***\<mail stop\>*** ***\<date\>***

***\<Company Contact Name\>***

***\<Company Name\>***

***\<Address\>***

Subject: Request for Permission to Reproduce, Distribute, Modify,
Copyright and Market ***\<software identification\>***; ***\<contract
number\> note: modify request as appropriate***

Dear ***\<Company Contact Name\>***:

You recently requested permission to reproduce, distribute, modify,
obtain copyright protection for and market the ***\<software
identification\>***, both commercially and within the federal
government. This software was first produced by, or will be first
produced by, ***\<company name\>*** ***\<(company shorthand
designation)\>*** in the performance of the above-referenced NASA
contract. This letter outlines the process that will be used in
assessing whether to grant your request.

Under your contract, you may not establish claim to copyright, publish,
or release to others any computer software first produced in performance
of your contract without the Contracting Officer's prior written
permission. (See FAR 52.227-14 as modified by NASA FAR Supplement (NFS)
1852.227-14) In addition, under FAR 52.227-14, the Government, and
others acting on its behalf, retains a paid-up nonexclusive, irrevocable
worldwide license in the copyrighted computer software to reproduce,
prepare derivative works, and perform publicly and display publicly by
or on behalf of the Government.

Generally, permission for a contractor to establish claim to copyright
in software will usually be granted when copyright protection will
enhance the appropriate transfer or dissemination of such software and
the commercialization of products or processes to which it pertains.
(See FAR 27.404(f)(1)(ii))

It is NASA's intent to ensure the most expeditious dissemination of
software developed by its contractors. Under NFS 1827.404(e)(2), you may
be granted permission to copyright, publish, or release to others
software first produced in performance of your contract if (i) you
identify an existing commercial software product line or propose a new
one and state a positive intention of incorporating any computer
software first produced under your contract into that line, either
directly or through a licensee; ii) you have made, or will be required
to make, significant contributions to the development of the software by
co-funding or cost-sharing, or by contributing resources (including but
not limited to agreement to provide continuing maintenance and update of
the software at no cost for Governmental use); or (iii) the concurrence
of a cognizant NASA official has been obtained.

Furthermore, under NFS 1827.404(e)((3), any permission granted may
contain appropriate assurances that the computer software will be
incorporated into an existing or proposed new commercial computer
software product line within a reasonable time and/or that the agreed
contributions to the Government are fulfilled, with contingencies
enabling the Government to obtain the right to distribute the software
for commercial use, including the right to obtain assignment of
copyright where applicable, in order to prevent the computer software
from being suppressed or abandoned by the contractor.

In order that we may make a proper determination pursuant to the
aforementioned FAR/NFS requirements, the following information/processes
will be utilized:

> \(1\) You will be required to submit, to the Contracting Officer, a
> commercialization plan for the software which includes (a) a
> description of the software and whether such software has already been
> developed, (b) a description of any existing or proposed product which
> will incorporate the software, (c) any contributions you plan to make
> to the software development, and (d) a timeline, description or chart
> of key steps or milestones you believe will be required to bring a
> commercial product to market.
>
> \(2\) The Office of Patent Counsel, in consultation with a Technology
> Transfer Office (TTO), will review the request and notify the
> Contracting Officer of its initial recommendation regarding your
> request.
>
> \(3\) If, after appropriate review by cognizant NASA personnel, it is
> decided to deny copyright permission, you will be notified by the
> Contracting Officer, and provided a detailed explanation of the
> reasons. You will be offered an opportunity to amend your previous
> request by providing additional supporting information (in writing) to
> the Contracting Officer. The Office of Patent Counsel or TTO may
> communicate with you on specific questions pertaining to
> commercialization. The review process will recommence upon receipt of
> the additional information, if any.
>
> \(4\) If the decision by the Contracting Officer, in consultation with
> the Office of Patent Counsel, is to grant your request, a contract
> modification and accompanying Space Act Agreement will be negotiated
> that grant permission and set forth the rights of the parties. No
> permission is granted until such contract modification and Space Act
> Agreement are executed.

The Contracting Officer may direct a contractor to claim the copyright
in computer software and assign the copyright to the Government or
another party. Assignment to the Government can be directed when the
contractor has not previously been granted permission to claim copyright
on its own behalf (NFS 1852.227-14). Assignment also can be directed to
prevent the software from being suppressed or abandoned by the
contractor after permission has been granted (NFS 1827.404(e)(3)).
***\<This paragraph is valid only for contracts executed on or after
October 1, 1995\>***

We look forward to receiving your commercialization plan.

> ***Contracting Officer***