SECTION H

[SPECIAL CONTRACT REQUIREMENTS]{.underline}

H.1 [LISTING OF CLAUSES INCORPORATED BY REFERENCE]{.underline}

> NOTICE: The following solicitation provisions and/or contract clauses
> pertinent to this section are hereby incorporated by reference:

I. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT

(48 CFR CHAPTER 18)

CLAUSE

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

1852.208-81 AUG 1993 RESTRICTIONS ON PRINTING AND

DUPLICATING

1852.223-70 MAR 1997 SAFETY AND HEALTH

1852.228-72 SEP 1993 CROSS-WAIVER OF LIABILITY FOR SPACE SHUTTLE
SERVICES

1852.228-76 DEC 1994 CROSS-WAIVER OF LIABILITY FOR SPACE STATION
ACTIVITIES

1852.228-78 SEP 1993 CROSS-WAIVER OF LIABILITY FOR NASA EXPENDABLE
LAUNCH VEHICLE (ELV) LAUNCHES

1852.242-72 AUG 1992 OBSERVANCE OF LEGAL HOLIDAYS

1852.246-70 MAR 1997 MISSION CRITICAL SPACE SYSTEMS

PERSONNEL RELIABILITY PROGRAM

1852.245-71 JUL 1997 INSTALLATION PROVIDED\
GOVERNMENT PROPERTY

H.2 [KEY PERSONNEL AND FACILITIES]{.underline} (NASA 1852.235-71) (MARCH
1989)

\(a\) The personnel and/or facilities listed below (or specified in the
contract Schedule) are considered essential to the work being performed
under this contract. Before removing, replacing,

or diverting any of the listed or specified personnel or facilities, the
Contractor shall (1) notify the Contracting Officer reasonably in
advance, and (2) submit justification (including proposed substitutions)
in sufficient detail to permit evaluation of the impact on this
contract.

\(b\) The Contractor shall make no diversion without the Contracting
Officer\'s written consent; provided, that the Contracting Officer may
ratify in writing the proposed change, and that ratification shall
constitute the Contracting Officer\'s consent required by this clause.

\(c\) The list of personnel and/or facilities (shown below or as
specified in the contract schedule) may, with the consent of the
contracting parties, be amended from time to time during the course of
the contract to add or delete personnel and or facilities.

(End of clause)

H.3 [REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS
OF]{.underline} [OFFERORS]{.underline} (JSC 52.209-90)(SEP 1988)

This contract incorporates Section K, Representations, Certifications,
and Other Statements of Offerors, as set forth in the Contractor\'s
proposal in response to RFP 9-BN3-18-6-2P (Phase 2) dated January 16,
1998, by reference, with the same force and effect as if it were given
in full text.

(End of Clause)

H.4 [GOVERNMENT-PROVIDED EQUIPMENT]{.underline}

The purpose of this clause is to set forth the parties\' intent
regarding their respective responsibilities for providing equipment
under this contract. The parties accordingly agree as follows:

1\. The Government shall provide to the contractor the equipment
identified in Attachments J-6-A-1, J-6-B-1, J-6-C-1, J-6-D-1, and
J-6-E-1 for use in performance of this contract. The contractor is
accountable for this equipment, which may be used on-site, and for which
records shall be maintained in accordance with the contractors approved
property system.

2\. The contractor shall replace any of the existing equipment
identified in 1 above (except as noted in paragraph 4) that reach the
end of their useful life during the contract period or which are beyond
economical maintenance or repair, if the equipment is still needed for
contract performance. In accordance with the contractor's disclosed
accounting practices, such replacements valued at less than \$5,000 will
be a direct charge to the contract; those replacements valued at or
above this dollar amount will be capitalized.

3\. The contractor may unilaterally act to replace equipment items
valued at less than \$100,000; however, for equipment items valued at
more than \$99,999, the replacement must be approved in writing by the
Contracting Officer.

4\. It is agreed by both parties that all equipment replacements will be
evaluated in accordance with the CSOC Non-Maintainable Equipment Process
(CSOC-CEN-PRC-002100). All equipment that can be replaced with a COTS
solution will be replaced by the contractor. All equipment that cannot
be replaced with a COTS solution will be replaced by the Government. The
Government, however, may direct the Contractor to replace said Non-COTS
property and contract value would be adjusted accordingly.
Commercial-Off-The-Shelf (COTS) is defined as equipment commercially
available to the general public. Non-Commercial-Off-The-Shelf (Non-COTS)
is defined as not commercially available to the general public, and/or
either single or multipurpose integrated equipment, which are
significantly modified to a NASA specification. For this purpose,
significant is when the cost of the modification exceeds 10% of the cost
of the equipment.

5\. The contractor currently estimates the capital investment required
to comply with paragraph 2. above will not exceed \$100 Million over the
ten year period of performance. This estimate was based upon a
preliminary evaluation of the listing of equipment provided by the
Government. Ninety days following completion of the Phase-in period of
this contract, an inventory assessment will be performed to validate the
current condition and remaining useful life of the Government Provided
Equipment. As a result of this inventory assessment, the parties may
agree to delete this paragraph (5.) from this clause H.4. In no case,
however, shall the \$100 Million limitation be decreased as a result of
the assessment.

6\. This clause is not applicable to SODA or development equipment until
such equipment is accepted by the Government via a DD250.

> (End of clause)

H.5 [SPECIAL PROVISION FOR CONTRACT CHANGES]{.underline}

The parties agree that, notwithstanding the provisions of the "Changes"
clause and the "Government Property" clause, no change made pursuant to
the "Changes" clause shall give rise to an equitable adjustment in the
estimated cost or fee or any other contract provision when said change
causes an increase or decrease of \$1 million or less in the estimated
cost of this contract. Each change shall be controlling in making this
determination, and such change shall not, for purposes of determining
the applicability of this clause, be added to any other change(s). The
parties recognize that several changes may be grouped together in a
bilateral modification for definitization; however, the dollar value of
each individual change will be controlling in determining whether or not
an equitable adjustment is in order.

(End of clause)

H.6 [COMPLIANCE WITH APPLICABLE CENTER POLICIES AND
PROCEDURES]{.underline}

Contractor and subcontractor personnel (regardless of tier) working
on-site at NASA

Centers shall comply with applicable center policies and procedures.
These are listed,

by center, in Attachment J-8. The contractor shall keep itself and
pertinent subcontractors

up-to-date with the latest revisions of these policies and procedures.
The contractor shall promptly take corrective action upon receipt of
notice from the Contracting Officer of noncompliance with

any applicable center policy or procedure.

(End of clause)

H.7 [RESERVED]{.underline}

H.8 [CAPITAL EQUIPMENT]{.underline}

1\. [Introduction]{.underline}: The parties recognize that the
contractor may from time to time during the basic period of this
contract, or during the option period, if the option is exercised,
purchase equipment costing \$5,000 or more, for the purpose of
performing the work described in the SOW. Any such capital equipment is
subject to the provisions of this clause. The parties further recognize
and agree that any such equipment will be capitalized and depreciated in
accordance with the contractor's established cost accounting practices
and procedures, which must be in conformance to any applicable
requirements and standards of this contract.

2\. [Contractor Records]{.underline}: The contractor agrees to maintain
complete records of capital equipment that is subject to this clause.
Such records shall include date of purchase, purchase price,
depreciation schedule, and amount of depreciation recorded from time to
time. The contractor further agrees to make these records available to
the Contracting Officer promptly upon the latter's request, along with
the contractor's best estimate of the undepreciated balance of each item
of equipment.

3\. [Right to Purchase]{.underline}: The parties agree that if the
Government does not exercise its option to extend the contract for the
total period of ten years, or exercises its option to extend the
contract for the total period of ten years and the Government does not
thereafter contract with the contractor for the performance of the same,
or substantially the same services contemplated by this contract, the
contractor will, upon request by the Contracting Officer, transfer title
to any equipment identified by the Contracting Officer from the records
referenced above, to either (a) the Government, or (b) a successor
contractor.

If a request for transfer of title to the Government is made, the
Government agrees to recognize as allowable costs under the contract,
for identified capital equipment, so much of the cost of the equipment
that has not been depreciated as of the end of the ten year period of
the contract.

Payment of such undepreciated balances will be no later than 30 days
after transfer of title.

If a request for transfer of title to a successor contractor is made,
the contractor agrees to transfer title to identified capital equipment
to the successor contractor for applicable undepreciated balances,
subject to reasonable terms and conditions regarding payment and other
matters to be agreed upon by the parties.

(End of clause)

H.9 [ASSOCIATE CONTRACTOR AGREEMENTS]{.underline}

\(a\) In order to achieve the requirements of this contract, the
contractor shall establish, in conjunction with the SOMO Management
Office, the means for coordination and exchange of information with
associate contractors. The information to be exchanged shall be that
required by the contractors in the execution of their respective
contract requirements. The associate contractors contemplated by this
clause are called out within each FSA under a paragraph entitled "CSOC
Interfaces."

\(b\) If an associate Contractor is unable to supply or declines to
supply requested data to the Contractor (such data in the judgment of
the Contractor being necessary to fulfill any requirements of this
contract), the Contractor shall so advise the Contracting Officer in
writing. Notice to the Contracting Officer shall state the
circumstances, the specific data needed, and the reasons such data is
required to fulfill the Contractor's obligations under this contract.

\(c\) The Contracting Officer, upon receipt of notice pursuant to
paragraph (b) of this clause, shall either (1) provide the desired data
to the Contractor within a reasonable time, (2) authorize the Contractor
to develop such data, (3) determine that all or part of such data is not
required for performance hereunder, or (4) waive the Contractor's
obligations hereunder.

\(d\) In the event that the parties fail to agree on any matter under
this clause, including the Contractor's needs for the data requested,
the matter will be considered a dispute regarding a question of fact
subject to the "Disputes" clause thereof.

(End of clause)

H. 10 [ASSIGNMENT OF THE ADMINISTRATION OF THIS CONTRACT]{.underline}

At the direction of the Government, the administration of this contract
or any portion of the contract may be assigned or transferred from NASA
to another Government agency, or to another party, at any time during
performance of the contract including the option period. If the
provisions of this contract need to be modified to fit the new
arrangement, the parties agree to negotiate such changes in good faith
(with each other and with the new contracting party). In the event the
parties are unable to agree to such changes, the Contracting Officer may
issue unilateral modifications to make this contract fit the
post-assignment contractual relationships.

(End of clause)

H.11 [CONTRACT EXTENSION RESULTING FROM PROTESTS]{.underline}

\(a\) If the award of a successor contract to perform the services being
performed under this contract is delayed because of a protest, the
Contracting Officer may extend the period of performance on this
contract to cover any delay caused by such a protest. The Contractor
shall be entitled to an equitable adjustment for such an extension,
subject to the limitations of paragraph (b).

\(b\) The final award fee evaluation period may be extended to include
the contract extension period provided for in paragraph (a). However, if
the Contractor is the protester or one of the protesters, no additional
fee shall be put in the award fee pool or otherwise made available to
the Contractor, unless the Contractor or another protester substantially
prevails in the protest.

(End of clause)

H.12 [RIGHTS TO PROPOSAL DATA (TECHNICAL)]{.underline}

Except for technical data contained on pages (NONE), it is agreed that
in consideration

of the award of this contract, and notwithstanding any restrictive
notice appearing thereon, the Government shall have the rights to use,
duplicate, and disclose and have others do so for any purpose
whatsoever, the technical data contained in the proposal upon which this
contract is based. Any exclusion of technical data under the above
exception is not dispositive of its protectable status under law.

(End of Clause)

H.13 [GOVERNMENT PROPERTY \-- COMPLIANCE WITH SAFETY
STANDARDS]{.underline}

This contract involves the use of government-furnished property and
installation-provided property. If any of the property does not conform
to applicable Federal, state, or local safety standards, the contractor
shall promptly notify the Contracting Officer in writing.

(End of Clause)

H.14 [YEAR 2000 COMPATIBILITY FOR COMPUTER HARDWARE AND
SOFTWARE]{.underline}

The information technology items or services acquired under this
contract are required to include accurate processing of the date and
date-related data including, but not limited to, calculating, comparing,
sequencing, and the manipulation of data with dates prior to, through,
and beyond January 1, 2000. This capability must be included in all
hardware and software products delivered under this contract, or used to
perform services under this contract, individually and in combination,
and shall be transparent to the user. Hardware and software products
provided under this contract, and used to perform services under this
contract, shall individually and in combination, be able to successfully
transition into the Year 2000 with the correct system date, including
leap year calculations, without human intervention. Such products shall
also provide correct results when moving forward or backward in time
across the year 2000 and subsequent years.

The costs of correcting this Year 2000 problem for the
government-furnished hardware and software under this contract are
recognized under Modification 52.

(End of Clause)

H.15 [EXPORT OF TECHNICAL DATA, COMPUTER SOFTWARE, OR
HARDWARE]{.underline}

\(a\) During the conduct of this contract, NASA may have a need to
deliver, disclose, or transfer to a foreign entity or person ("export")
technical data, computer software, or hardware developed, used or
required to be delivered by the Contractor in the performance of this
contract.

When such a need arises, NASA may exercise the applicable exemptions,
general licenses, existing NASA export licenses, or other approvals
available to a Federal agency under the U.S. export laws, and may effect
the export of such technical data, computer software, or hardware for
NASA by direction to the Contractor.

\(b\) When directed in writing by the Contacting Officer, the
Contractor, for purposes of export control, shall export on behalf of
NASA specifically identified technical data, computer software, or
hardware to a named foreign entity or person, in the manner and under
the conditions provided for in the direction.

\(c\) Any export made in accordance with this clause shall be limited to
only that technical data, computer software, and hardware that NASA
specifically identifies and authorizes the Contractor to export, in the
manner and under the conditions provided in the authorization. All other
exports of technical data, computer software, and hardware by the
Contractor, whether related to the performance of this contract or
otherwise, are subject to the applicable requirements of the U.S. export
laws and regulations.

\(d\) Nothing contained in this clause shall affect the protection or
allocation of rights to technical data or computer software between NASA
and the Contractor or any subcontractors as provided for in this
contract or subcontract hereunder, nor shall this clause imply any
license or affect the scope of any license otherwise granted to the
Government or the recipient of the transferred or disclosed technical
data or computer software.

\(e\) The Contractor shall include this clause in all subcontracts at
any tier (suitably modified to reflect the relationship of the parties),
the performance of which may require the development, delivery, or use
of technical data, computer software, or hardware, and the Contractor
may direct an export on behalf of NASA, subject to the limitations of
paragraphs (c) and (d) above, by subcontractors. Alternately, any such
direction may be given by the Contracting Officer or his/her designated
representative directly to a subcontractor at any tier (with notice by
NASA to the Contractor).

(End of clause)

H.16 [LEVEL-OF-EFFORT (COST) (Applies only to work defined in
SODAs]{.underline}.)

\(a\) During the term of the contract, the Contractor is obligated to
provide not less than 95 percent nor more than 105 percent of 4,122,101
total direct labor hours in performance of the Statement of Work.

\(b\) "Direct labor hours" are those productive hours expended by
Contractor personnel performing work under this contract that are
charged as direct labor under the Contractor's established accounting
policy and procedures. The term does not include sick leave, vacation
leave, holiday leave, military leave, or any type of administrative
leave, but does include direct labor provided under level-of-effort
subcontracts.

\(c\) Once the maximum number of direct labor hours is reached or the
contract term has ended, the Contractor's obligations under the contract
are fulfilled, even though the specified work may not have been
completed. The Contractor is not authorized to exceed the maximum number
of direct labor hours specified in paragraph (a) of this clause. Any
estimated cost and fee adjustments for any additional direct labor hours
shall be based solely on the quantity of additional hours being added to
the maximum number of direct labor hours specified in this clause.

\(d\) The fee, if any, is based upon the furnishing of at least the
specified minimum number of direct labor hours, including subcontractor
hours. If the Contractor provides less than the specified number of
hours prior to expiration of the contract term, and the Government has
not invoked its rights under the Termination clause of this contract to
adjust the contract for such reduced effort, the Contracting Officer may
unilaterally make an equitable downward adjustment to the contract fee.
The downward adjustment in fee will be based on the difference between
the minimum direct labor hours specified under this clause and the
amount of direct labor hours provided by the Contractor. Prior to making
such an adjustment, the Contracting Officer will request the Contractor
provide a written discussion of any extenuating circumstances (e.g.,
productivity improvements or reductions in contract scope) that
contributed to the underrun. Any information provided by the Contractor
will be considered by the Contracting Officer in determining the amount
of downward adjustment in fee.

(End of clause)

H.17 [TASK ORDERING PROCEDURE]{.underline} (NASA 1852.216-80) (OCT 1996)
[(Applies only to work]{.underline} [defined in SODAs.)]{.underline}

\(a\) Only the Contracting Officer may issue task orders to the
Contractor, providing specific authorization or direction to perform
work within the scope of the contract and as specified in the schedule.
The Contractor may incur costs under this contract in performance of
task orders and task order modifications issued in accordance with this
clause. No other costs are authorized unless otherwise specified in the
contract or expressly authorized by the Contracting Officer.

\(b\) Prior to issuing a task order, the Contracting Officer shall
provide the Contractor with the following data:

\(1\) A functional description of the work identifying the objectives or
results desired from the contemplated task order.

\(2\) Proposed performance standards to be used as criteria for
determining whether work requirements have been met.

\(3\) A request for a task plan from the Contractor to include the
technical approach, period of performance, appropriate cost information,
and any other information required to determine the reasonableness of
the Contractor's proposal.

\(c\) Within 5 calendar days after receipt of the Contracting Officer's
request, the Contractor shall submit a task plan conforming to the
request.

\(d\) After review and any necessary discussions, the Contracting
Officer may issue a task order to the Contractor containing, as a
minimum, the following:

\(1\) Date of the order.

\(2\) Contract number and order number.

\(3\) Functional description of the work identifying the objectives or
results desired from the task order, including special instructions or
other information necessary for performance of the task.

\(4\) Performance standards, and where appropriate, quality assurance
standards.

\(5\) Maximum dollar amount authorized (cost and fee or price). This
includes allocation of award fee among award fee periods, if applicable.

\(6\) Any resources (travel, materials, equipment, facilities, etc.)
authorized.

\(7\) Delivery/performance schedule, including start and end dates.

\(8\) If contract funding is by individual task order, accounting and
appropriation data.

\(e\) The Contractor shall provide acknowledgment of receipt to the
Contracting Officer within 5 calendar days after receipt of the task
order.

\(f\) If time constraints do not permit issuance of a fully defined task
order in accordance with the procedures described in paragraphs (a)
through (d), a task order which includes a ceiling price may be issued.

\(g\) The Contracting Officer may amend tasks in the same manner in
which they were issued.

\(h\) In the event of a conflict between the requirements of the task
order and the Contractor's approved task plan, the task order shall
prevail.

(End of clause)

H.18 [RESERVED]{.underline}

H.19 [LIMITATION OF FUTURE CONTRACTING]{.underline}

The Contracting Officer has determined that this acquisition may give
rise to a potential organizational conflict of interest. Accordingly,
the attention of prospective offerors is invited to FAR Subpart 9.5 \--
Organizational Conflicts of Interest.

If the CSOC contractor provides systems engineering and technical
direction for a system, but does not have overall contractual
responsibility for its development, its integration, assembly, and
checkout, or its production, the CSOC contractor shall not (1) be
awarded a contract to supply the system or any of its major components
or (2) be a subcontractor or consultant to a supplier of the system or
any of its major components.

Systems engineering includes a combination of all of the following
activities: determining specifications, identifying and resolving
interface problems, developing test requirements, evaluating test data,
and supervising design. Technical direction includes a combination of
substantially all of the following activities: developing work
statement, determining parameters, directing other contractors'
operations, and resolving technical controversies. In performing these
activities, a contractor occupies a highly influential and responsible
position in determining a system's basic concepts and supervising their
execution by other contractors. Therefore, this contractor should not be
in a position to make decisions favoring its own products or
capabilities.

This limitation shall extend throughout the life of the Phase 2 CSOC
contract, including any options that may be exercised.

(End of clause)

H.20 [REMOVAL OF CSOC SERVICES]{.underline}

The Government may, from time to time, remove parts of the work under
this contract for award under a separate arrangement. This is solely
limited to removing mission or data services from this contract and
placing them at universities, principal investigator's facilities, or
other research-related locations. The CSOC contractor will be given six
months notice prior to the removal of such services. When such services
are removed, the contractor shall be paid the costs associated with the
actual transfer of services, but the contractor shall not be entitled to
any termination costs.

(End of clause)

# H.21 FSA PROCESS

As indicated in Paragraph 2.2.1 of the SOW, FSA's obligate the CSOC
contractor to provide certain described services in the SOW. Due to the
dynamic nature of the programs and missions to be supported, it will be
necessary to revise the FSA's to reflect changing requirements. On an
annual basis, the FSA's will be revised to reflect changes in the
mission set (i.e. missions to be added/deleted, changes in start/stop
dates);changes in the level of mission and data services to be provided,
along with changes in the associated costs; and changes in the
performance standards if necessary. The revisions to FSA's that are done
as part of the annual FSA revision process will be handled as one change
order to the contract. Revisions to FSA's that are necessary throughout
the year, outside of the annual process, will be handled through
separate, individual change orders.

(End of clause)

H.22 [COMMERCIAL USE OF GOVERNMENT PROPERTY]{.underline}

This clause establishes procedures whereby the Contractor can allow
commercial customers to use the property identified in Section J-6 and
enables the Contractor and the Government to agree to an equitable
adjustment pursuant to FAR 45.404(d) for the rent-free use of the
property identified in Section J-6. This equitable adjustment shall
provide the Government adequate consideration for the Contractor's
commercial use of the property on an "as available" basis.

a\. [Contents of Agreement]{.underline}: The Contractor and the
commercial user shall document all commercial services which the
Contractor intends to render using the property identified in Section
J-6 using sections I and II of the Project Service Level Agreement form
established by DRD 2.2. The agreement for commercial use shall detail
the scope of work for the project, the required levels of service in
service units, and any other project unique requirements with
performance expectations. The Contractor and the commercial user also
shall agree upon the terms and conditions for providing services to
commercial customers.

b\. [Outside Approvals]{.underline}: The Contractor shall be responsible
to obtain all necessary licenses and permits needed to perform its
commercialization operations including those relating to export control.
When external controls such as access to spectrum apply to the use of
any particular item of property, however, the Government will provide
reasonable assistance in obtaining the needed approvals.

c\. [SOMO Approval of Use]{.underline}: The Contractor shall provide its
tentative agreement for commercial use, including all of the attendant
business terms and conditions, to SOMO for review. In addition, the
contractor shall calculate the overall capacity of the property
identified in Section J-6 that is proposed to be used in the agreement
for commercial use and provide evidence there is excess capacity
sufficient to support the commercial use. If the proposed agreement for
commercial use involves enhancements/modifications to the property
identified in section J-6, the Contractor must demonstrate that these
enhancements/modifications will not interfere with the Government's use
of said property. The Government shall authorize the use of property
identified in Section J-6 for commercial purposes when SOMO determines
that there is extra capacity and that such use is in the best interests
of the Government. The Contractor's use of the property shall be limited
to scope of use described in the approved agreement for commercial use.

d\. [Right of Surveillance]{.underline}: SOMO shall have the ability to
survey any commercial work the Contractor is performing if that work
involves the use of property identified in Section J-6.

e\. [Equitable Adjustment]{.underline}: After Government approves the
agreement for commercial use, the parties shall negotiate an equitable
adjustment to Contract NAS9-98100 based on the fair market for the
use/intended use of the property identified in Section J-6. **\[**

f\. ["As Available" Use]{.underline}: The Government recognizes that the
Contractor's commercial services to its customers depend upon the
reliability of the Contractor's access to that property. Accordingly,
the Government will use reasonable efforts to mitigate any conflict with
the Contractor regarding its commercial use of the property identified
in Section J-6. Additionally, the Government will make reasonable
efforts to notify the Contractor in advance of any condition which may
affect its commercial use, such as, power outages and emergency or
unusual facility access restrictions. The Contractor, however,
recognizes that the Government reserves the right to exercise priority
for use of its property (e.g., Commercial launch services would take
priority over ongoing data services.) In the event any commercial use of
the property identified in Section J-6 adversely affects any of the
Government operations, the Contracting Officer shall notify the
Contractor. The Contractor shall respond immediately by implementing any
remedial action directed, to include suspension of the specific
commercial use.

g\. [Termination of Use]{.underline}: Upon reasonable notice to the
Contractor, the Contractor Officer also may withdraw the permission
granted by this clause for commercial use of the property identified in
Section J-6, in whole or in part, for any of the following reasons: (1)
Termination of a relevant portion of Contract NAS9-98100; (2) Removal of
any designated property from the category of Government-furnished
property under this Contract; (3) Actual or projected commercial use of
any identified property, which may negatively affect performance under
this Contract; or (4) Termination of permission for commercial use is,
otherwise, in the Government's best interest. If the Contracting Officer
withdraws, in whole or in part, permission for commercial use of the
property identified in Section J-6, the Contractor shall be entitled to
pursue an equitable adjustment in cost or fee under Contract NAS9-98100
so long as such equitable adjustment does not exceed that which was
already obtained by the Government for the particular commercial use.

h\. [Other Terms and Conditions]{.underline}:

1.  Unless specifically identified in the approved agreement for
    commercial use, the Government shall not be responsible for
    providing any related property such as consumables, or logistics
    services necessary for the Contractor's commercial use of the
    property identified in Section J-6. The Government shall not be
    responsible for shipment of any items related to this clause.

2.  The Government shall not be obligated to protect any non-NASA data
    related to the Contractor's commercial use of the property
    identified in Section J-6. In recognition that the property may be
    located in public areas, the Government also has no obligation to
    protect any data or property from viewing, photographing or
    recording.

3.  The Contractor's commercial use of the property identified in
    Section J-6, as well as its access to NASA sites must fully comply
    with all applicable laws, rules, and regulations. The Contractor
    must also provide advance notice necessary to enable commercial use,
    such as, clearance from the Government for customer access to the
    property and receipt of Contractor's property necessary for the
    commercial use.

4.  If the agreement for commercial use involves enhancements to or
    modifications of property identified in section J-6, then the
    Government shall have the right to purchase any of said enhancements
    or modifications consistent with clause H.8 of this contract.

5.  Neither the Contractor nor its customers may represent in any
    promotional, advertising, or other material that NASA endorses any
    product or service provided through the commercial use of the
    property identified in Section J-6. The Contractor further agrees
    that NASA shall have the opportunity to review and concur in all
    releases including requests for information and press and news
    releases arising out of the commercial use of the property prior to
    release.

6.  The Contractor shall be liable to the Government, in accordance with
    the Government Property clause of this contract, for damage to or
    loss resulting from commercial use of the property identified in
    Section J-6.

7.  \`The Contractor shall indemnify and hold harmless the United States
    from any third party liability, including that from the Contractor's
    customers arising out of any aspect of the commercial use of the
    property identified in Section J-6. The Contractor shall obtain
    similar written waivers from each customer and these waivers shall
    be reflected in the agreement for commercial use. The Contractor
    shall obtain, at its own expense, insurance to cover this liability,
    naming the United States as an additional insured. The amount of
    general aggregate liability coverage under this insurance policy
    shall be at a minimum of \$10,000,000 for each occurrence, and in
    the aggregate, per year. The Contractor shall procure and maintain
    the insurance described above, and provide NASA with proof of
    insurance prior to using the property to provide commercial
    services. The Contractor shall notify the Government whenever
    changes or renewals to the pertinent insurance policies occur.

8.  The Contracts Dispute Act of 1978 and the Disputes clause of this
    contract, shall be the sole means for the Contractor to file claims
    or seek redress for the Government's alleged failure to perform any
    matter related to the commercial use of the property identified in
    Section J-6.