+----------------------------------+---+---------------------------------+
| ##### STANDARD RESEARCH          |   | (DEPARTMENT OF ENERGY M&O       |
|                                  |   | CONTRACTOR)                     |
| **SUBCONTRACT (EDUCATIONAL       |   |                                 |
| INSTITUTION or NONPROFIT         |   | NATI                            |
| ORGANIZATION)**                  |   |                                 |
|                                  |   | \_\_\_\_\_\_                    |
| [\[**FOR UNCLASSIFIED            |   | \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\ |
| WORK**\]]{.underline}            |   | _\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
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+----------------------------------+---+---------------------------------+
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+----------------------------------+---+---------------------------------+

**Introduction**

This is a cost-reimbursement, no-fee, standard subcontract for
unclassified research and development work, not related to nuclear,
chemical, biological, or radiological weapons of mass destruction or the
production of special nuclear material. This Subcontract is between
**\[Insert contractor's name\]**, (hereinafter "Contractor") and
**\[Insert subcontractor's name\]** (hereinafter "Subcontractor"). The
Subcontract is issued under Prime Contract No. **\[Insert contract
no.\]** between the Contractor and the United States Department of
Energy (hereinafter "DOE") **\[include the following phrase in weapons
lab contracts\--** and the National Nuclear Security Administration
(hereinafter "NNSA")**\]** for the management and operation of
**\[insert name of the DOE/NNSA facility\]** (hereinafter "DOE **\[or**
NNSA**\]** Facility").

#### Agreement

The parties agree to perform their respective obligations in accordance
with the terms and conditions of the Schedule and the General Provisions
and other documents attached or incorporated by reference, which
together constitute the entire Subcontract and supercede all prior
discussions, negotiations, representations, and agreements.

+----------------------------------+-----------------------------------+
| # \[SUBCONTRACTOR NAME\]         | #  \[M&O CONTRACTOR NAME\]        |
+----------------------------------+-----------------------------------+

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

###### 

###### 

###### 

######  TABLE OF CONTENTS

**SCHEDULE OF ARTICLES**

1.  **Statement of Work . . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . . 3**

2.  **Report Preparation Requirements . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . 3**

3.  **Period of Performance . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . 3**

4.  **Costs and Payments . . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . 4**

5.  **Invoices for Payment . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . 4**

6.  **Contractor-Furnished and Subcontract-Acquired Property . . . . . .
    . . . . . . . . . . . 5**

7.  **Subcontract Administration . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . 5**

8.  **Travel Requirements . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . 6**

9.  **Performance of Work . . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . . . 6**

10. **Incorporated Documents . . . . . . . . . . . . . . . . . . . . . .
    . . . . . . . . . . . . . . . . . . . . . . . . 6**

**GENERAL PROVISIONS**

> **CLAUSE 1 -- PUBLICATIONS . . . . . . . . . . . . . . . . . . . . . .
> . . . . . . . . . . . . . . . . . . . . . . . 7**
>
> **CLAUSE 2 -- NOTICES . . . . . . . . . . . . . . . . . . . . . . . .
> . . . . . . . . . . . . . . . . . . . . . . . . . . . 7**

**CLAUSE 3 -- ASSIGNMENTS . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . 7**

**CLAUSE 4 -- DISPUTES . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . 7**

**CLAUSE 5 -- RESPONSIBILITY FOR TECHNOLOGY**

> **EXPORT CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . .
> . . . . . . . . . . 9**

**CLAUSE 6 -- COST ACCOUNTING STANDARDS (CAS) LIABILITY . . . . . . . .
. . . 9**

**CLAUSE 7 -- DISCLOSURE AND USE RESTRICTIONS FOR**

> **LIMITED RIGHTS DATA . . . . . . . . . . . . . . . . . . . . . . . .
> . . . . . . . . . 9**

**CLAUSE 8 -- ORDER OF PRECEDENCE . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . 10**

**CLAUSE 9 -- SECURITY REQUIREMENTS . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . 10**

**CLAUSE 10 -- CLAUSES INCORPORATED BY REFERENCE . . . . . . . . . . . .
. . . . . . 11**

**SCHEDULE OF ARTICLES**

**1. Statement of Work**

The Subcontractor shall perform certain research and development work
identified as **\[insert brief title or statement of research\]** and
more fully described in the *Statement of Work* Attachment to this
Subcontract. **\[or Appendix I.\]**

The Subcontactor's Principal Investigator assigned to this work is
**\[insert Principal Investigator's name\]**. The Principal Investigator
shall not be replaced or reassigned without the advance written approval
of the Contractor's Procurement Representative **\[or** Contract
Administrator**\]**.

The Subcontractor shall submit three copies of the final and any
intermediate reports to the Contractor's Procurement Representative
**\[or** Contract Administrator**,** Contractor's Technical
Representative, **or** named individual**\]** upon completion of the
work and, when the Subcontract contains milestone requirements, on the
indicated milestone dates. When requested by the Contractor's Technical
Representative, the Subcontractor shall submit a draft copy of the final
report for review prior to finalization. The Contractor's Technical
Representative need not approve the Subcontractor's reported conclusions
of the research.

**2. Report Preparation Requirements**

> a\. These instructions apply to all formal reports, including the
> final report, required by the Subcontract. It does not apply to letter
> reports or reports specifically identified as Milestones in *Article*
> 3. *Period of Performance* in this Subcontract as informal reports.

b\. The final report shall contain a comprehensive summary of all work
results and conclusions. All reports shall fairly and completely
describe the efforts applied to and the results obtained toward
achievement of objectives of the subcontract work. If an objective is
not accomplished, such failure shall be fully documented and explained
in the report.

> c\. Reports shall include the following elements: (a) a brief abstract
> of the report which describes the overall objectives and results; (b)
> a full statement of each objective and description of the effort
> performed and the accomplishments achieved; (c) a list of any
> publication or information release made of material developed or
> maintained through the performance of the subcontract; and (d) any
> other relevant information.

**3. Period of Performance**

The work described in Article 1, Statement of Work, shall commence upon
signature of this Subcontract by both parties and shall be completed on
or before **(insert end date)**

**\[OR, if there is a milestone schedule, add: in accordance with the
following milestones:**

**Milestone Completion Date\]**

**4. Costs and Payments**

a\. The estimated cost of the work called for in this Subcontract is
\$\_\_\_\_\_\_\_\_\_\_\_\_\_, and is based upon the following estimated
levels of effort necessary to perform the Subcontract work:

> Category No. of Staff No. of Months
>
> **\[OR:\]** is based on the Subcontractor's Cost Proposal Attachment
> **\[or Appendix II\]** to this Subcontract.

b\. **\[Check provision below that applies OR include only applicable
provision\]**

> \_\_\_\_\_ This Subcontract is fully-funded and is subject to the
> *Limitation of Costs* clause of the General Provisions.
>
> \_\_\_\_\_ This Subcontract is incrementally funded and is subject to
> the *Limitation of Funds* clause of the General Provisions. The
> funding amount currently allotted to this Subcontract is \$
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ and covers **\[describe what work the
> incremental funding covers.\]**

c.  The Contractor will pay the Subcontractor for performance of this
    Subcontract, unless excluded or limited by other provisions of this
    Subcontract, the allowable direct costs incident to performance,
    plus the allocable portion of the allowable indirect costs of the
    Subcontractor. Allowable and allocable costs shall be determined in
    accordance with the cost principles of the Allowable Cost and
    Payment clause of the General Provisions.

**5. Invoices for Payment**

> a\. Payments for Subcontract work shall be made monthly based on
> invoices submitted by the Subcontractor for work performed. Invoices
> shall bear the following certification signed by a responsible
> official of the Subcontractor:
>
> "The undersigned certifies that the information set forth herein is
> true and correct and

may be used as a basis for payment for work."

b.  Invoices must identify the subcontract number, the period covered,
    and the total expenditures claimed for each of the following
    categories: salaries, fringe benefits, travel, materials and
    supplies, equipment, subcontracts/consultants, other direct costs
    such as rent, when applicable, and indirect or Facility and
    Administration costs.

c.  Invoices shall be mailed to: **(Insert address)**

d.  Payments shall be mailed to: **(Insert address)**

> e\. The Contractor will use its best efforts to process invoices for
> payment within 30 days of receipt; provided, however, that payments
> made more than 30 days after receipt of an invoice shall not be
> subject to penalty, interest, or late charges.
>
> f\. Invoices, which include the cost of property acquired by the
> Subcontractor at a cost of \$5,000 or more, shall include a
> description of the property and shall identify the assigned property
> number; the manufacturer; the Serial number and model number; the
> acquisition date; the unit price**,** quantity, and total cost of the
> property; and the location of the property.

**6. Contractor-Furnished and Subcontract-Acquired Property**

> a\. The Contractor shall furnish the Subcontractor the materials,
> equipment, and supplies listed in *Contractor-Furnished Government
> Property* **\[OR** Appendix III**\]** to this Subcontract.

b.  Purchase of equipment or other tangible personal property, which is
    not identified in the Subcontractor's cost proposal for this
    Subcontract and for which the Subcontractor is entitled to be
    reimbursed as a direct item of cost under this Subcontract, shall be
    approved in advance by the Contractor's Procurement Representative
    **\[OR** Contract Administrator**\]**.

c.  All property furnished by the Contractor or acquired by the
    Subcontractor, as a direct cost under the Subcontract, title to
    which vests in the Government**,** shall be identified, controlled,
    and protected as required by the *Government Property* clause of the
    General Provisions of this Subcontract. Disposition of such property
    upon completion of this Subcontract shall be as directed by the
    Contractor's Procurement Representative **\[OR** Contract
    Administrator**\]**.

d.  If the Contractor provides the Subcontractor property that is marked
    as "high risk property" for use under this award, the Subcontractor
    shall ensure that adequate safeguards are in place, and adhered to,
    for the handling, control and disposition of this property in
    accordance with the policies, practices and procedures for property
    management contained in the DOE Property Management regulations (41
    CFR 109-1.53). Title to all property marked as "high risk property"
    vests in the Government.

**7. Subcontract Administration**

a.  The Contractor's Procurement Representative **\[OR** Contract
    Administrator**\]** for this Subcontract is **\[insert name of
    PR/CA\]**. The Procurement Representative **\[OR** Contract

    Administrator**\]** is the only person authorized to make changes in
    the requirements of this

    Subcontract or make modifications to this Subcontract, including
    changes or modifications to the Statement of Work and the Schedule.
    The Subcontractor shall direct all notices and requests for approval
    required by this Subcontract to the Procurement Representative
    **\[OR** Contract Administrator**\]** at the following address:

**\[Insert address\]**

> Any notices and approvals required by this Subcontract from the
> Contractor to the Subcontractor shall be issued by the Procurement
> Representative **\[OR** Contract Administrator**\]**.

b.  The Contractor's Technical Representative for this Subcontract is
    **\[insert name\]**. The Technical Representative is the person
    designated to monitor the Subcontract work and to interpret and
    clarify the technical requirements of the *Statement of Work*. The
    Technical Representative is not authorized to make changes to the
    work or modify this Subcontract.

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8.  **Travel Requirements**

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a.  All travel not included in the Subcontractor's cost proposal must be
    approved in advance by the Contractor.

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b.  All foreign travel must be approved in advance by the Contractor,
    even if the cost is included in the Subcontractor's cost proposal
    for this Subcontract.

**9. Performance of Work**

The Subcontractor will perform the work at a location other than a
DOE/NNSA Facility.

10. **Incorporated Documents**

The following documents are hereby incorporated as Attachments **\[OR
Appendices\]** to the Schedule of Articles of this Subcontract:

General Provisions for Standard Research Subcontracts, dated
\_\_\_\_\_\_\_\_\_\_\_\_\_

Statement of Work dated \_\_\_\_\_\_\_\_\_\_ **\[OR Appendix I\]**

Subcontractor's Cost Proposal dated \_\_\_\_\_\_\_\_ ([if
applicabl]{.underline}e) **\[OR Appendix II\]**

Contractor-Furnished Government Property dated \_\_\_\_\_\_\_\_ **\[OR
Appendix III\]**

\[List others if applicable.\]

GENERAL PROVISIONS

CLAUSE 1 - [PUBLICATIONS]{.underline}

A.  The Subcontractor shall closely coordinate with the Contractor's
    Technical Representative regarding any proposed scientific,
    technical or professional publication of the results of the work
    performed or any data developed under this Subcontract. The
    Subcontractor shall provide the Contractor an opportunity to review
    any proposed manuscripts describing, in whole or in part, the
    results of the work performed or any data developed under this
    Subcontract at least forty-five (45) days prior to their submission
    for publication. The Contractor will review the proposed publication
    and provide comments. A response shall be provided to the
    Subcontractor within forty-five (45) days; otherwise, the
    Subcontractor may assume that the Contractor has no comments.
    Subject to the requirements of Clause 9, the Subcontractor agrees to
    address any concerns or issues identified by the Contractor prior to
    submission for publication.

B.  Subcontractor may acknowledge the Contractor and Government
    sponsorship of the work as appropriate.

CLAUSE 2 -- [NOTICES]{.underline}

A.  The Subcontractor shall immediately notify the Contractor's
    Procurement Representative **\[OR** Contract Administrator**\]** in
    writing of: (1) any action, including any proceeding before an
    administrative agency, filed against the Subcontractor arising out
    of the performance of this Subcontract; and (2) any claim against
    the Subcontractor, the cost and expense of which is allowable under
    the terms of this Subcontract.

B.  If, at any time during the performance of this Subcontract, the
    Subcontractor becomes aware of any circumstances which may
    jeopardize its performance of all or any portion of the Subcontract,
    it shall immediately notify the Contractor's Procurement
    Representative **\[OR** Contract Administrator**\]** in writing of
    such circumstances, and the Subcontractor shall take whatever action
    is necessary to cure such defect within the shortest possible time.

**CLAUSE 3 -- [ASSIGNMENTS]{.underline}**

The Contractor may assign this Subcontractor to the Government or its
designee(s). Except as to assignment of payment due, the Subcontractor
shall have no right to assign or mortgage this Subcontract or any part
of it without the prior written approval of the Contractor's Procurement

Representative **\[OR** Contract Administrator**\]**, except for
subcontracts already identified in the Subcontractor's proposal.

CLAUSE 4 -- [DISPUTES]{.underline}

A. Informal Resolution

> 1\. The parties to a dispute shall attempt to resolve it in good
> faith, by direct, informal negotiations. All negotiations shall be
> confidential. Pending resolution of the dispute, the Subcontractor
> shall proceed diligently with the performance of this Subcontract, in
> accordance with its terms and conditions.
>
> 2\. The parties, upon mutual agreement, may seek the assistance of a
> neutral third party at any time, but they must seek such assistance no
> later than 120 days after the date of the Contractor's receipt of a
> claim. The requirement to seek the assistance of a neutral third party
> may be waived or modified only with the consent of all parties. The
> parties may request the assistance of an established Ombuds Program,
> where available, or hire a mutually agreeable mediator, or ask the DOE
> Office of Dispute Resolution to assist them in selecting a mutually
> agreeable mediator. The cost of mediation shall be shared equally by
> both parties. If requested by both parties, the neutral third party
> may offer a non-binding opinion as to a possible settlement. All
> discussions with the neutral third party shall be confidential.
>
> 3\. In the event the parties are unable to resolve the dispute by
> using a neutral third party or waive the requirement to seek such
> assistance, the Contractor will issue a written decision on the claim.

B. Formal Resolution

> 1\. If a dispute has not been resolved by informal resolution, it may
> be submitted to binding arbitration upon agreement of both parties, by
> and in accordance with the Commercial Arbitration Rules of the
> American Arbitration Association (AAA). If arbitration is agreed to by
> both parties, such decision is irrevocable and the outcome of the
> arbitration shall be binding on all parties.
>
> 2\. Each party to the arbitration shall pay its pro rata share of the
> arbitration fees, not including counsel fees or witness fees or other
> expenses incurred by the party for its own benefit.
>
> 3\. Judgment on the award rendered by the arbitrator may be entered in
> any court having

jurisdiction.

C.  Litigation

If arbitration is declined for such disputes, the parties may pursue
litigation in any court of competent jurisdiction.

D.  Governing Law

This Subcontract shall be interpreted and governed in accordance with
all applicable federal and state

laws and all applicable federal rules and regulations.

**CLAUSE 5 - [RESPONSIBILITY FOR TECHNOLOGY EXPORT
CONTROL]{.underline}**

The parties understand that materials and information resulting from the
performance of this Subcontract may be subject to export control laws
and that each party is responsible for its own compliance with such
laws.

CLAUSE 6 -- [COST ACCOUNTING STANDARDS (CAS) LIABILITY]{.underline}

**\[Applicable to Subcontracts exceeding \$500,000\]**

Clause 10 below incorporates into these GENERAL PROVISIONS clauses
entitled, "*COST ACCOUNTING STANDARDS" and "ADMINISTRATION OF COST
ACCOUNTING STANDARDS."* Notwithstanding the provisions of these clauses,
or of any other provision of the Subcontract, the Subcontractor shall be
liable to the Government for any increased costs, or interest thereon,
resulting from any failure of the Subcontractor, with respect to
activities carried on at the site of the work, or of a subcontractor, to
comply with applicable cost accounting standards or to follow any
practices disclosed pursuant to the requirements of such clause.

# CLAUSE 7 - [DISCLOSURE AND USE RESTRICTIONS FOR LIMITED RIGHTS DATA]{.underline} 

Generally, delivery of Limited Rights Data (or Restricted Computer
Software) should not be necessary. However, only if Limited Rights Data
will be used in meeting the delivery requirements of the subcontract,
the following disclosure and use restrictions shall apply to and shall
be inserted in, any FAR 52.227-14 Limited Rights Notice on any Limited
Rights Data furnished or delivered by the Subcontractor or a lower-tier
subcontractor:

A. These \"Limited Rights Data\" may be disclosed for evaluation
purposes under the restriction that the \"Limited Rights Data\" be
retained in confidence and not be further disclosed;

B. These \"Limited Rights Data\" may be disclosed to other contractors
participating in the Government\'s program of which this Subcontract is
a part for information or use in connection with the work performed
under their contracts and under the restriction that the \"Limited
Rights Data\" be retained in confidence and not be further disclosed;
and

C. These \"Limited Rights Data\" may be used by the Government or others
on its behalf for emergency repair or overhaul work under the
restriction that the \"Limited Rights Data\" be retained in confidence
and not be further disclosed.

CLAUSE 8 - [ORDER OF PRECEDENCE]{.underline}

Any inconsistencies in the documents comprising this Subcontract shall
be resolved by giving precedence in the following order: (a) the
SCHEDULE OF ARTICLES and this Subcontract Signature Page; (b) these
GENERAL PROVISIONS; (c) other referenced documents, exhibits, and
attachments; and (d) any referenced specification or *Statement of
Work*.

**CLAUSE 9 -- SECURITY REQUIREMENTS**

A.  This Subcontract is intended for unclassified, publicly releasable
    research or development work. The Contractor does not expect that
    results of the research project will involve classified information
    or Unclassified Controlled Nuclear Information (UCNI) (See 10 CFR
    part 1017). However, the Contractor may review the research work
    generated under this Subcontract at any time to determine if it
    requires classification or control as UCNI.

B.  If, subsequent to the date of this Subcontract, a review of the
    information reveals that classified information or UCNI is being
    generated under this Subcontract, then the security requirements of
    this Subcontract must be changed. If such changes cause an increase
    or decrease in costs or otherwise affect any other term or condition
    of this Subcontract, the Subcontract shall be subject to an
    equitable adjustment as if the changes were directed under the
    Changes clause of this Subcontract.

C.  If the security requirements are changed, the Subcontractor shall
    exert every reasonable effort compatible with its established
    policies to continue the performance of work under the Subcontract
    in compliance with the change in the security requirements. If the
    Subcontractor determines that continuation of the work under this
    Subcontract is not practicable because of the change in security
    requirements, the Subcontractor shall notify the Contractor's
    Procurement Representative in writing. Until the Contractor's
    Procurement Representative provides direction, the Subcontractor
    shall protect the material as directed by the Contractor.

D.  After receiving the written notification, the Contractor's
    Procurement Representative shall explore the circumstances
    surrounding the proposed change in security requirements and shall
    endeavor to work out a mutually satisfactory method to allow the
    Subcontractor to continue performance of work under this
    Subcontract.

E.  Within 15 days of receiving the written notification of the
    Subcontractor's stated inability to proceed, the Contractor's
    Procurement Representative must determine whether (1) these security
    requirements do not apply to this contract or (2) a mutually
    satisfactory method for continuing performance of work under this
    Subcontract can be agreed upon. If this determination is not made,
    the Subcontractor may request the Contractor's Procurement
    Representative to terminate the Subcontract in whole or in part. The
    Contractor's Procurement Representative shall terminate the
    Subcontract in whole or in part, as may be appropriate, and the
    termination shall be deemed a termination under the terms of the
    Termination for the Convenience of the Government clause.

CLAUSE 10 - [CLAUSES INCORPORATED BY REFERENCE]{.underline}

The FEDERAL ACQUISITION REGULATION (FAR) and the U.S. DEPARTMENT OF
ENERGY ACQUISITION REGULATION (DEAR) clauses listed below, which are
located in Chapters 1 and 9, respectively, of Title 48 of the Code of
Federal Regulations, are incorporated by this reference as a part of
these GENERAL PROVISIONS with the same force and effect as if they were
given in full text, as prescribed below.

The full text of the clauses may be accessed electronically at
<http://www.arnet.gov/far/> (FAR) and

<http://professionals.pr.doe.gov/ma5/MA-5Web.nsf/Procurement/Acquisition+Regulation>
(DEAR).

As used in the clauses, the term \"contract\" shall mean this
Subcontract; the term \"Contractor\" shall mean the Subcontractor; the
term \"subcontractor\" shall mean the Subcontractor\'s subcontractor,
and the terms \"Government\" and \"Contracting Officer\" shall mean the
Contractor, except in FAR clause 52.227-14, and DEAR clauses 970.5227-4,
952.227-11, 970.5232-3 and 52.245-5 Alternate I, in which clauses
\"Government\" shall mean the United States Government and \"Contracting
Officer\" shall mean the DOE/NNSA Contracting Officer for Prime Contract
DE-\_\_\_\_\_\_\_\_\_\_ with the Contractor. As used in DEAR clauses
952.204-72 and 952.227-9, the term "DOE" shall mean DOE/NNSA or the
Contractor.

The modifications of these clause terms are intended to appropriately
identify the parties and establish their contractual and administrative
reporting relationship, and shall not apply to the extent

they would affect the U.S. Government's rights. The Subcontractor shall
include the listed clauses in its subcontracts at any tier, to the
extent applicable.

**applicable TO ALL Subcontracts UNLESS OTHERWISE INDICATED BELOW:**

+---------------+---+-----------------------------------------------------+
| DEAR          |   | SENSITIVE FOREIGN NATIONS CONTROLS (APR 1994).      |
| 952.204-71    |   | Applies if the Subcontract is for unclassified      |
|               |   | research involving nuclear technology.              |
+---------------+---+-----------------------------------------------------+
| FAR 52.216-7  |   | ALLOWABLE COST AND PAYMENT (DEC 2002). Substitute   |
|               |   | 31.3 in subcontracts with educational institutions  |
|               |   | and 31.7 in subcontracts with nonprofit             |
|               |   | organizations for 31.2 in paragraph (a).            |
+---------------+---+-----------------------------------------------------+
| FAR 52.216-15 |   | PREDETERMINED INDIRECT COSTS RATES APR 1998).       |
+---------------+---+-----------------------------------------------------+
| FAR 52.222-21 |   | PROHIBITION OF SEGREGATED FACILITIES (FEB 1999).    |
+---------------+---+-----------------------------------------------------+
| FAR 52.222-26 |   | Equal Opportuni EQUAL OPPORTUNITY (APR 2002).       |
+---------------+---+-----------------------------------------------------+
| FAR 52.223-3  |   | HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL      |
|               |   | SAFETY DATA SHEETS (JAN 1997) AND ALTERNATE I.      |
|               |   | Applies only if Subcontract involves delivery of    |
|               |   | hazardous materials.                                |
+---------------+---+-----------------------------------------------------+
| FAR 52.225-13 |   | Restrictions On Certain Foreign Purchases (DEC      |
|               |   | 2003).                                              |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | AUTHORIZATION AND CONSENT (AUG 2002), Paragraph     |
| 970.5227-4    |   | (a).                                                |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | REFUND OF ROYALTIES (FEB 1995). Applies if          |
| 952.227-9     |   | \"royalties\" of more than \$250 are paid by a      |
|               |   | subcontractor at any tier.                          |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT  |
| 952.227-11    |   | FORM) (FEB 1995). (Applies only if Subcontractor is |
|               |   | a nonprofit organization as set forth in 48 CFR     |
|               |   | 27.301. If Subcontractor does not qualify in        |
|               |   | accordance with 48 CFR 27.301, it may request a     |
|               |   | patent waiver pursuant to 10 CFR 784.)              |
+---------------+---+-----------------------------------------------------+
| FAR 52.227-14 |   | \[Check provision below that applies OR include     |
|               |   | only applicable provision\].                        |
|               |   |                                                     |
|               |   | \_\_\_\_\_ RIGHTS In Data-General (Jun 1987) with   |
|               |   | ALTERNATE V and DEAR 927.409 Paragraphs (a) and     |
|               |   | (d)(3). Applies if the Subcontract is for           |
|               |   | development work, or for basic and applied research |
|               |   | where computer software is specified as a           |
|               |   | Deliverable in the Statement of Work or other       |
|               |   | special circumstances apply as specified in the     |
|               |   | agreement.                                          |
|               |   |                                                     |
|               |   | \_\_\_\_\_ RIGHTS IN DATA-GENERAL (JUN 1987) with   |
|               |   | ALTERNATE IV, subparagraph (c)(1) and DEAR 927.409, |
|               |   | subparagraph (a) Definitions. Applies if the        |
|               |   | Subcontract is for basic or applied research and    |
|               |   | computer software is not specified as a Deliverable |
|               |   | in the Statement of Work, and no other special      |
|               |   | circumstances apply per DEAR 927.409.               |
+---------------+---+-----------------------------------------------------+
| FAR 52.227-23 |   | Rights To Proposal Data (Technical) (JunE 1987).    |
|               |   | Applies if the Subcontract is based upon a          |
|               |   | technical proposal.                                 |
+---------------+---+-----------------------------------------------------+
| FAR 52.229-10 |   | STATE OF NEW MEXICO GROSS RECEIPTS AND COMPENSATING |
|               |   | TAX (APR 2003). Applies if any part of this         |
|               |   | Subcontract is to be performed in the State of New  |
|               |   | Mexico.                                             |
+---------------+---+-----------------------------------------------------+
| FAR 52.232-20 |   | LIMITATION OF COST (Apr 1984). Applies if the       |
|               |   | Subcontract is fully funded.                        |
+---------------+---+-----------------------------------------------------+
| FAR 52.232-22 |   | LIMITATION OF FUNDS (Apr 1984). Applies if the      |
|               |   | Subcontract is incrementally funded.                |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | RESEARCH MISCONDUCT (JUL 2005)                      |
| 952.235-71    |   |                                                     |
+---------------+---+-----------------------------------------------------+
| FAR 52.242-15 |   | Stop-Work ORDER (AUG 1989) with ALTERNATE I (APR    |
|               |   | 1984).                                              |
+---------------+---+-----------------------------------------------------+
| FAR 52.243-2  |   | CHANGES -- COST-REIMBURSEMENT (AUG 1987), WITH      |
|               |   | ALTERNATE V                                         |
+---------------+---+-----------------------------------------------------+
| FAR 52.244-2  |   | SUBCONTRACTS (AUG 1998) with ALTERNATE II. Insert   |
|               |   | in Paragraph (e): "Any subcontract or purchase      |
|               |   | order for other than "commercial items" exceeding   |
|               |   | the simplified acquisition threshold. ("Commercial  |
|               |   | item" has the meaning contained in FAR 52.202-1,    |
|               |   | Definitions.)"                                      |
+---------------+---+-----------------------------------------------------+
| FAR 52.245-5  |   | GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-  |
|               |   | MATERIALS, OR LABOR-HOUR CONTRACTS (MAY 2004) with  |
|               |   | Alternate I (JUNE 2003). (Paragraphs (e)(1) and     |
|               |   | (e)(2) insert, "and DOE Acquisition Regulations     |
|               |   | Subpart 945.5," after the reference to FAR Subpart  |
|               |   | 45.5).                                              |
+---------------+---+-----------------------------------------------------+
| FAR 52.246-9  |   | INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM) |
|               |   | (Apr 1984).                                         |
+---------------+---+-----------------------------------------------------+
| FAR 52.247-63 | P |                                                     |
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|               | S |                                                     |
|               | u |                                                     |
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|               | t |                                                     |
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|               | n |                                                     |
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|               | v |                                                     |
|               | e |                                                     |
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|               | n |                                                     |
|               | t |                                                     |
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|               | n |                                                     |
|               | a |                                                     |
|               | t |                                                     |
|               | i |                                                     |
|               | o |                                                     |
|               | n |                                                     |
|               | a |                                                     |
|               | l |                                                     |
|               | a |                                                     |
|               | i |                                                     |
|               | r |                                                     |
|               | t |                                                     |
|               | r |                                                     |
|               | a |                                                     |
|               | n |                                                     |
|               | s |                                                     |
|               | p |                                                     |
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|               | t |                                                     |
|               | a |                                                     |
|               | t |                                                     |
|               | i |                                                     |
|               | o |                                                     |
|               | n |                                                     |
|               | . |                                                     |
+---------------+---+-----------------------------------------------------+
| FAR 52.247-64 |   | PREFERENCE FOR PRIVATELY OWNED U.S.-FLAG COMMERCIAL |
|               |   | VESSELS (APR 2003).                                 |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | FOREIGN TRAVEL (DEC 2000).                          |
| 952.247-70    |   |                                                     |
+---------------+---+-----------------------------------------------------+
| FAR 52.249-5  |   | TERMINATION FOR CONVENIENCE OF THE GOVERNMENT       |
|               |   | (EDUCATIONAL AND OTHER NONPROFIT INSTITUTIONS) (SEP |
|               |   | 1996).                                              |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | ACQUISTION OF REAL PROPERTY (APR 1984). Applies if  |
| 952.217-70    |   | the Subcontract involves leased space that is       |
|               |   | reimbursed.                                         |
+---------------+---+-----------------------------------------------------+
| DEAR          |   | ACCOUNTS, RECORDS, AND INSPECTION (DEC 2000)        |
| 970.5232-3    |   |                                                     |
+---------------+---+-----------------------------------------------------+

APPLICABLE IF THE SUBCONTRACT IS FOR \$10,000 or more:

  ---------------- ------------------------------------------------------
  FAR 52.222-35    EQUAL OPPORTUNITY FOR SPECIAL Disabled Veterans,
                   Veterans OF THE Vietnam Era and other eligible
                   VETERANS (dec 2001).

  FAR 52.222-36    Affirmative Action For Workers With DISABILITIES (junE
                   1998).

  FAR 52.222-37    Employment Reports On special Disabled Veterans,
                   Veterans Of The Vietnam Era and other eligible
                   veterans (dec 2001).
  ---------------- ------------------------------------------------------

APPLICABLE IF THE SUBCONTRACT exceeds \$100,000:

  ---------------- --------------- ------------------------------------------------------
  FAR 52.203-5     COVENANT        
                   AGAINST         
                   CONTINGENT FEES 
                   (apr 1984)      

  FAR 52.203-6     Restrictions On 
                   Subcontractor   
                   Sales To The    
                   Government      
                   (JulY 1995).    

  FAR 52.203-7     Anti-Kickback   
                   Procedures      
                   (JULY 1995),    
                   excluding       
                   Paragraph       
                   (c)(1).         

                                   

  FAR 52.203-10                    PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
                                   ACTIVITY (JAN 1997).

  FAR 52.203-12    Limitation On   
                   Payments To     
                   Influence       
                   Certain Federal 
                   Transactions    
                   (JUNE 2003).    

  FAR 52.219-8     Utilization Of  
                   Small Business  
                   Concerns (MAY   
                   2004).          

  FAR 52.222-04    CONTRACT WORK   
                   HOURS AND       
                   SAFETY          
                   STANDARDS ACT - 
                   OVERTIME        
                   COMPENSATION    
                   (SEP 2000).     

  DEAR 970.5227-5  NOTICE AND      
                   ASSISTANCE      
                   REGARDING       
                   PATENT AND      
                   COPYRIGHT       
                   INFRINGEMENT    
                   (AUG 2002).     
  ---------------- --------------- ------------------------------------------------------

APPLICABLE IF THE SUBCONTRACT exceeds \$500,000:

  ---------------- -------------------- ------------------------------------------------------
  FAR 52.215-10    PRICE REDUCTION FOR  
                   DEFECTIVE COST OR    
                   PRICING DATA (OCT    
                   1997) if subcontract 
                   exceeds \$550,000.   

  FAR 52.215-11    PRICE REDUCTION FOR  
                   DEFECTIVE COST OR    
                   PRICING              
                   DATA-MODIFICATIONS   
                   (OCT 1997) not used  
                   when 52.215-10 is    
                   included. In         
                   subcontracts greater 
                   than \$550,000.      

  FAR 52.215-12    SUBCONTRACTOR COST   
                   OR PRICING DATA (OCT 
                   1997). Applies if    
                   52.215-10 applies.   

  FAR 52.215-13    SUBCONTRACTOR COST   
                   OR PRICING           
                   DATA-MODIFICATIONS   
                   (OCT 1997). Applies  
                   if 52.215-11         
                   applies.             

  FAR 52.219-9                          Small Business Subcontracting Plan (JAN 2002). Applies
                                        unless there are no subcontracting possibilities.

  FAR 52.227-16                         Additional Data Requirements (JunE 1987).

  FAR 52.230-2     COST ACCOUNTING      
                   STANDARDS (APR       
                   1998), excluding     
                   paragraph (b).       
                   Applies to nonprofit 
                   organizations if     
                   they are subject to  
                   full CAS coverage as 
                   set forth in 48 CFR  
                   Chapter 99, Subpart  
                   9903.201-2 (FAR      
                   Appendix B).         

  FAR 52.230-3     DISCLOSURE AND       
                   CONSISTENCY OF COST  
                   ACCOUNTING PRACTICES 
                   (APR 1998),          
                   excluding paragraph  
                   (b). Applies to      
                   nonprofit            
                   organizations if     
                   they are subject to  
                   modified CAS         
                   coverage as set      
                   forth in 48 CFR      
                   Chapter 99, Subpart  
                   9903.201-2 (FAR      
                   Appendix B).         

  FAR 52.230-5     cost accounting      
                   standards --         
                   EDUCATIONAL          
                   INSTITUTION (Apr     
                   1998), excluding     
                   paragraph (b).       

  FAR 52.230-6     ADMINISTRATION OF    
                   COST ACCOUNTING      
                   STANDARDS (NOV       
                   1999).               
  ---------------- -------------------- ------------------------------------------------------

(END OF GENERAL PROVISIONS)