ࡱ> Jfghijkts Zbjbj]] 47ij7ij 8 ގ"(;":u"u"u"#T#$y{{{{{{{)$##)$)${u"u"4***)$Nu"u"y*)$y**7j qu"@'%w%Cm<e0ގm&&|&xqq&r)$)$*)$)$)$)$)${{)0)$)$)$ގ)$)$)$)$&)$)$)$)$)$)$)$)$)$ m:  91Ƭ Martin has not yet received a definitive prime contract; therefore, this is a preliminary contract Flow-Down document. Clauses may change upon 91Ƭ Martin negotiations of a definitive prime contract. Where necessary, to identify the applicable parties under the following clauses, Contractor shall mean Seller, Contracting Officer shall mean 91Ƭ Martin Procurement Representative, Contract means this subcontract and Government means 91Ƭ Martin. However, the words Government and Contracting Officer do not change: (1) when a right, act, authorization or obligation can be granted or performed only by the Government or the Prime Contract Contracting Officer or duly authorized representative, including but not limited to (i) audit rights to Sellers proprietary business records or (ii) any indemnification or limitation of liability obligation, which obligation shall remain with the Government; (2) when title to property is to be transferred directly to the Government, and (3) when the Government is granted ownership or other rights to Sellers intellectual property or technical data. G. Supplemental Program clauses in full text: Clause NumberClause Text G52.203-002Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (NOV 2022) (a) Definitions. As used in this clause (1) Arising out of a contract with the DoD means any act in connection with (i) Attempting to obtain; (ii) Obtaining; or (iii) Performing a contract or first-tier subcontract of any agency, department, or component of the Department of Defense (DoD). (2) Conviction of fraud or any other felony means any conviction for fraud or a felony in violation of state or Federal criminal statutes, whether entered on a verdict or plea, including a plea of nolo contendere, for which sentence has been imposed. (3) Date of conviction means the date judgment was entered against the individual. (b) Any individual who is convicted after September 29, 1988, of fraud or any other felony arising out of a contract with the DoD is prohibited from serving (1) In a management or supervisory capacity on this contract; (2) On the board of directors of the Contractor; (3) As a consultant, agent, or representative for the Contractor; or (4) In any other capacity with the authority to influence, advise, or control the decisions of the Contractor with regard to this contract. (c) Unless waived, the prohibition in paragraph (b) of this clause applies for not less than 5 years from the date of conviction. (d) 10 U.S.C. 2408 provides that the Contractor shall be subject to a criminal penalty of not more than $500,000 if convicted of knowingly (1) Employing a person under a prohibition specified in paragraph (b) of this clause; or (2) Allowing such a person to serve on the board of directors of the contractor or first-tier subcontractor. (e) In addition to the criminal penalties contained in 10 U.S.C. 2408, the Government may consider other available remedies, such as (1) Suspension or debarment; (2) Cancellation of the contract at no cost to the Government; or (3) Termination of the contract for default. (f) The contractor may submit written requests for waiver of the prohibition in paragraph (b) of this clause to the Contracting Officer. Requests shall clearly identify (1) The person involved; (2) The nature of the conviction and resultant sentence or punishment imposed; (3) The reasons for the requested waiver; and (4) An explanation of why a waiver is in the interest of national security. (g) The contractor agrees to include the substance of this clause, appropriately modified to reflect the identity and relationship of the parties, in all first-tier subcontracts exceeding the simplified acquisition threshold in Part 2 of the Federal Acquisition Regulation, except those for commercial products or commercial services. (h) Pursuant to 10 U.S.C. 2408(c), defense contractors and subcontractors may obtain information as to whether a particular person has been convicted of fraud or any other felony arising out of a contract with the DoD by contacting the Office of Justice Programs, The Denial of Benefits Office, U.S. Department of Justice, telephone 301-937-1542; www.ojp.usdoj.gov/BJA/grant/DPFC.html. (End of clause) G52.203-003Personal Conduct (OCT 2014) (a) (U) Subcontractors shall comply with the conduct requirements in effect at the Governments work site. The Contracting Officer reserves the right to exclude or remove from the work site any employee whom the Government deems careless, uncooperative, or whose continued employment on the work site is deemed by the Government to be contrary to the public interest (b) (U) The Government has a zero tolerance policy for harassing behavior. Any employee determined by the Government to have engaged in harassing behavior shall be immediately escorted from the premises and denied further access to the worksite. (c) (U) Exclusion from the worksite under the circumstances described in this clause shall not relieve the subcontractor from pull performance of the contract, nor will it provide the basis for an excusable delay or any claims against the Government. G52.204-008Notice of Litigation (AUG 2010) (Note 6 applies, except in subparagraph (a)(2).) (a) With respect to litigation to which the contractor is a party relating to this contract (1) The contractor shall, within three business days, notify the Contracting Officer of any litigation filed by a third party (including individuals, organizations, and federal, state, or local governmental entities) or subpoena involving or in any way relating to this contract and/or related subcontracts. Said notice shall include a copy of all documents filed with the court in connection with the litigation or subpoena to the extent such documents are not covered by a court-ordered seal or protective order. (2) The Contracting Officer shall have the right to examine any pertinent documents filed with the court during the conduct of the litigation, and any documents and records provided to the third party in response to the subpoena. (b) The contractor agrees to insert this clause in any subcontract under this contract. (End of clause) G52.204-009 Release of Contract Information (JAN 2020) (Note 6 applies.) Insert the following clause in all solicitations and contracts: (a) Public announcement of this contract award and contract action is prohibited. The contractor shall not use or allow to be used any aspect of this contract for publicity, advertisement, or any other public relations purpose. This obligation will not expire upon completion or termination of this contract but shall continue until rescinded by the U.S. Government. (b) The contractor must obtain the Contracting Officers written approval before publishing a technical paper, making a presentation, or releasing any information based on, referencing, or related to this contract or subcontract. (c) No past performance information regarding this contract shall be provided to any other Government, commercial, or private organization or individual without the express written approval of the Contracting Officer. (d) The contractor agrees to insert this clause in any subcontract under this contract. (End of clause) G52.204-013 Prime Contractors and Subcontractors with Educational Institutions (NOV 2018) (a) Acknowledgement and Approval. All contracts and subcontracts with educational institutions, to include Federally Funded Research and Development Centers and University Affiliated Research Centers managed by an educational institution, require written acknowledgement and approval by a responsible official (e.g., president, chancellor, provost, director, or equivalent senior official) authorized to approve such contracts on behalf of the educational institution. This letter shall acknowledge the involvement of the Intelligence Community with the educational institution and approve the proposed contractual relationship. Those FFRDCs managed by an educational institution are also considered U.S. educational institutions. (b) Subcontracts. The offeror shall submit a copy of the signed letter from the educational institution conforming to the sample letter below in an attachment to its offer. SAMPLE LETTER Dear [Contractor Representative]: Pursuant to Executive Order 12333, this letter acknowledges that I am an official of [name of educational institution] authorized to approve any contract issued by [name of contractor] in support of a U.S. Government Intelligence Agency. I further acknowledge that I am aware that this government agency will be involved in any resulting contract and do hereby, on behalf of [name of educational institution], approve such a contractual relationship. (End of clause) G52.204-015 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities (NOV 2022) (Note 5 applies. SELLER shall provide LOCKHEED MARTIN copies of any reports provided under this clause which relate to the performance of this Contract.) Use the following clause in lieu of FAR clause 52.204-23, in all solicitations and contracts: PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED ENTITIES (AUG 2018) (a) Definitions. As used in this clause  Covered article means any hardware, software, or service that  (1) Is developed or provided by a covered entity; (2) Includes any hardware, software, or service developed or provided in whole or in part by a covered entity; or (3) Contains components using any hardware or software developed in whole or in part by a covered entity. Covered entity means  (1) Kaspersky Lab; (2) Any successor entity to Kaspersky Lab; (3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or (4) Any entity of which Kaspersky Lab has a majority ownership. (b) Prohibition. Section 1634 of Division A of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 11591) prohibits Government use of any covered article. The Contractor is prohibited from  (1) Providing any covered article (including subcontractors at any tier) that the Government will use; and (2) Using any covered article, in the development of data or deliverables first produced in the performance of the contract or order. (c) Reporting requirement. (1) In the event the Contractor identifies a covered article provided, or to be provided, to the Government during contract performance, or if the Contractor is notified of such by a subcontractor at any tier or any other source, the Contractor shall report, in writing, to the Contracting Officer. For indefinite delivery contracts or simplified acquisitions, the Contractor shall report to the Contracting Officer for both the indefinite delivery contract and for any affected orders. (2) The Contractor shall report the following information pursuant to paragraph (c)(1) of this clause: (i) Within one business day from the date of such identification: The contract number; the order number(s), if applicable; supplier name; brand; model number (Original Equipment Manufacturer (OEM) number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within ten business days of submitting the report pursuant to paragraph (c)(1) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered article, any reasons that led to the use or submission of the covered article, and any additional efforts that will be incorporated to prevent future use or submission of covered articles. (d) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (d), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services. (End of clause)G52.204-017Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2022) (Note 4 applies in paragraph (b). Reports required by this clause will be made to LOCKHEED MARTIN.) (a) Definitions. As used in this clause: (1) Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). (2) Covered foreign country means The Peoples Republic of China. (3) Covered telecommunications equipment or services means Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); Telecommunications or video surveillance services provided by such entities or using such equipment; or Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. (4) Critical technology means Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or For reasons relating to regional stability or surreptitious listening; Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). (5) Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of anothers network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. (6) Reasonable inquiry means an inquiry designed to uncover any information in the entitys possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. (7) Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. (8) Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub.L. 115232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2) Reserved. (c) Exceptions. This clause does not prohibit contractors from providing (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services. (End of clause)G52.209-002Foreign Ownership, Control, or Influence (NOV 2022) (a) (U) Definitions. (U) FOCI Information As used in this clause, means a complete set of Foreign Ownership, Control, or Influence (FOCI) documents to include a Standard Form 328, Certificate Pertaining to Foreign Interests (SF 328), an Organizational Entity Structure (OES) form when there is a parent-level entity, and a Key Management Personnel List (KMPL). (b) (U) Pre-Award: The Offeror is required to submit FOCI information. In the case of a corporate family, a contractor or offeror may submit consolidated FOCI information. The OES shall include the complete ownership chain from the highest parent, domestic or foreign, down to any subsidiaries or affiliates the contractor may own. The Offeror is also required to request, collect, and submit the complete FOCI Information from all proposed subcontractors and/or lower-tier subcontractors performing classified work. The Offeror is responsible for the thoroughness and completeness of each subcontractors and/or lower-tier subcontractors FOCI Information. (U) All affirmative answers contained in a SF 328 must explain the identity, nature, degree, and impact on its organization or activities. The Government reserves the right to request additional information. (U) The KMPL must identify the Company Security Officer (CSO) and the required senior management by name, position, social security number, date/place of birth, citizenship status, ownership interest in the company, security clearances and any supplemental information which may be requested. (c) (U) Post-award: The Contractor shall report any changes in FOCI status and KMPL information during the period of performance of this contract for itself and any subcontractors performing classified work. An updated KMPL is required whenever there is a key management personnel change. The documentation shall be submitted to the Contracting Officer. Failure to provide timely notice may result in termination of Government accredited location and this contract. (d) (U) Subcontracts: The contractor shall insert the substance of this clause, including this paragraph (d) in all subcontracts which are performing classified work. The Contractor shall be responsible for compliance by any subcontractor or lower-tier subcontractor with the provisions set forth in paragraph (a) through (d) of this clause. G52.209-003Organizational Conflict of Interest (JUL 2016) (a) The CONTRACTOR warrants that, to the best of its knowledge and belief, there are no relevant facts that could give rise to Organizational Conflicts of Interest, as defined in FAR 9.501. Or, alternatively, the CONTRACTOR warrants that it has disclosed all relevant information regarding any actual or potential organizational conflict of interest. Offerors are encouraged to inform the Contracting Officer of any potential conflicts of interest, including those involving contracts with other foreign or domestic government organizations, before preparing their proposals to determine whether the Government will require mitigation of those conflicts. If the successful offeror was aware, or should have been aware, of an OCI before award of this contract and did not fully disclose that conflict to the Contracting Officer, the Government may terminate the contract for default. (b) If during contract performance the contractor discovers an OCI involving this contract, the contractor agrees to make an immediate and full disclosure in writing to the Contracting Officer. Such notification will include a description of the action the contractor and/or subcontractor has taken or proposes to take to avoid, neutralize, or mitigate the conflict. The contractor will continue contract performance until notified by the Contracting Officer of any contrary actions to be taken. The Government may terminate this contract for its convenience if it deems such termination to be in the best interest of the Government. (c) The contractor shall inform the Contracting Officer of any activities, efforts, or actions planned, entered into, or on-going by the contractor or any other corporate entity of the contractor, at the prime or sub-contract level, involving the review of information or providing any advice, assistance, or support to foreign or domestic government agencies, entities, or units. The contractor shall provide detailed information to the Contracting Officer as to the specifics of the situation immediately upon its recognition. Based on the severity of the conflict, the Contracting Officer may direct the contractor to take certain actions, revise current work effort, or restrict the contractor's future participation in Government contracts as may be necessary to appropriately neutralize, mitigate, or avoid the OCI. (d) If necessary to mitigate OCI concerns, or when directed to do so by the Contracting Officer, the contractor shall submit an OCI plan for approval. The plan must describe how the contractor will mitigate, neutralize, or avoid potential and/or actual conflicts of interest or unfair competitive advantages. After approval of the OCI plan, the contractor must conduct a yearly self-assessment and submit an annual certification of compliance with the terms of the plan signed by a corporate official at the level of Vice President or above. The contractor shall submit a revised OCI plan for approval whenever corporate, contractual, or personnel changes create or appear to create new OCI concerns, or when directed to do so by the Contracting Officer. (e) The contractor shall insert a clause containing all the requirements of this clause in all subcontracts for work similar to the services provided by the prime contractor. (f) Before this contract is modified to add new work or to significantly increase the period of performance, the contractor agrees to submit an OCI disclosure or representation if requested by the Government. (g) The contractor shall allow the Government to review the contractor's compliance with these provisions or require such self-assessments or additional certifications as the Government deems G52.209-005Protection of Information (DEC 2011) (Insert in paragraph (b) 91Ƭ Martin Procurement Representative after Contracting Officer; Insert in Paragraphs (d) and (e) 91Ƭ Martin after Government. Applies if this contract is for development work that will require development contractors to interact with and/or furnish information to other development contractors that require access to sensitive or proprietary information.) (a) It is the Government's intent to ensure proper handling of sensitive information that will be provided to, or developed by, the contractor during contract performance. It is also the Government's intent to protect the proprietary rights of industrial contractors whose data the contractor may receive in fulfilling its contractual commitments hereunder. (b) Accordingly, the contractor agrees that it shall not disclose, divulge, discuss, or otherwise reveal information to anyone or any organization not authorized access to such information. The contractor shall require each individual requiring access to sensitive or proprietary information, including each of its current and future employees assigned to work under this contract, and each subcontractor and its current and future employees assigned to work on subcontracts issued hereunder, to execute an implementing nondisclosure agreement (NDA) before granting access to such information. The contractor shall make these individual agreements (or a listing of the employees executing such an agreement) available to the Contracting Officer upon request. These restrictions do not apply to such information after the U.S. Government has released it to the contractor community, either in preparation for or as part of a future procurement, or through such means as dissemination at Contractor Industrial Forums. (c) The contractor shall include in each subcontract a clause requiring compliance by the subcontractor and succeeding levels of subcontractors with the terms and conditions herein. (d) The contractor shall indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of data with restrictive legends received in performance of this contract by the contractor or any person to whom the contractor has released or disclosed the data. (e) The contractor shall allow the Government to review contractor compliance with these provisions or require such self-assessments or additional certifications as the Government deems appropriate. (End of clause) G52.209-006Enabling Clause for Prime and Support Contractor Relationships (OCT 2011) (a) The Government currently has, or may enter into, contracts with one or more of the following companies, the primary purpose of which is to furnish independent and impartial advice or technical assistance directly to the Government in support of the Governments management and oversight of a program or effort. These companies (hereafter referred to as support contractors), are obligated by the terms of clause G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, incorporated into their respective contracts, and/or by separate non-disclosure, confidentiality, proprietary information, or similar agreements to safeguard the sensitive and proprietary information of other contractors, subcontractors, suppliers, and vendors to which they have access. The names of the support contractors to the Government will be provided upon request. (b) In the performance of this contract, the contractor agrees to cooperate with the companies listed above. Cooperation includes, but is not limited to, allowing the listed support contractors to attend meetings; observe technical activities; discuss with the contractor technical matters related to this program at meetings or otherwise; and access contractor integrated data environments and facilities used in the performance of the contract. (c) The contractor must provide the support contractors access to data such as, but not limited to, design and development analyses; test data, procedures, and results; research, development, and planning data; parts, equipment, and process specifications; testing and test equipment specifications; quality control procedures; manufacturing and assembly procedures; schedule and milestone data; and other contract data. To fulfill contractual requirements to the Government, support contractors engaged in general systems engineering and integration efforts and technical support are normally authorized access to information pertaining to this contract. Exceptions, such as when the contractor seeks to restrict access to contractor trade secrets, will be handled on a case-by-case basis. If the contractor seeks to limit distribution of data to Government personnel only, the contractor must submit this request in writing to the Contracting Officer. (d) The contractor further agrees to include in all subcontracts, except for those to provide only commercial and/or non-developmental items, a clause requiring the subcontractor and succeeding levels of subcontractors to comply with the response and access provisions of paragraph (b) above, subject to coordination with the contractor. This clause does not relieve the contractor of the responsibility to manage the subcontracts effectively and efficiently, nor is it intended to establish privity of contract between the Government or support contractors and such subcontractors. (e) The contractor and its subcontractors are not required to take contractual direction from support contractors. (f) Clauses G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends, and G52.209-008, which will be incorporated into all Government support contracts for this prime contract, require the support contractors to protect data and software related to this contract, and prohibit them from using such data for any purpose other than performance of the support contract. (g) Support contractors shall protect the proprietary information of disclosing contractors, subcontractors, suppliers, and vendors in accordance with clause G52.209-008. Because this clause provides that such disclosing contractors, subcontractors, suppliers, and vendors are intended to be third-party beneficiaries, all such disclosing parties agree that these terms satisfy the non-disclosure agreement requirements set forth in 10 U.S.C. 2320(f)(2)(B). Accordingly, the contractor may only enter into a separate non-disclosure, confidentiality, proprietary information, or similar agreement with a disclosing party on an exception basis, and only after notifying the Contracting Officer. The Government and the disclosing contractors, subcontractors, suppliers, and vendors agree to cooperate to ensure the execution of any non-disclosure agreement does not delay or inhibit performance of this contract, and the Government shall require support contractors to do the same. Such agreements shall not otherwise restrict any rights due the Government under this contract. Separate non-disclosure agreements may be executed only in the following exceptional circumstances: (1) The support contractor is a direct competitor of the disclosing party in furnishing end items or services of the type developed or produced for the program or effort; (2) The support contractor will require access to extremely sensitive business data; or (3) Other unique business situations exist in which the disclosing party can clearly demonstrate that clause G52.209-008 does not adequately protect their competitive interests. (h) Any proprietary information furnished to support contractors shall be: (1) Disclosed in writing and clearly marked "proprietary" or with other words of similar meaning; or (2) Disclosed orally or visually (for instance, during a plant tour, briefing, or demonstration) and identified as proprietary information at the time of the oral or visual disclosure by the Government or a disclosing party. The support contractors shall treat all such information as proprietary unless within fifteen (15) days the support contractor coordinates with the Government or disclosing party to obtain a written version of the proprietary information and determine the extent of the proprietary claims; or (3) Disclosed by electronic transmission (e.g., facsimile, electronic mail, etc.) in either human readable form or machine readable form, and the contractor marks it electronically as proprietary within the electronic transmissions, such marking to be displayed in human readable form along with any display of the proprietary information; or (4) Disclosed by delivery of an electronic storage medium or memory device, and the contractor marks the storage medium or memory device itself as containing proprietary information and electronically marks the stored information as proprietary, such marking to be displayed in human readable form along with any display of the proprietary information. (i) The contractor agrees not to hold the support contractor liable for unauthorized disclosure of proprietary information if it can be demonstrated in written documentation or other competent evidence that the information was: (1) Already known to the support contractor without restriction on its use or disclosure at the time of its disclosure by the disclosing party; (2) In the public domain or becomes publicly known through no wrongful act of the support contractor; (3) Proprietary information disclosed by the support contractor with the contractors prior written permission; (4) Independently developed by the support contractor, subsequent to its receipt, without the use of any proprietary information; (5) Disclosed to the support contractor by a third party who was legally entitled to disclose the same and who did not acquire the proprietary information from the disclosing party; or (6) Specifically provided in writing by the U.S. Government to the support contractor with an unlimited rights license; or (7) Disclosed by the support contractor as required by law, regulatory or legislative authority, including subpoenas, criminal or civil investigative demands, or similar processes, provided the support contractor provides the disclosing party that originated the proprietary information with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy, and provided that, in the absence of a timely protective order, the support contractor furnishes only that minimum portion of the proprietary information that is legally required. (j) Any notice to the support contractor(s) required or contemplated under the provisions of this clause or clause G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, shall be in writing and shall be deemed to have been given on: (1) The date received if delivered personally or by overnight courier; (2) The third day after being deposited in the U.S. mail, postage prepaid; or (3) The date sent if sent by facsimile transmission or e-mail with a digital copy. (k) The Government and contractor agree to cooperate in resolving any unauthorized disclosure or misuse of proprietary information by a support contractor. This shall not be construed as requiring the contractor to conduct an inquiry into an unauthorized disclosure or misuse, or as authorizing the allocation of costs for such an inquiry directly to this contract. Any costs incurred by the contractor in said fact-finding efforts may be allowable and allocable upon determination of the Contracting Officer after adjudicating the circumstances related to any unauthorized disclosures or misuse. (End of clause) G52.215-014Cost Estimating System Requirements (JAN 2005) (Applies to Contracts when cost and pricing data are provided) (a) Definition. Estimating system means the contractor's policies, procedures, and practices for generating estimates of costs and other data included in proposals submitted to customers in the expectation of receiving contract awards. The estimating system includes the contractor's organizational structure; established lines of authority, duties, and responsibilities; internal controls and managerial reviews; workflow, coordination, and communication; and estimating methods, techniques, accumulation of historical costs, and other analyses used to generate cost estimates. (b) General. (1) The contractor shall establish, maintain, and comply with an estimating system that is consistently applied and produces reliable, verifiable, supportable, and documented cost estimates that are an acceptable basis for negotiation of fair and reasonable prices. (2) The system should be consistent and integrated with the contractor's related management systems, and subject to applicable financial control systems. (c) Applicability. Paragraphs (d) and (e) of this clause apply if the contractor is a large business or received, in its fiscal year preceding award of this contract, Government prime contracts or subcontracts totaling $50 million or more for which certified cost or pricing data were required. (d) System Requirements. (1) The contractor shall disclose its estimating system to the Government in writing. If the contractor wants the Government to protect this information as privileged or confidential, the contractor must mark the documents with the appropriate legends before submission. (2) An estimating system disclosure is adequate when the contractor documentation accurately describes those policies, procedures, and practices that the contractor currently uses to prepare cost proposals, and provides sufficient detail for the Government to reasonably make an informed judgment regarding the adequacy of the contractor's estimating practices. (3) The contractor shall comply with its disclosed estimating system, and disclose significant changes to the cost estimating system to the Government on a timely basis. (e) Estimating System Deficiencies. (1) The contractor shall respond to a written report from the Government which identifies deficiencies in the contractor's estimating system as follows: (i) If the contractor agrees with the report findings and recommendations, the contractor shall, within 30 days, state its agreement in writing, and, within 60 days, correct the deficiencies or submit a corrective action plan proposing milestones and actions leading to elimination of the deficiencies. (ii) If the contractor disagrees with the report, the contractor shall, within 30 days, state its rationale for disagreeing. (2) The Government will evaluate the contractor's response and notify the contractor of the determination concerning remaining deficiencies and/or the adequacy of any proposed or completed corrective action. (End of clause)G52.219-001Utilization of Small Business Concerns (DEC 2011) (a) It is the policy of the United States that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable opportunity to participate in performing contracts let by any Federal Agency, including contracts and subcontracts for subsystems, assemblies, components and related services for major systems. It is further the policy of the United States that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns. (b) The contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The contractor further agrees to cooperate in any studies or surveys as may be conducted by the Contracting Officer or his representative as may be necessary to determine the extent of the contractor's compliance with this clause. (c) Definitions. As used in this contract HubZone Small Business Concern means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. Service-disabled Veteran-owned Small Business Concern-- (1) Means a small business concern (i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. (2) Service-disabled Veteran means a veteran, as defined in 38 U.S.C.101 (2), with a disability that is service-connected, as defined in 38 U.S.C.101 (16). Small Business Concern means a small business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. Small Disadvantaged Business Concern means a small business concern that represents, as part of its offer that (1) (i) It has received certification as a small disadvantaged business concern consistent with 13 CFR part 124, subpart B; (ii) No material change in disadvantaged ownership and control has occurred since its certification; (iii) Where the concern is owned by one or more individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth at 13 CFR 124.104(c)(2); and (iv) It is identified, on the date of its representation, as a certified small disadvantaged business in the Central Contractor Registration (CCR) Dynamic Small Business Search database maintained by the Small Business Administration, or (2) It represents in writing that it qualifies as a small disadvantaged business (SDB) for any Federal subcontracting program, and believes in good faith that it is owned and controlled by one or more socially and economically disadvantaged individuals and meet the SDB eligibility criteria of 13 CFR 124.1002. Veteran-owned Small Business Concern means a small business concern (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C.101 (2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and (2) The management and daily business operations of which are controlled by one or more veterans. Women-owned Small Business Concern means a small business concern (1) That is at least 51 percent owned by one or more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and (2) Whose management and daily business operations are controlled by one or more women. (d) (1) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a HUBZone small business concern, a small disadvantaged business concern, or a women-owned small business concern. (2) The contractor shall confirm that a subcontractor representing itself as a HUBZone small business concern is certified by SBA as a HUBZone small business concern by accessing the CCR database at  HYPERLINK "http://www.sba.gov/hubzone" http://www.sba.gov/hubzone. (End of clause) G52.219-002 Small Business Subcontracting Plan (OCT 2015) (Applies if this Contract exceeds $700,000 and Contractor is not a small business. Note 2 applies. The Contractors subcontracting plan is incorporated herein by reference.) (a) This clause does not apply to small business concerns. (b) Definitions. As used in this clause Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) and which is considered a minority and economically disadvantaged concern under the criteria at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C. 1626(e)(2). Commercial Item means a product or service that satisfies the definition of commercial item in section 2.101 of the Federal Acquisition Regulation. Commercial Plan means a subcontracting plan (including goals) that covers the offerors fiscal year and that applies to the entire production of commercial items sold by either the entire company or a portion thereof (e.g., division, plant, or product line). Indian Tribe means any Indian tribe, band, group, pueblo, or community, including native villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 et seq.), that is recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic enterprises that meet the requirements of 25 U.S.C. 1452(e). Individual Contract Plan means a subcontracting plan that covers the entire contract period (including option periods), applies to a specific contract, and has goals that are based on the offerors planned subcontracting in support of the specific contract, except that indirect costs incurred for common or joint purposes may be allocated on a prorated basis to the contract. Master Plan means a subcontracting plan that contains all the required elements of an individual contract plan, except goals, and may be incorporated into individual contract plans, provided the master plan has been approved. Subcontract means any agreement (other than one involving an employer-employee relationship) entered into by a Federal Government prime contractor or subcontractor calling for supplies or services required for performance of the contract or subcontract. (c) The offeror, upon request by the Contracting Officer, shall submit and negotiate a subcontracting plan, where applicable, that separately addresses subcontracting with small business, service-disabled veteran-owned small business, HUBZone small business concerns, small disadvantaged business, and women-owned small business concerns. If the offeror is submitting an individual contract plan, the plan must separately address subcontracting with small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns, with a separate part for the basic contract and separate parts for each option (if any). The plan shall be included in and made a part of the resultant contract. The subcontracting plan shall be negotiated within the time specified by the Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the offeror ineligible for award of a contract. (d) The offeror's subcontracting plan shall include the following: (1) Goals, expressed in terms of percentages of total planned subcontracting dollars, for the use of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns as subcontractors. The offeror shall include all subcontracts that contribute to contract performance, and may include a proportionate share of products and services that are normally allocated as indirect costs. In accordance with 43 U.S.C. 1626: (i) Subcontracts awarded to an ANC or Indian tribe shall be counted towards the subcontracting goals for small business and small disadvantaged business (SDB) concerns, regardless of the size or Small Business Administration certification status of the ANC or Indian tribe. (ii) Where one or more subcontractors are in the subcontract tier between the prime contractor and the ANC or Indian tribe, the ANC or Indian tribe shall designate the appropriate contractor(s) to count the subcontract towards its small business and small disadvantaged business subcontracting goals. (A) In most cases, the appropriate contractor is the contractor that awarded the subcontract to the ANC or Indian tribe. (B) If the ANC or Indian tribe designates more than one contractor to count the subcontract toward its goals, the ANC or Indian tribe shall designate only a portion of the total subcontract award to each contractor. The sum of the amounts designated to various contractors cannot exceed the total value of the subcontract. (C) The ANC or Indian tribe shall give a copy of the written designation to the Contracting Officer, the prime contractor, and the subcontractors in between the prime contractor and the ANC or Indian tribe within 30 days of the date of the subcontract award. (D) If the Contracting Officer does not receive a copy of the ANCs or the Indian tribes written designation within 30 days of the subcontract award, the contractor that awarded the subcontract to the ANC or Indian tribe will be considered the designated contractor. (2) A statement of-- (i) Total dollars planned to be subcontracted for an individual contract plan; or the offerors total projected sales, expressed in dollars, and the total value of projected subcontracts to support the sales for a commercial plan; (ii) Total dollars planned to be subcontracted to small business concerns (including ANC and Indian tribes); (iii) Total dollars planned to be subcontracted to veteran-owned small business concerns; (iv) Total dollars planned to be subcontracted to service-disabled veteran-owned small business; (v) Total dollars planned to be subcontracted to HUBZone small business concerns; (vi) Total dollars planned to be subcontracted to small disadvantaged business concerns (including ANC and Indian tribes); and (vii) Total dollars planned to be subcontracted to women-owned small business concerns. (3) A description of the principal types of supplies and services to be subcontracted, and an identification of the types planned for subcontracting to (i) Small business concerns; (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns; and (vi) Women-owned small business concerns. (4) A description of the method used to develop the subcontracting goals in paragraph (d)(1) of this clause. (5) A description of the method used to identify potential sources for solicitation purposes (e.g., existing company source lists, the Central Contractor Registration database (CCR), veterans service organizations, the National Minority Purchasing Council Vendor Information Service, the Research and Information Division of the Minority Business Development Agency in the Department of Commerce, or small, HUBZone, small disadvantaged, and women-owned small business trade associations). A firm may rely on the information contained in CCR as an accurate representation of a concerns size and ownership characteristics for the purposes of maintaining a small, veteran-owned small, service-disabled veteran-owned small, HUBZone small, small disadvantaged, and women-owned small business source list. Use of CCR as its source list does not relieve a firm of its responsibilities (e.g., outreach, assistance, counseling, or publicizing subcontracting opportunities) in this clause. (6) A statement as to whether or not the offeror included indirect costs in establishing subcontracting goals, and a description of the method used to determine the proportionate share of indirect costs to be incurred with (i) Small business concerns(including ANC and Indian tribes); (ii) Veteran-owned small business concerns; (iii) Service-disabled veteran-owned small business concerns; (iv) HUBZone small business concerns; (v) Small disadvantaged business concerns (including ANC and Indian tribes); and (vi) Women-owned small business concerns. (7) The name of the individual employed by the offeror who will administer the offeror's subcontracting program, and a description of the duties of the individual. (8) A description of the efforts the offeror will make to assure that small business, veteran-owned small business, service-disabled veteran-owned small business HUBZone small business, small disadvantaged business, and women-owned small business concerns have an equitable opportunity to compete for subcontracts. (9) Assurances that the offeror will include the clause of this contract entitled Utilization of Small Business Concerns in all subcontracts that offer further subcontracting opportunities, and that the offeror will require all subcontractors (except small business concerns) that receive subcontracts in excess of $700,000 ($1,500,000 for construction of any public facility) with further subcontracting possibilities to adopt a subcontracting plan that complies with the requirements of this clause. (10) Assurances that the offeror will cooperate in any studies or surveys as may be required by the contracting agency in order to determine the extent of compliance by the offeror with the subcontracting plan. (11) A description of the types of records that will be maintained concerning procedures that have been adopted to comply with the requirements and goals in the plan, including establishing source lists; and a description of the offerors efforts to locate small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns and award subcontracts to them. The records shall include at least the following (on a plant-wide or company-wide basis, unless otherwise indicated): (i) Source lists (e.g., CCR), guides, and other data that identify small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns. (ii) Organizations contacted in an attempt to locate sources that are small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, or women-owned small business concerns. (iii) Records on each subcontract solicitation resulting in an award of more than $150,000, indicating-- (A) Whether small business concerns were solicited and, if not, why not; (B) Whether veteran-owned small business concerns were solicited and, if not, why not; (C) Whether service-disabled veteran-owned small business concerns were solicited and, if not, why not; (D) Whether HUBZone small business concerns were solicited and, if not, why not; (E) Whether small disadvantaged business concerns were solicited and, if not, why not; (F) Whether women-owned small business concerns were solicited and, if not, why not; and (G) If applicable, the reason award was not made to a small business concern. (iv) Records of any outreach efforts to contact-- (A) Trade associations; (B) Business development organizations; (C) Conferences and trade fairs to locate small, HUBZone small, small disadvantaged, and women-owned small business sources; and (D) Veterans service organizations. (v) Records of internal guidance and encouragement provided to buyers through-- (A) Workshops, seminars, training, etc.; and (B) Monitoring performance to evaluate compliance with the programs requirements. (vi) On a contract-by-contract basis, records to support award data submitted by the offeror to the Government, including the name, address, and business size of each subcontractor. Contractors having commercial plans need not comply with this requirement. (e) In order to effectively implement this plan to the extent consistent with efficient contract performance, the contractor shall perform the following functions: (1) Assist small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns by arranging solicitations, time for the preparation of bids, quantities, specifications, and delivery schedules so as to facilitate the participation by such concerns. Where the contractor's lists of potential small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business subcontractors are excessively long, reasonable effort shall be made to give all such small business concerns an opportunity to compete over a period of time. (2) Provide adequate and timely consideration of the potentialities of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business concerns in all make-or-buy decisions. (3) Counsel and discuss subcontracting opportunities with representatives of small business, veteran-owned small business, service-disabled veteran-owned small business, HUBZone small business, small disadvantaged business, and women-owned small business firms. (4) Confirm that a subcontractor representing itself as a HUBZone small business concern is identified as a certified HUBZone small business concern by accessing the CCR database. (5) Provide notice to subcontractors concerning penalties and remedies for misrepresentations of business status as small, veteran-owned small business, HUBZone small, small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract that is to be included as part or all of a goal contained in the contractors subcontracting plan. (6) For all competitive subcontracts over the simplified acquisition threshold in which a small business concern received a small business preference, upon determination of the successful subcontract offeror, the contractor must inform each unsuccessful small business subcontract offeror in writing of the name and location of the apparent successful offeror prior to award of the contract. (f) A master plan on a plant or division-wide basis that contains all the elements required by paragraph (d) of this clause, except goals, may be incorporated by reference as a part of the subcontracting plan required of the offeror by this clause; provided-- (1) The master plan has been approved, (2) The offeror ensures that the master plan is updated as necessary and provides copies of the approved master plan, including evidence of its approval, to the Contracting Officer; and (3) Goals and any deviations from the master plan deemed necessary by the Contracting Officer to satisfy the requirements of this contract are set forth in the individual subcontracting plan. (g) A commercial plan is the preferred type of subcontracting plan for contractors furnishing commercial items. The commercial plan shall relate to the offerors planned subcontracting generally, for both commercial and Government business, rather than solely to the Government contract. Once the contractors commercial plan has been approved, the Government will not require another subcontracting plan from the same contractor while the plan remains in effect, as long as the product or service being provided by the contractor continues to meet the definition of a commercial item. (h) Prior compliance of the offeror with other such subcontracting plans under previous contracts will be considered by the Contracting Officer in determining the responsibility of the offeror for award of the contract. (i) A contract may have no more than one plan. When a modification meets the criteria in FAR 19.702 for a plan, or an option is exercised, the goals associated with the modification or option shall be added to those in the existing subcontract plan. (j) Subcontracting plans are not required from subcontractors when the prime contract contains FAR Clause 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive OrdersCommercial Items, or when the subcontractor provides a commercial item subject to FAR Clause 52.244-6, Subcontracts for Commercial Items, under a prime contract. (k) The failure of the contractor or subcontractor to comply in good faith with-- (1) The clause of this contract entitled Utilization of Small Business Concerns; or (2) An approved plan required by this clause, shall be a material breach of the contract. (End of clause) G52.223-006Contractor Compliance with Environmental, Occupational Safety and Health, and System Safety Requirements (OCT 1997) (Note 7 applies) (a) In performing work under this contract, the contractor shall comply with- (1) All applicable Federal, State, and local environmental, occupational safety and health, and system safety laws, regulations, policies and procedures in effect as of the date the contract is executed; (2) Any regulations, policies and procedures in effect at any Government facility where work will be performed; (3) Any contract specific requirements; and (4) Any Contracting Officer direction. (b) Conflicting Requirements. The contractor shall provide written notification to the Contracting Officer of any conflicts in requirements. The notification will describe the conflicting requirements and their source; provide an estimate of any impact to the contracts cost, schedule, and any other terms and conditions; and provide a recommended solution. The notification will also identify any external organizations that the Contracting Officer or the contractor may have to coordinate with in order to implement the solution. The Contracting Officer will review the notification and provide written direction. Until the Contracting Officer issues that direction, the contractor will continue performance of the contract, to the extent practicable, giving precedence in the following order to requirements that originate from: (1) Federal, state, and local laws, regulations, policies and procedures; (2) Government facility regulations, policies and procedures; and (3) Contract specific direction. (c) Material Condition of Contract. Environmental, occupational safety and health, and system safety requirements are a material condition of this contract. Failure of the contractor to maintain and administer an environmental and safety program that is compliant with the requirements of this contract shall constitute grounds for termination for default. (End of clause) G52.225-003Export Controlled Items (NOV 2018) (a) Definition. Export-controlled items, as used in this clause, means items subject to the Export Administration Regulations (EAR) (15 CFR Parts 730-774) or the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130). The term includes: (1) Defense items, defined in the Arms Export Control Act, 22 U.S.C. 2778(j)(4)(A), as defense articles, defense services, and related technical data, and further defined in the ITAR, 22 CFR Part 120. (2) Items, defined in the EAR as commodities, software, and technology, terms that are also defined in the EAR, 15 CFR 772.1. (b) The Contractor shall comply with all applicable laws and regulations regarding export-controlled items, including, but not limited to, the requirement for contractors to register with the Department of State in accordance with the ITAR. The Contractor shall consult with the Department of State regarding any questions relating to compliance with the ITAR and shall consult with the Department of Commerce regarding any questions relating to compliance with the EAR. (c) The Contractor's responsibility to comply with all applicable laws and regulations regarding export-controlled items exists independent of, and is not established or limited by, the information provided by this clause. (d) Nothing in the terms of this contract adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations, including but not limited to (1) The Export Administration Act of 1979, as amended (50 U.S.C. App. 2401, et seq.); (2) The Arms Export Control Act (22 U.S.C. 2751, et seq.); (3) The International Emergency Economic Powers Act (50 U.S.C. 1701, et seq.); (4) The Export Administration Regulations (15 CFR Parts 730-774); (5) The International Traffic in Arms Regulations (22 CFR Parts 120-130); and (6) Executive Order 13222, as extended. (e) The Contractor shall include the substance of this clause, including this paragraph (e), in all subcontracts. (End of clause) G52.227-001Technical Data and Computer Software: Commercial Product and Commercial Service (NOV 2022) (Rights shall flow to the Government. LOCKHEED MARTIN is granted a limited license to use data and software for this program.) (a) Definitions. As used in this clause: (1) Business data means recorded information, regardless of the form or method of the recording, including specific business data contained in a computer database, of a financial, administrative, cost or pricing, or management nature, or other information incidental to contract administration or protected from disclosure under the Freedom of Information Act, 5 U.S.C. 552(b)(4). (2) Commercial product and commercial service have the meanings defined in FAR 2.101. (3) Computer database means a collection of data recorded in a form capable of being processed and operated by a computer. The term does not include computer software. (4) Computer program means a set of instructions, rules, or routines, recorded in a form that is capable of causing a computer to perform a specific operation or series of operations. (5) Computer software means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. The term does not include computer databases or computer software documentation. (6) Computer software documentation means owners manuals, users manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using or maintaining the computer software. (7) Form, fit, and function data means technical data that describes the required overall physical, functional, and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items. For computer software it means data identifying source, functional characteristics, and performance requirements, but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. (8) Technical data means recorded information (regardless of the form or method of the recording, including computer databases) of a scientific or technical nature (including computer software documentation). The term includes recorded information of a scientific or technical nature that is included in computer databases. (See 41 U.S.C. 403(8)). This term does not include computer software or business data. (b) License in Commercial Technical Data. (1) The Government shall have the unrestricted right to use, modify, reproduce, release, perform, display, or disclose technical data relating to a commercial product or commercial service, and to permit others to do so, that: (i) Have been provided to the Government or others without restrictions on use, modification, reproduction, release, or further disclosure other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the technical data to another party, or the sale or transfer of some or all of a business entity or its assets to another party; (ii ) Are form, fit, and function data; (iii) Are a correction or change to technical data furnished to the contractor by the Government; (iv) Are necessary for operation, maintenance, installation, or training (other than detailed manufacturing or process data); or (v) Have been provided to the Government under a prior contract or licensing agreement through which the Government has acquired the rights to use, modify, reproduce, release, perform, display, or disclose technical data without restrictions. (2) Except as provided in paragraph (b)(1), the Government may use, modify, reproduce, release, perform, display, or disclose technical data within the Government only. (3) The Government shall not use the technical data to manufacture additional quantities or release, perform, display, disclose, or authorize use of the technical data outside the Government without the contractor's written permission unless a release, disclosure, or permitted use is necessary for emergency repair or overhaul of the commercial products furnished under this contract, or for performance of work by Government support contractors. (c) License in Commercial Computer Software. Commercial computer software and commercial computer software documentation shall be acquired under the licenses customarily provided to the public unless such licenses are inconsistent with federal procurement law or do not otherwise satisfy user needs. The Government shall have only the rights specified in the license under which the commercial computer software and commercial computer software documentation was obtained. Such license shall be attached to and made a part of this contract. (d) Additional License Rights. The contractor and its subcontractors are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose technical data or computer software. However, if the Government desires to obtain additional rights in technical data or computer software, the contractor agrees to promptly enter into negotiations with the Contracting Officer to determine whether acceptable terms for transferring such rights can be reached. All technical data and computer software in which the contractor grants the Government additional rights shall be listed or described in a special license agreement made part of this contract. The license shall specifically enumerate the additional rights granted the Government. (e) Release From Liability. The contractor agrees that the Government, and other persons to whom the Government may have released or disclosed technical data or computer software delivered or otherwise furnished under this contract, shall have no liability for any release or disclosure of technical data or computer software that are not marked to indicate that such data are licensed data subject to use, modification, reproduction, release, performance, display, or disclosure restrictions. (End of clause) G52.227-002Rights in Technical Data and Computer Software: Noncommercial Items (FEB 2011) (Note 3 applies. This clause applies if any technical data or computer software for noncommercial items is to be obtained from Contractor, its subcontractors or its suppliers for delivery to the Government under this Contract. Rights shall flow to the Government. LOCKHEED MARTIN is granted a limited license to use data and software for this program.) (a) Definitions. As used in this clause: (1) Business data means recorded information, regardless of the form or method of the recording, including specific business data contained in a computer database, of a financial, administrative, cost or pricing, or management nature, or other information incidental to contract administration or protected from disclosure under the Freedom of Information Act, 5 U.S.C. 552(b)(4). (2) Computer data base means a collection of data recorded in a form capable of being processed and operated by a computer. The term does not include computer software. (3) Computer program means a set of instructions, rules, or routines, recorded in a form that is capable of causing a computer to perform a specific operation or series of operations. (4) Computer software means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer databases or computer software documentation. (5) Computer software documentation means owners manuals, users manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using or maintaining the software. (6) Delivery means the formal act of transferring technical data, computer software, or business data to the Government as expressly delineated in the contract (including, but not limited to the Contract Data Requirements List, the statement of work, or elsewhere in the contract), in accordance with a specified schedule. (7) Detailed manufacturing or process data means technical data and computer software that describes the steps, sequences, and conditions of manufacturing, processing, or assembly used by the manufacturer to produce an item or component, or to perform a process. (8) Developed means that an item, component, or process, or an element of computer software has been shown through sufficient analysis or test to demonstrate to one of ordinary skill in the applicable art that there is a reasonable probability that the item, component, process, or element of computer software will work or perform its intended application, function, or purpose. (9) Developed exclusively at private expense means development was accomplished entirely with costs charged to indirect cost pools, costs not allocated to a Government contract, or any combination thereof. Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling price of the contract, the additional development costs necessary to complete development shall not be considered when determining whether development was at Government, private, or mixed expense. Private expense determinations should be made at the lowest practicable level. (10) Developed exclusively with Government funds means all the costs of development were charged directly to a Government contract. (11) Developed with mixed funding means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a Government contract, and partially with costs charged directly to a Government contract. (12) Form, fit, and function data means technical data that describes the required overall physical, functional, and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items. For computer software it means data identifying source, functional characteristics, and performance requirements, but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. (13) Government purpose means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign Governments or international organizations. Government purposes include providing technical data and computer software for use in a competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data and computer software for commercial purposes or authorize others to do so. (14) Technical data means recorded information (regardless of the form or method of the recording, including computer databases) of a scientific or technical nature (including computer software documentation). The term includes recorded information of a scientific or technical nature that is included in computer databases (See 41 U.S.C. 403(8)). This term does not include computer software or business data. (b) Government Rights in Technical Data and Computer Software. (1) Government purpose rights means the rights to use, modify, reproduce, release, perform, display, or disclose technical data or computer software within the Government without restriction, to release or disclose technical data or computer software outside the Government, and to authorize persons to whom release has been made to use, modify, reproduce, perform, or display that technical data or computer software, provided that the recipient exercises such rights for Government purposes only. (i) The Government shall have Government purpose rights for a five-year period after contract completion or for such other period as may be mutually negotiated. Upon expiration of the five-year or other negotiated period, the Government shall have unlimited rights in the technical data or computer software. (ii) The contractor has the exclusive right, including the right to license others, to use technical data or computer software in which the Government has obtained Government purpose rights under this contract, for any commercial purpose during the time period specified in paragraph (b)(1)(i) above and/or in the Government purpose rights legend prescribed by this clause. (iii) The Government shall have Government purpose rights in technical data or computer software delivered under this contract that: (A) Pertain to items, components, computer software, or processes developed with mixed funding, except when the Government is entitled to unlimited rights; (B) Were created with mixed funding in the performance of a contract that does not specifically require the development, manufacture, construction, or production of items, components, computer software, or processes; (C) The contractor has previously or is currently providing with Government purpose rights under another Government contract; or (D) The parties have agreed shall be delivered with Government purpose rights. (iv) The Government may release the technical data or computer software to any third party as described in paragraph (b)(1) above if: (A) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; (B) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. When clause G52.209-008 is used, additional non-disclosure, confidentiality, proprietary information, or similar agreements may be required by the owner of the technical data or computer software, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data or computer software. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution. (C) The Government and contractor agree to cooperate to ensure that execution of any additional agreements shall not delay or inhibit performance of this contract. Such agreements shall not otherwise restrict any rights due the Government under this contract; (2) Limited rights means the rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. (i) The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce, release, or disclose such data, or authorize the use or reproduction of the data by persons outside the Government if such reproduction, release, disclosure, or use is: (A) Necessary for emergency repair and overhaul. In each instance of disclosure outside the Government, the Government shall: (I) Prohibit the further reproduction, release, or disclosure of such technical data; (II) Notify the party who has granted limited rights that such reproduction or use by, or release or disclosure to particular contractors or subcontractors is necessary; (III) Insert clause G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends, into the contractual arrangement with the receiving development contractors; (IV) Insert clause G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends, into the contractual arrangement with the receiving support contractor(s). An additional non-disclosure, confidentiality, proprietary information, or similar agreement may be required by the owner of the technical data, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution; and (V) Require the recipient of limited rights technical data necessary for emergency repair or overhaul to destroy such technical data and any copies in its possession promptly following completion of the emergency repair/overhaul, and to notify the contractor that it has been destroyed; or (B) Is in the interest of the Government when a release or disclosure of technical data (other than detailed manufacturing or process data) to, or use of such data by, a foreign government is required for evaluation or information purposes, and is subject to a prohibition on further release, disclosure, or use of the technical data. (ii) The Government and the contractor agree to cooperate to ensure that execution of necessary NDAs shall not delay or inhibit performance of this contract. Said agreements shall not otherwise restrict any rights due the Government under this contract. (iii) Except as otherwise provided under paragraphs (b)(6)(i)-(xi), the Government shall have limited rights in technical data delivered under this contract that: (A) Pertain to items, components, or processes developed exclusively at private expense and marked with the limited rights legends prescribed by this clause; (B) Created exclusively at private expense in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes; or (C) The parties have agreed shall be delivered with limited rights. (iv) The contractor and its subcontractors are not required to provide the Government additional rights to use, modify, reproduce, release, perform, or display, technical data furnished to the Government with limited rights. However, if the Government desires to obtain additional rights in technical data in which it has limited rights, the contractor agrees to promptly enter into negotiations with the Contracting Officer to determine whether there are acceptable terms for transferring such rights. All technical data in which the contractor has granted the Government additional rights shall be listed or described in a license agreement made part of the contract. The license shall enumerate the additional rights granted the Government in such items. (3) Prior Government rights means that technical data or computer software that will be delivered, furnished, or otherwise provided to the Government under this contract, in which the Government has previously obtained rights shall be delivered, furnished, or provided with the pre-existing rights, unless (i) The parties have agreed otherwise; or (ii) Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply. (4) Restricted rights apply only to non-commercial computer software, and means the Governments rights to: (i) Use a computer program with one computer at one time. The program may not be accessed by more than one terminal or central processing unit or time-shared unless otherwise permitted by this contract; (ii) Transfer a computer program to another Government agency without the further permission of the contractor if the transferor destroys all copies of the program and related computer software documentation in its possession and notifies the licensor of the transfer. Transferred programs remain subject to the provisions of this clause; (iii) Make the minimum number of copies of the computer software required for safekeeping (archive), backup, or modification purposes; (iv) Modify computer software, provided that the Government may (A) Use the modified software only as provided in paragraphs (b)(4)(i) and (iii) of this clause; and (B) Not release or disclose the modified software except as provided in paragraphs (b)(4)(ii), (v) and (vi) of this clause; (v) Permit contractors or subcontractors performing service contracts in support of this or a related contract to use computer software to diagnose and correct deficiencies in a computer program, to modify computer software to enable a computer program to be combined with, adapted to, or merged with other computer programs, or when necessary to respond to urgent tactical situations, provided that (A) The Government notifies the party which has granted restricted rights that a release or disclosure to particular contractors or subcontractors is necessary; (B) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; (C) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. When clause G52.209-008 is used, additional non-disclosure, confidentiality, proprietary information, or similar agreements may be required by the owner of the technical data or computer software, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data or computer software. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution. (D) The Government and contractor agree to cooperate to ensure that execution of any additional agreements shall not delay or inhibit performance of this contract. Such agreements shall not otherwise restrict any rights due the Government under this contract; (E) The Government shall not permit the recipient to decompile, disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverse engineered by the Government pursuant to paragraph (b)(4)(iv) of this clause, for any other purpose; and (F) Such use is subject to the limitation in paragraph (b)(4)(i) of this clause. (vi) Permit contractors or subcontractors performing emergency repairs or overhaul of items or components of items procured under this or a related contract to use the computer software when necessary to perform the repairs or overhaul, or to modify the computer software to reflect the repairs or overhaul made, provided that (A) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; (B) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. When clause G52.209-008 is used, additional non-disclosure, confidentiality, proprietary information, or similar agreements may be required by the owner of the technical data or computer software, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data or computer software. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution. (C) The Government and contractor agree to cooperate to ensure that execution of any additional agreements shall not delay or inhibit performance of this contract. Such agreements shall not otherwise restrict any rights due the Government under this contract. (D) The Government shall not permit the recipient to decompile, disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverse engineered by the Government pursuant to paragraph (b)(4)(iv) of this clause, for any other purpose. (vii) The Government shall have restricted rights in noncommercial computer software required to be delivered or otherwise provided to the Government under this contract that was developed exclusively at private expense. (viii) The contractor, its subcontractors, or suppliers are not required to provide the Government additional rights in noncommercial computer software delivered or otherwise provided to the Government with restricted rights. However, if the Government desires to obtain additional rights in such software, the contractor agrees to promptly enter into negotiations with the Contracting Officer to determine whether there are acceptable terms for transferring such rights. All noncommercial computer software in which the contractor has granted the Government additional rights shall be listed or described in a license agreement made part of the contract (see paragraph (b)(5) of this clause). The license shall enumerate the additional rights granted the Government. (5) Specifically negotiated license rights means a license granted by the contractor wherein the standard license rights granted to the Government under paragraphs (b)(1), (2), (3), (4), and (6), including the period during which the Government shall have government purpose rights in technical data or computer software, are modified by mutual agreement to provide such rights as the parties consider appropriate, but does not provide the Government lesser rights than limited rights for technical data or restricted rights for computer software unless mutually agreed by the contracting parties. Any rights so negotiated shall be identified in a license agreement made part of this contract and incorporated into the contract. (6) Unlimited rights means the rights to use, modify, reproduce, perform, display, release, or disclose technical data and computer software in whole or in part, in any manner and for any purpose whatsoever, and to have or authorize others to do so. The Government shall have unlimited rights in: (i) Technical data pertaining to an item, component, or process, or pertaining to software code or a software program that has been or will be developed exclusively with Government funds; (ii) Computer software developed exclusively with Government funds; (iii) Form, fit, and function data; (iv) Technical data that is necessary for installation, operation, maintenance, or training purposes (other than detailed manufacturing or process data); (v) Studies, analyses, test data, or similar data when the study, analysis, test, or similar work was specified as an element of performance; (vi) Computer software documentation required to be delivered under this contract; (vii) Technical data created exclusively with Government funds in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes; (viii) Corrections or changes to technical data or computer software furnished by the Government; (ix) Technical data or computer software that is otherwise publicly available or has been released or disclosed by the contractor or subcontractor without restriction on the further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the technical data or computer software to another party, or the sale or transfer of some or all of a business entity or its assets to another party; (x) Technical data or computer software in which the Government has obtained unlimited rights under another Government contract or as a result of negotiations; (xi) Technical data or computer software furnished to the Government under this or any other Government contract or subcontract thereunder, with Government purpose rights, limited rights, or restricted rights, and the restrictive condition(s) has/have expired, or the Government purpose rights and the contractor's exclusive right to use such data for commercial purposes have expired. (c) For business data marked as proprietary or with similar legends, the Government may duplicate, use, and disclose such data within the Government solely for evaluation, verification, validation, reporting, and program monitoring and management purposes in connection with this contract. The Government may disclose such business data to its support contractors identified in clause G52.209-006, Enabling Clause for Prime and Support Contractor Relationships, for these same purposes if and when: (1) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; (2) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. When clause G52.209-008 is used, additional non-disclosure, confidentiality, proprietary information, or similar agreement may be required by the owner of the business data, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data or computer software. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution. (i) The Government and contractor agree to cooperate to ensure that execution of any additional agreements shall not delay or inhibit performance of this contract. Such agreements shall not otherwise restrict any rights due the Government under this contract; (d) Other Information That Cannot Easily Be Categorized. For information that cannot easily be categorized as technical data or business data (e.g., program schedules, Earned Value Management System reports, and program management reports), and is of sufficient detail to show a contractors confidential business practices, shall be identified before or as soon as practicable after contract award. The parties will agree as to the parties rights and obligations in such data and how it is to be marked, handled, used, and disclosed to third parties. Such agreement shall be in writing, attached to, and made a part of the contract. (e) Release from Liability. The contractor agrees to release the Government from liability for any release or disclosure of technical data and computer software made in accordance with this clause, in accordance with the terms of a license per this clause, or by others to whom the recipient has released or disclosed the data, and to seek relief solely from the party who has improperly used, modified, reproduced, released, performed, displayed, or disclosed contractor data marked with restrictive legends. (f) Rights in Derivative Computer Software or Computer Software Documentation. The Government shall retain its rights in the unchanged portions of any computer software or computer software documentation delivered under this contract that the contractor uses to prepare, or includes in, derivative computer software or computer software documentation. (g) Contractor Rights in Technical Data and Computer Software. The contractor retains all rights not granted to the Government. (h) Third Party Copyrights. The contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted data in the technical data and computer software to be delivered under this contract unless the contractor is the copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses of the appropriate scope as defined in paragraphs (b)(1), (2), (4) and (6) of this clause, and has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to the technical data and computer software transmittal document. (i) Assertions of Other than Unlimited Rights. (1) This paragraph does not apply to restrictions based solely on copyright. (2) Except as provided in paragraph (i)(3) of this clause, technical data and/or computer software that the contractor asserts should be furnished to the Government with restrictions on use, release, or disclosure are identified in an attachment to this contract (the Attachment). The contractor shall not deliver any technical data or computer software with restrictive markings unless the technical data or computer software is listed in the Attachment. (3) The contractor may make other assertions of other than unlimited rights in technical data and/or computer software after contract award. Such assertions must be based on new information or inadvertent omission unless the inadvertent omission would have materially affected the source selection decision in the reasonable determination of the Contracting Officer (in which case no assertion based on an inadvertent omission may be allowed). (4) The contractor shall submit such post-contract award assertion(s) to the Contracting Officer as soon as practicable but prior to the scheduled date for delivery of the technical data or computer software. All new assertions submitted after award shall be added to the Attachment in a timely fashion after submission of the assertion to the Contracting Officer. An official authorized to contractually obligate the contractor must sign the assertion(s). The contractor assertion(s) shall include the information specified in paragraph (d) of clause G52.227-004, Identification and Assertion of Use, Release, or Disclosure Restrictions. (5) The Contracting Officer may request the contractor to provide sufficient information to enable the Government to evaluate the contractor's assertion(s). The Contracting Officer reserves the right to add the contractors assertions to the Attachment and validate any listed assertion at a later date in accordance with the procedures outlined in clause G52.227-003, Validation of Restrictive Markings on Technical Data and Computer Software. (j) Marking Requirements for Delivered Technical Data or Computer Software. The contractor may only assert restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data and computer software delivered to the Government by marking such technical data and computer software. Such markings shall be in the form of legends found in paragraphs (k)(1) through (4), or as otherwise authorized in this contract, (e.g., pursuant to an agreement for the marking of mixed data pursuant to paragraph (d) of this clause). The notice of copyright prescribed under 17 U.S.C. 401 or 402 (with language, if applicable, noting that the Government contributed funding and therefore has rights in the copyrighted material as specified in clause G52.227-002) is also allowed. (k) General Marking Instructions. The contractor shall conspicuously and legibly mark the appropriate legend on all technical data and computer software that qualify for such markings. The authorized legends shall be placed on the transmittal document or storage container and, for printed material, on the title/cover page of the printed material containing technical data or computer software for which restrictions are asserted. Mark each subsequent sheet of data with an abbreviated marking(s) to indicate the applicable restrictive rights assertion(s), and refer to the title/cover page for additional information. When only portions of a page of printed material are subject to the asserted restrictions, such portions shall be identified by circling, underscoring, annotating, or other appropriate identifier. Technical data and computer software transmitted directly from one computer or computer terminal to another shall contain a notice of asserted restrictions. Reproductions of technical data and computer software, or any portions thereof subject to asserted restrictions, shall also reproduce the asserted restrictions. (1) Government Purpose Rights Markings. Technical data or computer software delivered or otherwise furnished to the Government with Government purpose rights shall be marked as follows: Government Purpose Rights Contract No: _____________________________________ Contractor Name: __________________________________ Contractor Address: ________________________________ _________________________________________________ Expiration Date: ___________________________________ The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data and computer software are restricted by paragraph (b)(1) of clause G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items, contained in the contract identified above. No restrictions apply after the expiration date shown above. Any reproduction of technical data or computer software, or portions thereof marked with this legend, must also reproduce the markings. (End of legend) Limited Rights Markings. Technical data delivered or otherwise furnished to the Government with limited rights shall be marked as follows: Limited Rights Contract No: _____________________________________ Contractor Name: _________________________________ Contractor Address: _______________________________ ________________________________________________ The Governments rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(2) of clause G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items, contained in the contract identified above. Any reproduction of technical data, or portions thereof marked with this legend, must also reproduce the markings. Any person, other than Government officials or others specifically authorized by the Government, who has been provided access to this technical data must promptly notify the above-named contractor. (End of legend) (3) Restricted Rights Markings. Computer software delivered or otherwise furnished to the Government with restricted rights shall be marked with the following legend: Restricted Rights Contract No: _____________________________________ Contractor Name: _________________________________ Contractor Address: _______________________________ _____________________________________________ The Government's rights to use, modify, reproduce, release, perform, display, or disclose this computer software are restricted by paragraph (b)(4) of clause G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items, contained in the contract identified above. Any reproduction of computer software or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such computer software must promptly notify the above-named contractor. (End of legend) Special License Rights Markings. Technical data and computer software in which the Governments rights stem from a specifically negotiated license shall be marked with the following legend: Special License Rights Contract No: _____________________________________ Contractor Name: _________________________________ Contractor Address: _______________________________ ________________________________________________ The Governments rights to use, modify, reproduce, release, perform, display, or disclose this data and/or software are restricted by ____________ [Insert license identifier]. Any reproduction of technical data, computer software, or portions thereof marked with this legend must also reproduce the markings. (End of legend) (l) Pre-Existing Data Markings. If the terms of a prior contract or license permitted the contractor to restrict the Government's rights to use, modify, reproduce, release, perform, display, or disclose a technical data or computer software deliverable under this contract, and those restrictions are still applicable, the contractor may mark such technical data or computer software with the appropriate restrictive conforming legend for which the technical data or computer software qualified under the prior contract or license. The marking procedures in paragraphs (j) and (k) of this clause shall be followed. (m) Removal of Unjustified Markings. Notwithstanding any other provision of this contract concerning inspection and acceptance, if any technical data or computer software delivered or otherwise provided under this contract are marked with the notices specified at (k)(1)-(4) of this clause, and the use of such is not authorized by this clause, the Government may ignore, or at the contractors expense, correct or strike the marking if, in accordance with the procedures in clause G52.227-003, Validation of Restrictive Markings on Technical Data and Computer Software, of this contract, the technical data or computer software is delivered or otherwise provided with a restrictive marking determined to be unjustified. (n) Removal of Nonconforming Markings. A nonconforming marking is a marking placed on technical data or computer software delivered to the Government under this contract that is not in a format authorized by this contract. Correction of nonconforming markings is not subject to the Validation of Restrictive Markings on Technical Data and Computer Software clause of this contract. To the extent practicable, the Government shall return technical data or computer software marked with nonconforming markings to the contractor and provide the contractor an opportunity to correct or strike the nonconforming marking at no cost to the Government. If the contractor fails to correct the nonconforming marking and return the corrected technical data or computer software within 60 days following the contractors receipt of the data, the Contracting Officer may ignore, or at the contractors expense, remove, correct, or strike any nonconforming marking. (o) Unmarked Technical Data or Computer Software. Technical data or computer software delivered to the Government under this contract without restrictive markings as set forth herein shall be presumed to have been delivered with unlimited rights and may be released or disclosed without restriction. However, to the extent the technical data or computer software has not been disclosed without restriction outside the Government, the contractor may request, within six months after delivery of such technical data or computer software (or a longer time approved by the Contracting Officer for good cause shown), permission to have notices placed on qualifying technical data or computer software at the contractors expense, and the Contracting Officer may agree to do so if the contractor: (1) Identifies the technical data or computer software on which the omitted notice is to be placed; (2) Demonstrates that the omission of the notice was inadvertent; (3) Establishes that the use of the proposed notice is authorized; and (4) Acknowledges that the Government has no liability with respect to the disclosure, use, or reproduction of any such technical data or computer software made prior to the addition of the notice or resulting from the omission of the notice. (p) Relation to Patents. Nothing contained in this clause shall imply a license to the Government under any patent, or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. (q) Limitation on Charges for Rights in Technical Data or Computer Software. (1) The contractor shall not charge to this contract any cost, including but not limited to license fees, royalties, or similar charges, for rights in technical data or computer software to be delivered under this contract when (i) The Government has acquired, by any means, the same or greater rights in the technical data or computer software; or (ii) The technical data or computer software is available to the public without restrictions. (2) The limitation in paragraph (q)(1) of this clause (i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the contractor to acquire rights in subcontractor or supplier technical data or computer software if the subcontractor or supplier has been paid for such rights under any other Government contract or under a license conveying the rights to the Government; and (ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in which the technical data or computer software will be delivered. (r) Applicability to Subcontractors or Suppliers. (1) The contractor shall ensure that the rights afforded its subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery processes of paragraph (i) of this clause are recognized and protected. (2) Whenever any technical data or computer software for noncommercial items is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, the contractor shall flow down this clause to all of its subcontractors, vendors or suppliers (at any tier), and require its subcontractors, vendors, or suppliers to do so, without alteration, except to identify the parties. No other clause shall be used to enlarge or diminish the Government's, the contractor's, or a higher-tier subcontractor's or supplier's rights in a subcontractor's or supplier's technical data or computer software. (3) Technical data or computer software required to be delivered by a subcontractor or supplier shall normally be delivered to the next higher-tier contractor, subcontractor, or supplier. However, when there is a requirement in the prime contract for technical data or computer software which may be submitted with other than unlimited rights by a subcontractor or supplier, then said subcontractor or supplier may fulfill its requirement by submitting such technical data or computer software directly to the Government, rather than through a higher-tier contractor, subcontractor, or supplier. (4) The contractor and higher-tier subcontractors or suppliers shall not use their power to award contracts as economic leverage to obtain rights in technical data or computer software from their subcontractors or suppliers. (5) In no event shall the contractor use its obligation to recognize and protect subcontractor or supplier rights in technical data or computer software as an excuse for failing to satisfy its contractual obligation to the Government. (End of clause) G52.227-003Validation of Restrictive Markings on Technical Data and Computer Software (NOV 2022) (This clause applies if this Contract requires delivery of technical data or computer software.) (a) The Government shall presume that a contractor's asserted use or release restrictions are justified on the basis that the item (to include computer software), component, or process was developed exclusively at private expense for commercial products and commercial services as defined in FAR Part 12. The Government will not challenge such assertions unless information the Government demonstrates that the item, component, or process was not developed exclusively at private expense. (b) Justification. The contractor is responsible for maintaining records sufficient to justify the validity of its markings that restrictions on the Governments right to use, modify, reproduce, perform, display, release, or disclose technical data or computer software delivered or required to be delivered under the contract or subcontract. Except for commercial products and commercial services, the contractors shall be prepared to furnish to the Contracting Officer a written justification for such restrictive markings in response to a challenge under paragraph (e) of this clause. (c) Pre-challenge Request for Information. (1) The Contracting Officer may request the contractor to furnish a written explanation for any restriction asserted by the contractor on the right of the United States to use, or authorize use of, technical data or computer software. If, upon review of the explanation submitted, the Contracting Officer remains unable to ascertain the basis of the restrictive marking, the Contracting Officer may further request the contractor to furnish additional information in the records of, or otherwise in the possession of or reasonably available to, the contractor to justify the validity of any restrictive marking on technical data or computer software, accompanied with supporting documentation. The contractor shall submit such written data within a reasonable time after it is requested by the Contracting Officer. (2) If the Contracting Officer, after reviewing the written data furnished pursuant to paragraph (c)(1) of this clause, or any other available information pertaining to the validity of a restrictive marking, determines that reasonable grounds exist to question the current validity of the marking, and that continued adherence to the marking would make impracticable the subsequent competitive acquisition of the item, component, or process to which the technical data or computer software relates, the Contracting Officer shall follow the procedures in paragraph (d) of this clause. (3) If the contractor fails to respond to the Contracting Officer's request for information under paragraph (c)(1) of this clause, and the Contracting Officer determines that continued adherence to the marking would make impracticable the subsequent competitive acquisition of the item, component, or process to which the technical data or computer software relates, the Contracting Officer may challenge the validity of the marking as described in paragraph (d) of this clause. (d) Challenge. (1) Notwithstanding any provision of this contract concerning inspection and acceptance, if the Contracting Officer determines that a challenge to the restrictive marking is warranted, the Contracting Officer shall send a written challenge notice to the contractor or subcontractor asserting the restrictive markings. Such challenge shall: (i) State the specific grounds for challenging the asserted restriction; (ii) Require a response within sixty (60) days justifying and providing sufficient evidence as to the current validity of the asserted restriction; (iii) State that a Contracting Officer's final decision, issued pursuant to paragraph (f) of this clause, sustaining the validity of a restrictive marking identical to the asserted restriction, within the three-year period preceding the challenge, shall serve as justification for the asserted restriction if the validated restriction was asserted by the same contractor or subcontractor (or any licensee of such contractor or subcontractor to which such notice is being provided); and (iv) State that failure to respond to the challenge notice may result in issuance of a final decision pursuant to paragraph (e) of this clause. (2) The Contracting Officer shall extend the time for response if the contractor or subcontractor submits a written request showing the need for additional time to prepare a response. (3) The contractor's or subcontractors written response shall be considered a claim within the meaning of the Contract Disputes Act of 1978 and shall be certified in the form prescribed at FAR Subpart 33.207, regardless of dollar amount. (4) A contractor or subcontractor receiving challenges to the same restrictive markings from more than one Contracting Officer shall notify each Contracting Officer of the existence of more than one challenge. The notice shall also state which Contracting Officer initiated the first unanswered challenge. The Contracting Officer initiating the first unanswered challenge after consultation with the contractor and the other Contracting Officers, shall formulate and distribute a schedule for responding to each of the challenge notices to all interested parties. The schedule shall afford the contractor an opportunity to respond to each challenge notice. All parties will be bound by this schedule. (e) Final Decision When Contractor or Subcontractor Fails to Respond. When a contractor or subcontractor fails to respond to a challenge notice, other than a failure to respond to a challenge related to a commercial product or commercial service, the Contracting Officer will issue a final decision to the contractor or subcontractor in accordance with the Disputes clause of this contract pertaining to the validity of the asserted restriction. This final decision shall be issued as soon as possible after the expiration of the time period of paragraph (d)(1)(ii) or (d)(2) of this clause. Following issuance of the final decision, the Contracting Officer will comply with the procedures in paragraphs (f)(2)(ii) through (iv) of this clause. (f) Final Decision When the Contractor Responds. (1) If the Contracting Officer determines that the contractor or subcontractor has justified the validity of the restrictive marking, the Contracting Officer shall issue a final decision to the contractor or subcontractor sustaining the validity of the restrictive marking, and stating that the Government will continue to be bound by the restrictive marking. This final decision shall be issued within sixty (60) days after receipt of the contractor's or subcontractors response to the challenge notice, or within such longer period that the Contracting Officer has notified the contractor or subcontractor that the Government will require. The notification of a longer period will be made within sixty (60) days after receipt of the response to the challenge notice. (2) (i) If the Contracting Officer determines that the validity of the restrictive marking is not justified, the Contracting Officer shall issue a final decision to the contractor or subcontractor in accordance with the Disputes clause of this contract. Notwithstanding paragraph (e) of the Disputes clause, the final decision shall be issued within sixty (60) days after receipt of the contractors or subcontractors response to the challenge notice, or within such longer period that the Contracting Officer has notified the contractor or subcontractor that the Government will require. The notification of a longer period will be made within sixty (60) days after receipt of the response to the challenge notice. (ii) The Government agrees that it will continue to be bound by the restrictive marking for ninety (90) days from the issuance of the Contracting Officer's final decision. The contractor agrees that if it intends to file suit in the United States Claims Court, it will provide a notice of intent to file suit to the Contracting Officer within ninety (90) days from the issuance of the Contracting Officer's final decision under paragraph (f)(2)(i) of this clause. If the contractor fails to appeal, file suit, or provide a notice of intent to file suit to the Contracting Officer within the ninety-day period, the Government may cancel or ignore the restrictive markings, and the failure of the contractor to take the required action constitutes agreement with the Contracting Officers final decision. (iii) The Government agrees that it will continue to be bound by the restrictive marking where a notice of intent to file suit in the United States Claims Court is provided to the Contracting Officer within ninety (90) days from the issuance of the final decision under paragraph (f)(2)(i) of this clause. The Government will no longer be bound, and the contractor agrees that the Government may strike or ignore the restrictive markings, if the contractor fails to file its suit within one (1) year after issuance of the Contracting Officer final decision. Notwithstanding the foregoing, where the Government agencys Director, Office of Contracts determines that urgent or compelling circumstances will not permit waiting for the filing of a suit in the United States Claims Court, the contractor agrees that the Government may, following notice to the contractor, authorize release or disclosure of the technical data or computer software. Such determination may be made at any time after issuance of the Contracting Officer final decision, and will not affect the contractor's right to damages against the United States where its restrictive markings are ultimately upheld, or to pursue other relief, if any, as may be provided by law. (iv) The Government agrees that it will be bound by the restrictive marking where an appeal or suit is filed pursuant to the Contract Disputes Act until final disposition by an agency Board of Contract Appeals or the United States Claims Court. Notwithstanding the foregoing, where the Government agencys Director, Office of Contracts determines, following notice to the contractor that urgent or compelling circumstances will not permit awaiting the decision by such Board of Contract Appeals or the United States Claims Court, the contractor agrees that the Government may authorize release or disclosure of the technical data or computer software. Such determination may be made at any time after issuance of the final decision and will not affect the contractor's right to damages against the United States where its restrictive markings are ultimately upheld, or to pursue other relief, if any, as may be provided by law. (g) Final Disposition of Appeal or Suit. (1) If the contractor or subcontractor appeals or files suit, and if, upon final disposition of the appeal or suit, the Contracting Officer's decision is sustained: (i) The restrictive marking on the technical data or computer software shall be struck, canceled, ignored, or corrected at the contractors or subcontractors expense; and (ii) If the restrictive marking is found not to be substantially justified, the contractor or subcontractor asserting the restriction shall be liable to the Government for payment of the cost to the Government of reviewing the restrictive marking and the fees and other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) incurred by the Government in challenging the marking, unless special circumstances would make such payment unjust. (2) If the contractor or subcontractor appeals or files suit, and if, upon final disposition of the appeal or suit, the Contracting Officer's decision is not sustained: (i) The Government shall continue to be bound by the restrictive marking; and (ii) The Government shall be liable to the contractor for payment of fees and other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) incurred by the contractor or subcontractor in defending the marking if the challenge by the Government is found not to have been made in good faith. (h) Duration of Right to Challenge. The Government, when there are reasonable grounds, may review and challenge the validity of any restriction asserted by the contractor or subcontractor on the Governments rights to use, modify, reproduce, release, perform, display, or disclose technical data or computer software delivered, to be delivered, or otherwise provided by the Contractor or subcontractor in the performance of a contract. During the period within three (3) years of final payment on a contract, or within three (3) years of delivery of the technical data or computer software to the Government, whichever is later, the Contracting Officer may review and make a written determination to challenge any restriction. The Government may, however, challenge a restriction on the release, disclosure, or use of technical data or computer software at any time if such technical data or computer software: (1) Is publicly available; (2) Has been furnished to the United States without restriction; or (3) Has been otherwise made available without restriction. (i) Decision Not to Challenge. The absence of a challenge to an asserted restriction shall not constitute validation under this clause. Only the Contracting Officers final decision resolving a formal challenge by sustaining the validity of a restrictive marking, or actions of an agency Board of Contract Appeals or a court of competent jurisdiction sustaining the assertion, constitutes validation as addressed in 10 U.S.C. 2321. (j) Privity of Contract. The contractor or subcontractor agrees that the Contracting Officer may transact matters under this clause directly with subcontractors at any tier that assert restrictive markings or assert restrictions on the Governments right to use, modify, release, perform, display, or disclose technical data or computer software. However, neither this clause nor any action taken by the Government under this clause shall create or imply privity of contract between the Government and subcontractors. (k) Flowdown. The contractor or subcontractor agrees to insert this clause in contractual instruments with its subcontractors or suppliers at any tier requiring the delivery of technical data or computer software, except contractual instruments for commercial products and commercial services. (End of clause) G52.227-004 Identification and Assertion of Use, Release, or Disclosure Restrictions (JUL 2018) (Note 7 Applies.) (a) The terms used in this clause are defined in the Technical Data and Computer Software: Noncommercial Items clause contained in this contract. (b) The identification and assertion requirements in this clause apply to technical data and computer software to be delivered with other than Unlimited Rights. Notification and identification is not required for restrictions based solely on copyright. (c) Offers submitted in response to this solicitation shall identify, to the extent known at the time an offer is submitted to the Government, the technical data or computer software that the offeror, its subcontractors or suppliers, or potential subcontractors or suppliers, assert should be furnished to the Government with restrictions on use, release, or disclosure. (d) The contractors assertions, including the assertions of its subcontractors or suppliers, shall be submitted as an attachment to its offer/proposal in the following format, dated and signed by an official authorized to contractually obligate the contractor: Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data or Computer Software The contractor asserts for itself, or the person identified below asserts that the Government's rights to use, release, or disclose the following technical data or computer software should be restricted: Column 1 Technical Data (TD) or Computer Software (CS) to Be Furnished With Restrictions Column 2 Basis for Assertion Column 3 Asserted Rights Category Column 4 Company or Person Asserting Rights/Restrictions (LIST) (LIST) (LIST) (LIST) (1) For technical data (other than computer software documentation) pertaining to items, components, or processes developed at private expense, identify both the deliverable technical data and each such item, component, or process (to include document titles, version numbers, and dates for clarity). For computer software or computer software documentation, identify the software or documentation (to include document and software titles, version numbers, and dates for clarity). (2) Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions. For technical data, other than computer software documentation, development refers to development of the item, component, or process to which the data pertain. The Government's rights in computer software documentation generally may not be restricted. For computer software, development refers to the software. Indicate whether development was accomplished exclusively or partially at private expense. If development was not accomplished at private expense, or for computer software documentation, enter the specific basis for asserting restrictions. (3) Enter the asserted rights category (e.g., Government purpose license rights from a prior contract, limited, restricted, or Government purpose rights under this or a prior contract, or specially negotiated licenses). (4) Identify the corporation, individual, or other person, as appropriate. (5) Enter None when all data or software will be submitted without restrictions. Date: _____________________________________________ Printed Name and Title: ______________________________ Signature: _________________________________________ (End of identification and assertion) (e) A contractors failure to submit, complete, or sign the notification and identification required by paragraph (d) of this provision with its offer will constitute a minor informality. If assertions are required and the contractor does not correct such informality within the time prescribed by the Contracting Officer, the offer may be ineligible for award. (f) If the contractor is awarded a contract, the assertions identified in paragraph (d) of this provision shall be included in an attachment (the Attachment) and incorporated as a separate attachment in the resultant contract. Upon request by the Contracting Officer, the contractor shall provide sufficient information to enable the Contracting Officer to evaluate any listed assertion. Updates to the assertion list shall be included in an amended Attachment. (End of clause) G52.227-005Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (NOV 2022) (Note 3 applies in paragraph (c)(1).) (a) The terms limited rights, restricted rights, special license rights, and Government purpose rights are defined in the Rights in Technical Data and Computer Software: Noncommercial Items clause of this contract. (b) Technical data or computer software provided to the contractor as Government-furnished information (GFI) under this contract may be subject to restrictions on use, modification, reproduction, release, performance, display, or further disclosure. (1) GFI Marked with Limited or Restricted Rights Legends. The contractor shall use, modify, reproduce, perform, or display technical data received from the Government with limited rights legends, or computer software received with restricted rights legends only in the performance of this contract. The contractor shall not, without the express written permission of the party whose name appears in the legend, release or disclose such data or software to any unauthorized person. Prior to providing limited rights technical data or restricted rights computer software as GFI, the Government shall ensure that: (i) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; and (ii) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. (2) GFI Marked with Government Purpose Rights Legends. The contractor shall use technical data or computer software received from the Government with Government purpose rights legends for Government purposes only. The contractor shall not, without the express written permission of the party whose name appears in the restrictive legend, use, modify, reproduce, release, perform, or display such technical data or computer software for any commercial purpose, or disclose such data or software to a person other than its subcontractors, suppliers, or prospective subcontractors or suppliers who require the data or software to submit offers for, or perform, contracts under this contract. Prior to disclosing the data or software, the contractor shall coordinate with the Contracting Officer before requiring the persons to whom disclosure will be made to complete and sign non-disclosure agreements including the same limitations included in this paragraph. (3) GFI Marked with Special License Rights Legends. The contractor shall use, modify, reproduce, release, perform, or display technical data or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license. (4) GFI technical data or computer software marked with commercial restrictive legends. (i) The contractor shall use, modify, reproduce, perform, display technical data and/or computer software that is or pertains to a commercial product or commercial service and is received from the Government with a commercial restrictive legend (i.e. marked to indicate that such data are subject to use, modification, reproduction, release, performance, display, or disclosure restrictions) only in the performance of this contract. The Contractor shall not, without the express written permission of the party whose name appears in the legend, use the technical data to manufacture additional quantities of the commercial product, release or disclose such data to any unauthorized person. Prior to providing technical data or computer software marked with commercial restrictive legends, the Government shall ensure that: (A) The receiving development contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-005, Protection of Information, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; and (B) The receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. (c) Indemnification and Creation of Third-Party Beneficiary Rights. The contractor agrees: (1) To indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of technical data or computer software received from the Government with restrictive legends by the contractor or any person to whom the contractor has released or disclosed such data or software; and (2) That the party whose name appears on the restrictive legend, in addition to any other rights it may have, is a third party beneficiary who has the right of direct action against the contractor, or any person to whom the contractor has released or disclosed such data or software, for the unauthorized duplication, release, or disclosure of technical data or computer software subject to restrictive legends. (End of clause) G52.227-006Technical Data or Computer Software Previously Delivered to the Government (OCT 2015) (Note 4 applies.) The contractor shall attach to its offer an identification of all documents or other media incorporating technical data or computer software it intends to deliver under this contract with other than unlimited rights that are identical or substantially similar to documents or other media that the contractor has produced for, delivered to, or is obligated to deliver to the Government under any contract or subcontract. This requirement shall be flowed down to all subcontractors at all levels. The attachment shall identify: (a) The contract number under which the technical data or computer software was produced; (b) The contract number under which, and the name and address of the organization to whom, the technical data or computer software was most recently delivered or will be delivered; and (c) Any limitations on the Government's right to use or disclose the technical data or computer software, including, when applicable, identification of the earliest date the limitations expire. (End of clause) G52.227-007Rights in Bid or Proposal Information (JUL 2018) (a) Definitions. The terms technical data and computer software are defined in the Rights in Technical Data and Computer Software: Noncommercial Items clause of this contract. (b) Government Rights prior to Contract Award. By submission of its offer, the offeror agrees that the Government: (1) May reproduce the bid or proposal, or any portions thereof, to the extent necessary to evaluate the offer. (2) Except as provided in paragraph (d) of this clause, shall use information contained in the bid or proposal only for evaluational purposes and shall not disclose, directly or indirectly, such information to any person, including potential evaluators, unless that person has been authorized by the Contracting Officer to receive such information. (c) Government Rights Subsequent to Contract Award. The contractor agrees: (1) Except as provided in paragraphs (c)(2), (d), and (e) of this clause, the Government shall have the rights to use, modify, reproduce, release, perform, display, or disclose information contained in the contractor's bid or proposal within the Government. (2) The Government's right to use, modify, reproduce, release perform, display, or disclose information that is technical data or computer software required to be delivered under this contract are determined by the Rights in Technical Data and Computer Software: Noncommercial Items clause of this contract. (d) Government-Furnished Information. The Government's rights with respect to technical data or computer software contained in the contractor's bid or proposal provided to the contractor by the Government are subject only to restrictions on use, modification, reproduction, release, performance, display, or disclosure, if any, imposed by the developer or licensor of such data or software. (e) Information Available Without Restrictions. The Government's rights to use, modify, reproduce, release, perform, display, or, disclose information contained in a bid or proposal, including technical data or computer software, and to permit others to do so, shall not be restricted in any manner if such information has been released or disclosed to the Government or to other persons without restrictions other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the information to another party, or the sale or transfer of some or all of a business entity or its assets to another party. (f) Flowdown. The contractor shall include this clause in all subcontracts or similar contractual instruments and require its subcontractors or suppliers to do so without alteration, except to identify the parties. (End of clause) G52.227-008 Commercial Technical Data and Computer Software LicensingOrder of Precedence (NOV 2022) (a) Upon delivery of any commercial product or commercial service technical data, computer software, computer software documentation, or any combination thereof, to the Government contained in any CLIN or CDRL, the following provisions shall take precedence over conflicting provisions in any license associated with those items, notwithstanding any provisions in those licenses to the contrary through renewals or extensions, as needed, to this contract: (1) The Government shall have the right to use, perform, display, or disclose that commercial product and commercial service technical data, in whole or in part, within the Government. (2) The Government may not, without the written permission of the Licensor, release or disclose the commercial product or commercial service technical data and commercial computer software outside the Government, use the commercial product or commercial service technical data and computer software for manufacture, or authorize the commercial product or commercial service technical data and computer software to be used by another party, except that the Government may reproduce, release, or disclose such data and software or authorize the use or reproduction of such data and software by persons outside the Government (including their subcontractors) to perform their respective contract(s) as identified in G52.209-006, Enabling Clause for Prime and Support Contractor Relationships. (3) The Licensor agrees that the Government shall have the right to unilaterally add or delete contractors from those supporting the Governments Prime Contract at any time, and its exercise of that right shall not entitle the Licensor to an equitable adjustment or a modification of any other terms and conditions of this contract. (4) The duration of this license shall be, at a minimum, for the period of performance of this contract (including options, if exercised) unless the license specifies a longer period. (5) License rights related to technical data described in and granted to the U.S. Government under clause G52.227-001 shall apply to all such technical data associated with delivered computer software including, but not limited to, users manuals, installation instructions, and operating instructions. (6) Disputes arising between the Licensee and the U.S. Government pertaining to the provisions of the License shall be subject to the Contract Disputes Act. Furthermore, the jurisdiction and forum for disputes hereunder upon delivery to the U.S. Government shall be the Armed Services Board of Contract Appeals (ASBCA) or the U.S. Court of Federal Claims (COFC), as appropriate. (7) By law, the U.S. Government cannot enter into any indemnification agreement where the Governments liability is indefinite, indeterminate, unlimited, and in violation of the Anti-Deficiency Act; therefore, any such indemnification provision in this License shall be void. (8) In the event the Licensee files a claim with the U.S. Government on behalf of the Licensor and prevails in a dispute with the Government relating to that claim, the Licensor agrees that damages and remedies awarded shall exclude attorneys fees. (9) Subject to the security requirements set forth in this contract, and upon receiving written consent by the U.S. Government, the Licensor may be permitted to enter Government installations for purposes such as software usage audits or other forms of inspection. (10) The items provided hereunder may be installed and used at any U.S. Government installation worldwide at which such equipment and/or software supports the Governments Prime Contract with LOCKHEED MARTIN is located consistent with the provisions of the contract between the U.S. Government and the Licensee. (11) Under no circumstances shall terms of the License or any modifications thereto renew automatically so as to obligate funds in advance of funds being appropriated in contravention of the Anti-Deficiency Act. (12) The Licensor shall comply with, and all delivered items shall conform to, all applicable Government Security/Classification rules and regulations applicable to this Agreement if any. (13) The Licensor understands that the ultimate purpose of the Licensee entering into this License with the Licensor is for the Licensor to supply to the U.S. Government a critical component of a weapons system whose continued sustainment is mandated by Federal law (10 U.S.C. 2281, 42 U.S.C. 14712). Accordingly, should the U.S. Government use, release or disclose the items described in this License in a manner inconsistent with the terms of this License, the U.S. Government shall not be required to de-install and stop using those Items or return such Items to the Licensee, and the Licensor's remedy will be limited to monetary damages. (14) In the event of inconsistencies between the License and Federal law, Federal law shall apply. (15) The Government shall not be required to comply with the terms and conditions of any License that is inconsistent with any applicable laws, regulations, or policies pursuant to export controlled items. (16) Any claim the Licensee files with the U.S. Government on behalf of the Licensor, and any claim the U.S. Government files with the Licensor, shall be submitted within the period specified in FAR 52.233-01 (Disputes). (b) Subcontractor Flow-down. The contractor (Licensee) shall include the following clause in any agreement between it and its subcontractors (Licensors) that require the delivery of commercial product or commercial service technical data, computer software, or computer software documentation, and this clause shall be in effect during the period of performance of this contract or into perpetuity for perpetual licenses: This Addendum is entered into between ________ (Licensee) and _______ (Licensor) and relates to the commercial product or commercial service technical data, computer software, or computer software documentation (Items) licensed to the Licensee by the Licensor through the Licensees License Agreement (Agreement), and this Addendum is incorporated by reference into the Agreement. The Addendum terms will come into effect if and when the Agreement is transferred to the Government. All references to such Items shall include all software updates (e.g., software maintenance patches, version changes, new releases) and future substitutions made by the Licensor. Upon delivery of that/those Items, Licensor and Licensee agree that the following provisions in this Addendum shall take precedence over conflicting provisions, if any, in the Agreement notwithstanding any provisions in the Agreement to the contrary: (1) License rights related to technical data granted to the U.S. Government under clause G52.227-001(b)(1) shall apply to all technical data associated with delivered computer software including, but not limited to, users manuals, installation instructions, and operating instructions. (2) Disputes arising between the Licensee and the U.S. Government pertaining to the provisions of the Agreement shall be subject to the Contract Disputes Act. Furthermore, the jurisdiction and forum for disputes hereunder upon delivery to the U.S. Government shall be the Armed Services Board of Contract Appeals (ASBCA) or the U.S. Court of Federal Claims (COFC), as appropriate. (3) By law, the U.S. Government cannot enter into any indemnification agreement where the Governments liability is indefinite, indeterminate, unlimited, and in violation of the Anti-Deficiency Act; therefore, any such indemnification provision in this Agreement shall be void. (4) In the event the Licensee files a claim with the U.S. Government on behalf of the Licensor and prevails in a dispute with the Government relating to that claim, the Licensor agrees that damages and remedies awarded shall exclude attorneys fees (5) Upon receiving written consent by the U.S. Government, the Licensor may be permitted to enter Government installations for purposes such as software usage audits or other forms of inspection. (6) The Items provided hereunder may be installed and used at any U.S. Government installation worldwide consistent with the provisions of the contract between the U.S. Government and the Licensee (e.g., limitations on number of executing instances of software, number of users, other processing volume limitations). (7) Under no circumstances shall terms of the Agreement or any modifications thereto renew automatically so as to obligate funds in advance of funds being appropriated in contravention of the Anti-Deficiency Act. (8) Licensor shall comply with, and all delivered Items shall conform to, all applicable Government Security/Classification rules and regulations applicable to this Agreement, in particular those set forth in the applicable DD Form 254 (Department of Defense, Contract Security Classification Specification). (9) Licensor understands that the ultimate purpose of the Licensee entering into this Agreement with the Licensor is for the Licensor to supply to the U.S. Government a critical component of a weapons system whose continued sustainment is mandated by Federal law (10 U.S.C. 2281, 42 U.S.C. 14712). Accordingly, should the U.S. Government use, release, or disclose the Items described in this Agreement in a manner inconsistent with the terms of this Agreement, the U.S. Government shall not be required to uninstall and stop using those Items or return such Items to the Licensee. (10) In the event of inconsistencies between the Agreement and Federal law, Federal law shall apply. (End of clause) G52.227-009Deferred Delivery of Technical Data or Computer Software (MAY 2005) (Applies only if this contract includes a requirement for deferred delivery data. Note 1 applies.) The Government may identify technical data or computer software (as defined in the G52.227-001, Technical Data and Computer Software: Commercial Product and Commercial Service or G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items clause of this contract) for deferred delivery at any time during contract performance by listing such technical data or computer software in an attachment to this contract entitled Deferred Delivery. The Government may require delivery of the items identified for deferred delivery up to three (3) years after either acceptance of all deliverables or contract termination, whichever is later. This clause will be flowed down to all subcontractors. (End of clause) G52.227-010Deferred Ordering of Technical Data or Computer Software (SEPT 2013) (Note 4 applies.) (a) The Government may defer ordering technical data, computer software (as defined in clause G52.227-001 or G52.227-002), or other information not easily categorized (as defined in clause G52.227-002(d) and mutually agreed to by the contractual parties) that is generated during the performance of this contract for a period of up to three (3) years after either acceptance of all deliverables or contract termination, whichever is later. (b) The categories of technical data, computer software, and other information not easily categorized that is subject to deferred ordering under this clause may be: (1) Incorporated into the contract in the Contract Data Requirements List item that describes the Data Accession List attached to the contract; or (2) Identified by the Government via a process agreed to by the parties and incorporated as an attachment to the contract. (c) When the technical data, computer software, or other information not easily categorized is ordered, the contractor shall be reasonably compensated for converting the data or computer software into the prescribed form, for reproduction, and for delivery. (d) The Government's rights to use said technical data and computer software shall be pursuant to the Rights in Technical Data and Computer Software clause(s) of this contract (G52.227-001 and G52.227-002). (e) This clause shall be flowed down to all subcontractors. (End of clause) G52.227-017Patent Rights Ownership by the Contractor (LARGE BUSINESS) (APR 2009) a) Definitions. As used in this clause Invention means (1) Any invention or discovery that is or may be patentable or otherwise protectable under Title 35 of the United States Code; or (2) Any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.). Made means (1) When used in relation to any invention other than a plant variety, means the conception or first actual reduction to practice of the invention; or (2) When used in relation to a plant variety, means that the contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics. Nonprofit organization means (1) A university or other institution of higher education; (2) An organization of the type described in the Internal Revenue Code at 26 U.S.C. 501(c)(3) and exempt from taxation under 26 U.S.C. 501(a); or (3) Any nonprofit scientific or educational organization qualified under a State nonprofit organization statute. Practical application means (1)(i) To manufacture, in the case of a composition or product; (ii) To practice, in the case of a process or method; or (iii) To operate, in the case of a machine or system; and (2) In each case, under such conditions as to establish that (i) The invention is being utilized; and (ii) The benefits of the invention are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. Subject invention means any invention of the contractor made in the performance of work under this contract. (b) Contractors rights. (1) Ownership. The contractor may elect to retain ownership of each subject invention throughout the world in accordance with the provisions of this clause. (2) License. (i) The contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The contractors license (A) Extends to any domestic subsidiaries and affiliates within the corporate structure of which the contractor is a part; (B) Includes the right to grant sublicenses to the extent the contractor was legally obligated to do so at the time of contract award; and (C) Is transferable only with the approval of the agency, except when transferred to the successor of that part of the contractors business to which the invention pertains. (ii) The agency (A) May revoke or modify the contractors domestic license to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR Part 404 and agency licensing regulations; (B) Will not revoke the license in that field of use or the geographical areas in which the contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public; and (C) May revoke or modify the license in any foreign country to the extent the contractor, its licensees, or the domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (iii) Before revoking or modifying the license, the agency (A) Will furnish the contractor a written notice of its intention to revoke or modify the license; and (B) Will allow the contractor 30 days (or such other time as the funding agency may authorize for good cause shown by the contractor) after the notice to show cause why the license should not be revoked or modified. (iv) The contractor has the right to appeal, in accordance with 37 CFR Part 404 and agency regulations, concerning the licensing of Government-owned inventions, any decision concerning the revocation or modification of the license. (c) Contractors obligations. (1) The contractor shall (i) Disclose, in writing, each subject invention to the Contracting Officer within two months after the inventor discloses it in writing to contractor personnel responsible for patent matters, or within 6 months after the contractor first becomes aware that a subject invention has been made, whichever is earlier; (ii) Include in the disclosure (A) The inventor(s) and the contract under which the invention was made; (B) Sufficient technical detail to convey a clear understanding of the invention; and (C) Any publication, on sale (i.e., sale or offer for sale), or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication; and (iii) After submission of the disclosure, promptly notify the Contracting Officer of the acceptance of any manuscript describing the invention for publication and of any on sale or public use. (2) The contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer at the time of disclosure or within 8 months of disclosure, as to those countries (including the United States) in which the contractor will retain ownership. However, in any case where publication, on sale, or public use has initiated the one-year statutory period during which valid patent protection can be obtained in the United States, the agency may shorten the period of election of title to a date that is no more than 60 days prior to the end of the statutory period. (3) The contractor shall (i) File either a provisional or a nonprovisional patent application on an elected subject invention within one year after election, provided that in all cases the application is filed prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use; (ii) File a nonprovisional application within 10 months of the filing of any provisional application; and (iii) File patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date the Commissioner of Patents grants permission to file foreign patent applications where such filing has been prohibited by a Secrecy Order. (4) The contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (2), and (3) of this clause. The Contracting Officer will normally grant the extension unless there is reason to believe the extension would prejudice the Governments interests. (d) Governments rights. (1) Ownership. The contractor shall assign to the agency, upon written request, title to any subject invention (i) If the contractor elects not to retain title to a subject invention; (ii) If the contractor fails to disclose or elect the subject invention within the times specified in paragraph (c) of this clause and the agency requests title within 60 days after learning of the contractors failure to report or elect within the specified times; (iv) In those countries in which the contractor fails to file patent applications within the times specified in paragraph (c) of this clause, provided that, if the contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the contractor shall continue to retain ownership in that country; and (iv) In any country in which the contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention. (2) License. If the contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on behalf of the United States, the subject invention throughout the world. (e) Contractor action to protect the Governments interest. (1) The contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to (i) Establish or confirm the rights the Government has throughout the world in those subject inventions in which the contractor elects to retain ownership; and (ii) Assign title to the agency when requested under paragraph (d)(1) of this clause and enable the Government to obtain patent protection for that subject invention in any country. (2) The contractor shall (i) Require, by written agreement, its employees, other than clerical and non-technical employees, to (A) Disclose each subject invention promptly in writing to personnel identified as responsible for the administration of patent matters, so that the contractor can comply with the disclosure provisions in paragraph (c) of this clause; and (B) Provide the disclosure in the contractors format, which should require, as a minimum, the information required by paragraph (c)(1) of this clause; (ii) Instruct its employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or statutory foreign bars; and (iii) Execute all papers necessary to file patent applications on subject inventions and to establish the Governments rights in the subject inventions. (3) The contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office. (4) The contractor shall include, within the specification of any United States nonprovisional patent application and any patent issuing thereon covering a subject invention, the following statement: This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in this invention. (5) The contractor shall (i) Establish and maintain active and effective procedures to ensure that subject inventions are promptly identified and disclosed to contractor personnel responsible for patent matters; ii) Include in these procedures the maintenance of (A) Laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of subject inventions; and (B) Records that show that the procedures for identifying and disclosing the inventions are followed; and (iii) Upon request, furnish the Contracting Officer a description of these procedures for evaluation and for determination as to their effectiveness. (6) The contractor shall, when licensing a subject invention, arrange to (i) Avoid royalty charges on acquisitions involving Government funds, including funds derived through the Governments Military Assistance Program or otherwise derived through the Government; (ii) Refund any amounts received as royalty charges on the subject inventions in acquisitions for, or on behalf of, the Government; and (iii) Provide for the refund in any instrument transferring rights in the invention to any party. (7) The contractor shall furnish to the Contracting Officer the following: (i) Interim reports every 12 months (or any longer period as may be specified by the Contracting Officer) from the date of the contract, listing subject inventions during that period and stating that all subject inventions have been disclosed or that there are no subject inventions. (ii) A final report, within three months after completion of the contracted work, listing all subject inventions or stating that there were no subject inventions, and listing all subcontracts at any tier containing a patent rights clause or stating that there were no subcontracts. (8)(i) The contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights clause by identifying (A) The subcontractor; (B) The applicable patent rights clause; (C) The work to be performed under the subcontract; and (D) The dates of award and estimated completion. (ii) The contractor shall furnish, upon request, a copy of the subcontract, and no more frequently than annually, a listing of the subcontracts that have been awarded. (9) In the event of a refusal by a prospective subcontractor to accept one of the clauses specified in paragraph (l)(1) of this clause, the contractor (i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractors reasons for the refusal and other pertinent information that may expedite disposition of the matter; and (ii) Shall not proceed with that subcontract without the written authorization of the Contracting Officer. (10) The contractor shall provide to the Contracting Officer, upon request, the following information for any subject invention for which the contractor has retained ownership: (i) Filing date. (ii) Serial number and title. (iii) A copy of any patent application (including an English-language version if filed in a language other than English). (iv) Patent number and issue date. (11) The contractor shall furnish to the Government, upon request, an irrevocable power to inspect and make copies of any patent application file. (f) Reporting on utilization of subject inventions. (1) The contractor shall (i) Submit upon request periodic reports no more frequently than annually on the utilization of a subject invention or on efforts in obtaining utilization of the subject invention that are being made by the contractor or its licensees or assignees; (ii) Include in the reports information regarding the status of development, date of first commercial sale or use, gross royalties received by the contractor, and other information as the agency may reasonably specify; and (iii) Provide additional reports that the agency may request in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (h) of this clause. (2) To the extent permitted by law, the agency shall not disclose the information provided under paragraph (f)(1) of this clause to persons outside the Government without the contractors permission, if the data or information is considered by the contractor or its licensee or assignee to be privileged and confidential (see 5 U.S.C. 552(b)(4)) and is so marked. (g) Preference for United States industry. Notwithstanding any other provision of this clause, the contractor agrees that neither the contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the agency may waive the requirement for an exclusive license agreement upon a showing by the contractor or its assignee that (1) Reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States; or (2) Under the circumstances, domestic manufacture is not commercially feasible. (h) March-in rights. The contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c), 37 CFR 401.6, and any supplemental regulations of the agency in effect on the date of contract award. (i) Other inventions. Nothing contained in this clause shall be deemed to grant to the Government any rights with respect to any invention other than a subject invention. (j) Examination of records relating to inventions. (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the contractor relating to the conception or first reduction to practice of inventions in the same field of technology as the work under this contract to determine whether (i) Any inventions are subject inventions; (ii) The contractor has established procedures required by paragraph (e)(5) of this clause; and (iii) The contractor and its inventors have complied with the procedures. (2) If the Contracting Officer learns of an unreported contractor invention that the Contracting Officer believes may be a subject invention, the contractor shall be required to disclose the invention to the agency for a determination of ownership rights. (3) Any examination of records under this paragraph (j) shall be subject to appropriate conditions to protect the confidentiality of the information involved. (k) Withholding of payment (this paragraph does not apply to subcontracts). (1) Any time before final payment under this contract, the Contracting Officer may, in the Governments interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of the contract, whichever is less, is set aside if, in the Contracting Officers opinion, the contractor fails to (i) Establish, maintain, and follow effective procedures for identifying and disclosing subject inventions pursuant to paragraph (e)(5) of this clause; (ii) Disclose any subject invention pursuant to paragraph (c)(1) of this clause; (iii) Deliver acceptable interim reports pursuant to paragraph (e)(7)(i) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (e)(8) of this clause. (2) The reserve or balance shall be withheld until the Contracting Officer has determined that the contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause. (3) The Government will not make final payment under this contract before the contractor delivers to the Contracting Officer (i) All disclosures of subject inventions required by paragraph (c)(1) of this clause; (ii) An acceptable final report pursuant to paragraph (e)(7)(ii) of this clause; and (iii) All past due confirmatory instruments. (4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized in paragraph (k)(1) of this clause. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. (l) Subcontracts. (1) The contractor (i) Shall include the substance of the Patent RightsOwnership by the Contractor clause set forth at 52.227-11 of the Federal Acquisition Regulation (FAR), in all subcontracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization; and (ii) Shall include the substance of this clause, including this paragraph (l), in all other subcontracts for experimental, developmental, or research work, unless a different patent rights clause is required by FAR 27.303. (2) For subcontracts at any tier (i) The patents rights clause included in the subcontract shall retain all references to the Government and shall provide to the subcontractor all the rights and obligations provided to the contractor in the clause. The contractor shall not, as consideration for awarding the subcontract, obtain rights in the subcontractors subject inventions; and (ii) The Government, the contractor, and the subcontractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Government with respect to those matters covered by this clause. However, nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes Act in connection with proceedings under paragraph (h) of this clause. G52.227-018Government Access to Interim Data License (FEB 2011) (a) Definition. As used in this clause, Integrated Data Environment (IDE) means a mutually agreed to data storage and information management environment that facilitates Government and Industry information sharing and exchange, whether electronically or via hardcopy, to enable timely access and submission of information of all types and form. (b) If the contractor provides the Government access (whether electronically, via hard copy, person-to-person exchanges, IDE, or other means) to technical data or computer software prior to the contractually scheduled delivery date, or to technical data or computer software that is not otherwise subject to delivery, the Governments access shall not constitute delivery of such technical data or computer software under this contract. Unless otherwise expressly set forth in an attachment to this contract as described in paragraph (d) of clause G52.227-002, Rights in Technical Data and Computer Software: Noncommercial Items, this clause will also apply to data that cannot easily be categorized as technical data or business data to which the Government is given access prior to delivery, or which is not otherwise subject to delivery. (c) Subject to the restrictions set forth below, the Government may use, duplicate, and disclose such technical data or computer software within the Government in connection with the performance of this contract for such purposes as administration, evaluation, problem resolution, and technical collaboration with the contractor. The Government may disclose such technical data or computer software to its support contractors identified in clause G52.209-006, Enabling Clause for Prime and Support Contractor Relationships, for these same purposes if and when the receiving support contractor(s) or subcontractor(s) contract arrangements are subject to clauses G52.209-008, Support Contractor Corporate Non-Disclosure Agreement, and G52.227-005, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. (1) An additional non-disclosure, confidentiality, proprietary information, or similar agreement may be required by the owner of the technical data or computer software, but only on an exception basis, e.g., when such third party is or may be a direct competitor of the owner of the technical data or computer software. In the event an additional agreement is deemed necessary, the Contracting Officer shall be notified prior to its execution. The Government and contractor agree to cooperate to ensure that execution of any additional agreements shall not delay or inhibit performance of this contract. Such agreements shall not otherwise restrict any rights due the Government under this contract. All rights not granted to the Government are retained by the contractor. (d) The Government shall not use, nor allow others to use, such technical data or computer software for the purposes of manufacturing, re-procurement, or other competitive purposes against the contractors interest, or any other purpose not directly related to this contract. The restrictions on use and further disclosure shall not apply to technical data or computer software: (1) Independently developed by or for the Government by persons not having access to the contractors technical data or computer software, as evidenced in written documentation; (2) In which the Government has otherwise acquired lawful rights in the use and further disclosure of the technical data or computer software; or (3) Are otherwise publically available. (e) The Government shall comply with reasonable access terms. Nothing in this clause diminishes the Governments rights under any other provision of this contract in delivered technical data or computer software. (f) All technical data or computer software to which the Government is provided access under this clause that is not intended to be responsive to the formal contract data requirements is provided as is, and does not give rise to any express or implied warranty. The contractor shall not be liable to the Government for any Government use or reliance on such technical data or computer software outside of the rights granted in this section. (g) Government access under this clause shall not modify the rights and obligations of the parties with respect to technical data or computer software under the contracts termination provisions. In addition, Government access to such technical data or computer software resident on a contractor system does not create a Government record for purposes of the Freedom of Information Act, 5 U.S.C. 552(b)(4). (h) The Governments rights to access, use, duplicate, and disclose technical data or computer software granted within this provision shall terminate upon earliest occurrence of any of the following events: (1) Contractual delivery of the technical data or computer software; (2) Termination of the contract; or (3) The end of the period of performance of the contract. (i) Within six months of the termination of rights hereunder, the Government shall take reasonable efforts to destroy copies of the technical data and computer software disclosed under the provisions of this clause. (j) General Interim Access Marking Instructions. (1) The contractor may choose how to mark (or otherwise identify) technical data or computer software that has not or will not be delivered, from the following options: (i) With a conforming restrictive legend pursuant to clause G52.227-002(k)(1)-(4); (ii) With the interim access license legend specified in this clause; (iii) With a proprietary marking; or (iv) With a proprietary marking and interim access license legend (2) If technical data or computer software is marked with a conforming restrictive legend pursuant to clause G52.227-002(k)(1)-(4), the Government may use that technical data or computer software in accordance with the rights specified in such legend. (3) If the interim access license legend is used, the rights and restrictions that apply to the Government are as set forth in the interim access license provided by this clause. (4) If technical data or computer software is marked with only proprietary markings, the Government is not bound by those proprietary markings for this contract, but must comply with the rights and restrictions of the interim access license provided by this clause. (5) In the event a proprietary marking and interim access license legend is used, the Government is not bound by those proprietary markings for this contract, but must comply with the rights and restrictions of the interim access license provided by this clause. (k) The foregoing marking options do not prohibit the Government and contractor from establishing alternative specifically negotiated licenses and marking protocols when appropriate. (l) Government Interim Access License Rights Markings. Technical data or computer software in which the Government is granted an interim access license provided by this clause shall be marked with the following legend: Government Interim Access License Rights Contract No. _____________________ Contractor Name: _____________________ Contractor Address: _____________________ The Government may use, duplicate, and disclose this technical data or computer software within the Government in connection with the performance of this contract for such purposes as administration, evaluation, problem resolution, and technical collaboration with the contractor. The Government may disclose such technical data or computer software to its support contractors for these same purposes if and when such support contractors have executed a non-disclosure agreement with the contractor, or as otherwise expressly permitted by the contractor. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. (m) The contractor shall include this interim access license clause in all subcontracts or similar contractual instruments for non-commercial items, and require its subcontractors or suppliers to do so without alteration, except to identify the parties. G52.228-003Mishap Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles (FEB 2020) (Notes 2 and 3 apply.) (a) The Contractor shall report promptly to the Contracting Officer all pertinent facts relating to each mishap involving an aircraft, missile, or space launch vehicle being manufactured, modified, repaired, or overhauled in connection with this contract. (b) If the Government conducts an investigation of the mishap, the Contractor shall cooperate and assist the Government's personnel until the investigation is complete. (c) The Contractor shall include a clause in subcontracts under this contract to require subcontractor cooperation and assistance in mishap investigations. (End of clause) G52.234-002Earned Value Management System (JUL 2018) (a) (U) In the performance of this contract, the contractor shall establish, maintain, and implement an earned value management system (EVMS) that complies with the 32 guidelines contained in Electronics Industries Alliance (EIA) Standard 748, Earned Vlaue Management System (herein referred to as the guidelines). (b) (U) The contractor shall provide access to the company EVMS description and supplemental procedures, plans, records, data, and personnel to ensure compliance with the Guidelines. The contractor shall provide all proposed changes to the EVMS description and supplemental procedures for NRO EVM Focal Point review prior to implementation. The NRO EVM Focal Point will determine whether the modified EVMS description and supplemental procedures meet the intent of the guidelines. (c) (U) The contractor shall flow down the requirements of this clause to all cost-reimbursable and fixed-price incentive subcontracts with applicable work scope, and a period of performance of greater than one year. (d) (U) Cost-reimbursable and fixed-price incentive contracts and subcontracts with applicable work scope, a total value greater than $100 million (including priced options), and a period of performance greater than one year require the contractor and subcontractor(s) to demonstrate EVMS implementation to the NRO EVM Focal Point at EVMS implantation reviews. (e) (U) The contractor shall conduct Integrated baseline Reviews with the Government Program Manager, Contracting Officer, and EVM Focal Point no later than 180 days after contract award or authorization to proceed; whenever a significant change to the baseline occurs; as agreed to by the parties; or at the discretion of the Contracting Officer. The contractor shall conduct IBRs on subcontracts with EVMS flow down requirements and provide the Contracting Officer insight into subcontract IBR plans, conduct, and results. (f) (U) The contractor shall notify the Contracting Officer of any significant changes to the Performance Measurement Baseline prior to implementing the change. A significant change shall be by mutual agreement of all parties. (g) (U) Prior to implementing an Over Target Baseline (OTB) and/or Target Schedule (OTS), the contractor shall submit to to the Contracting Officer ground rules, assumptions, scope, impact, plans to adjust variances, potential reporting changes, documentation recommendations, and planned dates for implementation, (h) (U) The Contracting Officer is the only representative of the Government authorized to negotiate, execute, or modify this contract. Should any action by the Government EVM Focal Point or other Government personnel imply a commitment on the part of the Government which would affect the terms of this contract, the contractor must notify the Contracting Officer and obtain approval prior to proceeding. G52.244-001 Subcontracts (Educational Institutions) (MAR 2015) (Requires Contracting Officer written consent to subcontract with an educational institution.) (a) The Contractor shall obtain written authorization through LOCKHEED MARTIN from the Contracting Officer prior to award, extension or renewal of a subcontract with an educational institution. (b) The Contractor shall obtain a letter from an official with authority to approve contracts on behalf of the subcontractor that acknowledges the subcontractors involvement with a U.S. Government Intelligence Agency and approves the proposed contractual relationship. The Contractor shall submit a copy of this letter to the Contracting Officer along with a description of the work to be subcontracted and a technical justification documenting the necessity in relation to the project as a condition for obtaining the required written authorization. The sample letter is provided in clause G.52.204-13. (c) The requirements of this clause must be included in all subcontracts. (End of clause) G52.244-002 Subcontract Reporting, Monitoring, Consent, and Notification (MAY 2019) Insert the following clause in solicitations and contracts above the simplified acquisition threshold: (a) Definition. As used in this clause: Subcontract means any contract or contractual action entered into by the prime contractor or a subcontractor for the purpose of obtaining supplies, materials, equipment, or services of any kind under this contract. It includes but is not limited to purchase orders, and changes and modifications to purchase orders. For purposes of consent, the definition of subcontract in FAR 52.244-2 applies. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies, materials, equipment, or services of any kind under this contract or a subcontract entered into in connection with this contract, regardless of dollar value. (b) Flow-Down. The requirements of this clause must be included in all of first-tier subcontracts directly chargeable to this contract, except for those subcontracts with U.S. owned companies to provide only unclassified commercial products and/or services on a fixed-price basis. (c) Reporting. Contractor shall submit an annual report by 31 May each year providing the data specified below for all first- and second-tier subcontracts directly chargeable to this contract that were awarded and/or modified within the previous twelve months. Individual fixed-price subcontracts under $5,000 with U.S. owned companyto provided unclassified commercial products and/or services that will not be incorporated into a contract deliverable (e.g., office supplies, travel, postage) need not be reported. Reports will be submitted in Microsoft Excel in accordance with the Subcontract Data Requirements List (SDRL) and its Data Item Description (DID) or as follows including the following information in the format specified in the Subcontract Reporting Application, Excel spreadsheet, provided by 91Ƭ Martin. Each subcontract report must include the following information in the format specified and in the Excel Add-in Tool (provided by 91Ƭ Martin): Prime Contract Number or Task Order Number Subcontractor Tier Is the Subcontract Classified? (Yes/No) Relationship Between Prime Contractor and Subcontractor Subcontractor Business Name, Street Address, City, State, Zip Code and Country Subcontractor Data Universal Numbering System (DUNS) Number Subcontractor Contractor and Government Entity (CAGE) Code Subcontractor Business Type whether Woman-owned, Veteran-owned Business, Service-disabled Veteran-owned Business, and or HUBZone Small Business? Subcontractor Country of Ownership DUNS Number of Company Awarding Subcontract Subcontractors Parent Company Business Name Subcontract or Purchase Order Number, Value (Cumulative to Date), Period of Performance Start/End Date Subcontract Place of Performance City, State, Country Brief Description of Subcontract Effort Primary Subcontract Type Method Used to Select Subcontractor (Competitive or Sole-Source) (d) Monitoring. The parties agree that the Government and LOCKHEED MARTIN, except for subparagraphs (1) and (4) where those subparagraphs only apply to the Government, shall have the right to: (1) Review all documentation pertaining to source selections or other competitive sourcing activities, fact-finding, and negotiation sessions with or for subcontractors or potential subcontractors; (2) Observe any subcontractor test, verification, validation, shipment, or similar event; (3) Attend any subcontractor design review, milestone review, program review, or similar event. Unless expressly agreed to by LOCKHEED MARTIN and the Contracting Officer, the Government will not require a subcontractor event to be rescheduled due to the Governments inability to attend; and (4) Review and agree to the contractors make-or-buy program when necessary to ensure negotiation of reasonable contract prices or satisfactory performance. (e) Consent. (1) All consent to subcontract requirements in FAR Clause 52.244-2 apply to this contract. In addition, the contractor shall obtain the Contracting Officers written consent, through 91Ƭ Martin, before awarding any subcontract with a value over $50 million, or that exceeds $3 million or five percent of the prime contract value, whichever is less, to a company on the Governments Subcontract Consent Registry. Contractor shall contact the 91Ƭ Martin Procurement Representative for the later consent requirement providing the companys name and address that contractor will be awarding a contract to, to determine if the company is on the Governments Subcontract Consent Registry requiring the Contracting Officers written consent. (2) Requests for consent to subcontract shall be submitted in writing through LOCKHEED MARTIN to the Contracting Officer, and provide, at a minimum, the information specified in FAR 52.244-2(e). (f) Notification. The prime contractor shall provide written notification to the Contracting Officer and COTR when a subcontract is expected to exceed the negotiated cost baseline by 15 percent. (Applicable to Cost Reimbursement contract types only.) (g) Privity. Government collection of subcontract information, surveillance of subcontractor performance, and consent to subcontract do not relieve the contractor of any responsibility for the effective management of all subcontracts and for the overall success of this contract. Actions taken under the authority of this clause do not establish privity of contract between the Government and subcontractors under this contract. The Government will not provide direction to or request action by any subcontractor except through the prime. However, all subcontractors must respond to direct requests for information from the Government, either directly or through the prime. (h) Security. The Government reserves the right to direct the removal of any subcontractor under this contract on the basis of Government security concerns. The contractor shall be responsible for any lack of due diligence or negligence in the selection of a subcontractor, and will not be entitled to an equitable adjustment if the Contracting Officer determines that the Governments need to remove the contractor for security reasons is the fault of the contractor or subcontractor. (End of clause) G52.245-001Contract-Accountable Government Property: Responsibilities, Use, Reporting, and Administration (NOV 2022) (a) General Requirements. The contractor shall maintain adequate property control procedures, records, and a system of identification for all Government property accountable to this contract in accordance with FAR 52.245-1 and this clause. If FAR and 91Ƭ Martins government customer contractual guidance conflict, the government customer contractual guidance will have precedence. The terms Government property, contract accountable property, Government equipment, and contractor-acquired property/material are used interchangeably and equally within this clause. All items provided to the contractor, including equipment, material, and facilities are equally considered to be Government property. (b) Definitions. As used in this clause: (1) Agency-Peculiar Property (AP) means Government property, consisting of end items and integral components of military weapons systems, along with the related peculiar support equipment which is not readily available as a commercial product. (2) Equipment (EQ) means a tangible asset that is functionally complete for its intended purpose, durable, nonexpendable, needed for the performance of a contract. Equipment is not intended for sale and does not ordinarily lose its identity or become a part of another article when put into use (e.g., machine tools, furniture, vehicles, and test equipment, including their accessory or auxiliary items). Equipment does not include information technology (IT) items as defined below. (3) Government Furnished Material (GFM) means property provided to a contractor by the Government that may be incorporated into or attached to a deliverable end item or that may be consumed or expended in performing a contract. Includes assemblies, expendable components, parts, raw and processed materials, and small tools and supplies that may be consumed in normal use in performing a contract. GFM includes assemblies, expendable components, parts, raw and processed materials, and small tools and supplies that may be consumed in normal use in performing a contract. GFM does not include equipment, special tooling, special test equipment, real property, or information technology that has been incorporated into a higher assembly or an item incorporated into an item of special test equipment. (4) Government-Owned, Contractor-Acquired Material (CAM) means property acquired or otherwise provided by the contractor to which the Government has title, and that may be incorporated into or attached to a deliverable end item or that may be consumed or expended in performing a contract. CAM includes assemblies, expendable components, parts, raw and processed materials, and small tools and supplies that may be consumed in normal use in performing a contract. CAM does not include equipment, special tooling, special test equipment, real property, or information technology equipment that has been incorporated into a higher assembly or an item incorporated into a higher assembly or an item incorporated into an item of special test equipment. (5) Information Technology (IT) means equipment or interconnected systems or subsystems of equipment that is used in the automated acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information. IT includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware, and similar procedures, services (including support services), and related resources. IT does not include any equipment that contains imbedded information technology that is used as an integral part of the product, but the principal function of which is not the acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information. (6) Land (L) means land, land rights, and improvements to land. (7) Real Property (RP) means buildings, improvements to buildings, utility distribution systems, prefabricated structures, and fixed equipment required for the operation of a building which is permanently attached to and a part of the building and cannot be removed without cutting into the walls, ceilings, or floors. Examples of fixed equipment required for functioning of a building include plumbing, heating and lighting equipment, elevators, central air conditioning systems, and built-in safes and vaults. Foundations and work necessary for installing special tooling, special test equipment, or plant equipment are not included. This category includes acquisitions and improvements of structures and facilities other than buildings, such as power production facilities and distribution systems, reclamation and irrigation facilities, flood control and navigation aids, utility systems (heating, sewage, water and electrical) when they serve several buildings or structures, communication systems, traffic aids, roads and bridges, and nonstructural improvements such as sidewalks, parking areas, and fences. RP also includes government-funded costs of improvements to leased buildings, structures, and facilities, as well as easements and right-of-way, where government is the lessee or the cost is charged to a government contract. Contractors shall report leasehold improvements with a unit acquisition cost of $1,000,000 or more and a useful life of two years or more. (8) Property management system means the contractors system or systems for managing and controlling Government property. (9) Significant deficiency means a system shortcoming that materially affects the reliability of required management information produced by the system. (10) Special Test Equipment (STE) means a single or multipurpose integrated test unit engineered, designed, fabricated, or modified to accomplish special purpose testing in performing a contract. STE consists of items or assemblies of equipment including foundations and similar improvements necessary for installing special test equipment, and standard or general purpose items or components that are interconnected and interdependent so as to become a new functional entity for special testing purposes. STE does not include material, special tooling, real property, and equipment items used for general testing purposes or property that with relatively minor expense can be made suitable for general purpose use. (11) Special Tooling (ST) means jigs, dies, fixtures, molds, patterns, taps, gauges, and all components of these items including foundations and similar improvements necessary for installing special tooling, and which are of such a specialized nature that without substantial modification or alteration their use is limited to the development or production of particular supplies or parts thereof or to the performance of particular services. ST does not include material, special test equipment, real property, equipment, machine tools, or similar capital assets. (12) Summary Record means a single document or data record used to account for components and details of special (small) tooling and/or equipment that do not require tagging (e.g., furniture and body armor) with a unit cost less than $1,000. Summary records cannot be used for items requiring calibration, property requiring tagging (barcodes), or for classified or sensitive property. (c) Property Analyst. The 91Ƭ Martin Procurement Representative has delegated property administration authority to a 91Ƭ Martin Property Analyst. (d) Contractor Property Representatives. The contractor shall provide the name, address, and telephone number of the company official responsible for establishing and maintaining control of Government property under this contract to the 91Ƭ Martin Procurement Representative and the assigned 91Ƭ Martin Property Analyst within 30 calendar days after receipt of this contract and upon assignment of a replacement official. (e) Government Property List. The Government Property List in the resulting contract identifies all Government property offered to the contractor on a no-charge-for-use basis to perform this contract and the dates of availability for each item. The 91Ƭ Martin Procurement Representative will update the list as changes occur so that it always identifies all the Government property authorized for transfer to the contractor under this contract, whether or not the items have actually been transferred. The Government Property List is not intended to include all Government property accountable to this contract; the inventory of Government property accountable to this contract is maintained in the Electronic Procurement Exchange/Property Management Module (Epx/PMM) based on 91Ƭ Martins quarterly property reports. (f) Property Transfers. The Government through 91Ƭ Martin can direct the transfer of contract-accountable property between contracts. All transfers must be coordinated through 91Ƭ Martin for authorization between the losing and gaining Contracting Officers and Property Analysts, and by the COTRs, Associate Property Management Officers, and other Program Office personnel as appropriate. The 91Ƭ Martin Property Analyst will evaluate each transfer to ensure that the gaining contract includes the appropriate Government property clauses (52.245-1, 52.245-9 and G52.245-001), assist in validating the gaining contract requirement, and verify that the transfer will not adversely impact the losing contract. Transfers between contracts must be documented using a DD Form 1149, a 91Ƭ Martin Procurement Representative letter, or a contract modification. This documentation shall serve as the only record necessary to document transfers. When multiple items are transferred, a listing of items with all data elements prescribed in the contractual flow downs must be attached to the transfer document. The contractor must obtain approval of the 91Ƭ Martin Procurement Representative or designee before property transfers occur, except for contractor acquired material with a unit cost less than $10,000 transferred within an approved Material Management and Accounting System (MMAS). If requested by the 91Ƭ Martin Property Analyst, the contractor shall notify the 91Ƭ Martin Property Analyst when such MMAS transfers are executed. (g) Government Property Accountable to Other Contracts. (1) The contractor may use Government property in their possession and accountable to another government contract for the performance of this contract on a rent-free, non-interference use (RFNIU) basis if approved in writing by the Contracting Officers for both contracts. Requests for RFNIU must contain a liability provision from the requesting contract, and stipulate that: (i) The property will be used on a strictly rent-free, non-interference basis; (ii) Use will not impact the owning program; (iii) The property will be returned upon request from the owning contract to meet its urgent needs; (iv) The form, fit, and function of the property will not be altered without written approval from the owning Contracting Officer; and (v) The property will be controlled and accounted for at all times. (2) RFNIU transactions must comply with the terms and conditions of both contracts as well as with any provisions in the 91Ƭ Martin Procurement Representatives approval letter. Material is not eligible for RFNIU. (h) Title. Title to all Government-furnished property and all contractor acquired property which has been reimbursed under the contract remains vested with the Government. Upon completion or termination of this contract, the Contractor shall submit to the 91Ƭ Martin Procurement Representative and 91Ƭ Martin Property Analyst a list of all property acquired under the contract during the contract period. The list shall describe each item, including the manufacturer, model number, part number, serial number, date acquired, cost, location, and condition, and shall be submitted to the 91Ƭ Martin Property Analyst within 45 calendar days after completion or termination of the contract. (i) Promotional Items. Stand-alone promotional items received from a vendor in conjunction with a Government purchase, whether as Government-furnished property or contractor-acquired property, must be accounted for as Government property in the contractors Property Management System (PMS). If the contractor has a valid need to use the promotional items to fulfill contractual requirements, the items shall be managed as contract-accountable property. If there is no valid need for the items under the contract, the contractor will disposition the items as directed by the 91Ƭ Martin Procurement Representative. (j) Audits and Analyses. (1) The 91Ƭ Martin Property Analysts will audit/analyze the contractors processes, controls, policies, accountability, and administration of Government property in accordance with FAR and customer contractual requirements. Failure of the contractor to maintain an adequate property management system may result in revocation of the Governments assumption of risk by the Contracting Officer. (2) Support Property Administration for subcontractors and alternate locations will be performed in accordance with FAR 45.502 and 45.503, and applicable government provisions. When contractor is also performing as a subcontractor on another 91Ƭ Martin contract, the 91Ƭ Martin Property Analysts will, when appropriate, include any property accountable to that subcontract in their analysis of the prime contractor. This support property administration applies to the property analysis and represents no change to the prime contractor to subcontractor relationship with respect to plant clearance, Loss, Damage, Destruction, or Theft (LDDT), and property reporting. (k) Reporting. (1) Quarterly Reports. The contractor shall submit quarterly reports of all property accountable to this contract and in the possession of the contractor or subcontractors. Reports shall be prepared in accordance with the contractual flow downs, and the following guidance: (a) Submit reports not later than the 7th day after each of the following reporting periods: First Quarter: 1 September -30 November Second Quarter: 1 December 28/29 February Third Quarter: 1 March 31 May Annual Report: 1 June 31 August (ii) Each report must be submitted electronically to the 91Ƭ Martin Procurement Representative and a copy to the 91Ƭ Martin Property Analyst. (iii) Contractors shall include all contract-accountable property in the possession of their subcontractors in each property report. (iv) Each tagged item of contract-accountable property must be assigned a Program Code to identify the government program under which the item was originally acquired, or to designate the item as non-program. Non-program property is contract-accountable property acquired for general, administrative, or support activities. Program property comprises contract-accountable property purchased to support the acquisition of a satellite, command and control system, data-processing system, or space launch. (v) The contractor shall retain documents which support the data in their property reports for the periods specified in FAR Subpart 4.7 or for the life of the asset, whichever is longer. (vi) Reserved. (vii) Reserved. (viii) Reserved. (ix) Changes to these reporting requirements, including changes in frequency, style, substance, and level of detail, may be made at any time during the performance of this contract at no change in contract value. When changes in Federal Accounting Standards and OMB reporting requirements occur, contractors may also be required to submit supplemental information with this report. Failure to provide required reporting may result in termination of this contract, suspension of payment by 91Ƭ Martin until required reporting is received, or other action as deemed appropriate by the 91Ƭ Martin Procurement Representative. (2) Subcontractor Property Reports. (i) The contractor shall ensure that the following information is included in the quarterly property reports for all government contract-accountable property under this Contract in the possession of subcontractors: Subcontractor company name: Prime contract number; Subcontract number; Complete listing of all tagged property; Location of contract-accountable property, to include building, room, city, and state; and Total quantity and dollar value for all CAM and GFM. (ii) The subcontractor property report details shall be included in the quarterly property report submittal, reference section (k)(1). (iii) In addition to the quarterly reporting requirements described above, contractor shall submit a detailed spreadsheet containing the information in section i) with their third quarter property report. (3) Inventory Reports. The contractor shall periodically conduct a physical inventory of contract-accountable property in accordance with leading Industry practices, standards and procedures. The 91Ƭ Martin Property Analyst will approve the frequency and method to be used by the contractor for the physical inventory process. Under a manual inventory system, the property inventoried shall be tagged or marked in a manner that indicates that the item has been inventoried. The tags used are normally color-coded or identify the current year, and should be designed to last through the inventory cycle. The contractor shall submit the results of each physical inventory (to include all inventories performed by the prime contractor and each subcontractor) to the 91Ƭ Martin Procurement Representative or 91Ƭ Martin Property Analyst no later than 60 days after inventory completion or per the contractual flow downs. The contractor shall also post the inventory results to their property records. (4) Final (Zero) Property Report. After completion of the contract period of performance and within 30 days after disposition of all contract-accountable property under this contract, the contractor shall submit a final zero property report to the 91Ƭ Martin Procurement Representative certifying the disposition of all contract-accountable property and providing along with documentation supporting the transfer or disposal of all contractor inventory (e.g., SF1428, DD 1149). (l) Reutilization and Disposal. (1) Reutilization. Government property that has had no activity should be reviewed annually by contractor and 91Ƭ Martin personnel to determine whether reutilization is possible. The 91Ƭ Martin Property Analyst should work in concert with the contractors to ensure that the Program Offices have sufficient time to determine use inside or outside the organization. Government property is not to be stored, retained, or held by the contractor without proper authority from the 91Ƭ Martin Procurement Representative or as specified by contract. (2) Disposal. Once inactive Government property has been determined to be excess to contract requirements, the contractor shall screen it against all in-house Government contracts prior to screening by the 91Ƭ Martin Property Analyst. In addition to the requirements in FAR 52.245-1, the contractor shall be held to a 100-day standard for plant clearance cases (PCC) unless circumstances dictate otherwise. The 91Ƭ Martin Property Analyst will process and track all PCC. The contractor shall not close any PCC or retire any property record until the 91Ƭ Martin Property Analyst provides notification that all PCC actions have be completed and closed. (m) Special Test Equipment (STE) Notice of Intent (NOI). The contractor must obtain the 91Ƭ Martin Procurement Representatives approval before acquiring or fabricating special test equipment at Government expense unless the equipment is itemized in this contract and/or specified in the contractors proposal as STE. The NOI shall include details such as description, quantity, and dollar value of all components that make up the item of STE. The NOI shall also include a full and complete justification validating why the item is being requested and classified as STE. (n) Property Classification and Records. (1) Property Classification. The contractor shall include the appropriate Property Classification Code defined in paragraph (b) of this clause when establishing property records and preparing property reports for contract-accountable property. (2) Records. The official Government property records shall be maintained by the contractor. All records shall contain the basic information as required in FAR 52.245-1 (f) (iii). In addition, all property records must include the following information: (i) Tagged Assets Classification of the property (same as type of property) Serial Number (if applicable) Model Number (if applicable) Parent/Child Relationship (applies to STE and higher assemblies with components) Location of the property (include building, room, city, and state) Last physical inventory date (ii) Material Items Part Number Actual, Average, Moving, or Estimated Cost (as applicable) Acquisition/in-service date Summary of quantity, line items, and dollar value (3) System Records. When items of property are part of a system, such as components of STE or a higher assembly, each individual item/component shall have its own individual record showing the actual or estimated cost with the parent-child relationship clearly established. For example, the cost of STE components can be captured either in the total unit cost of the STE or as individually-priced components. The components of a parent-child relationship that are tracked and costed individually must also be disposed of individually. However, if the costs are tracked as a total unit cost, each component will be disposed of separately by decrementing the total unit cost of the STE. The contractor shall document how it tracks the cost of STE and higher assembly components. (4) Records of Pricing Information. The unit price of Government-Furnished Property (GFP) will be provided on the documentation covering shipment of the property to the contractor. In the event the unit price is not provided on the document, the contractor will take action to obtain the information. If the information is unavailable, the contractor may use estimated costs. (5) Contractors shall decrement their contract property records as appropriate to reflect the following property actions: (i) Lost, Damaged, Destroyed, and Theft. Deletion amounts that result from relief from responsibility under FAR 45.503 granted during the reporting period. (ii) Transferred in Place. Deletion amounts that result from transfer of property to a follow-on contract with the same contractor. (iii) Transferred to Another Government Agency. Deletion amounts that result from transfer of property to another Government agency. (iv) Purchased at Cost/Returned for Credit. Deletion amounts that result from contractor purchase or retention of contractor acquired property, or from contractor returns to suppliers. (v) Disposed of Through Plant Clearance Process. Deletions other than transfers within the Federal Government (e.g., donations to eligible recipients, sold at less than cost, or abandoned/ directed destruction). (vi) Other. Types of deletion other than those reported in (i) through (v) of this section. (o) Flowdown. The contractor shall include this clause in all subcontracts that will have any Government-furnished or contractor-acquired property accountable to the subcontract. (End of Clause) G52.246-001MATERIAL INSPECTION AND RECEIVING REPORT (DD FORM 250) (a) At the time of each delivery of supplies or services under this contract, the contractor shall prepare and furnish to the Government a DD Form 250. (End of Clause) G52.246-002CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND AVOIDANCE SYSTEM (NOV 2022) (a) Definitions. As used in this clause (1) Authorized aftermarket manufacturer means an organization that fabricates a part under a contract with, or with the express written authority of, the original component manufacturer based on the original component manufacturers designs, formulas, and/or specifications. (2) Authorized supplier means a supplier, distributor, or an aftermarket manufacturer with a contractual arrangement with, or the express written authority of, the original manufacturer or current design activity to buy, stock, repackage, sell, or distribute the part. (3) Contract manufacturer means a company that produces goods under contract for another company under the label or brand name of that company. (4) Contractor-approved supplier means a supplier that does not have a contractual agreement with the original component manufacturer for a transaction, but has been identified as trustworthy by a contractor or subcontractor. (5) Counterfeit electronic part means an unlawful or unauthorized reproduction, substitution, or alteration that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified electronic part from the original manufacturer, or a source with the express written authority of the original manufacturer or current design activity, including an authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used electronic parts represented as new, or the false identification of grade, serial number, lot number, date code, or performance characteristics. (6) Electronic part means an integrated circuit, a discrete electronic component (including, but not limited to, a transistor, capacitor, resistor, or diode), or a circuit assembly. Obsolete electronic part means an electronic part that is no longer available from the original manufacturer or an authorized aftermarket manufacturer. (7) Obsolete electronic part means an electronic part that is no longer available from the original manufacturer or an authorized aftermarket manufacturer. (8) Original component manufacturer means an organization that designs and/or engineers a part and is entitled to any intellectual property rights to that part. (9) Original equipment manufacturer means a company that manufactures products that it has designed from purchased components and sells those products under the company's brand name. (10) Original manufacturer means the original component manufacturer, the original equipment manufacturer, or the contract manufacturer. (11) Suspect counterfeit electronic part means an electronic part for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the electronic part is authentic. (b) Acceptable counterfeit electronic part detection and avoidance system. The contractor shall establish and maintain an acceptable counterfeit electronic part detection and avoidance system. Failure to maintain an acceptable counterfeit electronic part detection and avoidance system, as defined in this clause, may result in disapproval of the contractors purchasing system and affect the allowability of costs of counterfeit electronic parts or suspect counterfeit electronic parts and the cost of rework or corrective action that may be required to remedy the use or inclusion of such parts. (c) System criteria. A counterfeit electronic part detection and avoidance system shall include risk-based policies and procedures that address, at a minimum, the following areas: (1) The training of personnel. (2) The inspection and testing of electronic parts, including criteria for acceptance and rejection. Tests and inspections shall be performed in accordance with accepted Government- and Industry-recognized techniques. Selection of tests and inspections shall be based on minimizing risk to the Government. Determination of risk shall be based on the assessed probability of receiving a counterfeit electronic part; the probability that the inspection or test selected will detect a counterfeit electronic part; and the potential negative consequences of a counterfeit electronic part being installed (e.g., human safety, mission success) where such consequences are made known to the contractor. (3) Processes to abolish counterfeit parts proliferation within the contractors supply chain. (4) Risk-based processes that enable tracking of electronic parts from the original manufacturer to product acceptance by the Government, whether the electronic parts are supplied as discrete electronic parts or are contained in assemblies, in accordance with paragraph (c) of the clause at G52.246-003, Sources of Electronic Parts (also see paragraph (c)(2) of this clause). (5) Use of suppliers in accordance with the clause at G52.246-003 and in this contract. (6) Reporting and quarantining of counterfeit electronic parts and suspect counterfeit electronic parts. The Contractor shall report to the 91Ƭ Martin Procurement Representative and to the Government-Industry Data Exchange Program (GIDEP) within 30 days after the contractor becomes aware of, or has reason to suspect that, any electronic part or end item, component, part, or assembly containing electronic parts purchased by the Government, purchased by 91Ƭ Martin, or purchased by a Contractor for delivery to, or on behalf of, the Government or 91Ƭ Martin, contains counterfeit electronic parts or suspect counterfeit electronic parts. Counterfeit electronic parts and suspect counterfeit electronic parts shall be quarantined and protected as evidence along with original documentation, and shall not be returned to the seller or otherwise returned to the supply chain until such time that the parts are determined to be authentic. The contractor shall not notify the source supplier that the items are suspected of being counterfeit. (7) Methodologies to identify suspect counterfeit parts and to rapidly determine if a suspect counterfeit part is, in fact, counterfeit. (8) Design, operation, and maintenance of systems to detect and avoid counterfeit electronic parts and suspect counterfeit electronic parts. The contractor may elect to use current Government- or Industry-recognized standards to meet this requirement. (9) Flow down of counterfeit detection and avoidance requirements, including applicable system criteria provided herein, to subcontractors at all levels in the supply chain that are responsible for buying or selling electronic parts or assemblies containing electronic parts, or for performing authentication testing. (10) Process for keeping continually informed of current counterfeiting information and trends, including detection and avoidance techniques contained in appropriate industry standards, and using such information and techniques for continuously upgrading internal processes. (11) Process for screening GIDEP reports and other credible sources of counterfeiting information to avoid the purchase or use of counterfeit electronic parts. (12) Control of obsolete electronic parts in order to maximize the availability and use of authentic, originally designed, and qualified electronic parts throughout the products life cycle. (d) The contractor shall submit a comprehensive description of their counterfeit electronic part detection and avoidance system to the 91Ƭ Martin Procurement Representative for review and acceptance within 60 days after Contract award. This submission shall include the criteria to be used by the Contractor and subcontractors to select Contractor-approved suppliers. In addition, the contractor shall support when requested, the Governments review and evaluation of the contractors policies and procedures that will be accomplished as part of the evaluation of the contractors purchasing system. (e) The contractor shall include the substance of this clause, including paragraphs (a) through (e), in subcontracts, including subcontracts for commercial products or commercial services, for electronic parts or assemblies containing electronic parts. (End of Clause) G52.246-003Sources of Electronic Parts (NOV 2022) (a) Definitions. As used in this clause (1) Authorized aftermarket manufacturer means an organization that fabricates a part under a contract with, or with the express written authority of, the original component manufacturer based on the original component manufacturers designs, formulas, and/or specifications. (2) Authorized supplier means a supplier, distributor, or an aftermarket manufacturer with a contractual arrangement with, or the express written authority of, the original manufacturer or current design activity to buy, stock, repackage, sell, or distribute the part. (3) Contract manufacturer means a company that produces goods under contract for another company under the label or brand name of that company. (4) Contractor-approved supplier means a supplier that does not have a contractual agreement with the original component manufacturer for a transaction, but has been identified as trustworthy by a contractor or subcontractor. (5) Electronic part means an integrated circuit, a discrete electronic component (including, but not limited to, a transistor, capacitor, resistor, or diode), or a circuit assembly. (6) Original component manufacturer means an organization that designs and/or engineers a part and is entitled to any intellectual property rights to that part. (7) Original equipment manufacturer means a company that manufactures products that it has designed from purchased components and sells those products under the company's brand name. (8) Original manufacturer means the original component manufacturer, the original equipment manufacturer, or the contract manufacturer. (b) Selecting suppliers. The Contractor shall (1) First obtain electronic parts that are in production by the original manufacturer or an original manufacturer authorized aftermarket manufacturer or currently available in stock from (i) The original manufacturers of the parts; or (ii) Their authorized suppliers. If electronic parts are not available as provided in paragraph (b)(1) of this clause, obtain electronic parts that are not in production by the original manufacturer or an authorized aftermarket manufacturer, and that are not currently available in stock from a source listed in paragraph (b)(1) of this clause, from suppliers identified by the Contractor as contractor-approved suppliers and Contractor obtains the advance written approval of 91Ƭ Martin before procuring the part(s), provided that (i) For identifying and approving such contractor-approved suppliers, the Contractor uses established counterfeit prevention industry standards and processes (including inspection, testing, and authentication), such as the DoD-adopted standards at  HYPERLINK "https://assist.dla.mil" https://assist.dla.mil; (ii) The Contractor assumes responsibility for the authenticity of parts provided by such contractor-approved suppliers; and (iii) The Contractors selection of such contractor-approved suppliers is subject to review, audit, and approval by the Contracting Officer, generally in conjunction with a contracting purchasing system review or other surveillance of purchasing practices by the contract administration office, or if the Government obtains credible evidence that a contractor-approved supplier has provided counterfeit parts. (3) Reserved. (4) The foregoing paragraphs (b)(1) and (b)(2) including 91Ƭ Martins approval of procuring an electronic part from to a supplier does not relieve Contractor's total responsibility and liability of the electronic part(s) procured and used. In the event Contractor delivers electronic parts under this contract which constitutes or includes counterfeit electronic parts, then Lockheed Martin shall have and may exercise rights and remedies as provided by this contract and applicable law. (c) Traceability. If the Contractor is not the original manufacturer of, or authorized supplier for, an electronic part, the Contractor shall (1) Have risk-based processes (taking into consideration the consequences of failure of an electronic part) that enable tracking of electronic parts from the original manufacturer to product acceptance by the Government, whether the electronic part is supplied as a discrete electronic part or is contained in an assembly; (2) If the Contractor cannot establish this traceability from the original manufacturer for a specific electronic part, be responsible for inspection, testing, and authentication, in accordance with existing applicable industry standards; and (3) (i) Maintain documentation of traceability (paragraph (c)(1) of this clause) or the inspection, testing, and authentication required when traceability cannot be established (paragraph (c)(2) of this clause) in accordance with FAR Subpart 4.7; and (ii) Make such documentation available to the Lockheed Martin upon request. (d) Government sources. Contractors and subcontractors are still required to comply with the requirements of paragraphs (b) and (c) of this clause, as applicable, if (1) Authorized to purchase electronic parts from the Federal Supply Schedule; (2) Purchasing electronic parts from suppliers accredited by the Defense Microelectronics Activity; or (3) Requisitioning electronic parts from Government inventory/stock under the authority of FAR Clause 52.251-1, Government Supply Sources. (i) The cost of any required inspection, testing, and authentication of such parts may be charged as a direct cost. (ii) The Government is responsible for the authenticity of the requisitioned parts. If any such part is subsequently found to be counterfeit or suspect counterfeit, the Government will Promptly replace such part at no charge; and Consider an adjustment in the contract schedule to the extent that replacement of the counterfeit or suspect counterfeit electronic parts caused a delay in performance. (e) Contractor sources. Contractors and subcontractors are still required to comply with the requirements of paragraphs (b) and (c) of this clause, as applicable, if (1) Electronic parts are provided by a contractor to another contractor (i) The cost of any required inspection, testing, and authentication of such parts may be charged as a direct cost. (ii) The entity providing the parts is responsible for the authenticity of the parts. If any such part is subsequently found to be counterfeit or suspect counterfeit, the entity providing the parts will Promptly replace such part at no charge; and Consider an adjustment in the contract or subcontract schedule, as applicable, to the extent that replacement of the counterfeit or suspect counterfeit electronic parts caused a delay in performance. (f) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (f), in subcontracts, including subcontracts for commercial products or commercial services that are for electronic parts or assemblies containing electronic parts, unless the subcontractor is the original manufacturer. (End of Clause) G52.246-004 Supply Chain Risk Management (a) Compliance requirements. (1) The performer shall procure, to the maximum extent practicable, products, systems and critical components of those systems, which are Original Component Manufacturer (OCM) or Original Equipment Manufacturer (OEM) and competitively sourced. Procurement of products, systems and critical components must be compliant with the Buy American Act and Government Information Technology (IT) procurement policies. (2) The Government may waive or tailor SCRM requirements for Advanced Research and Development projects involving experimental or demonstration projects that meet any of the following: (i) Projects/systems in Technology Readiness Level 1-3 with limited domestic-only supply chain exposure or without utilization of Government networks or supply chain exposure. (ii) Projects/systems that will have no physical or virtual connection with operational mission systems. (iii) Projects/systems without identified Critical Components or Information and Communications Technology (ICT). (b) Supply Chain Risk Management Plan (1) The Performer shall submit a comprehensive Supply Chain Risk Management Plan to the AOR and Agreements officer in accordance with the agreement scope. (2) Contents of the plan shall include at a minimum (i) A complete Supply Chain List (SLC) of ICT components and of subcontractors, hardware and software component suppliers, and vendors (including deliver, packaging, and warehousing vendors) used for performance of the agreement. The SCL shall be updated and accessible to the Government. This list shall be maintained as current throughout the acquisition lifecycle. (ii) Performers confirmation of compliance with the Governments policy requirements for purchases, components, CPI, ICT, materials, instruments, hardware, software or firmware regarding (A) OEMs/OCMs (B) US-made, US-only Suppliers/Vendors; (C) Trade Agreement Act (TAA) compliance for parent level IT (e.g. Router, Switch, Server, Desktop); (Note: Component level IT does not require TAA compliance (e.g. Motherboards, RAM, internal hard drives, video card; and (D) Competitively awarded suppliers. (iii) All information available on suppliers the Performer has already purchased from and/or used under this agreement, together with rationale for purchasing from sources, that are (A) Non-OEM/OCM (B) Foreign-owned, operated, and/or controlled (C) Unknown, or first-time use; and/or (D) Sole Source (iv) A complete description of its Supply Chain Risk Management System (SCRMS). (v) A description of the Performers purchasing process or system, including security and vetting controls used in the selection and award of subcontractors, vendors and suppliers to comply with paragraphs (b)(2)(ii) (iv). (vi) The status of purchasing system review conducted by the Defense Contracts Management Agency (DCMA) or other Government Agency, to include Government POCs, dates of assessments and any outstanding corrective actions. (vii) Subcontractor purchasing systems shall be compliant with the Performers SCRM. (c) SCRMS requirements (1) The performer shall establish and maintain an acceptable SCRMS. Failure to maintain an acceptable SCRMS, as defined in this article, may result in: disapproval of the Performers purchasing system; Agreements Officer determination of Non-Responsibility; negative past performance assessment; and/or termination of this agreement. (2) The Performers SCRMS shall comply with the following (i) The Performer shall have adequate systems in place to contribute to supply chain threat assessments to support its SCRMS in documenting, assessing, and dispositioning vulnerabilities in its supply chain, and that enable data exchange with the private and public sector. Performers will share data collected with Program Managers in accordance with section 2(ii), including the Government Industry Data Exchange Program (GIDEP). (ii) The Performer shall provide input to the Government SCRA and component assessments, criticality analysis, supply chain threat assessment, and vulnerability assessment including due diligence research performed in selecting a supplier. Performer shall propose risk mitigation strategies for Government consideration. (iii) The Performer shall provide a description of its Supply chain Risk, defined in section (a), of process or system, addressing how risks are identified and mitigated to the supply chain relative to products, systems and/or critical components of those systems, or otherwise, to service providers to all levels in the supply chain of the agreement. (iv) The Performer shall receive and ship all equipment, software and hardware assets for final delivery using DoD approved carriers in accordance with the Defense Transportation Regulation (DTR). (v) The performer shall track property from date of procurement or date of Government Furnished Equipment (GFE) transfer to disposal (if applicable) and shall make available, at the Governments request, an audit trail of such purchases and transfers. The Performer shall obtain and track Destruction Certificates for serial numbered items when permanently removed from service. (vi) The Performer shall provide notification to the AOR and the Agreements Officer within 72 hours if any items are already purchased, and reflected in the Performers Supply Chain List (SCL) that are: not OEM/OCM; not US-made; not known suppliers (Government SCRA is nonexistent or older than 2 years), or sole source suppliers, including full information available to the Performer regarding items purchased and their source. (vii) The Performer shall notify the AOR and the Agreements Officer within 72 hours of the Performers knowledge of any changes to the Performers supply chain, or to information on the SCL that was initially provided to the Government and reflected in its Supply Chain Surveillance Plan (SCSP), under this agreement. (viii) The Performer shall notify the AOR and the Agreements Officer within 72 hours, when discovering a supply chain compromise or anomaly, whether verified or suspected. The Performer shall conduct a comprehensive investigation of the compromise and keep the AOR informed throughout the process. (ix) The Performer shall select all parts, materials, and process for use in Space Systems to meet the programs Statement of Work. (x) The Performer shall develop and deliver its Software Bill of Materials (SBOM). The SBOM will be used to perform vulnerability or license analysis, both of which can be used to evaluate risk in the developed software capability. The SBOM shall be delivered in one of the data formats conformant to Software Data Package eXchange (SPDX), CycloneDX, Software Identification (SWID) tags are acceptable. (xi) The Performer shall identify CPI and document CPI measures in support of the PPP to address supply chain risks. (d) Subcontracts. The Performer shall insert the substance of this article, including this paragraph (d), into all agreements/subcontracts except for Commercial Services and Commercial Off-the-shelf (COTS) items, that are not on the Performers government approved critical component list. (e) Government sources. The Performer and its subcontractors are required to comply with the requirements of the article, as applicable, even when: Purchasing items(s) from the Federal Supply Schedule; purchasing electronic parts from suppliers accredited by the Defense Microelectronics Activity, or requisitioning electronic parts from Government inventory/stock under the authority of FAR Clause 52.251-1, Government Supply Sources. (f) Reporting Requirements, the reporting requirements of this article shall be effective at the point in time when the Performer has identified Critical Components on its Critical Component list through the end of the agreement performance. (g) Exceptions. The requirements of this article do not apply to Commercial Services and Commercial Off-the-Shelf (COTS) items, that are not on the Performers Government-approved critical component list.FAR CLAUSES 52.203-11: Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions (Sept 2024) 52.203-12: Limitation on Payments to Influence Certain Federal Transactions (Jun 2020) 52.203-13: Contractor Code of Business Ethics and Conduct ( Nov 2021) 52.203-19: Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (Jan 2017) 52.203-6: Restrictions on Subcontractor Sales to the Government (Jun 2020) 52.203-7: Anti-Kickback Procedures (Jun 2020) 52.203-8: Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (May 2014) 52.204-16: Commercial and Government Entity Code Reporting (Aug 2020) 52.204-21: Basic Safeguarding of Covered Contractor Information Systems 52.204-26: Covered Telecommunications Equipment or Services Representation (Oct 2020) 52.204-27: Prohibition on a ByteDance Covered Application (Jun 2023) 52.209-5: Certification Regarding Responsibility Matters (Aug 2020) 52.209-6: Protecting the Governments Interest when Subcontracting With Contractors Debarred, Suspended, Proposed for Debarment (Jan 2025) 52.211-5: Material Requirements (Aug 2000) 52.215-13: Subcontractor Certified Cost or Pricing Data Modifications (Jun 2020) 52.215-14: Integrity of Unit Prices (Nov 2021) 52.215-15: Pension Adjustments and Asset Reversions (Oct 2010) 52.215-18: Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (Jul 2005) 52.215-19: Notification of Ownership Changes (Oct 1997) 52.215-2: Audit and Records Negotiation (Jun 2020) 52.215-20: Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data (Nov 2021) 52.215-21: Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data Modifications (Nov 2021) 52.215-23: Limitations on Pass-Through Charges (Jun 2020) 52.216-10: Incentive Fee (Jun 2011) 52.216-16: Incentive Price Revision Firm Target (Jan 2022) 52.217-2: Cancellation Under Multi-Year Contracts (Oct 1997) 52.222-40: Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) 52.222-50: Combatting Trafficking in Persons (Nov 2021) 52.222-54: Employment Eligibility Verification (Jan 2025) 52.223-11: Ozone Depleting Substances and High Global Warming Potential Hydrofluorocarbons (May 2024) 52.223-20: Aerosols (May 2024) 52.223-21: Foams (May 2024) 52.223-3: Hazardous Material Identification and Material Safety Data (Feb 2021) 52.225-1: Buy American Supplies (Oct 2022) 52.225-13: Restrictions on Certain Foreign Purchases (Feb 2021) 52.225-8: Duty Free Entry (Oct 2010) 52.226-8: Encouraging Contractor Policies to Ban Text Messaging While Driving (May 2024) 52.227-1: Authorization and Consent (Jun 2020) 52.227-10: Filing of Patent Applications Classified Subject Matter (Dec 2007) 52.227-19: Commercial Computer Software License (Dec 2027) 52.227-2: Notice and Assistance Regarding Patent and Copyright Infringement (Jun 2020) 52.227-3: Patent Indemnify (Apr 1984) 52.227-6: Royalty Information (Apr 1984) 52.230-2: Cost Accounting Standards (Jun 2020) 52.230-6: Administration of Cost Accounting Standards (Jun 2010) 52.232-17: Interest (May 2014) 52.232-20: Limitation of Cost (Apr 1984) 52.232-32: Performance Based Payments ( Apr 2012) 52.232-39: Unenforceability of Unauthorized Obligations (Jun 2013) 52.232-40: Providing Accelerated Payments to Small Business Subcontractors (Mar 2023) 52.233-3 ALT I: Alternate I Protest after award (Jun 1985) 52.234-1: Industrial Resources Develped Under Titled III, Defense Production Act (Sep 2016) 52.239-1: Privacy or Security Safeguards (Aug 1996) 52.242-13; Bankruptcy (Jul 1995) 52.242-15 ALT I: Alternate I Stop Word Order (1984) 52.243-1: Changes Fixed-Price (Aug 1987) 52.243-2 ALT II: Alternate II Changes-Cost-Reimbursement (Apr 1984) 52.244-2: Subcontracts (Jun 2020) 52.244-5: Competition in Subcontracting (Aug 2024) 52.244-6: Subcontracts for Commercial Products and Commercial Services (Jan 2025) 52.245-1 Government Property (Sep 2021) 52.245-1I: Alternate I Government Property (Apr 2012) 52.245-9: Use and Changes (Apr 2012) 52.246-11: Higher Level Contract Quality Requirement (Dec 2014) 52.246-15: Certificate of Conformance (Apr 1984) 52.246-2: Inspection of Supplies Fixed Price (Aug 1996) 52.246-23: Limitation of Liability (Feb 1997) 52.246-24: Limitation of Liability High -Value Items (Feb 1997) 52.246-26: Reporting Nonconforming Items (Aug 2024) 52.246-3: Inspection of Supplies Cost Reimbursement (May 2001) 52.247-63: Preference of U.S. Flag Air Carriers (Jan 2025) 52.247-64: Preference for Privately Owned U.S Flag Commercial Vessels ( Nov 2021) 52.249-14: Excusable Delays (Apr 1984) 52.249-2: Termination for Convenience of the Government (Fixed Price) (Apr 2012) 52.249-6: Termination (Cost Reimbursement (May 2004) 52.249-8: Default (Fixed-Price Supply and Service (Apr 1984) H-Clauses: H-4 Contracts Shared Responsibility in the Event of Significant Overrun to the Performance Measurement Baseline: Definitions. As used in this clause Above Target Budget (ATB) Means the difference between the total Allocated Budget (TAB) and Contract Budget Base (CBB). The ATB reflects all projected additional budget plus additional Management Reserve (MR), if added, in the post-Over Target Baseline (OTB) performance measurement budgets. (Replaces the former term Over Target Budget). Contract Budget Base (CBB means the amount the Contract estimates is required to complete performance of all authorized work on the Contract. Management Reserve (MR) means the amount of Total Allocated Budget (TAB) withheld by the contractor program manger for management control purposes, risks and opportunities, and unplanned in-scope work. Overrun means Any amount that exceeds the amount specified as Total Estimated Cost on a contract line item. Over Target Baseline (OTB) means A revised baseline for management when the original cost and schedule objectives cannot be met and new goals are needed for internal management and control of future contract performance. An OTB is the TAB that has been formally reprogrammed to include additional performance measurement budget (Above Target Budget) in excess of the Contract Budget Base (CBB). The CBB is not adjusted as a result of the OTB. Performance Measurement Baseline (PMB) means A time phased resourced plan against which the accomplishment of in-scope authorized work can be measured. It is comprised of all Distributed Budget (DB) and Undistributed Budget (UB). It includes the budgets assigned to scheduled control accounts and the applicable indirect budgets. For future effort, not yet planned to the control account level, the PMB also includes budgets assigned to higher level Contractor Work Breakdown Structure (CWBS) elements called Summary Level Planning Packages (SLPPs), and Undistributed Budgets (UD). The PMB does not include Management Reserve (MR). The PMB is established as soon as practicable after contract award, and prior to the Integrate Baseline Review (IBR). Total Allocated Budget (TAB) means The budgets for all contractually authorized work, including any above target budget (ATB) associated with the implementation of an OTB. The TAB does not include profit or fee. The TAB represents the estimated budget for all authorized work associated with a contract. In the performance of the contract, the contractor shall ensure appropriate cost controls are in place to proactively mange and avoid or minimize cost overruns. The Contractor shall ensure MR and Schedule Reserve (i.e., Schedule Margin, as applicable, to key protect milestones) are used in such a way that minimizes potential cost impacts resulting form risks and issues. In the event of cost nd schedule growth triggers, the contractor shall report the triggers in the Integrated Program Management and Data Analysis Report (IPMDAR) and Contract Funds Status Report (CFSR), and initiate cost and schedule mitigation and control measures with a schedule risk assessment (SRA) and Comprehensive Estimate at Complete (CEAC) within 90 days from the submission f the underlying triggers of existing and/or future cost and schedule growth. The triggers are any or all of the following: 5% Cumulative Unfavorable Cost Variance 5% or greater Unfavorable Program Manger Mist Likely Variance at Complete; and Govt. Schedule Execution Metrics (SEM) Forecast Realism Index (FRO metric is less than 0.70 and Work-off metric is greater than 0.80. If an Over Target Baseline/ Schedule is requested, the Contractor shall conduct three (3) Technical Exchange Meetings (TEM) with the Government During formal reprogramming and development of the CEAC which include the scope, schedule and CEAC TEMs with the Govt. Program Manager, Contracting Officer, Budget Officer and Govt. EVM Focal Point. The focus of the pre-OTB TEMs will be to establish consensus of a realistic, achievable and risk adjusted Over Target Baseline/Schedule (OTB/S). In the event of continued cost/schedule growth after an OTB/S, the contract shall conduct subsequent TEMs within 90 days as directed by the Contracting Officer. Shared Responsibility. The Contractor shall share in overruns that exceed 3% of the target cost (including equitable adjustments). The Contractors share shall be 10% for an Overrun greater than 3%, but less than 8% over target cost; the Contractors share shall be 30% for an overrun greater than 12%, but less than 15% over target cost, and the Contractors share shall be 50% for an overrun greater than 15% over target cost. The contractors liability is capped at 40% over the target cost. In the contract modifications to increase the contract value to recognize estimated or actual overrun, the Contracting Officer will increase the Cost Overrun line on the CLIN by the Governments share of the cost overrun only, and document the total value of the adjustment in the CLIN Description. The Contractor shall consider the total overrun to the target cost inclusive of both the Government Share and the Contractors of the overrun and reflect the total in its EAC for all reporting, including the IPMDAR and CFSR. When reporting funds run-out dates,, the Contractor shall account for both the amount obligated and the unbillable amount (contractor share of overrun). In the event of a conflict between the limitation of Cost/Funds clauses and this clauses, this clauses shall take precedence. The contract value will be incrementally adjusted during performance as necessary to avoid work stoppages due to an insufficient contract value. Each adjustment will consider the cumulative delta between the overrun and the baseline estimated cost. The final contract value will be reconciled using the share ratios in paragraph (e) at the conclusion of the Period of Performance. Any overpayments by the Government to the contractor shall be refunded. See Section J, Attachment 15, Final Price Revision for an Example calculation depicting the share ratios used in this clause. Following the determination of an OTB, the increased cost amount shall be added to CLIN 0001 as Cost Overrun The Contractor shall not receive fee on any overrun. Refer to CDRL X for official instruction on how to report Contractor Share within the CFSR submission. On any invoice submissions where the Contractor Share of overrun has gone into effect, the vendor shall still accumulate all costs incurred as is done any other invoice submission, and then detail a credit on the invoice for the amount of cost that is unallowable (not billable) per the terms/conditions above. 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H-7 - Associate Contractor Relationships: To ensure mission success, the Contractor shall work with other contractors and Government entities responsible for the incorporation of P224 into the overall Government architecture. This includes exchanging data in a timely manner either formally (after the delivery of a formal CDRL) or informally (ex: between formal CDRL deliveries) on a timeline/tempo that is mutually agreeable to all parties. If the data is legitimately proprietary or delivered with Limited or Restricted license right to the Government, the contractor shall ensure appropriate Proprietary Information Agreements (PIA) or similar Non-Disclosure Agreements (NDAs) are established such that the exchange of information is not hindered resulting in cost or schedule impacts to the contract. It is recognized that success of the P224 Program depends upon compatibility of equipment, data, and services of the various Associate Contractors involved in the program and across the Government. This clause is intended to ensure that there will be appropriate coordination and integration of work by the Associate Contractors to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this contract, the contractor assumes the responsibilities to work with and perform as an Associate Contractor. For the purpose of this clause, the term Contractor includes subsidiaries, affiliates, and organizations under the control of the contractor (e.g., subcontractors). Work under the contract may involve access to proprietary or confidential data from other Associate Contractors to which the Government has no acquired license rights to share for a Government purpose. To the extent that such data is received by the Contractor from any Associate Contractor for the performance of this contract, the Contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contractor and shall be used solely for the purpose of the architecture interface integration or other specific purpose for which it was provided. Only that information which is revived from another contractor in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this provision. The obligation to retain such information in confidence will be satisfied if the Contractor receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Contractor agrees to hold such information in confidence as provided herein so long as such information is of a proprietary confidential or limited rights nature. The Contractor hereby agrees to closely cooperate as an Associate Contractor with the other Associate Contractors on this Program. This involves as a minimum: Maintenance of a close liaison and working relationship; Maintenance of a free and open information network with all Government -identified Associate Contractors; Delineation of detailed interface responsibilities; Entering into written agreement with the other Associate Contractors setting forth substance and procedures relating to the foregoing, and providing the Contracting Officer with a copy of same; and Receipt of proprietary information as to the Associate Contractor and transmittal of Contractor proprietary information as to the Associate Contractors subject to any applicable proprietary information exchange agreements between associate contractors when, in either case those actions are necessary for the performance of either. In the event that the Contractor and the Associate Contractor are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as schedule, the Contractor shall promptly notify the Contracting Officer and furnish the Contractors recommended solution. The Government will determine the appropriate corrective action and the CO will issue direction to the affected Contract(s). The Contractor shall proceed in accordance with such direction subject to applicable contract provisions. 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