CONTRACT FOR SPARE PARTS ITEMS FOR PULSE CAMERA PROTOTYPE.

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP78-03172A000300020075-6
• Release Decision: RIPPUB
• Original Classification: S
• Document Page Count: 33
• Document Creation Date: December 22, 2016
• Document Release Date: February 14, 2012
• Sequence Number: 75
• Publication Date: March 14, 1961
• Content Type: MISC

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CONTRACT/TASK ORDER NO.
NEGOTIATED CONTRACT
25)
omens! No. 6 r '
ISSUING OPPICI
NAME
ADDRESS
9F
25
CQNTRACTOR
NAME
ADDRESS
CONTRACT FOR
AMOUNT
Spare Parts Itelrs for Pulse Camera Prototype..
0
$ 3s ?5
MAIL INVOICES TO
Issuing QCf3te
APPROPRIATION AND OTHER ADMINISTRATIVE DATA
1 ! ) ( f
o~
9
1
This negotiated contract is entered into pursuant to Statutory Authority and any required determination and
findings have been made.
THIS CONTRACT is entered into as of 1 6~ by and between the United
,
States of America hereinafter called the G ver ented t e Contracting
Officer executing this?
contract and 25
25
(i) a corporation organized and existing. under the laws of the State of
(ii) a partnership consisting of
(iii) an individual trading as - "'
hereinafter called the Contractor. The parties hereto agree that the Contractor shall furnish and deliver all
the supplies and perform all the services set forth in the attached Schedule, for the consideration stated
therein.
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized Z
person is prohibited by law. 60863
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CONFIDENTIAL
GAL PROVISIONS
(Fixed Price Research and Development Contract)
Page
Article
Page
Alterations
36
28
Notice and Assistance Re-
Assignment of Claims
30
25
garding Patent infringement
16
15
Authorization and Consent
15
15
Notice to the Goverment of
fty American Act
29
24
Labor Disputes
26
24
Changes
8
4
Officials Not to Benefit
31
25
Convict Labor
21
22
Packing and Processing
Covenant Against Contin-
aaarges
35
28
gent Fees
32
25
Patent Ruts
17
15
Data
19
20
Payments
4
2
Default
13
9
Priorities, Allocations
Definitions
1
1
and Allotments
28
24
Disputes
9
4
Reports of Work
12
9
ffi t Hoar Lev of 1912
23
23
Scope of Work
2
2
Examination of Records
5
2
Security
6
2
Federal, State, and
Local Texas
34
26
Standards of Work
3
2
Filing Patent Applications
18
20
Termination for Convenience
Government-Furnished
of the Goverment
14
10
Property
11
5
Utilization of Concerns in
Gratuities
33
25
Labor Surplus Areas
25
23
Inspection
10
4
Utilization of Sae.11 Business
Nov Features of Design
20
22
Concerns
27
24
Nondiscrimination in
Rloyment
24+
23
Walsh-Healey Public Contracts
Act
As used throughout this contract, the following terms shall have the mean-
ings set forth below:
(a) "Director" means the present Director or the Deputy Director of the
Agency and their successors in office; and the term "His Duly Authorized
Representative" means any person or persons or board (other than the Contract-
ing Officer) authorized to act for the Director.
(b) "Contracting Officer" means the person executing this contract
on behalf of the Government and any other person who is a properly desig-
nated Contracting Officer; and the team includes, except as otherwise pro-
vided in this contract, the authorized representative of a Contracting
Officer acting within the limits of his authority.
(c) 8ccept as otherwise provided in this contract, the term "sub-
contracts" includes purchase orders under this contract.
(d) "Contract" as used herein means this contract and/or any Task
Orders issued under and subject to the provisions of this contract.
"Schedule" means a Schedule attached to this contract or to a Task Order
under this Contract.
C O' NR F E D';' 1,
L
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The work to be performed under this contract shall be set forth in
the Schedule of this contract (or of Task Orders hereunder as issued from
time to time) and shall be for work and services for which the Contractor
has submitted proposals. In the event any program of work requested by
the Government hereunder is not acceptable to the Contractor, the Con-
tractor shall advise the Contracting Officer as to the objections thereto
within fourteen (i4+) days after receipt of the contractual documents, or
at a later time if requested by the Contractor and approved by the Con-
tracting Officer.
The Contractor shall supply the necessary qualified personnel, equip-
ment, facilities and materials, and shall use its best efforts to conduct
the work specified in the contract in accordance with the specifications,
schedules and drawings contained theredn. The Contractor and the Con-
tracting Officer shall cooperate in consultation and otherwise upon th"
request of either party in the resolution of mutual problems.
ARTICLE 3 STANDARDS OF WORK:
The Contractor agrees that the performance of work and services pur-
suant to the requirements of this contract shall conform to high profes-
sional standards.
ARTICLE !E I'AYM ,.TS:
The Contractor shall be paid, upon submission of proper invoices or
vouchers, the prices stipulated herein for work delivered or rendered
and accepted, less deductions, if any, as herein provided. Unless other-
wise specified, payment will be made upon acceptance of any portion of
the work delivered or rendered for which a price is separately stated
in the contract.
ARTICLE 5 EXAMINATION OF RECORDS:
(a) The Contractor agrees that the Comptroller of the Contracting
Government Agency or any of his duly authorized representatives shall,
until the expiration of three years after final payment under this con-
tract, have access to and the right to examine any directly pertinent
books, documents, papers and records of the Contractor involving trans-
actions related to this contract.
(b) The Contractor further agrees to include in all his subcon-
tracts hereunder a provision to the effect that the subcontractor agrees
that the Comptroller of the Contracting Government Agency 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, documents, papers, and
records of such subcontractor involving transactions related to the
subcontract. The term "subcontract" as used in this clause excludes
(i) purchase orders not exceeding $2,500 and (ii) subcontracts or pur-
chase orders for public utility services at rates established for
uniform applicability to the general public.
ARTICLE 6 SECURITY:
(a) Disclosure of Information: It is understood that disclosure
of information relating to the work contracted for hereunder, to any
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person not entitled to receive it, or failure to safeguard all SECRET and
CONFI=fTIAL matter that may ewe to the Contractor or any person under
his control in connection with tie work contracted for hereunder, may sub-
ject the Contractor, his agents, employees and subcontractors to criminal
liability under the laws of the United States (18 U. S. Code 793, 794, 798)?
The provisions of the "Security Requirements for Contractors" and the
"Contractor's Security Agreement," copies of which have been furnished to
the Contractor, are incorporated herein by reference.
(b) Subcontractors: When it is deemed necessary to disclose classi-
fied information to a subcontractor to accomplish the purposes of this
contract the Contractor will request permission of the Contracting Officer
prior to such disclosure. Upon the granting of permission, the Contractor
shall cause to be inserted in all subcontracts under this contract a
provision similar to (a) above.
(c) Aliens: Except with the prior written consent of the Director
or his duly authorized representative, the Contractor shall not permit
any alien to have access to classified security information.
ARTICLE 7 SHIP!41 TS:
(a) Mode of Shipment. Unless otherwise provided in the contract or
unless the Contracting Officer, acting under the "Changes" clause of this
contract directs otherwise in writing, all supplies or equipment to be
furnished under this contract shall be delivered to the Government F.O.B.
destination at which such supplies or equipment are to be finally inspected.
(b) F.O.B. Destination. Whenever it is provided in this contract
that supplies or equipment shall be delivered F.O.B. specified destinations,
such items shall be shipped direct by the Contractor to the specified
destinations on commercial bills of lading.
(c) Shipping Instructions. If not specified in the contract, names
of consignees of all supplies or equipment to be delivered by the Con-
tractor hereunder will be furnished to the Contractor in writing by the
Contracting Officer at a later date. Request therefor shall be made to
the Contracting Officer not later than thirty (30) days prior to the
date on which any of the articles are ready for shipment.
(d) Protective Signature. In the event any material or items which
may be concerned hereunder are, or may later become SECRET or CONFIDENTIAL
and when the size or weight of such material or items classified SECRET
or CONFIDENTIAL makes shipment
ed mail c e commer
cial
shipment should be made only by
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25X1
The material must be securely crated and banded and
25X1
prior to shipment the Contractor shall advise the Contracting Officer of
(1) the date the material will be shipped, (2) the approximate date of
arrival, and (3) the approximate weight, size, and number of cartons.
Bulk shipments of TOP SECRET material shall be made only in accordance
with specific instructions which will be furnished the Contractor by
the Contracting Officer upon notification that the material is ready
for shipment.
(e) Notice of Shipments. At the time of delivery of any shipment
of supplies to a carrier for transportation, 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 24 hours
prior to such delivery to a carrier, the Contractor shall request instruc-
tions from the Contracting Officer concerning the notice of shipment to
be given.
COQ ? L1
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ART mi 8 CBANGES:
CONE ENTJAL1
The Contracting Officer may at any time, by a written order, and with-
out 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, (ii) method of shipment or packing, (iii) place of in-
spection, delivery, or acceptance, and (iv) the amount of Government-furnished
property. If any such change causes an increase or decrease in the 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 contract
price or time of performance, or both, and (ii) 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 thirty (30) 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.
ARTICLE 9 DISPUTES:
(a) accept as otherwise provided in this contract, any dispute con-
cerning a question of fact arising under this contract which is not disposed
of by agreement shall be decided by the Contracting Officer, who shall re-
duce his decision to writing and mail or otherwise furnish a copy thereof
to the Contractor. The decision of the Contracting Officer shall be final
and conclusive unless within thirty (30) days from the date of receipt of such
copy, the Contractor mails or otherwise furnishes to the Contracting Officer
a written appeal addressed to the Director. The decision of the Director
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, the 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 decision.
(b) This "Disputes" clause does not preclude consideration of law
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 a
question of law.
ARTICLE 10 INSPECTION:
(a) All work under this contract shall be subject to inspection and
test by the Government, to the extent practicable, at all times (including
the period of performance) and places, and in any event prior to acceptance.
The Government through any authorized representative may inspect the pre-
mises of the Contractor or any subcontractor engaged in the performance of
this contract.
(b) The Government may reject any work that is defective or otherwise
not in conformity with the requirements of this contract. If the Contractor
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fails or is unable to correct. or to replace such work, the Contracting
Officer may accept such work at.a reduction in price which is equitable
under the circumstances. Failure to agree on the reduction in price shall
be a dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes.-!I
(c) If any inspection or test is made by the Government on the pre-
mises of the Contractor or a subcontractor, the Contractor shall provide,
without additional charge, all reasonable facilities and assistance for
the safety and convenience of the Govern?ent inspectors in the performance
of their duties. If the Government inspection or-test is made at a point
other than the premises of the Contractor or subcontractor,' it shall be
at the expense of the Government., All inspections and tests by the Govern-
ment shall be performed in such a manner as not unduly to delay the work.
Final inspection and acceptance'or rejection of the work shall be made as
promptly as practicable after delivery except as otherwise provided in
this contract; but failure to inspect and accept, or reject the work shall
neither relieve the Contractor from responsibility for such of the work
as is not in accordance with the contract requirements nor impose liability
on the Government therefor.
(d) The inspection and test by the Government of any work shall not
relieve the Contractor from any responsibility regarding defects. or other
faU.urea to meet the contract requirements which may be discovered prior
to acceptance. accept as otherwise provided in this contract, acceptance
shall be conclusive except as regards latent defects, fraud, or such gross
mistakes as amount to fraud.
(e) The Contractor shall provide and maintain an inspection system
acceptable to the Government covering the work hereunder. Records of all
inspection work by the Contractor shall be kept complete and available to
the Government during the performance of this contract and for such longer
period as may be specified elsewhere in this contract.
(a) The Government shall deliver to the Contractor, for use in connec-
tion with and under the terms of this contract, the property described in
the Schedule or specifications, together with such related data and infor-
mation as the Contractor may request and as may reasonably be required for
the intended use of such property (hereinafter referred to as "Government-
furnished Property"). The delivery or performance dates for the supplies
or services 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 the event that Government-
furnished Property is not delivered to the Contractor by such time or times,
the Contracting Officer shall, on timely written request made by the Con-
tractor, make a determination of the delay occasioned the Contractor thereby,
and shall equitably adjust the delivery or performance dates or the contract
price, or both, and any other contractual provision affected by such delay,
in accordance with the procedures provided for in the clause of this con-
tract entitled "Changes." In the event the 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 Government's expense or otherwise dispose
of the property, or (ii) effect repairs or modifications. Upon the com-
pletion of (i) or (ii) above, the Contracting Officer on written request
of the Contractor shall equitably adjust the delivery or performance dates
CC, I.~ + AS
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CONFiDCNITIA(,
or the contract price, or both, and any other contractual provision
affected by the rejection or dispositiou,or the repair or modification,
in accordance with the procedures provided for in the clause of this con-
tract entitled "Changes." The foregoing provisions for adjustment are
exclusive and the Government shall not be liable to suit for breach of
contract by reason of any delay in delivery of Government-furnished proper-
ty or delivery of such property in a condition not suitable for its intended
use.
of any of the following perils:
(b) By notice in writing the Contracting Officer may decrease the
property furnished or to be furnished by the Goverment under this con-
tract. In any such case, the Contracting Officer upon the written request
of the Contractor shall equitably adjust the delivery or performance dates
or the contract price, or both, and any other contractual provisions af-
fected by the decrease, in accordance with the procedures provided for
in the clause of this contract entitled "Ganges."
(e) Title to the Government-furnished Property shall remain in the
Government. Title to Government-furnished Property shall not be affected
by the incorporation or attachment thereof to any property., not owned by
the Government, nor shall such Government-furnished Property, or any'
part thereof, be or become 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 Goverment Property in
Possession of Contractors" (Appendix B, Armed Services Procurement Regu-
lation) as in effect on the date of the contract, which Manual is hereby
incorporated by reference and made a part of this contract.
(d) The Government-furnished Property shall, unless otherwise pro-
vided herein, be used only for the performance of this contract.
(e) The Contractor shall maintain and administer, in accordance
with sound industrial practice, a program for the maintenance, repair,
protection and preservation of Government-furnished Property, until
disposed of by the Contractor in accordance with this clause. In the
event that any damage occurs to Goverment-furnished Property the risk
of which has been assumed by the Government under this contract, the
Government shall replace such items or the Contractor shall make such
repair of the property as the Goverment directs; provided, however,
that if the Contractor cannot effect such repair within the time re-
quired, the Contractor shall dispose of such property in themanner
directed by the Contracting Officer. The contract price includes no
coMensation to the Contractor for the performance of any repair or
replacement for which the Government is responsible, and an equitable
adjustment will be made in the contract price for any such repair or
replacement of Goverment-furnished Property made at the direction of
the Government. Any repair or replacement for which the Contractor
is responsible under the provisions of this contract shall be acco*lished
by the Contractor at his own expense.
(f) (i) &cept for loss, destruction or damage resulting from
a failure of the Contractor due to willful misconduct or lack of good
faith of any of the Contractor's managerial personnel as defined herein,
to maintain and administer the program for the maintenance, repair,
protection and preservation of the Government-furnished Property, as
required by paragraph (e) hereof, and except as specifically provided
in the clause or clauses of this contract designated in the Schedule,
the Contractor shall not be liable for loss or destruction of or
damage to the Government-furnished Property (i) caused by any peril
while the property is in transit off the Contractor's premises, or (ii)
caused by any of the following perils while the property is on the Con-
tractor's or subcontractor's premises,, or on any other premises where
such property may properly be located, or by removal therefrom because
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ONFLDENTIA ;
(A) Fire; lightning; windstorm cyclone, tornado, hail;
explosion; riot, riot attending a strike, civil commotion; vandal-
ism and malicious mischief; sabotage; aircraft or objects falling
therefrom; vehicles running on land or tracks, excluding vehicles
owned or operated by the Contractor or any agent or employee of
the Contractor; smoke; sprinkler leakage; earthquake or volcanic
eruption; flood, meaning thereby rising of a body of water; hostile
or warlike action, including action in hindering, combating, or
defending against an actual, mending or expected attack by any
government or sovereign power (de jure or de facto), or by any
authority using military, naval, or air forces, or by an agent of
any such government, power, authority, or forces; or
(B) Other peril, of a type not listed above, if such other
peril is customarily covered by insurance (or by a reserve for
self-insurance) in accordance with the normal practice of the
Contractor, or the prevailing practice in the industry in which
the Contractor is engaged with respect to similar property in
the same general locale.
The perils as:-.set forth in (i) and (ii) above are hereinafter called
"excepted perils."
This clause shall not be construed as relieving a subcontractor from
liability for loss or destruction of or damage to the Government-furnished
Property while in his possession or control, except to the extent that the
subcontract, with the prior approval of the Contracting Officer, may pro-
vide for the relief of the subcontractor.fomr. sruch' liability. In. the
absence of such approval, the subcontract shall contain appropriate pro-
visions requiring the return of all Government-furnished 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.
The term "Contractor's managerial personnel" as used herein means
the Contractor's directors, officers and any of his managers, superin-
tendents, or other equivalent representatives who have supervision or
direct of (i) all or substantially all of the Contractor's business;
(ii) all or substantially all of the Contractor's operation at any one
plant or separate location at which the contract is being performed;
(iii) a separate and complete major industrial operation in connection
with the performance of this contract.
(ii) The Contractor represents that he is not including in the
price hereunder, and agrees that he will not hereafter include in any
price to the Government, any charge or reserve for insurance (including
self-insurance funds or reserve) covering lose or destruction of or
damage to the Government-furnished Property caused by any excepted peril.
(iii) Upon the happening of loss or destruction of or damage to
any Government-furnished Property caused by an excepted peril, the Con-
tractor shall notify the Contracting Officer, thereof, and shall co^^ruai-
cate 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 directed that no such organization be employed), shall take all rea-
sonable steps to protect the Government-furnished Property from further
damage, separate the damaged and undamaged Government-furnished Property,
put all the Government-furnished Property in the best possible order, and
furnish to the Contracting Officer a statement of: (i) the lost, destroyed
and damaged Government-furnished, Property (ii) the time and origin of the
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loss, destruction or damage, (iii) all known interests in coomingled
property of which the Government-furnished Property is a part, and
(iv) the insurance, if any, covering any part of or interest in such
coominglad property. The Contractor shall be reimbursed for the
expenditures made by it in performing its obligations under. this
subparagraph (iii) (including charges made to the Contractor by the
Loss and Salvage Organization, except any of such charges the payment
of which the Government has, at its option, aaaimed directly), to the
extent approved by the Contracting Officer and not forth in a Supple-
mental Agreement.
(iv) With the approval of the Contracting Officer after loss or
destruction of or damage to Government-furnished Property, and sub-
ject to such conditions and limitations as may be ieposed by the Con-
tracting Officer, the Contractor may, in order to minimize the loss
to the Government or in order to permit reamWtion of business or the
like, sell for the account of the Government any item of Government-
furnished Property which has been damaged beyond practicable repair,
or which is so ccumingied or combined with property of others,-in-
cluding the Contractor, that separation is impracticable.
(v) Slccept to the extent of any lose or destruction of or damage
to Goverment-furnished Property for which the Contractor is relieved
of liability under the foregoing provisions of this clause, and except
for reasonable wear and tear or depreciation, or the utilization of
the Government-furnished Property in accordance with the provisions
of this contract, the Goverment-furnished Property (other than proper-
ty permitted to be sold) shall be returned to the Government in as
good condition as when received by the Contractor in connection with
this contract, or as repaired under paragraph (e) above.
(vi) In the event the Contractor is reimbursed or coupensated
for any loss or destruction of or damage to the Government-furnished
Property, caused by an excepted peril, he shall equitably reimburse
the Government. The Contractor shall do nothing to prejudice the
Government's rights 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 the Government all reason-
able assistance and cooperation (including the prosecution of suit and
the execution of instruments of assignment in favor of the Government)
in obtaining recovery. In addition, where -a subcontractor has not been
relieved from liability for any lose or destruction of or damage to the
Government-furnished Property, the Contractor shall enforce the liability
of the subcontractor for such loss or destruction of or damage to the
Goverment-furnished Property for the benefit of the Government.
(vii) (Where applicable) In the event any. aircraft are to be
furnished under this contract, any loss or destruction of, or demmage
to, such aircraft or other Government-furnished Property occurring in
connection with operations of said aircraft will be governed by the
clause of this contract captioned "(round and Flight Risks", to the
extent such clause is, by its terms, applicable.
(g) The Government shall at all reasonable times have access to
the premises wherein any Government-furnished Property is located.
(h) Upon the coi letion of this contract, or at such earlier dates
as may be fixed by the Contracting Officer, the Contractor shall submit,
in a form acceptable to the Contracting Officer, inventory schedules,
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I ~HHDENTLAC
covering all items of Government-furnished Property not consumed in the
performance of this contract (including any resulting scrap) or not
theretofore delivered to the Government, and shall deliver or make such
other disposal of such Government-furnished. Property, as may be directed
or authorized by the Contracting Officer. The net proceeds of any such
disposal shall be credited to the contract price or shall be paid in such
other manner as the Contracting Officer may direct.
(i) Directions of the Contracting Officer and ecmaaunications of
the Contractor issued pursuant to this Clause shall be in writing.
ARTICLE 12 REPORTS OF WW,.
(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 on 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, on completion (or earlier termination) of the work, deliver any
working drawings and specifications of any prototypes as may have been
developed.
(b) If the Contractor becomes unable to complete the contract work
and make delivery at the time specified in the Schedule because of techni-
cal difficulties, notwithstanding the exercise of good faith and diligent
efforts in the performance of the work called for hereunder, it shall give
the Contracting Officer written notice of the anticipated delays with
reasons therefor. Such notice and reasons shall be delivered not less
than forty-five (145) days before the completion date specified in the
Schedule or within such time as the Contracting Officer deers sufficient.
ARTICLE 13 DEFAULT:
(a) The Government may, subject to the provisions of paragraph (b)
of this clause, by written Notice of Default to the Contractor terminate
the whole or any part of this contract in any one of the following circum-
stances:
(i)
if the Contractor fails to perform the work called for
by this contract within the time(s) specified herein or
any extension thereof; or
(ii) if the Contractor fails to perform any of the other pro-
visions of this contract, or so fails to prosecute the
work as to endanger performance of this contract in ac-
cordance with its terms, and in either of these two circum-
stances does not cure such failure within a period of 10
days (or such longer period as the Contracting Officer may
authorize in writing) after receipt of notice from the Con-
tracting Officer specifying such failure.
(b) Except with respect to defaults of subcontractors, the Contractor
shall not be liable for any excess costs if the failure to perform the con-
tract arises out of causes beyond the control and without the fault or negli-
gence of the Contractor. Such causes may include, but are not restricted to,
acts of God or of the public enemy, acts of the Goverment in either its
sovereign or contractual capacity, fixes, floods, epidemics, quarantine re-
strictions, 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
CONFIDENTIAL,
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caused by the default of a subcontractor, and if such default arises out
of causes beyond the control of both the Contractor and subcontractor, and
without the fault or negligence of either-of there, the Contractor shall
not be liable for any excess costs for failure to perform, unless the sup-
plies or service to be furnished by the subcontractor were obtainable from
other sources in sufficient time to permit the Contractor to meet the
required delivery schedule or other performance requirements.
(c) In the event the Government terminates this contract in whole
or in part as provided in paragraph (a) of this clause, the Government
may procure, upon such terms and in such manner as the Contracting Officer
may deem appropriate, work similar to the work so terminated and the Con-
tractor shall be liable to the Gvverrmeent for any excess costs for such
similar work; provided, that the Contractor shall continue the performance
of this contract to the extent not terminated under the provisions of this
clause.
(d) If this contract is terminated as provided in paragraph (a) of
this clause, the Government, in addition to any other rights provided in
this clause, may require the Contractor to transfer title and deliver to
the Government, in the manner and to the extent directed by the Contracting
Officer any of the completed or partially completed work not theretofore
delivered to, and accepted by, the Government and any other property,
including contract rights, specifically produced or specifically acquired
for the performance of such part of this contract as has been terminated;
and the Contractor shall, upon the direction of the Contracting Officer,
protect and preserve property in the possession of the Contractor in
which the Goverment has an interest. The Goverment shall pay to the
Contractor the contract price, if separately stated, for completed work
accepted by the Government and the amount agreed upon by the Contractor
and the Contracting Officer for (i) completed work for which no separate
price is stated, (ii) partially completed work, (iii) other property
described above which is accepted by the Government and, (iv) the pro-
tection and preservation of property. Failure to agree shall be a
dispute concerning a question of fact within the meaning of the clause
of this contract entitled "Disputes."
(e) If, after notice of termination of this contract under the
provisions of paragraph (a) of this clause it is determined that the
failure to perform this contract or to prosecute the work so as to
endanger performance of the contract is due to causes beyond the control
and without the fault or negligence of the Contractor pursuant to the
provisions of paragraph (b) of this clause, such Notice of Default shall
be deemed to have been issued pursuant to the clause of this contract
entitled "Termination for Convenience of the Government", and the rights
and obligations of the parties hereto shall in such event be governed by
such clause.
(f) The rights and remedies of the Government provided in this
clause shall not be exclusive and are in addition to any other rights
and remedies provided by law or under this contract.
ARTICLE li+ TEi iATICiN FOR CONVEIQIENCE OF THE GOVERmiT:
(a) The performance of work under this contract may be terminated
by the Goverment in accordance with this clause in whole, or from time
to time in part, whenever the Contracting Officer shall determine that
such termination is in the best interests of the Government. Any such
termination shall be effected by delivery to the Contractor of a Notice
of Termination specifying the extent to which performance of work under
the contract is terminated, and the date upon which such termination
becomes effective.
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(b) After receipt of a Notice of Termination, and except as other-
wise directed by the Contracting Officer, the Contractor shall:
(i)
(ii
stop work under the contract on the date and to the extent
specified in the Notice of Termination;
place no further orders or subcontracts for materials, ser-
vices or facilities, except as may be necessary for completion
of such portion of the work under the contract as is not ter-
minated;
(iii) terminate all orders and subcontracts to the extent that
they relate to the performance of work terminated by the
Notice of Termination;
(iv) 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
and subcontracts so terminated, in which case the Government
shall have the right, in its discretion, to settle or pay
any or all claims arising out of the termination of such
orders and subcontracts;
(v)
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 he may require, which approval or ratification
shall be final for all the purposes of this clause;
(vi) transfer title and deliver to the Government, in the manner,
at the times, and to the extent, if any, directed by the
Contracting Officer, (A) the fabricated or unfabricated
parts, work in process, completed work, supplies, and other
material produced as a part of, or acquired in connection
with the performance of, the work terminated by the Notice
of Termination, and (B) the completed or partially completed
plans, drawings, information, and other property which, if
the contract had been completed.. would have been required
to be furnished to the Government;
(vii) use his best efforts to sell, in the manner, at the times,
to the extent, and at the price or prices directed or author-
ized by the Contracting Officer, any property of the.types
referred to in (vi) above; provided, however, that the Con-
tractor (A) shall not be required to extend credit to any
purchaser, and (B) may acquire any such property under the
conditions prescribed by and at a price or prices approved
by the Contracting Officer; and 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 contract or shalt 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 pos-
session of the Contractor and in which the Government has or
may acquire an interest.
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At any time after expiration of the plant clearance period, as defined
in Section VIII, Armed Services Procurement Regulation, as it may be
emended 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 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 termination claims in the form and
with certification prescribed by the Contracting Officer, Such claim
shall be submitted prcMt],y: 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 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 anytime 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 con-
tract, determine,, on the basis of information available to him, the amount,
if any, due to the Contractor by reason of the termination and shall there-
upon pay to the Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), and 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, 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, which amount or amounts may include a reasonable allowance for
profit on work done; provided that such agreed amount or amounts, exclusive
of settlement costs, shall not exceed the total contract price as reduced
by the amount of payments otherwise made and as further reduced by the
contract price of work not'terminated. The contract sha11 be amended ac-
cordingly, and the Contractor shall be paid the agreed amount. Nothing
in paragraph (e) of this clause, prescribing the amount to be paid to the
Contractor in the event of failure of the Contractor and the Contracting
Officer to agree upon the whole amount to be paid to the Contractor by
reason of the termination of work pursuant to this clause, shall be domed
to limit, restrict, or otherwise determine or affect the amount or amounts
which may be agreed upon to be paid to the Contractor pursuant to this
paragraph (d).
(e) In the event of the failure of the Contractor and the Contracting
Officer to agree as provided in paragraph (d) upon the whole amount to be
paid to the Contractor by reason of 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 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
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Contractor by reason of the termination and shall pay to the Contractor
the amounts determined as follows:
(i) for completed supplies accepted by the Government (or
sold or acquired as provided in paragraph (b) (vii) above)
and not theretofore paid for, a suss equivalent to the
aggregate price for such supplies computed in accordance
with the price or prices specified in the contract,
appropriately adjusted for any saving of freight or
other charges;
(ii) the total of--
(A) the costs incurred in the performance of the work
terminated, including initial costs and preparatory
expense allocable thereto, but exclusive of any costs
attributable to supplies paid or to be paid for under
paragraph (e)(i) hereof;
(B) the cost of settling and paying 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 (exclusive of amounts paid or payable on
account of supplies or materials delivered or services
furnished by subcontractors or vendors prior to the
effective date of the Notice of Termination, which
amounts shall be included in the costs payable under
(A) above; and
(C) a sum, as a profit, equal to 2 percent of that part
of the amount determined under (A) above which represents
the cost of articles and materials not processed by the
Contractor, plus a sum equal to 8 percent of the re-
mainder of such amount, but the aggregate of such sums
shall not exceed 6 percent of the whole of the amount
determined under (A) above, which amount for the purpose
of this subdivision (C) shall exclude any charges for
interest on borrowings, provided, however, that if it
appears that the Contractor would have sustained a loss
on the entire contract had it been caupleted, no profit
shall be included or allowed under this subdivision (C)
and an appropriate adjustment shall be made reducing
the amount of the settlement to reflect the indicated
rate of loss; and
(iii) the reasonable costs of settlement,, including accounting,
legal, clerical, and other expenses reasonably necessary
for the preparation of settlement claims and supporting
data with respect to the terminated portion of the contract
and for the termination and settlement of subcontracts
thereunder, together with reasonable storage, transportation,
and other costs incurred in connection with the protection
or disposition of property allocable to this contract.
The total sum to be paid to the Contractor under (i) and (ii) of this
paragraph (e) shall not exceed the total contract price as reduced by
the amount of payments otherwise made and as further reduced by the con-
tract price of work not terminated, accept for normal spoilage,. and
except to the extent that the Government shall have otherwise expressly
assumed the risk of loss, there shall be excluded from the amounts payable
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to the Contractor as provided in (e) (i) and (ii) (A) above, in fair value,
as determined by the Contracting Officer, of property which is destroyed,
lost, stolen, or damaged so as to become undeliverable to the Government,
or to a buyer pursuant to paragraph (b) (vii).
(f) Any determination of costs under paragraph (c) or (a) hereof
shall be governed by the principles for consideration of costs set forth
in 8-302 of the Armed Services Procurement Regulation, as in effect on
the date of this contract.
(g) The Contractor shall have the ri&t of appeal, under the clause
of this contract entitled "Disputes," from any determination made by the
Contracting Officer under paragraphs (c) or (a) above, except that if the
Contractor has failed to submit his claim within the time provided in
paragraph (c) above and has failed to request mtension of such time, he
shall have no such right of appeal. In any case,where the Contracts
Officer has made a determination of the amount duo under paragraph (c)
or (e) above, the Government shall pay to the Contractor the following:.
(i) if there is no right of appeal hereunder or if no timely appeal
has been taken, the amount so determined by the Contracting Officer, or
(ii) if an appeal has been taken, the amount finally determined on such
appeal.
(h) In arriving at the amount due the Contractor under this clause
there shall be deducted (i) all unliquidated advance or other payments
on account theretofore made to the Contractor, applicable to the ter-
minated 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 Goverment.
(i) If'the termination hereunder be partial, prior to the settle-
ment of the terminated portion of this contract, the Contractor may file
with the Contracting Officer a request in writing for an equitable adjust-
ment of the price or prices specified in the contract relating to the
continued portion of the contract (the portion not terminated by the Notice
of Termination), and such equitable adjustment as may be agreed upon shall
be made in such price or prices.
(j) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and payments on
account against costs incurred by the Contractor in connection with the
terminated portion of this contract whenever in the opinion of the Con-
tracting 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 agreed or determined
to be due under this clause, such excess shall be payable by the Con-
tractor to the Government upon demand, together with interest conputed
at the rate of 6 percent per anuwn, 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 inventory until ten days after the date of
such retention or disposition, or such later date as determined by the
Contracting Officer by reason of the circumstances.
(k) Unless otherwise provided for in this contract, or by applicable
statute, the Contractor, from the effective date of termination and for
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a period of three years after final settlement under this contract, shall
preserve and make available to the Goverment at all reasonable times
at the Office of the Contractor but without direct charge to the Govern-
ment, all his books, records, doenents, and other evidence bearing on
the costs and expenses of the Contractor under this contract and relating
to the work terminated hereunder, or, to the extent approved by the Con-
tracting Officer, photographs, micro-photographs, or other authentic
reproductions thereof.
ARTICLE 15 A~JT'S ON AND CONSENT:
The Government hereby gives its authorization and consent for all
use and manufacture of any patented invention in the performance of this
contract or any part hereof or any amendment hereto or any subcontract
hereunder (including any lover-tier subcontract).
ARTICLE 16 NOTICE AND ASSISTANCE REGARDING PATENT Il~'RINGRIM:
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 and in reasonable written detail, each notice or claim of
patent infringement based on the performance of this contract of which
the Contractor has knowledge.
(b) In the event of any suit against the Government, or any claim
against the Government made before suit has been instituted, on account
of any alleged patent infringement arising out of the performance of this
contract or out of the use of any supplies furnished or work or services
performed hereunder, the Contractor shall furnish to the Government, upon
request, all evidence and information in possession of the Contractor
pertaining 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 Goverment against the
claim being asserted.
ARTICLE 17 PATENT RIOTS:
(a) As used in this clause, the following terms shall have the
meanings set forth below:
(i) The terms "Subject Invention" means any invention, improve-
ment, or discovery (whether or not patentable) 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 "Subject Invention" shall not include any in-
vention 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 sub-
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contractor whose respons 66 I 1&'" ith respect to rights accruing
to the Government in inventions arising under subcontracts are set
forth in (g), (h), and (i) below) who, by reason of the nature of
his duties in connection with the performance 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, nontransferable, 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 dispostion according to law, of any article
Or. material, and in the use of any method. Such license includes 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 Mutual Security Program of the Government or otherwise through
the Goverment. No license granted herein shall convey any right to the
Government to manufacture, have manufactured, or use any Subject Invention
for the purpose of providing services or supplies to the general public in
ecepetition with the Contractor or the Contractor's coonereial licensees. in
the licensed fields.
(b) (2) With respect to:
(i any Subject Invention made by other than Technical Personnel;
(ii) any Subject Invention conceived prior to, but first actually
reduced to practice in the course of, any of the experimental, develop-
mental or research work specified in (a) (i) above; and
(iii) the practice of any Subject Invention in foreign countries;
the obligation of the Contractor to grant a license as rovided in
b) (i) above, to convey title as provided in (d) (ii) p(B) or (d)
(iv) below, and to convey foreign rights as provided in (a) 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
c ensation 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.
(a) The Contractor shall furnish to the Contracting Officer the fol-
lowing information and reports concerning Subject Inventions which reason-
ably appear to be patentable:
(i) a written disclosure pre tly 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 cal ainina 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
(iii) prior to final settlement of this contract, a final report
listing all such Inventions including all those previously listed in
interim reports.
(i)
(d) In connection with each Subject Invention referred to in (c)
above, the Contractor shall do the following:
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(i) if the Contractor specifies that a United States patent
application claiming such Invention will be filed, the Contractor
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 Con-
tracting Officer at the earliest 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 contem-
plated publication by the Contractor, stating the date and
identity of such publication or contei lated 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 (a) below, and subject
further to the reservation of a non-exclusive and royalty-free
license to the Contractor (and to its existing and future
associated and affiliated companies, if any, within the corpo-
rate structure of which the Contractor is a part) which license
shall be assignable to the successor of that part of the Con-
tractor's business to which such Invention pertains;
(iii) the Contractor shall furnish prampt]y 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 Govern-
ment deriving rights from the Contractor, elects not to continue prose-
cution of any such United States patent application filed by or on
behalf of the Contractor, the Contractor shell so notify the Contract-
ing Officer not lass 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 Goverment 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
(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.
(a) The Contractor, or those other than the Government deriving rights
from the Contractor, shall, as between the parties hereto, have the exclusive
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right to file applications on Subject Inventions in each foreign country
within:
(i) nine months from the date a corresponding United States appli-
cation is filed;
(ii) six months from date date permission is granted to file foreign
applications where such filing bad 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 in-
terest 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 non-exclusive 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) (ii) above, or fails to furnish the
written disclosures for all Subject Inventions required by (c) (i) above
shown to be due in accordance with any interim report delivered under
(c) (ii) or otherwise known to be unreported, there shall be withheld
from payment until the Contractor shall have corrected such failures
either ten percent (10%) 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 percent (80%) of the account of this contract,
as from time to time ascended, payment shall be withheld until a reserve
of either ten percent (lo%) 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 find 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 maximtm amount which wav be withheld under this paragraph (r) shall
not exceed ten percent (103of 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 (r) is being
withheld under other provisions of this contract. The withholding of any
amount or subsequent peyrmment thereof to the Contractor shall not be construed
as a waiver of any rights accruing to the Governseent under this contract.
This paragraph (f) shall not be construed as requiring the Contractor to
withhold any amounts from a subcontractor to enforce casWliance with the
patent provisions of a subcontract.
(g) The Contractor shall exert all reasonable effort in negotiating
for the inclusion of a patent rights clause containing all the provisions
of this Patent Ri ita clause except provisions (f) and (i) in any sub-
contract hereunder of three thousand dollars ($3,000) or more having
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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 shall not proceed with the subcontract without written
authorization of the Contracting Officer'or unless there has been a waiver
of the requirement as hereinafter provided. The Contractor, if unable to
comgly with the requirement that such a patent rights clause be included in
a subcontract after exerting all reasonable effort to do so, may submit
to the Contracting Officer a written request for waiver or modification of
such requirement. If, within thirty-five (35) days after the receipt of
such request, the Contracting Officer does not mail or otherwise furnish
the Contractor written denial of such request or notification that the
Goverment requests the Contractor's cooperation with the Government, which
the Contractor agrees to provide, in negotiating with the subcontractor
for the acceptance of a suitable patent rights clause, the requirements
shall be deemed to have been waived-: by .the Ocntracting Officer as to all
patent rights provisions with respect to Subject Inventions, except such
provisions, if any, relating to the production or utilization of special
nuclear material or atomic energy. Such request shall specifically state
that the Contractor has used all reasonable effort to comply with said
requirement and shall cite the waiver provision hereinabove set forth. The
Contractor is not required, when negotiating with a subcontractor, to obtain
in behalf of the Goverment any rights in Subject Inventions other than as
provided herein. However, the Contractor is not precluded from separately
negotiating with a subcontractor for rights in Subject Inventions for the
Contractor's own behalf, but any costs so incurred shall not be considered
as an allowable charge or cost under this contract. 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 ruts clauses; furnish the Contracting Officer a copy of each 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 Goverment in Subject Inventions, the Goverment is a third party bene-
ficiary; and the Contractor hereby assigns to the Goverment all the rights
that the Contractor would have to enforce the subcontractor's obligations for
the benefit of the Goverment 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.
(i) When the Contractor shows that he has been delayed in the per-
formance of this contract by reason of the Contractor's inability to obtain,
in accordance with the requirements of (g) above, the prescribed or other
authorized suitable patent ruts clause from a qualified subcontractor for
any item or service required under this contract for which the Contractor
himself does not have available facilities or qualified personnel, the Con-
tractor''.s delivery dates shall be extended for a period of time equal to the
duration of such delay. Upon request of the Contractor, the Contracting
Officer shall determine to what extent, if any, an additional extension of
the delivery dates and increase in contract prices based upon additional
costs incurred by such delay are proper under the circumstances; and the con-
tract shall be modified accordingly.
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(j) she Contractor recognize$ that the Ovver:aaent, or a foreign
Govertment with funds derived through the Wool Security Program or
otherwise thro sh the United States Gove nmeaht, may contract for property
or services with respect to which the vendor airy be liable to the Contra:' ar
for royalties for the use of a Subject Invention on account of such a
contract. The Contractor farther reoogthise. that it is ' the policy of the
Ooveriaent not to pay in connection with its contracts, or to allow to be
paid in connection with cam made with fads derived through the
llotual Security Program or at wise t irmx& the United States Government,,
charges for use of patents in which the ( rern t holds a royalty-free
license. In recognition of this policy, the Contractor agrees to parti-
cipate in and made appropriate arrangrasnts for the occlusion of such
charges from such contracts or for the refund of aaeaunts received by the
Contractor with respect to any such charges not so excluded.
ARTICLE 18 FILING or PA=T APPLICATZCAS:
(a) Before filing or causing to be filed a patent application
disclosing any subject matter of this contract, which subject matter is
classified "OEM=" or higher, the Contractor shall, citing the thirty
(30) day provision below, transmit the proposed application to the Con-
tracting Officer for determination whether, for reasons of national
security, such application should be plawd under an order of searegc.
or sealed in accordance with the provisions of 35 U. S. Code 181-188 or
the issuance of a patent should be otherwise delayed under pertinent
statutes or regulations; and the Contractor shall observe any instruc-
tions 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 appli-
cation. If the Contracting Officer shall not have given any such instruc-
tions within thirty (30) days from the date of mailing or other transmittal
of the proposed application, the Contractor may file the application.
(b) The Contractor shall furnish to the Contracting Officer, at the
time of or prior to the time when the Contractor files or causes to be
filed a patent application disclosing any subject matter of this contract,
which subject matter is classified "C(1gFIM112 L, " a copy of such ap-
plication for determination whether, for reasons of national security,
such application should be placed under an order of secrecy or the issu-
ance of a patent should otherwise be 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.
ARTICLE 19 J DATA:
(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 copy-
righted) which are specified to be delivered under this contract. The
term does not include financial reports, cost analyses, and other infor-
mation incidental to contract administration.
(b) The Contractor agrees to and does hereby grant to the Govern-
ment, and to its officers, agents, and eVloyees acting within the scope
of their official duties, a royalty-free, nonexclusive and irrevocable
license throughout the world for Goverment purposes to publish, trans-
late, reproduce, deliver, perform., dispose of, and to authorize. others
so to do, all Subject Data now or hereafter covered by' copyrig'(ht; pro-
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vided, that with respect to the Subject Data now or hereafter covered
by copyright and not originated in the performance of this contract,
such license shall be only to the extent that the Contractor, his
employees, or any individual or concern specifically employed or as-
signed by the Contractor to originate and prepare such Data under this
contract, now has, or prior to completion or final settlement of this
contract may acquire, the right to grant such license without becoming
liable to pay compensation to others solely because of such grant.
(c) The Contractor shall exert all reasonable effort to advise
the Contracting Officer, at the time of delivery of the Subject Data
furnished under this eontraet, (i) of all invasions of the right of
privacy contained therein and (ii) of all portions of such Data copied
from work not composed or produced in the performance of this contract
and not licensed under this clause.
(d) The Contractor shall report to the Contracting Officer promptly
and in reasonable written detail, each notice or claim of copyright in-
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 construed as affecting the scope of
any license or other right otherwise granted to the Government under
any patent.
(f) Subject to the proviso of (b) above and unless otherwise
limited below, the Government may dhlicate, use, and disclose in any
manner and for any purpose whatsoever, and have other so do, all Sub-
ject 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 Con-
tractor 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 Goverment.,
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 in-
spection and acceptance, the Goverment 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
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performance specifications, when necessary) sufficient to enable
the Government to procure the part or an adegtiate 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, incly' 'UI miner' modifications thereof, which are
incorporated as cc.ponent parts in or to be used with the product or
process being developed, it in lieu thereof the shall identify
such other items and that "proprietary data" pertaining thereto which is
necessary to enable reproduction or ace of the itm or my Raj"
of the process. F'or the pu 'pose of this clause proprietary data" mesas
data providing infa~cmatiea cons ruing tie 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 informa-
tion is not disclosed by inspection or analysis of the product itself and
to the extent that the Contractor has protected such iafoamation trout
unrestricted. use by others.
AR21CZX 20 IN PEAR OP MUM:
In the event the Contractor, prior to cae~letion of the work here-
under and whether or not in connection with the pertos'aawce of such work,
develops:
(i) any Improvement in the design of the articles called for
by this contract, which is not incorporated in the articles to be
delivered; or
(ii) any alternative or iMroved method of accomplishing the
objectives of this contract, which is not employed in the performance
hereof;
the Contractor, unless otherwise required to report or disclose any such
improvement or alternative or improved method to the Contracting Officer
under any other clause of the contract, shall promptly give notice in
writing to the Contracting Officer as to any such imparovement or method.
Such notice shall include a general description sufficient to show the
relationship thereof to work under the contract and. a statement giving
the Contractor's best appraisal as to the prospective effect or influence
which such iuproveaent or method would have on the work required under
this contract if such Improvement or method were incorporated as a re-
quirement thereunder.
In connection with the performance of work under this contract, the
Contractor agrees not to employ any person mudergoing sentence of imprison-
ment at hard labor.
If this contract is for the manufacture or furnishing of materials,
supplies, articles, or equtpeeemt in on amount which exceeds or may exceed
$10,000 and is otherwise subject to the Walsh-Healey Public Contracts Act,
ss amended (41 U. S. Code 35-li5), there are hereby incorporated by reference
all representations and stipulations required by said Act and regulations
issued thereunder by the Secretary of labor., such representations and
stipulations being subject to all applicable rulings and interpretations
of the Secretary of Labor which are now or may hereafter be in effect.
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ARTICLE 23 FIGHT HOUR LAW OF 1912--OVERTIME CWEKSATION:
This contract, to the extent that it is of a character specified in
the EYght Hour Law of 1912 as amended (40 U. S. Code 324-326) and, is not
covered by the Walsh-Healey Public Contracts, Act (41 U. S. Code 35-15),
is subject to the following provisions and exceptions of said Tight Hour
Law of 1912, as amended, and to all other provisions and exceptions of
said Law.
No laborer or mechanic doing any part of. the work contemplated by
this contract, in the employ of the Contractor or any subcontractor con
treating for any part of the said work contemplated, shall be required
or permitted to. work more than eight hours in any one calendar day upon.
such work, except uponthe condition that ccopensation is paid to such
laborer or mechanic in accordance with the provisions of this clause.
The wages of every laborer and mechania employed by the Contractor. or
any subcontractor engaged in the performance of this contract shall.: be
computed on a basic day rate of eight hours per day; and work in excess
of .it hours per day is permitted only upon ,the condition that every
such laborer and mechanic shall be compensated for all hours worked in
excess of .it hours per day at not less than one and one-half times
the basic rate of pay. For each violation of the requirements of this
clause a penalty of five dollars. shall be imposed for each laborer or
mechanic for every calendar day in which such employee is required or
permitted to labor more than eight hours upon said work without receiving
compensation computed in accordance with this clause, and all penalties
thus imposed shall be withheld for the use and benefit of the Government.
ARTICLE 24 NOENDISCRIMIftA1IDN IN BQ'LC IT:
(a) In connection with the performance of work under this--contract,
the Contractor agrees not to discriminate against any employee or appli-
cant.for employment because of race, religion, color, or national origin.
The aforesaid provision shall include, but not be limited to, the following:
employment, upgrading, demotion.or transfer; recruitment or recruitment
advertising; lay-off or termination; rates of pay or other forms of compen-
sation; and selection for training, including apprenticeship. The con-
tractor agrees to post hereafter in conspicuous places, available for
employees and applicants for employment, notices to be provided by the
Contracting Officer setting forth the provisions of the nondiscrimination
clause.
~(b) The Contractor further agrees to insert the foregoing provision
in all subcontracts hereunder, except subcontracts for standard commercial
supplies or raw materials.
ARTICLE 25 UTILIZATION OF CONCERNS IN LABOR? SURPWS AREAS:
It is the policy of the Government to place supply contracts with
suppliers who will perform such contracts substantially in areas of per-
sistent 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 the clause of this contract
entitled "Utilization of 3aa31 Business Concerns," the Contractor in
placing his. subcontracts shall observe the following order of preference:
(i) persistent labor surplus area concerns which are also small business
concerns; (ii) other persistent labor surplus area concerns; (iii) sub-
stantial labor surplus area concerns which are also small business
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coaceraa; (iv) other substantial, labor surplus area cozcerss; and (v)
small bnsiaess concerns which we not labor surplus area concerns.
ARTIW.I 26 ACTICE TO T8s OEy-~ 11'T OF LAM DI :
(a) Whenever the Contractor has knowledge that any actual or
potential labor dispute is delaying or threatens to delay the timely
pertaa*ance of, this contract, the Contractor shall Immediately give notice
thereof, including all relevant iafomad ion with respect thereto, to
the Oomtractiag Officer.
(b) The Contractor agrees to insert the substance of this clause,
inaludtag this paragraph (b), is say subcontract hereunder as to which
a labor dispute my delay the tinalrj pa-toxaanca of this contract, except
that each such subcoatraat shall provide that in the event its tisely
performance is delayed or tin~eatetrt by delay by amyP ae ]. or pv bl.
labor dispute, the subcontraetc shall intnstiate1y modify its mart hi*e
tier subcontractor, or he primp c tactror, as alma case say be, of all
relevant informtion with respects to such dispue.
ARTI1 27 UITILI7ATICI or SMALL 19811088 C St
(a) It is the policy of the Oarormmeat as declared by the Congress
that a fair proportion of Use peraiMses and osstraats for syplies cad
saaricss for the aaretnMat be placed with =all bessaess concerns.
(b) The Contractor apses to accasgplish the mauiaar^t Smart of
subowetracting to small business conesrss that the Contractor finds to
be consistent with the efficie wt peorfoaraases of this contract.
ARTICQ.B 26 PRIDRti'IES, Aii~lOA'Ata(S AND A l,'8:
On Contractor agrees, is the procuranen k and use of materials re-
quired for the perfaiumm of this contract, to comply with the pr visions
of all applicable rules am replatioms of the Aasinees and Defense Ser-
viees ~iaistration, inc].u6ing Defense Materials BPstet regulations.
AM= 29 Rest MMICAA AM
(a) In aegniring end prod ats, the MW llamorican Act (41 V. S. Code
los-a)) ,a vides that the Aove#nmst give preference to dasestic source
end products. For the purpose of this clauses
(i) "co^ponssts" means those article, aateriali, and supplies
which we directly ii coaporvted in the and produatsj
(ii) "ead products" means these articles, materials, and syplies
::which are to be acquired under dais contract for public vsej and
(iii) a "domestic source and product" aeams (A) an m Mmnfactvred
and product which has been aimed or produced in the United States and
(i) an end product smmomtaerbmured ix- the United States if the cost of
the sosq:onents thaeef which we aimed,, predamed, or aeu vfactvred in
the idnited States or Ada exeseds 50 percent of the cost of all its
aasg crosa'ts. For the pv osas at this (a) (iii) (B), ecspoanents of
forei origin at the ssame iprpe or baud as he products referred to
in (b~(ii) or (is) of lids clanm .U ass treated as co.pom mts
trained, preduneg,, or asaett= vred is the United States.
(b) The Contractor agrss that there will be delivered under this,
contract only damsst ie soere:e and paroduucts, ' snoapt and products t
24
CONS t PU
INTIAL
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(i) which are for use outside the United States;
(ii) which the Government determines are not mined, produced,
or manufactured in the United States in sufficient and reasonably
available commercial quantities and of a satisfactory quality;
(iii) as to which the Director determines the domestic preference
to be inconsistent with the public interest; or
(iv) as to which the Director determines the cost to the
Goverment to be unreasonable.
(The foregoing requiremtents are administered in accordance with
Ececutive Order No. 10582, dated December 17, 1954.)
ARTICLE 30 ASSI(1RM Z T OF CLAIM:
No assignment may be made under this contract, and the Assign-
ment of Claims Act of 1940 as amended (31 U. S. Code 203, 41 U. S.
Code 15) shall not be invoked by the Contractor.
ARTICLE 31 OFFICIALS NOT TO BENEFIT:
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 therefvsm; but this provision shall not be
construed to extend to this contract if made with a corporation for
its general benefit.
ARTICLE 32 COVF:MM AGAINST CONTINGENT FEES:
The Contractor warrants that no person or selling agency has been
eaVloyed or retained to solicit or secure this contract upon an agree-
ment or understanding for a omission, percentage, brokerage, or contin-
gent fee, excepting bona fide emlployees or bona fide established conk
mercial 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 com?ission, percentage,
brokerage or contingent fee.
ARTICLE 33 GRATUITIES:
(a) The Government may, by written notice to the Contractor, ter-
minate the right of the Contractor to proceed under this contract if it
is found, after notice and hearing, by the Director or his duly author-
ized representative, 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 Govern-
ment with a view toward securing a contract or securing favorable treat-
ment 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 the facts upon which the Director or his duly
authorized representative makes such findings shall be in issue and,..may
be reviewed in any competent court.
(b) In the event this contract is terminated as provided in para-
graph (a) hereof, the Government shall be entitled (i) to pursue the
same remedies against the Contractor as it could pursue in the event
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of a breach of the contract by the Contractor, and (ii) as s penalty
in addition to any other damages to which it may be entitled by l ar,
to exemplary damages in an amount (as deteruined by the Director or
his duly authorized representative) which sal be not less than three
nor acre than ten tines the costs incurred by the Contractor in pro-
viding any such gratuities to any such officer or employee.
(c) 2he rights and remedies of the Government provided in this
clause shall not be exclusive and are in addition to any other rights
and remedies provided by law or Hader this contract:.
ARTICLE 34 FEMIAL, SATE, MD LOCAL TAX :
(a) As used thrc-u&iort this clause, the terra "contract date" aeons
the date of this contract. As to additional supplies or services procured
by modification to this contract, the terra "contract date" means the date
of such codification.
(b) Except as may be otherwise provided in this contract, the con-
tract, price includes, to the extent allocable to this contract, all Federal,
State, and local taxes which, on the contract date:
(i) by Constitution, statute, or ordinance, are applicable to
this contract, or to the transactions covered by this contract, or
to property or interests in property; or
(ii) pursuant to written sling or regulation, the authority
charged with adainistoring any such tax is assessing or applying to,
and is not granting or honoring an exemption for, a contractor under
this kind of contract, or the transactions covered by this contract,
or property or interests in property.
(c) Except as may be otherwise provided in this contract, duties in
effect on the contract date are included in the contract price, to the
extent allocable to this contract.
(d) (1) If the Contractor is required to pay or bear the burden-
(1) of any tax or duty which either was not to be included in the
contract price pursuant to the requirements of paragraphs (b)
and (c), or of a tax or duty specifically excluded frog the
contract price by a provision of this contract; or
(ii) of an increase in rate of any tax or duty,, whether or not
such tax or duty was excluded front the contract price; or
(iii) of any interest or penalty on any tax or duty referred to in
(i) or (ii) above; the contract price shall be increased by
the amount of such tam, duty, interest, or penalty allocable
to this contract; provided, that the Contractor warrants in
writing that no amount of such teat, duty, or rate increase
was included in the contract price as a contingency reserve
or otherwise; and provided further, that liability for such
teat, duty, rate increase, interest, or penalty was not
inured throw the fault or negligesee of the Contractor
or his failure to fbllft instructions of the Contracting
Officer.
(2) If the Contractor is not required to pay or bear the btirden,
or obtains a refund or drawback, in whole or in part, of any tax, duty,
interest, or penalty which:
(i) was to be included in the contract price pursuant to the
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requirements of paragraphs (b) and (c);
(ii) was included in the contract price; or
(iii) was the basis of an increase in the contract price; the
contract price shall be decreased by the amount of such
relief, refund., or drawback allocable to this contract, or
the allocable amount of such relief, refund., or drawback
shall be paid to the Goverment,, as directed by the
Contracting Officer. The contract price also shall be
similarly decreased if the Contractor, through his fault or
negligence_= his failure to follow instructions of the
Contracting Officer., is required to pay or bear the burden,
or does not obtain a refund or drawback of any such tax,
duty, interest, or penalty. Interest paid or credited
to the Contractor incident to a refund of taxes shall inure
to the benefit of the Government to the extent that such
interest was earned after the Contractor was paid or reim-
bursed by the Government for such taxes.
(3) Invoices or vouchers covering any adjustment of the
contract price pursuant to this paragraph (d) shall set forth the
amount thereof~as a separate item and shall identify the particular
tax or duty involved.
(~+) This paragraph (d) shall not be applicable to social
security taxes; income and franchise taxes, other than those levied
on or measured by (i) sales or receipts frc* sales, or (ii) the
Contractor's possession of, interest in, or use of property, title
to which is in the Government; excess profits taxes; capital stock
taxes; unemployment compensation taxes; or property taxes, other
than such property taxes, allocable to this contract, as are
assessed either on completed supplies covered by this contract, or on
the Contractor's possession of, interest in, or use of property, title
to which is in the Government.
(5) No adjustment of less than $100 is required to be made
in the contract price pursuant to this paragraph (d).
(e) Unless there does not exist any reasonable basis to sustain
an exemption, the Government upon request of the Contractor, without further
liability, agrees, except as otherwise provided in this contract, to furnish
evidence appropriate to establish exemption from any tax which the Con-
tractor warrants in writing was excluded from the contract price. In
addition, the Contracting 0ffic%m. may furnish evidence appropriate to
establish exemption from any tax that may, pursuant to this clause, give
rise to either an increase or decrease in the contract price. bccept as
otherwise provided in this contract, evidence appropriate to establish
exaction from duties will be furnished only at the discretion of the
Contracting Officer.
(f) (1) The Contractor shall promptly notify the Contracting Officer
of all matters pertaining to Federal, State, and local taxes, and
duties, that reasonably may be expected to result in either an increase
or decrease in the contract price.
(2) Whenever an increase or decrease in the contract price may
be required under this clause, the Contractor shall take action as
27
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 Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6
-r~rOrFA
as directed by the t~oontraetiag Officer, and the contract price shall
be equitably adjusted to corer the,costs of such action, including
any interest, penalty, and reasonable attorneys' few.
ART L 35 PACMG AND CHARM:
The prices herein include all charges for packing and processing
in accordance with the provisions of this cohrtract.
ARTI= 36 st MATICl(3:
The following alterations have been made in the provisions of this
~\iN ftb`Lu
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 Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6
SCHEDULE
ONF1DE
T
R
o"r
W
rC
J V
Jo9.
cH
gu
ORFI
A
'
7
A
The supplies or services to be furnished, the specifications, the discounts, the time and place of delivery, and any other special tee=s
and conditions applicable to the Contract, Invitation for Bids; or Request for Proposals (as applicable) we set forth below.
REQUISITION NO. OR OTHER PURCHASE AUTHORITY
61
8
1
CONTRACT/TASK ORDER/INVITATION/REQUEST NO.(ae applicable)
68
-
597
Contract No.
0
SHIP TO (consignee anddestimt/on)
MAIL INVOICES TO
25
Issuing Office.
PERFORMANCE PERIOD/DELIVERY SCHEDULE
The delivery shall be on or before 15 April 1961.
DELIVERY F.O.B.
INSPEO-'YON
Destination.
See Below.
FOLLOWING DISCOUNTS WILL BE ALLOWED BY CONTRACTOR, BIDDER OR OFFEROR
FOR PROMPT PAYMENT
10 CALENDAR DAYS PERCENT 20 CALENDAR DAYS PERCENT 30 CALENDAR DAYS
PERCENT
ITEM
NO.
SUPPLIES OR SERVICES
QUANTITY
(Number
of
UNIT
UNIT
PRICE
AMOUNT
Unite)
The Contractor shall fabricate and deliver
the following spare parts items for the pulse
camera prototype developed under Task Order
No. 3, Contract No. RD-133:
1.
RKposure Control Amplifiers
2
ea.
960.00
1 ,920.00
2.
Assorted Nicrosxitcies
10
ea.
3.85
38.50
3.
Drive Motor
1
ea.
224.00
224.00
4.
law Light Level Cctout
1
ea.
827.00
827.00
5.
Data Les
10
ea.
0.50
5.00
6.
Special Nylon Drive Gears
2
ea.
20.00
40.00
7.
Magazine Drive Belts for 1000 ft. magazine
2
ea.
10.00
20.00
8.
Magazine Drive Belts for 400 ft. magazine
2
ea.
10.00
20.00
9.
Miscellaneous Hardware
LOT
NIC
TOTAL
3,094.50
CONTRACTOR. NAME OF
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
FORM 1412
3.as
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 Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6
($ENEDULE)
OMNI -2
NO.
mated mss 680
CONFIDENTIAL
TV 141P 3=()B:
Inspection dtariag the sourse of the oaa:aaes of the work hereunder .
shall be side by technical representative err Osa`traotiad QCfios.
In any event, final inspection and saeasptsee shah]' be at dastiaatioa.
PACMG MB PACKAMG:
Packing and Pa .ag shall be in accordance. with standard oomeraa al.
practice for do~aestia shi `~ as set forth is the tr for lr"t Qassifi-
cation for commercial pm t&W L to assure arrival at destination in serviesable
condition. btcrior of the container(s) shall bear the item aastbers and
consignee address.
)IATM S:
Jo narkinp shall be sapiied on any interior packing naterial or
container or excteriorr of such ecateiner that would identify the Purchaser.
further, no car up shall be applied on as ia~ior packing material or
container that would Identify the eonsia".
SEBIS'l Ra IRD( Tg:
The association of the sponsor with the items being procured here-
uader is classified BBESDL'. This elassifis tr i srgai ation shell be
divulgsd only on a need-t -kww basis ahd thus 6M U to these who hue
been authorized in writing by this aovernmb a oa eat to have access
to classified infoa~aatiea.' t>tarresposdsaes oar g.netrd by the Contrastas
and/or data to be subaitted hereunder, to combM m of which Contain
classified infcraatisa, or refers to the aims a f e? tidress : of the
Contracting O[fiosr shall be stomped by you with _ the elassifieatiea of
8EClhE.
She its^s to be delivered hereunder are -classified SDI.'. it is
agreed that the work will be performed in a restricted area accessible
only to persons cleared by the sponsoring.actiwit, and that, pending
delivery to the coasigaee, said items will be sai'eparded aM kept in
a safe approved by the Contracting Offieer.
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C. Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
FOR ;" 1412e
COQ 4tor-l' H AL
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 Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6
CONTRACT NO.
C
(SIGNATURES)
X&!ff C
`C D
The rights and obligations of the parties to this contract shall be subject to and governed by the Schedule and the
General Provisions. To the extent of any inconsistency between the Schedule or the General Provisions, and any
specifications or other provisions which are made a part of this contract by reference or otherwise, the Schedule and the
General Provisions shall control. To the extent of any inconsistency between the Schedule and the General Provisions,
the Schedule shall control.
CONTRACTOR REPRESENTS (Ct*ckappropiate boxes)
(1) (a) That it [] is, [D is not, a small business concern. For this purpose, a small business concern is a concern that (I) is not
dominant in its field of operation and, with Its affiliates, employs fewer than 500 employees, or (ii) is certified as a small business
concern by the Small Business Administration. (See Code of Fed. Reg., Title 13, Ch. II, Pari 103, 21 Fed. Reg. 9709, which
contains the detailed definitions and related procedures,) (b) that it has, E3 has not, previously been denied a Small
Business Certificate by the Small Business Administration, and (c) if Contractor is a regular dealer, it also represents that all sup-
plies to be furnished. thereunder 0 will, will not, be manufactured or produced in the United States or its Territories or
possessions by a small business manufacturer or producer.
(2) (a) That it has, 0 has not, employed or retained any company or person (other than a full-time bona fide employee working
solely for the Contractor) to solicit at secure this contract; and (b) that it [D has, 0 has not, paid or agreed to pay to any company
or person (other than a full-time bona fide employee working solely for the contractor) any fee, commission, percentage or brokerage
fee, contingent upon or resulting from the award of this contract, and agrees to furnish information relating thereto as requested by
the Contracting Officer. (Note: For interpretation of the representation, including the term "bona fide employee," see General
Services Administration Reg., Title 44, Secs. 150.7 and 150.5(d), Fed. Reg., Dec. 31, 1952, Vol. 17, No. 253.)
IN WITNESS WHEREOF, the parties hereto have executed this contract as of the day and year first above
written:
THE UNITED S.V TES OF AMERICA
By )4
25
WITNESSES
By
NOTE.-In case of corporation, witnesses
not required but certificate below must. be
completed. Type or print names under all
signatures.
CERTIFICATE
certify that I am tF25X'
of the corporation named as Contractor herein:
25X1
that, who signed this contract on behalf of
the Contractor, was then of said corporation;
that said contract was duly signed for and in behalf of said corporation by authority of its governing body,
and is within the scope of its cor orate powers.
SIGNATURE (Corporate Seal)
NOTICE
This material contains information affecting the National Defense of the United
States within the meaning of the Espionage Laws, Title 18, U.S.C..Secs. 793 and
794, the transmission or revelation of which in any manner to an unauthorized
person is prohibited by law.
3. ;m 1409
CONFIL~~Ioi iAL
(.When Filled In)
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 Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6
CONFIDENTIAL'
.z s~ro~-~doIrn
1 ~. 61~ i5382~-496-61
lroo. 41101. U25-1390-390 ($3001-50)
y- air It =/A
A" The -1125-1390-
. 680
TA& SOW m.
The
I .# - ASR AwJb
V~idas!+>~Mw fir. ~5
man i".110MM
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Ooribwoldnd Gthims. .u*
25X1
I
25X1
25X1
QLatswta+d M* srlwn~1111- and 1 ? Amt MMM
sl~aw
V. S. 81ie sin Ww die*
To so 41G*
awn r s* os 1pt of
CONF1D NN.f~n-, L
Declassified in Part - Sanitized Copy Approved for Release 2012/02/14: CIA-RDP78-03172A000300020075-6