NEGOTIATED CONTRACT CONTRACT NO. SC-57

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP81B00878R000400240005-1
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 44
• Document Creation Date: December 19, 2016
• Document Release Date: June 14, 2002
• Sequence Number: 5
• Publication Date: June 3, 1957
• Content Type: CONT

25X1
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NSGOTIPIND
41.100,4???.**.0004
447c- 16,cx)
- A
Lockheed Aircraft Corporatio!
Burbank, California
?.???????????
Cant
?
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Contract for: Contract Work :see Schedule) Amount;
Mail Invoicee to:
As *greed upon.
Adrninitrattve rata :
Performance Period:
See Schedule
contract Is entered by and lmtveen the United 6tates of
Lca, hereinafter ealled tle Government, represented by the Con-
; Officer executing tk s contre4t, and the above-named Con-
tractor which is a Corporatic L, incorporated in the State of C4/1-
fornia, hereinafter called th_ Contractor.
The parties hereto agree thet the Contractor furnish all the
aupplies and perform all the ,.,ervicee set forth in the attached
Schedule issued hereunder, f O,4 the consideration stated therein.
The rights and Obligations of the partlee to this contract shall be
subject to and governed by th attached Schedule and General Provi-
sions. in the event of any ioeensietency between the Schedule and
the General Provisions, the &1441,dule shall control.
IN WITNESS WBBREOF, the parti:,3 hereto have executed this coarse
as of _$ JUN 1957
Signatures:
Imil..111.10????????01100111.6
_;$CCIGIZEO LIRCRAPT CORPORMI'IQII
25X1
THE UNITED MATES Or AMERICA
B 3
Contra
icer
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Contract No. 80-57
PART I
It (.2
JFPLIES AND ?VI O RE FENINIMIND . ? .
.
.
4
PANT Il
CONSIDERMON AND FAINTRNT . .......
?
?
?
5
PART III
PERIOD CIF PERFORM_ r ? ? . . ? 6 .
. . . .
4
*
3
PART IV
PRICE REISTESMINATI NI o . ? ? . ? .
? ? ? ?
?
4
5
PART V
REPORTS AND MAL AMU:VANCE ? 4 ?
4 4 II 4
4
4
7
PART VX
arm CF BTICSMX , ITS OF MERU. NIMMONS
.
7
PART VII
aztaAL =CURVY g--? ITRICTIONS . ? .
4 4 I 4
4
?
7
PART VIII
IX= CONTRACT Sir li?MIN) . . ? .
. ..
.
8
3
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25X1
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A. Recruit
of
ttiee *ices
Tecksi.cal Reza*.
July 1956
25X1
B. BuPAY the aervice o Auto
25X1 Pilot ?iellhaineere
er 24, 1956
March 2!;? 1957 am
25X1 June 30, 1057.
25X1
eoudn
tkag or ADDroxo*
C
2
, 956
9:57).
25X1 D. filtwoly service, of AppraLit.,Ittay
Iceatractor Umbra Aeon
directed by the Contracl-- Luz
Officer or his authorized vresen-
tive to render iterehoure :weistance
for the period. August 6, 16 thrimeh
30 June 1957
Tots). Intimated Ccat:-Lct Price -
Cofltract No, 7
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the
For the
4.01 4011. 410
* The it above ar.: subject tc the terns
of PAW XV - PRIM. IMSTERNINATION of
the Schedlo...
Total
Be Masted.
?rice
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2W11A
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Contract No. SCI.57
to be furnished under this contrect, the G
tion, revise audh services, delete services, or re
lateral or related supplies ant 11,41rioes duriag the period of
tract. In such event the Cm:Averting Officer sill issue a, Shange Order
directing the required obangesp accordance with the clause of this
contract entitled CHANG
PARTII . CONSIMATION AND PAW iff
A. In accordance with the or this contract
"PAYMENTS," and subject to redet-trmination of the price in accordanee
with the part of this Schedule etitled "PRICE MMEHMENINATION?" the
Government sheal poor the Contractor upon satisfactory performance of
this contract, as full payment tcr the services to be pplied by the
4
If at War time the Contractor has reason
by reason of the revforaance by it of this contract the
t viii exceed the erstreet price set forth in this contract
ythe Contracting Officer to that effect.
PERFORMANCI,
A. Theperiod of performerfee of the services to be provided by the
Contractor hereunder shall eomwmee an Jay I 1956, and shall be con.
plated om JUne 30, 19,7.
PAN: IV PRICE REBEFERMLVATI
A. Because of the nature of
tract and the uncertainty as t the
parties to this contract are that
stated in Part II hereof nay 131 decreasi
stone of this clause.
by this con.
der the
as,
e provi-
B. UPon expediture of se,,enty%-five,per cent C7510 of
;rice stated in Pnrt II the pstrties ahaLl negotiate to determine
the contract price shall be revAaed ead a new contract price establ
such new contract price to be :.1zed end to represent the total. *mount
Payable. to the Contractor for Artisfectoryperformanee of the contract,
including all services thoretorore f4ralahed or thereafter to be furnis
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Cerwt No. IC-57
C. As soon as preatictele, and in no case later than sixty
days atter the eurnieline of the serveces or after expenditure of
the funds referred to above, the Contractor shall furnish to the
Contracting Officer a statewat in such form ead detail as the Ccee
tracting Officer mey eresoriee of the cost of furnishing the ser-
vices called for under this -entreat together vith such information
as maybe pertinent in the a:lotiations for a revised price pursuant
to thin clause. Ouch states it of cart shall fairly reflect, the
normal operations of the Contractor's cost system, taking into ac-
count any deviatiaas from eueh normal coot system as are required
by the security restrictions placed loco the Contractor by the
Goverment in performance en ear this contract. The Contracting
Officer shell have the rieht at all reasonable times to make or
cause to be made such examieetions or audits of the Contractor's
books, records and accounts es be may regeest.
D. Upon VII,. filing of the etatement and other pertinent in-
format ics:I. revired by earagreph C of this cisme, the Contractor
and the Caatracting Officer ,1.11 promptly negotiate in good faith
to agree upon a reasonable revised price for the entire contract
'which, upon the basis or suee. stetemeat and other pertinent ine
formation, will constitute irir and just compensation to the Con-
tractor Tor the performance ef this contract. In determining the
extent of any estimated alleeance for profit to be taken into account
in fixing eueh revised. prier, consideration will be given to the
extent to which the Contreet m has performed the contract eith effi-
ciency, eeonomy and inenti. . The revised price shall be evidenced
by an amendment to this cont -!-act. Nevever, in the event that the
negotiations for price revieLon in accordance with this amuse in-
dicate that the uncertainty :se to the cost of complete performance
is still so areat as to prevent a realistic determination of the
final price for the aver-al completion of this contract, provision
maybe made for such future eegatiations as to revision es be
appropriate to the circneeteects at the time.
rf within thirty (3)) daye after the filing of the state-
end. other pertinent imr?rnation requirelleyparagraPh C or this
clause the parties ideal refe to agree upon a revised price in ac-
cordance with the provisicee; or this elause, the failure to agree
shallbe deemed to be a digreereement as to a geestion of fact which
shall be disposed of LA aceeedanee with the eleeae hereof entitled
"DISPUTES%
F. For any of the Pereleee of the clause of this contract
providing for termination at the option or convenience of the
ChWILMIA(Mt 041CluttinglidA0up-t Limitation, coaputetion of "the total
contract price" anethe e. rent price of work not terminated"), the
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contract, No. 80.37
ectrtract price eh all be the 'viand contract price
pexagraph D of this clime oa- determined tuvler paragraPh
clause, as the case may be.
PART V PEE1PORT8 AND FINAL AP,MPTANCE
A. Upon completion of -.le performance of this contract, the
cAntractor 0)3411 submit to Contracting Officer a report on the
services performed under the :maltreat. Such report shall be in such
detail as the Contracting Oft:':':.cer may require. Upon acceptance of
such report on the behalf of the Government by the Contracting Officer,
and upcm agreement ea to the !,isal price 'under this ccetract, the
Government shall make final ;;tityreent end the services supplied hereunder
shalt be deemed to be finalV aecopteeL. Such final acceptance shall be
oonclusive except with resper:tto fraud or such gross mistakes as amount
to fraud.
wArant OF RIUMTPATITS OF MEM PROP-MUGS
A. Notiqithstanding the !eggiiremacts of any of the General Provi-
51012a of this contract to thA contrary, whensoever the Contractor, in
performance of the wort: =dew' this coetrect, shall find that the re-
quirements of any of the alemee of the General FrovisiOns are in con-
flict with security inst.ruct',(Yas issued to the Contractor by the Con-
tracting Officer or by his Illy eatthorised representative for security
mutterer the Contractorehul call the attentice of the Contracting
Officer to such millet and -.:4he Contracting Officer or his evf/Y auth-
orised representative for selarity matters shall (i) modify or rescind
such security reqpirements o (ii) the Contracting Officer ahall issue
to the Contractor a waiver o comnliance with the requirements of the
General Provisions conflicti[13 with such security requirements. Any
waiver of covalence with '0,1 General Provision* of this contract issued
by the Contracting Officer e e in writing, except that the approval
by the Contracting Officer o7' any subcontract issued hereunder by the
Contractor shall be deemed constitute approval or waiver of any
clauses of the General Prom/aims in conflict with the atipulations or
such subcontract.
PART VIM SPECIAL SECURITY mamma
A. The Contractor shal1
any details of the work beinil
tion whatsoever with =neat
goring this contract and Vac
is directed or permitted to
Officer or by his duly author
and notwithstanding, any Oren!?
the Contractor shell not int!
not reveal (1) the ecitio nature or
performed hereunder or ( inform-
to the depentment of the Government slam-
tork thereunder except as the Contractor
3Vtlia such information by the Contracting
ised representative for security matters,
Or part of this contract to the contrary,
*rot any clause or part of this contract
'
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Contract No. - 7
as rewiring or permitting itvulgence of such information to any
person, public or private., to any officer or dew:AT:lent of the
Comernment without the empross consent of the Contracting Officer
or his daily authorized nepr7sentetive for security natter.
PAM VIII ? MICR conzater MITMEDIDD
A. This is the Definitive Contract coni ted by the Letter
Contract issued by the Goverament to the Contractor under date of
28 August 1956 and supersedE-s said Lotter Cwitract. Work performed
and. payments made under sail Letter Contract shall be deemed to be
work performed and payments lade under this Definitive Contract.
The date of the Letter Contract shall govern for the determination
of the priority etatus of t"te Definaive Contract. In the event
of aced'Iint between this r-e.c.initive Contract said maid Letter Con-
traato, this Definitive Contract shalL prevail.
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INDEX TO ENERAL PROVISIONS
Article No.
DEFINITIONS
CHANGES
EXTRAS
Pao No.
1.
2.
3.
1
1
2
4.
VARIATION IN QUA, NTITY ???????
2
5-
'INSPECTION
2
6.
RESPONSIBILITY F 7.)R SUPPLIES
3
y.
ASSIGNMENT OF CL AIMS
3
8.
ADDITIONAL BOND SECURITY
4
9.
FEDERAL STATE & LOCAL TAXES ? 0 ? ? ?
?
4
10.
DISPUTES
6
11.
BUY AMERICAN ACT .
?
7
12.
EIGHT HOUR LAW F 1912 . . . .
7
13.
WALSH-HEALEY PUELIO CONTRACTS ACT ?
0
8
14.
NONDISCRIMINATIN IN EMPLOYMENT
8
15.
OFFICIALS NOT BENEFIT . . . ?
?
9
16.
COVENANT AGAINST CONTINGENT FEES . ? ?
?
9
17.
AIRCRAFT IN THE "TEN . . . . . . 4
?
9
18.
MILITARY SECURITY REQUIREMENTS . ?
.
11
19,
UTILIZATION OF MALL BUSINESS CONCERNS
,.
].3
20.
EXAMINATION OF ':-ECORDS
13
21.
GRATUITIES
13
22.
CONVICT LABOR
14
23.
NOTICE & ASSISTI NCR REGARDING PATENT
INFRINGEMENT
14
24.
REPORTING OF EC.Y. ALTIES
14
25.
FILING OF PATEN'f APPLICATIONS ? 0 ? 0 ?
0
16
26.
AUTHORIZATION & CONSENT . ? ? ? 4 ? ? ?
?
17
27.
PATENT RIGHTS
17
28.
COPYRIGHT
22
29.
30.
REPRDUCTION AN7, USE CF TECHNICAL DATA
GOVERNMENT FURNISHED PROPERTY ,
22
.."
31.
TERMINATION FOR CONVENIENCE OF THE
GOVERNMENT
?
27
32.
PAYMENTS . . . ....
?
31
33.
DEFAULT ..... .... .. ? ? ?
32
34.
ALTERATIONS IN (ONTFACT
33
SteCCOTRACTS JUL WORK= JIM= V.
agell=i AND KIM it ? ? ?
SNIM5 ? ? ? ? ? as di ? .b ? ? ?
CUM= n1W? - ? ? ?
SISRVICES jURNESE0 BY GOWIRSUBT
? ? ?
? a
* ? a ?
? a ? ?
?? ? ? *
0
=Me MK ? ? ? ? ? ? ?
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GENE PAL PROVISIONS
1. DEFINITIONS
WNW
As used throughout this ntract, the following terms shall
have the meanings sot forth blow:
(a) The tern "Secretary" Deans the Secretary, the Under Secre-
tary, or any Assistant Secretary of the Department and the head or
any assistant head of the exeautive agency, and the term "his duly
authorized representative" Deals any person or persons or board (other
than the Contracting Officer) authorized to act for the Secretary;and
the term "Department" means that component cf the Government having
cognizance of this contract a;a1 represented by the Contracting Officer
executing this contract.
(b) The term "Contractit
this contract on behalf of th,
civilian employee who is a pre
and the term includes, except
the authorized representative
the limits of his authority.
Officer" means the person executing
Government, and any other officer or
Terly designated Contracting Officera
as otherwise provided in this contract,
a Contracting Officer acting within
(c) Except as otherwise arnvided in this ccntract, the term
subcontracts" includes purchae c,rders under this contract.
(d) The tern "contract
under this contract including
ret teal, or experimental invesa
tigative findings and theories
into practical application?,. an:
to as supplies, if called for
and any reports, data, ccuputa
tions with respect to thu fore
2. CBANGES
The Contracting Officer tl
without notice to the sureties,
of this contract, in any one oJ
designs, or specifications, whn
be specially manufactured for a.
(ii) method of shipment or pach
any such change causes an incr(
time required for, performance
ment shall be Dade in the conta'
both, and the contract shall b;
claim by the Contractor for adj
sorted within 60 days from the
the notification of change; PE
FP (Oct 8, 1956)
Price Rev.
a-k" Deans all work to be performed
.ny studies covering fundamental, then-
A.gations; any extension of the inves-
-7)f a scientific and technical nature
tangible terns, hereinafter referred
an-cia, furnished to the Government;
tone, plans, drawings, and specifica-
?oin
,r at any time, by a written order, and
make changes, within the general scope
? mare of the following (i) drawings,
re the supplies to be furnished are to
le Government in accordance therewith;
ing, and (iii) place of delivery. If
ase or decrease in the cost of, or the
,T this contract, an equitable adjust-
act price or delivery schedule, or
modified in writing accordingly. Any
ustmont under this clause must be as-
Late of receipt by the Contractor of
s:VIDEP, however, that the Contracting
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Officer, if he decides that
and act upon any such claim
ment under this contract. M
be a dispute concerning a (41,1
clause of this contract eati:
this clause shall excuse the
tract as changed.
3. EXTRAS
Hte facts justify such action, may receive
:ssurtud at any time prior to final pay-
iaure to agree to any adjustment shall
stion of fact within the meaning of the
-led "Disputes." However, nothing in
Contractor from proceeding with the con-
Except as otherwise proy
extras shall be made unless
been authorized in writing
4. VARIATICN IN QUANTITY
No variation in the quar
tract will be accepted unless
ditions of loading, shipping,
turing processes, and then on
elsewhere in this contract.
5. INSPECTION
(a) All supplies (which
Without limitation raw materi
and end products) shall be su
ernment, to the extent practi,.
the period of manufacture, an
i_ded in this contract, no payment for
lob extras and the price therefor have
the Contracting Officer.
A.ty of any item called for by this con-
such variation has been caused by con-
or packing, or allowances in manufac-
..y to the extent, if any, specified
term throughout this clause includes
Ls, components, intermediate assemblies,
ject to inspection and test by the Gov-
6ble at all times and places including
in any event prior to final acceptance.
(b) In case any supplie or lots of supplies are defective in
material or workmanship or ctl;rwise not in conformity with the re-
quirements of this contract, 1..e Government shall have the right
either to reject them (with or without instructions as to their dis-
position) or to require their correction. Supplies or lots of sup-
plies which have been rejected or required to be corrected shall be
removed or corrected in place, as requested by the Contracting Officer
by and at the expense of the Contractor promptly after notice, and
shall not again be tendered Cc r acceptance unless the former tender an
either the rejection or requirent of correction is disclosed. If
the Contractor fails promptly to remove such supplies or lots of sup-
plies, when requested by the C.:atracting Officer, and to proceed
promptly with the replacement r correction thereof, the Government
either (0 may by contract or -ttherwise replace or correct such sup-
plies and charge to the Contra-;or the cost occasioned the Government
thereby, or (ii) may terminate This contract for default as provided
in the clause of this contract :ratitied "Default". Unless the Con-
tractor elects to correct or r,-place the supplies which the Government
has a right to reject and is able to male such correction or replace-
ment within the required duliv ry schedule, the Contracting Officer
may require the delivery of suc 1 supplies at a reduction in price
iT (Oct. 8, 1956) - 2 -
Price Rev.
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dl
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which is equitable under the
reduction of price shall be
within the meaning of the clh
(c) If any inspection (
premises of the Contractor
additional charge shall provi
ance for the safety and conve
the performance of their duti
made at a point other than th
contractor, it shall be at ti:
that in case of rejection thc
reduction in value of sampler
or test. All inspections anC
formed fi.c such a manner as rn.
ment reserves the right to ch:
cost of Government inspection
the tine such inspection and -
acceptance or rejection of tL
practicable after delivery, h
tract but failure to inspem
neither relieve the Contractc.
as are not in accordance witi
liability on the Government t:
(d) The inspection and -
or lots thereof does not relf,
regarding defects or other
which may be discovered prior
wise provided in this contrah
except as regards latent def?
amount to fraud.
::ircunstances. Failure to agree to such
dispute concerning a question of fact
hse of this contract entitled "Disputes".
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contract provides for payrae.
for moneys due or to become
ment under this contract ia
or other financing instituti
and may thereafter be furthe
institution. Any such asci;;
amounts payable under this
not be made to more than on
or reassignment may be made
or more parties participati
provision of this contract,
or to become due under this
in said Act as amended, be
(b) In no event shall
specifications, or other
this contract, if marked "It.
be furnished to any assigne
or to any other person not
that a copy of any part or
nished, or any information c
assignee upon the prior wri
(c) The Contractor sh;..
the Contracting Officer prie
this contract.
8. ADDITIONAL BOND SECURIV(
If any surety upon any
contract becomes unacceptabi
surety fails to furnish rope
time to time as requested by
promptly furnish such addi-L
time to time to protect the
sons Supplying labor or mate
contemplated by this contrac-
9. FEDERAL, STATE AND LOCAL
(a) DEFINITIONS, As
terms shall have the meanin
(i) The term "dir
directly applicnb].:
services (as distil
plicable to matLri,
manufacture or fur:
or services) cov(.:
tax or duty from.
action is exempt.
FP (Oct. 8, 1956))
Price Rev.
no aggregating $1,000 or more, claims
due to the Contractor from the Govern-
be assigned to a bank, trust company,
on, including any Federal lending agency,
o assigned and reassigned to any such
ament or reassignment shall cover all
ontract and not already paid, and shall
party, except that any such assignment
-;() one party as agent or trustee for two
g in such financing. Notwithstanding any
payLent to an assignee of any moneys due
contract shall not, to the extent provided
object to reduction or set-off.
copies of this contract or of any plans,
::lar doctIlents relating to work under
P SECRET," "SECRET," "CONFIDENTIAL,"
of any claim arising under this contract
Jtitled to receive the same; PROVIDED,
la of this contract so marked may be fur-
-mtained therein may be disclosed, to such
ten authcrization of the Contracting Officer
obtain the written authorization of
!' to the assignment of any rights under
ond furnished in connection with this
to the Government, or if any such
to as to his financial condition from
the Government, the Contractor shnll
)nal security as may be required from
interests of the Government and of per-
in the prosecution of the work
TAXES
:ed throughout this clause, the following
set forth below:
:ct tax" means any tax or duty
to the completed supplies or
guished from taxes directly ap-
Us and components used in the
jshing of the completed supplies
ed by this contract or any other
i.ch the Contractor or this trans-
It includes any tax or duty directly
- 4 -
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applicable to the is;
manufacture, cons in.
plies or services
with respect to, or
sales, or use of th,
this contract. The
taxes, unemployment
taxes, income taxes,
taxes, property taxc
within the definitic
s)ortation, production, processing,
tion, sale, or use of such sup-
Lt also includes any tax levied on,
measured by sales, receipts from
supplies or services covered by
:ern does not include transportation
eompensation taxes, social security
excess profits taxes, capital stock
e, and such other taxes as are not
L of the term "direct tax" as sot
forth above in this -aragraph.
(ii) The term "ccetract date" means the effective
date of this contrace if it is a negotiated contract
or the date set for :he opening of bids if it is a
contract entered int: as a result of formal advertising..
For the purpose cf ,Tey additional procurement of supplies
or services called fer by any agreement supplemental
hereto, the term "cceetract date" shall refer to the date
of such supplemental. agreement.
(b) FEDERAL TAXES. Eh :epi as maybe otherwise provided in this
contract, the contract price ocludes all applicable Federal taxes in
effect on the contract date.
(c) STATE OR LOCAL TAXE. Except as may be otherwise provided
in this contract, the contract price does not include any State or
local direct tax in effect on obe contract date.
(d) EVIDENCE OF EXEMrTI.'N: The Government agrees, upon request
of the Contractor, unless ther exists no legal basis to sustain an
exemption, to furnish a Tax Exmption Certificate or other similar
evidence of exemption with resTect to any direct tax not included in
the contract price pursuant to this clauses and the Contractor agrees,
in the event of the refusal of the applicable taxing authority to ac-
cept such evidence of exemptior, (i) promptly to notify the Contracting
Officer of such refusal, (ii) to cause the tax in question to be paid
in such manner as to preserve sil rights to refund thereof, and (iii)
if so directed by the Contracting Officer, to take all necessary action,
in cooperation with and for the benefit of the Government, to secure
a refund of such tax (in which event the Government agrees to reim-
burse the Contractor for any mod, all reasonable expenses incurred at
its direction).
(e) PRICE ADJUSTMENT. f, after the contract date, (i) the
Federal Government or any State or local government either imposes
or increases (or removes an exemption with respect to) any direct
tax, or any tax directly applicable to the materials or components
used in the manufacture or furnishing of the completed supplies or
services covered by this contrast, or (ii) the Federal Government or
any State or local government rsfuses to accept the evidence of exemp-
tion, furnished under paragraph. (d) hereof, with respect to any direct
FP (Oct. 8, 1956)
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tax excluded from the contrac
does not furnish a tax exempti
of exemption with respect to e
price, and if under either ,
obliged to and does pay or bee
not secure a refund thereof)
increased, and if interest at
delay in payment of such tax
Officer, and such interest a/
tract price shall be correspc
date, the Contractor is relic
or the burden of any direct
tax directly applicable to ti
manufacture or furnirhing of
by this contract, the Contrae
ting Officer of such relief,
pondingly decreased or the arr.
Government. Invoices or veuec
in contract price pursuant t(
state the amount thereof, as r
shall identify the particular
decreased
: CIA-RDP81B00878RQQQ400240005-1
price, or (iii) the Federal Government
.on certificate or other similar evidence
.ny direct tax excluded from the contract
(ii), or (iii) the Contractor is
r the burden of any such tax (and does
the contract price shall be correspondingly
penalties are incurred by reason of
m the instruction of the Contracting
penalties are legally imposed, the con-
dingly increased, If, after the contract
ed in whole or in part from the payment
!.x included in the contract price, or any
! materials or components used in the
he completed supplies or services covered
,or agrees promptly to notify the Contrac-
,nd the contract price shall be corres-
unt of such relief paid over to the
Lers covering any increase or decrease
the provisions of this paragraph shall
separate added or deducted item, and
tax imposed, increased, eliminated, or
(f) REFUND OR :TAMBAC1
in the contract price or the
this clause, and if the Cortr
by reason of the export or r(
tract, or of materials or cur,
nishing of the completed supT!
the Contractor agrees that he
Officer thereof and that the
obtained will be paid over tr
due from the Government under
the Contractor shall not be Y
back unless so requested by 1
10 DISPUTES
Except as otherwise prc',/
cerning a question of fact ar
disposed of by agreement shal
who shall reduce his decision
a copy thereof to the Contrac-
date of receipt of such copy,
otherwise furnishing to the C
dressed to the Socretary, and
duly authorized representativ.
unless determined by a court !
fraudulent or capricious or a
sarily to imply bad faith) er
final and conclusive: PROVIDI
decision of the Contfacting G:
FP (Oct.8, 1956)
Price Rev,
. If any tax or duty has been included
rice as adjusted under paragraph (e) of
actor is entitled to a refund or drawback
-export of supplies covered by this con-
mments used in the manufacture 02 fur-
Lies or services covered by this contract,
will promptly notify the Contracting
amount of any such refund or drawback
the, Government or credited against amounts
this contract PROVIDED, however, that
mluired to apply for such refund or draw-
-le Contracting Officer.
_ded in this contract, any dispute con-
ising under this contract which is not
be decided by the Contracting Officer,
eo writing and mail or otherwise furnish
or. Within thirty (30) days from the
e,he Contractor may appeal by mailing or
ntracting Officer a written appeal ad-
the decision of the Secretary or his
- for the hearing ef such appeals shall,
competent jurisdiction to hae,e been
Hitrary or so grossly erroneous as neces-
not supported by substantial evidence, be
allect, if no such appeal is taken, the
ricer shall be final and conclusive_ In
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connection with any arpeal proceeding under this clause, the Contractor
shall be afforded an opportunity to be heard and to offer evidence in
support of its appeal. Pending final decision of a dispute hereunder,
the Contractor shall proceed diligently with the performance of the
contract and in accordance wieh the Contracting Officer's decision.
11. BUY AMERICAN ACT
The Contractor agrees that, there will be delivered under this con-
tract only such unmanufactured articles, materials and supplies (which
term "articles, materials and ;11.pp1ies" is hereinafter referred to in
this clause as "supplies") as hate been mined or produced in the United
States, and only such manufactered supplies as have been manufactured
in the United States substantielly all from supplies mined, produced
or manufeetured, as the case my he, in the United States. Pursuant
to the Bey American Act (41 U. O. Code 10a-d), the foregoing provision
shall not apply (i) with respee-; to supplies excepted by the Secretary
from the arplication of that Aet, (ii) with respect to supplies for use
outside the United States, or (ii) with respect to the supplies to be
delivered under this contract wnich are of a class or kind determined by
the Secretary or his duly authc.cized representative not to be mined, pro-
duced, or manufactured, as the ,:ase may be, in the United States in suf-
ficient and reasonably available commercial quantities and of a satis-
factory quality, or (iv) with respeet to such supplies from which the
supplies to be delivered under this contract are manufactured, as are
of a class or kind, determined the Secretary or his duly authorized
representative not to be mined, -,produced, or manufactured, as the case
may be, in the United States in sufficient and reasonably available com-
mercial quantities and of a sat factory quality: PROVIDED, That this
exception (iv) shall not permit delivery of supplies manufactured out-
side the United States if sueh eepplies are Manufactured in the United
States in sufficient and reasomtly availe:ele commercial quantities and
of a satisfactory quality
12. EIGHT-Hr.UR LAW CF 1912
This contract, to the exten that itis cf a character specified
in the Eight-Hour Law of 1912 as amended (/10 U. S. Code 324-326) and
is not covered by the Walsh-Heal 7 Public Contracts Act (41 U. S. Code
35-45) is subject to the fcllowie; provisions and exceptions of said
Eight-Hour Law of 1912 as amended and to all other provisions and ex-
ceptions of said Law.
No laborer or mechanic doinF any part of the work contempla-
ted by this contract, in the employ of the Contractor or any sub-
contractor contracting for any pet nf the said work shall be re-
quired or permitted to work more than eight hours in any one cal-
endar day upon such work, except epcn the condition that compen-
sation is paid to such laborer or mechanic in accordance with the
provisions Of this clause. The wnp;es of every such laborer and
mechanic employed by the Contracter cr any subcontractor engaged
in the performance of this contract shall be computed on a basic day rate of
YE (Oct.8, 1956)
Price Rev.
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eight hours per day; and wor
permitted only upon the condo
shall be compensated for all
per day at not less than nine
pay. For each violation of
of fiAe dollars shall be impo
laborer or mechanic for every
is required or permitted -L.,
wDrk without receiving compen
clause and all penalties to
and benefit of the Goernmorl,
13, WALSH-HEALEY PUBLIC CCI'
If this contract is f,)1
jab, supplies, articles or
may exceed $10,000 and is nt
Contracts Act as amended (4]
porated by reference all rep.
said Act and regulations issi,
such representations and sto
rulings and interpretations
or may hereafter be in effeco
be required to include this
when the inclusion of this ci
or conflict with the securit
tion with this contract.
in excess of eight hours per day is
tion that every such laborer and mechanic
nours worked in excess of eight hours
and Dae-half times the basic rate of
ie requi:-ements of this clause a penalty
sed upon the Contractor for each such
calendar day in which such employee
abo more than eight hours upon said
sation computed in accordance with this
us imposed shall be withheld for the use
PACTS ACT
the manufacture or furnishing of mater-
quipment in an amount which exceeds or
erwise subject to the Walsh-Healey Public
U. S. Code 35-45), there are hereby incor-
esentations and stipulations required by
d
e thereunder by the Secretary of Labor,
ulations being subject to all applicable
f the Secretary of Labor which are now
, except that the Contractor shall not
.1ausc in subcontracts issued hereunder
.ausci in a subcontract would jeopardize
.
considerations established in connec-
_ . _
14. NONDISCRIMINATION IN Er'LCMNT
(a) In connection with
tract, the Contractor agrees
or applicant for employment
national origin. The afores'
limited to, the following:
transfer; recruitment or
tion; rates of pay or other
for training, including app::
post hereafter in conspicuon
applicants for employment, n
Officer setting forth the pr
the performance of work under this con-
tact to discriminate against any employee
:)ecause cf race, religion, color, or
'lid provision shall include, but not be
.mployment, upgrading, demotion, or
:a-uitment advertising; layoff or termina-
forms of compensation; and selection
:mticeship. The Contractor agrees to
places, available for employees and
Aicos to be provided by the Contracting
-rvisions of the nondiscrimination clause.
(b) The Contractor fufther agrees to insert the foregoing pro-
vision. in all subcontracts tssued hereunder, except subcontracts for
standard commercial supplico or raw materials, and except as insertion
of the foregoing provision f,_n a subcontract would jeopardize or con-
flict with the security conaiderations established in connection with
this contract.
FP (Oct. 8, 1956)
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15. OFFICIALS NOT an BENEFIT
No member of or delegate t
shall be admitted to any share
benefit that may arise therefro.
strueed to extend to this contrae
general benefit.
16. COVENANT AGAINST CONUNGEN9
The Contractor warrants t17.1-,
employed or retained to solicit
or understanding for a commissio
fee, exceptj-eg bona fide employe
or selling c.encics maintained
securing bu_iness. For breach oT
mont shall have the rig:it to ahni
its discretion to deduct from the
full amount of such conra-L-ision,
Congress, or resident commissioner,
- part of this contract, or to any
? but this provision shall not be con-
if made with a corporation for its
FEES
, no person or selling agency has been
r secure this contract upon an agreement
percentage, brokerage, or contingent
s or bona fide established commercial
the contractor for the purpose of
1,iciation of this warranty the Govern-
tab s ccntract without liability or in
c_Titract price or consideration the
Hrc-e.tage, brokerage, or contingent fee.
17. AIRCRALT IN TEE OPEN
If this contract is a negotited fixed-price type of contract for
production or modification of aircraft (or missiles having the general
characteristics of aircraft) the .1.ause set forth below shall apply:
(a) Subject to the defilittions aad limitations :prescribed in
this clause, the Gornment assume:: the risk of C.amage to or loss or
destruction of aircraft (or miss II s having the general characteristics
of aircraft) in the open, FROVIPED, that such damage, loss, or destruc-
tion is caused by any of the follcwing; perils;
(i) Fire; lightning, windterm, cyclone, tornado, hail; explosion;
riot, riot attending a strike, civl commotion, vandalism and malicious
mischief sabotage; aircraft or ,).bec- falLing therefrom, vehicles running
on land or tracks, excluding vehicHs owned or operated by the Contractor
or any agent or employee of the Contractor; smoke; earthquake or volcanic
eruption; flood, meaning thereby rising of a. body of water, hostile or
warlike action, including action ir hindering, combating, or defending
against an actual, impending or expected attack by any government or
sovereign power (de jure or de fact), ,or by any authority using military,
naval, or air forces, or by any agent of any such government, power, auth-
ority, or forces; or
(ii) Other peril of a typ
is customarily covered by insurance
in accordance with the normal pract?
practice in the industry in which ti
to similar property.
FP (Oct. 8, 1956)
Price Rev.
not listed above, if such other peril
or by a reserve for self-insurance)
cc of the Contractor, or a prevailing
e Contractor is engaged with respect
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(b) For purposes of
(i) The term "AircrF'.
the Government under this coni.
aircraft in the course of mann-
gines, instruments, subassembio
therein, or in process of instn
withdrawn from stores for inst.
temporarily removed from such
per-by is in the open.
this clause:
rt" means a:.rcraft to be furnished to
;act, including complete aircraft; and
!acture or modification, including en-
es, parts, and equipment installed
A_lation, and all uninstalled property
llation in aircraft in the open or
..ircraft, provided such uninstalled pro-
(ii) The term "in ah
buildings or roofed structures,
open" means located wholly outside of
,c) The Government's :ibligation under this clause shall extend
only to a:tocraft in the open nnler conditions approved by the Contrac-
ting Officer, and shall not cx.t.rnd to the following:
(i) loss, destruction
the Contractor, due to willful
of the Contractor's managerial
program for the maintenance, 2--L
aircraft in the open, in accord,
term "Contractor's managerial p
officers, and any of its managco
representatives who have superin
all of the Cont.ractor's
Contractor's operation at any m
this contract is performed, or
operation in connection with th.
, or damage resulting from failure of
:A.isconduct or lack of good faith of any
ersonnel, to maintain and administer a
lair, protection, and preservation of
tnce with sound industrial practice. The
xsmnel" means the Contractor's directors,
rs, superintendents, or other equivalent
sion or direction of all or substantially
,, or all or substantially all of the
o.2 plant or separate location at which
, separate and complete major industrial
. performance of this ccnt t
(ii) loss, destructiori or damage to aircraft in the possession
or control of any subcontractor, except to the extent that the subcon-
tract, with the approval of the Contracting Officer and consistent with
this clause, may otherwise prov Ae.
(d) The Contractor wnrants that
and will not include any charge r reserve
self-insurance funds or rescreo covering
tion of aircraft in the open caused by any
paragraph (ft). hereof.
e In the event of dnT
craft in the open, the Contractol
protect such aircraft from furth
aged aircraft, put all aircraft
to the Contracting Officer a stat
the contract price does not
for insurance (including
damage to or loss or destruc-
of the perils set forth in
lage to or loss or destruction of air-
shall take all reasonable steps to
r damage, separate damaged and undam-
a the best possible order, and furnish
oment of:
(i) the lost, destroye, or damaged aircraft;
(ii) the time and origin of the Loss, destruction, or damage;
(iii) all known interests in commingled property of which
aircraft in. the open are a part
FP (Oct. 8, 1956)
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(iv) the insurance
in such commingled property.
The Contractor shall be
performing its obligations ur
by the Contracting Officer ar
Lag accordingly.
CIA-RDP81B00878R000400240005-1
if any, covering any part of the interest
reimbursed for expenditures made by it in
der this paragraph, to the extent approved
d this contract shall be modified in writ-
(0 If prior to aceptance by and delivery to the Government
any aircraft in the open is ].7)st, destroyed, or damaged due to any of
the perils set forth in pararaph (a) hereof, the Government may, unless
otherwise provided in this c -atract, elect to require that such aircraft
be replaced by the Contractor or restored by the Contractor to the condi-
tion in which it was immedia7,aly prior to such damage. If the Government
requires the aircraft to be eeplaced or restored, an equitable adjust-
ment shall be made in the ageunt due under this contract and in the time
required for its performance, and this contract shall be modified in
writing accordingly. Alterntively, the Government may elect to termi-
nate this contract as to any such lost, destroyed, or damaged aircraft,
and in that eNent the rihts of the parties shall be as provided in the
clause entitled Termination or Convenience of the Government.
(g) In the event t
compensated by any third per.
of any aircraft in the open
(a) hereof for which the Cor
ment, it shall equitably rei,
do nothing to prejudice the
third parties for any such
request of the Contracting
furnish to the Government oJ
(including the prosecution
assignment or subrogation it
covery.
(h) Any loss or dc
nished by the Government via
tract entitled "Government-F
such clause is, by its term
(0 Any loss, or c.
curring in connection with. (?
by the clause of this contrti
that such clause is, by its
18. MILITARY SECURITY REO,UL
(a) The provisions of
this contract involves accef
fidantial" including "Confif
higher.
FP (Oct. 8, 1956)
Price Rev.
Contractor is at any time reimbursed or
or). for. any damage to or loss or destruction
::aused by any peril set forth in paragraph
eractor has been compensated by the Govern-
:burse the Government. The Contractor shall
Jevernment's rights to recover against
?ss, destruction or damage and, upon the
ficer, shall at the Government's expense,
. reasonable assistance and cooperation
suit and the execution of instruments of
favor of the Government) in obtaining re-
truction of, or damage to, property fur-
? be governed by the clause of this con-
ernished Property," to the extent that
, applicable.
eEtruction of, or damage to, aircraft cc-
-erations of said aircraft will be governed
entitled "Flight Risk," to the extent
:.arms, applicable,
-'TMENTS
Lhis clause shall apply to the extent that
e to security information classified "Con-
atial Modified Handling Authorized" or
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(b) The Government shall n
classification of this contract
subsequent revisions in such son-
Security Requirements Check List
-rtify the Contractor of the security
,Ind the elements thereof, and of any
irity classification, by the use of a
(DD Form 254 and 254-1).
(c) To the extent the Government has indicated as of the date
of this contract, or thereafter indicates, security classification under
this contract as provided in paragraph (b) above, the Contractor shall
safeguard all classified elements of this contract and shall provide and
maintain a system of security c,--)ntrols within its own organization in
accordance with the reqairement of:
(i) the Security Agreamen-.; (DD Form 441), tacluding the Department
of Defense Tndustrial Security :!anual for Safeguording Classified Infor-
mation as effect on date of this contract, and any modification to
the Securi.y Agreement for the ourpose of adapting the Manual to the
Contractor's business; and
(ii) any amendments to sad Manual made after the date of this
contract, notice of which has bten furnished to the Contractor by the
Security Office of the Military Department having security cognizance
over the facility.
(d) Representatives of th_
cognizance over the facility and
Military Deportment shall have L
vals the procedures, methods, ru,
in complying with the security
the Government, through its auth,
the Contractor has not complied -
shall inform the Contractor in
taken in order to effect compli
Military Department having security
representatives of the contracting
ae right to inspect at reasonable inter-
i facilities utilized by the Contractor
_.quirements under this contract. Should
)rized representative, determine that
with such requirements, the Government
citing of the proper actions to be
ace with such requirements.
(e) If, subsequent to the
classifications or requirements
the Government as provided in t
this contract are thereby mere
shall be subject to an equitabl-
or decreased costs, Any equitaL
the same manner as if such chan-
clause in this contract.
(0 The Contractor agrees -
which involve access to classif
shall conform substantially to t
this paragraph (f) but oxcludin
this clause.
(g) The Contractor also a
subcontractor proposed by it for
vices which will involve access
tractor's custody has been grant
FP (Oct. 8, 1956)
Price Rev.
late of this contract, the security
ander this contract are changed by
is clause and the security costs under
sed or decreased, the contract price
adjustment by reason of such increased
to adjustment shall be accomplished in
es were directed under the "Changes"
to insert, in all subcontracts hereunder
ed security information, provisions which
'cie language of this clause, including
the last sentence of paragraph (o) of
roes that it shall determine that any
the furnishing of supplies and ser-
to classified information in the Con-
ed an appropriate facility security
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clearance, which is still A effect, prior to being accorded access
to such classified securit information.
19. UTILIZATION OF SMALL J ISINESS CONCERNS
(a) It is the policy -)f the Gcvernment as declared by the Con-
gress to bring about the g:-:a:atest utilization of small business con-
cerns which is consistent with efficient production.
(b) The Contractor ataraes to accomplish the maximum amount of
subcontracting to small butness concerns that the Contractor finds
to be consistent with the La:ficient performance of this contract.
20. EXAMINATION OF RECORD
The following clause vL11 be applicable in all negotiated fixed-
price supply contracts and -aurchase orders in excess of 1,000.
EXAMINATION OF RECORIX
(a) The Contractor ap
of his duly authorized repf
of three years after final
to and the right to examinc
papers and records of the C
to this contract.
(b) The Contractor ft
contracts hereunder a provi
agrees that the 0ontractinF
representatives shall, unti
final payment under the sula
examine any directly pertir
of such subcontractor invol-
tract. The term usUbcontra
purchase orders not exceedi)
chase orders for public uti
uniform applicability to th
aees that the Contracting Officer or any
.isentatives shall, until the expiration
,aayment under this contract, have access
any directly pertinent books, documents,
ntractor involving transactions related
ther agrees to include in all his sub-
ion to the effect that the subcontractor
Officer or any of his duly authorized
the expiration of three years after
:ontract, have access to and the right to
nt books, documents, papers, and records
,ing transactions related to the subcon-
rt" as used in this clause excludes (i)
-a; $1,000 and (ii) subcontracts or pur-
ity services at rates established for
general public.
21. GRATUITIES
(a) The Government ma:
terminate the right of the ,
if it is found, after notic.
duly authorized representatj
entertainment, gifts, or nt,
Contractor, or any agent or
officer or employee of the
contract or securing favorat
or amending, or the making
performance of such contract
facts upon which the Secret.
FP (Oct.8, 1956)
Price Rev.
,, by written notice to the Contractor,
aintractor to proceed under this contract
. and hearing, by the Secretary or his
.ve, that gratuities (in the form of
.erwise) were off coedor given by the
representative of the Contractor, to any
,Dirernment with a view toward securing a
)1e treatment with respect to the awarding
f any determinations with respect to the
a. PROVIDED, That the existence of the
ay or his duly authorized representative
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makes such findings shall be I
petent court.
(b) In the event this ea
paragraph (a) hereof, the Cove
the same remedies against the
of a breach of the contract
addition to any other damages
exemplary damages in an amount
duly authorized representative
more than ten times the costs
any such gratuities to any Ell('
1 issue and may be reviewed in any com-
ectract is terminated as provided in
mment shall be entitled (i) to pursue
ontractrr as it could pursue in the event
the Contractor, and (ii) as a penalty in
which it may be entitled by law, to
(as determined by the Secretary or his
) which shall be not less than three nor
incurred by the Contractor in providing
a officer or employee.
(c) The rights and remee
clause shall not be exclusive
and remee_Ies provided by law (
22. CONVICT LABOR
es of the Goverent provided in this
end are in addition to any other rights
under this contract
In connection with the pfeformance of work under this contract,
the Contractor agrees not to eaploy any person undergoing sentence of
imprisonment at hard labor.
23. NOTICE AND ASSISTANCE RE(MRDING PATENT INFRINGEMENT
The provisions of this clause shall be applicable only if the
amount of this contract is in excess of $5,000.
(a) The Contractor shall report te the Contracting Officer,
proelptly and in reasonable written detail, each notice or claim of
patent infringement based on tile performance of this contract of which
the Contractor has knowledge.
(b) In the event of litleatien against the Government on account
of any claim of patent infringement arising out of the performance et
this contract cr out of the use cf any supplies furnished or work or
services performed hereunder, ehe Ccentractor shall furnish to the
Government, upon request, all evidence and information in possession
of the Contractor pertaining -L such litigation. Such evidence and
information shall be furnished at the expense of the Government except
in those cases in which the Coetractor has agreed to indemnify the
Government against the claim being asserted.
2/1. REPORTING OF 'ROYALTIES
The provisions of this clease shall be applicable only if the
amount of the contract is in ex2ess of $10,000.
(a) The Contractor shall r.epnrt in writing (in quadruplicate) to
the Contracting Officer as soot as practicable after execution of this
contract whether or not any roalties in excess of 0250 have been paid
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or are to be paid by the Contr
connection with the performanc
cess of $250 have been paid or
report shall include the folic.
such royalties (including the
(1) The name and add
excess of $250 have been paid
(2)- The patent numbe
filing dates), or other identi
(3) The manner of con
a brief identification of each
the total amount of royalties,
and cents amount of royalties
that if the royalties cannot h
and cents value, then other de
tractor computes the royalties
(b) In lieu of furnishir
tractor may furnish a single,
period of the Contractor durin
the Government, provided the C
prior written approval of the
report shall be furnished, whe
in the number of copies as app
close of the accounting period
report shall be made in accord,
ing practice, and shall includ
amount of royalties accruing t
01,000 per annum on the Contra
(i) the name and address of ea
patent application serial numb
ficatinn of the basis for such
the subject matter of the lice
(iv) the percentage rate or up
accrue by rate or unit amount,
which the royalties accrue to
mation (without detailed accop
that may be attributable to Go
if requested by the Government
detailed allocation of such /-r:
contracts.
acter directly to any person or firm in
e of this contract If royalties in ex-
are to be paid to any person or firm, the
kj_ng items of information with respect to
$250):
-eess of each licensor to whom royalties in
-r are to be paid,
rs, patent application serial numbers (with
ication of the basis for such royalties,
ruting the royalties consisting of (0
royalty-bearing unit or process, (ii)
and. (iii) the percentage rate or dollars
en each such unit or process; PROVIIT72
s computed in terms of units or dollars
ea showing the manner in which the Con-
a report under paragraph (a), the Con-
onsnlidated report for each accounting
a which the Contractor has contracts with
sntractnr has requested and obtained the
Thntracting Officer. Such consolidated
e the furnishing thereof has been approved,
roved, as soon as practicable after the
covered by the report. Each consolidated
ince with Contractor's established account-
e, for the accounting period, the total
. each licensor at a rate in excess of
.rtors over-all business, together with
A-1 such licensor, (ii) the patent numbers,
rs (with filing dates), or other identi-
royalties, (iii) a brief description of
ase under which royalties are charged,
et amceunt, or if the royalties do nct
such other data showing the manner by
icensnr, and (v) an estimate or approxi-
ting) of the portion of such royalties
eminent contracts. The Contractor shall,
furnish at Government expense a more
salty payments attributable to Government
(c) In the event that ti-
furnish consolidated reports is
Officer shall promptly considn
tor a letter stating whether c
withstanding any such approval
right to question any such sub:
or completeness of data and tc
Contractor shall furnish a ecT:
tracting Officer admiListering
iP (Oct, 8, 1956)
Price Rev.
Contractor requests written approval to
.der paragraph (b) above, the Contracting
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(d) After payment of eighty percent (80%) of the amount of this
contract, as from time to tine amended, further payment shall be with-
held until a reserve of either 4) ten percent (10%) of such amount or
(ii) $5,000, which ever is les, shall have been set aside, such reserve
or the balance thereof to be retained until the Contractor shall have
furnished to the Contracting Cfficer the report called for by paragraph
(a) hereof or the copy of the letter approving the Contractor's request
to furnish the report under paragraph (b); PROVIDED that no amount shall
continue to be withheld from payment for the causes specified in this
paragraph (d) if the Contractie4 Officer shall find that the Contractor
has not been furnished a letter as required by paragraph (c) within S.
reasonable time after making written request to aubmit a single, con-
solidated report under the proalsions of paragrh (b) of this clause;
and PROVIDED FURTHER that the CDntracting 0?'cer may, in his discre-
tion, order payment to be with old in the amour:- and manner above pro-
vided if report called fel' Oy paragraph (a) is unsatisfactory or (b)
is dUorbuaehas not been reCeived, or if received, is found to be unsat-
isfactory. No amount shall be withheld under this paragraph when the
minimum amount specified by this paragraph is being withheld under other
provisions of this contract The withholding of any amount or subsequent
payment thereof to the Contract ex shall not be construed as a waiver of
any right accruing to the Goverment under this contract.
25 FILING OF PATENT APPLICAT7DNS
(a) Before filing or caua
closing any subject matter of t
classified "Secret" or higher,
(30) day provision below, trane
tractlng Officer for determina'
security, such application shoe.
or sealed in accordance with ta
or the issuance of a patent Aa
-
statutes or regulations: and t
tions of the Contracting Offic
of the patent application to tL
the Contractor shall not be dea
cation. If the Contracting Cfc
structions within thirty (30) a
transmittal of the proposed apa,
application.
ing to be filed a patent application dis-
ais contract, which subject matter is
the Contractor shall, citing the thirty
mit the proposed application to the Con-
ion whether, for reasons of national
ld be placed under an order of secrecy
C provisions of 35 U. S. Code 181-188
uid be otherwise delayed under pertinent
he Contractor shall observe any instruc-
r with respect to the manner of delivery
o U. S. Patent Office for filing, but,
ied the right to file such patent appli-
icer shall not have given any such in-
ays from the date of mailing or other
lication, the Contractor may file the
('b) The Contractor shall. furnish to the Contracting Officer, at
the time of or prior to the the when the Contractor files or causes
to be filed a patent applicatiea disclosing any subject matter of this
contract, which subject matter is classified "Confidential," a copy of
such application for determination whether, for reasons of national
security, such application shotld be placed under an order of secrecy
or the issuance of a patent sh aid be otherwise delayed under pertinent
statutes or regulations.
iP (Oct. 8, 1956)
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(c) In filing any patent application coming within the scope of
this clause, the Contractor shall observe all applicable security regu-
lations covering the transmison of classified subject matter.
26. AUTHORIZATION AND CONSEn
The following clause shaJL be applicable in all contracts for sup-
plies (including construction 'work), except purchase orders of 85,000
or less:
The Government hereby giY
prejudice to its rights of ind
for in this contract) for all
this contract or any part here
tract hereunder (including alv-
invention (i) embodied in the
the delivery of which is acceln
or (ii) utilized in the machin
necessarily results from compl
contractor with (a) specifica
forming a part of this contrae
given by. the Contracting Offiy'
The Contractor's entire liable
merit shall be determined sole.
if any, included in the contra
all other infringement to the
hereinabove granted.
27 PATENT RIGHTS
es its authorization and consent (without
emnification, if such rights are provided
iso and manufacture, in the performance of
-_)f or any amendment hereto or any subcon-
lower-tier subcontract), of any patented
Aructure or composition of any article
ted by the Government under this contract,
n-y, tools, or methods the use of which
Lance by the Contractor or the using sub-
:ons or written provisions now or hereafter
t, or (b; specific written instructions
ir directing the manner of performance.
aty to the Government for patent infringe-
by the provisions of te indemnity clause,
and the Government as,eames liability for
,xtent of the authorization and consent
(a) As used in this claie;c the
meanings set forth below:
ment or
reduced
developmental, or research wm7
tract, or (B) in the performan.
research work relating to the
done upon an understanding in
-PROVIDED that the term "Subjec
tion which is specifically ide
purpose of excluding it from a
following terms shall have the
(i) The term "Subjeet Invention" means any invention, improve-
discovery (whether or not patentable) conceived or first actually
to practice either (A) in the performance of the experimental,
a called for or required under this con-
:e of any experimental, developmental, or
3ubject matter of this contract which was
writing that a contract would be awarded;
t Invention" shall not include any inven-
itified and listed in the Schedule for the
ae license granted by this clause.
(ii) The term "Teeth
by or working under contract
tractor whose responsibilitic
Government in inventions ariaa
paragraphs (g), (h), and (i) (-
nature of his duties in cenno(!
tract, would reasonably be ex
12 (Oct.8, 1956)
Price Rev.
:_cal Personnel" means any person employed
Lth the Contractor (other than a subcon-
with respect to rights accruing to the
ag under subcontracts are set forth in
C this clause) who, by reason of the
lion with the performance of this con-
cted to make inventions.
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(iii) The terms "subcontract" and "subcontractor" mean any
subcontract or subcontractor o the Contractor, and any lower-tier sub-
contract or subcontractor under this contract.
(b) (1) The Contractor ag
ment an irrevocable, nonexclus
license to practice, and cauoe
.3es to and does hereby grant to the Govern-,
ve, nontransferable, and royalty-free
to be practiced by or for the United
States Government throughout te world, each Subject Invention in the
manufacture, use and dispositi a acording to law, of any article or
material, and in the use of an method No license granted herein shall
convey any right to the Govern-qent to manufactun7, have manufactured, or
use any Subject invention for ine purpose of pre,,iding services or sup-
plies to the general pubUc in competition with ac Contractor or the
Contractor's commercial licenses in the license fields.
sonnel;
) With respect. to:
(i) any Subject I.vention made by other than Technical Per-
(ii) any Subject laveotion conceived prior to, but first
actually reduced to practice iL the course of, any of the experimental,
developmental, or research wox?_ specified in (a)(i) above: and
(iii) the practicH of any Subject Invention in foreign
countries; the obligation of tLe Contractor to grant a license as pro-
vided in (b)(1) above, to convy title as provided in (d)(ii)(B) or (d)
(iv) below, and to convey foreign rights as provided in (e) below, shall
be limited to the extent of th! Contractor's right to grant the same
without incurring any obligati :n to pay royalties or other compensation
to others solely on account of said grant. Nothing contained in this
Patent Rights clause shall be 'eemed to grant any license under any in-
vention other than a Subject Livention.
(c) The Contractor shall furnish to the Contracting Officer the
following information and reports concerning Subject Inventions which
reasonably appear to be patentJole:
(:-) a written dislosure p=mptly after conception or first
actual reduction to practice r each such Invention together with a
written statement specifying wLether or not a United States patent appli-
cation claiming the Invention as been or will be filed by or on behalf
of the Contractor;
(ii) interim reports, at least every twelve months, commen-
cing with the date of this conTract, each listing all such Inventions
conceived or first actually reuced to practice more than three months
prior to the date of the repor.7,, and not listed on a prior interim re-
port, or certifying that there are no such unreported Inventions; and
(iii) prior to final settlement of this contract, a final
report listing all such Inventions including all those previously listed
in interim reports.
(d) In connection with .:ach Subject Invention referred to in
(c)(1) above, the Contractor sLall do the following:
F1 " (Oct. 8, 1956)
Price Rev.
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(i) if the Contra
patent application claiming sut
tractor shall file or cause tc:
form and time; however, if the
that such an application would
to be filed said application, t
tracting Officer at the earlia.]
not later than eight months aft
sale.
tor specifies that a United States
h Invention will be filed, the Con-
be filed such application in due
:ontractor, after having specified
-oe. filed, decides not to file or cause
he Contractor shall so notify the Con-
t practicable date and in any event
er first publication, public use or
(ii) if the Contrtor specifies that a United States
patent application claiming such invention has not been filed and will
not be filed (or having specifi3d that such an application will be
filed thereafter notifies the ,;:ntracting Officer to the contrary), the
Contractor shall:
(A) inform -t.t Contracting Officer in writing at the
earliest practicable date of aLy publication of such Invention made by
or known to the Contractor or, where applicable, of any contemplated
publication by the Contractor, stating the date and identity of such
publication or contemplated pui-Aication, and
(B) convey t. the Government the Contractor's entire
right, title, and interest in Nuch Invention by delivering to the Con-
tracting Officer upon written equest such duly executed instruments
(prepared by the Government) c) asSignment and application, and such
other papers as are deemed nec_ssary to vest in the Goernment the
Contractor's right, title, and interest aforesaid, and. the rt,7ht to
apply for and prosecute patent applications covering such Invention
throughout the world, subject, however, to the right or the Contrac-
tor specified in (c) below to elle foreign applications, and subject
further to the reservation of non-exclusive and royalty-free license
to the Contractor (and to its Lxisting and future associated and affi-
liated companies, if any, within the corporate structure of which the
Contractor is a part) which linse shall be assignable to the succes-
sor of that part of the Contractor's business to which such Invention
pertains:
(iii) the Contractor shall furnish promptly to the Con-
tracting Officer on request an irrevocable power of attorney to in-
spect ana make copies of each Jnited States patent application filed
by or on behalf of the Contractor covering any such Invention
(iv) In the event the Contractor, or those other than the
Government deriving rights frac the Contractor, elects not to continue
prosecution of any such United 3tates patent application filed by or
on behalf of the Contractor, -tie Contractor shall so notify the Con-
tracting Officer not less than sixty days before the expiration of
the response period and, upon v:7itten request, deliver to the Contrac-
ting Officer such duly execute instruments (prepared by the Government)
as are deemed necessary to vest. in the Government the Contractor's
entire right, title, and intr
tion, subject to the reservati
(v) the Contract?
duly executed instruments full
herein agreed to be granted to
Tt in such Invention and the applica-
a as specified in (d)(ii) above; and
shall deliver to the Contracting Officer
confirmatory of any license rights
the f:levernment.
P-2 (Oct. 8, 1956)
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gmow
(e) The Contractor, or tense other than the Government deriving
rights from the Contractor, shtll have the exclusive rights to file
applications on Subject Inventtons in each foreign country within:
(i) nine months from the date a corresponding United States
application is filed;
(ii) six months from the date permission is granted to file
foreign applications where sue filing had been prohibited for security
reasons; or
(iii) such longer pctiod as may be approved by the Contrac-
ting Officer. The Contractor shall, upon written request of the Con-
tracting Officer, convey to Government the Contractor's entire
right, title, and interest in each. Subject Invention in each foreign
country in which an applicatin. has not been filed within the time
above specified, subject to tiL: reservation of a non-exclusive and
royalty-free license to the Cc tractor together with the right of the
Contractor to grant sublicens(,s, which license and right shall be as-
signable to the successor of tnat part of the Contractor's business to
which the Subject Invention p rtains.
(f) If the Contractor fnLls to deliver to the Contracting Officer
the interim reports required ty (c)(ii; above, or fails to furnish the
written disclosures for all Snoject Inventions regaired by (c)(i) above
shown to be due in accordance ri_th any interim report delivered under
(c)(ii) or otherwise known to he unreported, there shn.L be withhold
from payment until the Contrae:nor shall have correcte. such Th.ilui-es
either ten percent (10%) of .-te amount of this contra:., as from time
to time amended, or five thousand dollars (S5,000), whichever is less.
After payment of eighty perces:: (80%) of the amount of this contract,
as from time to time amended, :payment shall be withheld until a reserve
of either ten percent (10%) o. such amount, or five thousand dollars
($5,000), whichever is less, s-nall have been set aside, .such reserve
or balance thereof to be retained until_ The Contractor shall have fur-
nished to the Contracting Offi.-;or:
(i) the final report regaired by (c)(iii) above;
(ii) written disclnstres for all Subject Inventions required
by (c)(i)above which are shows to be due in accordance with interim re-
ports delivered under (c)(ii) above or in accordance with such final
reports or are otherwise known to be unreported; and
(iii) the information as to any subcontractor required by (h)
below. The maximum amount which may be withheld under this paragraph
(f) shall not exceed ten percent (10%) of the amount of this contract
or five thousand dollars ($5,000), whichever is less, and no amount
shall be withheld under this :)a.ragraph (f) when the amount specified
by this paragraph (f) is beirt withheld under other provisions of this
contract. The withholding of any amount or subsequent payment thereof
to the Contractor shall not ti construed as a waiver of any rights ac-
cruing to the Government undo this contract. This paragraph (f) shall
not be construed as requirinF the Contractor to withhold any amounts
from a subcontractor to enfer e ccmplisnce with the patent provisions
of a subcontract.
FP (Oct. 8, 1956)
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(g) The Contractor shall exert all reasonable effort in negotia-
ting for the inclusion of this Ettont Rights clause in any subcontract
hereunder of three thousand dontres ($3,000) or more having experimen-
tal, developmental, or research work as one of its purposes. In the
event of refusal by a subcontracLor to accept the Patent Rights clause,
the Contractor shall not proceed with the subcontract without written
authorization of the Contracting Officer, and upon obtaining such auth-
orization, shall cooperate with the Government in the negotiation with
such subcontractor cf an acceptaole patent rights clause; PROVIDED,
however, that the Contractor shorn in any event require the subcontrac-
tor to grant to the Government irtent rights under Subject Inventions
of no less scope and on no less i'avorable terms than those which the
Contractor has under such subcontracts, except that in no event shall
the subcontractor be required tc grant to the Government patent rights
in excess of those herein agroed to be granted to the Government by the
Contractor.
(h) The Contractor shall, Lt thu earliest practicable date, notify
the Contracting Officer in writing of any subcontract containing a patent
rights clause, furnish the Conticting Officer a copy of such clause, and
notify the Contracting Officer when such subcontract is completed. It is
understood that with respect to ;Juch subcontract clause, the Government
is a third party beneficiary, and the Contractor hereby assigns to the
Government all the rights that the Contractor would have to enforce the
subcontractor's obligations for the benefit of the Government with res-
pect to Subject Inventions. The Contractor shall not be obligated to
enforce the agreements of any surDcontractor hereunder relating to Subject
Inventions.
(0 When the Contracto
performance of this contract by
cordance with (g) above a suit:Lbi
subcontractor for any item or su
which the Contractor itself do.:s
fled personnel, the Contractor's
period of time cgual to the duret
of the Contractor, the Contractif
tent, if any, an additional exti:
crease in contract prices based t
delay are proper under the circum
modified accordingly. If the Co
effort, is unable to obtain a qu7
the Contractor may submit to the
for waiver or modification of th
rights clause be included in the
Such request shall specific-.
all reasonable effort to obtain
cite the waiver or termination p
within thirty-five (35) days aft.
(Oct. 8, 1956)
Price Rev.
? shows that it has been delayed in the
?eason of its inability to obtain in ac-
e patent rights clause from a qualified
vice
required under this contract for
not have available facilities or quali-
duliv.Lry dates shall be extended for a
ion of such delay and, upon request
1g Officer shall determine to what ex-
zion of the delivery dates and an in-
pon additional costs incurred by such
'stances; and the contract shall be
tractor, after exerting all reasonable
lified subcontractor as set forth above,
Contracting Officer a written request
requirement that a suitable patent
subcontract,
lly state that the Contractor has used
.uch qualified subcontractor, and shall
'evision hereinafter set forth. If,
r the date of receipt of such request
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for a waiver or modification of said requirement, the Contracting Offi-
cor shall fail to deny in writing such request, the requirement shall
be deemed to have been waived by the Government. If within such period
the Contractor shall receive a written denial of such reauest by the
Contracting Officer, this contract shall thereupon automatically ter-
minate and the rights and oblAations of the parties shall be governed
by the provisions of the clause of this contract providing for termina-
tion for the convenience of tne Government.
28. COPYRIGHT
(a) The Contractor ogre_
meat, and to its officers, agi
of their official duties, (i)
cable license to reproduce, ty
and to authorize others so to
duced or composed and deliver
by the Contractor, its employ
?ally employed or assigned to
(ii) a license as aforesaid un
able work not first produced o
formance of this contract but
fished under the contract, pro
the extent the Contractor now
tlement of the contract may ac
without becoming liable to pay
of such grant.
:; to and does hereby grant to the Govern-
:its and employees acting within the scope
Ti royalty-free, nonexclusive and irrevo-
-anslate, publish, use, and dispose of,
lo, all copyrightable material first pro-
d to the Government under this contract
is or any individual or concern specifi-
riginate and prepare such material and
der any and all copyrighted or copyright-
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contained in this paragraph shatl be deemed, directly or by implication,
to grant any license under any patent now or hereafter issued or to
grant any right to reproduce arthing else called for by this contract.
30. GOVERNMENT-FURNISHED PROPT:iTY
(a) The Government shall deliver to the Contractor, for use in
connection with and under the terms of this contract, the property des-
cribed in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may reason-
ably be required for the intened use of such property (hereinafter
referred to as "Governmunt-furr-i.shod Property'). The delivery or per-
formance dates for the supplies or surviz..es to be furnished by the Con-
tractor uner this contract are based upon the expectation that Govern-
ment-furnihed Property suitabJt for use will be delivered to the Con-
tractor at the times stated in the Schedule or, if not so stated, in
sufficient time to enable the Cntractor to meet such delivery or per-
formance dates. In the event that Goverament-furnished Property is not
delivered to the Contractor by iluch time or times, the Contracting Offi-
cer shall, upon timely written request made by the Contractor, make a
determination of the delay occasioatd the Contractor thereby, and shall
equitably adjust the delivery ur performance dates or the contract price,
or both, and any other contractual provision affected by such delay, in
accordance with the proledures provided for in the clause of this con-
tract entitled "Changes." In toe event the Government-furnished. Property
is received by the Contractor in a condition not suitable for the in-
tended use the Contractor shah J upon receipt thereof, notify the Con-
tracting Officer of such fact aAd, as directed by the Contracting Offi-
cer, either (i) return such proi)orty at the Government's expense or
other-a-is? dispose of the property, or (ii) effect repairs or modifica-
tions. Upon the completion of (i) or (ii) Coove, the Contracting Officer
upon written request of the Contractor shall equitably adjust the delivery
or performance dates or the critract price, or both, and any other con-
tractual provision affected by the rejection or disposition, or the re-
pair or modification, in accordtnce with the procedures provided for in
the clause of this contract 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 Gov-
ernment-furnished Property or d.livery of such property in a condition
not suitable for its intended
(b) By notice in writing the Contracting Officer may decrease the
property furnished or to be furnished by the Government under this con-
tract. In any such case, the C(ntracting Officer upon the written re-
quest of the Contractor shall equitably adjust the delivery or per-
formance dates or the contract price, or both, and any other contrac-
tual provisions affected by the decrease, in accordance with the pro-
cedures provided for in the claitse of this contract entitled "Changes."
FP (Oct.8, 1956)
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(c) Title to the Goveraent-furnished property shall remain in
the Government. Title to Gov.!=ent-furnished property shall not be
affected by the incorporation or atta.chLrae,nt thereof to any property
not owned by the Government, nor shall such Government-furnished pro-
perty, or any part thereof, bl- or become a fixture or lose its identity
as personalty by reason of affl.xation to any realty. The Contractor
s :all maintain adequate property control records of Government-furnished
property in accordance with tLo! provisions of the "Manual for the Control
of Government Property in the Possossicn of Contractors" (Appendix B,
Armed Services Procurement Regulation) as in effect on the date of the
contract, which Manual is hcroby incorporated by reference and made a
part of this contract.
(d) The Government-furnf,
provided herein, be used only
(e)' The Contractor shalj
with sound industrial practice
protection and preservation of
disposed of by the Contractor
event that any damage occurs -t
of which has been assumed by -t
Government shall replace such f
repair of the property as the
that if the Contractor cannot (
gnired, the Contractor shall di
directed by the Contracting Off
compensation to the Contractor
replacement for which. the Gave
adjustment will be made in the
replacement of Government-furn
the Government. Any repair or
is responsible under the prDvi
plishcd by the Contractor at it
ined property shall, unless otherwise
:or the performance of this contract.
(f) (0 Except for loss,
failure of thc Contractor, due
faith of any of the Contractor'
herein, to maintain and adminti;
repair, protection and preserv
perty as required by paragraph
provided in clause (s)
clauses of this contract desigL
shall not be liable for loss or
ornment-furnished property (A)
is in transit off the Contracto:
the following perils while the -
contractor's premises, or on ar
may properly be located, or by
following perils:
FP (Oct. 8, 1956)
Price Rev.
maintain and administer, in accordance
a program for the maintenance, repair,
Government-furnished property, until
accordance with this clause. In the
Government-furnished Property the risk
Government under this contract, the
tens or the Contractor shall make such
overnmont directs proded, however,
ffect such repair with thc me re-
sDoso of such property. the :.:anner
'jeer. The contract prie includes no
for the performance of any repair or
nment is responsible, and an equitable
contract price for any such repair or
shed property made at the direction of
replacer--nt for which the Contractor
Loris of this contract shall be accom-
3 own expense.
estruction or damage resulting from a
no willful misconduct or lack of good
s managerial personnel as defined
ter the program for the maintenance,
tion of the Government-furnished pro-
(e) hereof, and except as specifically
this contract or in the clause or
-:ted in the Schedule, the Contractor
destruction of or damage to the Gov-
,a,used by any peril while the property
premises, or (B) caused by any of
:)roperty is on the Contractor's or sub-
.,- other premises where such property
.emoval therefrom because of any of the
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(1) Fire; lightning, -dindstorm, cyclone, tornado, hail; explo-
sion; riot, riot attending a strike, civil commotion; vandalism and mali-
cious mischief; sabotage; aircraft or obects falling therefrom; vehicles
running on land or tracks, exclsdiug 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 hin-
dering, combating, or defending against an actual, impending or expected
attack by any government or so\srreign power (de jure or de facto), or by
any authority using military, nsval, or air forces, or by an agent of any
such government, power, authorisy, or forces; or
(-17) Other peril, of r
peril is customarily cov=ed by
insurance) in accordance with th
the prevailsrg practice in the i
gaged with respect to similar ps
The perils as set forth in
"excepted perils."
This clause shall not be c
liability for loss or destructi
property while in its possessior
the subcontract, with the prior
provide for the relief of the sr
absence of such approval, the s;
visions requiring the return of
good condition as when received,
for the utilization of the prol?s
the prime contract.
The term "Contractor's man.
the Contractor's directors, offS
tendents, or other equivalent
direction of (I) all or substant
(11) all or substantially all or
plant or separate location at wo
(III) a separate and complete ms
with the performance of this car:
(ii) The Contractor repr
price hereunder, and agrees that
price to the Government, any chs
self-insurance funds or reserves
(Inmage to the Government-furnisSi
peril.
type not listed above, if such other
insurance (or by a reserve for self-
a normal practice of the Contractor, or
ndustry in which the Contractor is en-
operty in the same general locale.
;A) and (B) above are hereinafter called
astruad as relieving a subcontractor from
a of or damage to the Government-Furnished
or control, except to the extent that
approval of the Contracting Officer, may
bcontractor from such liability. In the
contract shall contain appropriate pro-
all Governmant-Furnished property in as
except for reasonable wear and tear or
rty in accordance with the provisions of
gerial personnel" as used herein means
cars and any of its managers, superin-
presantatives who have supervision or
tally ar_ of the Contractor's business;
the Contractor's operation at any one
ich the contract is being performed.;
jar industrial operation in connection
tract.
.?.sents that it is not including in the
it will not hereafter include in any
rge or reserve for insurance (including
) covering loss or destruction of or
ed property caused by any excepted
(iii) Upon the happenin of loss or destruction of or damage
to any Government-furnished prorty caused by an excepted peril, the
Contractor shall notify the Contracting Officer thereof, and shall
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communicate with the Loss and .
after designated by the Contrat
the Loss and Salvage Organizati
Officer has directed that no s.
all reasonable steps to protect
further damage, separate the di
property, put all the Governme
order, and furnish to the Contt
lost, destroyed and damaged GOA
and origin of the loss, destru
in commingled property of whic-::
part, and (A) the insurance, in
in such commingled property. A
the expenditures made by it in.
paragraph (iii)(including char
Salvage Organization, except an
the Government has, at its opt
proved by the Contracting Off i:
men-L
'savage Organization, if any, now or here-
ting Officer, and with the assistance of
.on so designated (unless the Contracting
-.ch organization be employed), shall take
the Government-furnished property from
maged and undamaged Government-furnished
t-furnished property in the best possible
-acting Officer a statement of: (A) the
-,ernment-furnished property (B) the time
tion or damage, (C) all known interests
the Government-furnished property is a
any, covering any part of or interest
.he Contractor shall be reimbursed for
performing its obligations under this sub-
s made to the Contractor by the Loss and
y of such charges the payment of which
on, assumed directly), to the extent ap-
er and set forth in a Supplemental Agree-
(iv) With the approvIl of the Contracting Officer after loss
or destruction of or damage, to Government-furnished property, and sub-
ject to such conditions and ii2Litations as may be Imposed by the Con-
tracting Officer, the Contract :r may, in order to minir,ue the loss to
the Government or in order to ermit resumption of busn:I..ss on the like,
sell for the account of the Government any item of GoverAment-furnished
property which has been damaged beyond practicable repni_r, or which is
so commingled or combined with property of others, including the Con-
tractor, that separation is imnnacticable.
damage
lieved
except
of the
of this contract, the Governmen
permitted, to be sold) shall be
condition, as when received by t
contract, or as repaired under
(v) Except to the extent of any loss or destruction of or
to Government-furnished property for which the Contractor is ro-
of liability under the 1:nregoing provisions of this clause, and
for reasonable wear and tear or depreciation, or the utilization
Government-furnished pr(perty in accordance with the provisions
'6-furnished property (other than property
r.eturned to the Government in as good
:ie Contractor in connection. with this
)aragraph (e) above.
(vi) In the event thn
for any loss or destruction of
property, caused by an exceptec,
Government. The Contractor slim.
rights to recover against thirn.
damage and, upon the request of
Government's expense, furnish
and cooperation (including the
instruments of assignment in fn:
covery. In addition, where a si
liability for any loss or destii
FP (Oct. 8, 1956)
Price Rev.
Contractor is reimbursed or compensated
-a- damage to the Government-furnished
peril, it shall equitably reimburse the
Li do nothing to prejudice the Government's
parties for any such loss, destruction or
the. Contracting Officer, shall at the
) the Government all reasonable assistance
.-irosecution of suit and the execution of
ror of the Government) in obtaining re-
lbcontractor has not been relieved from
ction of or damage to the Government-
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Furnished property, the Contract
subcontractor for such loss or
neat-Furnished property for th,.-
(v1i)(Where applicable
furnished under this contract,
such aircraft or other Governmy
nection with operations of saic,
of this contract captioned "Fl,
by its terms, applicable.
tor shall enforce the liability of the
r_:.estruction of or damage to the Govern-
benefit of the Government.
,. In the event any aircraft are to be
:_ny loss or destruction of, or damage to,
rct-furnished property occurring in con-
aircraft will be governed by the clause
r-;ht Risks", to the extent such clause is,
(g) The Government shall at all reasonable times have access
the premises wherein any Govern_lent-furnished property is located.
(h) Tipon the completion if this contract, or at such earlier date
as may be fi:4.ed by the Contrac-t_ng Officer, the Contractor shall submit,
in a form acceptable to thu Contracting Officer, inventory schedules
covering all items of Governmnt-furnished property not consumed in the
performance of this contract (t:Icluding any resulting scrap), or not
theretofore delivered to the Gc,rernmont, and shall deliver or make such
other disposal of such Governm,:r.it-furnished property, as may be directed
or authorized by the Contractng Officer. Recoverable scrap from Gov-
ernment-furnished property sha.. be reported in accordance with a pro-
cedure and in such form as the ',:ontracting Officer may direct.. The net
proceeds of any such disposal sJall be credited to the contract price or
shall be paid in such other mat:1.er as the Contracting Officer may direct
to
(i) Directions of the Contracting Officer and communications of
the Contractor shall be in writt_n7t
31. TERMINATION FCR C 3NTgUI.hN i OF THE 0-0772NMENT
(a) The performance of w-rk under this contract may be terminated
by the Government in acc,rdanc with this clause in whole, or from time
to time in part, whenever the (liatracting Officer shall determine that
such termination is in the be -1 interest of the Government. Any such
termination shall be effected L:7 dilivery to the Contractor of a Notice
of Termination specifying the xtent to which performance of work under
the contract is terminated, ma. th- date upon which such termination be-
comes effective
(b) After receipt of a N
wise directed by the Contractin
work under the contract on th.J
Notice of Termination, (2)
materials, services, or facilit
pletion of such portion of the
minated; (3) terminate all orcL
they relate to the performance
mination, (4) assign to the
to the the extant directed by the G
FP (Oct. 81 1956)
Price Rev.
tice of Termination, and except as other-
. Officer, the Contractor shall (1) stop
date and to the extent specified in the
e no further orders or subcontracts for
Los except as may be necessary for corn,
work under the contract as is not ter-
rs and subcontracts to the extent that
of work terminated. by the Notice of Ter-
ernment, in the manner, at the times, and
ontracting Officer, all of the right,
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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 termina-
tion of such orders and subcontracts; (5) settle all outstanding liabi-
lities and all claims arising out of such termination of orders and sub-
contracts, 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 -bi-:is clause; (6) transfer title and'deliver
to the Government, in the manner, at the times, and to the extent, if any,
directed by the Contracting Offer, (i) the fabricated or unfabricated
parts, work in process, complete work, supplies, and other material pro-
duced as a part of, or acquired in connection with the performance of,
the work terminated by the Notie of Termination, and (ii) the completed
or partially completed plans, drawings, information, and other property
which, if the contract had been ompleted, would have been required to
be furnished to the Government, ;7) use its best efforts to sell, in the
Danner, at the tines, to the extent, and at the price .or prices directed
or authorized by the Contractinv Officer, any property of the types re.7
ferred to in provision (6) of this paragraph, PROVIDED, HOWEVER, that the
Contractor (i) shall not be required to extend credit to any purchaser,
and (ii) may acquire any such prTparty under the conditions prescribed
by and at a price or prices approved by the Contracting Officer; and
PROVIDED further that the proces of any such transfer or disposition
shall be applied in reduction [DI: any payments to be made by the Govern-
ment to the Contractor under this Contract or shall otherwise be credited
to the price or cost of tha work covered by this contract or paid in such
other manner as the Contracting Officer may direct; (8) complete perfor-
mance of such part of the work aa shall not have been terminated by the
Notice of Termination; and (9) trLke such action as may be necessary, or
as the Contracting Officer may cl.trect, for the protection and preserva-
tion of the property related to this contract which is in the possession
of the Contractor and in which tAo Government has or may acquire an
interest. At any time after ex;iaration of the plant clearance period, as
defined in. Section VIII, Armed ::;rvices Procurement Regulation, as it Day
be amended from time to time, the Contractor may submit to the Contrac-
ting Officer a list, certified as to quantity and quality, of any or all
items of termination inventory net previuusly disposed of, exclusive of
items the disposition of which has been Lirected 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 GoveraAent will accept title to such items and
remove them or enter into a storage agreement covering the same, PROVIDED
that the list submitted shall b subject to verification by the Contrac-
ting Officer upon removal of t]Je 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 tho list as submitted shall be Dade prior
to final settlement.
(c) After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Offic.-. its termination claim, in the form and
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with the certification proscrin3d by the Contracting Officer. Such claim
shall be submitted promptly but in no event later than two years from
the effective date of termination, unless one or more extensions in writ-
ing are granted by the Contracting Officer, upon request of the Contrac-
tor made in writing within sue: two-year period or authorized extension
thereof. However, if the Contracting Officer determines that the facts
justify such action, he may receive and act upon any such termination
claim at any time after such ton-year period or any extension thereof.
Upon failure of the Contractor to submit its termination claim within
the tine allowed, the Contract ag Officer nay determine, on the basis of
information available to him, too amount, if any, due to the Contractor
by reason of the termination a.. d shall thereupon pay to the Contractor the
amount so determined.
(d) Snbjnct to the proviions of paragraph (c), the Contractor
the Contracting Officer may agIno upon the whole or any part of the
amount or amounts to be paid t tho Contractor by reason of the total
or partial termination of work pursuant to this clause, which amount
or amounts may include a roas.) able allowance for profit on work done.
The contract shall be amended nc.cordingly, and the Contractor shall be
paid the agreed amount. Nothi. 3 in paragraph (o) of this clause, pres-
cribing the amount to be paid t. the Contractor in the event of failure
of the Contractor and the Contnlcting Officer to agree upon the whole
amount to be paid to the Contractor by noason of the termination of work
pursuant to this clause, shall Oc deemed to limit, restrict, or otherwise
determine or affect the amount Dr anounts which may be agreed upon to be
paid to t7..n Contractor pursuant to this paragraph (a).
(e) In the event of the Tliluro of the Contractor and the Contrac-
tinE -.Officer to agree as provldod in paragraph (d) upon the whole amount
to be paid to the Contractor bn reason of the termination of work pursuant
to this clause, the Contractint Officer shall determine, on the basis of
infornation available to him, tho amount, if any, duo to the Contractor
by reason of the termination and shall pay ti the Contractor the amounts
determined as follows:
and
(1) For completod sun
or acquired as provided in parn
paid for, a sum equivalent t)
puted in accordance with the :ir?
appropriately adjusted for any
plies accepted by the Government (or sold
graph (b)(7) above) and not theretofore
no aggregate price for such supplies com-
icu or prices specified in the contract,
saving of freight or ether charges
(2) The total of --
(i) The costs incurr. d in the performance of the work termina-
ted, including initial costs and proparatory expense allocable thereto,
but exclusive of any costs att-ributable to supplies paid or to be paid
for under paragraph (e)(1) he of;
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(ii) The cost of settling and paying claims arising out of the
termination of work under subcontracts or orders, as provided in para-
graph (b)(5) above, which are properly chargeable to the terminated
portion of the contract (exclieeive of amounts paid or payable on account
of supplies or materials delivered or services furnished by subcontrac-
tors or vendors prior to the effective date of the Notice of Termina-
tion, which amounts shall be lecluded in the costs payable under (i)
above).
(iii) An allowance fer profit in keeping with the provisions
of the clause, "Price Redeterrination," of the Schedule hereto.
(3) The reasonable csts of settlement, including accounting,
legal, clerical, and other expenses reasonably necessary for the prepara-
tion of settlement claims and supporting data With respect to the ter-
minated portion of the contract and for the termination and settlement
of subcontracts thereunder, teether with reasonable. storage, trans-
portation, and other costs incirrred in connection with the protection
or disposition of property all :cable to this contract.
The total sum to be paid
this paragraph (e) shall not c
duced by the amount of payment
by the contract price of work
age, and except to the extent
expressly assumed the risk of
amounts payable to the Contrac
paragraph (e)(2)(1), the fair
Officer, of property which is
to become undeliverable to the
paragraph (b)(7).
to the Contractor under (1) and (2) of
xceed the total contract price as re-
otherwise made and as further reduced
not terminated. Except for normal spoil-
that the 3overnment shall have otherwise
Loss, there shall be excluded from the
as provided in paragraph (e)(1) and
-Ialue, as determined by the Contracting
lestroyed, lost, stolen, or damaged so as
Government, or to a buyer pursuant to
(f) Any determination of costs under paragraph (c) or (e) hereof
shall be governed by the Statement of Principles for Consideration of
Costs set forth in Part 4 of Er:ction VIII of the Armed Services Pro-
curement Regulation, as in effect on the date of this contract.
(g) The Contractor shall have the right of appeal, under the
clause of this contract entitled "Disputes," from any determination
made by the Contracting Officer under paragraphs (c) or (c) above,
except that if the Contractor has failed to submit its claim within
the time provided in paragraph (c) above and has failed to roc-pest
extension of such time, he shall have no such right of appeal. In
any case whore the Contracting Officer has made a determination of the
amount due Under paragraph (c) or (2) above, the Government shall pay
to the Contractor the followin (i) if there is no right of appeal
hereunder or if no timely appee,1 has been taken, the amount so deter-
mined by the Contracting Offic.r, or (ii) if an appeal has been taken,
the amount finally determined a such appeal.
FP (Oct. 8, 1956)
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(h) In arriving at the co
there shall be deducted (1) all
payments on account theretofore
which the Government may have a
this contract, and (3) the agrct
any materials, supplies, or oth,
sold, pursuant to the provision
covered by or credited to the &
"hew
.)unt due the Contractor under this clause
unliquidated advance or other unliquidated
made to the Contractor, (2) any claim
.Ainst the Contractor in connection with
2c1 price for, or the proceeds of sale of,
Jr things acquired by the Contractor or
of this clause, and not otherwise ro-
.)vernment.
(i) If the termination hereunder be partial, prior to the settle-
ment of the terminated portion f this contract, the Contractor may fi3e
with the Contracting Officer a request in writing for an equitable ad-
justment of the price or prices specified in the contract relating to
the continued portion of the ccntract (the portion not terminated by
the Notice of Termination), an such equitable adjustment as may be
agreed upon. shall be made in stch price or prices
(j) The Government may fr m time to time, under such terms and con-
ditions as it may prescribe, maoe partial payments and payments on account
against costs incurred by the Untractor in connection with the terminated
portion of this contract whenevor in the opinion of the Contracting Offi-
cer the aggregate of such payments shall be within the amount to which
the Contractor will be entitle& 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 Contractor to the Gov-
ernment upon demand, together ytth interest computed at the rate of 6%
per annum, for the period from the date such excess payment is received
by the Contractor to the date (1:1 which such excess is repaid to the Gov-
ernment; provided, however, that no interest shall be charged with res-
pect to any such excess payment attributable to a reduction in the Con-
tractor's claim by reason of retention or other disposition of termina-
tion inventory until ten days after the date of such retention or dis-
position,
(k) Unless otherwise protlded for in this contract, or by appli-
cable statute, the Contractor, 1:1-(= the effective date of termination
and for a period of six years rJlter final settlement under this con-
tract, shall preserve and make available to the Government at all rea-
sonable times at the office of the Contractor but without direct charge
to the Government, all its boo:;, records, documents, and other evidence
bearing on the costs and expcnsos of the Contractor under this contract
and relating to the work terminated hereunder, or, to the extent ap-
proved by the Contracting Officor, photographs, micro-photographs, or
other authentic reproductions thereof.
32 PAYMENTS
The Contractor shall be ptAtd, upon the submission of properly cer-
tified invoices or vouchers, the prices stipulated herein for supplies
delivered and accepted or serv1:!es rendered and accepted, less deductions,
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if any, as heroin provided. Unless otaerwise specified, payment will
be made on partial deliveries accepted by the Government when the
amount due on such deliveries S-.) warrants; or, when requested by the
Contractor, payment for accepted partial deliveries shall be made when-
ever such payment would equal or exceed either 61,000 or 50% of the
total amount of this contract
33. DEFAULT
(a) The Government may,
(b) below, by written Notice
the whole or any part of this
cumstancos:
(1) If the Contractor
to perform the services within
sion thereof; or
(ii) If' the Contractor y:
sions of this contract, or so
performance of this contract i
of these two circumstances doJ
of 10 days (or such longer per
orize in writing) after receip
specifying such failure
subject to the provisions of paragraph
f Default to the Contractor, terminate
contract in any one of the following cir-
ils to make delivery of the supplies or
the time specified herein or any exton-
ails to perform any of the other provi-
fails to make progress as to endanger
a accordance with its terms, and in either
s not cu:e such failure within a period
Lod as the Contracting Officer may auth-
t of notice from the Contracting Officer
(b) The Contractor shal_ not be liable for any excess costs, if
any failure to perform the contract arises out of causes beyond the
control and without the fault Dr negligence of the Contractor. Such
causes include, but are not r_stricted to, acts of God or of the ,
public enemy, acts of the Gev_Tnnent, fires, floods, epidemics, quar-
antine restrictions, strikes, freight embargoes, unusually severe
weather, and defaults of subc_ntractors due to any of such causes
unless the Contracting Officer shall determine that the supplies or
services to be furnished by tt:e subcontractor were obtainable from
other sources in sufficient tine to permit the Contractor to meet the
required delivery schedule
(c) In the event the Gov
or in part as provided in par
may procure, upon such terns cL
Officer may deem appropriate,
terminated, and the Contractor
any excess costs for such sima
the Contractor shall continuo
extent not terminated under t.;
(d) If this contract is
of this clause, the Government
vided in this clause, may reclin
IT (Oct. 8, 1956)
Price Rev.
ern:Tient terminates this contract in whole
,.;raph of this clause, the Government
ad in such manner as the Contracting
3upplies or services similar to those so
shalJ bc liable to the Government for
Ar supplies or services, PROVIDED that
the perfcrmance of this contract to the
provisions of this clause.
terminated as provided in paragraph (a)
, in addition to any other rights pro-
ire the Contractor to transfer title
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and deliver to the Government, in the manner and to the extent directed
by the Contracting Officer, (i.) any completed supplies, and (ii) such
partially completed supplies id materials, parts, tools, dies, jigs,
fL4tUres, plans, drawings, inVJr=tion and contract rights (herein-
after called "manufacturing mterials") as the Contractor has speci-
fivally produced or specifical_Ly acquired for the performance of such
part of this contract as has -men terminated; and the Contractor shall,
upon direction of the Contrac7.=g Officer, protect and preserve pro-
perty in possession of the Contractor in which the Government has an
interest. The Government shajl. pay to the Contractor the contract
price for completed supplies 6..aivered to and accepted by the Govern-
ment, and the amount agreed u}),n by the Contractor and the Contrac-
ting Officer for manufacturinE materials delivered to and accepted
by the Government and for the protection and preservation of property.
Failure e agree shall be a d:pute concerning a question of fact
within the moaning of the clau of this contract entitled "Disputes.'
(e) If, after notice of
provisions of paragraph (a) oi
failure to perform this contra
and without the fault or n?:Jgli
provisions of paragraph (b) of
shall be deemed to have been
contract entitled "Terml.nati,DL
the rights and obligations of
be governed by such- clause. E
contract, this paragraph (e) c-
military department.
te=ination of this contract under the
this clause, it is determined that the
-t-; is due to causes beyond the control
-:;ence of the Contractor pursuant to the
this clause, such Notice of Default
sued pursuant to the clause of this
for Convenience of the Government," and
the par-bis hereto shall in such event
c..ept as otherwise provided in this
,plies only if this contract is with a
(f) The rights and rem.:-.d.s of the Government provided in this
clause shall not be exclusive md are in addition to any other rights
and remedies provided by law or under this contract.
34. ALTERATIONS IN CQPJJEACT
The fcllowin 3110 Jer AMOMMin this contract prior to
signature thereof by the partite to this contract:
35. 41100MACTs Mc antiagai
00 to titst shell be es& by She Coutreetur 11th other
?arty tor ftweishies asty at the ossitorted rotettetttielly megiteteil
setieless owe parts or wet* Aerate sestreotot to *Moat the
vdtteci sprowl ot the Ocatrwting Wiese es to isourees.
(Oct. 8, 1956)
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(6) The Contractor erAll give specific advance notification
to the Contracting Officer of any proposedanbcontract hereunder which
(1) is on a cost or cost-plus-a-firedefee basis, or (2) is onafised-
oe basis exceeding in dollar amount either $25,030 or five percent
) of the total amount of tris contract.
(c) The Contractor a7a1l not, without the prior written
consent of the Contracting ()Ulcer, Awe any subcontract which (1)
La on s cost or cost-p3ms-a-fIled-fee buts, or (2) is on a fixed-
?e basis exceeding in dolllt amount either $25,000 or five percent
) of the total amount of Vie contruct, or (3) Provides for the
riestion, purchase, rental. installation or other sconisition? of
any iten of industrial facilities, or of special tooling having a value
to amnia of $1,000, or (4) t on a time-wad-material or lebor..hour
basis. The Contracting Off:1.?qt may, in his discretion, ratify in
writing any such subcontract; such action shall constitute the consent
of the Contracting Of as reepAredbythis ParagraPh (0).
(d) The Contractor alreeo that no subcontract placed under
this contract oheil provide fct payment on a cost..plus-ampercentage-of-
cost basis.
(e) The Contracting ':;.4.'ficaromy.? in his discretion, specifi-
cally. approve in writing any the provisions of a subcontract. However,
such approval or the consent the Contracting Officer dOtained as re..
quiredby this clause shall rv.;.!; be construed to constitute a datermlna..
tion of the acceptability of -Ae subcontract price, unless. such Approval
specifically provides that it lonatitutes a determination, of the ac-
ceptability of the subcontrea.: .
(f) The Contracting -fticor mmy approve all or any part of
the Contractor's purchasing svetem and from time to time rescind or
reinstate ouch approval. Sod) approval shall be doomed to fulfill the
requirements for obtaining tYv, Contracting Officer's consent to sub-
contracts as prescribed in iliev-tgrevh (o) above.
36. INEIPBCT/ON AND 4WDIT
(a) The Contractor siv;e4ses that its books and records and its
plants, or such part thereof L.; my be engaged in the performance at
this COUtoraCti shall at all re Asonahle times be subject to inspection
end audit by any authorized r.,_eresentetive of the Contracting Officer.
(b) The Contractor cause a like provision to he included
in all subcontracts hereunder
FP (act. 8) 1956)
Price Rev.
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'exactor 10101 be rearms action
at its
'or supervising techniiites used in their work, end tar keeping
d of all improvment3, chews; of operations.
shall be well quallUed to perform the services required
by the Contracting Crficer. rlhe serviceS shall be performed
period specified in t--3 Schedule, but the tine of starting and
=mance and the auther of trainees r ished at en time shall
ed by the Contract/a ; Offieer.
korm PERSONNEL
Contractor shoal prwrit,
all other oupport ntressary in
to be rendered hammier except A, otherwise
this contract entitled "SIRVICHU IPURNISBED BY
39. SERVICES FORME= BY GOVEribltif2
In connection with service, to be re
mant shall furnish and supply t--1 the Contractor
and services:
(s) Buitable lodgiag anSI 3a for the
ring such periods as they are sesigned to the
it equipment andground-handling
aircraft involved.
(b) The use of GOVO
euipMflt normally used for se
(c) The use of a Oervernme-nt owned 0.47 airplane, as well as such
additional airplanes aa maybe required and as are available for trans
portatton between the CentrestkIs plant and aevernment premises mad
return. It is contemplated thr=7, the authorisation for suCh use and for
reibbursement of the costa at cperating such airplane will be covered
by a separate contract between :he 4overnment and the Contractor.
(d) Such other services rid facilities as are required troi tine
tine end es are available, t- approved by the Contracting Officer.
MCAT RISK
(a) As used in this OlIct the tens "operation' includes tests
aircraft t tests of equ pment and aceassories installed therein,
sud the
operation of any power plant iritalled therein, whether or not the air-
craft is in motion during the .,king of any such test or the operation
of any such power plant.
FP (Oct.8 1956)
Price Rev.
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Approved For Release 2006/11/04: CIA-RDP81B00878R000400240005-1
)ach sd every ope:tion Ofaixcret%(I)
to the ae w&T this contract, or (2) turn thed to
..JtreCtOr by the Goverarent for the perforrance
?vhether conducted by 't-ce Cartractor, by the Government or
by any person authorised by tce Goverment, shell be conducted at
the risk of the Goverment insofar ea loss or destruction of or
damage to such aircraft (Ine :lading aviseeent end accessories in-
stalled therein) is coaccerne_ notwttl Istending the provisions of
the elsose hereof entitled "-,-;VEMIKEN'T.PURNIEETED PROPERTY":
PROVIDED, That if personnel ':orrilloting such operation are not either
furnished by the Goverment r approved in writing by the Contracting
Officer or his representatiA'e to vixen such authority has been dele.
gated . :such operation shall fr,e conducted: at the risk of the Contractor
an& the Contractor stkal., be liable for loss and destruction of and
dosage to Government propert:T. ocouvriog in the course of such opera-
tion' and PLUCKER PROVIDED hat the Contractor ;shall bear the risk
of and, with respect to lovernment..furnished property, shall be
liable for loss and destruct on Or, and damage to, such aircraft,
equipmentand accessories ot4lurring in the course of such operation
and resulting from willful idseanduot or failure to exercise good
faith on the part of Contrev:,or's managerial personnel as defined
in the clause hereat eatitit "GOVEREMENT-IURNIEM PROPERTT."
(c) Pursuant to the requirement of(b)above the Contracting
or hereby approves the '.,raissees hereunder, Lid Contractor's
store in connection utt,:th such training operations, ss authorized
nal to conduct operetteca on the ground only with respect to
e operation of Governmerrt-lwed aircraft under thin contract, within
the scope of the wee of treosLing provided for under this contract.
(d) Any disputes that lay arise under the provisions of this
clause shall be determined Evl provided in the clause hereof entitled
"DISPUTES."
56)
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