GENERAL PROVISIONS

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP81B00879R000900080032-4
• Release Decision: RIFPUB
• Original Classification: K
• Document Page Count: 39
• Document Creation Date: November 11, 2016
• Document Release Date: February 17, 1999
• Sequence Number: 32
• Publication Date: April 18, 1958
• Content Type: OUTLINE

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INDEX OF GENE PAL f' .DVISIONS
1, DEFINITIONS ..............,..~.,.,.,.......t............ 1
2. CHANGES ........... t ..... s? - . ?, .........................1
3. LIMITATION OF COST. ...t.rr ....................... 2
4, ALLOWABLE COST, FIXED FEE, AND PAYMENT.... ***woo 3
50 INSPECTION AND CORRECTION OF DEFECTS ........ ;m., 5
6o ASSIGN1ENT OF, CL DES.., o. a. A......?......Ta?: s....t.s.o0 7
7e PECORUSo..sot....r...a..a.ny..aoe!?mer.a..e.......s.rs.. 7
8e SUBCONTRACT:.,ee..............rat..a ................t.o `'
9, UTILIZATION' OF SMALL BUSINESS CONCERNS .... , . ..... e a .. e:iO
10. TER1VIINATION ..... , .... a ~....................... a .. 0 ..... 2.x.0
11, EXCUSABLE DE.YS0trr...?o..r..~..r......rr........roa.o15
12, DISPUTE...sane..o...or ......................r.ea?.aas.o~5
13. NOTICE AND ASSISTANCE REGtBDING PATENT INFRINGE,, zT. ? a o16
.pyl4;' BUY A}'ERICAN ACT..-...........t............9~A........tlm?.7
.Ljp CONVICT BORo....t...rt........r.........re.......,.a??i7
16. EIGHT-.HOUR LAW OF 1912. .............. a.....,.......r..,17
17. NONDISCRIMIN"TION IN II~'LOYMEr?T .........o............a18
18. OFFICIALS NOT TO BENEFIT..a..wo.......o ..............e.19
19. COVENANT A(AINST CONTINGENT FEES.o ....................a19
20, PATENT P.Ic T?>Sce......r.t .................s...9..6.00419
21. GOVERNIN NT Lt':PERTY ........................... ..........024
22.. INSURANCE-LIABILITY TO THIRD PERSON3....9..a.o.....i.oe29
23, AUTHORIZATIO1 AND CONTSENT.,..oo@oooo......ooo&esse....,30
24. FILING OF PATENT APPLICATIONS,..e..e ...................31
25. REPORTING OF R.OYALTIr o.,..o...o,,.........e...........31
26e RIGHTS IN D,'JA-UNLIMITED...e...... ..e.e.....e.......,...33
27. MILITARY SECURITY REQUIRE[ENTSo .................o......34
28. WALSF-.HEALEY PUBIC CONTRACTS ACTSo..,...e,..e...o....035
294 GRATUITIES..,, ..........................................36
30. NEGOTLITED OVERHEAD RiiTES....... w o m e .... o o 0............36
31.. DELAY IN DELIVERY OF DST.'.,eeeoo......ae.o...a..o...0..37
32. SUPERSEDING SPECIFICATIONS....e.......v .keeoo....e..eo37
33. FLIGHT RISK.o.........s..oea...osoo.co..mroes.s.oo.+e..38
34. ALTERiTIOo.e.......ere....a..ueceo.a..c~tu:....t...eoo39
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GENERI,.L PROVISIONS
:Lp DEFINITIONS (ASPR 7-103.1 AFPI 7-403.1)
As used throughout this contrao , the following terms shall
have the meanings set forth below:
(a) The term "Secretary" Means the Secretary, the Under
Secretary, or any Assistant Secretary' of the Depart., ent and the
head cr any assistant head of the executive agency; and. the term
"his duly authorized representative" mea_, x any perso: or persons
or board (other than the Contracting Officer) authorized to act
for the S '?cretary.
(U) The term "Contracting Officer" means the person executing
this contract on behalf of the Government, and any other officer
or civilian employee who is a properly designated Contract.zg
Officer-, and the term includes, except as otherwise provided in
this co ty-act, the authorized representative of a Contracting
Officer acting within the limits of his authority.
(c) Except as otherwise provided in this contract, the term
"s bcontracts" includes purchase orders under this contract.
(c) (AFPI 7-3O' .:,.) The term "contract work" means all work
to be perforned un(ler. 6 his contract including any studies covering
fua~,:'..amental, theoretical, or experimental investigations; any
e. ignating services to be performed or materials to be furnished by
Ie Contractor at `lve expense or without cost to the Government;,
(h) Payment of the fixed fee shall be made tc the Contractor as
provided in the Sc.edule subject, however, to the withholding Provisions
of paragraph (c) L ,.,:^eof.
5. :ASPECTION AND COFRECTION OF DEFECTS (AFPI 7-403.5)
(a) All work under this contract shall be subject to inspection
and test by the Government, to the extent practicable at all reasonable
ti'o"es and places including the period of perforr;iance, and in any event
prior to final acceptance. The Contractor shall provide and Maintain
an inspection system acceptable to the Government covering the work
hereunder. The Government, through any authorized representative, may
inspect the plant or plants of the Contractor or of any of its subcon-
tractors engaged in the performance of this contract. If any inspection
or test is made by the Government on the prel:.ise of the Contractor or a
subcontractor, the Contractor shall provide and shall require siibcon-
tractors to provide all reasonable facilities and assistance for the
safety and convenience of the Government inspectors in the performance
of their duties. All inspections and tests by the Government shall be
performed in such a manner as will not unduly delay the work. Final
inspection and acceptance by the Government shall be made as promptly as
practicable after delivery. The time and place of delivery, final
inspection, and acceptance shall be as set forth in the Schedule,
(b) The Contractor war-ants that the services rendered in the
pe::?ormance of this contract will conform to the requirements of this
catract and to h!gh professional standards in the field and that any
article delivered to the Government under this contract will conform
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to the requirements of this contract and will not be defective in rk,terial
or workmanship,
(. ) At any tie during perforl.a.nce of this contract, but not later
than six (6) months (or such other period as nay be provided in the
schedule) after final acceptance, the Govgrnnent nay require the Contractor
to remedy by correction or replacement as directed by the Contracting
Officel, any failure by the Contractor to comply with its obligations under
paragraph (b) hereof. Except as otherwise provided in paragraph (d) here-
of,, the cost of any such replacement or correction shall be included in
".Allowable Cost" deterr..ined as, provided in the clause of this contract
antitlcd "Allowable Cost, Fixed Fee and Payment,tt but no additional foe
shall be payable with respect thereto? Corrected artic;ies shall not be
tendered ag n for acceptance unless the fomier tender and the require-
ment of correction is disclosed. If the Contractor fails to proceed with
reason.ble promptness to perform such replacement or correction, the
Goveramont (i) nay by contract or otherwise perform such replacement or
correction and charge to the Contractor any increased cost occasioned
~rr-' the Government thereby, or L,.y reduce any fixed fee payable under this
contract (or require repaynont of any fixed fee theretofore paid) in such
amount as ray be equitable under the circumstances; or (ii) in the case
of articles not delivered, nay require the deliv;ry of such articles and
shall have the right to reduce any fixed fee payable under this contract
(or to require repayment of any fixed fee theretofore paid) in such
amount as nay be equitah: e under the circumstances; or (iii) my terminate
this contract for defaul' as provided in the clause of this contract
entitlzc "Tormfnation,n Failure to agree on the amount of any such
increased cost to be charged to the Contractor or to such reduction in,
or rep:;L,n:.ent of, the fixed fee shall be a dispute concerning a question
of fac'; within the :leaning of the clause of this contract entitled
"Disputes".
(d? Notwithstanding the provisions of paragraph (c) hereof, the
Gover?rnent nay at any tine require the contractor to re;
~,r+'or replacement, without cost to the Governr.ment, any failure by therection
Contractor to comply with its obligations under paragraph (b) hereof,
if such failure is due to fraud, lack of good faith, or? willful nis.-
conduct on the part of any of the contractor's directors or officers, or
on the part of any of its managers, superintendents, or other equivalent
representatives, who has supervision or direction of (i) all or
substantially all of the Contractor's business; or (ii) all or substan-
tially all of the Contractor's operations at any one plant or separate
location in which this contract is being perfor...ed; or (Iii) a separate
and complete major industrial operation in connection with the porforn-
ance on this contract, Fraud, lack of good faith, or willful misconduct
on the part of any of such supervisory persounol shall be deemed to
include the selection of individual employees or the retention of ei.Kpo
after any of such supervisor l
believe that such
y mployees are ha.bituala.y ca: relesssornother?wi.se unqualified.
(CPFF A r lg r
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s rd ~,.
(e) Corrected articles tendered as replaceriehts shall be subject to
the provisions of this clause in the sane manner and to the same extent
as supplies originally delivered under this contracts
(f) The Contractor shall make its records of all inspection work
availa' to the Government during the pe'rforiance of this contract and
for sum longer periods as may be specified in this contract.
(g) Except as provided in this clause and as may be provided in the
.'chedule, the Contractor shall have no obligation or liability to correct
or replace supplies or lots of supplies which at the time of delivery are
defective in materials or workmanship or otherwise not in conformity with
the requirements of this contract.
ASSIGI1ZhT OF CLATIS (ASPR 7-103.8 AFPI 7-403.6)
(a) Pursuant to the provisions of the Assignmont of Claims Act of
1.940 as amended (31 U.S. Code 203, 4J- U.S. Code 15), if this contract
'Provides for payments aggregating x'1,000 or more, claims for monies due
or to become due the Contractor from the Government under this contract
nay be assigned to a bank, trust company., or other financing institution,
i.nciud;?.ag any Federal Lending agency, and may thereaftor he further
assigned and reassigned to any such institution. Any such assignment or
:reassignment shall coverall amounts payable under this contract and not
already paid, and shall not, be raade to more than one party, except that
any such assignment or re.ssignrient may be made to one party as agent or
trustee for two or i.iore parties participating in such financing. Not-
Withstanding any provision of this contract, payments to an assignee of
m y nonie oo due or to becorlc due under this contract shall not, to the
,xtent pYovi_ded in said Act as amended, be subject to reduction or set-off,
(b) In no event shall copies of this contract or of any plans,
:pecifications, or other similar documents relating to work under this
,ontract, if marked "Top Secret", "Secret", or "Confidential", be
u niched to any assignee of any claim arising under this contract or
any other person not entitled to receive the sane; provided, That
copy of any part or all of this contract so marked may be furnishod,
any information contained therein may be disclosed, to such assignee
.pen the prior written authorization of the. Contracting Officer.
]CORDS (ASPR 7-203.7 AFPI 7-403.7)
(a)(l) The Contractor agrees to maintain books, records, documents
nd other evidence pertaining to the costs and expenses of this contract
hereinafter collectively called the "records") to the extent and in such
:tail as will properly reflect'all net costsi direct and indirect of
mbor, materials, equiprment, supplies and services, and other costs
3PFF Apr. 18, 1 58)
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'and oxpondos of whatever nature for which reimbursement is claimed under
the provisions of this contract, The Contractors accounting procedures
,ind practices shall be subject to the approval of the Contracting Officer;
provided, however, that no material change 411 be required to be made
in the Contractor's accounting procedureq and practices if they conform
to generally accepted accounting practices and if the costs properly
applicable to this contract are readily ascertainable therefrom,
(2) The Contractor agrees to male available at the office of the
Contractor at all reasonable tines during the period set forth in sub-
paragra,ph (4) below any of the records for inspection, audit or repro-
duction by an authorized representative of the Contracting Officer,
(3) In the event the Contracting Officer or any of his duly authorized
representatives determines that his audit of the maountc rein. sod under
this contract as transportation charges will be made at a place other
than the office of the Contractor, the Contractor agrees to delivers with
the re-i-.bursement voucher covering such charges or as may be otherwise
specified within two years after reimbursement of charges covered by any
such voucher, to such representative as may be designated for that
purpose through the Contracting Officer such documontary evidence in
support of transportation costs as may be required by the Contracting
Officer or any of his duly authorized representatives.,
(4) Except for c.ocurientary evidence delivered to the Governmont
pursuant to subparagrap'a .3) above, the Contractor shall preserve and
make available its records for a period of six years (unless a longer
poricd of tine is provided by applicable statute) from the date of the
vouch:.. or invoice subuilltod by the Contractor after the completion of
the work under the contract and designated by the Contractor as the
31ccr.tp:;_ota_on voucher" or "completion invoice" or, in the event this con-
tract has been completely terr.iinated, from the date of the termination
settlement agreement; provided, however, the records which relate to
(A appeals under the clause of this contract entitled "Disputesfl,
(B3 litigation or the settlement of claims arising out of the performance
of this contract, or (C) costs or expenses of the contract as to
which ex_cepti_on has boon taken by the Contracting Officer or any of his
duly authorized representatives, shall be retained by the Contractor
until such appeals, litigation, claims, or exceptions have been disposed
of,, but in no event for less than the six-year period mentioned above,
(5) Except for documentary evidence delivered pursuant to sub--
paraigr.,ph (3) above, and the records described in the proviso of sub-
para-raph (4) above, the Contractor 1. _ay in fulfillment of its
obligation to retain its records as required by this clause substitute
photographs, Acrophotographs or other authentic reproductions of such
records, after the expiration of two years following the last day of
the nenth of roinbtrscnont to the Contractor of the invoice or voucher
(CPFi' Apry 18, 1 58)
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to which such records relate, unless a shor'tdr period is authorized by
the Contracting Officer with the cong rrende of the Comptroller of the
Contracting Government Agency or his authorized representatives.
(6) The provisions of this par.agzaph (a), including this sub-
p-. 1graph (6), shall be applicable to and included in each subcontract
h,_.~eunder.which is on a cost, cost-plus-a-fixed-fee, time-arid-material
c"_, labor-hour basis.
(b) The Contractor further agrees to include in each of his sub-
cortracts hereunder, other than those set forth in subparagraph (a)
(6) above, a provision to the effect that the subcontractor agrees that
the Contracting Officer or any of his duly authorized representatives,
shall, until the expiration of three years after final payment under
the subcontract, have access to and the right to examine any directly
pertinent books, documents, papers,, and records of such subcontractor
involving transactions related to the subcontract. The term "sub-
contract," as used in this paragraph (b) only excludes (i) purchm>?e
orders not exceeding %1,000 and (ii) subcontracts or purchase orcers
fc public utility services at rates established for 1..aiform applic-
ab lity to the general public.
SUECONTRAcTS (ASPR 7-;203.8 AFPI 7-403.8)
(a) The Centre:.-,or shall give advance notification to the Con-
trecrting ufficex? of z,,. proposed subcontract hereunder which (i) is
on a cost or cost-pits-a-fixed-fee basis, or (ii) is on a fixed-price
basis exceeding i; idollar amount either x,25,000 or five percent (5%)
of the total estimates, cost of this contract.
(b) The Contractor shall not, without the prior written consent
of the Contracting Officer, pl ce any subcontract which (i) is on a
conk or cost-plus-a-fixed-fee basis, or (ii) is on a fixed-price basis
exceeding in dollar amount either '.25,000 or five percent (5i) of the
total estimated cost of this contract, or (iii) provides for the
fabrication, purchase, rental, installation or other acquisition, of
any item of industrial facilities, or of special tooling haviy a value
in excess of ~;1, 000, or (iv) is on a time-and-i:iaterial or , a::or-hour
basis, or (v) involves research and development work. The Contracting
Officer may, in his discretion, ratify in writing any such subcontract;
such action shall constitute the consent of the Contracting Officer as
required by this paragraph (b).
(c) The Contractor agrees that no subcontract placed under this
contract shall provide for payment on a cost-plus-.a-percentage-of.-.cost
basis.
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(d) The Contracting Officer nay, in his discretion, specifically
approve in writing any of the provisions of a subcontract?, However,
such aoprov.l or the consent of the Contracting Officer obtained as
requ:'rod by this clause shall not be construed to'constitute a doter--
ninat ,c n of the allowability of any cost under this contract unless
such approval specifically provides that it constitutes a dote:maination
of the allowability of such cost.
(o) The Contractor shall give the Contracting Officer tomediate
notice in writing of any action or suit filed, and prompt notice of
any claim made against the Contractor by any subcontractor or vendor
which in the opinion of the Contractors may result in litigation,
rolat d in .ay way to this contract with respect to which the Con--
tractc:r r.:ay be entitled to reinbursenent frori the Govorm;rent.
(r) (AFPI 7-203,8) The Contracting Officer may approve all
or par" of the Contractor t s purchasing system and from time to ti:-re
rescind or reinstate such approval. Such approval shall be doomed
err/ to ft,...fil the roquireriento for obtai.ninU the Contracting Offits
consent to subcontracts as prescribed in paragraph (b) above,
TJTILIZ_ TI0N OF 31ti ALL BUSINESS CONCERNS (ASPR 7-104.14 AFPI 7_403.9)
(a) It is the policy of the Government as declared by the
Congress to bring about the greatest utilization of small business
concerns which is consi tent with efficient production.
(h) The Contractor agrees to accomplish the maximum 'amount of
subcontracting to shall business concerns that the Contractor finds
to be consistent with the efficient perforr;.nce of this contract.
TEAL J TION (ASPR 8-702 AFPI 7--403,10)
(a) The performance, of work under the contract nay be tor:,inatod
by the Government in accordance with this clause in whole, or from tine
to time in part, (1) whenever the Contractor shall default in performance
of this contract in accordance with its terms (including in the terra
"dofault" any such failure by the Contractor to make progress in the
prosecution of the work hereunder as endangers such perforxrance), and
shall f,.il to cure such default within a period of to-n days (or such
longer periods as the Contracting Officer r.iay allow) after rocoipt from
the Cntraoting Officer of a notice specifying the default, or (2) when-
ev r f(-r any reason the Contra-acting Officer shall determine that such
tors in-tion is in the best interest of the Government. Any such
t,erin.tion shall be effected by delivery to the Contractor of a
Notice of Termination specifying whether toruination is for the default
of th:. Contractor or for the convenience of the Govern ent, the extent
to which performance of work under the contract is terminated, and the
date upon which such termination becomes effective. If after notice of
tor.-Anati o-M of this contract for default under (1) above, it is
(CPFF Apr. 18, t58)
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determined that the Contractor's failure to perform or to make progress
in performance is due to causes beyond the control and without the
fault or negligence of the Contractor pursuant to the provisions of the
clause of this contract relating to excusable delays, the Notice of
Termination shall be deemed to have been issued under (2) above, and the
rights and obligations of the parties hereto shall in such event be
governed accordingly.
(b) After receipt of a Notice of Termination and except as other-
wise directed by the Contracting Officer, the Contractor shall (1) stop
work under the contract on the data and to the extent specified in the
Notice of_ Tormina.tion;_ (2) place no further orders. or. skL-a:~rtracts for
materiz ls, services, or facili :,i-'a oxoapt- as may be necessary for com-
pletion of such portion of the work under the contract as is not
terminated; (3) terminate all orders and subcontracts to the extent that
they relate to the performance of work terminated by the Notice of
Termination; (4) assign to the Government, in the manner and to the
extent directed by the Contracting Officer, all of the right, title,
and interest of the Contractor under the orders or subcontracts so
terminated, in which case the Government shall have the right, in its
discretion, to settle or pay any or all claims arising out of the
termination of such orders and subcontracts; (5) with the approval or
ratification of the Contracting Officer, to the extent he may require,
which approval or ratification shall be final and conclusive for all
purposes of this c?_ause, settle all outstanding liabilities and all
claims arising out of such termination of orders and subcontracts the
cost of which would be reimbursable, in whole or in part, in accord-
ance with the provisions of this contract; (6) transfer title (to the
extent that title has not already been transferred) and, in the manner,
to the extent, and at the times directed by the Contracting Officer,
deliver to the Government (i) the fabricated or unfabricated parts, work
in process, completed work, supplies, and other material produced as a
xrlI of, or acquirec2.in .xespoct of the performance of, the work terminated
by the Notice of Termination, (ii) the ccnplotcd '. or paf'tial iy completed
plahs ",,drawings, information, and other property which, if the contract
had been completed, would be required to be furnished to the Government,
and (iii) the jigs, dies, and fixtures, and other specie~.l -tools atnd- tooii-.,
acquired or manufactured for the performance of, this contract for the
cost of which the Contractor has been or will be reimbursed under
this contract; (7) use its best efforts to sell in the manner, at the
tirnes, to the extent, and at the price or prices directed or authorized
by the Contracting Officer, any property of the types referred 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 property under the conditions prescribed by and
at a price or prices approved by the Contracting Officer; and provided
further that the proceeds of any such transfer or disposition shall be
applied in reduction of any payments to be made by the Government to the
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price or cost of the work covered by this contract or paid in such other
manner as the Contracting Officer may direct; (8) complete performance
of such part of the work as shall not have been terminated by the Notice
of Termination; and (9) take such action as may be necessary, or as the
Contracting Officer may direct, for the protection and preservation of
the property related to this contract which is in the possession of the
Contractor and in which the Government has or may acquire an interest.
The Contractor shall proceed immediately with the performance of the
above obligations notwithstanding any delay in determining or adjusting
the amount of the fixed-fee, or any item or reimbursable cost under this
clause. At any time after expiration of the plant clearance period, as
defined in Section VIII, Armed Services Procurement Regulation, as it
may be amended from time to time, the Contractor may submit to the
Contracting Officer a list, certified as to quantity and quality, of any
or all items of termination inventory not previously disposed of,
exclusive of items the disposition of which has been directed or author-
ized by the Contracting Officer1 and may request the Government to remove
such items or enter into a storage agreement covering them. Not later than
fifteen (15) days thereafter, the Government will accept title to such
items and remove them or enter into a storage agreement covering the
same, provided that the list submitted shall be subject to verification
by the Contracting Officer upon removal of the items, or if the items
are stored, within forty-five (45) days from the date of submission of
the list, and any necessary adjustment to correct the list as submitted
shall be made prior to final settlement.
(c) After receipt of a Notice of Termination, the Contractor shall
submit to the Contracting Officer its termination claim in the form and
with the certification prescribed by the Contracting Officer. Such
claim shall be submitted promptly but in no event later than two years
from the effective date of termination, unless one or more extensions in
writing are granted by the Contracting Officer upon request of the
Contractor made in writing within such 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 two-year period or any extension
thereof. Upon failure of the Contractor to submit its termination claim
within the time allowed, the Contracting Officer may determine, on the
basis of information available to him, the amount, if any, due to the
Contractor by reason of the termination and shall thereupon pay to the
Contractor the amount so determined.
(d) Subject to the provisions of paragraph (c), the contractor
and the Contracting Officer may agree upon the whole or any part of the
amount or amounts to be paid (including an allowance for the fixed-fee)
to the Contractor by reason of the total or partial termination of work
pursuant to this clause. The contract shall be amended accordingly,
and the Contractor shall be paid the agreed amount.
(CPFF Apr. 18, '58)
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(e) In the event of the failure of the Contractor and the
Contracting Officer to agree in whole or in part, as provided in
,d) above, as to the amounts with respoct to costs and
: --t'ee, or as to the amount of tY e fixed-fee, to be paid to the
Cc:4tractor in connection with the termination of work pursuant to this
clause, the Contracting Officer shall determine, on the basis of
ins:ormation available to him, the amount, if any, due to the
Cc' tractor by reason of the termination and shall pay to the
Contractor the amount determined as'follows:
(1) If the settlement includes cost and fixed-fee
(i) There shall be included therein all cc o41,3 and
expenses reimbursable in accordance with this contract, not previously
paid to the Contractor for the performance of this contract prig to the
effective date of the Notice of Termination, and such of these costs as
may continue for a reasonable time thereafter with the approval of or
as directed by the Contracting Officer, provided, however, that 'ir
Ccntrac-;or shall proceed as rapidly as practicable to discontinue
such costs.
(ii) There shall be included therein so far as nc-,
included under (i) above, the cost of settling and paying claims arising
o-_t of the termination of work under subcontracts or orders, as provided
in paragraph (b)(5) above, which are properly char-er, ble to the terminated
portion of the cont-.:, .-- t.
(iii) There shall be included therein the reasonable costs
of settlement, including accounting, legal, clerical, and other expenses
reasonably necessary for the preparation of settlement claims and
a,,.~nnorting data with respect to the terminated portion of the contract
. or tho termination and settlement of subcontracts thereunder,
together with reasonable storage, transportation, and other costs Licurred
in connection with the protection or disposition of termination inventory;
provided, however, that if the termination is for default of the
Contractor there shall not be included any amounts for the prepar-tion.
of the Contractor's settlement proposal.
(iv) There shall be included therein a portion of t?.e
fixed-fee payable under the contract determined as follows:
(A) In the event of the termination of J.;his
contract for the convenience of the Government and not for the default
of the Contractor, there shall be paid a percentage of the fee equivalent
to the percentage of the completion of work contemplated by the contract,
less fixed-fee payments previously made hereunder,
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(B) In the event of the termination of this
contract for the default of the Contractor, the total fixed-oe payable
shall be such proportionate part of the fee (or, if this contract
calls for articles of different types, of such part of the fee as is
ref-.sonably allocable to the type of a'ticles under consideration) as the
total number of articles delivered to and accepted by the Government
bears to the total number of articles o.f a like kind called for by this
co?_ tract.
If the amount determined under this paragraph is
le--3 than the total payment of fixed,-fee theretofore made to the
Ce:-:tractor, the Contractor shall repay to the Government the excess
amount.
(2) If the settlement includes only the fixed-fee, she
amount thereof will be determined in accordance with subparagraph (n)
(1)(iv) above.
(f) The Contractor shall have the right of appeal, under the
cause of this contract entitled "Disputes," from any determinL.t cn
m e by the Co ztract4 nr Officer under paragraphs (c) Cr (c) ab~jv , -:xcept
that if the Contractor has failed to submit its claim within the tine
provided in paragrap'-i (c) above and has failed to request extension of
such time, he shall lave no such right of appeal. In any case where
the Contracting Offi:er has made a determination of the amount due
unc.3r paragraph (c) r (e) above, the Government shall pay to .:,3e
Contractor the following: (i) if there is no right of appeal `Ieretryder
or if no timely appeal has been taken, the amount so determined by the
Contracting Officer, or (ii) if an appeal has been taken, the amount
finally determined on such appeal.
(g) In arriving at the amount due the Contractor under this
clause there shall be deducted (1) all unliquidated advance or other
unliquidated payments theretofore rade to the Contractor, (2) any
clnnini which the Government may have against.the Contractor in
connection with this contract, and (3) the agreed price for, cr thc>
proceeds of sale of, any materials, supplies, or other things aca-aired
by the Contractor or sold pursuant to the provisions of this clause
and not otherwise recovered by or credited to the Government.
(h) In the event of a partial termination, the portion of the
fined-fee which is payable with respect to the work under the continued
portion of the contract shall be equitably adjusted by agreemer_t between
the Contractor and the Contracting Officer, and such adjustmen'' sha'.i be
evidenced by an amendment to this contract.
(i) The Government may from time to time, under such terms and
conditions as it may prescribe, make partial payments and ayment
on account against costs incurred by the Contractor in connection wit'
the terminated portion of the contract whenever in the opinion of tho
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(CPFF Apr. 18, '58)
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Contracting Officer the aggregate of such payments shall be within the
amount to which the Contractor will be entitled hereunder,, If the total
of such payments is in excess of the ar.iount finally determined to be duo
under this clause, such excess shall be payable by the Contractor to the
Govornmont upon demand, together with 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 on which such excess is repaid to the Govern-
bent; provided, however, that no interest shall be charged with respect to
any sac,h excess payment attributable to a reduction in the Contractor's
claim by reason of retention or other disposition of termination inventory
until ten days after the date of such retontion or disposition.
() The provisions of this clause relating to the fixed-fee shall
be inapplicable if this contract does not provide for pay..zent of a fixed-
fee,
(k) Unless otherwise provided for in this contract, or by applicable
statute, the Contractor from the effective date of termination and for
a period of six years after fiaa1 settlement under this contract, shall
preserve and ':Lake available to the Gcvcrnricnt at all reasonable tines at
the offico?of the Contractor, but without direct charge to the Govern-
"i.cnt, -..11_ its books, records, documents, and other evidence bearing on
the cost and expenses of the Contractor under this contract and relating
to the work terminated hereunder, ors to the extent approved by the
Contracting Officer, photographs, microphotographs, or other authentic
reproductions thereofq
EXCUSAE.LE DELAYS (ASPR 7?-203,11 AFPI 7-303.10)
(a) The Contractor shall not be in default by reason of any failure
in performance of this contract in accordance with its torr.is (including
any failure by the Contractor to ,make progress in the prosecution of the
work hereunder which endangers such performance) if such failure arises out
of causes beyond the control and without the fault or negligence of the
Contractor. Such causes include, but are not restricted to: acts of God
or of the public enei.iy; acts of the Govorruient; fires, floods, epidem.lics;
quarantine restrictions; strikes; freight embargoes, unusually severe
weather; and failure of subcontractors to perform or makc progress due to
such causes, unless the Contracting Officer shall have determined that the
supplies or services to be furnished under the subcontract were obtainable
fron other sources and shall have ordered the Contractor in writing to
procure,, such s rvices or supplies from such other sources, and the Contractor
shall have failed reason.-'':ly to comply with such ordor. Upon request of the
Contr, actor, the Contracting Officer shall ascertain the facts and extent
of such failure and,, if he shall determine that such failure was occasioned
by any one or more of the said causes, the delivery schedule shall be
revised accordi.ngl.y, subject to the rights of the Govern,.-.ent under the
clause hereof entitled "Terr.ii.n.a.tionrr,
(CPFF Apr. 18, 158)
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(b) If the Contractor becomes unable to complete the contract work
and make delivery at the tine specified in the Schedule because of technical
difficulties, notwithstanding the exorcise of good faith and diligent
efforts in the performance of the workcalled.for hereunder, it nay give
the contracting Officer written notice of the anticipated default with
reasons therefor. Such notice and reasons shall be delivered not loss
than forty-five (45) days before the completion date specified in the
Trithin such time as the Contracting Officer dooms sufficient,
if ste L;' t1ca is duly given, then to the extent the interest of the
Governiont makes an extension desirable the Contracting Officer may, in
his discretion, extend the period of tine specified in the Schedule for
such p, rind as he, dooms a(1.vis blo, and this contract shall then be modified
in writing accordingly?.
DISPUTES (APR 7-10312 AFPI 7-403.12)
(a) Except as otherwise provided in this contr.ct, any dispute
concerning a question of fact -,rising under this contract which is not
*rr' disposed of by agreement shall be decided by the Contracting Officer, who
shall reduce his d
i
i
t
ec
s
on
o writing and mail or otherwise furnish a
copy thereof to the Contractor. The decision of the Contracting Officer
shall be final and conclusive unless, within 30 days from the date of
.receipt of such copy, the Contractor nails or otherwise furnishes to the
Contracting Officer a written appeal addressed to the Secrotary. The
decisL'n of the Secretary or his duly authorized representative for the
detornii:a tion of such appeals shall be final and conclusive unless
deter:by court of competent jurisdiction to have been fraudulent,
or capricious, or arbitrary. or so grossly erroneous as necesarily to
haply Lad faith, or not supported by substantial evidence,, In connection
with any appeal proceeding under this clause, the Contractor shall be
afforded an opportunity to be hoard and to offer evidence in support of
its app,.:a1. Pending final decision of a dispute hereunder, the Contractor
shall proceed diligently with the perfonainco of the contract and in
accordance with the Contracting Officer's decision.
(b) This flDisputeslt clause does net preclude consideration of law
uestions in connection with decisions provided for in paragraph (a)
above: Provided, That nothing in this contract shall b
t
e cons
rued as
nuking final the decision of any adninistrativo official, representative or
board on a question of laws ,
NOTICE AND ASST>=''TANCE REGATTING PATENT INFRI1ucT nENT (ASPR 9-104 AFPI 7404,13)
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 to the Contracting Officer, promptly
and in reasonable written dot' Lz 1, each notice or cluir.l of patent infringe--
..lent based on the porfox7 u;.neo of this contract of which the Contractor
'._~as knowledge.
(CPFF 9 x_.18, 158
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V
(h) In the event of litigation against the Government on account of
any claim of patent infringement arising out of the performance of this
co-;ntr..ct or out of the use of any supplies furnished or work or services
porfor,__:_d hereunder, the Contractor shall furnish to the Govvrnr:cnt, upon
roques.-, all evidence and information in possession of the Contractor
ports i , Ong to such litigation. Such evidence and information shall be
furni ',od at the expense- of the Government except in those cases in which
the C. _itractor has agreed to indemnify the Govornnont against the claim
boinE asserted.
BUY AMERICAN ACT (ASPR 7-103,14 AFPI 7-403.14)
(a) In acquiring end products, the Buy A;a.:rican Act (41 U.S. Code
10a--d) provides that the Government give preference to domestic source
end products? For the purpose of this clause:
(i) "components" means those articles, materir. Zs, an supplies,
which arc directly incorporated in the and products;
(ii) "end products" i.,mans those articles, materials, and supplies,
which are to be acquires} under this contract for public use; and
(iii) a "dor. estic source end product" moans (A) an unmanufacturod
end product which has boon mined or produced in the United States and (B)
an end product manufactured in the United States if the cost of the
cc pon;nts thereof which are mined produced, or manufactured in the United
States exceeds 50 percent of tho cost of all its components. For the
purposes of the (a (iii)(B), components of foreign on in of the some typo
or kind as the products referred to in (b)(ii) or (iii) of this clause
shall ?-., treated as components mined, produced, or manufactured in the
Unite: States.
(b) The Contractor agrees that there will be delivered under this
contract only domestic source end products, except end products:
(i) which are for use outside the United States;
(ii) which the Government determines are not mined
produced
or
,
,
manufactured in the United States in sufficient and reasonably available
commercial quantities and of a satisfactory gtuality;
(iii) as to which the Secretary deter7-.1in ;s the domestic preference
to be inconsistent with the public interest; or
(iv) as to which the Secretary determines the east to the Govcrn.-
a:lcrlt !,.-) be , n -u;a sonabloMp
(CPFF Apr., 18, 1 58)
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CONVICT LABOR (.APP 12-203 AFPI 7-403,15)
In connection with the perforuance of work under this contract,
the Contractor agrees not to employ any person undergoing sentence of
iriprioc)n;_iont . at hard labor.
EIGHT--HOUR LAW OF 1912 (APR 12-303.1 AFPI 7-403.16)
This contract, to the extent that it is of a character specified in
the E :..;ht-Hour Law of 1912 as ai ended (40 U.S Code 324-326) and is not
cover d by the Walsh Hoaloy Public Contracts Act (41 U.S. Code 35-45), is
subject to the following provisions and exceptions of said Eight-Hour
Law of 1912, as amended, and to all other provisions and exceptions of
said Law;
No laborer or mechanic doing any part of the work contemplated by
this contract, in the ouploy of the Contractor or any subcontractor
contracting for any part of the said work conteriplLted., shall be required
or permitted to work more than eight hours in any one calendar day upon
such work, except upon the condition that compensation is paid to such
1ab, rer oa' mechanic in accordance with the provisions of this clause..
The wages of every laborer and mechanic employed by the Contractor or
any subcontractor engaged in the perfor.-.iance of this contract shall be
poriputed on a basic day rate of eight hours per day; and work in excess
of eight hours per clay is permitted only upon the condition that Ivory
such laborer and mechanic shall be compensated for all hours worked in
excess of eight hours per day at not less than one and one-half tines the
basic rate of pay. For each violation of the requirements of this clause
a penalty of five dollars shall be imposed for each laborer or mechanic for
every calendar day in which such employee is required or permitted to
labor more than eight hours upon said work without receiving compensation
conputod in accordance with this clause, and all penalties thus imposed
shall be withheld for the use and benefit of the Govornr..ent,
NONDISC 'LD-iINtiTION IN F,iiPLOYLENT (ASPR 12-802 AFPI 7403.17)
(a) In connection with the porfoniianc(-, of work under this contract,
the Contractor agrees not to discriminate against any employee or applicant
for employment because of race, religion, color, or national origin. The
aforesaid provision shall include, but not be United toy the following:
e mpl_;yi:rent, upgrading, dor.iotion/or transfer; rocrui_tr.:ont or recruitment
advertising; layoff or terminaation; rates of pay or other forms of
compensation; and selection for training, including apprenticeship., The
Contractor LLgreos to post hereafter in conspicuous places, available for
employees and applicants for eriployr:ient, notices to be provided by the
Contracting Officer setting forth the provisions of the nondiscrimination
clause.
(b) The Contractor further agrees to insert the foregoing provision
in all subcontraacts hereunder, cxcopt subcontracts for standard cons.ercia7.
supplies or raw riatori.ais,
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OFFICIIdS 1OT TO BENIEFIT (ASPR 7-103.19 AFPI 7-403.18)
No member of or delegate to Congress, or resident commissioner,
shall be admitted to any shire or part of this contract, or to any
benefit that may arise therefrom; but this provision shall not be
construed to extend to this contract if made with a corporation for
its general benefit,
COVENANT AGAINST CONTINGENT FEES (ASPR 7-103,20 AFPI 7-.403,19)
i.: .c Contractor warrants that no person or selling agency has
peen omployed or retained to solicit or secure this contract upon
an agreement or understanding for a comri.tssion, percentage, broker-
age, or contingent foe, excepting bona fide employees or bona fide
established commercial or selling agencies maintained by the Contractor
for the purpose of securing business. For breach or violation of this
warranty the Govornnont shall have the right to annul this contract
without liability or in its discretion to deduct from the contract
price or consideration, or otherwise recovery the full amount of such
coat ission, percentage, brokorage or contingent foe,
PATENT RIGHTS (ASPR 9-107 AFPI 7-403.20)
(a) As used in this clause., the following torus shall have the
meanings sot forth below:
(i) The term "Subject Invention" means any invention,
3s':provo-_ent or discovery (whether or not patentable) conceived or first
aotualiy reduced to practice either (A) in the performance of the
experirontal, developmental, or research work called for or required
under this contract: or (B) in the performance of any expeririental,
developmental, or research work relating to the subject matter of
this contract which was done upon an understanding in writing that a
contract would be awarded; provided that the tery.a "Subject Invention"
'mri shall not include any invention which is specifically identified and
listed in the Schedule for the purpose of excluding it from the
license granted by this clause,
(ii) The tern "Technical P,rsonncl" moans any person oriployod
by or working under contract with the Contractor (other than a sub-
contractor whose responsibilities with respect to rights accruing to
the Government in inventions arising under subcontracts set forth in
paragraphs (g), (h), and (i) below) who, by reason of the nature of
his duties in connection with the performance of this contract, would
reasonably be expected to make inventions,
(iii) The terms "subcontract" and "subcontractor" moan any
subcontract or subcontractor of the Contractor, and any lower-tier
(CPFF Apr. 1 ~ S)
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-subcontract or subcontractor under this contract.
(b)(l) The Contractor agrees to and does hereby grant to the
Goverra ent an irrevocable, noncxclusivc, nontransferable, and royalty-
free license to practice, and cause to be practiced by or for the United
States Govern:lent throughout the world, each Subject Invention in the
nanufacture, use and disposition according to law, of any article or
n,atorial, and in the use of any nothod. No license granted heroin
shall convey any right to the Gov,rnr,ent to nanufacturo, hove manufactured,
or use any Subject Invention for the purpose of providing services or
suppli;s to the g:neral public in competition with the Contractor or
the Contractor's cosh ercia]_ licensees in the licensed fields,
(2) With respect to:
(i)
Person cl;
any Subject Invention made by other than Technical
(ii) any Subject invention conceived prior to, but first
actually reduced to practice in the course of, any of the experimental,
devolopnentLol, or research work specified in (a) (i) above; and
(iii) the practice of any Subject Invention in foreign
countries; tho obligation of the Contractor to grant a license as
provided in (b)(1) above, to convey title as provided in (d)(ii)(B)
or (d)(iv) below, and to convey foreign rights as provided in (e)
below, shall be limited to the extent of the Contractors right to
grai sa_ c without i.::;urring any obligation to pay royalties or
other cL.:iponsati.on to others solely on account of said grant,
Nothin,-' contained in this Patent Lights clause shall be doonnod to
grant any license under any invention other than a Subject Invention.
(c) The Contractor shall furnish to the Contracting Officer the
following infori:iation anc reports concerning Subject Invention which
reasonably appears to be patentable:
(i_) a written disclosure promptly after conception or first
actual reduction to practice of each such Invention together with a
written st:tonent specifying whether or not a United States potent
applic:et:i_en clai:.ing the Invention has boon or will be filed by or
on hc;,~.,..af of the Contractor;
(ii) intori.i reports, at least every twelve r.lonths,
co,rr-2enci-t with the date of this contract, each listing all such
Invorlti ns conceived or first actu,:L].ly reduced to practice more than
three .,nths prior to the date of the re:;port, and not listed on a
prior interim report, or Cortif,ying that there are no such unreported
Inventions; and
(CPFF Apr. 18, ?58)
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(iii) prior to final settlement of this contract, a final
report listing all such Inventions including all those previously
J..ieted in interim reports.
(d) In connection with each Subject Invention referred to in
(c)(i) above, the Contractor shall do the following:
(1) if the Contractor specifies that a United States patent
application claiming such Invention will be filed, the Contractor shall
file or cause to be filed such application in due form and time; however,
if the Contractor, after having specified that such an application
would be filed, decides not to file pr cause to be filed said application,
the Contractor shall so notify the Contracting Officer at the earliest
practicable date and in any event not later than eight months after
first publication, public use or sale.
(ii) if the Contractor specifies that a United States
patent application claiming such Invention has not been filed and will
not be filed (or having specified that such an application will be
f`i.'ed thereafter notifies the Contracting Officer to the contrary),
t?1_:; Contracting Officer shall:
(A) inform the Contracting Officer in writing at the
earliest practicable date of any publication of such Invention made by
or known to the Contractor or, where applicable, of any contemplated
publication by the Contractor, stating the date and identity of such
publication or contemplated publication; and
(B) convey to the Government the Contractor's entire
right, title, and in-'6erest in such Invention by deliverying to the
Contracting Officer upon written request such duly executed instruments
(prepared by the Government) of assignment and application, and such
c-t'-.r papers as are deemed necessary to vest in the Government the
Contractor's right, title and interest aforesaid, and the right to
apply for and prosecute patent applications covering such Invention
throughout the world, subject, however, to the right of the Contractor
specified in (e) below to file foreign applications, and subject
further to the reservation of a non-exclusive and royalty-free
license to the Contractor (and to its existing and future associated
and affiliated companies, if any, within the cor}.,orate structure of
which the Contractor is a part) which license shall be assignable to
the successor of that part of the Contractor's business to which such
Invention pertains;
(iii) the Contractor shall furnish promptly to the
Contracting Officer on request an irrevocable power of attorney to
inspect and make copies of each United States patent application
file,1 by or on behalf of the Contractor covering any such
Invention;
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(iv) In the event the Contractor, or those other than the
Government deriving rights from the Contractor, elects not to continue
pr_)ecution_ of any such United States patent application filed by or
o::: Behalf of the Contractor, the Contractor shall so notify the
C` tracting Officer not less than sity days before the expiration of
tb response period and, upon written request, deliver to the Contracting
Of:-_cer such duly executed instruments (prepared by the Government) as
deemed necessary to vest in the Government the Contractor's entire
r - ht, title, and interest in such Invention and theepplication, subject
to the reservation as specified in (d)(ii) above; and
(v) the Contractor shall deliver to the Contracting Officer
duly executed instruments fully confirmatory of any license rights
herein agreed to be granted to the Government.
(e) The Contractor, or those other than the Government deriving
rights from the Contractor, shall have the exclusive rights to file
applications on Subject Inventions in each foreign country within:
(1) nine months from the date a corresponding United States
application is filed;
(ii) six months from the date permission is granted to file
foreign applications where such filing had been prohibited for security
reasons; or
(iii) such longer period as may be approved by the Contracting
Officer. The Contractor shall, upon written request of the Contracting
Officer, convey to tli..e Government the Contractor's entire right, title,
and interest in each Subject Invention in each foreign country in which
an application has not been filed within the time above specified,
subject to the reservation of a non-exclusive and royalty-free license
to the Contractor together with the right of the Contractor to grant
sublicenses, which license and right shall be assignable to the
successor of that part of the Contractor's business to which the Subject
Invention pertains.
(f) If the Contractor fails to deliver to the Contracting Officer
the interim reports required by (c)(ii) above, or fails to furnish the
written disclosures for all Subject Inventions required by (c)(i) above
shown to be due in accordance with any interim report delivered unc'.er
(c)(ii) or otherwise known to be unreported, there shall be withheld
from payment until the Contractor shall have corrected such failures
either ten percent (10%) of the amount of this contract, as from time
to time amended, or five thousand dollars ('~'(~5,000), whichever is less.
After payment of eighty percent (80%) of the amount of this contract,
as from time to time amended, payment shall be withheld until a reserve
of either ten percent (10%) of such amount, or five thousand dollars
(';5,000), whichever is less, shall have been set aside, such reserve
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or boo. ncee t ereof to be rotaincd until the Contractor shall have
furnis tr: the Contracting Officer:
(1) the final report required by (c)(iii) above;
(ii) written disclosures for all Subject Inventions required
by (c(i) above which are shown to be duo in accordance with interim
reports delivered under (c)(ii) above or in accordance with such final
reports or are otherwise known to be unreported, and
(iii) the infornation as to any subcontractor required by (h)
below, Thu r..axi; iurz anount which nay be withhold under this paragraph
(f) shall not exceed ton percent (10%) of the amount of this contract or
five thousand dollars (?'>5,000), whichever is loss,, and no aaoeait shall
be withheld under this paragraph (f) when the aianunt specified by this
paragraph (f) is being withhold under other provisions of this contract.
The withholding of any ur::ount or subsequent payuent thereof to the
Contractor shall not be construct' as a waiver of any rights accruing to
the Go-erraicnt under this contract. This paragraph (f) shall not be
construed as requiring the Contractor to withhold any eL~c~unts from a
subcontractor to enforce compliance with patent provisions of a subcontract,
(g) The Contractor shall exert all reasonable effort in negotiating
for the inclusion of this Patent Rights clause in any subcontract here-
under of three thousand dollars ("3,000) or i_iere having exp-:.rincnta1,
developmental, or research work as one of its purposes.. In the event of
refusal;, by a subcontractor to accept the Patent Rights clause, the
Contractor shall not proceed with the subcontract without written
authc:r_.ation of the Contracting Officer,, and upon obtaining such
authorizatic.n, shall cooperate with the Govt is crit in tho negotiation
with such subcontractor of an ac.eptablc patent rights clause; provided,
however, that the Contractor sh.L.11 in any event require the subcontractor
to grant to the Go,vernl-ient patent rights under Subject Inventions of no
loss scope and on no loss favorable torus than those which the Contractor
has under such subcontracts, except that in no event shall the subcontractor
be required to grant to the Governr..ent patent rights in excess of those
heroin agreed to be grantecd to the Government by the Contractor,
(h) The Contractor shall, at the earliest practicable date, notify
the Contracting Officer in writing of any subcontract containing a
patent rights clause, furnish the Contracting Officer a copy of such
clause, and notify the Contracting Officer when such subcontract is
coripleted. It is understood that with respect to such subcontract
clause, the Government is a third party beneficiary, and the Contractor
hereby assi fns to the Government all the rights that the Contractor would
have to enforce the subcontractor's obl.igatioi:s for the benefit of the
Govern:=cnt with respect to Subject In=ventions. The Contractor shall net
be obli. atcal to cn.forco the agroonents of any
(CP F Apr, 1G, t 58)
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subcontractor hereunder relating to Subject Inventions.
(i) When the Contractor shows that it has been delayed in
t_.o performance of this contract by reason of its inability to obtain
is: accordance with (g) above a suitable patent rights clause from a
qualified subcontractor for any item or.Aervice required under this
cc-.- `-'act for which the Contractor, itse;f does not have available
fr lities or qualified personnel, the Contractor's delivery dates
s:11 be extended for a period of time equal to the duration of such
clay; and, upon request of the Contractor, the Contracting Officer
shall determine >:.o what extent, if any, an additional extension of
the delivery dates and an increase i . contract prices based upon
additional cost incurred by such delay are proper under the
circumstances; and the contract shall be modified accordingly. If
the Contractor, after exerting all reasonable effort, is Liable to
obtain a qualified subcontractor as set forth above, the Contractor
may submit to the Contracting Officer a written request for waiv.!r or
nc ification of the requirement that a suitable atent rights clause
be included in the subcontract,
Such request shall specifically state that the Contractor has
used all reasonable effort to obtain such qualified subcontractor, and
shall cite the waiv'-r or termination provision hereinafter set forth.
If, within thirty-f:~,e (35) days after the date of receipt of such
request for a waiver or modification of said requirement, the Contracting
Officer shall fail to deny in writing such request, the requirement
shall be deemed to have been waived by the Government. If within such
per3.od the Contractor shall receive a written den-lal of such request by
the Contracting Officer, this contract shall thereupon automatically
ter:iinate and the rights and obligations of the parties shall be govern-
ed by the provisions of the clause of this contract providing for
tc-mination for the convenience of the Government.
21,. GOVERNiiENT PROPERTY (,SPR 13-503 AFPI 7-403.21)
(a) The Government shall deliver to the Contractor, for use in
cor:nection with and under the terms of this contract, the property
described in the Schedule or specifications, together with such related
data and information as the Contractor may request and as may reasonably
be required for the intended use of such property (hereinafter referred
to as "Government-furnished Property"). The delivery or performance
dates for the supplies or services to be furnished by the Contractor
under this contract are based upon, the expectation that Government-
furnished Property suitable for use will be delivered to the Contractor
at the times stated in the Schedule or, if not so stated, in sufficient
time to enable the Contractor to meet such delivery or performance
dates. In the event that Government-furnished Property is not
delivered to the Contractor by such time or times, the Contracting
Officer shall, upon timely written request made by the Contractor,
make a determination of the delay occassioned the Contractor and shall -
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(Aproyed R4r Lease 1999/09/08 : CIA-RDP81 B00879R000900080032-4
 'Approved For Rele 1999/09/08 : CIA-RDP81 B00&9R000900080032-4
(d) The . ovo naont Property provided ur fujrnished pur suant to
the terT:,s of this contract shall, 1~nlcss other" se' ,revidod ho'.rein,
be used, only for the perfcrraance of this c?ntr_.ct.
e) The Contractor shall rain a n and administer, in accorddan.
with sea d industrial practice, a 1 rogr_.m for the maintenance, re-pair
,
protection an,?. pr. eservz.ticn of r;nt pr,5p^r. ty, so as to assure
full
it ~ availability and usef`a::.ness for the perforrr"~rce of this
csntttact, The Contractor shall take all reasonable steps t6, calaply
with all appropriate direction,; or instructions which the Contracting
Cffi_cer ray prescribe as reasonably necessary for the protection cf
?ver r Pot pr. aparty4
(f) (i.) The Contractor shall not be liable for any loss of or
Cd.ari;?ge to the Govarnoont preporty, or for e penses incidental to
such LOSS or damage, except that the Contractor shall he responsible
for any ouch loss gar cringe (includ.ing expenses incidental thereto)
(') Which ;results frog.j w=l~
misconduct or l ck of g^ od faith on
the
net of any of the Contractorts direct*.rs or officers, or on the Part
of any of its managers, superi:_ntenrlents, or other equivalent represen-
ta i rest who have:: s~~ervisi n or direction of (1) all or substantially
aLl of the, Ccntracturis business, or (ii) all or sulsstantial y ~ l
Of the CContractor t s operations at any one plant or separate location
i.rl t:.is contract is being performed, or.. (l:') a sepaxa-Le and
r upTete r-maj?r industrial operation in connection with the performance
of %r csritract.; or (:) which results frcn a failure -c,zi. the part, of
the '; ..i+.,ractor, ',ace, to the willfu_j misconduct or lack of good f, ith
oti t;}, p_r. t of ..ny of ...I's directors, officers, or other representatives
nO-a ,-,roe' in s bp.ar .fir } h (~,) above, (l) to l intain and ac'_rainister,
i_r. r:.ceorrJ.:.r!ce ,ritjj. sound industrial practice, the program for maintenance,
repair, prcteec-tiori and preservation of Goverrr en t property as required
by a' ~.gr -oh (e) hereof, or (fill to take all reasonable steps to cer x,ly
with any .appropriate written directions of the Contr