of the.Contractor will be
required.
E-2 The ContreALr shall, within the time specified in the delivery schedule
set forth in this contract, manufacture, furnish and deliver to the Government
the articler and cervices set forth in this contract.
4C AF 33(657)-5117
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