<table>
<colgroup>
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</colgroup>
<tbody>
<tr class="odd">
<td colspan="6" rowspan="2"><strong>AWARD / CONTRACT</strong></td>
<td colspan="11" rowspan="2"><ol type="1">
<li><p>This Contract is a rated order</p></li>
</ol>
<blockquote>
<p>under DPAS (15 CFR 350)</p>
</blockquote></td>
<td colspan="10">Rating</td>
<td colspan="5">Page of Pages</td>
</tr>
<tr class="even">
<td></td>
<td colspan="9">     </td>
<td colspan="3">1</td>
<td colspan="2">33</td>
</tr>
<tr class="odd">
<td colspan="6">2. Contract (Proc. Inst. Ident.) No.</td>
<td colspan="11">3. Effective Date</td>
<td colspan="15">4. Requisition / Purchase Request / Project No.</td>
</tr>
<tr class="even">
<td></td>
<td colspan="5">SA130106CN0048</td>
<td colspan="2"></td>
<td colspan="9">Aug 11, 2006</td>
<td></td>
<td colspan="14">NTIA912-6-0269      </td>
</tr>
<tr class="odd">
<td colspan="6">5. Issued By</td>
<td colspan="6">Code SA1301</td>
<td colspan="2"></td>
<td colspan="10">6. Administered By (if other than item)</td>
<td colspan="8">Code SA1301</td>
</tr>
<tr class="even">
<td></td>
<td colspan="11">US Department of Commerce</td>
<td colspan="2"></td>
<td colspan="18"></td>
</tr>
<tr class="odd">
<td></td>
<td colspan="11">CAS, OS Business Solutions Team</td>
<td colspan="2"></td>
<td colspan="18">     </td>
</tr>
<tr class="even">
<td></td>
<td colspan="11">1401 Constitution Ave. NW Room 6521</td>
<td colspan="2"></td>
<td colspan="18">See Item 5</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="11">Washington, DC 20230</td>
<td colspan="2"></td>
<td colspan="18">     </td>
</tr>
<tr class="even">
<td></td>
<td colspan="11">Carol Silverman CXS 202-482-5543</td>
<td colspan="2"></td>
<td colspan="18">     </td>
</tr>
<tr class="odd">
<td></td>
<td colspan="11">csilverman@doc.gov</td>
<td colspan="2"></td>
<td colspan="18"></td>
</tr>
<tr class="even">
<td colspan="19">7. Name and address of Contractor (No., Street, City,
State and Zip Code)</td>
<td colspan="13">8. Delivery</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="9">INTERNET CORPORATION FOR ASSIGNED NAMES</td>
<td colspan="9">Vendor ID: 00000428</td>
<td colspan="2"></td>
<td>     </td>
<td colspan="4">FOB Origin</td>
<td colspan="3">     </td>
<td colspan="3">Other (See below)</td>
</tr>
<tr class="even">
<td></td>
<td colspan="9">4676 ADMIRALTY WAY, STE 330</td>
<td colspan="9">DUNS: 045511487</td>
<td colspan="13">9. Discount for prompt payment</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="9">MARINA DEL REY CA 902926648</td>
<td colspan="9">CEC:</td>
<td colspan="13">            Net 30</td>
</tr>
<tr class="even">
<td></td>
<td colspan="9">     </td>
<td colspan="9">Cage Code: 4A4S9</td>
<td colspan="4" rowspan="4"><p>10. SUBMIT INVOICES</p>
<p>(4 copies unless other- wise specified) Address shown in:</p></td>
<td colspan="9">Item</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="9">     </td>
<td colspan="9">TIN: 954712218</td>
<td colspan="9">CAMS0007</td>
</tr>
<tr class="even">
<td></td>
<td colspan="9"></td>
<td colspan="9"></td>
<td colspan="9"></td>
</tr>
<tr class="odd">
<td colspan="7">Code</td>
<td colspan="12">Facility Code</td>
<td colspan="9"></td>
</tr>
<tr class="even">
<td colspan="9">11. Ship To / Mark For</td>
<td colspan="4">CodeNTIA-HCH</td>
<td colspan="15">12. Payment will be made by</td>
<td colspan="4">Code CAMS0007</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="12">National Tel. and Info. Admin</td>
<td colspan="2"></td>
<td colspan="17">NOAA NFA HQTR - Route: OFA232</td>
</tr>
<tr class="even">
<td></td>
<td colspan="12">1401 Constitution Ave. NW</td>
<td colspan="2"></td>
<td colspan="17">Bldg. CXXI - Station 2133</td>
</tr>
<tr class="odd">
<td></td>
<td colspan="12">Room 4888, HCHB</td>
<td colspan="2"></td>
<td colspan="17">20020 Century Blvd</td>
</tr>
<tr class="even">
<td></td>
<td colspan="12">Washington, DC 20230</td>
<td colspan="2"></td>
<td colspan="17">Germantown, MD 20874-1143</td>
</tr>
<tr class="odd">
<td colspan="13">13. Authority for using other than full and open
competition</td>
<td colspan="19">14. Accounting and Appropriation Data</td>
</tr>
<tr class="even">
<td colspan="2"></td>
<td> </td>
<td colspan="2">10 U.S.C 2304C)(       )</td>
<td colspan="2"> </td>
<td colspan="6">41 U.S.C. 253 (C)(       )</td>
<td colspan="2" rowspan="2"></td>
<td colspan="17" rowspan="2">          </td>
</tr>
<tr class="odd">
<td colspan="13"></td>
</tr>
<tr class="even">
<td colspan="4"><p>15A</p>
<p>ITEM NO.</p></td>
<td colspan="7"><p>15B</p>
<p>SUPPLIES/SERVICES</p></td>
<td colspan="5"><p>15C</p>
<p>QUANTITY</p></td>
<td colspan="4"><p>15D</p>
<p>UNIT</p></td>
<td colspan="5"><p>15E</p>
<p>UNIT PRICE</p></td>
<td colspan="6"><p>15F</p>
<p>AMOUNT</p></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4"></td>
<td colspan="7"></td>
<td colspan="5"></td>
<td colspan="4"></td>
<td colspan="5"></td>
<td colspan="6"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="4"></td>
<td colspan="7"><p>The Contractor shall provide the services in
accordance with the terms, conditions, and prices described herein.</p>
<p>The Contractor's proposal, dated August 2, 2006, is hereby
incorporated by reference.</p></td>
<td colspan="5"></td>
<td colspan="4"></td>
<td colspan="5"></td>
<td colspan="6"></td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4"></td>
<td colspan="7"></td>
<td colspan="5"></td>
<td colspan="4"></td>
<td colspan="5"></td>
<td colspan="6"></td>
<td></td>
</tr>
<tr class="even">
<td colspan="4">0001</td>
<td colspan="7"><p>BASE YEAR - October 1, 2006 - September 30, 2007</p>
<p>The Contractor shall provide the services necessary for the operation
of the Internet Assigned Numbers Authority (IANA) in accordance with the
attached statement of work.</p></td>
<td colspan="5">1</td>
<td colspan="4">JB</td>
<td colspan="5">0.00</td>
<td colspan="6">0.00</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4">0002</td>
<td colspan="7"><p>OPTION YEAR 1 - October 1, 2007 - September 30,
2008</p>
<p>The Contractor shall provide the services necessary for the operation
of the Internet Assigned Numbers Authority (IANA) in accordance with the
attached statement of work.</p></td>
<td colspan="5">1</td>
<td colspan="4">JB</td>
<td colspan="5">0.00</td>
<td colspan="6">0.00</td>
<td></td>
</tr>
<tr class="even">
<td colspan="4">0003</td>
<td colspan="7"><p>OPTION YEAR 2 - October 1, 2008 - September 30,
2009</p>
<p>The Contractor shall provide the services necessary for the operation
of the Internet Assigned Numbers Authority (IANA) in accordance with the
attached statement of work.</p></td>
<td colspan="5">1</td>
<td colspan="4">JB</td>
<td colspan="5">0.00</td>
<td colspan="6">0.00</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4">0004</td>
<td colspan="7"><p>OPTION YEAR 3 - October 1, 2009 - September 30,
2010</p>
<p>The Contractor shall provide the services necessary for the operation
of the Internet Assigned Numbers Authority (IANA) in accordance with the
attached statement of work.</p></td>
<td colspan="5">1</td>
<td colspan="4">JB</td>
<td colspan="5">0.00</td>
<td colspan="6">0.00</td>
<td></td>
</tr>
<tr class="even">
<td colspan="4">0005</td>
<td colspan="7"><p>OPTION YEAR 4 - October 1, 2010 - September 30,
2011</p>
<p>The Contractor shall provide the services necessary for the operation
of the Internet Assigned Numbers Authority (IANA) in accordance with the
attached statement of work.</p></td>
<td colspan="5">1</td>
<td colspan="4">JB</td>
<td colspan="5">0.00</td>
<td colspan="6">0.00</td>
<td></td>
</tr>
<tr class="odd">
<td colspan="4"></td>
<td colspan="7"></td>
<td colspan="5"></td>
<td colspan="4"></td>
<td colspan="5"></td>
<td colspan="6"></td>
<td></td>
</tr>
</tbody>
</table>

**[SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS]{.underline}**

**B.1 CONTRACT TYPE**

\(a\) This is a cost contract.

\(b\) In accordance with Federal Acquisition Regulation (FAR) 16.302(a),
a cost contract is a cost-reimbursement contract in which the contractor
receives no fee.

\(c\) The cost principles established in the Office of Management and
Budget (OMB) Circular A-122 shall apply to this contract. OMB Circular
A-122 may be retrieved from the following url:

[www.whitehouse.gov/omb/circulars/a122/a122.html](http://www.whitehouse.gov/omb/circulars/a122/a122.html)

\(d\) The requirements identified in the statement of work shall be
performed by the Contractor at no cost to the United States Government.
If the Contractor intends on establishing and collecting fees from third
parties (*i.e.*, other than the Government) for the functions performed
under this contract, the Contractor shall notify the Contracting Officer
in writing at least sixty days prior to the fee being applied and
provide documentation which identifies the rationale for the fee, the
parties to be charged, and the cost basis for the fee in accordance with
OMB Circular A-122 and FAR clause 52.215-2, Audit and Records --
Negotiations, Alternate II. The Contracting Officer shall approve any
fee in writing prior to the Contractor imposing the fee.

**At the time of purchase order award, the estimated value of this
purchase order is less than \$10,000.**

**B.2 PERIOD OF PERFORMANCE (CAR 1352.215-70)(MAR 2000)**

\(a\) The period of performance of this contract is for a Base Year that
commences on October 1, 2006 to September 30, 2007.

\(b\) This contract contains four option years of twelve months each.
The Government may exercise the option year through the issuance of a
unilateral modification. The exercise of an option year will be in
compliance with FAR 52.217-9. The Government is not obligated to the
Option Years in the contract unless a modification is issued by the
Contracting Officer exercising the option year.

\(c\) The four option periods that may be exercised are as follows:

[Period]{.underline} [Duration]{.underline}

Option Period I October 1, 2007 to September 30, 2008

Option Period II October 1, 2008 to September 30, 2009

Option Period III October 1, 2009 to September 30, 2010

Option Period IV October 1, 2010 to September 30, 2011

**[SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF
WORK]{.underline}**

**C. 1352.211-70 STATEMENT OF WORK/SPECIFICATIONS (MARCH 2000)**

The Contractor shall furnish the necessary personnel, material,
equipment, services and facilities to perform the following the
Statement of Work/Specifications

**C.1. BACKGROUND**

C.1.1 The U.S. Department of Commerce (DoC), National Telecommunications
and Information Administration (NTIA) has initiated this agreement to
maintain the continuity and stability of services related to certain
interdependent Internet technical management functions, known
collectively as the Internet Assigned Numbers Authority (IANA).

C.1.2 Initially, these interdependent technical functions were performed
on behalf of the Government under a contract between the Defense
Advanced Research Projects Agency (DARPA) and the University of Southern
California (USC), as part of a research project known as the Terranode
Network Technology (TNT). As the TNT project neared completion and the
DARPA/USC contract neared expiration in 1999, the Government recognized
the need for the continued performance of the IANA functions as vital to
the stability and correct functioning of the Internet. On December 24,
1998, USC entered into a transition agreement with the Internet
Corporation for Assigned Names and Numbers (ICANN) under which ICANN
secured directly from USC, all necessary resources, including key
personnel, intellectual property, and computer facility access critical
to the continued performance of the IANA functions. Having assumed these
key resources (as well as other responsibilities associated with
privatization of the Internet domain name system), ICANN was uniquely
positioned to undertake performance of these functions. On February 8,
2000, March 21, 2001,and then on March 13, 2003, the DoC entered into an
agreement with ICANN to perform the IANA functions. In connection with
its work under these agreements, ICANN has developed and maintained
close, constructive working relationships with a variety of interested
parties, including Internet standards development organizations and
technical bodies.

C.1.3 The Government acknowledges that data submitted by applicants in
connection with the IANA function is confidential information. To the
extent permitted by law, the Government shall accord any data submitted
by applicants in connection with the IANA functions with the same degree
of care as it uses to protect its own confidential information, but not
less than reasonable care, to prevent the unauthorized use, disclosure
or publication of confidential information. In providing data that is
subject to such a confidentiality obligation to the Government, the
Contractor shall advise the Government of that obligation.

**C.2 CONTRACTOR REQUIREMENTS**

C.2.1 The Contractor must perform the required services for this
purchase order as a prime Contractor, not as an agent or subcontractor.
The Contractor must possess and maintain through the performance of this
acquisition a physical address within the United States. The Government
reserves the right to inspect the premises, systems, and processes of
all security and operational components used for the performance of
these requirements.

C.2.2 The Contractor shall furnish the necessary personnel, material,
equipment, services, and facilities to perform the following
requirements without any cost to the Government. On or after the
effective date of this purchase order, the Contractor may establish and
collect fees from third parties (*i.e,* other than the Government) for
the functions performed under this purchase order, provided the fee
levels are approved by the Contracting Officer before going into effect,
which approval shall not be withheld unreasonably and provided the fee
levels are fair and equitable and provided the aggregate fees charged
during the term of this purchase order do not exceed the cost of
providing the requirements of this purchase order. The Government will
review the Contractor's accounting data at anytime fees are charged to
verify that the above conditions are being met.

C.2.2.1 DoC NTIA has a requirement for a Contractor to maintain the
operation of the Internet by performing the IANA functions. In
performance of this purchase order, the Contractor shall furnish the
necessary personnel, material, equipment, services, and facilities
(except as otherwise specified), to perform the following IANA
requirements.

C.2.2.1.1 Coordinate the assignment of technical protocol parameters - -
This function involves the review and assignment of unique values to
various parameters (*e.g.*, operation codes, port numbers, object
identifiers, protocol numbers) used in various Internet protocols. This
function also includes the dissemination of the listings of assigned
parameters through various means (including on-line publication) and the
review of technical documents for consistency with assigned values.

C.2.2.1.2 Perform administrative functions associated with root
management - - This function addresses facilitation and coordination of
the root zone of the domain name system, with 24 hour-a-day/7
days-a-week coverage. It includes receiving requests for and making
routine updates of the country code top level domain (ccTLD) contact
(including technical and administrative contacts) and nameserver
information. This function also includes receiving delegation and
redelegation requests, investigating the circumstances pertinent to
those requests, and making recommendations and reporting actions
undertaken in connection with processing such requests. All requests,
collectively referred to as IANA root management requests, must be
processed promptly and efficiently, and in accordance with processing
metrics set forth in Section J - Appendix A. These processing metrics
will be posted prominently on Contractors website. Contractor shall
develop and implement a process no later than January 30, 2007, for
consulting with the relevant governments and ccTLD managers to encourage
greater efficiency and responsiveness to these entities in processing
ccTLD requests, consistent with the processing metrics.

C.2.2.1.3 Allocate Internet Numbering Resources - - This function
involves overall responsibility for allocated and unallocated IPv4 and
IPv6 address space and Autonomous System Number space. It includes the
responsibility for delegation of IP address blocks to regional
registries for routine allocation, typically through downstream
providers, to Internet end-users within the regions served by those
registries. This function also includes reservation and direct
allocation of space for special purposes, such as multicast addressing,
addresses for private networks as described in RFC 1918, and globally
specified applications.

C.2.2.1.4 Other services - - The Contractor shall perform other IANA
functions and implement modifications in performance of the IANA
functions as needed upon mutual agreement of the parties.

C.2.3 Secure Systems \-- Computing and communications systems operated
by the Contractor shall be installed and operated in accordance with
best business and security practices. The Contractor shall implement
authenticated communications between it and its customers when carrying
out all IANA requirements. Such practices and configuration of all
systems shall be documented.

C.2.4 Secure Data \-- The Contractor shall ensure the authentication,
integrity, and reliability of the data in performing the IANA
requirements, including the data relevant to DNS, root zone file, and IP
address allocation.

C.2.5 Computer Security Plan \-- A Computer Security Plan is required.
The plan shall be developed and implemented no later than December 1,
2006, and updated annually. The plan shall be delivered to the
Government upon request.

C.2.6 Director of Security \-- The Contractor shall designate a Director
of Security who shall be responsible for ensuring technical and physical
security measures, such as personnel access controls. The name of the
Director of Security shall be provided to the Government prior to
contract award. The Contracting Officers Technical Representative (COTR)
shall also be notified and consulted in advance when there are personnel
changes in this position.

**C.3 REPORTING REQUIREMENTS**

C.3.1 Monthly Performance Progress Report **\--** The Contractor shall
prepare and submit to the Contracting Officer and COTR a performance
progress report every month (no later than 15 calendar days following
the end of each month) that contains statistical and narrative
information on the performance of the IANA functions (*i.e.*, assignment
of technical protocol parameters; administrative functions associated
with root zone management; and allocation of internet numbering
resources) during the previous 30-day period. The report shall include a
narrative summary of the work performed for each of the functions, and
shall include the tables set forth in Section J - Appendix B, completed
by the Contractor with appropriate details and particularity. The report
shall also describe major events, problems encountered, and any
projected significant changes, if any, related to the performance of
Section C.2.

C.3.2 Audit Data \-- The Contractor shall generate and retain security
process audit record data for one year and provide an annual audit
report to the Contracting Officer and the COTR. Specific audit record
data will be provided to the Contracting Officer and COTR upon request.
All root operations shall be included in the audit, and records on
modifications to the root zone file shall be retained for a period of at
least one year.

C.3.3 Final Report **\--** The Contractor shall prepare and submit a
final report on the performance of the IANA functions that documents
standard operating procedures, including a description of the
techniques, methods, software, and tools employed in the performance of
the IANA functions. This report shall be submitted to the Contracting
Officer and the COTR no later than 30 days after expiration of the
purchase order.

**C.4 PERFORMANCE EXCLUSIONS**

C.4.1 This purchase order, in itself, does not authorize modifications,
additions, or deletions to the root zone file or associated information.
(This purchase order does not alter root system responsibilities as set
forth in Amendment 11 of the Cooperative Agreement NCR-9218742 between
the DoC and VeriSign, Inc.)

C.4.2 This purchase order, in itself, does not authorize the Contractor
to make material changes in established methods associated with the
performance of the IANA functions. Changes in the established methods
associated with the performance of the IANA functions may be implemented
only upon mutual agreement of the parties.

> C.4.3 The performance of the functions under this contract, including
> the development of recommendations in connection with changes that
> constitute delegations and redelegations, shall not be, in any manner,
> predicated or conditioned on the existence or entry into any contract,
> agreement or negotiation between the Contractor and any party
> requesting such changes or any other third-party.

**[SECTION D - PACKAGING AND MARKING]{.underline}**

**D.1 MARKING DELIVERABLES (CAR 1352.247-72) (MAR 2000)**

The contract number shall be placed on or adjacent to all exterior
mailing or shipping labels of deliverable items called for by the
contract, except for reports.

**D.2 IDENTIFYING NOTATION AFFIXED TO CONTRACT DELIVERABLES**

Unless otherwise specified, all documents prepared and submitted by the
Contractor to the Government under this contract shall include the
following information on the cover page of each document:

\(a\) Name and business address of the Contractor

\(b\) Contract number

\(c\) Name and office location of the Contracting Officer's Technical
Representative

\(d\) Title of report.

\(e\) Date of report.

**[SECTION E - INSPECTION AND ACCEPTANCE]{.underline}**

**E.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2)(FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this address:

[WWW.ARNET.GOV]{.underline}

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

52.246-3 MAY 2001 INSPECTION OF SUPPLIES - COST REIMBURSEMENT

52.246-5 APR 1984 INSPECTION OF SERVICES - COST REIMBURSEMENT

**E.2** INSPECTION AND ACCEPTANCE

CAR Clause Number Title Date

1352.246-70 Inspection and Acceptance March 2000

Final inspection and acceptance of all work performed, reports, and
other deliverables will be performed by the Contracting Officer's
Technical Representative identified in Section G.2 at the following
location:

National Telecommunications and Information Adminstration

U.S. Department of Commerce

1401 Constitution Avenue, N.W.

Room 4701

Washington, D.C. 20230

**[SECTION F - DELIVERIES OR PERFORMANCE]{.underline}**

**F.1 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2)(FEB 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this/these
address(es):

WWW.ARNET.GOV/FAR

FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

52.242-15 AUG 1989 STOP WORK ORDER

52.247 APR 1984 F.O.B. DESTINATION, WITHIN CONSIGNEE'S

PREMISES

**F.2 PERIOD OF PERFORMANCE**

The period of performance is set forth in Section B.2 of the contract.

**F.3 PLACE OF PERFORMANCE**

All work shall be performed by the Contractor at the Contractor's
facility.

**F.4 DISTRIBUTION OF DELIVERABLES**

The Contractor shall submit copies of all deliverables specified below
as follows:

COTR 1 Copy

Contracting Officer 1 Copy

**F.5 DELIVERABLES**

The Contractor shall provide the following deliverables in accordance
with (IAW) Section C.3of this contract:

  ------------------------------------- ---------------------------------
  Deliverable                           Due Date

  1\. Performance Progress Reports IAW  Monthly, no later than 15
  Section C.3.1                         calendar days following the end
                                        of each month

  2\. Audit Report IAW Section C.3.2    Annual

  3\. Final Report IAW Section C.3.3    30 days after expiration of the
                                        contract
  ------------------------------------- ---------------------------------

**F.6 GOVERNMENT RIGHTS TO DELIVERABLES**

All deliverables provided under this task order become the property of
the U.S. Government.

**F.7 GOVERNMENT REVIEW OF DELIVERABLES**

The Government shall review deliverables and determine acceptability.
Any deficiencies shall be corrected by the Contractor and resubmitted to
the Government within seven (7) workdays after notification.

**F.8 REQUIRED DELIVERABLES**

The Contractor shall transmit all deliverables so that the deliverables
are received by the parties listed above on or before the indicated due
dates.

**[SECTION G - CONTRACT ADMINISTRATION DATA]{.underline}**

**G.1 CONTRACTING OFFICER'S AUTHORITY (CAR 1352.201-70) (MAR 2000)**

The Contracting Officer is the only person authorized to make or approve
any changes in any of the requirements of this contract and
notwithstanding any provisions contained elsewhere in this contract, the
said authority remains solely in the Contracting Officer. In the event
the Contractor makes any changes at the direction of any person other
than the Contracting Officer, the change will be considered to have been
made without authority and no adjustment will be made in the contract
terms and conditions, including price.

**G.2 DESIGNATION OF CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (CAR
1352.201-71) (MAR 2000)**

\(a\) [Ms. Cathy Handley]{.underline} is hereby designated as the
Contracting Officer\'s Technical Representative (COTR). The COTR may be
changed at any time by the Government without prior notice to the
Contractor by a unilateral modification to the contract. The COTR is
located at:

COTR Address: National Telecommunications and Information Administration

U.S. Department of Commerce

1401 Constitution Avenue, N.W.

Room 4701

Washington, D.C. 20230

Phone: (202) 482-1866

E-mail: chandley@ntia.doc.gov

. The responsibilities and limitations of the COTR are as follows:

\(b\) The COTR is responsible for the technical aspects of the project
and serves as technical liaison with the Contractor. The COTR is also
responsible for the final inspection and acceptance of all reports and
such other responsibilities as may be specified in the contract.

\(c\) The COTR is not authorized to make any commitments or otherwise
obligate the Government or authorize any changes, which affect the
contract price, terms, or conditions. Any contractor requests for
changes shall be referred to the Contracting Officer. No such changes
shall be made without the expressed prior authorization of the
Contracting Officer.

\(d\) The COTR is responsible for: receiving all deliverables;
inspecting and accepting supplies or services provided hereunder in
accordance with the terms and conditions of this contract; providing
direction to the contractor, which clarifies the contract effort, fills
in details or otherwise serves to accomplish the contractual Scope of
Work; evaluating performance; and certifying all invoices/vouchers for
acceptance of the supplies or services furnished for payment prior to
forwarding to the Contracting Officer.

**[SECTION H - SPECIAL CONTRACT REQUIREMENTS]{.underline}**

**H.1 PRINTING (CAR 1352.208-70) (MAR 2000)**

Unless otherwise specified in this contract, the Contractor shall not
engage in, or subcontract for, any printing (as that term is defined in
Title 1 of the Government Printing and Binding Regulations in effect on
the effective date of this contract) in connection with performing under
this contract. Provided, however, that performing a requirement under
this contract involving the duplicating of less than 5,000 units of only
one page, or less than 25,000 units in the aggregate of multiple pages,
such pages not exceeding a maximum image size of 10 and 3/4 inches by 14
and 1/4 inches, will not be deemed printing.

**H.2 ORGANIZATIONAL CONFLICT OF INTEREST (CAR 1352.209-71) (MAR 2000)**

\(a\) The Contractor warrants that, to the best of the Contractor's
knowledge and belief, there are no relevant facts or circumstances which
would give rise to an organizational conflict of interest, as defined in
FAR Subpart 9.5, or that the Contractor has disclosed all such relevant
information.

\(b\) The Contractor agrees that if an actual or potential
organizational conflict of interest is discovered after award, the
Contractor will make a full disclosure in writing to the Contracting
Officer. This disclosure shall include a description of actions which
the Contractor has taken or proposes to take, after consultation with
the Contracting Officer, to avoid, mitigate, or neutralize the actual or
potential conflict.

\(c\) Remedies - The Contracting Officer may terminate this contract for
convenience, in whole or in part, if it deems such termination necessary
to avoid an organizational conflict of interest. If the Contractor was
aware of a potential organizational conflict of interest prior to award
or discovered an actual or potential conflict after award and did not
disclose or misrepresented relevant information to the Contracting
Officer, the Government may terminate the contract for default, debar
the Contractor for Government contracting, or pursue such other remedies
as may be permitted by law or this contract.

\(d\) The Contractor further agrees to insert provisions which shall
conform substantially to the language of this clause, including the
paragraph (d), in any subcontract or consultant agreement hereunder.

**H.3 RESTRICTIONS AGAINST DISCLOSURE (CAR 1352.209-72)(MAR 2000)**

\(a\) The Contractor agrees, in the performance of this contract, to
keep the information furnished by the Government and designated by the
Contracting Officer or Contracting Officer's Technical Representative in
the strictest confidence. The Contractor also agrees not to publish or
otherwise divulge such information in whole or in part, in any manner or
form, nor to authorize or permit others to do so, taking such reasonable
measures as are necessary to restrict access to such information while
in the Contractor's possession, to those employees needing such
information to perform the work provided herein, i.e., on a need to know
basis. The Contractor agrees to immediately notify the Contracting
Officer in writing in the event that the Contractor determines or has
reason to suspect a breach of this requirement.

\(b\) The Contractor agrees that it will not disclose any information
described in subsection (a) of this Section to any persons or individual
unless prior written approval is obtained from the Contracting Officer.
The Contractor agrees to insert the substance of this clause in any
consultant agreement or subcontract hereunder.

**H.4 COMPLIANCE WITH LAWS (CAR 1352.209-73)(MAR 2000)**

The Contractor shall comply with all applicable laws and rules and
regulations having the force of law which deal with or relate to
performance hereunder or the employment by the Contractor of its
employees.

**H.5 DUPLICATION OF EFFORT (CAR 1352.231-70) (MAR 2000)**

The Contractor hereby certifies that costs for work to be performed
under this contract and any subcontract hereunder are not duplicative of
any costs charged against any other Government contract, subcontract, or
other Government source. The Contractor agrees to advise the Contracting
Officer, in writing, of any other Government contract or subcontract it
has performed or is performing which involves work directly related to
the purpose of this contract. The Contractor also certifies and agrees
that any and all work performed under this contract shall be directly
and exclusively for the use and benefit of the Government, and not
incidental to any other work, pursuit, research, or purpose of the
Contractor, whose responsibility it will be to account for it
accordingly.

**H.6 HARMLESS FROM LIABILITY (CAR 1352.233-71)(MAR 2000)**

The Contractor shall hold and save the Government, its officers, agents,
and employees harmless from liability of any nature or kind, including
costs and expenses to which they may be subject, for or on account of
any or all suits or damages of any character whatsoever resulting from
injuries or damages sustained by any person or persons or property by
virtue of performance of this contract, arising or resulting in whole or
in part from the fault, negligence, wrongful act or wrongful omission of
the Contractor, or any subcontractor, their employees, and agents.

**H.7 REGULATORY NOTICE (CAR 1352.252-70)(MAR 2000)**

Contractors are advised that certain provisions and clauses, identified
with the Commerce Acquisition Regulation (CAR) notation for
identification purposes, have not yet been incorporated into the CAR.
However, all of these items are binding for this acquisition and will
eventually be contained in the CAR at Part 13 of Title 48 of the Code of
Federal Regulations.

**H.8 CONTRACTOR IDENTIFICATION RESPONSIBILITIES**

\(a\) All Contractor personnel attending meetings, answering Government
telephones, and working in other situations where their Contractor
status is not obvious to third parties, are required to identify
themselves as such to avoid creating an impression in the minds of the
public that they are Government officials.

\(b\) All documents or reports produced by the Contractor shall be
suitably marked as Contractor products or that Contractor participation
is appropriately identified.

**H.9 NOTICE REQUIREMENT**

The Contractor agrees that it will immediately inform the Contracting
Officer and the Contracting Officer's Technical Representative in the
event that the Contractor's Chairman of the Board of Directors initiates
any investigation by an independent auditor of potential corporate
insolvency.

**H.10 CERTIFICATION REGARDING TERRORIST FINANCING IMPLEMENTING
EXECUTIVE ORDER 13224**

\(a\) By signing and submitting this application, the prospective
Contractor provides the certification set out below:

> \(1\) The Contractor, to the best of its current knowledge, did not
> provide, within the previous ten years, and will take all reasonable
> steps to ensure that it does not and will not knowingly provide,
> material support or resources to any individual or entity that
> commits, attempts to commit, advocates, facilitates or participates in
> terrorist acts, or has committed, attempted to commit, facilitated or
> participated in terrorist acts, as that term is defined in Executive
> Order 13224.
>
> \(2\) Before providing any material support or resources to an
> individual or entity, the Contractor will consider all information
> about that individual or entity of which it is aware and all public
> information that is reasonably available to it or of which it should
> be aware.
>
> \(3\) The Contractor also will implement reasonable monitoring and
> oversight procedures to safeguard against assistance being diverted to
> support terrorist activity.

\(b\) For the purposes of this certification, the Contractor's
obligations under paragraph a are not applicable to the procurement of
goods and/or services by the Contractor that are acquired in the
ordinary course of business through contract or purchase, *e.g.*,
utilities, rents, office supplies, gasoline, unless the Contractor has
reason to believe that a vendor or supplier of such goods and services
commits, attempts to commit, advocates, facilitates or participates in
terrorist acts, or has committed, attempted to commit, facilitated or
participated in terrorist acts.

\(c\) This certification is an express term and condition of any
agreement issued as a result of this application, and any violation of
it shall be grounds for unilateral termination of the agreement by DoC
prior to the end of its term.

**[PART II - CONTRACT CLAUSES]{.underline}**

**[SECTION I - CONTRACT CLAUSES]{.underline}**

**I.1 CLAUSES INCORPORATED BY REFERENCE (52.252-2) (JUN 1998)**

This contract incorporates one or more clauses by reference, with the
same force and effect as if they were given in full text. Upon request,
the Contracting Officer will make their full text available. Also, the
full text of a clause may be accessed electronically at this/these
address(es):

HTTP://WWW.ARNET.GOV/FAR

CLAUSE

[NUMBER]{.underline} [DATE]{.underline} [TITLE]{.underline}

52.204-07 OCT 2003 CENTRAL CONTRACTOR REGISTRATION

52.209‑06 JAN 2005 PROTECTING THE GOVERNMENT\'S INTEREST WHEN

> SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR
> DEBARMENT

52.215‑08 OCT 1997 ORDER OF PRECEDENCE - UNIFORM CONTRACT

> FORMAT

52.216‑07 DEC 2002 ALLOWABLE COST AND PAYMENT

\[REFERENCE TO Subpart 31.2 is substituted with Subpart 31.7\]

52.219-08 MAY 2004 UTILIZATION OF SMALL BUSINESS CONCERNS

52.222-03 JUN 2003 CONVICT LABOR

52.222‑21 FEB 1999 PROHIBITION OF SEGREGATED FACILITIES

52.222-26 APR 2002 EQUAL OPPORTUNITY

52.222‑35 DEC 2001 EQUAL OPPORTUNITY FOR SPECIAL DISABLED

> VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS

52.222-36 JUN 1998 AFFIRMATIVE ACTION FOR WORKERS WITH

> DISABILITIES

52.222‑37 DEC 2001 EMPLOYMENT REPORTS ON SPECIAL DISABLED

> VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERANS

52.222-39 APR 2006 COMBATING TRAFFICKING IN PERSONS

52.223‑06 MAY 2001 DRUG‑FREE WORKPLACE

52.225‑13 DEC 2003 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES

52.227‑01 JUL 1995 AUTHORIZATION AND CONSENT

52.227-02 AUG 1996 NOTICE AND ASSISTANCE REGARDING PATENT AND

> COPYRIGHT INFRINGEMENT

52.227-03 APR 1984 PATENT INDEMNITY

52.227-14 JUN 1987 RIGHTS IN DATA-GENERAL, ALTERNATES I, II, III, IV

52.232‑20 APR 1984 LIMITATION OF COST

52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS

52.232‑25 OCT 2003 PROMPT PAYMENT

52.232‑33 OCT 2003 PAYMENT BY ELECTRONIC FUNDS TRANSFER\--CENTRAL

> CONTRACTOR REGISTRATION

52.233-01 JULY 2002 DISPUTES, ALTERNATE I

52.233-03 AUG 1996 PROTEST AFTER AWARD‑‑ALTERNATE I (JUNE 1985)

52.233-04 OCT 2004 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM

52.237.03 JAN 1991 CONTINUITY OF SERVICES

52.239-01 AUG 1996 PRIVACY OR SECURITY SAFEGUARDS

52.242‑01 APR 1984 NOTICE OF INTENT TO DISALLOW COSTS

52.242-04 JAN 1997 CERTIFICATION OF FINAL INDIRECT COSTS

52.242‑13 JUL 1995 BANKRUPTCY

52.243‑02 AUG 1987 CHANGES\--COST-REIMBURSEMENT, ALTERNATE II (APR

1984\)

52.244‑02 AUG 1998 SUBCONTRACTS

52.244-06 FEB 2006 SUBCONTRACTS FOR COMMERCIAL ITEMS

52.246-20 MAY 2001 WARRANTY OF SERVICES

> \[The Contracting Officer shall give written notice of any defect or
> nonconformance to the Contractor within 120 days from the date
>
> of acceptance by the Government.\]

52.249-05 SEPT 1996 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT

(EDUCATIONAL AND OTHER NONPROFIT INSTITUTIONS)

52.249‑14 APR 1984 EXCUSABLE DELAYS

52.253‑01 JAN 1991 COMPUTER GENERATED FORMS

**I.2 AUDIT AND RECORDS -- NEGOTIATION, ALTERNATE II, (FAR
52.215-2)(JUNE 1999)**

\(a\) As used in this clause, "records" includes books, documents,
accounting procedures and practices, and other data, regardless of type
and regardless of whether such items are in

written form, in the form of computer data, or in any other form.

\(b\) Examination of costs. If this is a cost-reimbursement, incentive,
time-and-materials, labor-hour, or price redeterminable contract, or any
combination of these, the Contractor shall maintain and the Contracting
Officer, or an authorized representative of the Contracting Officer,
shall have the right

to examine and audit all records and other evidence sufficient to
reflect properly all costs claimed to have been incurred or anticipated
to be incurred directly or indirectly in performance of this contract.
This right of examination shall include inspection at all reasonable
times of the Contractor\'s plants, or parts of them, engaged in
performing the contract.

\(c\) Cost or pricing data. If the Contractor has been required to
submit cost or pricing data in connection with any pricing action
relating to this contract, the Contracting Officer, or an authorized
representative of the Contracting Officer, in order to evaluate the
accuracy, completeness, and currency of the cost or pricing data, shall
have the right to examine and audit all of the Contractor\'s records,
including computations and projections, related to---

\(1\) The proposal for the contract, subcontract, or modification;

\(2\) The discussions conducted on the proposal(s), including those
related to negotiating;

\(3\) Pricing of the contract, subcontract, or modification;

or

\(4\) Performance of the contract, subcontract or modification.

\(d\) Comptroller General---(1) The Comptroller General of the United
States, or an authorized representative, shall have access to and the
right to examine any of the Contractor\'s directly pertinent records
involving transactions related to this contract or a subcontract
hereunder.

\(2\) This paragraph may not be construed to require the Contractor or
subcontractor to create or maintain any record that the Contractor or
subcontractor does not maintain in the ordinary course of business or
pursuant to a provision of law.

\(e\) Reports. If the Contractor is required to furnish cost, funding,
or performance reports, the Contracting Officer or an authorized
representative of the Contracting Officer shall have the right to
examine and audit the supporting records and materials, for the purpose
of evaluating---

\(1\) The effectiveness of the Contractor\'s policies and procedures to
produce data compatible with the objectives of these reports; and

\(2\) The data reported.

\(f\) Availability. The Contractor shall make available at its office at
all reasonable times the records, materials, and other evidence
described in paragraphs (a), (b), (c), (d), and (e) of this clause, for
examination, audit, or reproduction, until 3 years after final payment
under this contract or for any shorter period specified in Subpart 4.7,
Contractor Records Retention, of the Federal Acquisition Regulation
(FAR), or for any longer period required by statute or by other clauses
of this contract. In addition---

\(1\) If this contract is completely or partially terminated, the
Contractor shall make available the records relating to the work
terminated until 3 years after any resulting final termination
settlement; and

\(2\) The Contractor shall make available records relating to appeals
under the Disputes clause or to litigation or the settlement of claims
arising under or relating to this contract until such appeals,
litigation, or claims are finally resolved.

\(g\) The Contractor shall insert a clause containing all the terms of
this clause, including this paragraph (g), in all subcontracts under
this contract that exceed the simplified acquisition threshold, and---

\(1\) That are cost-reimbursement, incentive, time-and-materials,
labor-hour, or price-redeterminable type or any combination of these;

\(2\) For which cost or pricing data are required; or

\(3\) That requires the subcontractor to furnish reports as discussed in
paragraph (e) of this clause.

The clause may be altered only as necessary to identify properly the
contracting parties and the Contracting Officer under the Government
prime contract.

\(h\) The provisions of OMB Circular No. A-133, "Audits of States, Local
Governments, and Nonprofit Organizations," apply to this contract.

**I.3 COST CONTRACT -- NO FEE, ALTERNATE IV (FAR 52.216-11)(APR 1984)**

\(a\) The Government shall not pay the Contractor a fee for performing
this contract.

**I.4 OPTION TO EXTEND SERVICES (FAR 52.217-8) (NOV 1999)**

The Government may require continued performance of any services within
the limits and at the rates specified in the contract. These rates may
be adjusted only as a result of revisions to prevailing labor rates
provided by the Secretary of Labor. The option provision may be
exercised more than once, but the total extension of performance
hereunder shall not exceed 6 months. The Contracting Officer may
exercise the option by written notice to the Contractor within 30 days.

**I.5 OPTION TO EXTEND THE TERM OF THE CONTRACT (FAR 52.217‑09) (MAR
2000)**

\(a\) The Government may extend the term of this contract by written
notice to the Contractor within 30 days prior to the expiration of the
current performance period; provided, that the Government gives the
Contractor a preliminary written notice of its intent to extend at least
60 days before the contract expires. The preliminary notice does not
commit the Government to an extension.

\(b\) If the Government exercises this option, the extended contract
shall be considered to include this option clause.

\(c\) The total duration of this contract, including the exercise of any
options under this clause, shall not exceed sixty-six (66) months.

**I.6 PATENT RIGHTS -- RETENTION BY THE CONTRACTOR (SHORT FORM) (FAR
52.227-11)(JUN 1997)**

\(a\) Definitions. (1) "Invention" means any invention or discovery
which is or may be patentable or otherwise protectable under title 35 of
the United States Code, or any novel variety of plant which is or may be
protected under the Plant Variety Protection Act (7 U.S.C. 2321, et
seq.)

> \(2\) "Made" when used in relation to any invention means the
> conception or first actual reduction to practice of such invention.
>
> \(3\) "Nonprofit organization" means a university or other institution
> of higher education or an organization of the type described in
> section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C.
> 501(c)) and exempt from taxation under section 501(a) of the Internal
> Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or
> educational organization qualified under a state nonprofit
> organization statute.
>
> \(4\) "Practical application" means to manufacture, in the case of a
> composition of product; to practice, in the case of a process or
> method, or to operate, in the case of a machine or system; and, in
> each case, under such conditions as to establish that the invention is
> being utilized and that is benefits are, to the extent permitted by
> law or Government regulations, available to the public on reasonable
> terms.
>
> \(5\) "Small business firm" means a small business concern as defined
> at section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing
> regulations of the Administrator of the Small Business Administration.
> For the purpose of this clause, the size standards for small business
> concerns involved in Government procurement and subcontracting at 13
> CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.
>
> \(6\) "Subject invention" means any invention of the contractor
> conceived or first actually reduced to practice in the performance of
> work under this contract, provided that in the case of a variety of
> plant, the date of determination (as defined in section 41(d) of the
> Plant Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during
> the period of contract performance.

\(b\) Allocation of principal rights. The Contractor may retain the
entire right, title, and interest throughout the world to each subject
invention subject to the provisions of this clause and 35 U.S.C. 203.
With respect to any subject invention in which the Contractor retains
title, the Federal 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.

\(c\) Invention disclosure, election of title, and filing of patent
application by Contractor. (1) The Contractor will disclose each subject
invention to the Federal agency within 2 months after the inventor
discloses it in writing to Contractor personnel responsible for patent
matters. The disclosure to the agency shall be in the form of a written
report and shall identify the contract under which the invention was
made and the inventor(s). It shall be sufficiently complete in technical

detail to convey a clear understanding to the extent known at the time
of the disclosure, of the nature, purpose, operation, and the physical,
chemical, biological or electrical characteristics of the invention. The
disclosure shall also identify any publication, on 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 at the time of disclosure. In addition, after disclosure to
the agency, the Contractor will promptly notify the agency of the
acceptance of any manuscript describing the invention for publication or
of any on sale or public use planned by the Contractor.

> \(2\) The Contractor will elect in writing whether or not to retain
> title to any such invention by notifying the Federal agency within 2
> years of disclosure to the Federal agency. However, in any case where
> publication, on sale or public use has initiated the 1-year statutory
> period wherein valid patent protection can still be obtained in the
> United States, the period for election of title may be shortened by
> the agency to a date that is no more than 60 days prior to the end of
> the statutory period.
>
> \(3\) The Contractor will file its initial patent application on a
> subject invention to which it elects to retain title within 1 year
> after election of title or, if earlier, 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. The
> Contractor will file patent applications in additional countries or
> international patent offices within either 10 months of the
> corresponding initial patent application or 6 months from the date
> permission is granted by the Commissioner of Patents and Trademarks to
> file foreign patent applications where such filing has been prohibited
> by a Secrecy Order.
>
> \(4\) Requests for extension of the time for disclosure election, and
> filing under paragraphs (c)(1), (2), and (3) of this clause may, at
> the discretion of the agency, be granted.

\(d\) Conditions when the Government may obtain title. The Contractor
will convey to the Federal agency, upon written request, title to any
subject invention---

> \(1\) If the Contractor fails to disclose or elect title to the
> subject invention within the times specified in paragraph (c) of this
> clause, or elects not to retain title; provided, that the agency may
> only request title within 60 days after learning of the failure of the
> Contractor to disclose or elect within the specified times.
>
> \(2\) In those countries in which the Contractor fails to file patent
> applications within the times specified in paragraph (c) of this
> clause; provided, however, 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
> Federal agency, the Contractor shall continue to retain title in that
> country.
>
> \(3\) 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.

\(e\) Minimum rights to Contractor and protection of the Contractor
right to file. (1) The Contractor will retain a nonexclusive
royalty-free license throughout the world in each subject invention to
which the Government obtains title, except if the Contractor fails to
disclose the invention within the times specified in paragraph (c) of
this clause. The Contractor\'s license extends to its domestic
subsidiary and affiliates, if any, within the corporate structure of
which the Contractor is a party and includes the right to grant
sublicenses of the same scope to the extent the Contractor was legally
obligated to do so at the time the contract was awarded. The license is
transferable only with the approval of the Federal agency, except when
transferred to the successor of that part of the Contractor\'s business
to which the invention pertains.

> \(2\) The Contractor\'s domestic license may be revoked or modified by
> the funding Federal agency to the extent necessary to achieve
> expeditious practical application of subject invention pursuant to an
> application for an exclusive license submitted in accordance with
> applicable provisions at 37 CFR part 404 and agency licensing
> regulations (if any). This license will not be revoked 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. The license in any
> foreign country may be revoked or modified at the discretion of the
> funding Federal agency to the extent the Contractor, its licensees, or
> the domestic subsidiaries or affiliates have failed to achieve
> practical application in that foreign country.
>
> \(3\) Before revocation or modification of the license, the funding
> Federal agency will furnish the Contractor a written notice of its
> intention to revoke or modify the license, and the Contractor will be
> allowed 30 days (or such other time as may be authorized by the
> funding Federal agency for good cause shown by the Contractor) after
> the notice to show cause why the license should not be revoked or
> modified. The Contractor has the right to appeal, in accordance with
> applicable regulations in 37 CFR part 404 and agency regulations, if
> any, concerning the licensing of Government-owned inventions, any
> decision concerning the revocation or modification of the license.

\(f\) Contractor action to protect the Government\'s interest. (1) The
Contractor agrees to execute or to have executed and promptly deliver to
the Federal agency all instruments necessary to---

> \(i\) Establish or confirm the rights the Government has throughout
> the world in those subject inventions to which the Contractor elects
> to retain title; and
>
> \(ii\) Convey title to the Federal agency when requested under
> paragraph (d) of this clause and to enable the Government to obtain
> patent protection throughout the world in that subject invention.
>
> \(2\) The Contractor agrees to require, by written agreement, its
> employees, other than clerical and nontechnical employees, to disclose
> promptly in writing to personnel identified as responsible for the
> administration of patent matters and in a format suggested by the
> Contractor each subject invention made under contract in order that
> the Contractor can comply with the disclosure provisions of paragraph
> (c) of this clause, and to execute all papers necessary to file patent
> applications on subject inventions and to establish the Government\'s
> rights in the subject inventions. This disclosure format should
> require, as a minimum, the information required by paragraph (c)(1) of
> this clause. The Contractor shall instruct such employees, through
> employee agreements or other suitable educational programs, on the
> importance of reporting inventions in sufficient time to permit the
> filing of patent applications prior to U.S. or foreign statutory bars.
>
> \(3\) The Contractor will notify the Federal agency of any decisions
> not to 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 period required by the relevant patent
> office.
>
> \(4\) The Contractor agrees to include, within the specification of
> any United States 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 Federal agency). The Government has certain rights in
> the invention."

\(g\) Subcontracts. (1) The Contractor will include this clause,
suitably modified to identify the parties, in all subcontracts,
regardless of tier, for experimental, developmental, or research work to
be performed by a small business firm or domestic nonprofit
organization. The subcontractor will retain all rights provided for the
Contractor in this clause, and the Contractor will not, as part of the
consideration for awarding the subcontract, obtain rights in the
subcontractor\'s subject inventions.

> \(2\) The Contractor will include in all other subcontracts,
> regardless of tier, for experimental, developmental, or research work
> the patent rights clause required by Subpart 27.3.
>
> \(3\) In the case of subcontracts, at any tier, the agency,
> subcontractor, and the Contractor agree that the mutual obligations of
> the parties created by this clause constitute a contract between the
> subcontractor and the Federal agency with respect to the matters
> covered by the clause; provided, however, that nothing in this
> paragraph is intended to confer any jurisdiction under the Contract
> Disputes Act in connection with proceedings under paragraph (j) of
> this clause.

\(h\) Reporting on utilization of subject inventions. The Contractor
agrees to submit, on request, periodic reports no more frequently than
annually on the utilization of a subject invention or on efforts at
obtaining such utilization that are being made by the Contractor or its
licensees or assignees. Such reports shall include information regarding
the status of development, date of first commercial sale or use, gross
royalties received by the Contractor, and such other data and
information as the agency may reasonably specify. The Contractor also
agrees to provide additional reports as may be requested by the agency
in connection with any march-in proceeding undertaken by the agency in
accordance with paragraph (j) of this clause. As required by 35 U.S.C.
202(c)(5), the agency agrees it will not disclose such information to
persons outside the Government without permission of the Contractor.

\(i\) Preference for United States industry. Notwithstanding any other
provision of this clause, the Contractor agrees that neither it nor any
assignee will grant to any person the exclusive right to use or sell any
subject invention in the United States unless such person agrees that
any product 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 requirement for such an
agreement may be waived by the Federal agency upon a showing by the
Contractor or its assignee that 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
that under the circumstances domestic manufacture is not commercially
feasible.

\(j\) March-in rights. The Contractor agrees that, with respect to any
subject invention in which it has acquired title, the Federal agency has
the right in accordance with the procedures in 37 CFR 401.6 and any
supplemental regulations of the agency to require the Contractor, an
assignee or exclusive licensee of a subject invention to grant a
nonexclusive, partially exclusive, or exclusive license in any field of
use to a responsible applicant or applicants, upon terms that are
reasonable under the circumstances, and if the Contractor, assignee, or
exclusive licensee refuses such a request the Federal agency has the
right to grant such a license itself if the Federal agency determines
that---

> \(1\) Such action is necessary because the Contractor or assignee has
> not taken, or is not expected to take within a reasonable time,
> effective steps to achieve practical application

of the subject invention in such field of use;

> \(2\) Such action is necessary to alleviate health or safety needs
> which are not reasonably satisfied by the Contractor, assignee, or
> their licensees;
>
> \(3\) Such action is necessary to meet requirements for public use
> specified by Federal regulations and such requirements are not
> reasonably satisfied by the Contractor, assignee, or licensees; or
>
> \(4\) Such action is necessary because the agreement required by
> paragraph (i) of this clause has not been obtained or waived or
> because a licensee of the exclusive right to use or sell any subject
> invention in the United States is in breach of such agreement.

\(k\) Special provisions for contracts with nonprofit organizations. If
the Contractor is a nonprofit organization, it agrees that---

> \(1\) Rights to a subject invention in the United States may not be
> assigned without the approval of the Federal agency, except where such
> assignment is made to an organization which has as one of its primary
> functions the management of inventions; provided, that such assignee
> will be subject to the same provisions as the Contractor;
>
> \(2\) The Contractor will share royalties collected on a subject
> invention with the inventor, including Federal employee co-inventors
> (when the agency deems it appropriate) when the subject invention is
> assigned in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;
>
> \(3\) The balance of any royalties or income earned by the Contractor
> with respect to subject inventions, after payment of expenses
> (including payments to inventors) incidental to the administration of
> subject inventions will be utilized for the support of scientific
> research or education; and
>
> \(4\) It will make efforts that are reasonable under the circumstances
> to attract licensees of subject inventions that are small business
> firms, and that it will give a preference to a small business firm
> when licensing a subject invention if the Contractor determines that
> the small business firm has a plan or proposal for marketing the
> invention which, if executed, is equally as likely to bring the
> invention to practical application as any plans or proposals from
> applicants that are not small business firms; provided, that the
> Contractor is also satisfied that the small business firm has the
> capability and resources to carry out its plan or proposal. The
> decision whether to give a preference in any specific case will be at
> the discretion of the contractor. However, the Contractor agrees that
> the Secretary of Commerce may review the Contractor\'s licensing
> program and decisions regarding small business applicants, and the
> Contractor will negotiate changes to its licensing policies,
> procedures, or practices with the Secretary of Commerce when the
> Secretary\'s review discloses that the Contractor could take
> reasonable steps to more effectively implement the requirements of
> this paragraph (k)(4).

\(l\) Communications. \[Complete according to agency instructions.\] The
Government reserves the right to establish procedures regarding
communications after contract award. Such procedures shall be subject to
the mutual agreement of the parties.

**I.7 RIGHTS IN DATA -- RETENTION BY THE CONTRACTOR (LONG FORM) (FAR
52.227-12)(JAN 1997)**

\(a\) Definitions. "Invention" means any invention or discovery which is
or may be patentable or otherwise protectable under Title 35 of the
United States Code or any novel variety of plant that is or may be
protectable under the Plant Variety Protection Act (7 U.S.C. 2321,
et seq.).

"Made" when used in relation to any invention means the conception or
first actual reduction to practice of such invention.

"Nonprofit organization" means a domestic university or other
institution of higher education or an organization of the type described
in section 501(c)(3) of the Internal Revenue Code of 1954
(26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the
Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or
educational organization qualified under a state nonprofit organization
statute.

"Practical application" means to manufacture in the case of a
composition or product, to practice in the case of a process or method,
or to operate in the case of a machine or system; and, in each case,
under such conditions as to establish that the invention is being
utilized and that its benefits are, to the extent permitted by law or
Government regulations, available to the public on reasonable terms.

"Small business firm" means a small business concern as defined at
section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations
of the Administrator of the Small Business Administration. For the
purpose of this clause, the size standards for small business concerns
involved in Government procurement and subcontracting at 13 CFR 121.3-8
and 13 CFR 121.3-12, respectively, will be used.

"Subject invention" means any invention of the Contractor conceived or
first actually reduced to practice in the performance of work under this
contract; provided, that in the case of a variety of plant, the date of
determination (as defined in section 41(d) of the Plant Variety
Protection Act, 7 U.S.C. 2401(d)) must also occur during the period of
contract performance.

\(b\) Allocation of principal rights. The Contractor may elect to retain
the entire right, title, and interest throughout the world to each
subject invention subject to the provisions of this clause and
35 U.S.C. 203. With respect to any subject invention in which the
Contractor elects to retain title, the Federal 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.

\(c\) Invention disclosure, election of title, and filing of patent
applications by Contractor.

> \(1\) The Contractor shall disclose each subject invention to the
> Contracting Officer within 2 months after the inventor discloses it in
> writing to Contractor personnel responsible for patent matters or
> within 6 months after the Contractor becomes aware that a subject
> invention has been made, whichever is earlier. The disclosure to the
> Contracting Officer shall be in the form of a written report and shall
> identify the contract under which the invention was made and the
> inventor(s). It shall be sufficiently complete in technical detail to
> convey a clear understanding, to the extent known at the time of the
> disclosure, of the nature, purpose, operation, and physical, chemical,
> biological, or electrical characteristics of the invention. The
> disclosure shall also identify any publication, on 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 at the time of disclosure. In addition, after
> disclosure to the Contracting Officer, the Contractor shall promptly
> notify the Contracting Officer of the acceptance of any manuscript
> describing the invention for publication or of any on sale or public
> use planned by the Contractor.
>
> \(2\) The Contractor shall elect in writing whether or not to retain
> title to any such invention by notifying the Federal agency 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 title; provided, that in any case where publication, on sale,
> or public use has initiated the 1-year statutory period wherein valid
> patent protection can still be obtained in the United States, the
> period of election of title may be shortened by the agency to a date
> that is no more than 60 days prior to the end of the statutory period.
>
> \(3\) The Contractor shall file its initial patent application on an
> elected invention within 1 year after election or, if earlier, 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. The Contractor shall file patent applications in
> additional countries (including the European Patent Office and under
> the Patent Cooperation Treaty) within either 10 months of the
> corresponding initial patent application or 6 months from the date
> permission is granted by the Commissioner of Patents and Trademarks to
> file foreign patent applications where such filing has been prohibited
> by a Secrecy Order.
>
> \(4\) Requests for extension of the time for disclosure to the
> Contracting Officer, election, and filing may, at the discretion of
> the funding Federal agency, be granted, and will normally be granted
> unless the Contracting Officer has reason to believe that a particular
> extension would prejudice the Government's interest.

\(d\) Conditions when the Government may obtain title. The Contractor
shall convey to the Federal agency, upon written request, title to any
subject invention---

> \(1\) If the Contractor elects not to retain title to a subject
> invention;
>
> \(2\) If the Contractor fails to disclose or elect the subject
> invention within the times specified in paragraph (c) of this clause
> (the agency may only request title within 60 days after learning of
> the Contractor's failure to report or elect within the specified
> times);
>
> \(3\) In those countries in which the Contractor fails to file patent
> applications within the time specified in paragraph (c) of this
> clause; provided, however, 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
> Federal agency, the Contractor shall continue to retain title in that
> country; or
>
> \(4\) 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.

\(e\) Minimum rights to Contractor.

> \(1\) The Contractor shall retain a nonexclusive, royalty-free license
> throughout the world in each subject invention to which the Government
> obtains title except if the Contractor fails to disclose the subject
> invention within the times specified in paragraph (c) of this clause.
> The Contractor's license extends to its domestic subsidiaries and
> affiliates, if any, within the corporate structure of which the
> Contractor is a part and includes the right to grant sublicenses of
> the same scope to the extent the Contractor was legally obligated to
> do so at the time the contract was awarded. The license is
> transferable only with the approval of the funding Federal agency
> except when transferred to the successor of that part of the
> Contractor's business to which the invention pertains.
>
> \(2\) The Contractor's domestic license may be revoked or modified by
> the funding Federal agency 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
> applicable provisions in the Federal Property Management Regulations
> and agency licensing regulations (if any). This license shall not be
> revoked 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. The
> license in any foreign country may be revoked or modified at the
> discretion of the funding Federal agency to the extent the Contractor,
> its licensees, or its domestic subsidiaries or affiliates have failed
> to achieve practical application in that foreign country.
>
> \(3\) Before revocation or modification of the license, the funding
> Federal agency shall furnish the Contractor a written notice of its
> intention to revoke or modify the license, and the Contractor shall be
> allowed 30 days (or such other time as may be authorized by the
> funding Federal agency for good cause shown by the Contractor) after
> the notice to show cause why the license should not be revoked or
> modified. The Contractor has the right to appeal, in accordance with
> applicable agency licensing regulations and 37 CFR 404 concerning the
> licensing of Government-owned inventions, any decision concerning the
> revocation or modification of its license.

\(f\) Contractor action to protect the Government's interest.

> \(1\) The Contractor agrees to execute or to have executed and
> promptly deliver to the Federal agency all instruments necessary to---
>
> \(i\) Establish or confirm the rights the Government has throughout
> the world in those subject inventions to which the Contractor elects
> to retain title; and
>
> \(ii\) Convey title to the Federal agency when requested under
> paragraph (d) of this clause and paragraph (n)(2) of this clause, and
> to enable the Government to obtain patent protection throughout the
> world in that subject invention.
>
> \(2\) The Contractor agrees to require, by written agreement, its
> employees, other than clerical and nontechnical employees, to disclose
> promptly in writing to personnel identified as responsible for the
> administration of patent matters and in a format suggested by the
> Contractor each subject invention made under contract in order that
> the Contractor can comply with the disclosure provisions of
> paragraph (c) of this clause, and to execute all papers necessary to
> file patent applications on subject inventions and to establish the
> Government's rights in the subject inventions. This disclosure format
> should require, as a minimum, the information required by
> paragraph (c)(1) of this clause. The Contractor shall instruct such
> employees through employee agreements or other suitable educational
> programs on the importance of reporting inventions in sufficient time
> to permit the filing of patent applications prior to U.S. or foreign
> statutory bars.
>
> \(3\) The Contractor shall notify the Federal agency of any decision
> not to 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 period required by the relevant patent
> office.
>
> \(4\) The Contractor agrees to include, within the specification of
> any United States 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 Federal agency). The Government has certain rights in
> this invention."
>
> \(5\) The Contractor shall establish and maintain active and effective
> procedures to assure that subject inventions are promptly identified
> and disclosed to Contractor personnel responsible for patent matters
> within 6 months of conception and/or first actual reduction to
> practice, whichever occurs first in performance of work under this
> contract. These procedures shall include the maintenance of 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 records that show that the
> procedures for identifying and disclosing the inventions are followed.
> Upon request, the Contractor shall furnish the Contracting Officer a
> description of such procedures for evaluation and for determination as
> to their effectiveness.
>
> \(6\) The Contractor agrees, when licensing a subject invention, to
> arrange to avoid royalty charges on acquisitions involving Government
> funds, including funds derived through Military Assistance Program of
> the Government or otherwise derived through the Government, to refund
> any amounts received as royalty charges on the subject invention in
> acquisitions for, or on behalf of, the Government, and to provide for
> such refund in any instrument transferring rights in the invention to
> any party.
>
> \(7\) The Contractor shall furnish the Contracting Officer the
> following:
>
> \(i\) Interim reports every 12 months (or such 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 such
> inventions.
>
> \(ii\) A final report, within 3 months after completion of the
> contracted work, listing all subject inventions or stating that there
> were no such inventions, and listing all subcontracts at any tier
> containing a patent rights clause or stating that there were no such
> subcontracts.
>
> \(8\) 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 the subcontractor, the applicable
> patent rights clause, the work to be performed under the subcontract,
> and the dates of award and estimated completion. Upon request of the
> Contracting Officer, the Contractor shall furnish a copy of such
> 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 in paragraph (g)(1) or (2) of this clause,
> the Contractor---
>
> \(i\) Shall promptly submit a written notice to the Contracting
> Officer setting forth the subcontractor's reasons for such refusal and
> other pertinent information that may expedite disposition of the
> matter; and
>
> \(ii\) Shall not proceed with such subcontracting without the written
> authorization of the Contracting Officer.
>
> \(10\) The Contractor shall provide, upon request, the filing date,
> serial number and title, a copy of the patent application (including
> an English-language version if filed in a language other than
> English), and patent number and issue date for any subject invention
> for which the Contractor has retained title.
>
> \(11\) Upon request, the Contractor shall furnish the Government an
> irrevocable power to inspect and make copies of the patent application
> file.

\(g\) Subcontracts.

> \(1\) The Contractor shall include the clause at 52.227-11 of the
> Federal Acquisition Regulation (FAR), suitably modified to identify
> the parties, in all subcontracts, regardless of tier, for
> experimental, developmental, or research work to be performed by a
> small business firm or nonprofit organization. The subcontractor shall
> retain all rights provided for the Contractor in this clause, and the
> Contractor shall not, as part of the consideration for awarding the
> subcontract, obtain rights in the subcontractor's subject inventions.
>
> \(2\) The Contractor shall include this clause (FAR 52.227-12) in all
> other subcontracts, regardless of tier, for experimental,
> developmental, or research work.
>
> \(3\) In the case of subcontracts, at any tier, when the prime award
> with the Federal agency was a contract (but not a grant or cooperative
> agreement), the agency, subcontractor, and the Contractor agree that
> the mutual obligations of the parties created by this clause
> constitute a contract between the subcontractor and the Federal agency
> with respect to those matters covered by this clause.

\(h\) Reporting utilization of subject inventions. The Contractor agrees
to submit on request periodic reports no more frequently than annually
on the utilization of a subject invention or on efforts at obtaining
such utilization that are being made by the Contractor or its licensees
or assignees. Such reports shall include information regarding the
status of development, date of first commercial sale or use, gross
royalties received by the Contractor, and such other data and
information as the agency may reasonably specify. The Contractor also
agrees to provide additional reports as may be requested by the agency
in connection with any march-in proceedings undertaken by the agency in
accordance with paragraph (j) of this clause. To the extent data or
information supplied under this paragraph is considered by the
Contractor, its licensee or assignee to be privileged and confidential
and is so marked, the agency agrees that, to the extent permitted by
law, it shall not disclose such information to persons outside the
Government.

\(i\) Preference for United States industry. Notwithstanding any other
provision of this clause, the Contractor agrees that neither it nor any
assignee will grant to any person the exclusive right to use or sell any
subject invention in the United States unless such person agrees that
any products embodying the subject invention will be manufactured
substantially in the United States. However, in individual cases, the
requirement for such an agreement may be waived by the Federal agency
upon a showing by the Contractor or its assignee that 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 that under the circumstances domestic
manufacture is not commercially feasible.

\(j\) March-in rights. The Contractor agrees that with respect to any
subject invention in which it has acquired title, the Federal agency has
the right in accordance with the procedures in FAR 27.304-1(g) to
require the Contractor, an assignee, or exclusive licensee of a subject
invention to grant a nonexclusive, partially exclusive, or exclusive
license in any field of use to a responsible applicant or applicants,
upon terms that are reasonable under the circumstances, and if the
Contractor, assignee, or exclusive licensee refuses such a request, the
Federal agency has the right to grant such a license itself if the
Federal agency determines that---

> \(1\) Such action is necessary because the Contractor or assignee has
> not taken, or is not expected to take within a reasonable time,
> effective steps to achieve practical application of the subject
> invention in such field of use;
>
> \(2\) Such action is necessary to alleviate health or safety needs
> which are not reasonably satisfied by the Contractor, assignee, or
> their licensees;
>
> \(3\) Such action is necessary to meet requirements for public use
> specified by Federal regulations and such requirements are not
> reasonably satisfied by the Contractor, assignee, or licensees; or
>
> \(4\) Such action is necessary because the agreement required by
> paragraph (i) of this clause has not been obtained or waived or
> because a licensee of the exclusive right to use or sell any subject
> invention in the United States is in breach of such agreement.

**(k) Special provisions for contracts with nonprofit organizations.
\[Reserved**\]

\(l\) Communications. \[Complete according to agency instructions.\]

\(m\) 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.

\(n\) 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 such inventions are subject inventions;
>
> \(ii\) The Contractor has established and maintains the procedures
> required by paragraphs (f)(2) and (f)(3) of this clause; and
>
> \(iii\) The Contractor and its inventors have complied with the
> procedures.
>
> \(2\) If the Contracting Officer determines that an inventor has not
> disclosed a subject invention to the Contractor in accordance with the
> procedures required by paragraph (f)(5) of this clause, the
> Contracting Officer may, within 60 days after the determination,
> request title in accordance with paragraphs (d)(2) and (d)(3) of this
> clause. However, if the Contractor establishes that the failure to
> disclose did not result from the Contractor's fault or negligence, the
> Contracting Officer shall not request title.
>
> \(3\) If the Contracting Officer learns of an unreported Contractor
> invention which the Contracting Officer believes may be a subject
> invention, the Contractor may be required to disclose the invention to
> the agency for a determination of ownership rights.
>
> \(4\) Any examination of records under this paragraph shall be subject
> to appropriate conditions to protect the confidentiality of the
> information involved.

\(o\) 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 Government's interest, withhold
> payment until a reserve not exceeding \$50,000 or 5 percent of the
> amount of the contract, whichever is less, shall have been set aside
> if, in the Contracting Officer's opinion, the Contractor fails to---
>
> \(i\) Establish, maintain, and follow effective procedures for
> identifying and disclosing subject inventions pursuant to
> paragraph (f)(5) of this clause;
>
> \(ii\) Disclose any subject invention pursuant to paragraph (c)(1) of
> this clause;
>
> \(iii\) Deliver acceptable interim reports pursuant to
> subdivision (f)(7)(i) of this clause; or
>
> \(iv\) Provide the information regarding subcontracts pursuant to
> paragraph (f)(8) of this clause.
>
> \(2\) Such 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.
>
> \(3\) Final payment under this contract shall not be made before the
> Contractor delivers to the Contracting Officer all disclosures of
> subject inventions required by paragraph (c)(1) of this clause, an
> acceptable final report pursuant to subdivision (f)(7)(ii) of this
> clause, and all past due confirmatory instruments.
>
> \(4\) The Contracting Officer may decrease or increase the sums
> withheld up to the maximum authorized above. 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.

**I.8 RIGHTS IN DATA -- EXISTING WORKS (FAR 52.227-18)(JUN 1087)**

\(a\) Except as otherwise provided in this contract, the Contractor
grants to the Government, and others acting on its behalf, a paid-up
nonexclusive, irrevocable, worldwide license to reproduce, prepare
derivative works, and perform publicly and display publicly, by or on
behalf of the Government, for all the material or subject matter called
for under this contract, or for which this clause is specifically made
applicable.

\(b\) The Contractor shall indemnify the Government and its officers,
agents, and employees acting for the Government against any liability,
including costs and expenses, incurred as the result of (1) the
violation of trade secrets, copyrights, or right of privacy or
publicity, arising out of the creation, delivery, publication or use of
any data furnished under this contract; or (2) any libelous or other
unlawful matter contained in such data. The provisions of this paragraph
do not apply unless the Government provides notice to the Contractor as
soon as practicable of any claim or suit, affords the Contractor an
opportunity under applicable laws, rules, or regulations to participate
in the defense thereof, and obtains the Contractor's consent to the
settlement of any suit or claim other than as required by final decree
of a court of competent jurisdiction; and do not apply to material
furnished to the Contractor by the Government and incorporated in data
to which this clause applies.

[PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER
ATTACHMENTS]{.underline}

[SECTION J - LIST OF ATTACHMENTS]{.underline}

**J.1 ATTACHMENTS**

The following documents are attached to this solicitation:

[ATTACHMENT]{.underline} [Description]{.underline} [PAGE]{.underline}

Appendix A Processing Metrics

Appendix B Monthly Performance Progress Report Tables

**[Appendix A - Processing Metrics]{.smallcaps}**

**[Process for IANA Root Management Requests]{.smallcaps}**

***[Specific Steps to Process a Change Request]{.underline}***

***Request received by the Contractor*** **\--** The Contractor receives
request to make changes to the root-zone and/or the authoritative WHOIS
database. The *date of receipt* is the date upon which the Contractor
receives a request, on a business day, during the hours of 9:00 am and
5:00 pm Pacific Time.

***Confirmation of Receipt* \--** Within three (3) business days of the
date of receipt, the Contractor shall send confirmation of receipt of
the request and a transaction number to the Requester.

***Contractor reviews request*** **\--** The submission is reviewed to
determine the details of the changes requested. During this process,
Contractor determines whether the request contains all of the
information necessary to commence processing (complete request), or the
request requires additional information or clarification from the
Requester (incomplete request). If a request is complete, the Contractor
shall commence *Request Processing*.

***Notice of deficiency*****\--** In the event that the request is
deemed *incomplete*, the Contractor shall, within seven (7) calendar
days of the date of receipt, provide to the Requester a notice of
deficiency. This notice shall offer a detailed description of the
deficiency(ies) in the request.

***Deficiency cure*****\--** A Requester must promptly cure any
deficiency in a request. If a Requester fails to cure any deficiency in
its request within fourteen (14) calendar days of the notice of
deficiency, then the Contractor will deem the request closed. Multiple
communications between the Requester and the Contractor may be necessary
to ensure that deficiencies are clearly understood by all parties. Once
the Contractor has determined that the Requester has cured the
deficiency(ies), the Contractor shall deem the request complete and
shall commence request processing.

***Request Processing*** **\--** Within seven (7) calendar days of a
request being deemed complete, Contractor shall send to Requester a
notice of confirmation of requested changes. Requester shall provide
confirmation of the requested changes within seven (7) calendar days of
receipt of such notice from Contractor. If Contractor does not receive
confirmation within seven (7) calendar days, Contractor shall send a
second and final notice to Requester giving Requester an additional
seven (7) calendar days to provide the required confirmation. If
Requester fails to provide such confirmation after the second and final
notice, then such request shall be deemed incomplete and shall be
closed. Contractor shall deliver notification of the request closure to
Requester within one (1) business day of closing the request. Contractor
shall provide Requester with a grace period during which time if the
Requester provides confirmation to Contractor within thirty (30) days of
a request closure, the request shall be re-opened and processed as a
completed and confirmed request. Within thirty (30) calendar days of the
date that the request was deemed completed and confirmed, Contractor
shall complete all processing and issue a report with a recommendation
to the U.S. Department of Commerce regarding whether the proposed
changes should be authorized.

**[Appendix B Monthly Performance Progress Report Tables]{.smallcaps}**

  -----------------------------------------------------------------------
  **[Overview of Root Management Requests]{.smallcaps}**         
  -------------------------------------------------------------- --------
  [Total Root Management Requests at IANA]{.smallcaps}           

  Requests Pending at Beginning of Month                         

  Requests Received during this Month                            

  Total Requests Completed or Administratively Closed This Month 

  Requests Completed from Prior Months                           

  Requests Completed from this Month                             

  Requests Administratively Closed                               

  Requests Pending at Close of this Month                        
  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  **[Types of Root Management Requests]{.smallcaps}**            
  -------------------------------------------------------------- --------
  Nameserver Changes                                             

  Administrative Contact Changes                                 

  Technical Contact Changes                                      

  Data Changes (*e.g.*, address, phone/fax number, URL for       
  registration services)                                         

  Requests for Redelegation                                      

  Root Server Changes                                            

  **TOTAL**                                                      
  -----------------------------------------------------------------------

**Note:** The total number of changes takes into account that one
request may contain multiple changes. During this month, IANA received
\[insert number\] requests with multiple changes.

+---+----+------+---------+-----------+----------------------------+
| * |    |      |         |           |                            |
| * |    |      |         |           |                            |
| [ |    |      |         |           |                            |
| R |    |      |         |           |                            |
| o |    |      |         |           |                            |
| o |    |      |         |           |                            |
| t |    |      |         |           |                            |
| M |    |      |         |           |                            |
| a |    |      |         |           |                            |
| n |    |      |         |           |                            |
| a |    |      |         |           |                            |
| g |    |      |         |           |                            |
| e |    |      |         |           |                            |
| m |    |      |         |           |                            |
| e |    |      |         |           |                            |
| n |    |      |         |           |                            |
| t |    |      |         |           |                            |
| R |    |      |         |           |                            |
| e |    |      |         |           |                            |
| q |    |      |         |           |                            |
| u |    |      |         |           |                            |
| e |    |      |         |           |                            |
| s |    |      |         |           |                            |
| t |    |      |         |           |                            |
| s |    |      |         |           |                            |
| P |    |      |         |           |                            |
| e |    |      |         |           |                            |
| n |    |      |         |           |                            |
| d |    |      |         |           |                            |
| i |    |      |         |           |                            |
| n |    |      |         |           |                            |
| g |    |      |         |           |                            |
| M |    |      |         |           |                            |
| o |    |      |         |           |                            |
| r |    |      |         |           |                            |
| e |    |      |         |           |                            |
| t |    |      |         |           |                            |
| h |    |      |         |           |                            |
| a |    |      |         |           |                            |
| n |    |      |         |           |                            |
| 3 |    |      |         |           |                            |
| 0 |    |      |         |           |                            |
| D |    |      |         |           |                            |
| a |    |      |         |           |                            |
| y |    |      |         |           |                            |
| s |    |      |         |           |                            |
| ] |    |      |         |           |                            |
| { |    |      |         |           |                            |
| . |    |      |         |           |                            |
| s |    |      |         |           |                            |
| m |    |      |         |           |                            |
| a |    |      |         |           |                            |
| l |    |      |         |           |                            |
| l |    |      |         |           |                            |
| c |    |      |         |           |                            |
| a |    |      |         |           |                            |
| p |    |      |         |           |                            |
| s |    |      |         |           |                            |
| } |    |      |         |           |                            |
| * |    |      |         |           |                            |
| * |    |      |         |           |                            |
+===+====+======+=========+===========+============================+
| T | R  | Type | Request | Last      | Detailed Status and        |
| L | eq | of   | Su      | Co        | Activity towards           |
| D | ue | Req  | bmitted | ntractor/ | Resolution                 |
|   | st | uest |         | Requestor |                            |
|   | Nu |      | Date    | Activity  |                            |
|   | mb |      |         | Date      |                            |
|   | er |      |         |           |                            |
+---+----+------+---------+-----------+----------------------------+
|   |    |      |         |           |                            |
+---+----+------+---------+-----------+----------------------------+
|   |    |      |         |           |                            |
+---+----+------+---------+-----------+----------------------------+
|   |    |      |         |           |                            |
+---+----+------+---------+-----------+----------------------------+

<table style="width:100%;">
<colgroup>
<col style="width: 4%" />
<col style="width: 6%" />
<col style="width: 5%" />
<col style="width: 5%" />
<col style="width: 8%" />
<col style="width: 5%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 8%" />
<col style="width: 5%" />
<col style="width: 7%" />
<col style="width: 7%" />
<col style="width: 6%" />
<col style="width: 5%" />
<col style="width: 6%" />
</colgroup>
<thead>
<tr class="header">
<th colspan="15"><strong><span class="smallcaps">Nameserver,
Administrative and Technical contact, and Data
Changes</span></strong></th>
</tr>
</thead>
<tbody>
<tr class="odd">
<td>TLD</td>
<td>Request Number</td>
<td>Type of Change</td>
<td>Date of Receipt of Request</td>
<td>Date of Receipt Confirmation</td>
<td>Initial Review and Results</td>
<td>Date of Notice of Deficiency</td>
<td>Requestor Cure Date</td>
<td>Date of Requestor Confirmation</td>
<td>Request Closed Date</td>
<td>Date of Conclusion of Processing</td>
<td>Transmittal Date to DOC</td>
<td>Change in Database</td>
<td><blockquote>
<p>Status of</p>
</blockquote>
<p>Request</p></td>
<td><p>Number of Days</p>
<p>to Complete Request</p></td>
</tr>
<tr class="even">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
<tr class="odd">
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
<td></td>
</tr>
</tbody>
</table>

**[Legend for *Type of Change* Entries:]{.smallcaps}** 1 - Nameserver
Change; 2 - Administrative Contact Change; 3 - Technical Contact; 4 -
Data Change; 5 - Redelegation

**[Instructions for Completing *Detailed Status* Entries:]{.smallcaps}**
Provide a detailed narrative of the current activity for each open
change request and Contractors proposed steps to process the subject
request within the prescribed 30-day limit. These entries should also
indicate possible complications that might arise in connection with
processing that request, as well as Contractor's methods for addressing
these issues.

  ---------------------------------------------------------------------------------------
  **[IPv4 Unicast Address                                                   
  Blocks                                                                    
  Allocations]{.smallcaps}**                                                
  ---------------------------- -------------- -------------- -------------- -------------
  Request Submitted            Request        Duration       Registry       /8s Provided
                               Completed                                    

                                                                            

                                                                            
  ---------------------------------------------------------------------------------------

  ---------------------------------------------------------------------------------------
  **[IPv4 Multicast                                                     
  Assignments]{.smallcaps}**                                            
  ---------------------------- ---------------------- ----------------- -----------------
  Request Submitted            Request Completed      Duration          Registry

                                                                        

                                                                        
  ---------------------------------------------------------------------------------------

  ---------------------------------------------------------------------------------------
  **[IPv6 Unicast Address                                                   
  Blocks                                                                    
  Allocations]{.smallcaps}**                                                
  ---------------------------- ------------- -------------- --------------- -------------
  Request Submitted            Request       Duration       Registry        Request
                               Completed                                    

                                                                            

                                                                            
  ---------------------------------------------------------------------------------------

  -------------------------------------------------------------------------------------
  **[IPv6 Multicast                                         
  Assignments]{.smallcaps}**                                
  ---------------------------- ------------- -------------- ---------------------------
  Request Submitted            Request       Duration       Addresses
                               Completed                    

                                                            

                                                            
  -------------------------------------------------------------------------------------

  --------------------------------------------------------------------------------------
  **[Autonomous System (AS)                                                
  Number                                                                   
  Assignments]{.smallcaps}**                                               
  ---------------------------- -------------- ------------- -------------- -------------
  Request Submitted            Request        Duration      Registry       Blocks
                               Completed                                   

                                                                           

                                                                           
  --------------------------------------------------------------------------------------