PART II -- CONTRACT CLAUSES

SECTION I

PART II - CONTRACT CLAUSES

**[SECTION I]{.underline}**

**[TABLE OF CONTENTS]{.underline}**

[**1.** **FAR 52.202-1 DEFINITIONS (July 2004) (M029, M069)
1**](#far-52.202-1-definitions-july-2004-m029-m069)

[2. FAR 52.203‑3 GRATUITIES (APR 1984)
1](#far-52.2033-gratuities-apr-1984)

[3. FAR 52-203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)
2](#far-52-203-5-covenant-against-contingent-fees-apr-1984)

[4. FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT
(SEP 2006) (M092)
3](#far-52.203-6-restrictions-on-subcontractor-sales-to-the-government-sep-2006-m092)

[5. FAR 52.203‑7 ANTI‑KICKBACK PROCEDURES (JUL 1995)
3](#far-52.2037-antikickback-procedures-jul-1995)

[6. FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR
ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)
5](#far-52.203-8-cancellation-rescission-and-recovery-of-funds-for-illegal-or-improper-activity-jan-1997)

[7. FAR 52.203‑10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER
ACTIVITY (JAN 1997)
6](#far-52.20310-price-or-fee-adjustment-for-illegal-or-improper-activity-jan-1997)

[8. FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL
TRANSACTIONS (SEP 2007) (M069, M092, M107)
7](#far-52.203-12-limitation-on-payments-to-influence-certain-federal-transactions-sep-2007-m069-m092-m107)

[9. DEAR 970.5203-2 PERFORMANCE IMPROVEMENT AND COLLABORATION (MAY 2006)
(M046, M092)
12](#dear-970.5203-2-performance-improvement-and-collaboration-may-2006-m046-m092)

[10. FAR 52.204‑1 APPROVAL OF CONTRACT (DEC 1989)
13](#far-52.2041-approval-of-contract-dec-1989)

[11. FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG
2000) (M046)
13](#far-52.204-4-printed-or-copied-double-sided-on-recycled-paper-aug-2000-m046)

[12. FAR 52.209‑6 PROTECTING THE GOVERNMENT\'S INTEREST WHEN
SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED
FOR DEBARMENT (SEP 2006) (M092, M107)
14](#far-52.2096-protecting-the-governments-interest-when-subcontracting-with-contractors-debarred-suspended-or-proposed-for-debarment-sep-2006-m092-m107)

[13. FAR 52.211-5 MATERIAL REQUIREMENTS (AUG 2000) (M013)
15](#far-52.211-5-material-requirements-aug-2000-m013)

[14. FAR 52.215‑8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT
(OCT 1997)
16](#far-52.2158-order-of-precedence---uniform-contract-format-oct-1997)

[15. FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004)
(M046, M069)
16](#far-52.219-8-utilization-of-small-business-concerns-may-2004-m046-m069)

[16. FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (SEP 2007) (M046,
M092, M107)
18](#far-52.219-9-small-business-subcontracting-plan-sep-2007-m046-m092-m107)

[17. FAR 52.219-16 LIQUIDATED DAMAGES\--SUBCONTRACTING PLAN (JAN 1999)
26](#far-52.219-16-liquidated-damages--subcontracting-plan-jan-1999)

[18. FAR 52.219-25 SMALL DISADVANTAGED BUSINESS PARTICIPATION
PROGRAM-DISADVANTAGED STATUS AND REPORTING (OCT 1999)
27](#far-52.219-25-small-disadvantaged-business-participation-program-disadvantaged-status-and-reporting-oct-1999)

[19. FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)
28](#far-52.222-1-notice-to-the-government-of-labor-disputes-feb-1997)

[20. FAR 52.222‑3 CONVICT LABOR (JUN 2003) (M069)
28](#far-52.2223-convict-labor-jun-2003-m069)

[21. FAR 52.222‑4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT --
OVERTIME COMPENSATION (SEPT 2005) (M046, M092)
29](#far-52.2224-contract-work-hours-and-safety-standards-act-overtime-compensation-sept-2005-m046-m092)

[22. FAR 52.222‑20 WALSH‑HEALEY PUBLIC CONTRACTS ACT (DEC 1996)
30](#far-52.22220-walshhealey-public-contracts-act-dec-1996)

[23. FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)
31](#far-52.222-21-prohibition-of-segregated-facilities-feb-1999)

[24. FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007) (M046, M107)
31](#far-52.222-26-equal-opportunity-mar-2007-m046-m107)

[25. FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS,
VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERAN (SEP 2006)
(M046, M092)
34](#far-52.222-35-equal-opportunity-for-special-disabled-veterans-veterans-of-the-vietnam-era-and-other-eligible-veteran-sep-2006-m046-m092)

[26. FAR 52.222‑36 AFFIRMATIVE ACTION FOR WORKERS WITH
DISABILITIES (JUN 1998)
39](#far-52.22236-affirmative-action-for-workers-with-disabilities-jun-1998)

[27. FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS,
VETERANS OF THE VIETNAME ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006)
(M046, M092)
40](#far-52.222-37-employment-reports-on-special-disabled-veterans-veterans-of-the-vietname-era-and-other-eligible-veterans-sep-2006-m046-m092)

[28. FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY
DATA (JAN 1997)
42](#far-52.223-3-hazardous-material-identification-and-material-safety-data-jan-1997)

[29. FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION
(AUG 2003) (M069)
44](#far-52.223-5-pollution-prevention-and-right-to-know-information-aug-2003-m069)

[30. FAR 52-223-12 REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY
1995)
44](#far-52-223-12-refrigeration-equipment-and-air-conditioners-may-1995)

[31. FAR 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) (M046)
45](#far-52.223-14-toxic-chemical-release-reporting-aug-2003-m046)

[32. FAR 52.224‑1 PRIVACY ACT NOTIFICATION (APR 1984)
47](#far-52.2241-privacy-act-notification-apr-1984)

[33. FAR 52.224‑2 PRIVACY ACT (APR 1984)
47](#far-52.2242-privacy-act-apr-1984)

[34. FAR 52.225-1 BUY AMERICAN ACT -- SUPPLIES (JUN 2003) (M046)
48](#far-52.225-1-buy-american-act-supplies-jun-2003-m046)

[35. FAR 52.225-8 DUTY-FREE ENTRY (FEB 2000)
49](#far-52.225-8-duty-free-entry-feb-2000)

[36. FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2006)
(M046, M069, M092)
52](#far-52.225-13-restrictions-on-certain-foreign-purchases-feb-2006-m046-m069-m092)

[37. DEAR 970.5227-4 \-- AUTHORIZATION AND CONSENT (AUG 2002) (M029)
52](#dear-970.5227-4----authorization-and-consent-aug-2002-m029)

[38. DEAR 970.5227‑5 NOTICE AND ASSISTANCE REGARDING PATENT AND
COPYRIGHT INFRINGEMENT (AUG 2002) (M029)
53](#dear-970.52275-notice-and-assistance-regarding-patent-and-copyright-infringement-aug-2002-m029)

[39. FAR 52.227-3 PATENT INDEMNITY (APR 1984)
53](#far-52.227-3-patent-indemnity-apr-1984)

[40. FAR 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUNE 1987)
54](#far-52.227-23-rights-to-proposal-data-technical-june-1987)

[41. FAR 52.229-10 NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX (OCT
1988) (As modified by DEAR 970.5204-4 (APR 2003) (M092)
54](#far-52.229-10-new-mexico-gross-receipts-and-compensating-tax-oct-1988-as-modified-by-dear-970.5204-4-apr-2003-m092)

[42. FAR 52.230‑2 COST ACCOUNTING STANDARDS (APR 1998)
56](#far-52.2302-cost-accounting-standards-apr-1998)

[43. FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005)
(M092)
58](#far-52.230-6-administration-of-cost-accounting-standards-apr-2005-m092)

[44. FAR 52.232‑17 INTEREST (JUN 1996)
68](#far-52.23217-interest-jun-1996)

[45. FAR 52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)
69](#far-52.232-24-prohibition-of-assignment-of-claims-jan-1986)

[46. FAR 52.233-1 DISPUTES (JUL 2002) ALTERNATE I (DEC 1991) (M046)
69](#far-52.233-1-disputes-jul-2002-alternate-i-dec-1991-m046)

[47. FAR 52.233‑3 PROTEST AFTER AWARD (AUG 1996)(ALTERNATE 1) (JUN 1985)
70](#far-52.2333-protest-after-award-aug-1996alternate-1-jun-1985)

[48. FAR 57.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND
VEGETATION (APR 1984)
72](#far-57.237-2-protection-of-government-buildings-equipment-and-vegetation-apr-1984)

[49. FAR 52.237‑3 CONTINUITY OF SERVICES (JAN 1991)
72](#far-52.2373-continuity-of-services-jan-1991)

[50. FAR 52.242‑1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)
73](#far-52.2421-notice-of-intent-to-disallow-costs-apr-1984)

[51. FAR 52.242‑13 BANKRUPTCY (JUL 1995)
73](#far-52.24213-bankruptcy-jul-1995)

[52. FAR 52.244‑5 COMPETITION IN SUBCONTRACTING (DEC 1996)
73](#far-52.2445-competition-in-subcontracting-dec-1996)

[53. FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2007) (M029,
M046, M069, M092, M107)
74](#far-52.244-6-subcontracts-for-commercial-items-mar-2007-m029-m046-m069-m092-m107)

[54. FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001) (M046)
75](#far-52.223-11-ozone-depleting-substances-may-2001-m046)

[55. FAR 52.247-1 COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006) (M092)
75](#far-52.247-1-commercial-bill-of-lading-notations-feb-2006-m092)

[56. FAR 52.247‑63 PREFERENCE FOR U.S. FLAG AIR CARRIERS (JUN 2003)
(M046)
76](#far-52.24763-preference-for-u.s.-flag-air-carriers-jun-2003-m046)

[57. FAR 52.247‑64 PREFERENCE FOR PRIVATELY‑OWNED U.S.-FLAG COMMERCIAL
VESSELS (FEB 2006) (M046, M092)
77](#far-52.24764-preference-for-privatelyowned-u.s.-flag-commercial-vessels-feb-2006-m046-m092)

[58. FAR 52.249-6 TERMINATION (COST REIMBURSEMENT) (MAY 2004) (M046,
M069)
80](#far-52.249-6-termination-cost-reimbursement-may-2004-m046-m069)

[59. FAR 52.251‑1 GOVERNMENT SUPPLY SOURCES (APR 1984)
85](#far-52.2511-government-supply-sources-apr-1984)

[60. FAR 52.251‑2 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND
RELATED SERVICES (JAN 1991)
85](#far-52.2512-interagency-fleet-management-system-vehicles-and-related-services-jan-1991)

[61. FAR 52.252‑6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)
85](#far-52.2526-authorized-deviations-in-clauses-apr-1984)

[62. FAR 52.253‑1 COMPUTER‑GENERATED FORMS (JAN 1991)
85](#far-52.2531-computergenerated-forms-jan-1991)

[63. DEAR 952.204‑2 SECURITY (MAY 2002) (M046)
86](#dear-952.2042-security-may-2002-m046)

[64. DEAR 952.204‑70 CLASSIFICATION/DECLASSIFICATION (SEP 1997)
88](#dear-952.20470-classificationdeclassification-sep-1997)

[65. DEAR 952.204-73 FACILITY CLEARANCE (MAY 2002) (M046)
89](#dear-952.204-73-facility-clearance-may-2002-m046)

[66. DEAR 952.208‑7 TAGGING OF LEASED VEHICLES (APR 1984)
93](#dear-952.2087-tagging-of-leased-vehicles-apr-1984)

[67. DEAR 952.209‑72 ORGANIZATIONAL CONFLICTS OF INTEREST (JUN 1997)
(M013)
93](#dear-952.20972-organizational-conflicts-of-interest-jun-1997-m013)

[68. DEAR 952.217-70 ACQUISITION OF REAL PROPERTY (APR 1984)
96](#dear-952.217-70-acquisition-of-real-property-apr-1984)

[69. DEAR 952.223-75 PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION
EXPOSURE RECORDS (APR 1984)
97](#dear-952.223-75-preservation-of-individual-occupational-radiation-exposure-records-apr-1984)

[70. DEAR 952.224‑70 PAPERWORK REDUCTION ACT (APR 1994)
97](#dear-952.22470-paperwork-reduction-act-apr-1994)

[71. DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)
97](#dear-952.226-74-displaced-employee-hiring-preference-jun-1997)

[72. RESERVED 98](#reserved)

[73. DEAR 952.247-70 FOREIGN TRAVEL (DEC 2000) (Rev. M003, M007, M046)
98](#dear-952.247-70-foreign-travel-dec-2000-rev.-m003-m007-m046)

[74. DEAR 952.250‑70 NUCLEAR HAZARDS INDEMNITY AGREEMENT (JUN 1996)
98](#dear-952.25070-nuclear-hazards-indemnity-agreement-jun-1996)

[75. DEAR 952.251‑70 CONTRACTOR EMPLOYEE TRAVEL DISCOUNTS (DEC 2000)
(M046)
103](#dear-952.25170-contractor-employee-travel-discounts-dec-2000-m046)

[76. RESERVED 104](#reserved-1)

[77. DEAR 970.2701 (DOE‑PR 9‑9.106) CLASSIFIED INVENTIONS
104](#dear-970.2701-doepr-99.106-classified-inventions)

[78. DEAR 970.5204-1 COUNTERINTELLIGENCE (DEC 2000) (M013)
104](#dear-970.5204-1-counterintelligence-dec-2000-m013)

[79. DEAR 970.5223‑1 INTEGRATION OF ENVIRONMENT, SAFETY, AND HEALTH INTO
WORK PLANNING AND EXECUTION (DEC 2000) (M046)
105](#dear-970.52231-integration-of-environment-safety-and-health-into-work-planning-and-execution-dec-2000-m046)

[80. DEAR 970.5232‑3 ACCOUNTS, RECORDS, AND INSPECTION (JUN 2007) (M046,
M075, M107)
108](#dear-970.52323-accounts-records-and-inspection-jun-2007-m046-m075-m107)

[81. DEAR 970.5243-1 CHANGES (DEC 2000) (M013)
111](#dear-970.5243-1-changes-dec-2000-m013)

[82. DEAR 970.5204‑12 CONTRACTOR\'S ORGANIZATION (JUL 1994)
111](#dear-970.520412-contractors-organization-jul-1994)

[83. DEAR 970.5204‑13 ALLOWABLE COSTS, BASE FEE AND PERFORMANCE FEE
(MANAGEMENT AND OPERATING CONTRACTS) (MAR 1998) (Modified)
112](#dear-970.520413-allowable-costs-base-fee-and-performance-fee-management-and-operating-contracts-mar-1998-modified)

[84. DEAR 970.5204‑15 OBLIGATION OF FUNDS (MAY 2000) (A109)
121](#dear-970.520415-obligation-of-funds-may-2000-a109)

[85. DEAR 970.5204-16 PAYMENTS AND ADVANCES (JUN 1997) (MODIFIED)
123](#dear-970.5204-16-payments-and-advances-jun-1997-modified)

[86. DEAR 970.5204‑17 POLITICAL ACTIVITY COST PROHIBITION (MAR 1998)
127](#dear-970.520417-political-activity-cost-prohibition-mar-1998)

[87. DEAR 970.5204‑19 PRINTING (APR 1984)
129](#dear-970.520419-printing-apr-1984)

[88. DEAR 970.5203-1 MANAGEMENT CONTROLS (JUN 2007) (M013, M075, M092,
M107)
130](#dear-970.5203-1-management-controls-jun-2007-m013-m075-m092-m107)

[89. DEAR 970.5245-1 PROPERTY (DEC 2000) (M013)
131](#dear-970.5245-1-property-dec-2000-m013)

[90. DEAR 970.5244-1 CONTRACTOR PURCHASING SYSTEM (MAY 2006) (M013,
M046, M092)
136](#dear-970.5244-1-contractor-purchasing-system-may-2006-m013-m046-m092)

[91. DEAR 970.5229-1 STATE AND LOCAL TAXES (DEC 2000) (M013)
142](#dear-970.5229-1-state-and-local-taxes-dec-2000-m013)

[92. DEAR 970.5204‑27(b) CONSULTANT OR OTHER COMPARABLE EMPLOYMENT
SERVICES (MAY 1989)
143](#dear-970.520427b-consultant-or-other-comparable-employment-services-may-1989)

[93. RESERVED 143](#reserved-2)

[94. DEAR 970.5204‑29 PERMITS OR LICENSES (APR 1984)
143](#dear-970.520429-permits-or-licenses-apr-1984)

[95. DEAR 970.5204‑31 INSURANCE \-- LITIGATION AND CLAIMS (JUN 1997)
(MODIFIED)
143](#dear-970.520431-insurance----litigation-and-claims-jun-1997-modified)

[96. DEAR 952.211-71 PRIORITIES AND ALLOCATIONS (ATOMIC ENERGY
(JUN 1996) (M046)
146](#dear-952.211-71-priorities-and-allocations-atomic-energy-jun-1996-m046)

[97. DEAR 970.5236-1 GOVERNMENT FACILITY SUBCONTRACT APPROVAL (DEC 2000)
(M013)
147](#dear-970.5236-1-government-facility-subcontract-approval-dec-2000-m013)

[98. DEAR 970.5223-2 AFFIRMATIVE PROCUREMENT PROGRAM (MAR 2003) (M046)
147](#dear-970.5223-2-affirmative-procurement-program-mar-2003-m046)

[99. DEAR 970.5227-3 TECHNOLOGY TRANSFER MISSION (DEVIATION-JULY 2006)
(M029, M107)
148](#dear-970.5227-3-technology-transfer-mission-deviation-july-2006-m029-m107)

[100. DEAR 970.5204‑42 KEY PERSONNEL (APR 1984)
161](#dear-970.520442-key-personnel-apr-1984)

[101. DEAR 970.5215-1 TOTAL AVAILABLE FEE: BASE FEE AMOUNT AND
PERFORMANCE FEE AMOUNT (DEC 2000) ALTERNATE III (DEC 2000) (M013, M107)
161](#dear-970.5215-1-total-available-fee-base-fee-amount-and-performance-fee-amount-dec-2000-alternate-iii-dec-2000-m013-m107)

[102. DEAR 970.5223-4 WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE
SITES (DEC 2000) (M013)
164](#dear-970.5223-4-workplace-substance-abuse-programs-at-doe-sites-dec-2000-m013)

[103. DEAR 952.203-70 WHISTLEBLOWER PROTECTION FOR CONTRACTOR
EMPLOYEES (DEC 2000) (M013)
165](#dear-952.203-70-whistleblower-protection-for-contractor-employees-dec-2000-m013)

[104. DEAR 970.5237-2 FACILITIES MANAGEMENT (DEC 2000) (M013)
165](#dear-970.5237-2-facilities-management-dec-2000-m013)

[105. DEAR 970.5204-61 COST PROHIBITIONS RELATED TO LEGAL AND OTHER
PROCEEDINGS (JUN 1997)
166](#dear-970.5204-61-cost-prohibitions-related-to-legal-and-other-proceedings-jun-1997)

[106. DEAR 970.5222-1 COLLECTIVE BARGAINING AGREEMENTS MANAGEMENT AND
OPERATING CONTRACTS (DEC 2000) (M013)
169](#dear-970.5222-1-collective-bargaining-agreements-management-and-operating-contracts-dec-2000-m013)

[107. DEAR 970.5227-12 PATENT RIGHTS\--MANAGEMENT AND
OPERATING CONTRACTS, FOR-PROFIT CONTRACTOR, ADVANCE CLASS WAIVER (AUG
2002) (ALTERNATE 1) (AUG 2002) (M029)
170](#dear-970.5227-12-patent-rights--management-and-operating-contracts-for-profit-contractor-advance-class-waiver-aug-2002-alternate-1-aug-2002-m029)

[108. RESERVED 186](#reserved-3)

[109. DEAR 970.5231-4 PREEXISTING CONDITIONS (DEC 2000) ALTERNATE I
(DEC 2000) (M013)
186](#dear-970.5231-4-preexisting-conditions-dec-2000-alternate-i-dec-2000-m013)

[110. RESERVED (M092) 186](#reserved-m092)

[111. DEAR 970.5226-2 WORKFORCE RESTRUCTURING UNDER SECTION 3161 OF THE
NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 1993
(DEC 2000) (M013)
186](#dear-970.5226-2-workforce-restructuring-under-section-3161-of-the-national-defense-authorization-act-for-fiscal-year-1993-dec-2000-m013)

[112. DEAR 970.5204‑2 LAWS, REGULATIONS, AND DOE DIRECTIVES (DEC 2000)
(M013)
187](#dear-970.52042-laws-regulations-and-doe-directives-dec-2000-m013)

[113. DEAR 970.5204‑3 ACCESS TO AND OWNERSHIP OF RECORDS (JUL 2005)
(M013, M092)
188](#dear-970.52043-access-to-and-ownership-of-records-jul-2005-m013-m092)

[114. DEAR 970.5222-2 OVERTIME MANAGEMENT (DEC 2000) (M013)
190](#dear-970.5222-2-overtime-management-dec-2000-m013)

[115. DEAR 970.5204-81 DIVERSITY PLAN (DEC 1997)
192](#dear-970.5204-81-diversity-plan-dec-1997)

[116. DEAR 970.5204-85 REDUCTION OR SUSPENSION OF ADVANCE, PARTIAL, OR
PROGRESS PAYMENTS (DEC 1997)
192](#dear-970.5204-85-reduction-or-suspension-of-advance-partial-or-progress-payments-dec-1997)

[117. DEAR 970.5215-3 CONDITIONAL PAYMENT OF FEE, PROFIT, OR
INCENTIVES (JAN 2004) (M013, M092)
192](#dear-970.5215-3-conditional-payment-of-fee-profit-or-incentives-jan-2004-m013-m092)

[118. DEAR 970.5215-4 COST REDUCTION (DEC 2000) (M013)
199](#dear-970.5215-4-cost-reduction-dec-2000-m013)

[119. DEAR 952.204-71 SENSITIVE FOREIGN NATIONS CONTROLS (APR 1994)
(M107)
203](#dear-952.204-71-sensitive-foreign-nations-controls-apr-1994-m107)

[120. DEAR 970.5227-2 RIGHTS IN DATA-TECHNOLOGY TRANSFER (DEVIATION JULY
2006) (M046, M107)
203](#dear-970.5227-2-rights-in-data-technology-transfer-deviation-july-2006-m046-m107)

[121. DEAR 970.5232-7 FINANCIAL MANAGEMENT SYSTEM (DEC 2000) (M046)
220](#dear-970.5232-7-financial-management-system-dec-2000-m046)

[122. DEAR 970.5232-8 INTEGRATED ACCOUNTING (DEC 2000) (M046)
221](#dear-970.5232-8-integrated-accounting-dec-2000-m046)

[123. DEAR 970.5232-5 LIABILITY WITH RESPECT TO COST ACCOUNTING
STANDARDS (DEC 2000) (M046)
221](#dear-970.5232-5-liability-with-respect-to-cost-accounting-standards-dec-2000-m046)

[124. DEAR 970.5232-6 WORK FOR OTHERS FUNDING AUTHORIZATION (DEC 2000)
(M046)
221](#dear-970.5232-6-work-for-others-funding-authorization-dec-2000-m046)

[125. DEAR 970.5226-3 COMMUNITY COMMITMENT (DEC 2000) (M013)
222](#dear-970.5226-3-community-commitment-dec-2000-m013)

[126. DEAR 970.5227-6 PATENT INDEMNITY-SUBCONTRACTS (DEC 2000) (M029)
222](#dear-970.5227-6-patent-indemnity-subcontracts-dec-2000-m029)

[127. DEAR 970.5227-7 ROYALTY INFORMATION (DEC 2000) (M029)
222](#dear-970.5227-7-royalty-information-dec-2000-m029)

[128. DEAR 970.5227-8 REFUND OF ROYALTIES (AUG 2002) (M029)
223](#dear-970.5227-8-refund-of-royalties-aug-2002-m029)

[129. DEAR 970.5227-9 NOTICE OF RIGHT TO REQUEST PATENT WAIVER
(DEC 2000) (M029)
224](#dear-970.5227-9-notice-of-right-to-request-patent-waiver-dec-2000-m029)

[130. FAR 52.225-9 BUY AMERICAN ACT -- CONSTRUCTION MATERIALS (JAN 2005)
(M046, M092)
225](#far-52.225-9-buy-american-act-construction-materials-jan-2005-m046-m092)

[131. FAR 52.223-10 WASTE REDUCTION PROGRAM (AUG 2000) (M046)
228](#far-52.223-10-waste-reduction-program-aug-2000-m046)

[132. DEAR 970.5217-1 WORK FOR OTHERS PROGRAM (NON-DOE FUNDED WORK) (JAN
2005) (Added M107)
229](#dear-970.5217-1-work-for-others-program-non-doe-funded-work-jan-2005-added-m107)

Note 1: The references cited herein are from the Federal Acquisition
Regulation (FAR) (48 CFR Chapter 1), the U. S. Department of Energy
Acquisition Regulation (DEAR) (48 CFR Chapter 9), and the U.S.
Department of Energy Procurement Regulations (DOE-PR) (41 CFR Chapter
9).

Note 2: Consistent with DEAR 970.5202, DEAR clauses indicated as
"(Modified)" means that a minor change(s) in wording of the clause has
been made for the purpose of clarification only and not with the intent
of altering the meaning, intent, substance, or the principles expressed
in the clause.

###### Part II {#part-ii .unnumbered}

#### 

**[CONTRACT CLAUSES]{.underline}**

# FAR 52.202-1 DEFINITIONS (July 2004) (M029, M069)

> \(a\) When a solicitation provision or contract clause uses a word or
> term that is defined in the Federal Acquisition Regulation (FAR), the
> word or term has the same meaning as the definition in FAR 2.101 in
> effect at the time the solicitation was issued, unless---
>
> \(1\) The solicitation, or amended solicitation, provides a different
> definition;
>
> \(2\) The contracting parties agree to a different definition;
>
> \(3\) The part, subpart, or section of the FAR where the provision or
> clause is prescribed provides a different meaning; or

(4) The word or term is defined in FAR Part 31, for use it the cost
    principles and procedures.

> \(b\) The FAR Index is a guide to words and terms the FAR defines and
> shows where each definition is located. The FAR Index is available via
> the Internet at [http://www.acqnet.gov](http://www.acqnet.gov/) at the
> end of the FAR, after the FAR Appendix.

# FAR 52.203‑3 GRATUITIES (APR 1984)

> \(a\) The right of the Contractor to proceed may be terminated by
> written notice if, after notice and hearing, the agency head or a
> designee determines that the Contractor, its agent, or another
> representative\--
>
> \(1\) Offered or gave a gratuity (e.g., an entertainment or gift) to
> an officer, official, or employee of the Government; and
>
> \(2\) Intended, by the gratuity, to obtain a contract or favorable
> treatment under a contract.
>
> \(b\) The facts supporting this determination may be reviewed by any
> court having lawful jurisdiction.
>
> \(c\) If this Contract is terminated under paragraph (a) above, the
> Govern­ment is entitled\--
>
> \(1\) To pursue the same remedies as in a breach of the contract; and
>
> \(2\) In addition to any other damages provided by law, to exemplary
> damages of not less than three nor more than 10 times the cost
> incurred by the Contractor in giving gratuities to the person
> concerned, as determined by the agency head or a designee. (This
> subparagraph (c)(2) is applicable only if this Contract uses money
> appropriated to the Department of Defense.)

(d) The rights and remedies of the Government provided in this clause
    shall not be exclusive and are in addition to any other rights and
    remedies provided by law or under this contract.

# FAR 52-203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984)

> \(a\) The Contractor warrants that no person or agency has been
> employed or retained to solicit or obtain this Contract upon an
> agreement or understanding for a contingent fee, except a bona fide
> employee or agency. For breach or violation of this warranty, the
> Government shall have the right to annul this Contract without
> liability or, in its discretion, to deduct from the Contract price or
> consideration, or otherwise recover, the full amount of the contingent
> fee.
>
> \(b\) \"Bona fide agency,\" as used in this clause, means an
> established commercial or selling agency, maintained by a contractor
> for the purpose of securing business, that neither exerts nor proposes
> to exert improper influence to solicit or obtain Government contracts
> nor holds itself out as being able to obtain any Government contract
> or contracts through improper influence.
>
> \"Bona fide employee,\" as used in this clause, means a person,
> employed by a contractor and subject to the contractor\'s supervision
> and control as to time, place, and manner of performance, who neither
> exerts nor proposes to exert improper influence to solicit or obtain
> Government contracts nor holds out as being able to obtain any
> Government contract or contracts through improper influence.
>
> \"Contingent fee,\" as used in this clause, means any commission,
> percentage, brokerage, or other fee that is contingent upon the
> success that a person or concern has in securing a Government
> contract.
>
> \"Improper influence,\" as used in this clause, means any influence
> that induces or tends to induce a Government employee or officer to
> give consideration or to act regarding a Government contract on any
> basis other than the merits of the matter.

# FAR 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (SEP 2006) (M092)

> \(a\) Except as provided in (b) of this clause, the Contractor shall
> not enter into any agreement with an actual or prospective
> subcontractor, nor otherwise act in any manner, which has or may have
> the effect of restricting sales by such subcontractors directly to the
> Government of any item or process (including computer software) made
> or furnished by the subcontractor under this contract or under any
> follow-on production contract.
>
> \(b\) The prohibition in (a) of this clause does not preclude the
> Contractor from asserting rights that are otherwise authorized by law
> or regulation.
>
> \(c\) The Contractor agrees to incorporate the substance of this
> clause, including this paragraph (c), in all subcontracts under this
> contract which exceed the simplified acquisition threshold.

# FAR 52.203‑7 ANTI‑KICKBACK PROCEDURES (JUL 1995)

> \(a\) Definitions.
>
> \"Kickback,\" as used in this clause, means any money, fee,
> commission, credit, gift, gratuity, thing of value, or compensation of
> any kind which is provided, directly or indirectly, to any Prime
> Contractor, Prime Contractor employee, subcontractor, or subcontractor
> employee for the purpose of improperly obtaining or rewarding
> favorable treatment in connection with a prime Contract or in
> connection with a subcontract relating to a prime contract.
>
> \"Person,\" as used in this clause, means a corporation, partnership,
> business association of any kind, trust, joint-stock company, or
> individual.
>
> \"Prime contract,\" as used in this clause, means a contract or
> contractual action entered into by the United States for the purpose
> of obtaining supplies, materials, equipment, or services of any kind.
>
> \"Prime Contractor\" as used in this clause, means a person who has
> entered into a prime contract with the United States.
>
> \"Prime Contractor employee,\" as used in this clause, means any
> officer, partner, employee, or agent of a Prime Contractor.
>
> \"Subcontract,\" as used in this clause, means a contract or
> contractual action entered into by a Prime Contractor or subcontractor
> for the purpose of obtaining supplies, materials, equipment, or
> services of any kind under a prime contract.
>
> \"Subcontractor,\" as used in this clause, (1) means any person, other
> than the Prime Contractor, who offers to furnish or furnishes any
> supplies, materials, equipment, or services of any kind under a prime
> contract or a subcontract entered into in connection with such prime
> contract, and (2) includes any person who offers to furnish or
> furnishes general supplies to the Prime Contractor or a higher tier
> subcontractor.

\"Subcontractor employee,\" as used in this clause, means any officer,
partner, employee, or agent of a subcontractor.

\(b\) The Anti-Kickback Act of 1986 (41 U.S.C. 51‑58) (the Act),
prohibits any person from\--

\(1\) Providing or attempting to provide or offering to provide any
kickback;

\(2\) Soliciting, accepting, or attempting to accept any kickback; or

\(3\) Including, directly or indirectly, the amount of any kickback in
the contract price charged by a Prime Contractor to the United States or
in the contract price charged by a subcontractor to a Prime Contractor
or higher tier subcontractor.

\(c\) (1) The Contractor shall have in place and follow reasonable
procedures designed to prevent and detect possible violations described
in paragraph (b) of this clause in its own operations and direct
business relationships.

\(2\) When the Contractor has reasonable grounds to believe that a
violation described in paragraph (b) of this clause may have occurred,
the Contractor shall promptly report in writing the possible violation.
Such reports shall be made to the inspector general of the contracting
agency, the head of the contracting agency if the agency does not have
an inspector general, or the Department of Justice.

\(3\) The Contractor shall cooperate fully with any Federal agency
investigating a possible violation described in paragraph (b) of this
clause.

\(4\) The Contracting Officer may (i) offset the amount of the kickback
against any monies owed by the United States under the prime contract
and/or (ii) direct that the Prime Contractor withhold from sums owed a
subcontractor under the prime contract the amount of the kickback. The
Contracting Officer may order that monies withheld under subdivision
(c)(4)(ii) of this clause be paid over to the Government unless the
Government has already offset those monies under subdivision (c)(4)(i)
of this clause. In either case, the Prime Contractor shall notify the
Contracting Officer when the monies are withheld.

(5) The Contractor agrees to incorporate the substance of this clause,
    including this subparagraph (c)(5) but excepting subparagraph
    (c)(1), in all subcontracts under this Contract which exceed
    \$100,000.

# FAR 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

> \(a\) If the Government receives information that a contractor or a
> person has engaged in conduct constituting a violation of subsection
> (a), (b), (c), or (d) of section 27 of the Office of Federal
> Procurement Policy Act (41 U.S.C. 423) (the Act), as amended by
> section 4304 of the National Defense Authorization Act for Fiscal Year
> 1996 (Pub. L. 104-106), the Government may \--
>
> \(1\) Cancel the solicitation, if the contract has not yet been
> awarded or issued; or
>
> \(2\) Rescind the contract with respect to which \--
>
> \(i\) The Contractor or someone acting for the Contractor has been
> convicted for an offense where the conduct constitutes a violation of
> subsection 27(a) or (b) of the Act for the purpose of either \--
>
> \(A\) Exchanging the information covered by such subsections for
> anything of value; or
>
> \(B\) Obtaining or giving anyone a competitive advantage in the award
> of a Federal agency procurement contract; or
>
> \(ii\) The head of the contracting activity has determined, based upon
> a preponderance of the evidence, that the Contractor or someone acting
> for the Contractor has engaged in conduct constituting an offense
> punishable under subsection 27(e)(1) of the Act.
>
> \(b\) If the Government rescinds the Contract under paragraph (a) of
> this clause, the Government is entitled to recover, in addition to any
> penalty prescribed by law, the amount expended under the contract.
>
> \(c\) The rights and remedies of the Government specified herein are
> not exclusive, and are in addition to any other rights and remedies
> provided by law, regulation, or under this contract.

# FAR 52.203‑10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997)

\(a\) The Government, at its election, may reduce the price of a fixed
-price type contract and the total cost and fee under a cost-type
contract by the amount of profit or fee determined as set forth in
paragraph (b) of this clause if the head of the contracting activity or
designee determines that there was a violation of sub-section 27(a),
(b), or (c) of the Office of Federal Procurement Policy Act, as amended
(41 U.S.C. 423), as implemented in section 3.104 of the Federal
Acquisition Regulation.

\(b\) The price or fee reduction referred to in paragraph (a) of this
clause shall be \--

\(1\) For cost‑plus‑fixed‑fee contracts, the amount of the fee specified
in the contract at the time of award;

\(2\) For cost‑plus‑incentive‑fee contracts, the target fee specified in
the contract at the time of award, notwithstanding any minimum fee or
\"fee floor\" specified in the contract.

\(3\) For cost‑plus‑award‑fee contracts \--

\(i\) The base fee established in the contract at the time of contract
award;

\(ii\) If no base fee is specified in the contract, 30 percent of the
amount of each award fee otherwise payable to the Contractor for each
award fee evaluation period or at each award fee determination point.

\(4\) For fixed‑price‑incentive contracts, the Government may \--

\(i\) Reduce the contract target price and contract target profit both
by an amount equal to the initial target profit specified in the
contract at the time of contract award; or

\(ii\) If an immediate adjustment to the contract target price and
contract target profit would have a significant adverse impact on the
incentive price revision relationship under the contract, or adversely
affect the contract financing provisions, the Contracting Officer may
defer such adjustment until establishment of the total final price of
the contract. The total final price established in accordance with the
incentive price revision provisions of the contract shall be reduced by
an amount equal to the initial target profit specified in the contract
at the time of contract award and such reduced price shall be the total
final contract price.

\(5\) For firm-fixed-price contracts, by 10 percent of the initial
contract price or a profit amount determined by the Contracting Officer
from records or documents in existence prior to the date of the contract
award.

\(c\) The Government may, at its election, reduce a prime Contractor\'s
price or fee in accordance with the procedures of paragraph (b) of this
clause for violations of the Act by its subcontractors by an amount not
to exceed the amount of profit or fee reflected in the subcontract at
the time the subcontract was first definitively priced.

\(d\) In addition to the remedies in paragraphs (a) and (c) of this
clause, the Government may terminate this Contract for default. The
rights and remedies of the government specified herein are not
exclusive, and are in addition to any other rights and remedies provided
by law or under this contract.

# FAR 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (SEP 2007) (M069, M092, M107)

> \(a\) *Definitions.* As used in this clause---
>
> "Agency" means executive agency as defined in Federal Acquisition
> Regulation (FAR) 2.101.
>
> "Covered Federal action" means any of the following Federal actions:
>
> \(1\) Awarding any Federal contract.
>
> \(2\) Making any Federal grant.
>
> \(3\) Making any Federal loan.
>
> \(4\) Entering into any cooperative agreement.
>
> \(5\) Extending, continuing, renewing, amending, or modifying any
> Federal contract, grant, loan, or cooperative agreement.
>
> "Indian tribe" and "tribal organization" have the meaning provided in
> section 4 of the Indian Self-Determination and Education Assistance
> Act (25 U.S.C.450B) and include Alaskan Natives.
>
> "Influencing or attempting to influence" means making, with the intent
> to influence, any communication to or appearance before an officer or
> employee of any agency, a Member of Congress, an officer or employee
> of Congress, or an employee of a Member of Congress in connection with
> any covered Federal action.
>
> "Local government" means a unit of government in a State and, if
> chartered, established, or otherwise recognized by a State for the
> performance of a governmental duty, including a local public
> authority, a special district, an intrastate district, a council of
> governments, a sponsor group representative organization, and any
> other instrumentality of a local government.
>
> "Officer or employee of an agency" includes the following individuals
> who are employed by an agency:
>
> \(1\) An individual who is appointed to a position in the Government
> under Title 5, United States Code, including a position under a
> temporary appointment.
>
> \(2\) A member of the uniformed services, as defined in subsection
> 101(3), Title 37, United States Code.
>
> \(3\) A special Government employee, as defined in section 202, Title
> 18, United States Code.
>
> \(4\) An individual who is a member of a Federal advisory committee,
> as defined by the Federal Advisory Committee Act, Title 5, United
> States Code, appendix 2.
>
> "Person" means an individual, corporation, company, association,
> authority, firm, partnership, society, State, and local government,
> regardless of whether such entity is operated for profit, or not for
> profit. This term excludes an Indian tribe, tribal organization, or
> any other Indian organization eligible to receive Federal contracts,
> grants, cooperative agreements, or loans from an agency, but only with
> respect to expenditures by such tribe or organization that are made
> for purposes specified in paragraph (b) of this clause and are
> permitted by other Federal law.
>
> "Reasonable compensation" means, with respect to a regularly employed
> officer or employee of any person, compensation that is consistent
> with the normal compensation for such officer or employee for work
> that is not furnished to, not funded by, or not furnished in
> cooperation with the Federal Government.
>
> "Reasonable payment" means, with respect to professional and other
> technical services, a payment in an amount that is consistent with the
> amount normally paid for such services in the private sector.
>
> "Recipient" includes the Contractor and all subcontractors. This term
> excludes an Indian tribe, tribal organization, or any other Indian
> organization eligible to receive Federal contracts, grants,
> cooperative agreements, or loans from an agency, but only with respect
> to expenditures by such tribe or organization that are made for
> purposes specified in paragraph (b) of this clause and *are* permitted
> by other Federal law.
>
> "Regularly employed" means, with respect to an officer or employee of
> a person requesting or receiving a Federal contract, an officer or
> employee who is employed by such person for at least 130 working days
> within 1 year immediately preceding the date of the submission that
> initiates agency consideration of such person for receipt of such
> contract. An officer or employee who is employed by such person for
> less than 130 working days within 1 year immediately preceding the
> date of the submission that initiates agency consideration of such
> person shall be considered to be regularly employed as soon as he or
> she is employed by such person for 130 working days.
>
> "State" means a State of the United States, the District of Columbia,
> or an outlying area of the United States, an agency or instrumentality
> of a State, and multi-State, regional, or interstate entity having
> governmental duties and powers.
>
> \(b\) *Prohibition*. 31 U.S.C. 1352 prohibits a recipient of a Federal
> contract, grant, loan, or cooperative agreement from using
> appropriated funds to pay any person for influencing or attempting to
> influence an officer or employee of any agency, a Member of Congress,
> an officer or employee of Congress, or an employee of a Member of
> Congress in connection with any covered Federal actions. In accordance
> with 31 U.S.C. 1352 the Contractor shall not use appropriated funds to
> pay any person for influencing or attempting to influence an officer
> or employee of any agency, a Member of Congress, an officer or
> employee of Congress, or an employee of a Member of Congress in
> connection with the award of this contractor the extension,
> continuation, renewal, amendment, or modification of this contract.
>
> \(1\) The term *appropriated funds* does not include profit or fee
> from a covered Federal action.
>
> \(2\) To the extent the Contractor can demonstrate that the Contractor
> has sufficient monies, other than Federal appropriated funds, the
> Government will assume that theses other monies were spent for any
> influencing activities that would be unallowable if paid for with
> Federal appropriated funds.
>
> \(c\) *Exceptions.* The prohibition in paragraph (b) of this clause
> does not apply under the following conditions:
>
> \(1\) *Agency and legislative liaison by Contractor employees.*
>
> \(i\) Payment of reasonable compensation made to an officer or
> employee of the Contractor if the payment is for agency and
> legislative liaison activities not directly related to this contract.
> For purposes of this paragraph, providing any information specifically
> requested by an agency or Congress is permitted at any time.
>
> \(ii\) Participating with an agency in discussions that are not
> related to a specific solicitation for any covered Federal action, but
> that concern---
>
> \(A\) The qualities and characteristics (including individual
> demonstrations) of the person's products or services, conditions or
> terms of sale, and service capabilities; or
>
> \(B\) The application or adaptation of the person's products or
> services for an agency's use.
>
> \(iii\) Providing prior to formal solicitation of any covered Federal
> action any information not specifically requested but necessary for an
> agency to make an informed decision about initiation of a covered
> Federal action;
>
> \(iv\) Participating in technical discussions regarding the
> preparation of an unsolicited proposal prior to its official
> submission; and
>
> \(v\) Making capability presentations prior to formal solicitation of
> any covered Federal action by persons seeking awards from an agency
> pursuant to the provisions of the Small Business Act, as amended by
> Pub. L. 95-507, and subsequent amendments.
>
> \(2\) *Professional and technical services.*
>
> \(i\) A payment of reasonable compensation made to an officer or
> employee of a person requesting or receiving a covered Federal action
> or an extension, continuation, renewal, amendment, or modification of
> a covered Federal action, if payment is for professional or technical
> services rendered directly in the preparation, submission, or
> negotiation of any bid, proposal, or application for that Federal
> action or for meeting requirements imposed by or pursuant to law as a
> condition for receiving that Federal action.
>
> \(ii\) Any reasonable payment to a person, other than an officer or
> employee of a person requesting or receiving a covered Federal action
> or an extension, continuation, renewal, amendment, or modification of
> a covered Federal action if the payment is for professional or
> technical services rendered directly in the preparation, submission,
> or negotiation of any bid, proposal, or application for that Federal
> action or for meeting requirements imposed by or pursuant to law as a
> condition for receiving that Federal action. Persons other than
> officers or employees of a person requesting or receiving a covered
> Federal action include consultants and trade associations.
>
> \(iii\) As used in this paragraph (c)(2), "professional and technical
> services" are limited to advice and analysis directly applying any
> professional or technical discipline (for examples, see FAR
> 3.803(a)(2)(iii)).
>
> \(iv\) Requirements imposed by or pursuant to law as a condition for
> receiving a covered Federal award include those required by law or
> regulation and any other requirements in the actual award documents.
>
> \(3\) Only those communications and services expressly authorized by
> paragraphs (c)(1) and (2) of this clause are permitted.
>
> \(d\) *Disclosure*.
>
> \(1\) If the Contractor did not submit OMB Standard Form LLL,
> Disclosure of Lobbying Activities, with its offer, but registrants
> under the Lobbying Disclosure Act of 1995 have subsequently made a
> lobbying contact on behalf of the Contractor with respect to this
> contract, the Contractor shall complete and submit OMB Standard Form
> LLL to provide the name of the lobbying registrants, including the
> individuals performing the services.
>
> \(2\) If the Contractor did submit OMB Standard Form LLL disclosure
> pursuant to paragraph (d) of the provision at FAR 52.203-11,
> Certification and Disclosure Regarding Payments to Influence Certain
> Federal Transactions, and a change occurs that affects Block 10 of the
> OMB Standard Form LLL (name and address of lobbying registrant or
> individuals performing services), the Contractor shall, at the end of
> the calendar quarter in which the change occurs, submit to the
> Contracting Officer within 30 days an updated disclosure using OMB
> Standard Form LLL.
>
> \(e\) *Penalties*.
>
> \(1\) Any person who makes an expenditure prohibited under paragraph
> (b) of this clause or who fails to file or amend the disclosure to be
> filed or amended by paragraph (d) of this clause shall be subject to
> civil penalties as provided for by 31 U.S.C.1352. An imposition of a
> civil penalty does not prevent the Government from seeking any other
> remedy that may be applicable.
>
> \(2\) Contractors may rely without liability on the representation
> made by their subcontractors in the certification and disclosure form.
>
> \(f\) *Cost allowability*. Nothing in this clause makes allowable or
> reasonable any costs which would otherwise be unallowable or
> unreasonable. Conversely, costs made specifically unallowable by the
> requirements in this clause will not be made allowable under any other
> provision.
>
> \(g\) *Subcontracts.*
>
> \(1\) The Contractor shall obtain a declaration, including the
> certification and disclosure in paragraphs (c) and (d) of the
> provision at FAR 52.203-11, Certification and Disclosure Regarding
> Payments to Influence Certain Federal Transactions, from each person
> requesting or receiving a subcontract exceeding \$100,000 under this
> contract. The Contractor or subcontractor that awards the subcontract
> shall retain the declaration.
>
> \(2\) A copy of each subcontractor disclosure form (but not
> certifications) shall be forwarded from tier to tier until received by
> the prime Contractor. The prime Contractor shall, at the end of the
> calendar quarter in which the disclosure form is submitted by the
> subcontractor, submit to the Contracting Officer within 30 days a copy
> of all disclosures. Each subcontractor certification shall be retained
> in the subcontract file of the awarding Contractor.
>
> \(3\) The Contractor shall include the substance of this clause,
> including this paragraph (g), in any subcontract exceeding \$100,000.

# DEAR 970.5203-2 PERFORMANCE IMPROVEMENT AND COLLABORATION (MAY 2006) (M046, M092)

> \(a\) The contractor agrees that it shall affirmatively identify,
> evaluate, and institute practices, where appropriate, that will
> improve performance in the areas of environmental and health, safety,
> scientific and technical, security, business and administrative, and
> any other areas of performance in the management and operation of the
> contract. This may entail the alteration of existing practices or the
> institution of new procedures to more effectively or efficiently
> perform any aspect of contract performance or reduce overall cost of
> operation under the contract. Such improvements may result from
> changes in organization, outsourcing decisions, simplification of
> systems while retaining necessary controls, or any other approaches
> consistent with the statement of work and performance measures of this
> contract.
>
> \(b\) The contractor agrees to work collaboratively with the
> Department, all other management and operating, DOE major facilities
> management contractors and affiliated contractors which manage or
> operate DOE sites or facilities for the following purposes: (i) to
> exchange information generally, (ii) to evaluate concepts that may be
> of benefit in resolving common issues, in confronting common problems,
> or in reducing costs of operations, and (iii) to otherwise identify
> and implement DOE-complex-wide management improvements discussed in
> paragraph (a). In doing so, it shall also affirmatively provide
> information relating to its management improvements to such
> contractors, including lessons learned, subject to security
> considerations and the protection of data proprietary to third
> parties.
>
> \(c\) The contractor may consult with the contracting officer in those
> instances in which improvements being considered pursuant to paragraph
> (a) involve the cooperation of the DOE. The contractor may request the
> assistance of the contracting officer in the communication of the
> success of improvements to other management and operating contractors
> in accordance with paragraph (b) of this clause.
>
> \(d\) The contractor shall notify the contracting officer and seek
> approval where necessary to fulfill its obligations under the
> contract. Compliance with this clause in no way alters the obligations
> of the Contractor under any other provision of this contract.

# FAR 52.204‑1 APPROVAL OF CONTRACT (DEC 1989)

> This Contract is subject to the written approval of the DOE
> Procurement Executive or designee and shall not be binding until so
> approved.

# FAR 52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON RECYCLED PAPER (AUG 2000) (M046)

> \(a\) Definitions. As used in this clause-
>
> \"Postconsumer material\" means a material or finished product that
> has served its intended use and has been discarded for disposal or
> recovery, having completed its life as a consumer item. Postconsumer
> material is a part of the broader category of \"recovered material.\"
> For paper and paper products, postconsumer material means
> \"postconsumer fiber\" defined by the U.S. Environmental Protection
> Agency (EPA) as-
>
> \(1\) Paper, paperboard, and fibrous materials from retail stores,
> office buildings, homes, and so forth, after they have passed through
> their end-usage as a consumer item, including: used corrugated boxes;
> old newspapers; old magazines; mixed waste paper; tabulating cards;
> and used cordage; or
>
> \(2\) All paper, paperboard, and fibrous materials that enter and are
> collected from municipal solid waste; but not
>
> \(3\) Fiber derived form printers\' over-runs, converters\' scrap, and
> over-issue publications.
>
> \"Printed or copied double-sided\" means printing or reproducing a
> document so that information is on both sides of a sheet of paper.
>
> \"Recovered material,\" for paper and paper products, is defined by
> EPA in its Comprehensive Procurement Guideline as \"recovered fiber\"
> and means the following materials:
>
> \(1\) Postconsumer fiber; and
>
> \(2\) Manufacturing wastes such as-
>
> \(i\) Dry paper and paperboard waste generated after completion of the
> papermaking process (that is, those manufacturing operations up to and
> including the cutting and trimming of the paper machine reel into
> smaller rolls or rough sheets) including: envelope cuttings, bindery
> trimmings, and other paper and paperboard waste resulting from
> printing, cutting forming, and other converting operations; bag, box,
> and carton manufacturing wastes; and butt rolls, mill wrappers, and
> rejected unused stock; and
>
> \(ii\) Repulped finished paper and paperboard from obsolete
> inventories of paper and paperboard manufacturers, merchants,
> wholesalers, dealers, printers, converters, or others.
>
> \(b\) In accordance with Section 101 of Executive Order 13101 of
> September 14, 1998, Greening the Government through Waste Prevention,
> Recycling, and Federal Acquisition, the Contractor is encouraged to
> submit paper documents, such as offers, letters, or reports, that are
> printed or copied double-sided on recycled paper that meet minimum
> content standards specified in Section 505 of Executive Order 13101,
> when not using electronic commerce methods to submit information or
> data to the Government.
>
> \(c\) If the Contractor cannot purchase high-speed copier paper,
> offset paper, forms bond, computer printout paper, carbonless paper,
> file folders, white woven envelopes, writing and office paper, book
> paper, cotton fiber paper, and cover stock meeting the 30 percent
> postconsumer material standard for use in submitting paper documents
> to the Government, it should use paper containing no less than 20
> percent postconsumer material. This lesser standard should be used
> only when paper meeting the 30 percent postconsumer material standard
> is not obtainable at a reasonable price or does not meet reasonable
> performance standards.

# FAR 52.209‑6 PROTECTING THE GOVERNMENT\'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (SEP 2006) (M092, M107)

> \(a\) The Government suspends or debars Contractors to protect the
> Government's interests. The Contractor shall not enter into any
> subcontract in excess of \$30,000 with a Contractor that is debarred,
> suspended, or proposed for debarment unless there is a compelling
> reason to do so.
>
> \(b\) The Contractor shall require each proposed first-tier
> subcontractor, whose subcontract will exceed \$30,000, to disclose to
> the Contractor, in writing, whether as of the time of award of the
> subcontract, the subcontractor, or its principals, is or is not
> debarred, suspended, or proposed for debarment by the Federal
> Government.
>
> \(c\) A corporate officer or a designee of the Contractor shall notify
> the Contracting Officer, in writing, before entering into a
> subcontract with a party that is debarred, suspended, or proposed for
> debarment (see FAR 9.404 for information on the Excluded Parties List
> System). The notice must include the following:
>
> \(1\) The name of the subcontractor.
>
> \(2\) The Contractor's knowledge of the reasons for the subcontractor
> being in the Excluded Parties List System.
>
> \(3\) The compelling reason(s) for doing business with the
> subcontractor notwithstanding its inclusion in the Excluded Parties
> List System.
>
> \(4\) The systems and procedures the Contractor has established to
> ensure that it is fully protecting the Government's interests when
> dealing with such subcontractor in view of the specific basis for the
> party's debarment, suspension, or proposed debarment.

# FAR 52.211-5 MATERIAL REQUIREMENTS (AUG 2000) (M013)

> \(a\) Definitions.
>
> As used in this clause-
>
> \"New\" means composed of previously unused components, whether
> manufactured from virgin material, recovered material in the form of
> raw material, or materials and by-products generated from, and reused
> within, an original manufacturing process; provided that the supplies
> meet contract requirements, including but not limited to, performance,
> reliability, and life expectancy.
>
> \"Reconditioned\" means restored to the original normal operating
> condition by readjustments and material replacement.
>
> \"Recovered material\" means waste materials and by-products recovered
> or diverted from solid waste, but the term does not include those
> materials and by-products generated from, and commonly reused within,
> an original manufacturing process.
>
> \"Remanufactured\" means factory rebuilt to original specifications.
>
> \"Virgin material\" means-
>
> \(1\) Previously unused raw material, including previously unused
> copper, aluminum, lead, zinc, iron, other metal or metal ore; or
>
> \(2\) Any undeveloped resource that is, or with new technology will
> become, a source of raw materials.
>
> \(b\) Unless this contract otherwise requires virgin material or
> supplies composed of or manufactured from virgin material, the
> Contractor shall provide supplies that are new, reconditioned, or
> remanufactured, as defined in this clause.
>
> \(c\) A proposal to provide unused former Government surplus property
> shall include a complete description of the material, the quantity,
> the name of the Government agency from which acquired, and the date of
> acquisition.
>
> \(d\) A proposal to provide used, reconditioned, or remanufactured
> supplies shall include a detailed description of such supplies and
> shall be submitted to the Contracting Officer for approval.
>
> \(e\) Used, reconditioned, or remanufactured supplies, or unused
> former Government surplus property, may be used in contract
> performance if the Contractor has proposed the use of such supplies,
> and the Contracting Officer has authorized their use.

# FAR 52.215‑8 ORDER OF PRECEDENCE - UNIFORM CONTRACT FORMAT (OCT 1997)

> Any inconsistency in this solicitation or Contract shall be resolved
> by giving precedence in the following order: (a) the Schedule
> (excluding the specifications); (b) Representations and other
> instructions; (c) Contract Clauses; (d) other documents, exhibits, and
> attachments; and (e) the specifications.

# FAR 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) (M046, M069)

(a) It is the policy of the United States that small business concerns,
    veteran-owned small business concerns, service-disabled
    veteran-owned small business concerns, HUBZone small business
    concerns, small disadvantaged business concerns, and women-owned
    small business concerns shall have the maximum practicable
    opportunity to participate in performing contracts let by any
    Federal agency, including contracts and subcontracts for subsystems,
    assemblies, components, and related services for major systems. It
    is further the policy of the United States that its prime
    contractors establish procedures to ensure the timely payment of
    amounts due pursuant to the terms of their subcontracts with small
    business concerns, veteran-owned small business concerns,
    service-disabled veteran-owned small business concerns, HUBZone
    small business concerns, small disadvantaged business concerns, and
    women-owned small business concerns.

> \(b\) The Contractor hereby agrees to carry out this policy in the
> awarding of subcontracts to the fullest extent consistent with
> efficient contract performance. The Contractor further agrees to
> cooperate in any studies or surveys as may be conducted by the United
> States Small Business Administration or the awarding agency of the
> United States as may be necessary to determine the extent of the
> Contractor\'s compliance with this clause.
>
> \(c\) *Definitions.* As used in this contract
>
> \"HUBZone small business concern\" means a small business concern that
> appears on the List of Qualified HUBZone Small Business Concerns
> maintained by the Small Business Administration.
>
> "Service-disabled veteran-owned small business concern"
>
> \(1\) Means a small business concern
>
> \(i\) Not less than 51 percent of which is owned by one or more
> service-disabled veterans or, in the case of any publicly owned
> business, not less than 51 percent of the stock of which is owned by
> one or more service-disabled veterans; and
>
> \(ii\) The management and daily business operations of which are
> controlled by one or more service-disabled veterans or, in the case of
> a service-disabled veteran with permanent and severe disability, the
> spouse or permanent caregiver of such veteran.
>
> \(2\) Service-disabled veteran means a veteran, as defined in 38
> U.S.C. 101(2), with a disability that is service-connected, as defined
> in 38 U.S.C. 101(16).
>
> \"Small business concern\" means a small business as defined pursuant
> to Section 3 of the Small Business Act and relevant regulations
> promulgated pursuant thereto.
>
> \"Small disadvantaged business concern" means a small business concern
> that represents, as part of its offer, that
>
> \(1\) It has received certification as a small disadvantaged business
> concern consistent with 13 CFR 124, Subpart B;
>
> \(2\) No material change in disadvantaged ownership and control has
> occurred since its certification;
>
> \(3\) Where the concern is owned by one or more individuals, the net
> worth of each individual upon whom the certification is based does not
> exceed \$750,000 after taking into account the applicable exclusions
> set forth at 13 CFR 124.104(c)(2); and
>
> \(4\) It is identified, on the date of its representation, as a
> certified small disadvantaged business in the database maintained by
> the Small Business Administration (PRO-Net).
>
> "Veteran-owned small business concern" means a small business concern
>
> \(1\) Not less than 51 percent of which is owned by one or more
> veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any
> publicly owned business, not less than 51 percent of the stock of
> which is owned by one or more veterans; and
>
> \(2\) The management and daily business operations of which are
> controlled by one or more veterans.
>
> \"Women-owned small business concern\" means a small business concern
>
> \(1\) That is at least 51 percent owned by one or more women, or, in
> the case of any publicly owned business, at least 51 percent of the
> stock of which is owned by one or more women; and
>
> \(2\) Whose management and daily business operations are controlled by
> one or more women**.**
>
> \(d\) Contractors acting in good faith may rely on written
> representations by their subcontractors regarding their status as a
> small business concern, a veteran-owned small business concern, a
> service-disabled veteran-owned small business concern, a HUBZone small
> business concern, a small disadvantaged business concern, or a
> women-owned small business concern.

# FAR 52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (SEP 2007) (M046, M092, M107)

> \(a\) This clause does not apply to small business concerns.
>
> \(b\) *Definitions*. As used in this clause---
>
> "Alaska Native Corporation (ANC)" means any Regional Corporation,
> Village Corporation, Urban Corporation, or Group Corporation organized
> under the laws of the State of Alaska in accordance with the Alaska
> Native Claims Settlement Act, as amended (43 U.S.C. 1601, *et seq.*)
> and which is considered a minority and economically disadvantaged
> concern under the criteria at 43 U.S.C. 1626(e)(1). This definition
> also includes ANC direct and indirect subsidiary corporations, joint
> ventures, and partnerships that meet the requirements of 43 U.S.C.
> 1626 (e)(2).
>
> "Commercial item" means a product or service that satisfies the
> definition of commercial item in section 2.101 of the Federal
> Acquisition Regulation.
>
> "Commercial plan" means a subcontracting plan (including goals) that
> covers the offeror's fiscal year and that applies to the entire
> production of commercial items sold by either the entire company or a
> portion thereof (*e.g.*, division, plant, or product line).
>
> "Indian tribe" means any Indian tribe, band, group, pueblo, or
> community, including native villages and native groups (including
> corporations organized by Kenai, Juneau, Sitka, and Kodiak) as defined
> in the Alaska Native Claims Settlement Act (43 U.S.C.A. 1601 *et
> seq*.), that is recognized by the Federal Government as eligible for
> services from the Bureau of Indian Affairs in accordance with 25
> U.S.C. 1452(c). This definition also includes Indian-owned economic
> enterprises that meet the requirements of 25 U.S.C. 1452(e).
>
> "Individual contract plan" means a subcontracting plan that covers the
> entire contract period (including option periods), applies to a
> specific contract, and has goals that are based on the offeror's
> planned subcontracting in support of the specific contract except that
> indirect costs incurred for common or joint purposes may be allocated
> on a prorated basis to the contract.
>
> "Master plan" means a subcontracting plan that contains all the
> required elements of an individual contract plan, except goals, and
> may be incorporated into individual contract plans, provided the
> master plan has been approved.
>
> "Subcontract" means any agreement (other than one involving an
> employer-employee relationship) entered into by a Federal Government
> prime Contractor or subcontractor calling for supplies or services
> required for performance of the contract or subcontract.
>
> \(c\) The offeror, upon request by the Contracting Officer, shall
> submit and negotiate a subcontracting plan, where applicable, that
> separately addresses subcontracting with small business concerns,
> veteran-owned small business, service-disabled veteran-owned small
> business, HUBZone small business concerns, small disadvantaged
> business, and with women-owned small business concerns. If the offeror
> is submitting an individual contract plan, the plan must separately
> address subcontracting with small business, veteran-owned small
> business, service-disabled veteran-owned small business, HUBZone small
> business, small disadvantaged business, and women-owned small business
> concerns with a separate part for the basic contract and separate
> parts for each option (if any). The plan shall be included in and made
> a part of the resultant contract. The subcontracting plan shall be
> negotiated within the time specified by the Contracting Officer.
> Failure to submit and negotiate the subcontracting plan shall make the
> offeror ineligible for award of a contract.
>
> \(d\) The offeror's subcontracting plan shall include the following:
>
> \(1\) In accordance with 43 U.S.C. 1626:
>
> \(i\) Subcontracts awarded to an ANC or Indian tribe shall be counted
> towards the subcontracting goals for small business and small
> disadvantages business (SDB) concerns, regardless of the size or Small
> Business Administration certification status of the ANC or Indian
> tribe.
>
> \(ii\) Where one or more subcontractors are in the subcontract tier
> between the prime contractor and the ANC or Indian tribe, the ANC or
> Indian tribe shall designate the appropriate contractor(s) to count
> the subcontract towards its small business and small disadvantaged
> business subcontracting goals.
>
> \(A\) In most cases, the appropriate Contractor is the Contractor that
> awarded the subcontract to the ANC or Indian tribe.
>
> \(B\) If the ANC or Indian tribe designates more than one Contractor
> to count the subcontract toward its goals, the ANC or Indian tribe
> shall designate only a portion of the total subcontract award to each
> Contractor. The sum of the amounts designated to various Contractors
> cannot exceed the total value of the subcontract.
>
> \(C\) The ANC or Indian tribe shall give a copy of the written
> designation to the Contracting Officer, the prime Contractor, and the
> subcontractors in between the prime Contractor and the ANC or Indian
> tribe within 30 days of the date of the subcontract award.
>
> \(D\) If the Contracting Officer does not receive a copy of the ANC's
> or the Indian tribe's written designation within 30 days of the
> subcontract award, the Contractor that awarded the subcontract to the
> ANC or Indian tribe will be considered the designated Contractor.
>
> \(2\) A statement of---
>
> \(i\) Total dollars planned to be subcontracted for an individual
> contract plan; or the offeror's total projected sales, expressed in
> dollars, and the total value of projected subcontracts to support the
> sales for a commercial plan;
>
> \(ii\) Total dollars planned to be subcontracted to small business
> concerns (including ANC and Indian tribes);
>
> \(iii\) Total dollars planned to be subcontracted to veteran-owned
> small business concerns;
>
> \(iv\) Total dollars planned to be subcontracted to service-disabled
> veteran-owned small business;
>
> \(v\) Total dollars planned to be subcontracted to HUBZone small
> business concerns;
>
> \(vi\) Total dollars planned to be subcontracted to small
> disadvantaged business concerns (including ANCs and Indian tribes);
> and
>
> \(vii\) Total dollars planned to be subcontracted to women-owned small
> business concerns.
>
> \(3\) A description of the principal types of supplies and services to
> be subcontracted, and an identification of the types planned for
> subcontracting to \--
>
> \(i\) Small business concerns,
>
> \(ii\) Veteran-owned small business concerns;
>
> \(iii\) Service-disabled veteran-owned small business concerns;
>
> \(iv\) HUBZone small business concerns;
>
> \(v\) Small disadvantaged business concerns, and
>
> \(vi\) Women-owned small business concerns.
>
> \(4\) A description of the method used to develop the subcontracting
> goals in paragraph (d)(1) of this clause.
>
> \(5\) A description of the method used to identify potential sources
> for solicitation purposes (*e.g.*, existing company source lists, the
> Procurement Marketing and Access Network (PRO-Net) of the Small
> Business Administration (SBA), veterans service organizations, the
> National Minority Purchasing Council Vendor Information Service, the
> Research and Information Division of the Minority Business Development
> Agency in the Department of Commerce, or small, HUBZone, small
> disadvantaged, and women-owned small business trade associations). A
> firm may rely on the information contained in PRO-Net as an accurate
> representation of a concern's size and ownership characteristics for
> the purposes of maintaining a small, veteran-owned small,
> service-disabled veteran-owned small, HUBZone small, small
> disadvantaged, and women-owned small business source list. Use of
> PRO-Net as its source list does not relieve a firm of its
> responsibilities (*e.g*., outreach, assistance, counseling, or
> publicizing subcontracting opportunities) in this clause.
>
> \(6\) A statement as to whether or not the offeror included indirect
> costs in establishing subcontracting goals, and a description of the
> method used to determine the proportionate share of indirect costs to
> be incurred with \--
>
> \(i\) Small business concerns (including ANC and Indian tribes);
>
> \(ii\) Veteran-owned small business concerns;
>
> \(iii\) Service-disabled veteran-owned small business concerns;
>
> \(iv\) HUBZone small business concerns;
>
> \(v\) Small disadvantaged business concerns (including ANC and Indian
> tribes); and
>
> \(vi\) Women-owned small business concerns.
>
> \(7\) The name of the individual employed by the offeror who will
> administer the offeror's subcontracting program, and a description of
> the duties of the individual.
>
> \(8\) A description of the efforts the offeror will make to assure
> that small business, veteran-owned small business, service-disabled
> veteran-owned small business, HUBZone small business, small
> disadvantaged business, and women-owned small business concerns have
> an equitable opportunity to compete for subcontracts.
>
> \(9\) Assurances that the offeror will include the clause of this
> contract entitled "Utilization of Small Business Concerns" in all
> subcontracts that offer further subcontracting opportunities, and that
> the offeror will require all subcontractors (except small business
> concerns) that receive subcontracts in excess of \$550,000
> (\$1,000,000 for construction of any public facility) to adopt a plan
> similar to the plan that complies with the requirements of this
> clause.
>
> \(10\) Assurances that the offeror will --
>
> \(i\) Cooperate in any studies or surveys as may be required;
>
> \(ii\) Submit periodic reports so that the Government can determine
> the extent of compliance by the offeror with the subcontracting plan;
>
> \(iii\) Submit Standard Form (SF) 294, Subcontracting Report for
> Individual Contracts, and/or SF 295, Summary Subcontract Report, in
> accordance with the paragraph (j) of this clause. The reports shall
> provide information on subcontract awards to small business concerns,
> veteran-owned small business concerns, service-disabled veteran-owned
> small business concerns, HUBZone small business concerns, small
> disadvantaged business concerns, women-owned small business concerns,
> and Historically Black Colleges and Universities and Minority
> Institutions. Reporting shall be in accordance with the instructions
> on the forms or as provided in agency regulations.
>
> \(iv\) Ensure that its subcontractors agree to submit SF 294 and 295.
>
> \(11\) A description of the types of records that will be maintained
> concerning procedures that have been adopted to comply with the
> requirements and goals in the plan, including establishing source
> lists; and a description of the offeror's efforts to locate small
> business, veteran-owned small business, service-disabled veteran-owned
> small business, HUBZone small business, small disadvantaged business,
> and women-owned small business concerns and award subcontracts to
> them. The records shall include at least the following (on a
> plant-wide or company-wide basis, unless otherwise indicated):
>
> \(i\) Source lists (e.g., PRO-Net), guides, and other data that
> identify small business, veteran-owned small business,
> service-disabled veteran-owned small business, HUBZone small business,
> small disadvantaged business, and women-owned small business concerns.
>
> \(ii\) Organizations contacted in an attempt to locate sources that
> are small business, veteran-owned small business, service-disabled
> veteran-owned small business, HUBZone small business, small
> disadvantaged business, or women-owned small business concerns.
>
> \(iii\) Records on each subcontract solicitation resulting in an award
> of more than \$100,000, indicating \--
>
> \(A\) Whether small business concerns were solicited and if not, why
> not;
>
> \(B\) Whether veteran-owned small business concerns were solicited
> and, if not, why not;
>
> \(C\) Whether service-disabled veteran-owned small business concerns
> were solicited and, if not, why not;
>
> \(D\) Whether HUBZone small business concerns were solicited and, if
> not, why not;
>
> \(E\) Whether small disadvantaged business concerns were solicited and
> if not, why not;
>
> \(F\) Whether women-owned small business concerns were solicited and
> if not, why not; and
>
> \(G\) If applicable, the reason award was not made to a small business
> concern.
>
> \(iv\) Records of any outreach efforts to contact \--
>
> \(A\) Trade associations;
>
> \(B\) Business development organizations;
>
> \(C\) Conferences and trade fairs to locate small, HUBZone small,
> small disadvantaged, and women-owned small business sources; and
>
> \(D\) Veterans service organizations.
>
> \(v\) Records of internal guidance and encouragement provided to
> buyers through
>
> \(A\) Workshops, seminars, training, etc., and
>
> \(B\) Monitoring performance to evaluate compliance with the program's
> requirements.
>
> \(vi\) On a contract-by-contract basis, records to support award data
> submitted by the offeror to the Government, including the name,
> address, and business size of each subcontractor. Contractors having
> commercial plans need not comply with this requirement.
>
> \(e\) In order to effectively implement this plan to the extent
> consistent with efficient contract performance, the Contractor shall
> perform the following functions:
>
> \(1\) Assist small business, veteran-owned small business,
> service-disabled veteran-owned small business, HUBZone small business,
> small disadvantaged business, and women-owned small business concerns
> by arranging solicitations, time for the preparation of bids,
> quantities, specifications, and delivery schedules so as to facilitate
> the participation by such concerns. Where the Contractor's lists of
> potential small business, veteran-owned small business,
> service-disabled veteran-owned small business, HUBZone small business,
> small disadvantaged business, and women-owned small business
> subcontractors are excessively long, reasonable effort shall be made
> to give all such small business concerns an opportunity to compete
> over a period of time.
>
> \(2\) Provide adequate and timely consideration of the potentialities
> of small business, veteran-owned small business, service-disabled
> veteran-owned small business, HUBZone small business, small
> disadvantaged business, and women-owned small business concerns in all
> "make-or-buy" decisions.
>
> \(3\) Counsel and discuss subcontracting opportunities with
> representatives of small business, veteran-owned small business,
> service-disabled veteran-owned small business, HUBZone small business,
> small disadvantaged business, and women-owned small business firms.
>
> \(4\) Confirm that a subcontractor representing itself as a HUBZone
> small business concern is identified as a certified HUBZone small
> business concern by accessing the Central Contractor Registration
> (CCR) database or by contacting SBA.
>
> \(5\) Provide notice to subcontractors concerning penalties and
> remedies for misrepresentations of business status as small,
> veteran-owned small business, HUBZone small, small disadvantaged or
> women-owned small business for the purpose of obtaining a subcontract
> that is to be included as part or all of a goal contained in the
> Contractor's subcontracting plan.
>
> \(f\) A master plan on a plant or division-wide basis that contains
> all the elements required by paragraph (d) of this clause, except
> goals, may be incorporated by reference as a part of the
> subcontracting plan required of the offeror by this clause; provided
> \--
>
> \(1\) The master plan has been approved;
>
> \(2\) The offeror ensures that the master plan is updated as necessary
> and provides copies of the approved master plan, including evidence of
> its approval, to the Contracting Officer; and
>
> \(3\) Goals and any deviations from the master plan deemed necessary
> by the Contracting Officer to satisfy the requirements of this
> contract are set forth in the individual subcontracting plan.
>
> \(g\) A commercial plan is the preferred type of subcontracting plan
> for contractors furnishing commercial items. The commercial plan shall
> relate to the offeror's planned subcontracting generally, for both
> commercial and Government business, rather than solely to the
> Government contract. Commercial plans are also preferred for
> subcontractors that provide commercial items under a prime contract,
> whether or not the prime contractor is supplying a commercial item.
>
> \(h\) Prior compliance of the offeror with other such subcontracting
> plans under previous contracts will be considered by the Contracting
> Officer in determining the responsibility of the offeror for award of
> the contract.
>
> \(i\) The failure of the Contractor or subcontractor to comply in good
> faith with
>
> \(1\) The clause of this contract entitled "Utilization Of Small
> Business Concerns;" or
>
> \(2\) An approved plan required by this clause, shall be a material
> breach of the contract.
>
> \(j\) The Contractor shall submit the following reports:
>
> \(1\) *Standard Form 294, Subcontracting Report for Individual
> Contracts*. This report shall be submitted to the Contracting Officer
> semiannually and at contract completion. The report covers subcontract
> award data related to this contract. This report is not required for
> commercial plans.
>
> \(2\) *Standard Form 295, Summary Subcontract Report*. This report
> encompasses all the contracts with the awarding agency. It must be
> submitted semi-annually for contracts with the Department of Defense
> and annually for contracts with civilian agencies. If the reporting
> activity is covered by a commercial plan, the reporting activity must
> report annually all subcontract awards under that plan. All reports
> submitted at the close of each fiscal year (both individual and
> commercial plans) shall include a breakout, in the Contractor's
> format, of subcontract awards, in whole dollars, to small
> disadvantaged business concerns by North American Industry
> Classification System (NAICS) Industry Subsector. For a commercial
> plan, the Contractor may obtain from each of its subcontractors a
> predominant NAICS Industry Subsector and report all awards to that
> subcontractor under its predominant NAICS Industry Subsector.

# FAR 52.219-16 LIQUIDATED DAMAGES\--SUBCONTRACTING PLAN (JAN 1999)

(a) \"Failure to make a good faith effort to comply with the
    subcontracting plan,\" as used in this clause, means a willful or
    intentional failure to perform in accordance with the requirements
    of the subcontracting plan approved under the clause in this
    contract entitled \"Small Business Subcontracting Plan,\" or willful
    or intentional action to frustrate the plan.

(b) Performance shall be measured by applying the percentage goals to
    the total actual subcontracting dollars or, if a commercial plan is
    involved, to the pro rata share of actual subcontracting dollars
    attributable to Government contracts covered by the commercial plan.
    If, at contract completion or, in the case of a commercial plan, at
    the close of the fiscal year for which the plan is applicable, the
    Contractor has failed to meet its subcontracting goals and the
    Contracting Officer decides in accordance with paragraph (c) of this
    clause that the Contractor failed to make a good faith effort to
    comply with its subcontracting plan, established in accordance with
    the clause in this contract entitled \"Small Business Subcontracting
    Plan,\" the Contractor shall pay the Government liquidated damages
    in an amount stated. The amount of probable damages attributable to
    the Contractor\'s failure to comply shall be an amount equal to the
    actual dollar amount by which the Contractor failed to achieve each
    subcontract goal.

(c) Before the Contracting Officer makes a final decision that the
    Contractor has failed to make such good faith effort, the
    Contracting Officer shall give the Contractor written notice
    specifying the failure and permitting the Contractor to demonstrate
    what good faith efforts have been made and to discuss the matter.
    Failure to respond to the notice may be taken as an admission that
    no valid explanation exists. If, after consideration of all the
    pertinent data, the Contracting Officer finds that the Contractor
    failed to make a good faith effort to comply with the subcontracting
    plan, the Contracting Officer shall issue a final decision to that
    effect and require that the Contractor pay the Government liquidated
    damages as provided in paragraph (b) of this clause.

(d) With respect to commercial plans, the Contracting Officer who
    approved the plan will perform the functions of the Contracting
    Officer under this clause on behalf of all agencies with contracts
    covered by the commercial plan.

(e) The Contractor shall have the right of appeal, under the clause in
    this contract entitled Disputes, from any final decision of the
    Contracting Officer.

> \(f\) Liquidated damages shall be in addition to any other remedies
> that the Government may have.

# FAR 52.219-25 SMALL DISADVANTAGED BUSINESS PARTICIPATION PROGRAM-DISADVANTAGED STATUS AND REPORTING (OCT 1999)

> \(a\) *Disadvantaged status for joint venture partners, team members,
> and subcontractors.* This clause addresses disadvantaged status for
> joint venture partners, teaming arrangement members, and
> subcontractors and is applicable if this contract contains small
> disadvantaged business (SDB) participation targets. The Contractor
> shall obtain representations of small disadvantaged status from joint
> venture partners, teaming arrangement members, and subcontractors
> through use of a provision substantially the same as paragraph
> (b)(1)(i) of the provision at FAR 52.219-22, Small Disadvantaged
> Business Status. The Contractor shall confirm that a joint venture
> partner, team member, or subcontractor representing itself as a small
> disadvantaged business concern, is identified as a certified small
> disadvantaged business in the database maintained by the Small
> Business Administration (PRO-Net) or by contacting the SBA\'s Office
> of Small Disadvantaged Business Certification and Eligibility.
>
> \(b\) *Reporting requirement.* If this contract contains SDB
> participation targets, the Contractor shall report on the
> participation of SDB concerns at contract completion, or as otherwise
> provided in this contract. Reporting may be on Optional Form 312,
> Small Disadvantaged Business Participation Report, or in the
> Contractor\'s own format providing the same information. This report
> is required for each contract containing SDB participation targets. If
> this contract contains an individual Small, Small Disadvantaged and
> Women-Owned Small Business Subcontracting Plan, reports may be
> submitted with the final Subcontracting Report for Individual
> Contracts (Standard Form 294) at the completion of the contract.

# FAR 52.222-1 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES (FEB 1997)

> If the Contractor has knowledge that any actual or potential labor
> dispute is delaying or threatens to delay the timely performance of
> this contract, the Contractor shall immediately give notice, including
> all relevant information, to the Contracting Officer.

# FAR 52.222‑3 CONVICT LABOR (JUN 2003) (M069)

> \(a\) Except as provided in paragraph (b) of this clause, the
> Contractor shall not employ in the performance of this contract any
> person undergoing a sentence of imprisonment imposed by any court of a
> State, the District of Columbia, Puerto Rico, the Northern Mariana
> Islands, American Samoa, Guam, or the U.S. Virgin Islands.
>
> \(b\) The Contractor is not prohibited form employing persons
>
> \(1\) On parole or probation to work at paid employment during the
> term of their sentence;
>
> \(2\) Who have been pardoned or who have served their terms; or
>
> \(3\) Confined for violation of the laws of any of the States, the
> District of Columbia, Puerto Rico, the Northern Mariana Islands,
> American Samoa, Guam, or the U.S. Virgin Islands who are authorized to
> work at paid employment in the community under the laws of such
> jurisdiction, if
>
> \(i\) The worker is paid or is in an approved work training program on
> a voluntary basis;
>
> \(ii\) Representatives of local union central bodies or similar labor
> union organizations have been consulted;
>
> \(iii\) Such paid employment will not result in the displacement of
> employed workers, or be applied in skills, crafts, or trades in which
> there is a surplus of available gainful labor in the locality, or
> impair existing contracts for services;
>
> \(iv\) The rates of pay and other conditions of employment will not be
> less than those paid or provided for work of a similar nature in the
> locality in which the work is being performed; and
>
> \(v\) The Attorney General of the United States has certified that the
> work-release laws or regulations of the jurisdiction involved are in
> conformity with the requirements of Executive Order 11755, as amended
> by Executive Orders 12608 and 12943.

# FAR 52.222‑4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT -- OVERTIME COMPENSATION (SEPT 2005) (M046, M092)

> \(a\) *Overtime requirements*. No Contractor or subcontractor
> employing laborers or mechanics (see Federal Acquisition
> Regulation 22.300) shall require or permit them to work over 40 hours
> in any workweek unless they are paid at least 1 and 1/2 times the
> basic rate of pay for each hour worked over 40 hours.
>
> \(b\) *Violation; liability for unpaid wages; liquidated damages*. The
> responsible Contractor and subcontractor are liable for unpaid wages
> if they violate the terms in paragraph (a) of this clause. In
> addition, the Contractor and subcontractor are liable for liquidated
> damages payable to the Government. The Contracting Officer will assess
> liquidated damages at the rate of \$10 per affected employee for each
> calendar day on which the employer required or permitted the employee
> to work in excess of the standard workweek of 40 hours without paying
> overtime wages required by the Contract Work Hours and Safety
> Standards Act.
>
> \(c\) *Withholding for unpaid wages and liquidated damages*. The
> Contracting Officer will withhold from payments due under the contract
> sufficient funds required to satisfy any Contractor or subcontractor
> liabilities for unpaid wages and liquidated damages. If amounts
> withheld under the contract are insufficient to satisfy Contractor or
> subcontractor liabilities, the Contracting Officer will withhold
> payments from other Federal or federally assisted contracts held by
> the same Contractor that are subject to the Contract Work Hours and
> Safety Standards Act.
>
> \(d\) Payrolls and basic records.
>
> \(1\) The Contractor and its subcontractors shall maintain payrolls
> and basic payroll records for all laborers and mechanics working on
> the contract during the contract and shall make them available to the
> Government until 3 years after contract completion. The records shall
> contain the name and address of each employee, social security number,
> labor classifications, hourly rates of wages paid, daily and weekly
> number of hours worked, deductions made, and actual wages paid. The
> records need not duplicate those required for construction work by
> Department of Labor regulations at 29 CFR 5.5(a)(3) implementing the
> Davis-Bacon Act.
>
> \(2\) The Contractor and its subcontractors shall allow authorized
> representatives of the Contracting Officer or the Department of Labor
> to inspect, copy, or transcribe records maintained under
> paragraph (d)(1) of this clause. The Contractor or subcontractor also
> shall allow authorized representatives of the Contracting Officer or
> Department of Labor to interview employees in the workplace during
> working hours.
>
> \(e\) Subcontracts. The Contractor shall insert the provisions set
> forth in paragraphs (a) through (d) of this clause in subcontracts
> that may require or involve the employment of laborers and mechanics
> and require subcontractors to include these provisions in any such
> lower tier subcontracts. The Contractor shall be responsible for
> compliance by any subcontractor or lower-tier subcontractor with the
> provisions set forth in paragraphs (a) through (d) of this clause.

# FAR 52.222‑20 WALSH‑HEALEY PUBLIC CONTRACTS ACT (DEC 1996)

> If this Contract is for the manufacture or furnishing of materials,
> sup­plies, articles, or equipment in an amount that exceeds or may
> exceed \$10,000, and is subject to the Walsh‑Healey Public Contracts
> Act, as amended (41 U.S.C. 35‑45), the following terms and conditions
> apply:
>
> \(a\) All stipulations required by the Act and regula­tions issued by
> the Secretary of Labor (41 CFR Chapter 50) are incor­porated by
> reference. These stipulations are subject to all applicable rulings
> and interpretations of the Secretary of Labor that are now, or may
> hereafter, be in effect.
>
> \(b\) All employees whose work relates to this Contract shall be paid
> not less than the minimum wage prescribed by regulations issued by the
> Secretary of Labor (41 CFR 50‑202.2). Learners, student learners,
> apprentices, and handicapped workers may be employed at less than the
> prescribed minimum wage (see 41 CFR 50-202.3) to the same extent that
> such employment is permitted under Section 14 of the Fair Labor
> Standards Act (41 U.S.C. 40).

# FAR 52.222-21 PROHIBITION OF SEGREGATED FACILITIES (FEB 1999)

(a) \"Segregated facilities,\" as used in this clause, means any waiting
    rooms, work areas, rest rooms and wash rooms, restaurants and other
    eating areas, time clocks, locker rooms and other storage or
    dressing areas, parking lots, drinking fountains, recreation or
    entertainment areas, transportation, and housing facilities provided
    for employees, that are segregated by explicit directive or are in
    fact segregated on the basis of race, color, religion, sex, or
    national origin because of written or oral policies or employee
    custom. The term does not include separate or single-user rest rooms
    or necessary dressing or sleeping areas provided to assure privacy
    between the sexes.

(b) The Contractor agrees that it does not and will not maintain or
    provide for its employees any segregated facilities at any of its
    establishments, and that it does not and will not permit its
    employees to perform their services at any location under its
    control where segregated facilities are maintained. The Contractor
    agrees that a breach of this clause is a violation of the Equal
    Opportunity clause in this contract.

> \(c\) The Contractor shall include this clause in every subcontract
> and purchase order that is subject to the Equal Opportunity clause of
> this contract.

# FAR 52.222-26 EQUAL OPPORTUNITY (MAR 2007) (M046, M107)

> \(a\) *Definition.* "United States," as used in this clause, means the
> 50 States, the District of Columbia, Puerto Rico, the Northern Mariana
> Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake
> Island.
>
> \(b\) (1) If, during any 12-month period (including the 12 months
> preceding the award of this contract), the Contractor has been or is
> awarded nonexempt Federal contracts and/or subcontracts that have an
> aggregate value in excess of \$10,000, the Contractor shall comply
> with this clause, except for work performed outside the United States
> by employees who were not recruited within the United States. Upon
> request, the Contractor shall provide information necessary to
> determine the applicability of this clause.
>
> \(2\) If the Contractor is a religious corporation, association,
> educational institution, or society, the requirements of this clause
> do not apply with respect to the employment of individuals of a
> particular religion to perform work connected with the carrying on of
> the Contractor's activities (41 CFR 60-1.5).
>
> \(c\) (1) The Contractor shall not discriminate against any employee
> or applicant for employment because of race, color, religion, sex, or
> national origin. However, it shall not be a violation of this clause
> for the Contractor to extend a publicly announced preference in
> employment to Indians living on or near an Indian reservation, in
> connection with employment opportunities on or near an Indian
> reservation, as permitted by 41 CFR 60-1.5.
>
> \(2\) The Contractor shall take affirmative action to ensure that
> applicants are employed, and that employees are treated during
> employment, without regard to their race, color, religion, sex, or
> national origin. This shall include, but not be limited to \--
>
> \(i\) Employment;
>
> \(ii\) Upgrading;
>
> \(iii\) Demotion;
>
> \(iv\) Transfer;
>
> \(v\) Recruitment or recruitment advertising;

vi. Layoff or termination;

> \(vii\) Rates of pay or other forms of compensation; and
>
> \(viii\) Selection for training, including apprenticeship.
>
> \(3\) The Contractor shall post in conspicuous places available to
> employees and applicants for employment the notices to be provided by
> the Contracting Officer that explain this clause.
>
> \(4\) The Contractor shall, in all solicitations or advertisements for
> employees placed by or on behalf of the Contractor, state that all
> qualified applicants will receive consideration for employment without
> regard to race, color, religion, sex, or national origin.
>
> \(5\) The Contractor shall send, to each labor union or representative
> of workers with which it has a collective bargaining agreement or
> other contract or understanding, the notice to be provided by the
> Contracting Officer advising the labor union or workers'
> representative of the Contractor's commitments under this clause, and
> post copies of the notice in conspicuous places available to employees
> and applicants for employment.
>
> \(6\) The Contractor shall comply with Executive Order 11246, as
> amended, and the rules, regulations, and orders of the Secretary of
> Labor.
>
> \(7\) The Contractor shall furnish to the contracting agency all
> information required by Executive Order 11246, as amended, and by the
> rules, regulations, and orders of the Secretary of Labor. The
> Contractor shall also file Standard Form 100 (EEO-1), or any successor
> form, as prescribed in 41 CFR part 60-1. Unless the Contractor has
> filed within the 12 months preceding the date of contract award**,**
> the Contractor shall, within 30 days after contract award, apply to
> either the regional Office of Federal Contract Compliance Programs
> (OFCCP) or the local office of the Equal Employment Opportunity
> Commission for the necessary forms.
>
> \(8\) The Contractor shall permit access to its premises, during
> normal business hours, by the contracting agency or the (OFCCP) for
> the purpose of conducting on-site compliance evaluations and complaint
> investigations. The Contractor shall permit the Government to inspect
> and copy any books, accounts, records (including computerized
> records), and other material that may be relevant to the matter under
> investigation and pertinent to compliance with Executive Order 11246,
> as amended, and rules and regulations that implement the Executive
> Order.
>
> \(9\) If the OFCCP determines that the Contractor is not in compliance
> with this clause or any rule, regulation, or order of the Secretary of
> Labor, this contract may be canceled, terminated, or suspended in
> whole or in part and the Contractor may be declared ineligible for
> further Government contracts, under the procedures authorized in
> Executive Order 11246, as amended. In addition, sanctions may be
> imposed and remedies invoked against the Contractor as provided in
> Executive Order 11246, as amended, in the rules, regulations, and
> orders of the Secretary of Labor, or as otherwise provided by law.
>
> \(10\) The Contractor shall include the terms and conditions of this
> clause in every subcontract or purchase order that is not exempted by
> the rules, regulations, or orders of the Secretary of Labor issued
> under Executive Order 11246, as amended, so that these terms and
> conditions will be binding upon each subcontractor or vendor.
>
> \(11\) The Contractor shall take such action with respect to any
> subcontract or purchase order as the contracting officer may direct as
> a means of enforcing these terms and conditions, including sanctions
> for noncompliance; provided, that if the Contractor becomes involved
> in, or is threatened with, litigation with a subcontractor or vendor
> as a result of any direction, the Contractor may request the United
> States to enter into the litigation to protect the interests of the
> United States.
>
> \(d\) Notwithstanding any other clause in this contract, disputes
> relative to this clause will be governed by the procedures in 41 CFR
> 60-1.1.

# FAR 52.222-35 EQUAL OPPORTUNITY FOR SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAM ERA, AND OTHER ELIGIBLE VETERAN (SEP 2006) (M046, M092)

> \(a\) *Definitions.* As used in this clause \--
>
> "All employment openings" means all positions except executive and top
> management, those positions that will be filled from within the
> Contractor's organization, and positions lasting 3 days or less. This
> term includes full-time employment, temporary employment of more than
> 3 days duration, and part-time employment.
>
> "Executive and top Management" means any employee---
>
> \(1\) Whose primary duty consists of the management of the enterprise
> in which the individual is employed or of a customarily recognized
> department or subdivision thereof;
>
> \(2\) Who customarily and regularly directs the work of two or more
> other employees;
>
> \(3\) Who has the authority to hire or fire other employees or whose
> suggestions and recommendations as to the hiring or firing and as to
> the advancement and promotion or any other change of status of other
> employees will be given particular weight;
>
> \(4\) Who customarily and regularly exercises discretionary powers;
> and
>
> \(5\) Who does not devote more than 20 percent or, in the case of an
> employee of a retail or service establishment, who does not devote
> more than 40 percent of total hours of work in the work week to
> activities that are not directly and closely related to the
> performance of the work described in paragraphs (1) through (4) of
> this definition. This paragraph (5) does not apply in the case of an
> employee who is in sole charge of an establishment or a physically
> separated branch establishment, or who owns at least a 20 percent
> interest in the enterprise in which the individual is employed.
>
> "Other eligible veteran" means any other veteran who served on active
> duty during a war or in a campaign or expedition for which a campaign
> badge has been authorized.
>
> "Positions that will be filled from within the Contractor's
> organization" means employment openings for which the Contractor will
> give no consideration to persons outside the Contractor's organization
> (including any affiliates, subsidiaries, and parent companies) and
> includes any openings the Contractor proposes to fill from regularly
> established "recall" lists. The exception does not apply to a
> particular opening once an employer decides to consider applicants
> outside of its organization.
>
> "Qualified special disabled veteran" means a special disabled veteran
> who satisfies the requisite skill, experience, education, and other
> job-related requirements of the employment position such veteran holds
> or desires, and who, with or without reasonable accommodation, can
> perform the essential functions of such position.
>
> "Special disabled veteran" means---
>
> \(1\) A veteran who is entitled to compensation (or who but for the
> receipt of military retired pay would be entitled to compensation)
> under laws administered by the Department of Veterans Affairs for a
> disability\--
>
> \(i\) Rated at 30 percent or more; or
>
> \(ii\) Rated at 10 or 20 percent in the case of a veteran who has been
> determined under 38 U.S.C. 3106 to have a serious employment handicap
> (*i.e.*, a significant impairment of the veteran's ability to prepare
> for, obtain, or retain employment consistent with the veteran's
> abilities, aptitudes, and interests); or
>
> \(2\) A person who was discharged or released from active duty because
> of a service-connected disability.
>
> "Veteran of the Vietnam era" means a person who --
>
> \(1\) Served on active duty for a period of more than 180 days and was
> discharged or released from active duty with other than a dishonorable
> discharge, if any part of such active duty occurred---
>
> \(i\) In the Republic of Vietnam between February 28, 1961, and May 7,
> 1975; or
>
> \(ii\) Between August 5, 1964, and May 7, 1975, in all other cases; or
>
> \(2\) Was discharged or released from active duty for a
> service-connected disability if any part of the active duty was
> performed\-\--
>
> \(i\) In the Republic of Vietnam between February 28, 1961, and May 7,
> 1975; or
>
> \(ii\) Between August 5, 1964, and May 7, 1975, in all other cases.
>
> \(b\) *General*.
>
> \(1\) The Contractor shall not discriminate against the individual
> because the individual is a special disabled veteran, a veteran of the
> Vietnam era, or other eligible veteran, regarding any position for
> which the employee or applicant for employment is qualified. The
> Contractor shall take affirmative action to employ, advance in
> employment, and otherwise treat qualified special disabled veterans,
> veterans of the Vietnam era, and other eligible veterans without
> discrimination based upon their disability or veterans' status in all
> employment practices such as \--
>
> \(i\) Recruitment, advertising, and job application procedures;
>
> \(ii\) Hiring, upgrading, promotion, award of tenure, demotion,
> transfer, layoff, termination, right of return from layoff and
> rehiring;
>
> \(iii\) Rate of pay or any other form of compensation and changes in
> compensation;
>
> \(iv\) Job assignments, job classifications, organizational
> structures, position descriptions, lines of progression, and seniority
> lists;
>
> \(v\) Leaves of absence, sick leave, or any other leave;
>
> \(vi\) Fringe benefits available by virtue of employment, whether or
> not administered by the Contractor;
>
> \(vii\) Selection and financial support for training, including
> apprenticeship, and on-the-job training under 38 U.S.C. 3687,
> professional meetings, conferences, and other related activities, and
> selection for leaves of absence to pursue training;
>
> \(viii\) Activities sponsored by the Contractor including social or
> recreational programs; and
>
> \(ix\) Any other term, condition, or privilege of employment.
>
> \(2\) The Contractor shall comply with the rules, regulations, and
> relevant orders of the Secretary of Labor issued under the Vietnam Era
> Veterans' Readjustment Assistance Act of 1972 (the Act), as amended
> (38 U.S.C. 4211 and 4212).
>
> \(c\) *Listing* *openings*.
>
> \(1\) The Contractor shall immediately list all employment openings
> that exist at the time of the execution of this contract and those
> which occur during the performance of this contract, including those
> not generated by this contract, and including those occurring at an
> establishment of the Contractor other than the one where the contract
> is being performed, but excluding those of independently operated
> corporate affiliates, at an appropriate local public employment
> service office of the State wherein the opening occurs. Listing
> employment openings with the U.S. Department of Labor's America's Job
> Bank shall satisfy the requirement to list jobs with the local
> employment service office.
>
> \(2\) The Contractor shall make the listing of employment openings
> with the local employment service office at least concurrently with
> using any other recruitment source or effort and shall involve the
> normal obligations of placing a bona fide job order, including
> accepting referrals of veterans and nonveterans. This listing of
> employment openings does not require hiring any particular job
> applicant or hiring from any particular group of job applicants and is
> not intended to relieve the Contractor from any requirements of
> Executive orders or regulations concerning nondiscrimination in
> employment.
>
> \(3\) Whenever the Contractor becomes contractually bound to the
> listing terms of this clause, it shall advise the State public
> employment agency in each State where it has establishments of the
> name and location of each hiring location in the State. As long as the
> Contractor is contractually bound to these terms and has so advised
> the State agency, it need not advise the State agency of subsequent
> contracts. The Contractor may advise the State agency when it is no
> longer bound by this contract clause.
>
> \(d\) *Applicability.* This clause does not apply to the listing of
> employment openings that occur and are filled outside the 50 States,
> the District of Columbia, the Commonwealth of Puerto Rico, the
> Commonwealth of the Northern Mariana Islands, American Samoa, Guam,
> the Virgin Islands of the United States, and Wake Island.
>
> \(e\) *Postings.*
>
> \(1\) The Contractor shall post employment notices in conspicuous
> places that are available to employees and applicants for employment.
>
> \(2\) The employment notices shall\--
>
> \(i\) State the rights of applicants and employees as well as the
> Contractor's obligation under the law to take affirmative action to
> employ and advance in employment qualified employees and applicants
> who are special disabled veterans, veterans of the Vietnam era, and
> other eligible veterans; and
>
> \(ii\) Be in a form prescribed by the Deputy Assistant Secretary for
> Federal Contract Compliance Programs, Department of Labor (Deputy
> Assistant Secretary of Labor), and provided by or through the
> Contracting Officer.
>
> \(3\) The Contractor shall ensure that applicants or employees who are
> special disabled veterans are informed of the contents of the notice
> (*e.g.*, the Contractor may have the notice read to a visually
> disabled veteran, or may lower the posted notice so that it can be
> read by a person in a wheel chair).
>
> \(4\) The Contractor shall notify each labor union or representative
> of workers with which it has a collective bargaining agreement, or
> other contract understanding, that the Contractor is bound by the
> terms of the Act and is committed to take affirmative action to
> employ, and advance in employment, qualified special disabled
> veterans, veterans of the Vietnam Era, and other eligible veterans.
>
> \(f\) *Noncompliance*. If the Contractor does not comply with the
> requirements of this clause, the Government may take appropriate
> actions under the rules, regulations, and relevant orders of the
> Secretary of Labor issued pursuant to the Act.
>
> \(g\) *Subcontracts*. The Contractor shall insert the terms of this
> clause in all subcontracts or purchase orders of \$100,000 or more
> unless exempted by rules, regulations, or orders of the Secretary of
> Labor. The Contractor shall act as specified by the Deputy Assistant
> Secretary of Labor to enforce the terms, including action for
> noncompliance.

# FAR 52.222‑36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES (JUN 1998)

> \(a\) *General*.
>
> \(1\) Regarding any position for which the employee or applicant for
> employment is qualified, the Contractor shall not discriminate against
> any employee or applicant because of physical or mental disability.
> The Contractor agrees to take affirmative action to employ, advance in
> employment, and otherwise treat qualified individuals with
> disabilities without discrimination based upon their physical or
> mental disability in all employment practices such as‑‑
>
> \(i\) Recruitment, advertising, and job application procedures;
>
> \(ii\) Hiring, upgrading, promotion, award of tenure, demotion,
> transfer, layoff, termination, right of return from layoff, and
> rehiring;
>
> \(iii\) Rates of pay or any other form of compensation and changes in
> compensation;
>
> \(iv\) Job assignments, job classifications, organizational
> structures, position descriptions, lines of progression, and seniority
> lists;
>
> \(v\) Leaves of absence, sick leave, or any other leave;
>
> \(vi\) Fringe benefits available by virtue of employment, whether or
> not administered by the Contractor;
>
> \(vii\) Selection and financial support for training, including
> apprenticeships, professional meetings, conferences, and other related
> activities, and selection for leaves of absence to pursue training;
>
> \(viii\) Activities sponsored by the Contractor, including social or
> recreational programs; and
>
> \(ix\) Any other term, condition, or privilege of employment.
>
> \(2\) The Contractor agrees to comply with the rules, regulations, and
> relevant orders of the Secretary of Labor (Secretary) issued under the
> Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended.
>
> \(b\) *Postings.*
>
> \(1\) The Contractor agrees to post employment notices stating---
>
> \(i\) The Contractor\'s obligation under the law to take affirmative
> action to employ and advance in employment qualified individuals with
> disabilities; and
>
> \(ii\) The rights of applicants and employees.
>
> \(2\) These notices shall be posted in conspicuous places that are
> available to employees and applicants for employment. The Contractor
> shall ensure that applicants and employees with disabilities are
> informed of the contents of the notice (e.g., the Contractor may have
> the notice read to a visually disabled individual, or may lower the
> posted notice so that it might be read by a person in a wheelchair).
> The notices shall be in a form prescribed by the Deputy Assistant
> Secretary for Federal Contract Compliance of the U. S. Department of
> Labor (Deputy Assistant Secretary) and shall be provided by or through
> the Contracting Officer.
>
> \(3\) The Contractor shall notify each labor union or representative
> of workers with which it has a collective bargaining agreement or
> other contract understanding, that the Contractor is bound by the
> terms of Section 503 of the Act and is committed to take affirmative
> action to employ, and advance in employment, qualified individuals
> with physical or mental disabilities.
>
> \(c\) *Noncompliance*. If the Contractor does not comply with the
> requirements of this clause, appropriate actions may be taken under
> the rules, regulations, and relevant orders of the Secretary issued
> pursuant to the Act.
>
> \(d\) *Subcontracts*. The Contractor shall include the terms of this
> clause in every subcontract or purchase order in excess of \$10,000
> unless exempted by rules, regulations, or orders of the Secretary. The
> Contractor shall act as specified by the Deputy Assistant Secretary to
> enforce the terms, including action for noncompliance.

# FAR 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS, VETERANS OF THE VIETNAME ERA, AND OTHER ELIGIBLE VETERANS (SEP 2006) (M046, M092)

> \(a\) Unless the Contractor is a State or local government agency, the
> Contractor shall report at least annually, as required by the
> Secretary of Labor, on \--
>
> \(1\) The number of special disabled veterans, the number of veterans
> of the Vietnam era, and other eligible veterans in the workforce of
> the Contractor by job category and hiring location; and
>
> \(2\) The total number of new employees hired during the period
> covered by the report, and of the total, the number of special
> disabled veterans, the number of veterans of the Vietnam era, and the
> number of other eligible veterans; and
>
> \(3\) The maximum number and the minimum number of employees of the
> Contractor during the period covered by the report.
>
> \(b\) The Contractor shall report the above items by completing the
> Form VETS-100, entitled "Federal Contractor Veterans' Employment
> Report (VETS-100 Report)".
>
> \(c\) The Contractor shall submit VETS-100 Reports no later than
> September 30 of each year beginning September 30, 1988.
>
> \(d\) The employment activity report required by paragraph (a)(2) of
> this clause shall reflect total hires during the most recent 12-month
> period as of the ending date selected for the employment profile
> report required by paragraph (a)(1) of this clause. Contractors may
> select an ending date\--
>
> \(1\) As of the end of any pay period between July 1 and August 31 of
> the year the report is due, or
>
> \(2\) As of December 31, if the Contractor has prior written approval
> from the Equal Employment Opportunity Commission to do so for purposes
> of submitting the Employer Information Report EEO-1 (Standard Form
> 100).
>
> \(e\) The Contractor shall base the count of veterans reported
> according to paragraph (a) of this clause on voluntary disclosure.
> Each Contractor subject to the reporting requirements at 38 U.S.C.
> 4212 shall invite all special disabled veterans, veterans of the
> Vietnam era, and other eligible veterans who wish to benefit under the
> affirmative action program at 38 U.S.C.4212 to identify themselves to
> the Contractor. The invitation shall state\--
>
> \(1\) That the information is voluntarily provided;
>
> \(2\) That the information will be kept confidential;
>
> \(3\) Disclosure or refusal to provide the information will not
> subject the applicant or employee to any adverse treatment; and
>
> \(4\) The information will be used only in accordance with the
> regulations promulgated under 38 U.S.C. 4212.
>
> \(f\) The Contractor shall insert the terms of this clause in all
> subcontracts or purchase orders of \$100,000 or more unless exempted
> by rules, regulations, or orders of the Secretary of Labor.

# FAR 52.223-3 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (JAN 1997)

> \(a\) \"Hazardous material,\" as used in this clause, includes any
> material defined as hazardous under the latest version of Federal
> Standard No. 313 (including revisions adopted during the term of the
> contract).
>
> \(b\) The offeror must list any hazardous material, as defined in
> paragraph (a) of this clause, to be delivered under this contract. The
> hazardous material shall be properly identified and include any
> applicable identification number, such as National Stock Number or
> Special Item Number. This information shall also be included on the
> Material Safety Data Sheet submitted under this contract. Material
>
> *(If none, insert \"None\"*) Identification No.
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \(c\) This list must be updated during performance of the contract
> whenever the Contractor determines that any other material to be
> delivered under this contract is hazardous.
>
> \(d\) The apparently successful offeror agrees to submit, for each
> item as required prior to award, a Material Safety Data Sheet, meeting
> the requirements of 29 CFR 1910.1200(g) and the latest version of
> Federal Standard No. 313, for all hazardous material identified in
> paragraph (b) of this clause. Data shall be submitted in accordance
> with Federal Standard No. 313, whether or not the apparently
> successful offeror is the actual manufacturer of these items. Failure
> to submit the Material Safety Data Sheet prior to award may result in
> the apparently successful offeror being considered nonresponsible and
> ineligible for award.
>
> \(e\) If, after award, there is a change in the composition of the
> item(s) or a revision to Federal Standard No. 313, which renders
> incomplete or inaccurate the data submitted under paragraph (d) of
> this clause, the Contractor shall promptly notify the Contracting
> Officer and resubmit the data.
>
> \(f\) Neither the requirements of this clause nor any act or failure
> to act by the Government shall relieve the Contractor of any
> responsibility or liability for the safety of Government, Contractor,
> or subcontractor personnel or property.
>
> \(g\) Nothing contained in this clause shall relieve the Contractor
> from complying with applicable Federal, State, and local laws, codes,
> ordinances, and regulations (including the obtaining of licenses and
> permits) in connection with hazardous material.
>
> \(h\) The Government\'s rights in data furnished under this contract
> with respect to hazardous material are as follows:
>
> \(1\) To use, duplicate and disclose any data to which this clause is
> applicable. The purposes of this right are to---
>
> \(i\) Apprise personnel of the hazards to which they may be exposed in
> using, handling, packaging, transporting, or disposing of hazardous
> materials;
>
> \(ii\) Obtain medical treatment for those affected by the material;
> and
>
> \(iii\) Have others use, duplicate, and disclose the data for the
> Government for these purposes.
>
> \(2\) To use, duplicate, and disclose data furnished under this
> clause, in accordance with subparagraph (h)(1) of this clause, in
> precedence over any other clause of this contract providing for rights
> in data.
>
> \(3\) The Government is not precluded from using similar or identical
> data acquired from other sources.
>
> \(i\) Except as provided in paragraph (i)(2), the Contractor shall
> prepare and submit a sufficient number of Material Safety Data Sheets
> (MSDS\'s), meeting the requirements of 29 CFR 1910.1200(g) and the
> latest version of Federal Standard No. 313, for all hazardous
> materials identified in paragraph (b) of this clause.
>
> \(1\) For items shipped to consignees, the Contractor shall include a
> copy of the MSDS\'s with the packing list or other suitable shipping
> document which accompanies each shipment. Alternatively, the
> Contractor is permitted to transmit MSDS\'s to consignees in advance
> of receipt of shipments by consignees, if authorized in writing by the
> Contracting Officer.
>
> \(2\) For items shipped to consignees identified by mailing address as
> agency depots, distribution centers or customer supply centers, the
> Contractor shall provide one copy of the MSDS\'s in or on each
> shipping container. If affixed to the outside of each container, the
> MSDS\'s must be placed in a weather resistant envelope.

# FAR 52.223-5 POLLUTION PREVENTION AND RIGHT-TO-KNOW INFORMATION (AUG 2003) (M069)

> \(a\) *Definitions. As used in this clause*
>
> "Priority chemical" means a chemical identified by the interagency
> Environmental Leadership Workgroup or, alternatively, by an agency
> pursuant to Section 503 of Executive Order 13148 of April 21, 2000,
> Greening the Government through Leadership in Environmental
> Management.
>
> "Toxic chemical" means a chemical or chemical category in listed in 40
> CFR 372.65.
>
> \(b\) Executive Order 13148 requires Federal facilities to comply with
> the provisions of the Emergency Planning and Community Right-to-Know
> Act of 1986 (EPCRA) (42 U.S.C. 11001-11050) and the Pollution
> Prevention Act of 1990 (PPA) (42 U.S.C. 13101-13109).
>
> \(c\) The Contractor shall provide all information needed by the
> Federal facility to comply with the following:
>
> \(1\) The emergency planning reporting requirements of Section 302 of
> EPCRA.
>
> \(2\) The emergency notice requirements of Section 304 of EPCRA
>
> \(3\) The list of Material Safety Data Sheets required by Section 311
> of EPCRA
>
> \(4\) The emergency and hazardous chemical inventory forms of Section
> 312 of EPCRA
>
> \(5\) The toxic chemical release inventory of Section 313 of EPCRA,
> which includes the reduction and recycling information required by
> Section 6607 of PPA
>
> \(6\) The toxic chemical, priority chemical, and hazardous substance
> release and use reduction goals of Section 502 and 503 of Executive
> Order 13148.

# 

# FAR 52-223-12 REFRIGERATION EQUIPMENT AND AIR CONDITIONERS (MAY 1995)

> The contractor shall comply with the applicable requirements of
> Sections 608 and 609 of the Clean Air Act (42 U.S.C. 7671g and 7671h)
> as each or both apply to this contract.

# FAR 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (AUG 2003) (M046)

> \(a\) Unless otherwise exempt, the Contractor, as owner or operator of
> a facility used in the performance of this contract, shall file by
> July 1 for the prior calendar year an annual Toxic Chemical Release
> Inventory Form (Form R) as described in sections 313(a) and (g) of the
> Emergency Planning and Community Right-to-Know Act of 1986 (EPCRA)
> (42 U.S.C. 11023(a) and (g)), and section 6607 of the Pollution
> Prevention Act of 1990 (PPA) (42 U.S.C. 13106). The Contractor shall
> file, for each facility subject to the Form R filing and reporting
> requirements, the annual Form R throughout the life of the contract.
>
> \(b\) A Contractor-owned or -operated facility used in the performance
> of this contract is exempt from the requirement to file an annual Form
> R if-
>
> \(1\) The facility does not manufacture, process, or otherwise use any
> toxic chemicals listed in 40 CFR 372.65;
>
> \(2\) The facility does not have 10 or more full-time employees as
> specified in section 313(b)(1)(A) of EPCRA, 42 U.S.C. 11023(b)(1)(A);
>
> \(3\) The facility does not meet the reporting thresholds of toxic
> chemicals established under section 313(f) of EPCRA, 42 U.S.C.
> 11023(f) (including the alternate thresholds at 40 CFR 372.27,
> provided an appropriate certification form has been filed with EPA);
>
> \(4\) The facility does not fall within the following Standard
> Industrial Classification (SIC) codes or their corresponding North
> American Industry Classification System sectors:
>
> \(i\) Major group code 10 (except 1011, 1081, and 1094.
>
> \(ii\) Major group code 12 (except 1241).
>
> \(iii\) Major group codes 20 through 39.
>
> \(iv\) Industry code 4911, 4931, or 4939 (limited to facilities that
> combust coal and/or oil for the purpose of generating power for
> distribution in commerce).
>
> \(v\) Industry code 4953 (limited to facilities regulated under the
> Resource Conservation and Recovery Act, Subtitle C (42 U.S.C. 6921,
> *et seq*.)), or 5169, or 5171, or 7389 (limited to facilities
> primarily engaged in solvent recovery services on a contract or fee
> basis); or
>
> \(5\) The facility is not located in the United States or its outlying
> areas.
>
> \(c\) If the Contractor has certified to an exemption in accordance
> with one or more of the criteria in paragraph (b) of this clause, and
> after award of the contract circumstances change so that any of its
> owned or operated facilities used in the performance of this contract
> is no longer exempt-
>
> \(1\) The Contractor shall notify the Contracting Officer; and
>
> \(2\) The Contractor, as owner or operator of a facility used in the
> performance of this contract that is no longer exempt, shall-
>
> \(i\) Submit a Toxic Chemical Release Inventory Form (Form R) on or
> before July 1 for the prior calendar year during which the facility
> becomes eligible; and
>
> \(ii\) Continue to file the annual Form R for the life of the contract
> for such facility.
>
> \(d\) The Contracting Officer may terminate this contract or take
> other action as appropriate, if the Contractor fails to comply
> accurately and fully with the EPCRA and PPA toxic chemical release
> filing and reporting requirements.
>
> \(e\) Except for acquisitions of commercial items as defined in FAR
> Part 2, the Contractor shall-
>
> \(1\) For competitive subcontracts expected to exceed \$100,000
> (including all options), include a solicitation provision
> substantially the same as the provision at FAR 52.223-13,
> Certification of Toxic Chemical Release Reporting; and
>
> \(2\) Include in any resultant subcontract exceeding \$100,000
> (including all options), the substance of this clause, except this
> paragraph (e).

# FAR 52.224‑1 PRIVACY ACT NOTIFICATION (APR 1984)

> The Contractor will be required to design, develop, or operate a
> system of records on individuals, to accomplish an agency function
> subject to the Privacy Act of 1974, Public Law 93‑579, December 31,
> 1974 (5 U.S.C. 552a) and applicable agency regulations. Violation of
> the Act may involve the imposition of criminal penalties.

# FAR 52.224‑2 PRIVACY ACT (APR 1984)

> \(a\) The Contractor agrees to‑‑

\(1\) Comply with the Privacy Act of 1974 (the Act) and the agency rules
and regulations issued under the Act in the design, development, or
operation of any system of records on individuals to accomplish an
agency function when the Contract specifically identifies‑‑

> \(i\) The system of records; and
>
> \(ii\) The design, development, or operation work that the Contractor
> is to perform.

\(2\) Include the Privacy Act notification contained in this Contract in
every solicitation and resulting subcontract and in every subcontract
awarded without a solicitation, when the work state­ment in the proposed
subcontract requires the design, deve­lop­ment, or operation of a system
of records on individuals that is subject to the Act; and

\(3\) Include this clause, including this subparagraph (3), in all
subcontracts awarded under this Contract which requires the design,
development, or operation of such a system of records.

\(b\) In the event of violations of the Act, a civil action may be
brought against the agency involved when the violation concerns the
design, development, or operation of a system of records on individuals
to accomplish an agency function, and criminal penalties may be imposed
upon the officers or employees of the agency when the violation concerns
the operation of a system of records on individuals to accomplish an
agency function. For purposes of the Act, when the contract is for the
operation of a system of records on individuals to accomplish an agency
function, the Contractor and any employee of the Contractor is
considered to be an employee of the agency.

\(c\) (1) \"Operation of a system of records,\" as used in this clause,
means performance of any of the activities associated with maintaining
the system of records, including the collection, use, and dissemination
of records.

\(2\) \"Record,\" as used in this clause, means any item, collection, or
grouping of information about an individual that is maintained by an
agency, including, but not limited to, education, financial
transactions, medical history, and criminal or employment history and
that contains the person\'s name, or the identifying number, symbol, or
other identifying particular assigned to the individual, such as a
fingerprint or voiceprint or a photograph.

\(3\) \"System of records on individuals,\" as used in this clause means
a group of any records under the control of any agency from which
information is retrieved by the name of the individual or by some
identifying number, symbol, or other identifying particular assigned to
the individual.

# FAR 52.225-1 BUY AMERICAN ACT -- SUPPLIES (JUN 2003) (M046)

> \(a\) *Definitions*. As used in this clause-
>
> \"Component\" means an article, material, or supply incorporated
> directly into an end product.
>
> \"Cost of components\" means-
>
> \(1\) For components purchased by the Contractor, the acquisition
> cost, including transportation costs to the place of incorporation
> into the end product (whether or not such costs are paid to a domestic
> firm), and any applicable duty (whether or not a duty-free entry
> certificate is issued); or
>
> \(2\) For components manufactured by the Contractor, all costs
> associated with the manufacture of the component, including
> transportation costs as described in paragraph (1) of this definition,
> plus allocable overhead costs, but excluding profit. Cost of
> components does not include any costs associated with the manufacture
> of the end product.
>
> \"Domestic end product\" means-
>
> \(1\) An unmanufactured end product mined or produced in the United
> States; or
>
> \(2\) An end product manufactured in the United States, if the cost of
> its components mined, produced, or manufactured in the United States
> exceeds 50 percent of the cost of all its components. Components of
> foreign origin of the same class or kind as those that the agency
> determines are not mined, produced, or manufactured in sufficient and
> reasonably available commercial quantities of a satisfactory quality
> are treated as domestic. Scrap generated, collected, and prepared for
> processing in the United States is considered domestic.
>
> \"End product\" means those articles, materials, and supplies to be
> acquired under the contract for public use.
>
> \"Foreign end product\" means an end product other than a domestic end
> product.
>
> \"United States\" means the 50 States, the District of Columbia, and
> outlying areas.
>
> \(b\) The Buy American Act (41 U.S.C. 10a - 10d) provides a preference
> for domestic end products for supplies acquired for use in the United
> States.
>
> \(c\) Offerors may obtain from the Contracting Officer a list of
> foreign articles that the Contracting Officer will treat as domestic
> for this contract.
>
> \(d\) The Contractor shall deliver only domestic end products except
> to the extent that it specified delivery of foreign end products in
> the provision of the solicitation entitled \"Buy American Act
> Certificate.\"

# FAR 52.225-8 DUTY-FREE ENTRY (FEB 2000)

> \(a\) Definition. \"Customs territory of the United States\" means the
> States, the District of Columbia, and Puerto Rico.
>
> \(b\) Except as otherwise approved by the Contracting Officer, the
> Contractor shall not include in the contract price any amount for
> duties on supplies specifically identified in the Schedule to be
> accorded duty‑free entry.
>
> \(c\) Except as provided in paragraph (d) of this clause or elsewhere
> in this contract, the following procedures apply to supplies not
> identified in the Schedule to be accorded duty‑free entry:
>
> \(1\) The Contractor shall notify the Contracting Officer in writing
> of any purchase of foreign supplies (including, without limitation,
> raw materials, components, and intermediate assemblies) in excess of
> \$10,000 that are to be imported into the customs territory of the
> United States for delivery to the Government under this contract,
> either as end products or for incorporation into end products. The
> Contractor shall furnish the notice to the Contracting Officer at
> least 20 calendar days before the importation. The notice shall
> identify the---
>
> \(i\) Foreign supplies;
>
> \(ii\) Estimated amount of duty; and
>
> \(iii\) Country of origin.
>
> \(2\) The Contracting Officer will determine whether any of these
> supplies should be accorded duty‑free entry and will notify the
> Contractor within 10 calendar days after receipt of the Contractor\'s
> notification.
>
> \(3\) Except as otherwise approved by the Contracting Officer, the
> contract price shall be reduced by (or the allowable cost shall not
> include) the amount of duty that would be payable if the supplies were
> not entered duty‑free.
>
> \(d\) The Contractor is not required to provide the notification under
> paragraph (c) of this clause for purchases of foreign supplies if‑‑
>
> \(1\) The supplies are identical in nature to items purchased by the
> Contractor or any subcontractor in connection with its commercial
> business; and
>
> \(2\) Segregation of these supplies to ensure use only on Government
> contracts containing duty‑free entry provisions is not economical or
> feasible.
>
> \(e\) The Contractor shall claim duty‑free entry only for supplies to
> be delivered to the Government under this contract, either as end
> products or incorporated into end products, and shall pay duty on
> supplies, or any portion of them, other than scrap, salvage, or
> competitive sale authorized by the Contracting Officer, diverted to
> nongovernmental use.
>
> \(f\) The Government will execute any required duty‑free entry
> certificates for supplies to be accorded duty‑free entry and will
> assist the Contractor in obtaining duty‑free entry for these supplies.
>
> \(g\) Shipping documents for supplies to be accorded duty‑free entry
> shall consign the shipments to the contracting agency in care of the
> Contractor and shall include the---
>
> \(1\) Delivery address of the Contractor (or contracting agency, if
> appropriate);
>
> \(2\) Government prime contract number;
>
> \(3\) Identification of carrier;
>
> \(4\) Notation \`\`UNITED STATES GOVERNMENT, \_\_\_\_\_\_ \[agency\],
> \_\_\_\_\_\_ Duty‑free entry to be claimed pursuant to Item No(s)
> \_\_\_\_\_\_ \[fromTariff Schedules\] \_\_\_\_\_\_, Harmonized Tariff
> Schedules of the United States. Upon arrival of shipment at port of
> entry, District Director of Customs, please release shipment under 19
> CFR part 142 and notify \[cognizant contract administration office\]
> for execution of Customs Forms 7501 and 7501‑A and any required
> duty‑free entry certificates.\'\';
>
> \(5\) Gross weight in pounds (if freight is based on space tonnage,
> state cubic feet in addition to gross shipping weight); and
>
> \(6\) Estimated value in United States dollars.
>
> \(h\) The Contractor shall instruct the foreign supplier to‑‑
>
> \(1\) Consign the shipment as specified in paragraph (g) of this
> clause;
>
> \(2\) Mark all packages with the words \`\`UNITED STATES
> GOVERNMENT\'\' and the title of the contracting agency; and
>
> \(3\) Include with the shipment at least two copies of the bill of
> lading (or other shipping document) for use by the District Director
> of Customs at the port of entry.
>
> \(i\) The Contractor shall provide written notice to the cognizant
> contract administration office immediately after notification by the
> Contracting Officer that duty‑free entry will be accorded foreign
> supplies or, for duty‑free supplies identified in the Schedule, upon
> award by the Contractor to the overseas supplier. The notice shall
> identify the---
>
> \(1\) Foreign supplies;
>
> \(2\) Country of origin;
>
> \(3\) Contract number; and
>
> \(4\) Scheduled delivery date(s).
>
> \(j\) The Contractor shall include the substance of this clause in any
> subcontract if‑‑
>
> \(1\) Supplies identified in the Schedule to be accorded duty‑free
> entry will be imported into the customs territory of the United
> States; or
>
> \(2\) Other foreign supplies in excess of \$10,000 may be imported
> into the customs territory of the United States.

# FAR 52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (FEB 2006) (M046, M069, M092)

> \(a\) Except as authorized by the Office of Foreign Assets Control
> (OFAC) in the Department of the Treasury, the Contractor shall not
> acquire, for use in the performance of this contract, any supplies or
> services if any proclamation, Executive order, or statute administered
> by OFAC, or if OFAC's implementing regulations at 31 CFR Chapter V,
> would prohibit such a transaction by a person subject to the
> jurisdiction of the United States.
>
> \(b\) Except as authorized by OFAC, most transactions involving Cuba,
> Iran, and Sudan are prohibited, as are most imports from North Korea,
> into the United States or its outlying areas. Lists of entities and
> individuals subject to economic sanctions are included in OFAC's List
> of Specially Designated Nationals and Blocked Persons at
> [[http://www.treas.gov/offices/enforcement/ofac/sdn]{.underline}](http://www.treas.gov/offices/enforcement/ofac/sdn).
> More information about these restrictions, as well as updates, is
> available in the OFAC's regulations at 31 CFR Chapter V and/or on
> OFAC's website at
> [[http://www.treas.gov/offices/enforcement/ofac]{.underline}](http://www.treas.gov/offices/enforcement/ofac).
>
> \(c\) The Contractor shall insert this clause, including this
> paragraph (c), in all subcontracts

# DEAR 970.5227-4 \-- AUTHORIZATION AND CONSENT (AUG 2002) (M029)

> \(a\) The Government authorizes and consents to all use and
> manufacture of any invention described in and covered by a United
> States patent in the performance of this contract or any subcontract
> at any tier.
>
> \(b\) If the Contractor is sued for copyright infringement or
> anticipates the filing of such a lawsuit, the Contractor may request
> authorization and consent to copy a copyrighted work from the
> contracting officer. Programmatic necessity is a major consideration
> for DOE in determining whether to grant such request.
>
> \(c\) (1) The Contractor agrees to include, and require inclusion of,
> the Authorization and Consent clause at 52.227-1, without Alternate 1,
> but suitably modified to identify the parties, in all subcontracts
> expected to exceed \$100,000 at any tier for supplies or services,
> including construction, architect-engineer services, and materials,
> supplies, models, samples, and design or testing services.
>
> \(2\) The Contractor agrees to include, and require inclusion of,
> paragraph (a) of this Authorization and Consent clause, suitably
> modified to identify the parties, in all subcontracts at any tier for
> research and development activities expected to exceed \$100,000.
>
> \(3\) Omission of an authorization and consent clause from any
> subcontract, including those valued less than \$100,000 does not
> affect this authorization and consent.

# DEAR 970.5227‑5 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT (AUG 2002) (M029)

> \(a\) The Contractor shall report to the Contracting Officer promptly
> and in reasonable written detail, each notice or claim of patent or
> copyright infringement based on the performance of this contract of
> which the Contractor has knowledge.
>
> \(b\) If any person files a claim or suit against the Government on
> account of any alleged patent or copyright infringement arising out of
> the performance of this contract or out of the use of any supplies
> furnished or work or services performed hereunder, the Contractor
> shall furnish to the Government, when requested by the Contracting
> Officer, all evidence and information in possession of the Contractor
> pertaining to such suit or claim. Except where the Contractor has
> agreed to indemnify the Government, the Contractor shall furnish such
> evidence and information at the expense of the Government.
>
> \(c\) The Contractor agrees to include, and require inclusion of, this
> clause suitably modified to identify the parties, in all subcontracts
> at any tier expected to exceed \$100,000.

# FAR 52.227-3 PATENT INDEMNITY (APR 1984)

> \(a\) The Contractor shall indemnify the Government and its officers,
> agents, and employees against liability, including costs, for
> infringement of any United States patent (except a patent issued upon
> an application that is now or may hereafter be withheld from issue
> pursuant to a Secrecy Order under 35 U.S.C. 181) arising out of the
> manufacture or delivery of supplies, the performance of services, or
> the construction, alteration, modification, or repair of real property
> (hereinafter referred to as \"construction work\") under this
> contract, or out of the use or disposal by or for the account of the
> Government of such supplies or construction work.
>
> \(b\) This indemnity shall not apply unless the Contractor shall have
> been informed as soon as practicable by the Government of the suit or
> action alleging such infringement and shall have been given such
> opportunity as is afforded by applicable laws, rules, or regulations
> to participate in its defense. Further, this indemnity shall not apply
> to\--
>
> \(1\) An infringement resulting from compliance with specific written
> instructions of the Contracting Officer directing a change in the
> supplies to be delivered or in the materials or equipment to be used,
> or directing a manner of performance of the contract not normally used
> by the Contractor;
>
> \(2\) An infringement resulting from addition to or change in supplies
> or components furnished or construction work performed that was made
> subsequent to delivery or performance; or
>
> \(3\) A claimed infringement that is unreasonably settled without the
> consent of the Contractor, unless required by final decree of a court
> of competent jurisdiction.

# FAR 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL) (JUNE 1987)

> Except for data contained on pages \_\_\_\_\_, it is agreed that as a
> condition of award of this contract, and notwithstanding the
> conditions of any notice appearing thereon, the Government shall have
> unlimited rights (as defined in the \"Rights in Data\--General\"
> clause contained in this contract) in and to the technical data
> contained in the proposal dated \_\_\_\_\_\_\_\_\_\_\_\_, upon which
> this contract is based.

# FAR 52.229-10 NEW MEXICO GROSS RECEIPTS AND COMPENSATING TAX (OCT 1988) (As modified by DEAR 970.5204-4 (APR 2003) (M092)

> \(a\) Within thirty (30) days after award of this contract, the
> Contractor shall advise the State of New Mexico of this contract by
> registering with the State of New Mexico, Taxation and Revenue
> Department, Revenue Division, pursuant to the Tax Administration Act
> of the State of New Mexico and shall identify the contract number.
>
> \(b\) The Contractor shall pay the New Mexico gross receipts taxes,
> pursuant to the Gross Receipts and Compensating Tax Act of New Mexico,
> assessed against the contract fee and costs paid for performance of
> this contract, or of any part or portion thereof, within the State of
> New Mexico. The allowability of any gross receipts taxes or local
> option taxes lawfully paid to the State of New Mexico by the
> Contractor or its subcontractors will be determined in accordance with
> the Allowable Cost and Payment clause of this contract except as
> provided in paragraph (d) of this clause.
>
> \(c\) The Contractor shall submit applications for Nontaxable
> Transaction Certificates, Form CSR-3C, to the:
>
> State of New Mexico Taxation and Revenue Dept.\
> Revenue Division\
> PO Box 630\
> Santa Fe, New Mexico 87509
>
> When the Type 15 Nontaxable Transaction Certificate is issued by the
> Revenue Division, the Contractor shall use these certificates strictly
> in accordance with this contract, and the agreement between the
> (\*\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_) and the New Mexico Taxation and
> Revenue Department.
>
> \(d\) The Contractor shall provide Type 15 Nontaxable Transaction
> Certificates to each vendor in New Mexico selling tangible personal
> property to the Contractor for use in the performance of this
> contract. Failure to provide a Type 15 Nontaxable Transaction
> Certificate to vendors will result in the vendor's liability for the
> gross receipt taxes and those taxes, which are then passed on to the
> Contractor, shall not be reimbursable as an allowable cost by the
> Government.
>
> \(e\) The Contractor shall pay the New Mexico compensating user tax
> for any tangible personal property which is purchased pursuant to a
> Nontaxable Transaction Certificate if such property is not used for
> Federal purposes.
>
> \(f\) Out-of-state purchase of tangible personal property by the
> Contractor which would be otherwise subject to compensation tax shall
> be governed by the principles of this clause. Accordingly,
> compensating tax shall be due from the contractor only if such
> property is not used for Federal purposes.
>
> \(g\) The (\*\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_) may receive information
> regarding the Contractor from the Revenue Division of the New Mexico
> Taxation and Revenue Department and, at the discretion of the
> (\*\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_), may participate in any matters
> or proceedings pertaining to this clause or the above-mentioned
> Agreement. This shall not preclude the Contractor from having its own
> representative nor does it obligate the
> (\*\_\_\_\_\_\_\_\_\_\_\_\_\_\_) to represent its Contractor.
>
> \(h\) The Contractor agrees to insert the substance of this clause,
> including this paragraph (h), in each subcontract which meets the
> criteria in 29.401-4(b)(1) through (3) of the Federal Acquisition
> Regulation, 48 CFR Part 29.
>
> \(i\) Paragraphs (a) through (h) of this clause shall be null and void
> should the Agreement referred to in paragraph (c) of this clause be
> terminated; provided, however, that such termination shall not nullify
> obligations already incurred prior to the date of termination.
>
> \[\* Insert appropriate agency name in blanks.\]

# FAR 52.230‑2 COST ACCOUNTING STANDARDS (APR 1998)

> \(a\) Unless the Contract is exempt under 48 CFR 9903.201-1 and
> 9903.201-2, the provisions of 48 CFR, Part 9903 are incorporated
> herein by reference and the Contractor, in connection with this
> contract, shall‑
>
> \(1\) (*CAS‑covered Contracts Only*) By submission of a Disclosure
> Statement, disclose in writing the Contractor\'s cost accounting
> practices as required by 48 CFR 9903.202‑1 through 9903.202‑5,
> including methods of distinguishing direct costs from indirect costs
> and the basis used for allocating indirect costs. The practices
> disclosed for this Contract shall be the same as the practices
> currently disclosed and applied on all other contracts and
> subcontracts being performed by the Contractor and which contain a
> Cost Accounting Standards (CAS) clause. If the Contractor has notified
> the Contracting Officer that the Disclosure Statement contains trade
> secrets and commercial or financial information which is privileged
> and confidential, the Disclosure Statement shall be protected and
> shall not be released outside of the Government.
>
> \(2\) Follow consistently the Contractor\'s cost accounting practices
> in accumulating and reporting Contract performance cost data
> concerning this contract. If any change in cost accounting practices
> is made for the purposes of any contract or subcontract subject to CAS
> requirements, the change must be applied prospectively to this
> Contract and the Disclosure Statement must be amended accordingly. If
> the Contract price or cost allowance of this Contract is affected by
> such changes, adjustment shall be made in accordance with subparagraph
> (a)(4) or (a)(5) of this clause, as appropriate.
>
> \(3\) Comply with all CAS, including any modifications and
> interpretations indicated thereto contained in 48 CFR Part 9904, in
> effect on the date of award of this Contract or, if the Contractor has
> submitted cost or pricing data, on the date of final agreement on
> price as shown on the Contractor\'s signed certificate of current cost
> or pricing data. The Contractor shall also comply with any CAS (or
> modifications to CAS) which hereafter become applicable to a contract
> or subcontract of the Contractor. Such compliance shall be required
> prospectively from the date of applicability to such contract or
> subcontract.
>
> \(4\) (i) Agree to an equitable adjustment as provided in the Changes
> clause of this Contract if the Contract cost is affected by a change
> which, pursuant to subparagraph (a)(3) of this clause, the Contractor
> is required to make to the Contractor\'s established cost accounting
> practices.
>
> \(ii\) Negotiate with the Contracting Officer to determine the terms
> and conditions under which a change may be made to a cost accounting
> practice, other than a change made under other provisions of
> subparagraph (a)(4) of this clause; provided that no agreement may be
> made under this provision that will increase costs paid by the United
> States.
>
> \(iii\) When the parties agree to a change to a cost accounting
> practice, other than a change under subdivision (a)(4)(i) of this
> clause, negotiate an equitable adjustment as provided in the Changes
> clause of this contract.
>
> \(5\) Agree to an adjustment of the Contract price or cost allowance,
> as appropriate, if the Contractor or a subcontractor fails to comply
> with an applicable Cost Accounting Standard, or to follow any cost
> accounting practice consistently and such failure results in any
> increased costs paid by the United States. Such adjustment shall
> provide for recovery of the increased costs to the United States,
> together with interest thereon computed at the annual rate established
> under section 6621 of the Internal Revenue Code of 1986 (26 U.S.C.
> 6621) for such period, from the time the payment by the United States
> was made to the time the adjustment is effected. In no case shall the
> Government recover costs greater than the increased cost to the
> Government, in the aggregate, on the relevant contracts subject to the
> price adjustment, unless the Contractor made a change in its cost
> accounting practices of which it was aware or should have been aware
> at the time of price negotiations and which it failed to disclose to
> the Government.
>
> \(b\) If the parties fail to agree whether the Contractor or a
> subcontractor has complied with an applicable CAS in 48 CFR, Part 9904
> or a CAS rule or regulation in 48 CFR, Part 9903 and as to any cost
> adjustment demanded by the United States, such failure to agree will
> constitute a dispute under the Contract Disputes Act (41 U.S.C. 601).
>
> \(c\) The Contractor shall permit any authorized representatives of
> the Government to examine and make copies of any documents, papers, or
> records relating to compliance with the requirements of this clause.
>
> \(d\) The Contractor shall include in all negotiated subcontracts
> which the Contractor enters into, the substance of this clause, except
> paragraph (b), and shall require such inclusion in all other
> subcontracts, of any tier, including the obligation to comply with all
> CAS in effect on the subcontractor\'s award date or if the
> subcontractor has submitted cost or pricing data, on the date of final
> agreement on price as shown on the subcontractor\'s signed Certificate
> of Current Cost or Pricing Data. If the subcontract is awarded to a
> business unit which pursuant to 48 CFR 9903.201-2 is subject to other
> types of CAS coverage, the substance of the applicable clause set
> forth in subsection 30.201-4 of the Federal Acquisition Regulation
> shall be inserted. This requirement shall apply only to negotiated
> subcontracts in excess of \$500,000, except that the requirement shall
> not apply to negotiated subcontracts otherwise exempt from the
> requirement to include a CAS clause as specified in 48 CFR 9903.201-1.

# FAR 52.230-6 ADMINISTRATION OF COST ACCOUNTING STANDARDS (APR 2005) (M092)

> For the purpose of administering the Cost Accounting Standards (CAS)
> requirements under this contract, the Contractor shall take the steps
> outlined in paragraphs (b) through (i) and (k) through (n) of this
> clause:
>
> \(a\) *Definitions.* As used in this clause---
>
> "Affected CAS-covered contract or subcontract" means a contract or
> subcontract subject to CAS rules and regulations for which a
> Contractor or subcontractor---
>
> \(1\) Used one cost accounting practice to estimate costs and a
> changed cost accounting practice to accumulate and report costs under
> the contract or subcontract; or
>
> \(2\) Used a noncompliant practice for purposes of estimating or
> accumulating and reporting costs under the contract or subcontract.
>
> "Cognizant Federal agency official (CFAO)" means the Contracting
> Officer assigned by the cognizant Federal agency to administer the
> CAS.
>
> "Desirable change" means a compliant change to a Contractor\'s
> established or disclosed cost accounting practices that the CFAO finds
> is desirable and not detrimental to the Government and is, therefore,
> not subject to the no increased cost prohibition provisions of
> CAS-covered contracts and subcontracts affected by the change.
>
> "Fixed-price contracts and subcontracts" means---
>
> \(1\) Fixed-price contracts and subcontracts described at FAR 16.202,
> 16.203, (except when price adjustments are based on actual costs of
> labor or material, described at 16.203-1(a)(2)), and 16.207;
>
> \(2\) Fixed-price incentive contracts and subcontracts where the price
> is not adjusted based on actual costs incurred (FAR Subpart 16.4);
>
> \(3\) Orders issued under indefinite-delivery contracts and
> subcontracts where final payment is not based on actual costs incurred
> (FAR Subpart 16.5); and
>
> \(4\) The fixed-hourly rate portion of time-and-materials and
> labor-hours contracts and subcontracts (FAR Subpart 16.6).
>
> "Flexibly-priced contracts and subcontracts means"---
>
> \(1\) Fixed-price contracts and subcontracts described 16.203-1(a)(2)
> at FAR 16.204, 16.205, and 16.206;
>
> \(2\) Cost-reimbursement contracts and subcontracts (FAR Subpart
> 16.3);
>
> \(3\) Incentive contracts and subcontracts where the price may be
> adjusted based on actual costs incurred (FAR Subpart 16.4);
>
> \(4\) Orders issued under indefinite-delivery contracts and
> subcontracts where final payment is based on actual costs incurred
> (FAR Subpart 16.5); and
>
> \(5\) The materials portion of time-and-materials contracts and
> subcontracts (FAR Subpart 16.6).
>
> "Noncompliance" means a failure in estimating, accumulating, or
> reporting costs to---
>
> \(1\) Comply with applicable CAS; or
>
> \(2\) Consistently follow disclosed or established cost accounting
> practices.
>
> "Required change" means---
>
> \(1\) A change in cost accounting practice that a Contractor is
> required to make in order to comply with a CAS, or a modification or
> interpretation thereof, that subsequently becomes applicable to
> existing CAS-covered contracts or subcontracts due to the receipt of
> another CAS-covered contract or subcontract; or
>
> \(2\) A prospective change to a disclosed or established cost
> accounting practice when the CFAO determines that the former practice
> was in compliance with applicable CAS and the change is necessary for
> the Contractor to remain in compliance.
>
> "Unilateral change" means a change in cost accounting practice from
> one compliant practice to another compliant practice that a Contractor
> with a CAS-covered contract(s) or subcontract(s) elects to make that
> has not been deemed a desirable change by the CFAO and for which the
> Government will pay no aggregate increased costs.
>
> \(b\) Submit to the CFAO a description of any cost accounting practice
> change as outlined in paragraphs (b)(1) through (3) of this clause
> (including revisions to the Disclosure Statement, if applicable), and
> any written statement that the cost impact of the change is
> immaterial. If a change in cost accounting practice is implemented
> without submitting the notice required by this paragraph, the CFAO may
> determine the change to be a failure to follow paragraph (a)(2) of the
> clause at FAR 52.230-2, Cost Accounting Standards; paragraph (a)(4) of
> the clause at FAR 52.230-3, Disclosure and Consistency of Cost
> Accounting Practices; or paragraph (a)(2) of the clause at FAR
> 52.230-5, Cost Accounting Standards---Educational Institution.
>
> \(1\) When a description has been submitted for a change in cost
> accounting practice that is dependent on a contact award and that
> contract is subsequently awarded, notify the CFAO within 15 days after
> such award.
>
> \(2\) For any change in cost accounting practice not covered by (b)(1)
> of this clause that is required in accordance with paragraphs (a)(3)
> and (a)(4)(i) of the clause at FAR 52.230-2; or paragraphs (a)(3),
> (a)(4)(i), or (a)(4)(iv) of the clause at FAR 52.230-5; submit a
> description of the change to the CFAO not less than 60 days (or such
> other date as may be mutually agreed to by the CFAO and the
> Contractor) before implementation of the change.
>
> \(3\) For any change in cost accounting practices proposed in
> accordance with paragraph (a)(4)(ii) or (iii) of the clauses at FAR
> 52.230-2 and FAR 52.230-5; or with paragraph (a)(3) of the clause at
> FAR 52.230-3, submit a description of the change not less than 60 days
> (or such other date as may be mutually agreed to by the CFAO and the
> Contractor) before implementation of the change. If the change
> includes a proposed retroactive date submit supporting rationale.
>
> \(4\) Submit a description of the change necessary to correct a
> failure to comply with an applicable CAS or to follow a disclosed
> practice (as contemplated by paragraph (a)(5) of the clause at FAR
> 52.230-2 and FAR 52.230-5; or by paragraph (a)(4) of the clause at FAR
> 52.230‑3)---
>
> \(i\) Within 60 days (or such other date as may be mutually agreed to
> by the CFAO and the Contractor) after the date of agreement with the
> CFAO that there is a noncompliance; or
>
> \(ii\) In the event of Contractor disagreement, within 60 days after
> the CFAO notifies the Contractor of the determination of
> non-compliance.
>
> \(c\) When requested by the CFAO, submit on or before a date specified
> by the CFAO---
>
> \(1\) A general dollar magnitude (GDM) proposal in accordance with
> paragraph (d) or (g) of this clause. The Contractor may submit a
> detailed cost-impact (DCI) proposal in lieu of the requested GDM
> proposal provided the DCI proposal is in accordance with paragraph (e)
> or (h) of this clause;
>
> \(2\) A detailed cost-impact (DCI) proposal in accordance with
> paragraph (e) or (h) of this clause;
>
> \(3\) For any request for a desirable change that is based on the
> criteria in FAR 30.603-2(b)(3)(ii), the data necessary to demonstrate
> the required cost savings; and
>
> \(4\) For any request for a desirable change that is based on criteria
> other than that in FAR 30.603-2(b)(3)(ii), a GDM proposal and any
> other data necessary for the CFAO to determine if the change is a
> desirable change.
>
> \(d\) For any change in cost accounting practice subject to paragraph
> (b)(1), (b)(2), or (b)(3) of this clause, the GDM proposal shall---
>
> \(1\) Calculate the cost impact in accordance with paragraph (f) of
> this clause;
>
> \(2\) Use one or more of the following methods to determine the
> increase or decrease in cost accumulations:
>
> \(i\) A representative sample of affected CAS-covered contracts and
> subcontracts.
>
> \(ii\) The change in indirect rates multiplied by the total estimated
> base computed for each of the following groups:
>
> \(A\) Fixed-price contracts and subcontracts.
>
> \(B\) Flexibly-priced contracts and subcontracts.
>
> \(iii\) Any other method that provides a reasonable approximation of
> the total increase or decrease in cost accumulations for all affected
> fixed-price and flexibly-priced contracts and subcontracts;
>
> \(3\) Use a format acceptable to the CFAO but, as a minimum, include
> the following data:
>
> \(i\) The estimated increase or decrease in cost accumulations by
> Executive agency, including any impact the change may have on contract
> and subcontract incentives, fees, and profits, for each of the
> following groups:
>
> \(A\) Fixed-price contracts and subcontracts.
>
> \(B\) Flexibly-priced contracts and subcontracts.
>
> \(ii\) For unilateral changes, the increased or decreased costs to the
> Government for each of the following groups:
>
> \(A\) Fixed-price contracts and subcontracts.
>
> \(B\) Flexibly-priced contracts and subcontracts; and
>
> \(4\) When requested by the CFAO, identify all affected CAS-covered
> contracts and subcontracts.
>
> \(e\) For any change in cost accounting practice subject to paragraph
> (b)(1), (b)(2), or (b)(3) of this clause, the DCI proposal shall---
>
> \(1\) Show the calculation of the cost impact in accordance with
> paragraph (f) of this clause;
>
> \(2\) Show the estimated increase or decrease in cost accumulations
> for each affected CAS-covered contract and subcontract unless the CFAO
> and Contractor agree to include---
>
> \(i\) Only those affected CAS-covered contracts and subcontracts
> having an estimate to complete exceeding a specified amount; and
>
> \(ii\) An estimate of the total increase or decrease in cost
> accumulations for all affected CAS-covered contracts and subcontracts,
> using the results in paragraph (e)(2)(i) of this clause;
>
> \(3\) Use a format acceptable to the CFAO but, as a minimum, include
> the information in paragraph (d)(3) of this clause; and
>
> \(4\) When requested by the CFAO, identify all affected CAS-covered
> contracts and subcontracts.
>
> \(f\) For GDM and DCI proposals that are subject to the requirements
> of paragraph (d) or (e) of this clause, calculate the cost impact as
> follows:
>
> \(1\) The cost impact calculation shall include all affected
> CAS-covered contracts and subcontracts regardless of their status
> (*i.e.*, open or closed) or the fiscal year in which the costs were
> incurred (*i.e.*, whether or not the final indirect rates have been
> established).
>
> \(2\) For unilateral changes---
>
> \(i\) Determine the increased or decreased cost to the Government for
> flexibly-priced contracts and subcontracts as follows:
>
> \(A\) When the estimated cost to complete using the changed practice
> exceeds the estimated cost to complete using the current practice, the
> difference is increased cost to the Government.
>
> \(B\) When the estimated cost to complete using the changed practice
> is less than the estimated cost to complete using the current
> practice, the difference is decreased cost to the Government;
>
> \(ii\) Determine the increased or decreased cost to the Government for
> fixed-priced contracts and subcontracts as follows:
>
> \(A\) When the estimated cost to complete using the changed practice
> is less than the estimated cost to complete using the current
> practice, the difference is increased cost to the Government.
>
> \(B\) When the estimated cost to complete using the changed practice
> exceeds the estimated cost to complete using the current practice, the
> difference is decreased cost to the Government;
>
> \(iii\) Calculate the total increase or decrease in contract and
> subcontract incentives, fees, and profits associated with the
> increased or decreased costs to the Government in accordance with 48
> CFR 9903.306(c). The associated increase or decrease is based on the
> difference between the negotiated incentives, fees, and profits and
> the amounts that would have been negotiated had the cost impact been
> known at the time the contracts and subcontracts were negotiated; and
>
> \(iv\) Calculate the increased cost to the Government in the
> aggregate.
>
> \(3\) For equitable adjustments for required or desirable changes---

> \(i\) Estimated increased cost accumulations are the basis for
> increasing contract prices, target prices and cost ceilings; and
>
> \(ii\) Estimated decreased cost accumulations are the basis for
> decreasing contract prices, target prices and cost ceilings.
>
> \(g\) For any noncompliant cost accounting practice subject to
> paragraph (b)(4) of this clause, prepare the GDM proposal as follows:
>
> \(1\) Calculate the cost impact in accordance with paragraph (i) of
> this clause.
>
> \(2\) Use one or more of the following methods to determine the
> increase or decrease in contract and subcontract prices or cost
> accumulations, as applicable:
>
> \(i\) A representative sample of affected CAS-covered contracts and
> subcontracts.
>
> \(ii\) When the noncompliance involves cost accumulation the change in
> indirect rates multiplied by the applicable base for only
> flexibly-priced contracts and subcontracts.
>
> \(iii\) Any other method that provides a reasonable approximation of
> the total increase or decrease.
>
> \(3\) Use a format acceptable to the CFAO but, as a minimum, include
> the following data:
>
> \(i\) The total increase or decrease in contract and subcontract price
> and cost accumulations, as applicable, by Executive agency, including
> any impact the noncompliance may have on contract and subcontract
> incentives, fees, and profits, for each of the following groups:
>
> \(A\) Fixed-price contracts and subcontracts.
>
> \(B\) Flexibly-priced contracts and subcontracts.
>
> \(ii\) The increased or decreased cost to the Government for each of
> the following groups:
>
> \(A\) Fixed-price contracts and subcontracts.
>
> \(B\) Flexibly-priced contracts and subcontracts.
>
> \(iii\) The total overpayments and underpayments made by the
> Government during the period of noncompliance.
>
> \(4\) When requested by the CFAO, identify all CAS-covered contracts
> and subcontracts.
>
> \(h\) For any noncompliant practice subject to paragraph (b)(4) of
> this clause, prepare the DCI proposal as follows:
>
> \(1\) Calculate the cost impact in accordance with paragraph (i) of
> this clause.
>
> \(2\) Show the increase or decrease in price and cost accumulations
> for each affected CAS-covered contract and subcontract unless the CFAO
> and Contractor agree to---
>
> \(i\) Include only those affected CAS-covered contracts and
> subcontracts having---
>
> \(A\) Contract and subcontract values exceeding a specified amount
> when the noncompliance involves estimating costs; and
>
> \(B\) Incurred costs exceeding a specified amount when the
> noncompliance involves accumulating costs; and
>
> \(ii\) Estimate the total increase or decrease in price and cost
> accumulations for all affected CAS-covered contracts and subcontracts
> using the results in paragraph (h)(2)(i) of this clause.
>
> \(3\) Use a format acceptable to the CFAO that, as a minimum, include
> the information in paragraph (g)(3) of this clause.
>
> \(4\) When requested by the CFAO, identify all CAS-covered contracts
> and subcontracts.
>
> \(i\) For GDM and DCI proposals that are subject to the requirements
> of paragraph (g) or (h) of this clause, calculate the cost impact as
> follows:
>
> \(1\) The cost impact calculation shall include all affected
> CAS-covered contracts and subcontracts regardless of their status
> (*i.e.,* open or closed) or the fiscal year in which the costs are
> incurred (*i.e.*, whether or not the final indirect rates have been
> established).
>
> \(2\) For non-compliances that involve estimating costs, determine the
> increased or decreased cost to the Government for fixed-price
> contracts and subcontracts as follows:
>
> \(i\) When the negotiated contract or subcontract price exceeds what
> the negotiated price would have been had the Contractor used a
> compliant practice, the difference is increased cost to the
> Government.
>
> \(ii\) When the negotiated contract or subcontract price is less than
> what the negotiated price would have been had the Contractor used a
> compliant practice, the difference is decreased cost to the
> Government.
>
> \(3\) For non-compliances that involve accumulating costs, determine
> the increased or decreased cost to the Government for flexibly-priced
> contracts and subcontracts as follows:
>
> \(i\) When the costs that were accumulated under the noncompliant
> practice exceed the costs that would have been accumulated using a
> compliant practice (from the time the noncompliant practice was first
> implemented until the date the noncompliant practice was replaced with
> a compliant practice), the difference is increased cost to the
> Government.
>
> \(ii\) When the costs that were accumulated under the noncompliant
> practice are less than the costs that would have been accumulated
> using a compliant practice (from the time the noncompliant practice
> was first implemented until the date the noncompliant practice was
> replaced with a compliant practice), the difference is decreased cost
> to the Government.
>
> \(4\) Calculate the total increase or decrease in contract and
> subcontracts incentives, fees, and profits associated with the
> increased or decreased cost to the Government in accordance with 48
> CFR 9903.306(c). The associated increase or decrease is based on the
> difference between the negotiated incentives, fees, and profits and
> the amounts that would have been negotiated had the Contractor used a
> compliant practice.
>
> \(5\) Calculate the increased cost to the Government in the aggregate.
>
> \(j\) If the Contractor does not submit the information required by
> paragraph (b) or (c) of this clause within the specified time, or any
> extension granted by the CFAO, the CFAO may take one or both of the
> following actions:
>
> \(1\) Withhold an amount not to exceed 10 percent of each subsequent
> amount payment to the Contractor's affected CAS-covered contracts, (up
> to the estimated general dollar magnitude of the cost impact), until
> such time as the Contractor provides the required information to the
> CFAO.
>
> \(2\) Issue a final decision in accordance with FAR 33.211 and
> unilaterally adjust the contract(s) by the estimated amount of the
> cost impact.
>
> \(k\) Agree to---
>
> \(1\) Contract modifications to reflect adjustments required in
> accordance with paragraph (a)(4)(ii) or (a)(5) of the clauses at FAR
> 52.230-2 and 52.230-5; or with paragraph (a)(3)(i) or (a)(4) of the
> clause at FAR 52.230-3; and
>
> \(2\) Repay the Government for any aggregate increased cost paid to
> the Contractor.
>
> \(l\) For all subcontracts subject to the clauses at FAR 52.230-2,
> 52.230-3, or 52.230-5---
>
> \(1\) So state in the body of the subcontract, in the letter of award,
> or in both (do not use self-deleting clauses);
>
> \(2\) Include the substance of this clause in all negotiated
> subcontracts; and
>
> \(3\) Within 30 days after award of the subcontract, submit the
> following information to the Contractor's CFAO:

(i) Subcontractor's name and subcontract number.

> \(ii\) Dollar amount and date of award.
>
> \(iii\) Name of Contractor making the award.
>
> \(m\) Notify the CFAO in writing of any adjustments required to
> subcontracts under this contract and agree to an adjustment to this
> contract price or estimated cost and fee. The Contractor shall---
>
> \(1\) Provide this notice within 30 days after the Contractor receives
> the proposed subcontract adjustments; and
>
> \(2\) Include a proposal for adjusting the higher-tier subcontract or
> the contract appropriately.
>
> \(n\) For subcontracts containing the clause or substance of the
> clause at FAR 52.230-2, FAR 52.230-3, or FAR 52.230-5, require the
> subcontractor to comply with all Standards in effect on the date of
> award or of final agreement on price, as shown on the subcontractor's
> signed Certificate of Current Cost or Pricing Data, whichever is
> earlier.

# FAR 52.232‑17 INTEREST (JUN 1996)

\(a\) Except as otherwise provided in this Contract under a Price
Reduction for Defective Cost or Pricing Data clause or a Cost Accounting
Standards clause, all amounts that become payable by the Contractor to
the Government under this Contract (net of any applicable tax credit
under the Internal Revenue Code (26 U.S.C. 1481)) shall bear simple
interest from the date due until paid unless paid within 30 days of
becoming due. The interest rate shall be the interest rate established
by the Secretary of the Treasury as provided in Section 12 of the
Contract Disputes Act of 1978 (Public Law 95‑563), which is applicable
to the period in which the amount becomes due, as provided in paragraph
(b) of this clause, and then at the rate applicable for each six‑month
period as fixed by the Secretary until the amount is paid.

\(b\) Amounts shall be due at the earliest of the following dates:

\(1\) The date fixed under this contract.

\(2\) The date of the first written demand for payment consistent with
this contract, including any demand resulting from a default
termination.

\(3\) The date the Government transmits to the Contractor proposed
supplemental agreement to confirm completed negotiations establishing
the amount of debt.

\(4\) If this Contract provides for revision of prices, the date of
written notice to the Contractor stating the amount of refund payable in
connection with a pricing proposal or a negotiated pricing agreement not
confirmed by Contract modification.

\(c\) The interest charge made under this clause may be reduced under
the procedures prescribed in 32.614-2 of the Federal Acquisition
Regulation in effect on the date of this contract.

# FAR 52.232-24 PROHIBITION OF ASSIGNMENT OF CLAIMS (JAN 1986)

> The assignment of claims under the Assignment of Claims Act of 1940,
> as amended, 31 U.S.C. 3727, 41 U.S.C. 15, is prohibited for this
> contract.

# FAR 52.233-1 DISPUTES (JUL 2002) ALTERNATE I (DEC 1991) (M046)

> \(a\) This contract is subject to the Contract Disputes Act of 1978,
> as amended (41 U.S.C. 601-613).
>
> \(b\) Except as provided in the Act, all disputes arising under or
> relating to this contract shall be resolved under this clause.
>
> \(c\) \"Claim,\" as used in this clause, means a written demand or
> written assertion by one of the contracting parties seeking, as a
> matter of right, the payment of money in a sum certain, the adjustment
> or interpretation of contract terms, or other relief arising under or
> relating to this contract. However, a written demand or written
> assertion by the Contractor seeking the payment of money exceeding
> \$100,000 is not a claim under the Act until certified. A voucher,
> invoice, or other routine request for payment that is not in dispute
> when submitted is not a claim under the Act. The submission may be
> converted to a claim under the Act, by complying with the submission
> and certification requirements of this clause, if it is disputed
> either as to liability or amount or is not acted upon in a reasonable
> time.
>
> \(d\) (1) A claim by the Contractor shall be made in writing and,
> unless otherwise stated in this contract, submitted within 6 years
> after accrual of the claim to the Contracting Officer for a written
> decision. A claim by the Government against the Contractor shall be
> subject to a written decision by the Contracting Officer.
>
> \(2\) (i) The Contractor shall provide the certification specified in
> paragraph (d)(2)(iii) of this clause when submitting any claim
> exceeding \$100,000.
>
> \(ii\) The certification requirement does not apply to issues in
> controversy that have not been submitted as all or part of a claim.
>
> \(iii\) The certification shall state as follows: \"I certify that the
> claim is made in good faith; that the supporting data are accurate and
> complete to the best of my knowledge and belief; that the amount
> requested accurately reflects the contract adjustment for which the
> Contractor believes the Government is liable; and that I am duly
> authorized to certify the claim on behalf of the Contractor.\"
>
> \(3\) The certification may be executed by any person duly authorized
> to bind the Contractor with respect to the claim.
>
> \(e\) For Contractor claims of \$100,000 or less, the Contracting
> Officer must, if requested in writing by the Contractor, render a
> decision within 60 days of the request. For Contractor-certified
> claims over \$100,000, the Contracting Officer must, within 60 days,
> decide the claim or notify the Contractor of the date by which the
> decision will be made.
>
> \(f\) The Contracting Officer\'s decision shall be final unless the
> Contractor appeals or files a suit as provided in the Act.
>
> \(g\) If the claim by the Contractor is submitted to the Contracting
> Officer or a claim by the Government is presented to the Contractor,
> the parties, by mutual consent, may agree to use alternative dispute
> resolution (ADR). If the Contractor refuses an offer for ADR, the
> Contractor shall inform the Contracting Officer, in writing, of the
> Contractor\'s specific reasons for rejecting the offer.
>
> \(h\) The Government shall pay interest on the amount found due and
> unpaid from (1) the date that the Contracting Officer receives the
> claim (certified, if required); or (2) the date that payment otherwise
> would be due, if that date is later, until the date of payment. With
> regard to claims having defective certifications, as defined in FAR
> 33.201, interest shall be paid from the date that the Contracting
> Officer initially receives the claim. Simple interest on claims shall
> be paid at the rate, fixed by the Secretary of the Treasury as
> provided in the Act, which is applicable to the period during which
> the Contracting Officer receives the claim and then at the rate
> applicable for each 6-month period as fixed by the Treasury Secretary
> during the pendency of the claim.
>
> \(i\) The Contractor shall proceed diligently with performance of this
> contract, pending final resolution of any request for relief, claim,
> appeal, or action arising under or relating to the contract, and
> comply with any decision of the Contracting Officer.

# FAR 52.233‑3 PROTEST AFTER AWARD (AUG 1996)(ALTERNATE 1) (JUN 1985)

> \(a\) Upon receipt of a notice of protest (as defined in FAR 33.101)
> or a determination that a protest is likely (see FAR 33.102(d)), the
> Contracting Officer may, by written order to the Contractor, direct
> the Contractor to stop performance of the work called for by this
> contract. The order shall be specifically identified as a stop-work
> order issued under this clause. Upon receipt of the order, the
> Contractor shall immediately comply with its terms and take all
> reasonable steps to minimize the incurrence of costs allocable to the
> work covered by the order during the period of work stoppage. Upon
> receipt of the final decision in the protest, the Contracting Officer
> shall either\--
>
> \(1\) Cancel the stop-work order; or
>
> \(2\) Terminate the work covered by the order as provided in the
> \"Termination\" clause of this contract.
>
> \(b\) If a stop‑work order issued under this clause is canceled either
> before or after a final decision in the protest, the Contractor shall
> resume work. The Contracting Officer shall make an equitable
> adjustment in the delivery schedule, the estimated cost, the fee, or a
> combination thereof, and in any other terms of the contract that may
> be affected, and the contract shall be modified, in writing,
> accordingly, if‑‑

\(1\) The stop‑work order results in an increase in the time required
for, or in the Contractor\'s cost properly allocable to, the performance
of any part of this contract; and

\(2\) The Contractor asserts its right to an adjustment within 30 days
after the end of the period of work stoppage, provided, that if the
Contracting Officer decides the facts justify the action, the
Contracting Officer may receive and act upon a proposal at any time
before final payment under this Contract.

\(c\) If a stop-work order is not canceled and the work covered by the
order is terminated for the convenience of the Government, the
Contracting Officer shall allow reasonable costs resulting from the
stop-work order in arriving at the termination settlement.

\(d\) If a stop-work order is not canceled and the work covered by the
order is terminated for default, the Contracting Officer shall allow, by
equitable adjustment or otherwise, reasonable costs resulting from the
stop-work order.

\(e\) The Government\'s rights to terminate this Contract at any time
are not affected by action taken under this clause.

> \(f\) If, as the result of the Contractor's intentional or negligent
> misstatement, misrepresentation, or miscertifications, a protest
> related to this Contract is sustained, and the Government pays costs,
> as provided in FAR 33.102(b)(2) or 33.104(h)(1), the Government may
> require the Contractor to reimburse the Government the amount of such
> costs. In addition to any other remedy available, and pursuant to the
> requirements of Subpart 32.6, the Government may collect this debt by
> offsetting the amount against any payment due the Contractor under any
> contract between the Contractor and the Government.

# FAR 57.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984)

> The Contractor shall use reasonable care to avoid damaging existing
> buildings, equipment, and vegetation on the Government installation.
> If the Contractor\'s failure to use reasonable care causes damage to
> any of this property, the Contractor shall replace or repair the
> damage at no expense to the Government as the Contracting Officer
> directs. If the Contractor fails or refuses to make such repair or
> replacement, the Contractor shall be liable for the cost, which may be
> deducted from the contract price.

# FAR 52.237‑3 CONTINUITY OF SERVICES (JAN 1991)

\(a\) The Contractor recognizes that the services under this Contract
are vital to the Government and must be continued without interruption
and that, upon Contract expiration or termination, a successor, either
the Government or another Contractor, may continue them. The Contractor
agrees to (1) furnish phase‑in training and (2) exercise its best
efforts and cooperation to effect an orderly and efficient transition to
a successor.

\(b\) The Contractor shall, upon the Contracting Officer's written
notice, (1) furnish phase-in, phase-out services for up to 90 days after
this Contract expires and (2) negotiate in good faith a plan with a
successor to determine the nature and extent of phase‑in, phase‑out
services required. The plan shall specify a training program and a date
for transferring responsibilities for each division of work described in
the plan, and shall be subject to the Contracting Officer\'s approval.
The Contractor shall provide sufficient experienced personnel during the
phase‑in, phase-out period to ensure that the services called for by
this Contract are maintained at the required level of proficiency.

\(c\) The Contractor shall allow as many personnel as practicable to
remain on the job to help the successor maintain the continuity and
consistency of the services required by this contract. The Contractor
also shall disclose necessary personnel records and allow the successor
to conduct on‑site interviews with these employees. If selected
employees are agreeable to the change, the Contractor shall release them
at a mutually agreeable date and negotiate transfer of their earned
fringe benefits to the successor.

\(d\) The Contractor shall be reimbursed for all reasonable phase-in,
phase-out costs (i.e., costs incurred within the agreed period after
Contract expiration that result from phase‑in, phase‑out operations) and
a fee (profit) not to exceed a pro rata portion of the fee (profit)
under this contract.

# FAR 52.242‑1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984)

\(a\) Notwithstanding any other clause of this contract‑‑

\(1\) The Contracting Officer may at any time issue to the Contractor a
written notice of intent to disallow specified costs incurred or planned
for incurrence under this Contract that have been determined not to be
allowable under the Contract terms; and

\(2\) The Contractor may, after receiving a notice under subparagraph
(1) above, submit a written response to the Contracting Officer with
justification for allowance of the costs. If the Contractor does respond
within 60 days, the Contracting Officer shall, within 60 days of
receiving the response, either make a written withdrawal of the notice
or issue a written decision.

\(b\) Failure to issue a notice under this Notice of Intent to Disallow
Costs clause shall not affect the Government\'s rights to take exception
to incurred costs.

# FAR 52.242‑13 BANKRUPTCY (JUL 1995)

> In the event the Contractor enters into proceedings relating to
> bankruptcy, whether voluntary or involuntary, the Contractor agrees to
> furnish, by certified mail or electronic commerce method authorized by
> the contract, written notification of the bankruptcy to the
> Contracting Officer responsible for administering the contract. This
> notification shall be furnished within five days of the initiation of
> the proceedings relating to bankruptcy filing. This notification shall
> include the date on which the bankruptcy petition was filed, the
> identity of the court in which the bankruptcy petition was filed, and
> a listing of Government contract numbers and contracting offices for
> all Government contracts against which final payment has not been
> made. This obligation remains in effect until final payment under this
> contract.

# FAR 52.244‑5 COMPETITION IN SUBCONTRACTING (DEC 1996)

\(a\) The Contractor shall select subcontractors (including suppliers)
on a competitive basis to the maximum practical extent consistent with
the objectives and requirements of the contract.

\(b\) If the Contractor is an approved mentor under the Department of
Defense Pilot Mentor-Protégé Program (Pub. L. 101-510, section 831 as
amended), the Contractor may award subcontracts under this Contract on a
noncompetitive basis to its protégés.

# FAR 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (MAR 2007) (M029, M046, M069, M092, M107)

> \(a\) *Definitions.* As used in this clause---
>
> "Commercial item" has the meaning contained Federal Acquisition
> Regulation 2.101, Definitions.
>
> "Subcontract" includes a transfer of commercial items between
> divisions, subsidiaries, or affiliates of the Contractor or
> subcontractor at any tier.
>
> \(b\) To the maximum extent practicable, the Contractor shall
> incorporate, and require its subcontractors at all tiers to
> incorporate, commercial items or nondevelopmental items as components
> of items to be supplied under this contract.
>
> \(c\) (1) The Contractor shall insert the following clauses in
> subcontracts for commercial items:
>
> \(i\) 52.219-8, Utilization of Small Business Concerns (May 2004) (15
> U.S.C. 637(d)(2)(3)), in all subcontracts that offer further
> subcontracting opportunities. If the subcontract (except subcontracts
> to small business concerns) exceed \$550,000 (\$1,000,000 for
> construction of any public facility), the subcontractor must include
> 52.219-8 in lower tier subcontracts that offer subcontracting
> opportunities.
>
> \(ii\) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).
>
> \(iii\) 52.222-35, Equal Opportunity for Special Disabled Veterans,
> Veterans of the Vietnam Era, and Other Eligible Veterans (Sep 2006)
> (38 U.S.C. 4212(a));
>
> \(iv\) 52.222-36, Affirmative Action for Workers with Disabilities
> (Jun 1998) (29 U.S.C. 793).
>
> \(v\) 52.222-39, Notification of Employee Rights Concerning Payment of
> Union Dues or Fees (Dec 2004) (E.O. 13201). (Flow down a required in
> accordance with paragraph (g) of FAR clause 52.222-39.)
>
> \(vi\) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial
> Vessels (Feb 2006) (46 U.S.C. Appx 1241 and 10 U.S.C. 2631) (flow down
> required in accordance with paragraph (d) of FAR clause 52.247-64).
>
> \(2\) While not required, the Contractor may flow down to subcontracts
> for commercial items a minimal number of additional clauses necessary
> to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including
    this paragraph (d), in subcontracts awarded under this contract.

# FAR 52.223-11 OZONE-DEPLETING SUBSTANCES (MAY 2001) (M046)

> \(a\) Definition. \"Ozone-depleting substance,\" as used in this
> clause, means any substance the Environmental Protection Agency
> designates in 40 CFR part 82 as-
>
> \(1\) Class I, including, but not limited to, chlorofluorocarbons,
> halons, carbon tetrachloride, and methyl chloroform; or
>
> \(2\) Class II, including, but not limited to,
> hydrochlorofluorocarbons.
>
> \(b\) The Contractor shall label products which contain or are
> manufactured with ozone-depleting substances in the manner and to the
> extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR part
> 82, Subpart E, as follows:
>
> Warning
>
> Contains (or manufactured with, if applicable) \*\_\_\_\_\_\_\_, a
> substance(s) which harm(s) public health and environment by destroying
> ozone in the upper atmosphere.
>
> \* The Contractor shall insert the name of the substance(s).

# FAR 52.247-1 COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006) (M092)

> When the Contracting Officer authorizes supplies to be shipped on a
> commercial bill of lading and the Contractor will be reimbursed these
> transportation costs as direct allowable costs, the Contractor shall
> ensure before shipment is made that the commercial shipping documents
> are annotated with either of the following notations, as appropriate:
>
> \(a\) If the Government is shown as the consignor or the consignee,
> the annotation shall be: Transportation is for the \_\_\_\_\_\_ \[name
> the specific agency\] and the actual total transportation charges paid
> to the carrier(s) by the or consignee are assignable to, and shall be
> reimbursed by, the Government.
>
> \(b\) If the Government is not shown as the consignor or the
> consignee, the annotation shall be: Transportation is for the
> \_\_\_\_\_\_ \[name the specific agency\] and the actual total
> transportation charges paid to the carrier(s) by the consignor or
> consignee shall be reimbursed by the Government, pursuant to
> cost-reimbursement contract No. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. This
> may be confirmed by contacting \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
> \[Name and address of the contract administration office listed in the
> contract\].

# FAR 52.247‑63 PREFERENCE FOR U.S. FLAG AIR CARRIERS (JUN 2003) (M046)

> \(a\) *Definitions*. As used in this clause-
>
> \"International air transportation\" means transportation by air
> between a place in the United States and a place outside the
> United States or between two places both of which are outside the
> United States.
>
> \"United States\" means the 50 States, the District of Columbia, the
> Commonwealth of Puerto Rico, and possessions of the United States.
>
> \"U.S.-flag air carrier\" means an air carrier holding a certificate
> under 49 U.S.C., Chapter 411.
>
> \(b\) Section 5 of the International Air Transportation Fair
> Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act)
> requires that all Federal agencies and Government Contractors and
> subcon­tractors use U.S.-flag air carriers for U.S. Government‑financed
> international air transportation of personnel (and their personal
> effects) or property, to the extent that service by those carriers is
> available. It requires the Comptroller General of the United States,
> in the absence of satisfactory proof of the necessity of foreign flag
> air transportation, to disallow expenditures from funds, appropriated
> or otherwise established for the account of the United States, for
> international air transportation secured aboard a foreign-flag air
> carrier if a U.S.-flag air carrier is available to provide such
> services.
>
> \(c\) If available, the Contractor agrees, in performing work under
> this contract, to use U.S.-flag air carriers for international air
> transportation of personnel (and their personal effects) or property.
>
> \(d\) In the event that the Contractor selects a carrier other than a
> U.S.-flag air carrier for international air transportation, the
> Contractor shall include a statement on vouchers involving such
> transportation essentially as follows:

STATEMENT OF UNAVAILABILITY OF

U.S.-FLAG AIR CARRIERS

> International air transportation of persons (and their personal
> effects) or property by U.S.-flag air carrier was not available or it
> was necessary to use foreign-flag air carrier service for the
> following reasons (see Section 47.403 of the Federal Acquisition
> Regulation): \[State reasons\]:

(End of Statement)

> \(e\) The Contractor shall include the substance of this clause,
> including this paragraph (e), in each subcontract or purchase under
> this Contract that may involve international air transportation.

# FAR 52.247‑64 PREFERENCE FOR PRIVATELY‑OWNED U.S.-FLAG COMMERCIAL VESSELS (FEB 2006) (M046, M092)

> \(a\) Except as provided in paragraph (e) of this clause, the Cargo
> Preference Act of 1954 (46 U.S.C. App. 1241(b)) requires that Federal
> departments and agencies shall transport in privately owned U.S.-flag
> commercial vessels at least 50 percent of the gross tonnage of
> equipment, materials, or commodities that may be transported in ocean
> vessels (computed separately for dry bulk carriers, dry cargo liners,
> and tankers). Such transportation shall be accomplished when any
> equipment, materials, or commodities, located within or outside the
> United States, that may be transported by ocean vessel are---
>
> \(1\) Acquired for a U.S. Government agency account;
>
> \(2\) Furnished to, or for the account of, any foreign nation without
> provision for reimbursement;
>
> \(3\) Furnished for the account of a foreign nation in connection with
> which the United States advances funds or credits, or guarantees the
> convertibility of foreign currencies; or
>
> \(4\) Acquired with advance of funds, loans, or guaranties made by or
> on behalf of the United States.
>
> \(b\) The Contractor shall use privately owned U.S.-flag commercial
> vessels to ship at least 50 percent of the gross tonnage involved
> under this contract (computed separately for dry bulk carriers, dry
> cargo liners, and tankers) whenever shipping any equipment, materials,
> or commodities under the conditions set forth in paragraph (a) of this
> clause, to the extent that such vessels are available at rates that
> are fair and reasonable for privately owned U.S.-flag commercial
> vessels.
>
> \(c\) (1) The Contractor shall submit one legible copy of a rated
> on-board ocean bill of lading for each shipment to both---

(i) The Contracting Officer, and

(ii) The:

> Office of Cargo Preference\
> Maritime Administration (MAR-590)\
> 400 Seventh Street, SW\
> Washington DC 20590.
>
> Subcontractor bills of lading shall be submitted through the Prime
> Contractor.
>
> \(2\) The Contractor shall furnish these bill of lading copies
>
> \(i\) within 20 working days of the date of loading for shipments
> originating in the United States, or (ii) within 30 working days for
> shipments originating outside the United States. Each bill of lading
> copy shall contain the following information:
>
> \(A\) Sponsoring U.S. Government agency.
>
> \(B\) Name of vessel.
>
> \(C\) Vessel flag of registry.
>
> \(D\) Date of loading.
>
> \(E\) Port of loading.
>
> \(F\) Port of final discharge.
>
> \(G\) Description of commodity.
>
> \(H\) Gross weight in pounds and cubic feet if available.
>
> \(I\) Total ocean freight revenue in U.S. dollars.
>
> \(d\) The Contractor shall insert the substance of this clause,
> including this paragraph (d), in all subcontracts or purchase orders
> under this contract, except those described in paragraph (e)(4).
>
> \(e\) The requirement in paragraph (a) does not apply to---
>
> \(1\) Cargoes carried in vessels as required or authorized by law or
> treaty;
>
> \(2\) Ocean transportation between foreign countries of supplies
> purchased with foreign currencies made available, or derived from
> funds that are made available, under the Foreign Assistance Act
> of 1961 (22 U.S.C. 2353);
>
> \(3\) Shipments of classified supplies when the classification
> prohibits the use of non-Government vessels; and
>
> \(4\) Subcontracts or purchase orders for the acquisition of
> commercial items unless---
>
> \(i\) This contract is---
>
> \(A\) A contract or agreement for ocean transportation services; or
>
> \(B\) A construction contract; or
>
> \(ii\) The supplies being transported are---
>
> \(A\) Items the Contractor is reselling or distributing to the
> Government without adding value. (Generally, the Contractor does not
> add value to the items when it subcontracts items for f.o.b.
> destination shipment); or
>
> \(B\) Shipped in direct support of U.S. military---
>
> \(1\) Contingency operations;
>
> \(2\) Exercises; or
>
> \(3\) Forces deployed in connection with United Nations or North
> Atlantic Treaty Organization humanitarian or peacekeeping operations.
>
> \(f\) Guidance regarding fair and reasonable rates for privately owned
> U.S.-flag commercial vessels may be obtained from the:
>
> Office of Costs and Rates\
> Maritime Administration\
> 400 Seventh Street, SW\
> Washington DC 20590\
> Phone: (202) 366-4610.

# FAR 52.249-6 TERMINATION (COST REIMBURSEMENT) (MAY 2004) (M046, M069)

> \(a\) The Government may terminate performance of work under this
> contract in whole or, from time to time, in part, if
>
> \(1\) The Contracting Officer determines that a termination is in the
> Government\'s interest; or
>
> \(2\) The Contractor defaults in performing this contract and fails to
> cure the default within 10 days (unless extended by the Contracting
> Officer) after receiving a notice specifying the default. \"Default\"
> includes failure to make progress in the work so as to endanger
> performance.
>
> \(b\) The Contracting Officer shall terminate by delivering to the
> Contractor a Notice of Termination specifying whether termination is
> for default of the Contractor or for convenience of the Government,
> the extent of termination, and the effective date. If, after
> termination for default, it is determined that the Contractor was not
> in default or that the Contractor\'s failure to perform or to make
> progress in performance is due to causes beyond the control and
> without the fault or negligence of the Contractor as set forth in the
> Excusable Delays clause, the rights and obligations of the parties
> will be the same as if the termination was for the convenience of the
> Government.
>
> \(c\) After receipt of a Notice of Termination, and except as directed
> by the Contracting Officer, the Contractor shall immediately proceed
> with the following obligations, regardless of any delay in determining
> or adjusting any amounts due under this clause:
>
> \(1\) Stop work as specified in the notice.
>
> \(2\) Place no further subcontracts or orders (referred to as
> subcontracts in this clause), except as necessary to complete the
> continued portion of the contract.
>
> \(3\) Terminate all subcontracts to the extent they relate to the work
> terminated.
>
> \(4\) Assign to the Government, as directed by the Contracting
> Officer, all right, title, and interest of the Contractor under the
> subcontracts terminated, in which case the Government shall have the
> right to settle or to pay any termination settlement proposal arising
> out of those terminations.
>
> \(5\) With approval or ratification to the extent required by the
> Contracting Officer, settle all outstanding liabilities and
> termination settlement proposals arising from the termination of
> subcontracts, the cost of which would be reimbursable in whole or in
> part, under this contract; approval or ratification will be final for
> purposes of this clause.
>
> \(6\) Transfer title (if not already transferred) and, as directed by
> the Contracting Officer, deliver to the Government
>
> \(i\) The fabricated or unfabricated parts, work in process, completed
> work, supplies, and other material produced or acquired for the work
> terminated;
>
> \(ii\) The completed or partially completed plans, drawings,
> information, and other property that, if the contract had been
> completed, would be required to be furnished to the Government; and
>
> \(iii\) The jigs, dies, fixtures, and other special tools and tooling
> acquired or manufactured for this contract, the cost of which the
> Contractor has been or will be reimbursed under this contract.
>
> \(7\) Complete performance of the work not terminated.
>
> \(8\) Take any action that may be necessary, or that the Contracting
> Officer may direct, for the protection and preservation of the
> property related to this contract that is in the possession of the
> Contractor and in which the Government has or may acquire an interest.
>
> \(9\) Use its best efforts to sell, as directed or authorized by the
> Contracting Officer, any property of the types referred to in
> paragraph (c)(6) of this clause; *provided, however*, that the
> Contractor
>
> \(i\) is not required to extend credit to any purchaser and
>
> \(ii\) may acquire the property under the conditions prescribed by,
> and at prices approved by, the Contracting Officer. The proceeds of
> any transfer or disposition will be applied to reduce any payments to
> be made by the Government under this contract, credited to the price
> or cost of the work, or paid in any other manner directed by the
> Contracting Officer.
>
> \(d\) The Contractor shall submit complete termination inventory
> schedules no later than 120 days from the effective date of
> termination, unless extended in writing by the Contracting Officer
> upon written request of the Contractor within this 120-day period.
>
> \(e\) After expiration of the plant clearance period as defined in
> Subpart 49.001 of the Federal Acquisition Regulation, the Contractor
> may submit to the Contracting Officer a list, certified as to quantity
> and quality, of termination inventory not previously disposed of,
> excluding items authorized for disposition by the Contracting Officer.
> The Contractor may request the Government to remove those items or
> enter into an agreement for their storage. Within 15 days, the
> Government will accept the items and remove them or enter into a
> storage agreement. The Contracting Officer may verify the list upon
> removal of the items, or if stored, within 45 days from submission of
> the list, and shall correct the list, as necessary, before final
> settlement.
>
> \(f\) After termination, the Contractor shall submit a final
> termination settlement proposal to the Contracting Officer in the form
> and with the certification prescribed by the Contracting Officer. The
> Contractor shall submit the proposal promptly, but no later than 1
> year from the effective date of termination, unless extended in
> writing by the Contracting Officer upon written request of the
> Contractor within this 1-year period. However, if the Contracting
> Officer determines that the facts justify it, a termination settlement
> proposal may be received and acted on after 1 year or any extension.
> If the Contractor fails to submit the proposal within the time
> allowed, the Contracting Officer may determine, on the basis of
> information available, the amount, if any, due the Contractor because
> of the termination and shall pay the amount determined.
>
> \(g\) Subject to paragraph (f) of this clause, the Contractor and the
> Contracting Officer may agree on the whole or any part of the amount
> to be paid (including an allowance for fee) because of the
> termination. The contract shall be amended, and the Contractor paid
> the agreed amount.
>
> \(h\) If the Contractor and the Contracting Officer fail to agree in
> whole or in part on the amount of costs and/or fee to be paid because
> of the termination of work, the Contracting Officer shall determine,
> on the basis of information available, the amount, if any, due the
> Contractor, and shall pay that amount, which shall include the
> following:
>
> \(1\) All costs reimbursable under this contract, not previously paid,
> for the performance of this contract before the effective date of the
> termination, and those costs that may continue for a reasonable time
> with the approval of or as directed by the Contracting Officer;
> however, the Contractor shall discontinue those costs as rapidly as
> practicable.
>
> \(2\) The cost of settling and paying termination settlement proposals
> under terminated subcontracts that are properly chargeable to the
> terminated portion of the contract if not included in paragraph (h)(1)
> of this clause.
>
> \(3\) The reasonable costs of settlement of the work terminated,
> including
>
> \(i\) Accounting, legal, clerical, and other expenses reasonably
> necessary for the preparation of termination settlement proposals and
> supporting data;
>
> \(ii\) The termination and settlement of subcontracts (excluding the
> amounts of such settlements); and
>
> \(iii\) Storage, transportation, and other costs incurred, reasonably
> necessary for the preservation, protection, or disposition of the
> termination inventory. If the termination is for default, no amounts
> for the preparation of the Contractor\'s termination settlement
> proposal may be included.
>
> \(4\) A portion of the fee payable under the contract, determined as
> follows:
>
> \(i\) If the contract is terminated for the convenience of the
> Government, the settlement shall include a percentage of the fee equal
> to the percentage of completion of work contemplated under the
> contract, but excluding subcontract effort included in
> subcontractors\' termination proposals, less previous payments for
> fee.
>
> \(ii\) If the contract is terminated for default, the total fee
> payable shall be such proportionate part of the fee as the total
> number of articles (or amount of services) delivered to and accepted
> by the Government is to the total number of articles (or amount of
> services) of a like kind required by the contract.
>
> \(5\) If the settlement includes only fee, it will be determined under
> paragraph (h)(4) of this clause.
>
> \(i\) The cost principles and procedures in Part 31 of the Federal
> Acquisition Regulation, in effect on the date of this contract, shall
> govern all costs claimed, agreed to, or determined under this clause.
>
> \(j\) The Contractor shall have the right of appeal, under the
> Disputes clause, from any determination made by the Contracting
> Officer under paragraph (f), (h), or (l) of this clause, except that
> if the Contractor failed to submit the termination settlement proposal
> within the time provided in paragraph (f) and failed to request a time
> extension, there is no right of appeal. If the Contracting Officer has
> made a determination of the amount due under paragraph (f), (h) or (l)
> of this clause, the Government shall pay the Contractor
>
> \(1\) The amount determined by the Contracting Officer if there is no
> right of appeal or if no timely appeal has been taken; or
>
> \(2\) The amount finally determined on an appeal.
>
> \(k\) In arriving at the amount due the Contractor under this clause,
> there shall be deducted-
>
> \(1\) All unliquidated advance or other payments to the Contractor,
> under the terminated portion of this contract;
>
> \(2\) Any claim which the Government has against the Contractor under
> this contract; and
>
> \(3\) The agreed price for, or the proceeds of sale of materials,
> supplies, or other things acquired by the Contractor or sold under
> this clause and not recovered by or credited to the Government.
>
> \(l\) The Contractor and Contracting Officer must agree to any
> equitable adjustment in fee for the continued portion of the contract
> when there is a partial termination. The Contracting Officer shall
> amend the contract to reflect the agreement.
>
> \(m\) (1) The Government may, under the terms and conditions it
> prescribes, make partial payments and payments against costs incurred
> by the Contractor for the terminated portion of the contract, if the
> Contracting Officer believes the total of these payments will not
> exceed the amount to which the Contractor will be entitled.
>
> \(2\) If the total payments exceed the amount finally determined to be
> due, the Contractor shall repay the excess to the Government upon
> demand, together with interest computed at the rate established by the
> Secretary of the Treasury under 50 U.S.C. App. 1215(b)(2). Interest
> shall be computed for the period from the date the excess payment is
> received by the Contractor to the date the excess is repaid. Interest
> shall not be charged on any excess payment due to a reduction in the
> Contractor\'s termination settlement proposal because of retention or
> other disposition of termination inventory until 10 days after the
> date of the retention or disposition, or a later date determined by
> the Contracting Officer because of the circumstances.
>
> \(n\) The provisions of this clause relating to fee are inapplicable
> if this contract does not include a fee.

# FAR 52.251‑1 GOVERNMENT SUPPLY SOURCES (APR 1984)

> The Contracting Officer may issue the Contractor an authorization to
> use Government supply sources in the performance of this contract.
> Title to all property acquired by the Contractor under such an
> authorization shall vest in the Government unless otherwise specified
> in the contract. Such property shall not be considered to be
> \"Government-furnished property,\" as distinguished from \"Government
> property.\" The provisions of the clause entitled \"Government
> Property,\" except its paragraphs (a) and (b), shall apply to all
> property acquired under such authorization.

# FAR 52.251‑2 INTERAGENCY FLEET MANAGEMENT SYSTEM VEHICLES AND RELATED SERVICES (JAN 1991)

> The Contracting Officer may issue the Contractor an authorization to
> obtain Interagency Fleet Management System (IFMS) vehicles and related
> services for use in the performance of this contract. The use,
> service, and main­tenance of IFMS and the use of related services by
> the Contractor shall be in accordance with 41 CFR 101-39, and 41 CFR
> 101-38.301-1.

# FAR 52.252‑6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

> \(a\) The use in this solicitation or Contract of any Federal
> Acquisition Regulation (48 CFR Chapter 1) clause with an authorized
> deviation is indicated by the addition of \"(DEVIATION)\" after the
> date of the clause.
>
> \(b\) The use in this solicitation or Contract of any Department of
> Energy Acquisition Regulation (48 CFR Chapter 9) clause with an
> authorized deviation is indicated by the addition of \"(DEVIATION)\"
> after the name of the regulation.

# 

# FAR 52.253‑1 COMPUTER‑GENERATED FORMS (JAN 1991)

> \(a\) Any data required to be submitted on a Standard or Optional Form
> prescribed by the FAR may be submitted on a computer-generated version
> of the form, provided there is no change to the name, content, or
> sequence of the data elements on the form, and provided the form
> carries the Standard or Optional Form number and edition date.

\(b\) Unless prohibited by agency regulations, any data required to be
submitted on an agency‑unique form prescribed by an agency supplement to
the FAR may be submitted on a computer‑generated version of the form
provided there is no change to the name, content, or sequence of the
data elements on the form and provided the form carries the agency form
number and edition date.

(c) If the Contractor submits a computer‑generated version of a form
    that is different than the required form, then the rights and
    obligations of the parties will be determined based on the content
    of the required form.

# 

# DEAR 952.204‑2 SECURITY (MAY 2002) (M046)

> \(a\) *Responsibility*. It is the contractor\'s duty to safeguard all
> classified information, special nuclear material, and other DOE
> property. The contractor shall, in accordance with DOE security
> regulations and requirements, be responsible for safeguarding all
> classified information and protecting against sabotage, espionage,
> loss or theft of the classified documents and material in the
> contractor\'s possession in connection with the performance of work
> under this contract. Except as otherwise expressly provided in this
> contract, the contractor shall, upon completion or termination of this
> contract, transmit to DOE any classified matter in the possession of
> the contractor or any person under the contractor\'s control in
> connection with performance of this contract. If retention by the
> contractor of any classified matter is required after the completion
> or termination of the contract, the contractor shall identify the
> items and types or categories of matter proposed for retention, the
> reasons for the retention of the matter, and the proposed period of
> retention. If the retention is approved by the contracting officer,
> the security provisions of the contract shall continue to be
> applicable to the matter retained. Special nuclear material shall not
> be retained after the completion or termination of the contract.
>
> \(b\) *Regulations*. The contractor agrees to comply with all security
> regulations and requirements of DOE in effect on the date of award.
>
> \(c\) *Definition of classified information*. The term \"classified
> information\" means Restricted Data, Formerly Restricted Data, or
> National Security Information.
>
> \(d\) *Definition of restricted data*. The term \"Restricted Data\"
> means all data concerning (1) design, manufacture, or utilization of
> atomic weapons; (2) the production of special nuclear material; or (3)
> the use of special nuclear material in the production of energy, but
> shall not include data declassified or removed from the Restricted
> Data category pursuant to Section 142 of the Atomic Energy Act of
> 1954, as amended.
>
> \(e\) *Definition of formerly restricted data*. The term *\"Formerly
> Restricted Data\"* means all data removed from the Restricted Data
> category under section 142 d. of the Atomic Energy Act of 1954, as
> amended.
>
> \(f\) *Definition of National Security Information*. The term
> \"National Security Information\" means any information or material,
> regardless of its physical form or characteristics, that is owned by,
> produced for or by, or is under the control of the United States
> Government, that has been determined pursuant to Executive Order 12356
> or prior Orders to require protection against unauthorized disclosure,
> and which is so designated.
>
> \(g\) *Definition of Special Nuclear Material (SNM)*. *SNM* means: (1)
> plutonium, uranium enriched in the isotope 233 or in the isotope 235,
> and any other material which pursuant to the provisions of Section 51
> of the Atomic Energy Act of 1954, as amended, has been determined to
> be special nuclear material, but does not include source material; or
> (2) any material artificially enriched by any of the foregoing, but
> does not include source material.
>
> \(h\) *Security clearance of personnel*. The contractor shall not
> permit any individual to have access to any classified information,
> except in accordance with the Atomic Energy Act of 1954, as amended,
> Executive Order 12356, and the DOE\'s regulations or requirements
> applicable to the particular level and category of classified
> information to which access is required.
>
> \(i\) *Criminal liability*. It is understood that disclosure of any
> classified information relating to the work or services ordered
> hereunder to any person not entitled to receive it, or failure to
> safeguard any classified information that may come to the contractor
> or any person under the contractor\'s control in connection with work
> under this contract, may subject the contractor, its agents,
> employees, or subcontractors to criminal liability under the laws of
> the United States. (See the Atomic Energy Act of 1954, as amended, 42
> U.S.C. 2011 et seq.; 18 U.S.C. 793 and 794; and E.O. 12356.)
>
> \(j\) Foreign Ownership, Control or Influence.
>
> \(1\) The Contractor shall immediately provide the cognizant security
> office written notice of any change in the extent and nature of
> foreign ownership, control or influence over the Contractor which
> would affect any answer to the questions presented in the Certificate
> Pertaining to Foreign Interests, Standard Form 328 or the Foreign
> Ownership, Control or Influence questionnaire executed by the
> Contractor prior to the award of this contract. In addition, any
> notice of changes in ownership or control which are required to be
> reported to the Securities and Exchange Commission, the Federal Trade
> Commission, or the Department of Justice shall also be furnished
> concurrently to the Contracting Officer.
>
> \(2\) If a Contractor has changes involving foreign ownership, control
> or influence, DOE must determine whether the changes will pose an
> undue risk to the common defense and security. In making this
> determination, DOE will consider proposals made by the Contractor to
> avoid or mitigate foreign influences.
>
> \(3\) If the cognizant security office at any time determines that the
> Contractor is, or is potentially, subject to foreign ownership,
> control or influence, the Contractor shall comply with such
> instructions as the Contracting Officer shall provide in writing to
> safeguard any classified information or special nuclear material.
>
> \(4\) The Contractor agrees to insert terms that conform substantially
> to the language of this clause, including this paragraph, in all
> subcontracts under this contract that will require subcontractor
> employees to possess access authorizations. Additionally, the
> Contractor must require subcontractors to have an existing DOD or DOE
> Facility Clearance or submit a completed Certificate Pertaining to
> Foreign Interests, Standard Form 328, required in DEAR 952.204-73
> prior to award of a subcontract. Information to be provided by a
> subcontractor pursuant to this clause may be submitted directly to the
> Contracting Officer. For purposes of this clause, subcontractor means
> any subcontractor at any tier and the term \"Contracting Officer\"
> means the DOE Contracting Officer. When this clause is included in a
> subcontract, the term \"Contractor\" shall mean Subcontractor and the
> term \"contract\" shall mean subcontract.
>
> \(5\) The Contracting Officer may terminate this contract for default
> either if the Contractor fails to meet obligations imposed by this
> clause or if the Contractor creates a FOCI situation in order to avoid
> performance or a termination for default. The Contracting Officer may
> terminate this contract for convenience if the Contractor becomes
> subject to FOCI and for reasons other than avoidance of performance of
> the contract, cannot, or chooses not to, avoid or mitigate the FOCI
> problem.

# DEAR 952.204‑70 CLASSIFICATION/DECLASSIFICATION (SEP 1997)

> In the performance of work under this contract, the contractor or
> subcontractor shall comply with all provisions of the Department of
> Energy\'s regulations and mandatory DOE directives which apply to work
> involving the classification and declassification of information,
> documents, or material. In this section, "information" means facts,
> data, or knowledge itself; "document" means the physical medium on or
> in which information is recorded; and "material" means a product or
> substance which contains or reveals information, regardless of its
> physical form or characteristics. Classified information is
> "Restricted Data" and "Formerly Restricted Data" (classified under the
> Atomic Energy Act of 1954, as amended) and "National Security
> Information" (classified under Executive Order 12958 or prior
> Executive Orders).
>
> The original decision to classify or declassify information is
> considered an inherently Governmental function. For this reason, only
> Government personnel may serve as original classifiers, i.e., Federal
> Government Original Classifiers. Other personnel (Government or
> contractor) may serve as derivative classifiers which involves making
> classification decisions based upon classification guidance which
> reflect decisions made by Federal Government Original Classifiers.
>
> The contractor or subcontractor shall ensure that any document or
> material that may contain classified information is reviewed by either
> a Federal Government or a Contractor Derivative Classifier in
> accordance with classification regulations including mandatory DOE
> directives and classification/declassification guidance furnished to
> the contractor by the Department of Energy to determine whether it
> contains classified information prior to dissemination. For
> information which is not addressed in classification/declassification
> guidance, but whose sensitivity appears to warrant classification, the
> contractor or subcontractor shall ensure that such information is
> reviewed by a Federal Government Original Classifier.
>
> In addition, the contractor or subcontractor shall ensure that
> existing classified documents (containing either Restricted Data or
> Formerly Restricted Data or National Security Information) which are
> in its possession or under its control are periodically reviewed by a
> Federal Government or Contractor Derivative Declassifier in accordance
> with classification regulations, mandatory DOE directives and
> classification/declassification guidance furnished to the contractor
> by the Department of Energy to determine if the documents are no
> longer appropriately classified. Priorities for declassification
> review of classified documents shall be based on the degree of public
> and researcher interest and the likelihood of declassification upon
> review. Documents which no longer contain classified information are
> to be declassified. Declassified documents then shall be reviewed to
> determine if they are publicly releasable. Documents which are
> declassified and determined to be publicly releasable are to be made
> available to the public in order to maximize the public\'s access to
> as much Government information as possible while minimizing security
> costs.
>
> The contractor or subcontractor shall insert this clause in any
> subcontract which involves or may involve access to classified
> information.

# DEAR 952.204-73 FACILITY CLEARANCE (MAY 2002) (M046)

> As prescribed in 904.404(d)(5), insert the following provision in all
> solicitations which require the use of Standard Form 328, Certificate
> Pertaining to Foreign Interests for contracts or subcontracts subject
> to the provisions of 904.70.

FACILITY CLEARANCE (MAY 2002)

**NOTICES**

> Section 2536 of title 10, United States Code, prohibits the award of a
> contract under a national security program to an entity controlled by
> a foreign government if it is necessary for that entity to be given
> access to information in a proscribed category of information in order
> to perform the contract unless a waiver is granted by the Secretary of
> Energy. In addition, a Facility Clearance and foreign ownership,
> control and influence (FOCI) information are required when the
> contract or subcontract to be awarded is expected to require employees
> to have access authorizations.
>
> Offerors who have either a Department of Defense or a Department of
> Energy Facility Clearance generally need not resubmit the following
> foreign ownership information unless specifically requested to do so.
> Instead, provide your DOE Facility Clearance code or your DOD assigned
> commercial and government entity (CAGE) code. If uncertain, consult
> the office which issued this solicitation.
>
> \(a\) Use of Certificate Pertaining to Foreign Interests, Standard
> Form 328
>
> \(1\) The contract work anticipated by this solicitation will require
> access to classified information or special nuclear material. Such
> access will require a Facility Clearance for the Contractor
> organization and access authorizations (security clearances) for
> Contractor personnel working with the classified information or
> special nuclear material. To obtain a Facility Clearance the offeror
> must submit a Certificate Pertaining to Foreign Interests, Standard
> Form 328, and all required supporting documents to form a complete
> Foreign Ownership, Control or Influence (FOCI) Package.
>
> \(2\) Information submitted by the offeror in response to the Standard
> Form 328 will be used solely for the purposes of evaluating foreign
> ownership, control or influence and will be treated by DOE, to the
> extent permitted by law, as business or financial information
> submitted in confidence.
>
> \(3\) Following submission of a Standard Form 328 and prior to
> contract award, the Contractor shall immediately submit to the
> Contracting Officer written notification of any changes in the extent
> and nature of FOCI which could affect the offeror\'s answers to the
> questions in Standard Form 328. Following award of a contract, the
> Contractor must immediately submit to the cognizant security office
> written notification of any changes in the extent and nature of FOCI
> which could affect the offeror\'s answers to the questions in Standard
> Form 328. Notice of changes in ownership or control which are required
> to be reported to the Securities and Exchange Commission, the Federal
> Trade Commission, or the Department of Justice must also be furnished
> concurrently to the cognizant security office.
>
> \(b\) Definitions
>
> \(1\) Foreign Interest means any of the following:
>
> \(i\) A foreign government, foreign government agency, or
> representative of a foreign government;
>
> \(ii\) Any form of business enterprise or legal entity organized,
> chartered or incorporated under the laws of any country other than the
> United States or its possessions and trust territories; and
>
> \(iii\) Any person who is not a citizen or national of the United
> States.
>
> \(2\) *Foreign Ownership, Control, or Influence (FOCI)* means the
> situation where the degree of ownership, control, or influence over a
> Contractor by a foreign interest is such that a reasonable basis
> exists for concluding that compromise of classified information or
> special nuclear material may result.
>
> \(c\) Facility Clearance means an administrative determination that a
> facility is eligible to access, produce, use or store classified
> information, or special nuclear material. A Facility Clearance is
> based upon a determination that satisfactory safeguards and security
> measures are carried out for the activities being performed at the
> facility. It is DOE policy that all Contractors or Subcontractors
> requiring access authorizations be processed for a Facility Clearance
> at the level appropriate to the activities being performed under the
> contract. Approval for a Facility Clearance shall be based upon:
>
> \(1\) A favorable foreign ownership, control, or influence (FOCI)
> determination based upon the Contractor\'s response to the ten
> questions in Standard Form 328 and any required, supporting data
> provided by the Contractor;
>
> \(2\) A contract or proposed contract containing the appropriate
> security clauses;
>
> \(3\) Approved safeguards and security plans which describe protective
> measures appropriate to the activities being performed at the
> facility;
>
> \(4\) An established Reporting Identification Symbol code for the
> Nuclear Materials Management and Safeguards Reporting System if access
> to nuclear materials is involved;
>
> \(5\) A survey conducted no more than 6 months before the Facility
> Clearance date, with a composite facility rating of satisfactory, if
> the facility is to possess classified matter or special nuclear
> material at its location;
>
> \(6\) Appointment of a Facility Security Officer, who must possess or
> be in the process of obtaining an access authorization equivalent to
> the Facility Clearance; and, if applicable, appointment of a Materials
> Control and Accountability Representative; and
>
> \(7\) Access authorizations for key management personnel who will be
> determined on a case-by-case basis, and must possess or be in the
> process of obtaining access authorizations equivalent to the level of
> the Facility Clearance.
>
> \(d\) A Facility Clearance is required prior to the award of a
> contract requiring access to classified information and the granting
> of any access authorizations under a contract. Prior to award of a
> contract, the DOE must determine that award of the contract to the
> offeror will not pose an undue risk to the common defense and security
> as a result of its access to classified information or special nuclear
> material in the performance of the contract. The Contracting Officer
> may require the offeror to submit such additional information as
> deemed pertinent to this determination.
>
> \(e\) A Facility Clearance is required even for contracts that do not
> require the Contractor\'s corporate offices to receive, process,
> reproduce, store, transmit, or handle classified information or
> special nuclear material, but which require DOE access authorizations
> for the Contractor\'s employees to perform work at a DOE location.
> This type facility is identified as a non-possessing facility.
>
> \(f\) Except as otherwise authorized in writing by the Contracting
> Officer, the provisions of any resulting contract must require that
> the contractor insert provisions similar to the foregoing in all
> subcontracts and purchase orders. Any Subcontractors requiring access
> authorizations for access to classified information or special nuclear
> material shall be directed to provide responses to the questions in
> Standard Form 328, Certificate Pertaining to Foreign Interests,
> directly to the prime contractor or the Contracting Officer for the
> prime contract.
>
> **NOTICE TO OFFERORS - CONTENTS REVIEW**
>
> **(PLEASE REVIEW BEFORE SUBMITTING)**
>
> Prior to submitting the Standard Form 328, required by paragraph
> (a)(1) of this clause, the offeror should review the FOCI submission
> to ensure that:
>
> \(1\) The Standard Form 328 has been signed and dated by an authorized
> official of the company;
>
> \(2\) If publicly owned, the Contractor\'s most recent annual report,
> and its most recent proxy statement for its annual meeting of
> stockholders have been attached; or, if privately owned, the audited,
> consolidated financial information for the most recently closed
> accounting year has been attached;
>
> \(3\) A copy of the company\'s articles of incorporation and an
> attested copy of the company\'s by-laws, or similar documents filed
> for the company\'s existence and management, and all amendments to
> those documents;
>
> \(4\) A list identifying the organization\'s owners, officers,
> directors, and executive personnel, including their names, social
> security numbers, citizenship, titles of all positions they hold
> within the organization, and what clearances, if any, they possess or
> are in the process of obtaining, and identification of the government
> agency(ies) that granted or will be granting those clearances; and
>
> \(5\) A summary FOCI data sheet.
>
> NOTE: A FOCI submission must be attached for each tier parent
> organization (i.e., ultimate parent and any intervening levels of
> ownership). If any of these documents are missing, award of the
> contract cannot be completed.

# DEAR 952.208‑7 TAGGING OF LEASED VEHICLES (APR 1984)

> \(a\) DOE intends to use U.S. Government license tags.
>
> \(b\) While it is the intention that vehicles leased hereunder shall
> operate on Federal tags, the DOE reserves the right to utilize State
> tags if necessary to accomplish its mission. Should State tags be
> required, the Contractor shall furnish the DOE the documentation
> required by the State to acquire such tags.

# DEAR 952.209‑72 ORGANIZATIONAL CONFLICTS OF INTEREST (JUN 1997) (M013)

> \(a\) Purpose. The purpose of this clause is to ensure that the
> Contractor (1) is not biased because of its financial, contractual,
> organizational, or other interests which relate to the work under this
> contract, and (2) does not obtain any unfair competitive advantage
> over other parties by virtue of its performance of this Contract.
>
> \(b\) Scope. The restrictions described herein shall apply to
> performance or participation by the Contractor and any of its
> affiliates or their successors in interest (hereinafter collectively
> referred to as \"contractor\") in the activities covered by this
> clause as a prime contractor, subcontractor, cosponsor, joint
> venturer, consultant, or in any similar capacity. For the purpose of
> this clause, affiliation occurs when a business concern is controlled
> by or has the power to control another or when a third party has the
> power to control both.
>
> \(1\) Use of Contractor\'s Work Product.
>
> \(i\) The Contractor shall be ineligible to participate in any
> capacity in Department contracts, subcontracts, or proposals therefor
> (solicited and unsolicited) which stem directly from the Contractor\'s
> performance of work under this Contract for a period of five years
> after the completion of this contract. Furthermore, unless so directed
> in writing by the Contracting Officer, the Contractor shall not
> perform any advisory and assistance services work under this contract
> on any of its products or services or the products or services of
> another firm if the Contractor is or has been substantially involved
> in their development or marketing. Nothing in this subparagraph shall
> preclude the Contractor from competing for follow-on contracts for
> advisory and assistance services.
>
> \(ii\) If, under this Contract, the Contractor prepares a complete or
> essentially complete statement of work or specifications to be used in
> competitive acquisitions, the Contractor shall be ineligible to
> perform or participate in any capacity in any contractual effort which
> is based on such statement of work or specifications. The Contractor
> shall not incorporate its products or services in such statement of
> work or specifications unless so directed in writing by the
> Contracting Officer, in which case the restriction in this
> subparagraph shall not apply.
>
> \(iii\) Nothing in this paragraph shall preclude the Contractor from
> offering or selling its standard and commercial items to the
> Government.
>
> \(2\) Access to and use of information.
>
> \(i\) If the Contractor, in the performance of this Contract, obtains
> access to information, such as Department plans, policies, reports,
> studies, financial plans, internal data protected by the Privacy Act
> of 1974 (5 U.S.C. 552a), or data which has not been released or
> otherwise made available to the public, the Contractor agrees that
> without prior written approval of the Contracting Officer it shall
> not:
>
> \(A\) use such information for any private purpose unless the
> information has been released or otherwise made available to the
> public;
>
> \(B\) compete for work for the Department based on such information
> for a period of six (6) months after either the completion of this
> contract or until such information is released or otherwise made
> available to the public, whichever is first;
>
> \(C\) submit an unsolicited proposal to the Government which is based
> on such information until one year after such information is released
> or otherwise made available to the public; and
>
> \(D\) release such information unless such information has previously
> been released or otherwise made available to the public by the
> Department.
>
> \(ii\) In addition, the Contractor agrees that to the extent it
> receives or is given access to proprietary data, data protected by the
> Privacy Act of 1974 (5 U.S.C. 552a), or other confidential or
> privileged technical, business, or financial information under this
> contract, it shall treat such information in accordance with any
> restrictions imposed on such information.
>
> \(iii\) The Contractor may use technical data it first produces under
> this Contract for its private purposes consistent with paragraphs
> (b)(2)(i) (A) and (D) of this clause and the patent, rights in data,
> and security provisions of this Contract.
>
> \(c\) Disclosure after award.
>
> \(1\) The Contractor agrees that, if changes, including additions, to
> the facts disclosed by it prior to award of this contract, occur
> during the performance of this contract, it shall make an immediate
> and full disclosure of such changes in writing to the Contracting
> Officer. Such disclosure may include a description of any action which
> the Contractor has taken or proposes to take to avoid, neutralize, or
> mitigate any resulting conflict of interest. The Department may,
> however, terminate the contract for convenience if it deems such
> termination to be in the best interest of the Government.
>
> \(2\) In the event that the Contractor was aware of facts required to
> be disclosed or the existence of an actual or potential organizational
> conflict of interest and did not disclose such facts or such conflict
> of interest to the Contracting Officer, DOE may terminate this
> contract for default.
>
> \(d\) Remedies. For breach of any of the above restrictions or for
> nondisclosure or misrepresentation of any facts required to be
> disclosed concerning this Contract, including the existence of an
> actual or potential organizational conflict of interest at the time of
> or after award, the Government may terminate the contract for default,
> disqualify the contractor from subsequent related contractual efforts,
> and pursue such other remedies as may be permitted by law or this
> contract.
>
> \(e\) Waiver. Requests for waiver under this clause shall be directed
> in writing to the Contracting Officer and shall include a full
> description of the requested waiver and the reasons in support
> thereof. If it is determined to be in the best interests of the
> Government, the Contracting Officer may grant such a waiver in
> writing.
>
> \(f\) Subcontracts.
>
> \(1\) The Contractor shall include a clause, substantially similar to
> this clause, including this paragraph (f), in subcontracts expected to
> exceed the simplified acquisition threshold determined in accordance
> with FAR Part 13 and involving the performance of advisory and
> assistance services as that term is defined at FAR 37.201. The terms
> \"contract,\'\' \"contractor,\" and \"contracting officer\" shall be
> appropriately modified to preserve the Government\'s rights.
>
> \(2\) Prior to the award under this contract of any such subcontracts
> for advisory and assistance services, the Contractor shall obtain from
> the proposed subcontractor or consultant the disclosure required by
> DEAR 909.507-1, and shall determine in writing whether the interests
> disclosed present an actual or significant potential for an
> organizational conflict of interest. Where an actual or significant
> potential organizational conflict of interest is identified, the
> Contractor shall take actions to avoid, neutralize, or mitigate the
> organizational conflict to the satisfaction of the Contractor. If the
> conflict cannot be avoided or neutralized, the Contractor must obtain
> the approval of the DOE Contracting Officer prior to entering into the
> subcontract.

# 

# DEAR 952.217-70 ACQUISITION OF REAL PROPERTY (APR 1984)

> \(a\) Notwithstanding any other provisions of the Contract, the prior
> approval of the Contracting Officer shall be obtained when, in
> performance of this Contract, the Contractor acquires or proposes to
> acquire use of real property by:
>
> \(1\) Purchase, on the Government's behalf or in the Contractor's own
> name, with title eventually vesting in the Government.
>
> \(2\) Lease, and the Government assumes liability for, or will
> otherwise pay for the obligation under the lease as a reimbursable
> contract cost.
>
> \(3\) Acquisition of temporary interest through easement, license or
> permit, and the Government funds the entire cost of the temporary
> interest.
>
> \(b\) Justification of and execution of any real property acquisitions
> shall be in accordance and compliance with directions provided by the
> Contracting Officer.
>
> \(c\) The substance of this clause, including this paragraph (c),
> shall be included in any subcontract occasioned by this contract under
> which property described in paragraph (a) of this clause shall
> acquired.

# DEAR 952.223-75 PRESERVATION OF INDIVIDUAL OCCUPATIONAL RADIATION EXPOSURE RECORDS (APR 1984)

> Individual occupational radiation exposure records generated in the
> performance of work under this Contract shall be subject to inspection
> by DOE and shall be preserved by the contractor until disposal is
> authorized by DOE or at the option of the contractor delivered to DOE
> upon completion or termination of the contract. If the contractor
> exercises the foregoing option, title to such records shall vest in
> DOE upon delivery.

# DEAR 952.224‑70 PAPERWORK REDUCTION ACT (APR 1994)

> \(a\) In the event that it subsequently becomes a contractual
> requirement to collect or record information calling either for answer
> to iden­tical questions from 10 or more persons other than Federal
> employees, or information from Federal employees which is to be used
> for statistical compilations of general public interest, the Paperwork
> Reduction Act will apply to this contract. No plan, questionnaire,
> interview guide, or other similar device for collecting information
> (whether repetitive or single‑time) may be used without first
> obtaining clearance from the Office of Management and Budget (OMB).
>
> \(b\) The Contractor shall request the required OMB clearance from the
> Contracting Officer before expending any funds or making public
> contacts for the collection of data. The authority to expend funds and
> to proceed with the collection of data shall be in writing by the
> Contracting Officer. The Contractor must plan at least 90 days for OMB
> clearance. Excessive delay caused by the Government which arises out
> of causes beyond the control and without the fault or negligence of
> the Contractor will be considered in accordance with the clause
> entitled \"Excusable Delays,\" if such clause is applicable. If not,
> the period of performance may be extended pursuant to this clause if
> approved by the Contracting Officer.

# DEAR 952.226-74 DISPLACED EMPLOYEE HIRING PREFERENCE (JUN 1997)

> \(a\) Definition.
>
> Eligible employee means a current or former employee of a contractor
> or subcontractor employed at a Department of Energy Defense Nuclear
> Facility (1) whose position of employment has been, or will be,
> involuntarily terminated (except if terminated for cause), (2) who has
> also met the eligibility criteria contained in the Department of
> Energy guidance for contractor work force restructuring, as may be
> amended or supplemented from time to time, and (3) who is qualified
> for a particular job vacancy with the Department or one of its
> contractors with respect to work under its Contract with the
> Department at the time the particular position is available.
>
> \(b\) Consistent with Department of Energy guidance for contractor
> work force restructuring, as may be amended or supplemented from time
> to time, the contractor agrees that it will provide a preference in
> hiring to an eligible employee to the extent practicable for work
> performed under this contract.
>
> \(c\) The requirements of this clause shall be included in
> subcontracts at any tier (except for subcontracts for commercial items
> pursuant to 41 U.S.C. 403) expected to exceed \$500,000.

# RESERVED

# 

# DEAR 952.247-70 FOREIGN TRAVEL (DEC 2000) (Rev. M003, M007, M046)

> Contractor foreign travel shall be conducted pursuant to the
> requirements contained in DOE Order 551.1, Official Foreign Travel, or
> any subsequent version of the order in effect at the time of award.

# DEAR 952.250‑70 NUCLEAR HAZARDS INDEMNITY AGREEMENT (JUN 1996)

> \(a\) *Authority*. This clause is incorporated into this Contract
> pursuant to the authority contained in subsection 170d. of the Atomic
> Energy Act of 1954, as amended (hereinafter called the Act.)
>
> \(b\) *Definitions*. The definitions set out in the Act shall apply to
> this clause.
>
> \(c\) *Financial Protection*. Except as hereafter permitted or
> required in writing by DOE, the Contractor will not be required to
> provide or maintain, and will not provide or maintain at Government
> expense, any form of financial protection to cover public liability,
> as described in paragraph (d)(2) below. DOE may, however, at any time
> require in writing that the Contractor provide and maintain financial
> protection of such a type and in such amount as DOE shall determine to
> be appropriate to cover such public liability, provided that the costs
> of such financial protection are reimbursed to the Contractor by DOE.
>
> \(d\) *Indemnification*.

\(1\) To the extent that the Contractor and other persons indemnified
are not compensated by any financial protection permitted or required by
DOE, DOE will indemnify the Contractor and other persons indemnified
against (i) claims for public liability as described in subparagraph
(d)(2) of this clause; and (ii) such legal costs of the Contractor and
other persons indemnified as are approved by DOE, provided that DOE\'s
liability, including such legal costs, shall not exceed the amount set
forth in section 170e.(1)(B) of the Act in the aggregate for each
nuclear incident or precautionary evacuation occurring within the United
States or \$100 million in the aggregate for each nuclear incident
occurring outside the United States, irrespective of the number of
persons indemnified in connection with this contract.

\(2\) The public liability referred to in subparagraph (d)(1) of this
clause is public liability as defined in the Act which (i) arises out of
or in connection with the activities under this contract, including
transportation; and (ii) arises out of or results from a nuclear
incident or precautionary evacuation, as those terms are defined in the
Act.

> \(e\) Waiver of Defenses.

\(1\) In the event of a nuclear incident, as defined in the Act, arising
out of nuclear waste activities, as defined in the Act, the Contractor,
on behalf of itself and other persons indemnified, agrees to waive any
issue or defense as to charitable or governmental immunity.

\(2\) In the event of an extraordinary nuclear occurrence which:

\(i\) Arises out of, results from, or occurs in the course of the
construction, possession, or operation of a production or utilization
facility; or

\(ii\) Arises out of, results from, or occurs in the course of
transportation of source material, by‑product material, or special
nuclear material to or from a production or utilization facility; or

\(iii\) Arises out of or results from the possession, operation, or use
by the Contractor or a subcontractor of a device utilizing special
nuclear material or by‑product material, during the course of the
Contract activity; or

\(iv\) Arises out of, results from, or occurs in the course of nuclear
waste activities, the Contractor, on behalf of itself and other persons
indemnified, agrees to waive:

\(A\) Any issue or defense as to the conduct of the claimant (including
the conduct of persons through whom the claimant derives its cause of
action) or fault or persons indemnified, including, but not limited to:

[1]{.underline} Negligence;

[2]{.underline} Contributory negligence;

[3]{.underline} Assumption of risk; or

[4]{.underline} Unforeseeable intervening causes, whether involving the
conduct of a third person or an act of God;

\(B\) Any issue or defense as to charitable or governmental immunity;
and

\(C\) Any issue or defense based on any statute of limitations, if suit
is instituted within 3 years from the date on which the claimant first
knew, or reasonably could have known, of his injury or change and the
cause thereof. The waiver of any such issue or defense shall be
effective regardless of whether such issue or defense may otherwise be
deemed jurisdictional or relating to an element in the cause of action.
The waiver shall be judicially enforceable in accordance with its terms
by the claimant against the person indemnified.

\(v\) The term extraordinary nuclear occurrence means an event which DOE
has determined to be an extraordinary nuclear occurrence as defined in
the Act. A determination of whether or not there has been an
extraordinary nuclear occurrence will be made in accordance with the
procedures in 10 CFR part 840.

\(vi\) For the purposes of that determination, \"offsite\" as that term
is used in 10 CFR part 840 means away from \"the contract location\"
which phrase means any DOE facility, installation, or site at which
contractual activity under this Contract is being carried on, and any
Contractor‑owned or controlled facility, installation, or site at which
the Contractor is engaged in the performance of contractual activity
under this contract.

\(3\) The waivers set forth above:

\(i\) Shall be effective regardless of whether such issue or defense may
otherwise be deemed jurisdictional or relating to an element in the
cause of action;

\(ii\) Shall be judicially enforceable in accordance with its terms by
the claimant against the person indemnified;

\(iii\) Shall not preclude a defense based upon a failure to take
reasonable steps to mitigate damages;

\(iv\) Shall not apply injury or damage to a claimant or to a
claimant\'s property which is intentionally sustained by the claimant or
which results from a nuclear incident intentionally and wrongfully
caused by the claimant;

\(v\) Shall not apply to injury to a claimant who is employed at the
site of and in connection with the activity where the extraordinary
nuclear occurrence takes place, if benefits therefor are either payable
or required to be provided under any workmen\'s compensation or
occupational disease law;

\(vi\) Shall not apply to any claim resulting from a nuclear incident
occurring outside the United States;

\(vii\) Shall be effective only with respect to those obligations set
forth in this clause and in insurance policies, contracts or other proof
of financial protection; and

\(viii\) Shall not apply to, or prejudice the prosecution or defense of,
any claim or portion of claim which is not within the protection
afforded under (A) the limit of liability provisions under subsection
170e. of the Act, and (B) the terms of this agreement and the terms of
insurance policies, contracts, or other proof of financial protection.

> \(f\) *Notification and litigation of claims*. The Contractor shall
> give immediate written notice to DOE of any known action or claim
> filed or made against the Contractor or other person indemnified for
> public liability as defined in paragraph (d)(2). Except as otherwise
> directed by DOE, the Contractor shall furnish promptly to DOE, copies
> of all pertinent papers received by the Contractor or filed with
> respect to such actions of claims. DOE shall have the right to, and
> may collaborate with, the Contractor and any other person indemnified
> in the settlement or defense of any action or claim and shall have the
> right to (1) require the prior approval of DOE for the payment of any
> claim that DOE may be required to indemnify hereunder; and (2) appear
> through the Attorney General on behalf of the Contractor or other
> person indemnified in any action brought upon any claim that DOE may
> be required to indemnify hereunder, take charge of such action, and
> settle or defend any such action. If the settlement or defense of any
> such action or claim is undertaken by DOE, the Contractor or other
> person indemnified shall furnish all reasonable assistance in
> effecting a settlement or asserting a defense.
>
> \(g\) *Continuity of DOE obligations*. The obligations of DOE under
> this clause shall not be affected by any failure on the part of the
> Contractor to fulfill its obligation under this Contract and shall be
> unaffected by the death, disability, or termination of existence of
> the contractor, or by the completion, termination or expiration of
> this contract.
>
> \(h\) *Effect of other clauses*. The provisions of this clause shall
> not be limited in any way by, and shall be interpreted without
> reference to, any other clause of this contract, including the clause
> entitled "Contract Disputes," provided, however, that this clause
> shall be subject to the clauses entitled "Covenant Against Contingent
> Fees," to the portion of a clause of this Contract providing
> specifically for examination of records relating to this Contract by
> the Comptroller General, and to any provisions that are later added to
> this Contract as required by applicable Federal law, including
> statutes, executive orders and regulations, to be included in Nuclear
> Hazards Indemnity Agreements.
>
> \(i\) *Civil penalties*. The Contractor and its subcontractors and
> suppliers who are indemnified under the provisions of this clause are
> subject to civil penalties, pursuant to 234A of the Act, for
> violations of applicable DOE nuclear‑safety related rules,
> regulations, or orders.
>
> \(j\) *Criminal penalties*. Any individual director, officer, or
> employee of the Contractor or of its subcontractors and suppliers who
> are indemnified under the provisions of this clause are subject to
> criminal penalties, pursuant to 223c. of the Act, for knowing and
> willful violation of the Atomic Energy Act of 1954, as amended, and
> applicable DOE nuclear safety‑related rules, regulations or orders
> which violation results in, or, if undetected, would have resulted in
> a nuclear incident.
>
> \(k\) *Inclusion in subcontracts*. The Contractor shall insert this
> clause in any subcontract which may involve the risk of public
> liability, as that term is defined in the Act and further described in
> paragraph (d)(2) above. However, this clause shall not be included in
> subcontracts in which the subcontractor is subject to Nuclear
> Regulatory Commission (NRC) financial protection requirements under
> section 170b. of the Act or NRC agreements of indemnification under
> section 170c. or k. of the Act for the activities under the
> subcontract.

# DEAR 952.251‑70 CONTRACTOR EMPLOYEE TRAVEL DISCOUNTS (DEC 2000) (M046)

> \(a\) The contractor shall take advantage of travel discounts offered
> to Federal contractor employee travelers by AMTRAK, hotels, motels, or
> car rental companies, when use of such discounts would result in lower
> overall trip costs and the discounted services are reasonably
> available. Vendors providing these services may require the contractor
> employee to furnish them a letter of identification signed by the
> authorized contracting officer.
>
> \(b\) Contracted airlines. Contractors are not eligible for GSA
> contract city pair fares.
>
> \(c\) Discount rail service. AMTRAK voluntarily offers discounts to
> Federal travelers on official business and sometimes extends those
> discounts to Federal contractor employees.
>
> \(d\) Hotels/motels. Many lodging providers extend their discount
> rates for Federal employees to Federal contractor employees.
>
> \(e\) Car rentals. The Military Traffic Management Command (MTMC) of
> the Department of Defense negotiates rate agreements with car rental
> companies that are available to Federal travelers on official
> business. Some car rental companies extend those discounts to Federal
> contractor employees.
>
> \(f\) Obtaining travel discounts.
>
> \(1\) To determine which vendors offer discounts to Government
> contractors, the contractor may review commercial publications such as
> the Official Airline guides Official Traveler, Innovata, or National
> Telecommunications. The contractor may also obtain this information
> from GSA contract Travel Management Centers or the Department of
> Defense\'s Commercial Travel Offices.
>
> \(2\) The vendor providing the service may require the Government
> contractor to furnish a letter signed by the contracting officer. The
> following illustrates a standard letter of identification.
>
> OFFICIAL AGENCY LETTERHEAD
>
> TO: Participating Vendor
>
> SUBJECT: OFFICIAL TRAVEL OF GOVERNMENT CONTRACTOR
>
> (FULL NAME OF TRAVELER), the bearer of this letter is an employee of
> (COMPANY NAME) which has a contract with this agency under Government
> contract (CONTRACT NUMBER). During the period of the contract (GIVE
> DATES), AND WITH THE APPROVAL OF THE CONTRACT VENDOR, the employee is
> eligible and authorized to use available travel discount rates in
> accordance with Government contracts and/or agreements. Government
> Contract City Pair fares are not available to Contractors.
>
> SIGNATURE, Title and telephone number of Contracting Officer.

# RESERVED

# DEAR 970.2701 (DOE‑PR 9‑9.106) CLASSIFIED INVENTIONS

> \(a\) The Contractor shall not file or cause to be filed on any
> invention or discovery conceived or first actually reduced to practice
> in the course of or under this Contract in any country other than the
> United States, an application or registration for a patent without
> obtaining written approval of the Contracting Officer.
>
> \(b\) When filing a patent application in the United States on any
> invention or discovery conceived of or first actually reduced to
> practice in the course of or under this contract, the subject matter
> of which is classified for reasons of security, the Contractor shall
> observe all applicable security regulations covering the transmission
> of classified subject matter. When transmitting the patent application
> to the United States Patent and Trademark Office, the Contractor shall
> by separate letter identify by agency and number, the contract or
> contracts which require security classification markings to be placed
> on the application.
>
> \(c\) The substance of this clause shall be included in subcontracts
> which cover or are likely to cover classified subject matter.

# DEAR 970.5204-1 COUNTERINTELLIGENCE (DEC 2000) (M013)

> \(a\) The Contractor shall take all reasonable precautions in the work
> under this contract to protect DOE programs, facilities, technology,
> personnel, unclassified sensitive information and classified matter
> from foreign intelligence threats and activities conducted for
> governmental or industrial purposes, in accordance with DOE Order
> 5670.3, Counterintelligence Program; Executive Order 12333, U.S.
> Intelligence Activities; and other pertinent national and Departmental
> Counterintelligence requirements.
>
> \(b\) The Contractor shall appoint a qualified employee(s) to function
> as the Contractor Counterintelligence Officer. The Contractor
> Counterintelligence Officer will be responsible for conducting
> defensive Counterintelligence briefings and debriefings of employees
> traveling to foreign countries or interacting with foreign nationals;
> providing thoroughly documented written reports relative to targeting,
> suspicious activity and other matters of Counterintelligence interest;
> immediately reporting targeting, suspicious activity and other
> Counterintelligence concerns to the DOE Headquarters
> Counterintelligence Division; and providing assistance to other
> elements of the U.S. Intelligence Community as stated in the
> aforementioned Executive Order, the DOE Counterintelligence Order, and
> other pertinent national and Departmental Counterintelligence
> requirements.

# DEAR 970.5223‑1 INTEGRATION OF ENVIRONMENT, SAFETY, AND HEALTH INTO WORK PLANNING AND EXECUTION (DEC 2000) (M046)

\(a\) For the purposes of this clause,

> \(1\) Safety encompasses environment, safety and health, including
> pollution prevention and waste minimization; and
>
> \(2\) Employees include subcontractor employees.
>
> \(b\) In performing work under this contract, the contractor shall
> perform work safely, in a manner that ensures adequate protection for
> employees, the public, and the environment, and shall be accountable
> for the safe performance of work. The contractor shall exercise a
> degree of care commensurate with the work and the associated hazards.
> The contractor shall ensure that management of environment, safety and
> health (ES&H) functions and activities becomes an integral but visible
> part of the contractor\'s work planning and execution processes. The
> contractor shall, in the performance of work, ensure that:
>
> \(1\) Line management is responsible for the protection of employees,
> the public, and the environment. Line management includes those
> contractor and subcontractor employees managing or supervising
> employees performing work.
>
> \(2\) Clear and unambiguous lines of authority and responsibility for
> ensuring (ES&H) are established and maintained at all organizational
> levels.
>
> \(3\) Personnel possess the experience, knowledge, skills, and
> abilities that are necessary to discharge their responsibilities.
>
> \(4\) Resources are effectively allocated to address ES&H,
> programmatic, and operational considerations. Protecting employees,
> the public, and the environment is a priority whenever activities are
> planned and performed.
>
> \(5\) Before work is performed, the associated hazards are evaluated
> and an agreed-upon set of ES&H standards and requirements are
> established which, if properly implemented, provide adequate assurance
> that employees, the public, and the environment are protected from
> adverse consequences.
>
> \(6\) Administrative and engineering controls to prevent and mitigate
> hazards are tailored to the work being performed and associated
> hazards. Emphasis should be on designing the work and/or controls to
> reduce or eliminate the hazards and to prevent accidents and unplanned
> releases and exposures.
>
> \(7\) The conditions and requirements to be satisfied for operations
> to be initiated and conducted are established and agreed-upon by DOE
> and the contractor. These agreed-upon conditions and requirements are
> requirements of the contract and binding upon the contractor. The
> extent of documentation and level of authority for agreement shall be
> tailored to the complexity and hazards associated with the work and
> shall be established in a Safety Management System.
>
> \(c\) The contractor shall manage and perform work in accordance with
> a documented Safety Management System (System) that fulfills all
> conditions in paragraph (b) of this clause at a minimum. Documentation
> of the System shall describe how the contractor will:
>
> \(1\) Define the scope of work;
>
> \(2\) Identify and analyze hazards associated with the work;
>
> \(3\) Develop and implement hazard controls;
>
> \(4\) Perform work within controls; and
>
> \(5\) Provide feedback on adequacy of controls and continue to improve
> safety management.
>
> \(d\) The System shall describe how the contractor will establish,
> document, and implement safety performance objectives, performance
> measures, and commitments in response to DOE program and budget
> execution guidance while maintaining the integrity of the System. The
> System shall also describe how the contractor will measure system
> effectiveness.
>
> \(e\) The contractor shall submit to the contracting officer
> documentation of its System for review and approval. Dates for
> submittal, discussions, and revisions to the System will be
> established by the contracting officer. Guidance on the preparation,
> content, review, and approval of the System will be provided by the
> contracting officer. On an annual basis, the contractor shall review
> and update, for DOE approval, its safety performance objectives,
> performance measures, and commitments consistent with and in response
> to DOE\'s program and budget execution guidance and direction.
> Resources shall be identified and allocated to meet the safety
> objectives and performance commitments as well as maintain the
> integrity of the entire System. Accordingly, the System shall be
> integrated with the contractor\'s business processes for work
> planning, budgeting, authorization, execution, and change control.
>
> \(f\) The contractor shall comply with, and assist the Department of
> Energy in complying with, ES&H requirements of all applicable laws and
> regulations, and applicable directives identified in the clause of
> this contract entitled \"Laws, Regulations, and DOE Directives.\" The
> contractor shall cooperate with Federal and non-Federal agencies
> having jurisdiction over ES&H matters under this contract.
>
> \(g\) The contractor shall promptly evaluate and resolve any
> noncompliance with applicable ES&H requirements and the System. If the
> contractor fails to provide resolution or if, at any time, the
> contractor\'s acts or failure to act causes substantial harm or an
> imminent danger to the environment or health and safety of employees
> or the public, the contracting officer may issue an order stopping
> work in whole or in part. Any stop work order issued by a contracting
> officer under this clause (or issued by the contractor to a
> subcontractor in accordance with paragraph (i) of this clause) shall
> be without prejudice to any other legal or contractual rights of the
> Government. In the event that the contracting officer issues a stop
> work order, an order authorizing the resumption of the work may be
> issued at the discretion of the contracting officer. The contractor
> shall not be entitled to an extension of time or additional fee or
> damages by reason of, or in connection with, any work stoppage ordered
> in accordance with this clause.
>
> \(h\) Regardless of the performer of the work, the contractor is
> responsible for compliance with the ES&H requirements applicable to
> this contract. The contractor is responsible for flowing down the ES&H
> requirements applicable to this contract to subcontracts at any tier
> to the extent necessary to ensure the contractor\'s compliance with
> the requirements.
>
> \(i\) The contractor shall include a clause substantially the same as
> this clause in subcontracts involving complex or hazardous work on
> site at a DOE-owned or-leased facility. Such subcontracts shall
> provide for the right to stop work under the conditions described in
> paragraph (g) of this clause. Depending on the complexity and hazards
> associated with the work, the contractor may choose not to require the
> subcontractor to submit a Safety Management System for the
> contractor\'s review and approval.

# DEAR 970.5232‑3 ACCOUNTS, RECORDS, AND INSPECTION (JUN 2007) (M046, M075, M107)

> \(a\) Accounts. The contractor shall maintain a separate and distinct
> set of accounts, records, documents, and other evidence showing and
> supporting: all allowable costs incurred; collections accruing to the
> contractor in connection with the work under this contract, other
> applicable credits, negotiated fixed amounts, and fee accruals under
> this contract; and the receipt, use, and disposition of all Government
> property coming into the possession of the contractor under this
> contract. The system of accounts employed by the contractor shall be
> satisfactory to DOE and in accordance with generally accepted
> accounting principles consistently applied.
>
> \(b\) Inspection and audit of accounts and records. All books of
> account and records relating to this contract shall be subject to
> inspection and audit by DOE or its designees in accordance with the
> provisions of Clause, Access to and ownership of records, at all
> reasonable times, before and during the period of retention provided
> for in paragraph (d) of this clause, and the contractor shall afford
> DOE proper facilities for such inspection and audit.
>
> \(c\) Audit of subcontractors\' records. The contractor also agrees,
> with respect to any subcontracts (including fixed-price or unit-price
> subcontracts or purchase orders) where, under the terms of the
> subcontract, costs incurred are a factor in determining the amount
> payable to the subcontractor of any tier, to either conduct an audit
> of the subcontractor\'s costs or arrange for such an audit to be
> performed by the cognizant government audit agency through the
> contracting officer.
>
> \(d\) Disposition of records. Except as agreed upon by the Government
> and the contractor, all financial and cost reports, books of account
> and supporting documents, system files, data bases, and other data
> evidencing costs allowable, collections accruing to the contractor in
> connection with the work under this contract, other applicable
> credits, and fee accruals under this contract, shall be the property
> of the Government, and shall be delivered to the Government or
> otherwise disposed of by the contractor either as the contracting
> officer may from time to time direct during the progress of the work
> or, in any event, as the contracting officer shall direct upon
> completion or termination of this contract and final audit of accounts
> hereunder. Except as otherwise provided in this contract, including
> provisions of Clause, Access to and ownership of records, all other
> records in the possession of the contractor relating to this contract
> shall be preserved by the contractor for a period of three years after
> final payment under this contract or otherwise disposed of in such
> manner as may be agreed upon by the Government and the contractor.
>
> \(e\) Reports. The contractor shall furnish such progress reports and
> schedules, financial and cost reports, and other reports concerning
> the work under this contract as the contracting officer may from time
> to time require.
>
> \(f\) Inspections. The DOE shall have the right to inspect the work
> and activities of the contractor under this contract at such time and
> in such manner as it shall deem appropriate.
>
> \(g\) Subcontracts. The contractor further agrees to require the
> inclusion of provisions similar to those in paragraphs (a) through (g)
> and paragraph (h) of this clause in all subcontracts (including
> fixed-price or unit-price subcontracts or purchase orders) of any tier
> entered into hereunder where, under the terms of the subcontract,
> costs incurred are a factor in determining the amount payable to the
> subcontractor.
>
> \(h\) 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.
>
> \(3\) Nothing in this contract shall be deemed to preclude an audit by
> the General Accounting Office of any transaction under this contract.
>
> \(i\) Internal audit. The contractor agrees to design and maintain an
> internal audit plan and an internal audit organization.
>
> \(1\) Upon contract award, the exercise of any contract option, or the
> extension of the contract, the contractor must submit to the
> contracting officer for approval an Internal Audit Implementation
> Design to include the overall strategy for internal audits. The Audit
> Implementation Design must describe:
>
> \(i\) The internal audit organization\'s placement within the
> contractor\'s organization and its reporting requirements;
>
> \(ii\) The audit organization\'s size and the experience and
> educational standards of its staff;
>
> \(iii\) The audit organization\'s relationship to the corporate
> entities of the contractor;
>
> \(iv\) The standards to be used in conducting the internal audits;
>
> \(v\) The overall internal audit strategy of this contract,
> considering particularly the method of auditing costs incurred in the
> performance of the contract;
>
> \(vi\) The intended use of external audit resources;
>
> \(vii\) The plan for audit of subcontracts, both pre-award and
> post-award; and
>
> \(viii\) The schedule for peer review of internal audits by other
> contractor internal audit organizations, or other independent third
> party audit entities approved by the DOE contracting officer.
>
> \(2\) By each January 31 of the contract performance period, the
> contractor must submit an annual audit report, providing a summary of
> the audit activities undertaken during the previous fiscal year. That
> report shall reflect the results of the internal audits during the
> previous fiscal year and the actions to be taken to resolve weaknesses
> identified in the contractor\'s system of business, financial, or
> management controls.
>
> \(3\) By each June 30 of the contract performance period, the
> contractor must submit to the contracting officer an annual audit plan
> for the activities to be undertaken by the internal audit organization
> during the next fiscal year that is designed to test the costs
> incurred and contractor management systems described in the internal
> audit design.
>
> \(4\) The contracting officer may require revisions to documents
> submitted under paragraphs (i)(1), (i)(2), and (i)(3) of this clause,
> including the design plan for the internal audits, the annual report,
> and the annual internal audits.
>
> \(j\) Remedies. If at any time during contract performance, the
> contracting officer determines that unallowable costs were claimed by
> the contractor to the extent of making the contractor\'s management
> controls suspect, or the contractor\'s management systems that
> validate costs incurred and claimed suspect, the contracting officer
> may, in his or her sole discretion, require the contractor to cease
> using the special financial institution account in whole or with
> regard to specified accounts, requiring reimbursable costs to be
> claimed by periodic vouchering. In addition, the contracting officer,
> where he or she deems it appropriate, may: Impose a penalty under
> 970.5242-1, Penalties for unallowable costs; require a refund; reduce
> the contractor\'s otherwise earned fee; and take such other action as
> authorized in law, regulation, or this contract.

# DEAR 970.5243-1 CHANGES (DEC 2000) (M013)

> \(a\) [Changes and adjustment of fee]{.underline}. The Contracting
> Officer may at any time and without notice to the sureties, if any,
> issue written directions within the general scope of this contract
> requiring additional work or directing the omission of, or variation
> in, work covered by this Contract. If any such direction results in a
> material change in the amount or character of the work described in
> the \"Statement of Work,\" an equitable adjustment of the fee, if any,
> shall be made in accordance with the agreement of the parties and the
> contract shall be modified in writing accordingly. Any claim by the
> Contractor for an adjustment under this clause must be asserted in
> writing within 30 days from the date of receipt by the Contractor of
> the notification of change; provided, however, that the Contracting
> Officer, if it is determined that the facts justify such action, may
> receive and act upon any such claim asserted at any time prior to
> final payment under this Contract. A failure to agree on an equitable
> adjustment under this clause shall be deemed to be a dispute within
> the meaning of the clause entitled \"Disputes.\"
>
> \(b\) [Work to continue]{.underline}. Nothing contained in this clause
> shall excuse the Contractor from proceeding with the prosecution of
> the work in accordance with the requirements of any direction
> hereunder.

# DEAR 970.5204‑12 CONTRACTOR\'S ORGANIZATION (JUL 1994)

\(a\) [Organization Chart]{.underline}. As promptly as possible after
the execution of this contract, the Contractor shall furnish to the
Contracting Officer a chart showing the names, duties, and organization
of key personnel to be employed in connection with the work, and shall
furnish from time to time supplementary information reflecting changes
therein.

\(b\) [Supervisory Representative of Contractor]{.underline}. Unless
otherwise directed by the Contracting Officer, a competent full‑time
resident supervisory representative of the Contractor satisfactory to
the Contracting Officer shall be in charge of the work at the site at
all times. This also applies to off‑site work.

\(c\) [Control of Employees]{.underline}. The Contractor shall be
responsible for main­taining satisfactory standards of employee
competency, conduct, and integrity and shall be responsible for taking
such disciplinary action with respect to its employees as may be
necessary. The Contractor shall establish such standards and procedures
as are necessary to implement effectively the provisions set forth in
970.2272, and such standards and procedures shall be subject to the
approval of the Contracting Officer.

# DEAR 970.5204‑13 ALLOWABLE COSTS, BASE FEE AND PERFORMANCE FEE (MANAGEMENT AND OPERATING CONTRACTS) (MAR 1998) (Modified)

> \(a\) [(Modified) Compensation for Contractor\'s
> Services]{.underline}. Payment for the allowable costs as hereinafter
> defined, and of the base fee amount and performance fee amount, if
> any, as hereinafter provided, shall constitute full and complete
> compensation for the performance of the work under this contract.
>
> \(b\) [(Modified) Fee]{.underline}. The fees payable to the Contractor
> for the performance of the work under this Contract are set forth in
> Part I, Section B, of the Schedule. There shall be no adjustment in
> the amount of the Contractor\'s fee by reason of differences between
> any estimate of cost for performance of the work under this Contract
> and the actual cost of performance of that work.
>
> \(c\) [Allowable Costs]{.underline}. The allowable cost of performing
> the work under this Contract shall be the costs and expenses that are
> actually incurred by the contractor in the performance of the Contract
> work in accordance with its terms, that are necessary or incident
> thereto, and that are determined to be allowable as set forth in this
> paragraph. The determination of allowability of cost shall be based
> on:
>
> \(1\) Allowability and reasonableness in accordance with FAR
> 31.201‑2(d) and 31.201‑3;
>
> \(2\) Standards promulgated by the Cost Accounting Standards Board, if
> applicable; otherwise, generally accepted accounting principles and
> practices appropriate to the particular circumstances; and
>
> \(3\) Recognition of all exclusions and limitations set forth in this
> clause or elsewhere in this Contract as to types or amounts of items
> of cost. Allowable costs shall not include the cost of any item
> described as unallowable in paragraph (e) of this clause except as
> indicated therein. Failure to mention an item of cost specifically in
> paragraphs (d) or (e) of this clause shall not imply either that it is
> allowable or that it is unallowable.

\(d\) [Items of Allowable Cost]{.underline}. Subject to the other
provisions of this clause, the following items of cost of work done
under this Contract shall be allowable to the extent indicated:

\(1\) Bonds and insurance, including self‑insurance, as provided in the
clause entitled "Insurance\--Litigation and Claims."

\(2\) Communication costs, including telephone services, local and
long‑distance calls, telegrams, cablegrams, postage, and similar items.

\(3\) Consulting services (including legal and accounting), and related
expenses, as approved by the Contracting Officer, except as made
unallowable by paragraphs (e)(16) and (e)(25).

\(4\) Reasonable litigation and other legal expenses, including counsel
fees, if incurred in accordance with the clause of the Contract entitled
"Insurance\--Litigation and Claims" and the DOE approved Contractor
litigation management procedures (including cost guidelines) as such
procedures may be revised from time to time, and if not otherwise made
unallowable in this Contract.

\(5\) Losses and expenses (including settlements made with the consent
of the Contracting Officer) sustained by the Contractor in the
performance of this Contract and certified in writing by the Contracting
Officer to be reasonable, except the losses expressly made unallowable
under other provisions of this Contract.

\(6\) Materials, supplies and equipment, including freight
transportation, material handling, inspection, storage, salvage, and
other usual expenses incident to the procurement, use and disposition
thereof, subject to approvals required under other provisions of this
Contract.

\(7\) Patents, purchased design, and royalty payments to the extent
expressly provided for under other provisions in this Contract or as
approved by the Contracting Officer, and preparation of invention
disclosures, reports and related documents, and searching the art to the
extent necessary to make such invention disclosures in accordance with
any "Patent Rights" clause of this Contract.

\(8\) (Modified) Personnel costs and related expenses incurred in
accordance with the personnel appendix which is hereby incorporated by
reference and made a part of this contract. It is specifically
understood and agreed that personnel appendix sets forth in detail
personnel costs and related expenses to be allowable under this Contract
and is intended to document those personnel policies, practices, and
plans which have been found acceptable by the Contracting Officer. It is
further understood and agreed that the Contractor will advise DOE of any
proposed changes in any matters covered by said polices, practices or
plans which relate to this item of cost, and that the personnel appendix
may be modified from time to time in writing by mutual agreement of the
Contractor and DOE without execution of an amendment to this Contract
for the purpose of effectuating agreed upon by the parties. Such
modifications shall be evidenced by execution of written numbered
approval letters (Reimbursement Authorizations) from the Contracting
Officer or his representative. Types of personnel costs and related
expenses to be incorporated into the personnel appendix, or amendments
thereto, are as follows:

\(i\) Salaries and wages; bonuses and incentive compensation; overtime,
shift differential, holiday, and other premium pay for time worked;
non-work time, including vacations, holidays, sick, funeral, military,
jury, witness, and voting leave; salaries and wages to employees in
their capacity as union stewards and committeemen for time spent in
handling grievances, or serving on labor management (contractor)
committees, provided, however, that the Contracting Officer's approval
is required in each instance of total compensation to an individual
employee at an annual rate of \$225,000 (see 970.3102-2) or more, when
it is proposed that a total of 50 percent or more of such compensation
be reimbursed under DOE cost-type contracts. Total compensation, as used
here, includes only the employee's base salary, bonus, and incentive
compensation payments;

\(ii\) Legally required contributions to old‑age and survivors\'
insurance, unemployment compensation plans, and worker\'s compensation
plans, (whether or not covered by insurance); voluntary or agreed‑upon
plans providing benefits for retirement, separation, life insurance,
hospitalization, medical‑surgical and unemployment (whether or not such
plans are covered by insurance);

\(iii\) Travel (except foreign travel, which requires specific approval
by the Contracting Officer on a case-by-case basis); incidental
subsistence and other allowances of Contractor employees, in connection
with performance of work under this Contract (including new employees
reporting for work and transfer of employees, the transfer of their
household goods and effects and the travel and subsistence of their
dependents);

\(iv\) Employee relations, welfare, morale, etc.; programs including
incentive or suggestion awards; employee counseling services, health or
first‑aid clinics; house or employee publications; and wellness/fitness
centers;

\(v\) Personnel training (except special education and training courses
and research assignments calling for attendance at educational
institutions which require specific approval by the Contracting Officer
on a case-by-case basis); including apprenticeship training programs
designed to improve efficiency and productivity of Contract operations,
to develop needed skills, and to develop scientific and technical
personal in specialized fields required in the Contract work;

\(vi\) Recruitment of personnel (including help‑wanted advertisement),
including services of employment agencies at rates not in excess of
standard commercial rates, employment office, travel of prospective
employees at the request of the Contractor for employment interviews;
and

\(vii\) Net cost of operating plant‑site cafeteria, dining rooms, and
canteens attributable to the performance of the Contract.

\(viii\) Compensation of a senior executive, provided that such
compensation does not exceed the benchmark compensation amount
determined applicable for the contractor fiscal year by the
Administrator, Office of Procurement Policy. Costs of executive
compensation shall be determined pursuant to Federal Acquisition
Regulation 31.205-6(p).

\(9\) Repairs, maintenance, inspection, replacement, and disposal of
Government‑owned property and the restoration or clean‑up of site and
facilities to the extent approved by the Contracting Officer and as
allowable under paragraph (f) of the clause of this Contract entitled
"Property."

\(10\) Subcontracts and purchase orders, including procurements from
Contractor‑controlled sources, subject to approvals required by other
provisions of this Contract.

\(11\) Subscriptions to trade, business, technical, and professional
periodicals, as approved by the Contracting Officer.

\(12\) Taxes, fees, and charges levied by public agencies which the
contractor is required by law to pay, except those which are expressly
made unallowable under other provisions of this Contract.

\(13\) Utility services, including electricity, gas, water and sewerage.

\(14\) Indemnification of the Pension Benefit Guaranty Corporation,
pursuant to the Employee Retirement Income Security Act of 1974, in
accordance with Federal Acquisition Regulation (FAR) 31.205‑6(j)(3)(iv).

\(15\) Establishment and maintenance of financial institution accounts
in connection with the work hereunder, including, but not limited to,
service charges, the cost of disbursing cash, necessary guards,
cashiers, and pay-masters. If payments to employees are made by check,
facilities and arrangements for cashing checks may be provided without
expense to the employees, subject to the approval of the Contracting
Officer.

\(e\) [Items of Unallowable Costs]{.underline}. The following items of
costs are unallowable under this Contract to the extent indicated:

\(1\) Advertising and public relations costs designed to promote the
Contractor or its products, including the costs of promotional items and
memorabilia such as models, gifts and souvenirs, and the cost of
memberships in civic or community organizations, except those
advertising and public relations costs (i) specifically required by the
contract, (ii) approved in advance by the Contracting Officer as clearly
in furtherance of work performed under the contract, (iii) that arise
from requirements of the Contract and that are exclusively for
recruiting personnel, acquiring scarce items for Contract performance,
disposing of scrap or surplus materials, or the transfer of
Federally‑owned or originated technology to State and local governments
and to the private sector, acquisition of contract-required supplies and
services, or (iv) where the primary purpose of the activity is to
facilitate Contract performance in support of the DOE mission.

\(2\) Bad debts (including expenses of collection) and provisions for
bad debts arising out of other business of the Contractor.

\(3\) Proposal expenses and costs of proposals.

\(4\) Bonuses and similar compensation under any other name, which (i)
are not pursuant to an agreement between the Contractor and employee
prior to the rendering of the services or an established plan
consistently followed by the Contract or (ii) are in excess of those
costs which are allowable by the Internal Revenue Code and regulations
thereunder, or (iii) provide total compensation to an employee in excess
of reasonable compensation for the services rendered.

\(5\) Central and branch office expenses of the Contractor, except as
specifically set forth in the Contract.

\(6\) Commissions, bonuses, and fees (under whatever name) in connection
with obtaining or negotiating for a Government Contract or a
modification thereto, except when paid to bona fide employees or bona
fide established selling organizations maintained by the Contractor for
the purpose of obtaining Government business.

\(7\) Contingency reserves, provisions for.

\(8\) Contributions and donations, including cash, Contractor‑owned
property and services, regardless of the recipient.

\(9\) Depreciation in excess of that calculated by application of
methods approved for use by the Internal Revenue Code of l954, as
amended, including the straight‑line declining balance (using a rate not
exceeding twice the rate which would have been used had the depreciation
been computed under the straight-line method), or
sum-of-the-years-digits method, on the basis of expected useful life, to
the cost of acquisition of the related fixed assets less estimated
salvage or residual value at the end of the expected useful life.

\(10\) Dividend provisions or payments and, in the case of sole
proprietors and partners, distributions of profit.

\(11\) Entertainment, including costs of amusement, diversion, social
activities; and directly associated costs such as tickets to shows or
sports events, meals, lodging, rentals, transportation, and gratuities;
costs of membership in any social, dining or country club or
organization.

> \(12\) Fines and penalties, except, with respect to civil fines and
> penalties only, if the contractor demonstrates to the Contracting
> Officer that‑‑
>
> \(i\) Such a civil fine or penalty was incurred as a result of
> compliance with specific terms and conditions of the Contract or
> written instructions from the Contracting Officer; or
>
> \(ii\) Such a civil fine or penalty was imposed without regard to
> fault and could not have been avoided by the exercise of due care.

\(13\) Government‑furnished property, except to the extent that cash
payment therefor is required pursuant to procedures of DOE applicable to
transfers of such property to the Contractor from others.

\(14\) Insurance (including any provision of a self‑insurance reserve)
on any person where the Contractor under the insurance policy is the
beneficiary, directly or indirectly, and insurance against loss of or
damage to Government Property as defined in the Contract clause entitled
\"Property.\"

\(15\) Interest, however represented (except (i) Interest incurred in
compliance with the Contract clause entitled \"State and Local Taxes\"
or, (ii) imputed interest costs relating to leases classified and
accounted for as capital leases under Generally Accepted Accounting
Principles (GAAP), provided that the decision to enter into a capital
leasing arrangement has been specifically authorized and approved by the
DOE in accordance with applicable procedures and such interest costs are
recorded in an appropriately specified DOE account established for such
purposes), bond discounts and expenses, and costs of financing and
refinancing operations.

\(16\) Legal, accounting, and consulting services and related costs
incurred in connection with the preparation and issuance of stock
rights, organization or reorganization, prosecution or defense of
antitrust suits, prosecution of claims against the United States,
contesting actions or proposed actions of the United States, and
prosecution or defense of patent infringement litigation (except where
incurred pursuant to the Contractor\'s performance of the
Government‑funded technology transfer mission, and in accordance with
the Litigation and Claims Clause).

> \(17\) Losses or expenses:
>
> \(i\) On, or arising from the sale, exchange, or abandonment of
> capital assets, including investments;
>
> \(ii\) On other contracts, including the contractor\'s contributed
> portion under cost‑sharing contracts;
>
> \(iii\) In connection with price reductions to and discount purchases
> by employees and others from any source;
>
> \(iv\) That are compensated for by insurance or otherwise or which
> would have been compensated for by insurance required by law or by
> written direction of the Contracting Officer but which the contractor
> failed to procure or maintain through its own fault or negligence;
>
> \(v\) That result from willful misconduct or lack of good faith on the
> part of any of the contractor\'s managerial personnel (as that term is
> defined in the clause of this Contract entitled "Property");
>
> \(vi\) That represent liabilities to third persons that are not
> allowable under the clause of this Contract entitled "Insurance \--
> Litigation and Claims"; or
>
> \(vii\) That represent liabilities to third persons for which the
> contractor has expressly accepted responsibility under other terms of
> this Contract.

\(18\) Membership in trade, business, and professional organizations,
except as approved by the Contracting Officer.

\(19\) Precontract costs, except as expressly made allowable under other
provisions in this Contract.

\(20\) Research and development costs, unless specifically provided for
elsewhere in this Contract.

\(21\) Selling cost, except to the extent they are determined to be
reasonable and to be allocable to the Contract. Allocability of selling
costs to the Contract will be determined in the light of reasonable
benefit to the agency program arising from such activities as technical,
consulting, demonstration, and other services performed for such
purposes as applying or adapting the Contractor\'s product for agency
use.

\(22\) Storage of records pertaining to this Contract after completion
of operations under this contract, irrespective of contractual or
statutory requirement for the preservation of records.

\(23\) Taxes, fees, and charges in connection with financing,
refinancing, or refunding operations, including the listing of
securities on exchanges, taxes which are paid contrary to the clause
entitled \"State and Local Taxes,\" federal taxes on net income and
excess profits, special assessments on land which represent capital
improvement and taxes on accumulated funding deficiencies of, or
prohibited transactions involving, employee deferred compensation plans
pursuant to Section 4971 or Section 4975 of the Internal Revenue Code of
l954, as amended, respectively.

\(24\) Travel expenses of the officers, proprietors, executives,
administrative heads, and other employees of the Contractor\'s central
office or branch office organizations concerned with the general
management, supervision, and conduct of the Contractor\'s business as a
whole, except to the extent that particular travel is in connection with
the Contract and approved by the Contracting Officer.

\(25\) Salary or other compensation (and expenses related thereto) of
any individual employed under this Contract as a consultant or in
another comparable employment capacity who is an employee of another
organization and concurrently performing work on a full-time annual
basis for that organization under a cost‑type contract with DOE, except
to the extent that cash payment therefor is required pursuant to the
provisions of this Contract or procedures of DOE applicable to the
borrowing of such an individual from another cost‑type contractor.

\(26\) Travel by commercial aircraft or travel by other than common
carrier that is not necessary for the performance of this Contract or
the cost of which exceeds the lesser of the lowest available commercial
discount airfare, Government contract airfare, or customary standard
(coach or equivalent) commercial airfare. Airfare costs in excess of the
lowest such airfare are unallowable, except when such accommodations:
require circuitous routing; require travel during unreasonable hours;
excessively prolonged travel; result in increased cost that would offset
transportation savings; would offer accommodations not reasonably
adequate for the physical or medical needs of the traveler; or are not
reasonably available to meet necessary mission requirements. Individual
Contractor determinations of nonavailability of discount airfare or
Government contract airfare will not be contested by DOE when the
Contractor can reasonably demonstrate such nonavailability or, on an
overall basis, that established policies and procedures result in the
routine use of the lowest available airfare. However, in order for air
travel costs in excess of customary standard airfare to be allowable,
the Contractor must justify and document the applicable condition(s) set
forth above.

\(27\) Special construction industry \"funds\" financed by employer
contributions for such purposes as methods and materials research,
public and industry relations, market development, and disaster relief,
except as specifically provided elsewhere in this Contract.

\(28\) Late premium payment charges related to employee deferred
compensation plan insurance.

\(29\) Facilities capital cost of money (CAS‑414 and CAS‑417).

\(30\) Contractor costs incurred to influence either directly or
indirectly - (i) Legislative action on any matter pending before
Congress, a State legislature, or a legislative body of a political
subdivision of a State; or (ii) Federal, State, or executive body of a
political subdivision of a State action on regulatory and Contract
matters as described in the clause of this Contract entitled "Political
Activity Cost Prohibition," incorporated elsewhere in this Contract.

> \(31\) Commercial automobile rental expenses unless approved by the
> Contracting Officer.

\(32\) Costs incurred in connection with any criminal, civil or
administrative proceeding commenced by the Federal Government or a
State, local or foreign government, as provided in the clause entitled
\"Cost Prohibitions Related to Legal and Other Proceedings\"
incorporated elsewhere in this Contract.

\(33\) Costs of alcoholic beverages.

\(34\) Contractor employee travel costs incurred for lodging, meals, and
incidental expenses which exceed on a daily basis the applicable maximum
per diem rates provided for in effect for Federal Civilian Employees at
the time of travel. When the applicable maximum per diem rate is
inadequate due to special or unusual situations, the Contractor may pay
employees for actual expenses in excess of such per diem rate
limitation. To be allowable, however, such payments must be properly
authorized by an officer or appropriate official of the Contractor and
shall not exceed the higher amounts that may be authorized for Federal
Civilian employees in a similar situation.

> \(35\) Notwithstanding any other provision of this Contract, the costs
> of bonds and insurance are unallowable to the extent they are incurred
> to protect and indemnify the contractor and/or subcontractor against
> otherwise unallowable costs, unless such insurance or bond is required
> by law, the express terms of this contract, or is authorized in
> writing by the Contracting Officer. The cost of commercial insurance
> to protect the contractor against the costs of correcting its own
> defects in materials or workmanship is an unallowable cost.
>
> \(36\) Costs of gifts; however, gifts do not include awards for
> performance or awards made in recognition of employee achievements
> pursuant to an established contractor plan or policy.
>
> \(37\) The costs of recreation, registration fees of employees
> participating in competitive fitness promotions, team activities, and
> sporting events except for the costs of employees' participation in
> company sponsored intramural sports teams or employee organizations
> designed to improve company loyalty, team work, or physical fitness.

# DEAR 970.5204‑15 OBLIGATION OF FUNDS (MAY 2000) (A109)

> \(a\) [Obligation of Funds]{.underline}. The amount presently
> obligated by the Government with respect to this contract is
> **\$[3,504,634,076.18]{.underline}**. Such amount may be increased
> unilaterally by DOE by written notice to the contractor and may be
> increased or decreased by written agreement of the parties (whether or
> not by formal modification of this contract). Estimated collections
> from others for work and services to be performed under this contract
> are not included in the amount presently obligated. Such collections,
> to the extent actually received by the contractor, shall be processed
> and accounted for in accordance with applicable requirements imposed
> by the contracting officer pursuant to the Laws, Regulations, and DOE
> Directives clause of this contract. Nothing in this paragraph is to be
> construed as authorizing the contractor to exceed limitations stated
> in financial plans established by DOE and furnished to the contractor
> from time to time under this contract.
>
> \(b\) [Limitation on Payment by the Government]{.underline}. Except as
> otherwise provided in this Contract and except for costs which may be
> incurred by the Contractor pursuant to the clause entitled
> \"Termination,\" or costs of claims allowable under the Contract
> occurring after completion or termination and not released by the
> Contractor at the time of financial settlement of the Contract in
> accordance with the clause entitled \"Payments and Advances,\" payment
> by the Government under this Contract on account of allowable costs
> shall not, in the aggregate, exceed the amount obligated with respect
> to this contract, less the Contractor\'s fee. Unless expressly negated
> in this contract, payment on account of those costs excepted in the
> preceding sentence which are in excess of the amount obligated with
> respect to this Contract shall be subject to the availability of

(1) collections accruing to the contractor in connection with the work
    under this contract and processed and accounted for in accordance
    with applicable requirements imposed by the contracting officer
    pursuant to the Laws, Regulations, and DOE Directives clause of this
    contract, and

(2) other funds which DOE may legally use for such purpose, provided DOE
    will use its best efforts to obtain the appropriation of funds for
    this purpose if not otherwise available.

> \(c\) [Notices\--Contractor Excused from Further
> Performance]{.underline}. The contractor shall notify DOE in writing
> whenever the unexpended balance of available funds (including
> collections available under paragraph (a) of this clause), plus the
> contractor\'s best estimate of collections to be received and
> available during the thirty (30) day period hereinafter specified, is
> in the contractor\'s best judgment sufficient to continue contract
> operations at the programmed rate for only thirty (30) days and to
> cover the contractor\'s unpaid fee, and outstanding encumbrances and
> liabilities on account of costs allowable under the contract at the
> end of such period. Whenever the unexpended balance of available funds
> (including collections available under paragraph (a) of this clause),
> less the amount of the contractor\'s fee then earned but not paid, is
> in the contractor\'s best judgment sufficient only to liquidate
> outstanding encumbrances and liabilities on account of costs allowable
> under this contract, the contractor shall immediately notify DOE and
> shall make no further encumbrances or expenditures (except to
> liquidate existing encumbrances and liabilities), and, unless the
> parties otherwise agree, the contractor shall be excused from further
> performance (except such performance as may become necessary in
> connection with termination by the Government) and the performance of
> all work hereunder will be deemed to have been terminated for the
> convenience of the Government in accordance with the provisions of the
> clause entitled \"Termination.\"
>
> \(d\) [Financial Plans; Cost and Encumbrance Limitations]{.underline}.
> In addition to the limitations provided for elsewhere in this
> Contract, DOE may, through financial plans, such as Approved Funding
> Programs, or other directives issued to the Contractor, establish
> controls on the costs to be incurred and encumbrances to be made in
> the performance of the Contract work. Such plans and instructions may
> be amended or supplemented from time to time by DOE. The Contractor
> hereby agrees

(1) to comply with the specific limitations (ceilings) on costs and
    commitments set forth in such plans and directives,

(2) to use its best efforts to comply with other requirements of such
    plans and directives, and

(3) to promptly notify DOE in writing, whenever it has reason to believe
    the authorized financial levels of costs and commitments will be
    exceeded or substantially underrun.

> \(e\) [Government\'s Right to Terminate not Affected]{.underline}. The
> giving of any notice under this clause shall not be construed to waive
> or impair any right of the Government to terminate the Contract under
> the provisions of the article entitled \"Termination.\"

# DEAR 970.5204-16 PAYMENTS AND ADVANCES (JUN 1997) (MODIFIED)

(a) *Payment of Base Fee and Award Fee*. The base fee, if any, is
    payable in equal monthly installments. Award fee pool amounts earned
    are payable following the issuance by the FDO of a Determination of
    Award Fee Pool Amount Earned, in accordance with the clause of this
    contract entitled*, Total Available Fee: Base Fee Amount and
    Performance Fee Amount*. Base fee and award fee pool amount earned
    payments shall be made by direct payment or withdrawn from funds
    advanced or available under this contract, as determined by the
    Contracting Officer. The Contracting Officer may offset against any
    such fee payment, the amounts owed to the Government by the
    Contractor, including any amounts owed for disallowed costs under
    this contract. No base fee or award fee pool amount earned payment
    may be withdrawn against the payments cleared financing arrangement
    without prior written approval of the Contracting Officer.

(b) *Payments on Account of Allowable Costs*. The Contracting Officer
    and the Contractor shall agree as to the extent to which payment for
    allowable costs or payments for other items specifically approved in
    writing by the Contracting Officer shall be made from advances of
    Government funds. When pension contributions are paid by the
    Contractor to the retirement fund less frequently than quarterly,
    accrued costs therefor shall be excluded from costs for payment
    purposes until such costs are paid. If pension contributions are
    paid on a quarterly or more frequent basis, accrual therefor may be
    included in costs for payment purposes, provided that they are paid
    to the fund within 30 days after the close of the period covered. If
    payments are not made to the fund within such 30-day period, pension
    contribution costs shall be excluded from cost for payment purposes
    until payment has been made.

> \(c\) *Special financial institution account use*. All advances of
> Government funds shall be withdrawn pursuant to a payments cleared
> financing arrangement prescribed by DOE in favor of the financial
> institution or, at the option of the Government, shall be made by
> direct payment or other payment mechanism to the contractor, and shall
> be deposited only in the special financial institution account
> referred to in the Special Financial Institution Account Agreement,
> which is incorporated into this contract as Appendix C. No part of the
> funds in the special financial institution account shall be commingled
> with any funds of the contractor or used for a purpose other than that
> of making payments for costs allowable and, if applicable, fees earned
> under this contract or payments for other items specifically approved
> in writing by the contracting officer. If the contracting officer
> determines that the balance of such special financial institution
> account exceeds the contractor\'s current needs, the contractor shall
> promptly make such disposition of the excess as the contracting
> officer may direct.
>
> \(d\) *Title to funds advanced*. Title to the unexpended balance of
> any funds advanced and of any special financial institution account
> established pursuant to this clause shall remain in the Government and
> be superior to any claim or lien of the financial institution of
> deposit or others. It is understood that an advance to the contractor
> hereunder is not a loan to the contractor, and will not require the
> payment of interest by the contractor, and that the contractor
> acquires no right, title or interest in or to such advance other than
> the right to make expenditures therefrom, as provided in this clause.
>
> \(e\) *Review and approval of costs incurred*. The contractor shall
> prepare and submit annually as of September 30, a "Statement of Costs
> Incurred and Claimed" (Cost Statement) for the total of net
> expenditures accrued (i.e., net costs incurred) for the period covered
> by the Cost Statement. The contractor shall certify the Cost Statement
> subject to the penalty provisions for unallowable costs as stated in
> sections 306(b) and (i) of the Federal Property and Administrative
> Services Act of 1949 (41 U.S.C. 256), as amended. DOE, after audit and
> appropriate adjustment, will approve such Cost Statement. This
> approval by DOE will constitute an acknowledgment by DOE that the net
> costs incurred are allowable under the contract and that they have
> been recorded in the accounts maintained by the contractor in
> accordance with DOE accounting policies, but will not relieve the
> contractor of responsibility for DOE\'s assets in its care, for
> appropriate subsequent adjustments, or for errors later becoming known
> to DOE.
>
> (f*) Financial settlement*. The Government shall promptly pay to the
> contractor the unpaid balance of allowable costs and fee upon
> termination of the work, expiration of the term of the contract, or
> completion of the work and its acceptance by the Government after:

(1) Compliance by the contractor with DOE\'s patent clearance
    requirements, and

(2) The furnishing by the contractor of:

> \(i\) An assignment of the contractor\'s rights to any refunds,
> rebates, allowances, accounts receivable, collections accruing to the
> contractor in connection with the work under this contract, or other
> credits applicable to allowable costs under the contract;

(i) A closing financial statement;

(ii) The accounting for Government-owned property required by the clause
     entitled "Property"; and

(iii) A release discharging the Government, its officers, agents, and
      employees from all liabilities, obligations, and claims arising
      out of or under this contract subject only to the following
      exceptions:

> \(A\) Specified claims in stated amounts or in estimated amounts where
> the amounts are not susceptible to exact statement by the contractor;

(B) Claims, together with reasonable expenses incidental thereto, based
    upon liabilities of the contractor to third parties arising out of
    the performance of this contract; provided that such claims are not
    known to the contractor on the date of the execution of the release;
    and provided further that the contractor gives notice of such claims
    in writing to the contracting officer promptly, but not more than
    one (1) year after the contractor's right of action first accrues.
    In addition, the contractor shall provide prompt notice to the
    contracting officer of all potential claims under this clause,
    whether in litigation or not (see also Contract Clause I.99, DEAR
    970.5204-31, \"Insurance\--Litigation and Claims\");

(C) Claims for reimbursement of costs (other than expenses of the
    contractor by reason of any indemnification of the Government
    against patent liability), including reasonable expenses incidental
    thereto, incurred by the contractor under the provisions of this
    contract relating to patents; and

> \(D\) Claims recognizable under the clause entitled, Nuclear Hazards
> Indemnity Agreement.

(3) In arriving at the amount due the contractor under this clause,
    there shall be deducted,

> \(i\) any claim which the Government may have against the contractor
> in connection with this contract, and
>
> \(ii\) deductions due under the terms of this contract, and not
> otherwise recovered by or credited to the Government. The unliquidated
> balance of the special financial institution account may be applied to
> the amount due and any balance shall be returned to the Government
> forthwith.

\(g\) *Claims*. Claims for credit against funds advanced for payment
shall be accompanied by such supporting documents and justification as
the Contracting Officer shall prescribe.

\(h\) *Discounts*. The contractor shall take and afford the Government
the advantage of all known and available cash and trade discounts,
rebates, allowances, credits, salvage, and commissions unless the
Contracting Officer finds that action is not in the best interest of the
Government.

\(i\) *Collections.* All collections accruing to the contractor in
connection with the work under this contract, except for the
contractor\'s fee and royalties or other income accruing to the
contractor from technology transfer activities in accordance with this
contract, shall be Government property and shall be processed and
accounted for in accordance with applicable requirements imposed by the
contracting officer pursuant to the Laws, Regulations, and DOE
Directives clause of this contract and, to the extent consistent with
those requirements, shall be deposited in the special financial
institution account or otherwise made available for payment of allowable
costs under this contract, unless otherwise directed by the Contracting
Officer.

\(j\) *Direct payment of charges*. The Government reserves the right,
upon ten days written notice from the Contracting Officer to the
contractor, to pay directly to the persons concerned, all amounts due
which otherwise would be allowable under this contract. Any payment so
made shall discharge the Government of all liability to the Contractor
therefor.

# DEAR 970.5204‑17 POLITICAL ACTIVITY COST PROHIBITION (MAR 1998)

\(a\) Pursuant to the allowable cost provisions established elsewhere
under the contract, costs associated with the following activities are
not reimbursable under the contract:

\(1\) Attempts to influence the outcome of any Federal, State, or local
election, referendum, initiative, or similar procedure, through in-kind
or cash contributions, endorsements, publicity, or similar activities;

\(2\) Establishing, administering, contributing to, or paying the
expenses of a political party, campaign, political action committee, or
other organization established for the purpose of influencing the
outcomes of elections;

\(3\) Any attempt to influence (i) the introduction of Federal or State
legislation, or (ii) the enactment or modification of any pending
Federal or State legislation through communication with any member or
employee of the Congress or State legislature (including efforts to
influence state or local officials to engage in similar lobbying
activity), or with any government official or employee in connection
with a decision to sign or veto enrolled legislation;

\(4\) Any attempt to influence (i) the introduction of Federal or State
legislation, or (ii) the enactment or modification of any pending
Federal or State legislation by preparing, distributing or using
publicity or propaganda, or by urging members of the general public or
any segment thereof to contribute to or participate in any mass
demonstration, march, rally, fund raising drive, lobbying campaign or
letter writing or telephone campaign; or

\(5\) Legislative liaison activities, including attendance at
legislative sessions or committee hearings, gathering information
regarding legislation, and analyzing the effect of legislation, when
such activities are carried on in support of or in knowing preparation
for an effort to engage in unallowable activities.

\(6\) Contractor costs incurred to influence (directly or indirectly)
Federal, State, or local executive branch action on regulatory and
Contract matters.

\(b\) Costs of the following activities are excepted from the coverage
of paragraph (a) of this clause; provided that the resultant Contract
costs are reasonable and otherwise comply with the allowable cost
provisions of the contract:

\(1\) Providing Members of Congress, their staff members or staff of
cognizant legislative committees, in response to a request (written or
oral, prior or contemporaneous) from members of Congress, their staff
members, or staff of cognizant legislative committees, or as otherwise
directed by the Contracting Officer, information or expert advice of a
factual, technical, or scientific nature, with respect to topics
directly related to the performance of the Contract or proposed
legislation. In providing this information or expert advice, the
Contractor shall indicate to the recipient that it is not presenting the
views of DOE. Reasonable costs for transportation, lodging, or meals
incurred by Contractor employees for the purpose of providing such
information or expert advice shall also be reimbursable, provided the
request for such information or expert advice is a prior written request
signed by a Member of Congress, and provided such costs also comply with
the allowable cost provisions of the Contract.

\(2\) Providing State legislatures or subdivisions thereof, their staff
members, or staff of cognizant legislative committees, in response to a
prior written request from a State legislator, or as otherwise directed
by the Contracting Officer, information or expert advice of a factual,
technical, or scientific nature, with respect to topics directly related
to the performance of the Contract or proposed legislation. In providing
this information or expert advice, the Contractor shall indicate to the
recipient that it is not presenting the views of DOE. Reasonable costs
for transportation, lodging, or meals incurred by Contractor employees
shall be reimbursable, provided such costs also comply with the
allowable costs provision of the Contract.

\(3\) Any lobbying made unallowable under paragraph (a)(3) above to
influence State legislation in order to directly reduce Contract cost,
or to avoid material impairment of the Contractor\'s authority to
perform the Contract if authorized by the Contracting Officer.

\(4\) Any activity specifically authorized by statute to be undertaken
with funds from the contract.

\(c\) Unallowable lobbying costs incurred, if any, shall not be charged
to DOE, paid for with DOE funds or recorded as allowable costs in DOE\'s
system of accounts.

\(d\) The Contractor\'s annual certification, submitted as part of its
annual claim (i.e., Voucher Accounting for Net Expenditures Accrued
required under the clause titled \"Payments and Advances\") or cost
incurred statement, that the costs claimed are allowable under the
contract, shall also serve as the Contractor\'s certification that the
requirements and standards of this clause have been complied with.

\(e\) The Contractor shall maintain adequate records to demonstrate that
the annual certifications of claimed costs as being allowable comply
with the requirements of this clause.

\(f\) Time logs, calendars, or similar records shall not be created for
purposes of complying with this clause during any particular calendar
month when (1) An employee engages in legislative liaison activities (as
delineated in paragraphs (a) and (b) of this clause) 25 percent or less
of the employee\'s compensated hours of employment during that calendar
month, and (2) within the preceding five-year period, the Contractor has
not materially misstated allowable or unallowable costs of any nature,
including legislative liaison costs. When conditions (f)(1) and (2) of
this clause are met, the Contractor is not required to establish records
to support the allowability of claimed costs in addition to records
already required or maintained. Also, when conditions (f)(1) or (2) of
this clause are met, the absence of time logs, calendars, or similar
records will not serve as a basis for disallowing costs by contesting
estimates of legislative liaison activity time spent by employees during
any calendar month.

\(g\) During Contract performance, the Contractor should resolve, in
advance, any significant questions or disagreements between the
Contractor and DOE concerning compliance with this clause.

\(h\) In providing information or expert advice under paragraphs (b)(1)
and (b)(2) of this Clause, the Contractor shall advise the Contracting
Officer in advance or as soon as practicable.

# DEAR 970.5204‑19 PRINTING (APR 1984)

\(a\) To the extent that duplicating or printing services may be
required in the performance of this contract, the Contractor shall
provide or secure such services in accordance with the Government
Printing and Binding Regulations, Title 44 of the U.S. Code, and DOE
Directives relative thereto.

\(b\) The term \"Printing\" includes the following processes:
composition, platemaking, presswork, binding, microform publishing, or
the end items produced by such processes. Provided, however, that
performance of a requirement under this Contract involving the
duplication of less than 5,000 copies of a single page, or no more than
25,000 units in the aggregate of multiple pages, will not be deemed to
be printing.

\(c\) Printing services not obtained in compliance with this guidance
shall result in the cost of such printing being disallowed.

> \(d\) In all subcontracts hereunder which require printing (as that
> term is defined in Title I of the U.S. Government Printing and Binding
> Regulations), the Contractor shall include a provision substantially
> the same as this clause.

# DEAR 970.5203-1 MANAGEMENT CONTROLS (JUN 2007) (M013, M075, M092, M107)

> \(a\) (1) The contractor shall be responsible for maintaining, as an
> integral part of its organization, effective systems of management
> controls for both administrative and programmatic functions.
> Management controls comprise the plan of organization, methods, and
> procedures adopted including consideration of outsourcing of functions
> by management to reasonably ensure that: the mission and functions
> assigned to the contractor are properly executed; efficient and
> effective operations are promoted; resources are safeguarded against
> waste, loss, mismanagement, unauthorized use, or misappropriation; all
> encumbrances and costs that are incurred under the contract and fees
> that are earned are in compliance with applicable clauses and other
> current terms, conditions, and intended purposes; all collections
> accruing to the contractor in connection with the work under this
> contract, expenditures, and all other transactions and assets are
> properly recorded, managed, and reported; and financial, statistical,
> and other reports necessary to maintain accountability and managerial
> control are accurate, reliable, and timely.
>
> \(2\) The systems of controls employed by the contractor shall be
> documented and satisfactory to DOE.
>
> \(3\) Such systems shall be an integral part of the contractor\'s
> management functions, including defining specific roles and
> responsibilities for each level of management, and holding employees
> accountable for the adequacy of the management systems and controls in
> their areas of assigned responsibility.
>
> \(4\) The contractor shall, as part of the internal audit program
> required elsewhere in this contract, periodically review the
> management systems and controls employed in programs and
> administrative areas to ensure that they are adequate to provide
> reasonable assurance that the objectives of the systems are being
> accomplished and that these systems and controls are working
> effectively. Annually, or at other intervals directed by the
> contracting officer, the contractor shall supply to the contracting
> officer copies of the reports reflecting the status of recommendations
> resulting from management audits performed by its internal audit
> activity and any other audit organization. This requirement may be
> satisfied in part by the reports required under paragraph (i) of
> 970.5232-3, Accounts, records, and inspection.
>
> \(b\) The contractor shall be responsible for maintaining, as a part
> of its operational responsibilities, a baseline quality assurance
> program that implements documented performance, quality standards, and
> control and assessment techniques.

# DEAR 970.5245-1 PROPERTY (DEC 2000) (M013)

> \(a\) [Furnishing of Government property]{.underline}. The Government
> reserves the right to furnish any property or services required for
> the performance of the work under this contract.
>
> \(b\) [Title to property]{.underline}. Except as otherwise provided by
> the Contracting Officer, title to all materials, equipment, supplies,
> and tangible personal property of every kind and description purchased
> by the contractor, for the cost of which the Contractor is entitled to
> be reimbursed as a direct item of cost under this contract, shall pass
> directly from the vendor to the Government. The Government reserves
> the right to inspect, and to accept or reject, any item of such
> property. The Contractor shall make such disposition of rejected items
> as the Contracting Officer shall direct. Title to other property, the
> cost of which is reimbursable to the Contractor under this contract,
> shall pass to and vest in the Government upon (1) issuance for use of
> such property in the performance of this contract, or (2) commencement
> of processing or use of such property in the performance of this
> contract, or (3) reimbursement of the cost thereof by the Government,
> whichever first occurs. Property furnished by the Government and
> property purchased or furnished by the contractor, title to which
> vests in the Government, under this paragraph are hereinafter referred
> to as Government property. Title to Government property shall not be
> affected by the incorporation of the property into or the attachment
> of it to any property not owned by the Government, nor shall such
> Government property or any part thereof, be or become a fixture or
> lose its identity as personalty by reason of affixation to any realty.
>
> \(c\) [Identification]{.underline}. To the extent directed by the
> Contracting Officer, the Contractor shall identify Government property
> coming into the contractor\'s possession or custody, by marking and
> segregating in such a way, satisfactory to the Contracting Officer, as
> shall indicate its ownership by the Government.
>
> \(d\) [Disposition]{.underline}. The Contractor shall make such
> disposition of Government property which has come into the possession
> or custody of the Contractor under this contract as the Contracting
> Officer may direct during the progress of the work or upon completion
> or termination of this Contract. The Contractor may, upon such terms
> and conditions as the Contracting Officer may approve, sell, or
> exchange such property, or acquire such property at a price agreed
> upon by the Contracting Officer and the Contractor as the fair value
> thereof. The amount received by the Contractor as the result of any
> disposition, or the agreed fair value of any such property acquired by
> the contractor, shall be applied in reduction of costs allowable under
> this contract or shall be otherwise credited to account to the
> Government, as the Contracting Officer may direct. Upon completion of
> the work or the termination of this contract, the Contractor shall
> render an accounting, as prescribed by the Contracting Officer, of all
> Government property which had come into the possession or custody of
> the Contractor under this contract.
>
> \(e\) [Protection of Government property -- management of high‑risk
> property and classified materials]{.underline}.
>
> \(1\) The Contractor shall take all reasonable precautions, and such
> other actions as may be directed by the Contracting Officer, or in the
> absence of such direction, in accordance with sound business practice,
> to safeguard and protect Government property in the contractor\'s
> possession or custody.
>
> \(2\) In addition, the Contractor shall ensure that adequate
> safeguards are in place, and adhered to, for the handling, control and
> disposition of high‑risk property and classified materials throughout
> the life cycle of the property and materials consistent with the
> policies, practices and procedures for property management contained
> in the Federal Property Management regulations (41 CFR chapter 101),
> the DOE Property Management regulations (41 CFR chapter 109), and
> other applicable regulations.
>
> \(3\) High‑risk property is property, the loss, destruction, damage
> to, or the unintended or premature transfer of which could pose risks
> to the public, the environment, or the national security interests of
> the United States. High‑risk property includes proliferation
> sensitive, nuclear related dual use, export controlled, chemically or
> radioactively contaminated, hazardous, and specially designed and
> prepared property, including property on the militarily critical
> technologies list.
>
> \(f\) [Risk of loss of Government property]{.underline}.
>
> \(1\) (i) The Contractor shall not be liable for the loss or
> destruction of, or damage to, Government property unless such loss,
> destruction, or damage was caused by any of the following:
>
> \(A\) Willful misconduct or lack of good faith on the part of the
> contractor\'s managerial personnel;
>
> \(B\) Failure of the contractor\'s managerial personnel to take all
> reasonable steps to comply with any appropriate written direction of
> the Contracting Officer to safeguard such property under paragraph (e)
> of this clause; or
>
> \(C\) Failure of Contractor managerial personnel to establish,
> administer, or properly maintain an approved property management
> system in accordance with paragraph (i)(1) of this clause.
>
> \(ii\) If, after an initial review of the facts, the Contracting
> Officer informs the Contractor that there is reason to believe that
> the loss, destruction of, or damage to the Government property results
> from conduct falling within one of the categories set forth above, the
> burden of proof shall be upon the Contractor to show that the
> Contractor should not be required to compensate the Government for the
> loss, destruction, or damage.
>
> \(2\) In the event that the Contractor is determined liable for the
> loss, destruction or damage to Government property in accordance with
> (f)(1) of this clause, the contractor\'s compensation to the
> Government shall be determined as follows:
>
> \(i\) For damaged property, the compensation shall be the cost of
> repairing such damaged property, plus any costs incurred for temporary
> replacement of the damaged property. However, the value of repair
> costs shall not exceed the fair market value of the damaged property.
> If a fair market value of the property does not exist, the Contracting
> Officer shall determine the value of such property, consistent with
> all relevant facts and circumstances.
>
> \(ii\) For destroyed or lost property, the compensation shall be the
> fair market value of such property at the time of such loss or
> destruction, plus any costs incurred for temporary replacement and
> costs associated with the disposition of destroyed property. If a fair
> market value of the property does not exist, the Contracting Officer
> shall determine the value of such property, consistent with all
> relevant facts and circumstances.
>
> \(3\) The portion of the cost of insurance obtained by the Contractor
> that is allocable to coverage of risks of loss referred to in
> paragraph (f)(1) of this clause is not allowable.
>
> \(g\) [Steps to be taken in event of loss]{.underline}. In the event
> of any damage, destruction, or loss to Government property in the
> possession or custody of the Contractor with a value above the
> threshold set out in the contractor\'s approved property management
> system, the Contractor:
>
> \(1\) Shall immediately inform the Contracting Officer of the occasion
> and extent thereof,
>
> \(2\) Shall take all reasonable steps to protect the property
> remaining, and
>
> \(3\) Shall repair or replace the damaged, destroyed, or lost property
> in accordance with the written direction of the Contracting Officer.
> The Contractor shall take no action prejudicial to the right of the
> Government to recover therefore, and shall furnish to the Government,
> on request, all reasonable assistance in obtaining recovery.
>
> \(h\) [Government property for Government use only]{.underline}.
> Government property shall be used only for the performance of this
> contract.
>
> \(i\) [Property Management]{.underline}.
>
> \(1\) Property Management System.
>
> \(i\) The Contractor shall establish, administer, and properly
> maintain an approved property management system of accounting for and
> control, utilization, maintenance, repair, protection, preservation,
> and disposition of Government property in its possession under the
> Contract. The contractor\'s property management system shall be
> submitted to the Contracting Officer for approval and shall be
> maintained and administered in accordance with sound business
> practice, applicable Federal Property Management regulations and DOE
> Property Management regulations, and such directives or instructions
> which the Contracting Officer may from time to time prescribe.
>
> \(ii\) In order for a property management system to be approved, it
> must provide for:
>
> \(A\) Comprehensive coverage of property from the requirement
> identification, through its life cycle, to final disposition;
>
> \(B\) Employee personal responsibility and accountability for
> Government‑owned property;
>
> \(C\) Full integration with the contractor\'s other administrative and
> financial systems; and
>
> \(D\) A method for continuously improving property management
> practices through the identification of best practices established by
> \"best in class\'\' performers.
>
> \(iii\) Approval of the Contractor\'s property management system shall
> be contingent upon the completion of the baseline inventory as
> provided in subparagraph (i)(2) of this clause.
>
> \(2\) Property Inventory.
>
> \(i\) Unless otherwise directed by the Contracting Officer, the
> Contractor shall within six months after execution of the contract
> provide a baseline inventory covering all items of Government
> property.
>
> \(ii\) If the Contractor is succeeding another contractor in the
> performance of this contract, the Contractor shall conduct a joint
> reconciliation of the property inventory with the predecessor
> contractor. The Contractor agrees to participate in a joint
> reconciliation of the property inventory at the completion of this
> Contract. This information will be used to provide a baseline for the
> succeeding contract as well as information for closeout of the
> predecessor contract.

(j) The term \"contractor\'s managerial personnel\" as used in this
    clause means the Contractor\'s directors, officers and any of its
    managers, superintendents, or other equivalent representatives who
    have supervision or direction of:

> \(1\) All or substantially all of the Contractor\'s business; or
>
> \(2\) All or substantially all of the Contractor\'s operations at any
> one facility or separate location to which this contract is being
> performed; or

(3) A separate and complete major industrial operation in connection
    with the performance of this contract; or

(4) A separate and complete major construction, alteration, or repair
    operation in connection with performance of this contract; or

(5) A separate and discrete major task or operation in connection with
    the performance of this contract.

> \(k\) The Contractor shall include this clause in all cost
> reimbursable subcontracts.

# DEAR 970.5244-1 CONTRACTOR PURCHASING SYSTEM (MAY 2006) (M013, M046, M092)

> \(a\) General. The contractor shall develop, implement, and maintain
> formal policies, practices, and procedures to be used in the award of
> subcontracts consistent with this clause and 48 CFR 970.44. The
> contractor\'s purchasing system and methods shall be fully documented,
> consistently applied, and acceptable to DOE in accordance with 48 CFR
> 970.4401-1. The contractor shall maintain file documentation which is
> appropriate to the value of the purchase and is adequate to establish
> the propriety of the transaction and the price paid. The contractor\'s
> purchasing performance will be evaluated against such performance
> criteria and measures as may be set forth elsewhere in this contract.
> DOE reserves the right at any time to require that the contractor
> submit for approval any or all purchases under this contract. The
> contractor shall not purchase any item or service the purchase of
> which is expressly prohibited by the written direction of DOE and
> shall use such special and directed sources as may be expressly
> required by the DOE contracting officer. DOE will conduct periodic
> appraisals of the contractor\'s management of all facets of the
> purchasing function, including the contractor\'s compliance with its
> approved system and methods. Such appraisals will be performed through
> the conduct of Contractor Purchasing System Reviews in accordance with
> 48 CFR subpart 44.3, or, when approved by the contracting officer,
> through the contractor\'s participation in the conduct of the Balanced
> Scorecard performance measurement and performance management system.
> The contractor\'s approved purchasing system and methods shall include
> the requirements set forth in paragraphs (b) through (y) of this
> clause.
>
> \(b\) Acquisition of utility services. Utility services shall be
> acquired in accordance with the requirements of 48 CFR 970.41.
>
> \(c\) Acquisition of Real Property. Real property shall be acquired in
> accordance with 48 CFR Subpart 917.74.
>
> \(d\) Advance Notice of Proposed Subcontract Awards. Advance notice
> shall be provided in accordance with 48 CFR 970.4401-3.
>
> \(e\) Audit of Subcontractors.
>
> \(1\) The contractor shall provide for:
>
> \(i\) periodic post-award audit of cost-reimbursement subcontractors
> at all tiers, and
>
> \(ii\) audits, where necessary, to provide a valid basis for pre-award
> or cost or price analysis.
>
> \(2\) Responsibility for determining the costs allowable under each
> cost-reimbursement subcontract remains with the contractor or next
> higher-tier subcontractor. The contractor shall provide, in
> appropriate cases, for the timely involvement of the contractor and
> the DOE contracting officer in resolution of subcontract cost
> allowability.
>
> \(3\) Where audits of subcontractors at any tier are required,
> arrangements may be made to have the cognizant Federal agency perform
> the audit of the subcontract. These arrangements shall be made
> administratively between DOE and the other agency involved and shall
> provide for the cognizant agency to audit in an appropriate manner in
> light of the magnitude and nature of the subcontract. In no case,
> however, shall these arrangements preclude determination by the DOE
> contracting officer of the allowability or un-allowability of
> subcontractor costs claimed for reimbursement by the contractor.
>
> \(4\) Allowable costs for cost reimbursable subcontracts are to be
> determined in accordance with the cost principles of 48 CFR Part 31,
> appropriate for the type of organization to which the subcontract is
> to be awarded, as supplemented by 48 CFR Part 931. Allowable costs in
> the purchase or transfer from contractor-affiliated sources shall be
> determined in accordance with 48 CFR 970.4402-3 and 48 CFR
> 970.3102-3-21(b).
>
> \(f\) Bonds and Insurance.
>
> \(1\) The contractor shall require performance bonds in penal amounts
> as set forth in 48 CFR 28.102-2(a) for all fixed priced and
> unit-priced construction subcontracts in excess of \$100,000. The
> contractor shall consider the use of performance bonds in fixed price
> non-construction subcontracts, where appropriate.
>
> \(2\) For fixed-price, unit-priced and cost reimbursement construction
> subcontracts in excess of \$100,000 a payment bond shall be obtained
> on Standard Form 25A modified to name the contractor as well as the
> United States of America as obligees. The penal amounts shall be
> determined in accordance with 48 CFR 28.102-2(b).
>
> \(3\) For fixed-price, unit-priced and cost-reimbursement construction
> subcontracts, greater than \$25,000, but not greater than \$100,000,
> the contractor shall select two or more of the payment protections at
> 48 CFR 28.102-1(b), giving particular consideration to the inclusion
> of an irrevocable letter of credit as one of the selected
> alternatives.
>
> \(4\) A subcontractor may have more than one acceptable surety in both
> construction and other subcontracts, provided that in no case will the
> liability of any one surety exceed the maximum penal sum for which it
> is qualified for any one obligation. For subcontracts other than
> construction, a co-surety (two or more sureties together) may reinsure
> amounts in excess of their individual capacity, with each surety
> having the required underwriting capacity that appears on the list of
> acceptable corporate sureties.
>
> \(g\) Buy American. The contractor shall comply with the provisions of
> the Buy American Act as reflected in 48 CFR 52.225-3 and 48 CFR
> 52.225-5. The contractor shall forward determinations of
> non-availability of individual items to the DOE contracting officer
> for approval. Items in excess of \$100,000 require the prior
> concurrence of the Head of Contracting Activity. If, however, the
> contractor has an approved purchasing system, the Head of the
> Contracting Activity may authorize the contractor to make
> determinations of non-availability for individual items valued at
> \$100,000 or less.
>
> \(h\) Construction and Architect-Engineer Subcontracts.
>
> \(1\) Independent Estimates. A detailed, independent estimate of costs
> shall be prepared for all construction work to be subcontracted.
>
> \(2\) Specifications. Specifications for construction shall be
> prepared in accordance with the DOE publication entitled \"General
> Design Criteria Manual.\"
>
> \(3\) Prevention of Conflict of Interest.
>
> \(i\) The contractor shall not award a subcontract for construction to
> the architect-engineer firm or an affiliate that prepared the design.
> This prohibition does not preclude the award of a \"turnkey\"
> subcontract so long as the subcontractor assumes all liability for
> defects in design and construction and consequential damages.
>
> \(ii\) The contractor shall not award both a cost-reimbursement
> subcontract and a fixed-price subcontract for construction or
> architect-engineer services or any combination thereof to the same
> firm where those subcontracts will be performed at the same site.
>
> \(iii\) The contractor shall not employ the construction subcontractor
> or an affiliate to inspect the firm\'s work. The contractor shall
> assure that the working relationships of the construction
> subcontractor and the subcontractor inspecting its work and the
> authority of the inspector are clearly defined.
>
> \(i\) Contractor-Affiliated Sources. Equipment, materials, supplies,
> or services from a contractor-affiliated source shall be purchased or
> transferred in accordance with 48 CFR 970.4402-3.
>
> \(j\) Contractor-Subcontractor Relationship. The obligations of the
> contractor under paragraph (a) of this clause, including the
> development of the purchasing system and methods, and purchases made
> pursuant thereto, shall not relieve the contractor of any obligation
> under this contract (including, among other things, the obligation to
> properly supervise, administer, and coordinate the work of
> subcontractors). Subcontracts shall be in the name of the contractor,
> and shall not bind or purport to bind the Government.
>
> \(k\) Government Property. Identification, inspection, maintenance,
> protection, and disposition of Government property shall conform with
> the policies and principles of 48 CFR Part 45, 48 CFR 945, the Federal
> Property Management Regulations 41 CFR Chapter 101, the DOE Property
> Management Regulations 41 CFR Chapter 109, and their contracts.
>
> \(l\) Indemnification. Except for Price-Anderson Nuclear Hazards
> Indemnity, no subcontractor may be indemnified except with the prior
> approval of the Senior Procurement Executive.
>
> \(m\) Leasing of Motor Vehicles. Contractors shall comply with 48 CFR
> 8.11 and 48 CFR 908.11.
>
> \(n\) \[Removed and Reserved.\]
>
> \(o\) Management, Acquisition and Use of Information Resources.
> Requirements for automatic data processing resources and
> telecommunications facilities, services, and equipment, shall be
> reviewed and approved in accordance with applicable DOE Orders and
> regulations regarding information resources.
>
> \(p\) Priorities, Allocations and Allotments. Priorities, allocations
> and allotments shall be extended to appropriate subcontracts in
> accordance with the clause or clauses of this contract dealing with
> priorities and allocations.
>
> \(q\) Purchase of Special Items. Purchase of the following items shall
> be in accordance with the following provisions of 48 CFR 908.71 and
> the Federal Property Management Regulations, 41 CFR Chapter 101:
>
> \(1\) Motor vehicles-48 CFR 908.7101
>
> \(2\) Aircraft-48 CFR 908.7102
>
> \(3\) Security Cabinets-48 CFR 908.7106
>
> \(4\) Alcohol-48 CFR 908.7107
>
> \(5\) Helium-48 CFR 908.7108
>
> \(6\) Fuels and packaged petroleum products-48 CFR 908.7109
>
> \(7\) Coal-48 CFR 908.7110
>
> \(8\) Arms and Ammunition-48 CFR 908.7111
>
> \(9\) Heavy Water-48 CFR 908.7121(a)
>
> \(10\) Precious Metals-48 CFR 908.7121(b)
>
> \(11\) Lithium-48 CFR 908.7121(c)
>
> \(12\) Products and services of the blind and severely handicapped-41
> CFR 101-26.701
>
> \(13\) Products made in Federal penal and correctional institutions-41
> CFR 101-26.702
>
> \(r\) Purchase vs. Lease Determinations. Contractors shall determine
> whether required equipment and property should be purchased or leased,
> and establish appropriate thresholds for application of lease vs.
> purchase determinations. Such determinations shall be made:
>
> \(1\) at time of original acquisition;
>
> \(2\) when lease renewals are being considered; and
>
> \(3\) at other times as circumstances warrant.
>
> \(s\) Quality Assurance. Contractors shall provide no less protection
> for the Government in its subcontracts than is provided in the prime
> contract.
>
> \(t\) Setoff of Assigned Subcontractor Proceeds. Where a subcontractor
> has been permitted to assign payments to a financial institution, the
> assignment shall treat any right of setoff in accordance with 48 CFR
> 932.803.
>
> \(u\) Strategic and Critical Materials. The contractor may use
> strategic and critical materials in the National Defense Stockpile.
>
> \(v\) Termination. When subcontracts are terminated as a result of the
> termination of all or a portion of this contract, the contractor shall
> settle with subcontractors in conformity with the policies and
> principles relating to settlement of prime contracts in 48 CFR
> Subparts 49.1, 49.2 and 49.3. When subcontracts are terminated for
> reasons other than termination of this contract, the contractor shall
> settle such subcontracts in general conformity with the policies and
> principles in 48 CFR Subparts 49.1, 49.2, 49.3 and 49.4. Each such
> termination shall be documented and consistent with the terms of this
> contract. Terminations which require approval by the Government shall
> be supported by accounting data and other information as may be
> directed by the contracting officer.
>
> \(w\) Unclassified Controlled Nuclear Information. Subcontracts
> involving unclassified uncontrolled nuclear information shall be
> treated in accordance with 10 CFR part 1017.
>
> \(x\) Subcontract Flowdown Requirements. In addition to terms and
> conditions that are included in the prime contract which direct
> application of such terms and conditions in appropriate subcontracts,
> the contractor shall include the following clauses in subcontracts, as
> applicable:
>
> \(1\) Davis-Bacon clauses prescribed in 48 CFR 22.407.
>
> \(2\) Foreign Travel clause prescribed in 48 CFR 952.247-70.
>
> \(3\) Counterintelligence clause prescribed in 48 CFR 970.0404-4(a).
>
> \(4\) Service Contract Act clauses prescribed in 48 CFR 22.1006.
>
> \(5\) State and local taxes clause prescribed in 48 CFR 970.2904-1.
>
> \(6\) Cost or pricing data clauses prescribed in 48 CFR
> 970.1504-3-1(b).
>
> \(y\) Legal Services. Contractor purchases of litigation and other
> legal services are subject to the requirements in 10 CFR part 719 and
> the requirements of this clause.

# DEAR 970.5229-1 STATE AND LOCAL TAXES (DEC 2000) (M013)

> \(a\) The contractor agrees to notify the contracting officer of any
> State or local tax, fee, or charge levied or purported to be levied on
> or collected from the contractor with respect to the contract work,
> any transaction thereunder, or property in the custody or control of
> the contractor and constituting an allowable item of cost if due and
> payable, but which the contractor has reason to believe, or the
> contracting officer has advised the contractor, is or may be
> inapplicable or invalid; and the contractor further agrees to refrain
> from paying any such tax, fee, or charge unless authorized in writing
> by the contracting officer. Any State or local tax, fee, or charge
> paid with the approval of the contracting officer or on the basis of
> advice from the contracting officer that such tax, fee, or charge is
> applicable and valid, and which would otherwise be an allowable item
> of cost, shall not be disallowed as an item of cost by reason of any
> subsequent ruling or determination that such tax, fee, or charge was
> in fact inapplicable or invalid.
>
> \(b\) The contractor agrees to take such action as may be required or
> approved by the contracting officer to cause any State or local tax,
> fee, or charge which would be an allowable cost to be paid under
> protest; and to take such action as may be required or approved by the
> contracting officer to seek recovery of any payments made, including
> assignment to the Government or its designee of all rights to an
> abatement or refund thereof, and granting permission for the
> Government to join with the contractor in any proceedings for the
> recovery thereof or to sue for recovery in the name of the contractor.
> If the contracting officer directs the contractor to institute
> litigation to enjoin the collection of or to recover payment of any
> such tax, fee, or charge referred to above, or if a claim or suit is
> filed against the contractor for a tax, fee, or charge it has
> refrained from paying in accordance with this clause, the procedures
> and requirements of the clause entitled \"Insurance-Litigation and
> Claims\" shall apply and the costs and expenses incurred by the
> contractor shall be allowable items of costs, as provided in this
> contract, together with the amount of any judgment rendered against
> the contractor.
>
> \(c\) The Government shall hold the contractor harmless from penalties
> and interest incurred through compliance with this clause. All
> recoveries or credits in respect of the foregoing taxes, fees, and
> charges (including interest) shall inure to and be for the sole
> benefit of the Government.

# DEAR 970.5204‑27(b) CONSULTANT OR OTHER COMPARABLE EMPLOYMENT SERVICES (MAY 1989)

> The Contractor shall require all employees who are employed full‑time
> (an individual who performs work under the cost‑type contract on a
> full‑time annual basis) or part‑time (50 percent or more of regular
> annual compensation received under terms of a contract with the
> Department of Energy (DOE)) on the Contract work to disclose to the
> Contractor all consultant or other comparable employment services
> which the employees propose to undertake for others. The Contractor
> shall transmit to the Contracting Officer all information obtained
> from such disclosures. The Contractor will require any employee who
> will be employed full‑time on the Contract work to agree, as a
> condition of his participation in such work, that he will not perform
> consultant or other comparable employment services for another DOE
> Contractor in the same or related energy field or another organization
> except with the prior approval of the Contractor. If the Contractor
> believes, with respect to any employee who is employed full‑time on
> the Contract work, that any proposed consultant or other comparable
> employment service may involve: (1) a rate of remuneration
> significantly in excess of the employee\'s regular rate of
> remuneration; (2) a significant question concerning possible conflict
> with DOE\'s policies regarding conduct of employees of DOE\'s
> Contractors; (3) the Contractor\'s responsibility to report fully and
> promptly to DOE all significant research and development information;
> or (4) the patent provisions of the Contractor\'s Contract with DOE,
> the Contractor shall obtain the prior approval of the Contracting
> Officer for such consultant or other comparable employment service.

# RESERVED

# DEAR 970.5204‑29 PERMITS OR LICENSES (APR 1984)

> Except as otherwise directed by the Contracting Officer, the
> Contractor shall procure all necessary permits or licenses and abide
> by all applicable laws, regulations, and ordinances of the
> United States and of the state, territory, and political subdivision
> in which the work under this Contract is performed.

# DEAR 970.5204‑31 INSURANCE \-- LITIGATION AND CLAIMS (JUN 1997) (MODIFIED)

> \(a\) The contractor may, with the prior written authorization of the
> contracting officer, and shall, upon the request of the Government,
> initiate litigation against third parties, including proceedings
> before administrative agencies, in connection with this contract. The
> contractor shall proceed with such litigation in good faith and as
> directed from time to time by the contracting officer.
>
> \(b\) The contractor shall give the contracting officer immediate
> notice in writing of any legal proceeding, including any proceeding
> before an administrative agency, filed against the contractor arising
> out of the performance of this contract. Except as otherwise directed
> by the contracting officer, in writing, the contractor shall furnish
> immediately to the contracting officer copies of all pertinent papers
> received by the contractor with respect to such action. The
> contractor, with the prior written authorization of the contracting
> officer, shall proceed with such litigation in good faith and as
> directed from time to time by the contracting officer.
>
> \(c\) (1) Except as provided in paragraph (c)(2) of this clause, the
> contractor shall procure and maintain such bonds and insurance as
> required by law or approved in writing by the contracting officer.
>
> \(2\) The contractor may, with the approval of the contracting
> officer, maintain a self‑insurance program; provided that, with
> respect to workers\' compensation, the contractor is qualified
> pursuant to statutory authority.
>
> \(3\) All bonds and insurance required by this clause shall be in a
> form and amount and for those periods as the contracting officer may
> require or approve and with sureties and insurers approved by the
> contracting officer.
>
> \(d\) The contractor agrees to submit for the contracting officer\'s
> approval, to the extent and in the manner required by the contracting
> officer, any other bonds and insurance that are maintained by the
> contractor in connection with the performance of this contract and for
> which the contractor seeks reimbursement. If an insurance cost
> (whether a premium for commercial insurance or related to
> self‑insurance) includes a portion covering costs made unallowable
> elsewhere in the contract, and the share of the cost for coverage for
> the unallowable cost is determinable, the portion of the cost that is
> otherwise an allowable cost under this contract is reimbursable to the
> extent determined by the contracting officer.
>
> \(e\) Except as provided in subparagraphs (g) and (h) of this clause,
> or specifically disallowed elsewhere in this contract, the contractor
> shall be reimbursed --
>
> \(1\) For that portion of the reasonable cost of bonds and insurance
> allocable to this contract required in accordance with contract terms
> or approved under this clause, and
>
> \(2\) For liabilities (and reasonable expenses incidental to such
> liabilities, including litigation costs) to third persons not
> compensated by insurance or otherwise without regard to and as an
> exception to the clause of this contract entitled, "Obligation of
> Funds."
>
> \(f\) The Government\'s liability under paragraph (e) of this clause
> is subject to the availability of appropriated funds. Nothing in this
> contract shall be construed as implying that the Congress will, at a
> later date, appropriate funds sufficient to meet deficiencies.
>
> \(g\) Notwithstanding any other provision of this contract, the
> contractor shall not be reimbursed for liabilities (and expenses
> incidental to such liabilities, including litigation costs, counsel
> fees, judgment and settlements) --
>
> \(1\) Which are otherwise unallowable by law or the provisions of this
> contract; or

(1) For which the contractor has failed to insure or to maintain
    insurance as required by law, this contract, or by the written
    direction of the contracting officer.

> \(h\) In addition to the cost reimbursement limitations contained in
> DEAR 970.3102, and notwithstanding any other provision of this
> contract, the contractor\'s liabilities to third persons (and any
> expenses incidental to such liabilities, including litigation costs,
> counsel fees, judgments and settlements) shall not be reimbursed if
> such liabilities were caused by contractor managerial personnel\'s --
>
> \(1\) Willful misconduct,
>
> \(2\) Lack of good faith, or
>
> \(3\) Failure to exercise prudent business judgment, which means
> failure to act in the same manner as a prudent person in the conduct
> of competitive business; or, in the case of a non‑profit educational
> institution, failure to act in the manner that a prudent person would
> under the circumstances prevailing at the time the decision to incur
> the cost is made.
>
> \(i\) The burden of proof shall be upon the contractor to establish
> that costs covered by paragraph (h) of this clause are allowable and
> reasonable if, after an initial review of the facts, the contracting
> officer challenges a specific cost or informs the contractor that
> there is reason to believe that the cost results from willful
> misconduct, lack of good faith, or failure to exercise prudent
> business judgment by contractor managerial personnel.
>
> \(j\) (1) All litigation costs, including counsel fees, judgments and
> settlements shall be differentiated and accounted for by the
> contractor so as to be separately identifiable. If the contracting
> officer provisionally disallows such costs, then the contractor may
> not use funds advanced by DOE under the contract to finance the
> litigation.
>
> \(2\) Punitive damages are not allowable unless the act or failure to
> act which gave rise to the liability resulted from compliance with
> specific terms and conditions of the contract or written instructions
> from the contracting officer.
>
> \(3\) The portion of the cost of insurance obtained by the contractor
> that is allocable to coverage of liabilities referred to in paragraph
> (g)(1) of this clause is not allowable.
>
> \(4\) The term \"contractor\'s managerial personnel\" is defined in
> clause paragraph (j) of 48 CFR 970.5204-21.
>
> \(k\) The contractor may at its own expense and not as an allowable
> cost procure for its own protection insurance to compensate the
> contractor for any unallowable or unreimbursable costs incurred in
> connection with contract performance.
>
> \(l\) If any suit or action is filed or any claim is made against the
> contractor, the cost and expense of which may be reimbursable to the
> contractor under this contract, and the risk of which is then
> uninsured or is insured for less than the amount claimed, the
> contractor shall --
>
> \(1\) Immediately notify the contracting officer and promptly furnish
> copies of all pertinent papers received;
>
> \(2\) Authorize Department representatives to collaborate with:
> in‑house or DOE‑approved outside counsel in settling or defending the
> claim; or counsel for the insurance carrier in settling or defending
> the claim if the amount of the liability claimed exceeds the amount of
> coverage, unless precluded by the terms of the insurance contract; and
>
> \(3\) Authorize Department representatives to settle the claim or to
> defend or represent the contractor in and/or to take charge of any
> litigation, if required by the Department, if the liability is not
> insured or covered by bond. In any action against more than one
> Department contractor, the Department may require the contractor to be
> represented by common counsel. Counsel for the contractor may, at the
> contractor\'s own expense, be associated with the Department
> representatives in any such claim or litigation.

# DEAR 952.211-71 PRIORITIES AND ALLOCATIONS (ATOMIC ENERGY (JUN 1996) (M046)

> The Contractor shall follow the provisions of Defense Priorities and
> Allocations System (DPAS) regulation (15 CFR Part 700) in obtaining
> controlled materials and other products and materials needed to fill
> this contract.

# DEAR 970.5236-1 GOVERNMENT FACILITY SUBCONTRACT APPROVAL (DEC 2000) (M013)

> Upon request of the Contracting Officer and acceptance thereof by the
> contractor, the Contractor shall procure, by subcontract, the
> construction of new facilities or the alteration or repair of
> Government‑owned facilities at the plant. Any subcontract entered into
> under this paragraph shall be subject to the written approval of the
> Contracting Officer and shall contain the provisions relative to labor
> and wages required by law to be included in contracts for the
> construction, alteration, and/or repair, including painting and
> decorating, of a public building or public work.

# DEAR 970.5223-2 AFFIRMATIVE PROCUREMENT PROGRAM (MAR 2003) (M046)

(a) In the performance of this contract, the Contractor shall comply
    with the requirements of Executive Order 13101 and the U.S.
    Department of Energy (DOE) Affirmative Procurement Program Guidance.
    This guidance includes requirements concerning environmentally
    preferable products and services, recycled content products and
    biobased products. This guidance is available on the Internet.

(b) In complying with the requirements of paragraph (a) of this clause,
    the Contractor shall coordinate its activities with the **DOE**
    Recycling Coordinator. Reports required by paragraph (c) of this
    clause shall be submitted through the **DOE** Recycling Coordinator.

(c) The Contractor shall prepare and submit reports, at the end of the
    Federal fiscal year, on matters related to the acquisition of items
    designated in EPA\'s Comprehensive Procurement Guidelines that
    Federal agencies and their Contractors are to procure with
    recovered/recycled content.

(d) If the Contractor subcontracts a significant portion of the
    operation of the Government facility which includes the acquisition
    of items designated in EPA\'s Comprehensive Procurement Guidelines,
    the subcontract shall contain a clause substantially the same as
    this clause. The EPA Comprehensive Procurement Guidelines identify
    products which Federal agencies and their Contractors are to procure
    with recycled content pursuant to 40 CFR 247. Examples of such a
    subcontract would be operation of the facility supply function,
    construction or remodeling at the facility, or maintenance of the
    facility motor vehicle fleet. In situations in which the facility
    management contractor can reasonably determine the amount of
    products with recovered/recycled content to be acquired under the
    subcontract, the facility management contractor is not required to
    flow down the reporting requirement of this clause. Instead, the
    facility management contractor may include such quantities in its
    own report and include an agreement in the subcontract that such
    products will be acquired with recovered/recycled content and that
    the subcontractor will advise if it is unable to procure such
    products with recovered/recycled content because the product is not
    available: (i) competitively within a reasonable time; (ii) at a
    reasonable price; or, (iii) within the performance requirements. If
    reports are required of the subcontractor, such reports shall be
    submitted to the facility management contractor. The reports may be
    submitted at the conclusion of the subcontract term provided that
    the subcontract delivery term is not multi-year in nature. If the
    delivery term is multi-year, the subcontractor shall report its
    accomplishments for each Federal fiscal year in a manner and at a
    time or times acceptable to both parties.

(e) When this clause is used in a subcontract, the word \"Contractor\'\'
    will be understood to mean \"subcontractor\'\' and the term \"DOE
    Recycling Coordinator\'\' will be understood to mean \"Contractor
    Recycling Coordinator.\'\'

# DEAR 970.5227-3 TECHNOLOGY TRANSFER MISSION (DEVIATION-JULY 2006) (M029, M107)

> This clause has as its purpose implementation of the National
> Competitiveness Technology Transfer Act of 1989 (Sections 3131, 3132,
> 3133, and 3157 of Pub. L. 101-189 and as amended by Pub. L. 103-160,
> Sections 3134 and 3160). The Contractor shall conduct technology
> transfer activities with a purpose of providing benefit from Federal
> research to U.S. industrial competitiveness.
>
> \(a\) *Authority.*
>
> \(1\) In order to ensure the full use of the results of research and
> development efforts of, and the capabilities of, the weapon production
> facility, technology transfer, including Cooperative Research and
> Development Agreements (CRADAs), is established as a mission of the
> weapon production facility consistent with the policy, principles and
> purposes of Sections 11(a)(1) and 12(g) of the Stevenson-Wydler
> Technology Innovation Act of 1980, as amended [(15 U.S.C.
> 3710a);](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=3&_butInline=1&_butinfo=15 USC 3710A&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=04663a829ea2d68c8b3a776a5de294e4)
> Section 3132(b) of Pub. L. 101-189, Sections 3134 and 3160 of Pub. L.
> 103-160, and of Chapter 38 of the Patent Laws [(35 U.S.C.
> 200](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=4&_butInline=1&_butinfo=35 USC 200&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=e8fe1982f0b48bbd389f86e3d12fcdb3)
> *et seq.*); Section 152 of the Atomic Energy Act of 1954, as amended
> [(42 U.S.C.
> 2182);](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=5&_butInline=1&_butinfo=42 USC 2182&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=ad553dd46c418561e10b2960ef3e3c3a)
> Section 9 of the Federal Nonnuclear Energy Research and Development
> Act of 1974 [(42 U.S.C.
> 5908);](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=6&_butInline=1&_butinfo=42 USC 5908&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=362666d5b23ec4c6d46dec1b8ed96391)
> and Executive Order 12591 of April 10, 1987.
>
> \(2\) In pursuing the technology transfer mission, the Contractor is
> authorized to conduct activities including but not limited to:
> identifying and protecting Intellectual Property made, created or
> acquired at or by the weapon production facility; negotiating
> licensing agreements and assignments for Intellectual Property made,
> created or acquired at or by the weapon production facility that the
> Contractor controls or owns; bailments; negotiating all aspects of and
> entering into CRADAs; providing technical consulting and personnel
> exchanges; conducting science education activities and reimbursable
> Work for Others (WFO); providing information exchanges; and making
> available weapon production facility or weapon production user
> facilities. It is fully expected that the Contractor shall use all of
> the mechanisms available to it to accomplish this technology transfer
> mission, including, but not limited to, CRADAs, user facilities, WFO,
> science education activities, consulting, personnel exchanges,
> assignments, and licensing in accordance with this clause.
>
> \(b\) *Definitions.*
>
> \(1\) Contractor\'s weapon production facility Director means the
> individual who has supervision over all or substantially all of the
> Contractor\'s operations at the weapon production facility.
>
> \(2\) Intellectual Property means patents, trademarks, copyrights,
> mask works, protected CRADA information, and other forms of comparable
> property rights protected by Federal Law and other foreign
> counterparts.
>
> \(3\) Cooperative Research and Development Agreement (CRADA) means any
> agreement entered into between the Contractor as operator of the
> weapon production facility, and one or more parties including at least
> one non-Federal party under which the Government, through its weapon
> production facility, provides personnel, services, facilities,
> equipment, intellectual property, or other resources with or without
> reimbursement (but not funds to non-Federal parties) and the
> non-Federal parties provide funds, personnel, services, facilities,
> equipment, intellectual property, or other resources toward the
> conduct of specified research or development efforts which are
> consistent with the missions of the weapon production facility; except
> that such term does not include a procurement contract, grant, or
> cooperative agreement as those terms are used in sections 6303, 6304,
> and 6305 of Title 31 of the United States Code.
>
> \(4\) Joint Work Statement (JWS) means a proposal for a CRADA prepared
> by the Contractor, signed by the Contractor\'s weapon production
> facility Director or designee which describes the following:
>
> \(i\) Purpose;
>
> \(ii\) Scope of Work which delineates the rights and responsibilities
> of the Government, the Contractor and Third Parties, one of which must
> be a non-Federal party;
>
> \(iii\) Schedule for the work; and
>
> \(iv\) Cost and resource contributions of the parties associated with
> the work and the schedule.
>
> \(5\) Assignment means any agreement by which the Contractor transfers
> ownership of weapon production facility Intellectual Property, subject
> to the Government\'s retained rights.
>
> \(6\) Weapon production facility Biological Materials means biological
> materials capable of replication or reproduction, such as plasmids,
> deoxyribonucleic acid molecules, ribonucleic acid molecules, living
> organisms of any sort and their progeny, including viruses, prokaryote
> and eukaryote cell lines, transgenic plants and animals, and any
> derivatives or modifications thereof or products produced through
> their use or associated biological products, made under this contract
> by weapon production facility employees or through the use of weapon
> production facility research facilities.
>
> \(7\) Weapon production facility Tangible Research Product means
> tangible material results of research which
>
> \(i\) Are provided to permit replication, reproduction, evaluation or
> confirmation of the research effort, or to evaluate its potential
> commercial utility;
>
> \(ii\) Are not materials generally commercially available; and
>
> \(iii\) Were made under this contract by weapon production facility
> employees or through the use of weapon production facility research
> facilities.
>
> \(8\) Bailment means any agreement in which the Contractor permits the
> commercial or non-commercial transfer of custody, access or use of
> weapon production facility Biological Materials or weapon production
> facility Tangible Research Product for a specified purpose of
> technology transfer or research and development, including without
> limitation evaluation, and without transferring ownership to the
> bailee.
>
> \(9\) Privately funded technology transfer means the prosecuting,
> maintaining, licensing, and marketing of inventions which are not
> owned by the Government (and not related to CRADAs) when such
> activities are conducted entirely without the use of Government funds.
>
> \(c\) *Allowable Costs.*
>
> \(1\) The Contractor shall establish and carry out its technology
> transfer efforts through appropriate organizational elements
> consistent with the requirements for an Office of Research and
> Technology Applications (ORTA) pursuant to paragraphs (b) and (c) of
> Section 11 of the Stevenson-Wydler Technology Innovation Act of 1980,
> as amended [(15 U.S.C.
> 3710).](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=7&_butInline=1&_butinfo=15 USC 3710&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=b317cf551678bdd8968f2683f565b27d)
> The costs associated with the conduct of technology transfer through
> the ORTA including activities associated with obtaining, maintaining,
> licensing, and assigning Intellectual Property rights, increasing the
> potential for the transfer of technology, and the widespread notice of
> technology transfer opportunities, shall be deemed allowable provided
> that such costs meet the other requirements of the allowable costs
> provisions of this Contract. In addition to any separately designated
> funds, these costs in any fiscal year shall not exceed an amount equal
> to 0.5 percent of the operating funds included in the Federal research
> and development budget (including Work For Others) of the weapon
> production facility for that fiscal year without written approval of
> the contracting officer.
>
> \(2\) The Contractor\'s participation in litigation to enforce or
> defend Intellectual Property claims incurred in its technology
> transfer efforts shall be as provided in the clause entitled
> \"Insurance \-- Litigation and Claims\" of this contract.
>
> \(d\) *Conflicts of Interest \-- Technology Transfer.* The Contractor
> shall have implementing procedures that seek to avoid employee and
> organizational conflicts of interest, or the appearance of conflicts
> of interest, in the conduct of its technology transfer activities.
> These procedures shall apply to other persons participating in weapon
> production facility research or related technology transfer
> activities. Such implementing procedures shall be provided to the
> contracting officer for review and approval within sixty (60) days
> after execution of this contract. The contracting officer shall have
> thirty (30) days thereafter to approve or require specific changes to
> such procedures. Such implementing procedures shall include procedures
> to:
>
> \(1\) Inform employees of and require conformance with standards of
> conduct and integrity in connection with research involving nonfederal
> sponsors and for CRADA activity in accordance with the provisions of
> paragraph (n)(5) of this clause;
>
> \(2\) Review and approve employee activities so as to avoid conflicts
> of interest arising from commercial utilization activities relating to
> Contractor-developed Intellectual Property;
>
> \(3\) Conduct work performed using royalties so as to avoid
> interference with or adverse effects on ongoing DOE projects and
> programs;
>
> \(4\) Conduct activities relating to commercial utilization of
> Contractor-developed Intellectual Property so as to avoid interference
> with or adverse effects on user facility or WFO activities of the
> Contractor;
>
> \(5\) Conduct DOE-funded projects and programs so as to avoid the
> appearance of conflicts of interest or actual conflicts of interest
> with non-Government funded work;
>
> \(6\) Notify the contracting officer with respect to any new work to
> be performed or proposed to be performed under the Contract for DOE or
> other Federal agencies where the new work or proposal involves
> Intellectual Property in which the Contractor has obtained or intends
> to request or elect title;
>
> \(7\) Except as provided elsewhere in this Contract, obtain the
> approval of the contracting officer for any licensing of or assignment
> of title to Intellectual Property rights by the Contractor to any
> business or corporate affiliate of the Contractor;
>
> \(8\) Obtain the approval of the contracting officer prior to any
> assignment, exclusive licensing, or option for exclusive licensing, of
> Intellectual Property to any individual who has been a weapon
> production facility employee within the previous two years or to the
> company in which the individual is a principal;
>
> \(9\) Notify non-Federal sponsors of WFO activities, or non-Federal
> users of user facilities, of any relevant Intellectual Property
> interest of the Contractor prior to execution of WFOs or user
> agreements; and
>
> \(10\) Notify DOE prior to the Contractor's evaluating a technical
> proposal for funding by a third party or a DOE Program, when the
> subject matter of the proposal involves an elected or waived subject
> invention under this contract or one in which the Contractor intends
> to elect to retain title under this contract.
>
> \(e\) *Fairness of Opportunity.* In conducting its technology transfer
> activities, the Contractor shall prepare procedures and take all
> reasonable measures to ensure widespread notice of availability of
> technologies suited for transfer and opportunities for exclusive
> licensing and joint research arrangements. The requirement to widely
> disseminate the availability of technology transfer opportunities does
> not apply to a specific application originated outside of the weapon
> production facility and by entities other than the Contractor.
>
> \(f\) *U.S. Industrial Competitiveness for Licensing and Assignments
> of Intellectual Property.*
>
> \(1\) In the interest of enhancing U.S. Industrial Competitiveness in
> its licensing and assignments of Intellectual Property, the Contractor
> shall give preference in such a manner as to enhance the accrual of
> economic and technological benefits to the U.S. domestic economy. The
> Contractor shall consider the following factors in all of its
> decisions involving licensing and assignment of weapon production
> facility intellectual property where the weapon production facility
> obtains rights during the course of the Contractor\'s operation of the
> weapon production facility under this contract:
>
> \(i\) whether any resulting design and development will be performed
> in the United States and whether resulting products, embodying parts,
> including components thereof, will be substantially manufactured in
> the United States; or
>
> \(ii\) (A) whether a proposed licensee or an assignee has a business
> unit located in the United States and whether significant economic and
> technical benefits will flow to the United States as a result of the
> license or assignment agreement;
>
> \(B\) in licensing or assigning any entity subject to the control of a
> foreign company or government, whether such foreign government permits
> United States agencies, organizations or other persons to enter into
> cooperative research and development agreements and licensing
> agreements, and has policies to protect United States Intellectual
> Property rights; and
>
> \(C\) if the proposed licensee, assignee, or parent of either type of
> entity is subject to the control of a foreign company or government,
> the Contractor, with the assistance of the Contracting Officer, in
> considering the factors set forth in paragraph (B) herein, may rely
> upon the following information; (1) U.S. Trade Representative
> Inventory of Foreign Trade Barriers, (2) U.S. Trade Representative
> Special 301 Report, and, (3) such other relevant information available
> to the contracting officer. The Contractor should review the U.S.
> Trade Representative web site at: \<http://www.ustr.gov\> for the most
> current versions of these reports and other relevant information. The
> Contractor is encouraged to utilize other available resources, as
> necessary, to allow for a complete and informed decision.
>
> \(2\) If the Contractor determines that neither of the conditions in
> paragraphs (f)(1)(i) or (ii) of this clause is likely to be fulfilled,
> the Contractor, prior to entering into such an agreement, must obtain
> the approval of the contracting officer. The contracting officer shall
> act on any such requests for approval within thirty (30) days.
>
> \(3\) The Contractor agrees to be bound by the provisions of [35
> U.S.C.
> 204](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=8&_butInline=1&_butinfo=35 USC 204&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=8b7164bc1936872809ce6a75178dbfc9)
> (Preference for United States industry).
>
> \(g\) *Indemnity \-- Product Liability.* In entering into written
> technology transfer agreements, including but not limited to, research
> and development agreements, licenses, assignments and CRADAs, the
> Contractor agrees to include in such agreements a requirement that the
> U.S. Government and the Contractor, except for any negligent acts or
> omissions of the Contractor, be indemnified for all damages, costs,
> and expenses, including attorneys\' fees, arising from personal injury
> or property damage occurring as a result of the making, using or
> selling of a product, process or service by or on behalf of the
> Participant, its assignees or licensees which was derived from the
> work performed under the agreement. The Contractor shall identify and
> obtain the approval of the contracting officer for any proposed
> exceptions to this requirement such as where State or local law
> expressly prohibit the Participant from providing indemnification or
> where the research results will be placed in the public domain.
>
> \(h\) *Disposition of Income.*
>
> \(1\) Royalties or other income earned or retained by the Contractor
> as a result of performance of authorized technology transfer
> activities herein shall be used by the Contractor for scientific
> research, development, technology transfer, and education at the
> weapon production facility, consistent with the research and
> development mission and objectives of the weapon production facility
> and subject to Section 12(b)(5) of the Stevenson-Wydler Technology
> Innovation Act of 1980, as amended [(15 U.S.C.
> 3710a](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=9&_butInline=1&_butinfo=15 USC 3710A&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=892df50355ffa03503b34c42014a7a09)(b)(5))
> and Chapter 38 of the Patent Laws [(35 U.S.C.
> 200](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=10&_butInline=1&_butinfo=35 USC 200&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=282f596b7517a6c2ba7cd38f7af274fd)
> et seq.) as amended through the effective date of this contract award
> or modification. If the net amounts of such royalties and income
> received from patent licensing after payment of patenting costs,
> licensing costs, payments to inventors and other expenses incidental
> to the administration of Subject Inventions during any fiscal year
> exceed 5 percent of the weapon production facility\'s budget for that
> fiscal year, 75 percent of such excess amounts shall be paid to the
> Treasury of the United States, and the remaining amount of such excess
> shall be used by the Contractor for the purposes as described above in
> this paragraph. Any inventions arising out of such scientific research
> and development activities shall be deemed to be Subject Inventions
> under the Contract.
>
> \(2\) The Contractor shall include as a part of its annual weapon
> production facility Institutional Plan or other such annual document a
> plan setting out those uses to which royalties and other income
> received as a result of performance of authorized technology transfer
> activities herein will be applied at the weapon production facility,
> and at the end of the year, provide a separate accounting for how the
> funds were actually used. Under no circumstances shall these royalties
> and income be used for an illegal augmentation of funds furnished by
> the U.S. Government.
>
> \(3\) The Contractor shall establish subject to the approval of the
> contracting officer a policy for making awards or sharing of royalties
> with Contractor employees, other coinventors and coauthors, including
> Federal employee coinventors when deemed appropriate by the
> contracting officer.
>
> \(i\) *Transfer to Successor Contractor.* In the event of termination
> or upon the expiration of this Contract, any unexpended balance of
> income received for use at the weapon production facility shall be
> transferred, at the contracting officer\'s request, to a successor
> contractor, or in the absence of a successor contractor, to such other
> entity as designated by the contracting officer. The Contractor shall
> transfer title, as one package, to the extent the Contractor retains
> title, in all patents and patent applications, licenses, accounts
> containing royalty revenues from such license agreements, including
> equity positions in third party entities, and other Intellectual
> Property rights which arose at the weapon production facility, to the
> successor contractor or to the Government as directed by the
> contracting officer.
>
> \(j\) *Technology Transfer Affecting the National Security.*
>
> \(1\) The Contractor shall notify and obtain the approval of the
> contracting officer, prior to entering into any technology transfer
> arrangement, when such technology or any part of such technology is
> classified or sensitive under Section 148 of the Atomic Energy Act
> [(42 U.S.C.
> 2168).](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=11&_butInline=1&_butinfo=42 USC 2168&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=70d3b7f5e7963dc0fa900004c1533fb5)
> Such notification shall include sufficient information to enable DOE
> to determine the extent that commercialization of such technology
> would enhance or diminish security interests of the United States, or
> diminish communications within DOE\'s nuclear weapon production
> complex. DOE shall use its best efforts to complete its determination
> within sixty (60) days of the Contractor\'s notification, and
> provision of any supporting information, and DOE shall promptly notify
> the Contractor as to whether the technology is transferable.
>
> \(2\) The Contractor shall include in all of its technology transfer
> agreements with third parties, including, but not limited to, CRADAs,
> licensing agreements and assignments, notice to such third parties
> that the export of goods and/or Technical Data from the United States
> may require some form of export control license or other authority
> from the U.S. Government and that failure to obtain such export
> control license may result in criminal liability under U.S. laws.
>
> \(3\) For other than fundamental research as defined in National
> Security Decision Directive 189, the Contractor is responsible to
> conduct internal export control reviews and assure that technology is
> transferred in accordance with applicable law.
>
> \(k\) *Records.* The Contractor shall maintain records of its
> technology transfer activities in a manner and to the extent
> satisfactory to the DOE and specifically including, but not limited
> to, the licensing agreements, assignments and the records required to
> implement the requirements of paragraphs (e), (f), and (h) of this
> clause and shall provide reports to the contracting officer to enable
> DOE to maintain the reporting requirements of Section 12(c)(6) of the
> Stevenson-Wydler Technology Innovation Act of 1980, as amended [(15
> U.S.C.
> 3710a](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=12&_butInline=1&_butinfo=15 USC 3710A&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=5451562405c7cbf15f96071323dbc707)(c)(6)).
> Such reports shall be made annually in a format to be agreed upon
> between the Contractor and DOE and in such a format which will serve
> to adequately inform DOE of the Contractor\'s technology transfer
> activities while protecting any data not subject to disclosure under
> the Rights in Technical Data clause and paragraph (n) of this clause.
> Such records shall be made available in accordance with the clauses of
> this Contract pertaining to inspection, audit and examination of
> records.
>
> \(l\) *Reports to Congress.* To facilitate DOE\'s reporting to
> Congress, the Contractor is required to submit annually to DOE a
> technology transfer plan for conducting its technology transfer
> function for the upcoming year, including plans for securing
> Intellectual Property rights in weapon production facility innovations
> with commercial promise and plans for managing such innovations so as
> to benefit the competitiveness of United States industry. This plan
> shall be provided to the contracting officer on or before October 1st
> of each year.
>
> \(m\) *Oversight and Appraisal.* The Contractor is responsible for
> developing and implementing effective internal controls for all
> technology transfer activities consistent with the audit and record
> requirements of this Contract. Weapon production facility Contractor
> performance in implementing the technology transfer mission and the
> effectiveness of the Contractor\'s procedures will be evaluated by the
> contracting officer as part of the annual appraisal process, with
> input from the cognizant Secretarial Officer or program office.
>
> \(n\) *Technology Transfer through Cooperative Research and
> Development Agreements.* Upon approval of the contracting officer and
> as provided in a DOE approved Joint Work Statement (JWS), the weapon
> production facility Director, or designee, may enter into CRADAs on
> behalf of the DOE subject to the requirements set forth in this
> paragraph.
>
> \(1\) *Review and Approval of CRADAs.*
>
> \(i\) Except as otherwise directed in writing by the contracting
> officer, each JWS shall be submitted to the contracting officer for
> approval. The Contractor\'s weapon production facility Director or
> designee shall provide a program mission impact statement and shall
> include an impact statement regarding related Intellectual Property
> rights known by the Contractor to be owned by the Government to assist
> the contracting officer in the approval determination.
>
> \(ii\) The Contractor shall also include (specific to the proposed
> CRADA), a statement of compliance with the Fairness of Opportunity
> requirements of paragraph (e) of this clause.
>
> \(iii\) Within thirty (30) days after submission of a JWS or proposed
> CRADA, the contracting officer shall approve, disapprove or request
> modification to the JWS or CRADA. The contracting officer shall
> provide a written explanation to the Contractor\'s weapon production
> facility Director or designee of any disapproval or requirement for
> modification of a JWS or proposed CRADA.
>
> \(iv\) Except as otherwise directed in writing by the contracting
> officer, the Contractor shall not enter into, or begin work under, a
> CRADA until approval of the CRADA has been granted by the contracting
> officer. The Contractor may submit its proposed CRADA to the
> contracting officer at the time of submitting its proposed JWS or any
> time thereafter.
>
> \(2\) *Selection of Participants.* The Contractor\'s weapon production
> facility Director or designee in deciding what CRADA to enter into
> shall:
>
> \(i\) Give special consideration to small business firms, and
> consortia involving small business firms;
>
> \(ii\) Give preference to business units located in the United States
> which agree that products or processes embodying Intellectual Property
> will be substantially manufactured or practiced in the United States
> and, in the case of any industrial organization or other person
> subject to the control of a foreign company or government, take into
> consideration whether or not such foreign government permits United
> States agencies, organizations, or other persons to enter into
> cooperative research and development agreements and licensing
> agreements;
>
> \(iii\) Provide Fairness of Opportunity in accordance with the
> requirements of paragraph (e) of this clause; and
>
> \(iv\) Give consideration to the Conflicts of Interest requirements of
> paragraph (d) of this clause.
>
> \(3\) *Withholding of Data.*
>
> \(i\) Data that is first produced as a result of research and
> development activities conducted under a CRADA and that would be a
> trade secret or commercial or financial data that would be privileged
> or confidential, if such data had been obtained from a non-Federal
> third party, may be protected from disclosure under the Freedom of
> Information Act as provided in the Stevenson-Wydler Technology
> Innovation Act of 1980, as amended [(15 U.S.C.
> 3710a](http://www.lexis.com/research/buttonTFLink?_m=32f1cce37092e9dbafc0762c4955e6a8&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-3%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=13&_butInline=1&_butinfo=15 USC 3710A&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=4722b6a86fd7a812d1ab7988a03e23ef)(c)(7))
> for a period as agreed in the CRADA of up to five (5)years from the
> time the data is first produced. The DOE shall cooperate with the
> Contractor in protecting such data.
>
> \(ii\) Unless otherwise expressly approved by the contracting officer
> in advance for a specific CRADA, the Contractor agrees, at the request
> of the contracting officer, to transmit such data to other DOE
> facilities for use by DOE or its Contractors by or on behalf of the
> Government. When data protected pursuant to paragraph (n)(3)(i) of
> this clause is so transferred, the Contractor shall clearly mark the
> data with a legend setting out the restrictions against private use
> and further dissemination, along with the expiration date of such
> restrictions.
>
> \(iii\) In addition to its authority to license Intellectual Property,
> the Contractor may enter into licensing agreements with third parties
> for data developed by the Contractor under a CRADA subject to other
> provisions of this Contract. However, the Contractor shall neither use
> the protection against dissemination nor the licensing of data as an
> alternative to the submittal of invention disclosures which include
> data protected pursuant to paragraph (n)(3)(i) of this clause.
>
> \(4\) *Work for Others and User Facility Programs.*
>
> \(i\) Work for Others (WFO) and User Facility Agreements (UFAs) are
> not CRADAs and will be available for use by the Contractor in addition
> to CRADAs for achieving utilization of employee expertise and unique
> facilities for maximizing technology transfer. The Contractor agrees
> to inform prospective CRADA participants, which are intending to
> substantially pay full cost recovery for the effort under a proposed
> CRADA, of the availability of alternative forms of agreements, i.e.,
> WFO and UFA, and of the Class Patent Waiver provisions associated
> therewith.
>
> \(ii\) Where the Contractor believes that the transfer of technology
> to the U.S. domestic economy will benefit from, or other equity
> considerations dictate, an arrangement other than the Class Waiver of
> patent rights to the sponsor in WFO and UFAs, a request may be made to
> the contracting officer for an exception to the Class Waivers.
>
> \(iii\) Rights to inventions made under agreements other than funding
> agreements with third parties shall be governed by the appropriate
> provisions incorporated, with DOE approval, in such agreements, and
> the provisions in such agreements take precedence over any disposition
> of rights contained in this Contract. Disposition of rights under any
> such agreement shall be in accordance with any DOE class waiver
> (including Work for Others and User Class Waivers) or individually
> negotiated waiver which applies to the agreement.
>
> \(5\) *Conflicts of Interest.*
>
> \(i\) Except as provided in paragraph (n)(5)(iii) of this clause, the
> Contractor shall assure that no employee of the Contractor shall have
> a substantial role (including an advisory role) in the preparation,
> negotiation, or approval of a CRADA, if, to such employee\'s
> knowledge:
>
> \(A\) Such employee, or the spouse, child, parent, sibling, or partner
> of such employee, or an organization (other than the Contractor) in
> which such employee serves as an officer, director, trustee, partner,
> or employee --
>
> \(1\) holds financial interest in any entity, other than the
> Contractor, that has a substantial interest in the preparation,
> negotiation, or approval of the CRADA;
>
> \(2\) receives a gift or gratuity from any entity, other than the
> Contractor, that has a substantial interest in the preparation,
> negotiation, or approval of the CRADA; or
>
> \(B\) A financial interest in any entity, other than the Contractor,
> that has a substantial interest in the preparation, negotiation, or
> approval of the CRADA, is held by any person or organization with whom
> such employee is negotiating or has any arrangement concerning
> prospective employment.
>
> \(ii\) The Contractor shall require that each employee of the
> Contractor who has a substantial role (including an advisory role) in
> the preparation, negotiation, or approval of a CRADA certify through
> the Contractor to the contracting officer that the circumstances
> described in paragraph (n)(5)(i) of this clause do not apply to that
> employee.
>
> \(iii\) The requirements of paragraphs (n)(5)(i) and (n)(5)(ii) of
> this clause shall not apply in a case where the contracting officer is
> advised by the Contractor in advance of the participation of an
> employee described in those paragraphs in the preparation, negotiation
> or approval of a CRADA of the nature of and extent of any financial
> interest described in paragraph (n)(5)(i) of this clause, and the
> contracting officer determines that such financial interest is not so
> substantial as to be considered likely to affect the integrity of the
> Contractor employee\'s participation in the process of preparing,
> negotiating, or approving the CRADA.
>
> \(o\) *Technology Transfer in Other Cost-Sharing Agreements.* In
> conducting research and development activities in cost-shared
> agreements not covered by paragraph (n) of this clause, the
> Contractor, with prior written permission of the contracting officer,
> may provide for the withholding of data produced thereunder in
> accordance with the applicable provisions of paragraph (n)(3) of this
> clause.
>
> \(p\) *Technology Partnership Ombudsman.*
>
> \(1\) The Contractor agrees to establish a position to be known as
> \"Technology Partnership Ombudsman,\" to help resolve complaints from
> outside organizations regarding the policies and actions of the
> contractor with respect to technology partnerships (including CRADAs),
> patents owned by the contractor for inventions made at the weapon
> production facility, and technology licensing.
>
> \(2\) The Ombudsman shall be a senior official of the Contractor\'s
> weapon production facility staff, who is not involved in day-to-day
> technology partnerships, patents or technology licensing, or, if
> appointed from outside the weapon production facility or facility,
> shall function as such senior official.
>
> \(3\) The duties of the Technology Partnership Ombudsman shall
> include:
>
> \(i\) Serving as the focal point for assisting the public and industry
> in resolving complaints and disputes with the weapon production
> facility or facility regarding technology partnerships, patents, and
> technology licensing;
>
> \(ii\) Promoting the use of collaborative alternative dispute
> resolution techniques such as mediation to facilitate the speedy and
> low cost resolution of complaints and disputes, when appropriate; and
>
> \(iii\) Submitting a quarterly report, in a format provided by DOE, to
> the Secretary of Energy, the Administrator for Nuclear Security, the
> Director of the DOE Office of Dispute Resolution, and the Contracting
> Officer concerning the number and nature of complaints and disputes
> raised, along with the Ombudsman\'s assessment of their resolution,
> consistent with the protection of confidential and sensitive
> information.
>
> \(q\) *Inapplicability of Provisions to Privately Funded Technology
> Transfer Activities.* Nothing in paragraphs (c) Allowable Costs, (e)
> Fairness of Opportunity, (f) U.S. Industrial Competitiveness, (g)
> Indemnity \-- Product Liability, (h) Disposition of Income, and (i)
> Transfer to Successor Contractor of this clause are intended to apply
> to the contractor\'s privately funded technology transfer activities
> if such privately funded activities are addressed elsewhere in the
> contract.

# DEAR 970.5204‑42 KEY PERSONNEL (APR 1984)

> It having been determined that the employees whose names appear in
> Section J, Appendix D, are necessary for the successful performance of
> this contract, the Contractor agrees to assign such employees to fill
> these positions as are satisfactory to the Contracting Officer. Once
> assigned, the Contractor agrees not to reassign or remove any such
> employees without the consent of the Contracting Officer. Whenever,
> for any reason, one or more of the aforementioned employees is to be
> reassigned, removed, or transferred, or is otherwise unavailable for
> continuing assignment, the Contractor shall, with the approval of the
> Contracting Officer, replace such employee with an employee of
> substantially equal abilities and qualifications.

# DEAR 970.5215-1 TOTAL AVAILABLE FEE: BASE FEE AMOUNT AND PERFORMANCE FEE AMOUNT (DEC 2000) ALTERNATE III (DEC 2000) (M013, M107)

# 

> \(a\) Total available fee. Total available fee, consisting of a base
> fee amount (which may be zero) and a performance fee amount
> (consisting of an incentive fee component for objective performance
> requirements, an award fee component for subjective performance
> requirements, or both) determined in accordance with the provisions of
> this clause, is available for payment in accordance with the clause of
> this contract entitled, \"Payments and advances.\"
>
> \(b\) Fee Negotiations. Prior to the beginning of each fiscal year
> under this contract, or other appropriate period as mutually agreed
> upon and, if exceeding one year, approved by the Senior Procurement
> Executive, or designee, the contracting officer and Contractor shall
> enter into negotiation of the requirements for the year or appropriate
> period, including the evaluation areas and individual requirements
> subject to incentives, the total available fee, and the allocation of
> fee. The contracting officer shall modify this contract at the
> conclusion of each negotiation to reflect the negotiated requirements,
> evaluation areas and individual requirements subject to incentives,
> the total available fee, and the allocation of fee. In the event the
> parties fail to agree on the requirements, the evaluation areas and
> individual requirements subject to incentives, the total available
> fee, or the allocation of fee, a unilateral determination will be made
> by the contracting officer. The total available fee amount shall be
> allocated to a twelve month cycle composed of one or more evaluation
> periods, or such longer period as may be mutually agreed to between
> the parties and approved by the Senior Procurement Executive, or
> designee.

(b) Determination of Total Available Fee Amount Earned.

> \(1\) The Government shall, at the conclusion of each specified
> evaluation period, evaluate the contractor\'s performance of all
> requirements, including performance based incentives completed during
> the period, and determine the total available fee amount earned. At
> the contracting officer\'s discretion, evaluation of incentivized
> performance may occur at the scheduled completion of specific
> incentivized requirements.
>
> \(2\) The DOE Operations/Field Office Manager (NNSA Administrator), or
> designee, will be the Fee Determination Official. The contractor
> agrees that the determination as to the total available fee earned is
> a unilateral determination made by the DOE Operations/Field Office
> Manager, or designee.
>
> \(3\) The evaluation of contractor performance shall be in accordance
> with the Performance Evaluation Plan(s) described in subparagraph (d)
> of this clause unless otherwise set forth in the contract. The
> Contractor shall be promptly advised in writing of the fee
> determination, and the basis of the fee determination. In the event
> that the contractor\'s performance is considered to be less than the
> level of performance set forth in the Statement of Work, as amended to
> include the current Work Authorization Directive or similar document,
> for any contract requirement, it will be considered by the DOE
> Operations/Field Office Manager, or designee, who may at his/her
> discretion adjust the fee determination to reflect such performance.
> Any such adjustment shall be in accordance with the clause entitled,
> \"Conditional Payment of Fee, Profit, and Other Incentives - Facility
> Management Contracts\" if contained in the contract.
>
> \(d\) Performance Evaluation Plan(s). To the extent not set forth
> elsewhere in the contract:
>
> \(1\) The Government shall establish a Performance Evaluation Plan(s)
> upon which the determination of the total available fee amount earned
> shall be based. The Performance Evaluation Plan(s) will address all of
> the requirements of contract performance specified in the contract
> directly or by reference. A copy of the Performance Evaluation Plan(s)
> shall be provided to the Contractor:
>
> \(i\) Prior to the start of an evaluation period if the requirements,
> evaluation areas, specific incentives, amount of fee, and allocation
> of fee to such evaluation areas and specific incentives have been
> mutually agreed to by the parties; or
>
> \(ii\) Not later than thirty days prior to the scheduled start date of
> the evaluation period, if the requirements, evaluation areas, specific
> incentives, amount of fee, and allocation of fee to such evaluation
> areas and specific incentives have been unilaterally established by
> the contracting officer.
>
> \(2\) The Performance Evaluation Plan(s) will set forth the criteria
> upon which the Contractor will be evaluated relating to any technical,
> schedule, management, and/or cost objectives selected for evaluation.
> Such criteria should be objective, but may also include subjective
> criteria. The Plan(s) shall also set forth the method by which the
> total available fee amount will be allocated and the amount earned
> determined.
>
> \(3\) The Performance Evaluation Plan(s) may, consistent with the
> contract statement of work, be revised during the period of
> performance. The contracting officer shall notify the contractor:

(i) Of such unilateral changes at least ninety calendar days prior to
    the end of the affected evaluation period and at least thirty
    calendar days prior to the effective date of the change;

(ii) Of such bilateral changes at least sixty calendar days prior to the
     end of the affected evaluation period; or

> \(iii\) If such change, whether unilateral or bilateral, is urgent and
> high priority, at least thirty calendar days prior to the end of the
> evaluation period.
>
> \(e\) Schedule for total available fee amount earned determinations.
> The DOE Operations/Field Office Manager, or designee, shall issue the
> final total available fee amount earned determination in accordance
> with: the schedule set forth in the Performance Evaluation Plan; or as
> otherwise set forth in this contract. However, a determination must be
> made within sixty calendar days after the receipt by the contracting
> officer of the Contractor\'s self-assessment, if one is required or
> permitted by paragraph (f) of this clause, or seventy calendar days
> after the end of the evaluation period, whichever is later, or a
> longer period if the Contractor and contracting officer agree. If the
> contracting officer evaluates the Contractor\'s performance of
> specific requirements on their completion, the payment of any earned
> fee amount must be made within seventy calendar days (or such other
> time period as mutually agreed to between the contracting officer and
> the Contractor) after such completion. If the determination is delayed
> beyond that date, the Contractor shall be entitled to interest on the
> determined total available fee amount earned at the rate established
> by the Secretary of the Treasury under section 12 of the Contract
> Disputes Act of 1978 *(41 U.S.C. 611)* that is in effect on the
> payment date. This rate is referred to as the \"Renegotiation Board
> Interest Rate,\" and is published in the Federal Register semiannually
> on or about January 1 and July 1. The interest on any late total
> available fee amount earned determination will accrue daily and be
> compounded in 30-day increments inclusive from the first day after the
> schedule determination date through the actual date the determination
> is issued. That is, interest accrued at the end of any 30-day period
> will be added to the determined amount of fee earned and be subject to
> interest if not paid in the succeeding 30-day period.
>
> \(f\) Contractor self-assessment. Following each evaluation period,
> the Contractor shall submit a self-assessment within 10 calendar days
> after the end of the period. This self-assessment shall address both
> the strengths and weaknesses of the Contractor\'s performance during
> the evaluation period. Where deficiencies in performance are noted,
> the Contractor shall describe the actions planned or taken to correct
> such deficiencies and avoid their recurrence. The DOE Operations/Field
> Office Manager, or designee, will review the Contractor\'s
> self-assessment, if submitted, as part of its independent evaluation
> of the contractor\'s management during the period. A self-assessment,
> in and of itself may not be the only basis for the award fee
> determination.

# DEAR 970.5223-4 WORKPLACE SUBSTANCE ABUSE PROGRAMS AT DOE SITES (DEC 2000) (M013)

> \(a\) Program Implementation. The contractor shall, consistent with 10
> CFR part 707, Workplace Substance Abuse Programs at DOE Sites,
> incorporated herein by reference with full force and effect, develop,
> implement, and maintain a workplace substance abuse program.
>
> \(b\) Remedies. In addition to any other remedies available to the
> Government, the contractor\'s failure to comply with the requirements
> of 10 CFR part 707 or to perform in a manner consistent with its
> approved program may render the contractor subject to: the suspension
> of contract payments, or, where applicable, a reduction in award fee;
> termination for default; and suspension or debarment.
>
> \(c\) Subcontracts.
>
> \(1\) The contractor agrees to notify the contracting officer
> reasonably in advance of, but not later than 30 days prior to, the
> award of any subcontract the contractor believes may be subject to the
> requirements of 10 CFR part 707.
>
> \(2\) The DOE prime contractor shall require all subcontracts subject
> to the provisions of 10 CFR part 707 to agree to develop and implement
> a workplace substance abuse program that complies with the
> requirements of 10 CFR part 707, Workplace Substance Abuse Programs at
> DOE Sites, as a condition for award of the subcontract. The DOE prime
> contractor shall review and approve each subcontractor\'s program, and
> shall periodically monitor each subcontractor\'s implementation of the
> program for effectiveness and compliance with 10 CFR part 707.
>
> \(3\) The contractor agrees to include, and require the inclusion of,
> the requirements of this clause in all subcontracts, at any tier, that
> are subject to the provisions of 10 CFR part 707.

# DEAR 952.203-70 WHISTLEBLOWER PROTECTION FOR CONTRACTOR EMPLOYEES (DEC 2000) (M013)

> \(a\) The Contractor shall comply with the requirements of \"DOE
> Contractor Employee Protection Program\" at 10 CFR Part 708 for work
> performed on behalf of DOE directly related to activities at DOE-owned
> or leased sites.
>
> \(b\) The Contractor shall insert or have inserted the substance of
> this clause including this paragraph (b), in subcontracts at all
> tiers, for subcontracts involving work performed on behalf of DOE
> directly related to activities at DOE-owned or leased sites.

# DEAR 970.5237-2 FACILITIES MANAGEMENT (DEC 2000) (M013)

# 

> Copies of DOE Directives referenced herein are available from the
> contracting officer.
>
> \(a\) Site development planning. The Government shall provide to the
> contractor site development guidance for the facilities and lands for
> which the contractor is responsible under the terms and conditions of
> this contract. Based upon this guidance, the contractor shall prepare,
> and maintain through annual updates, a Long-Range Site Development
> Plan (Plan) to reflect those actions necessary to keep the development
> of these facilities current with the needs of the Government and allow
> the contractor to successfully accomplish the work required under this
> contract. In developing this Plan, the contractor shall follow the
> procedural guidance set forth in the applicable DOE Directives in the
> Life Cycle Facility Operations Series listed elsewhere in this
> contract. The contractor shall use the Plan to manage and control the
> development of facilities and lands. All plans and revisions shall be
> approved by the Government.
>
> \(b\) General design criteria. The general design criteria which shall
> be utilized by the contractor in managing the site for which it is
> responsible under this contract are those specified in the applicable
> DOE Directives in the 6430, Design Criteria, series listed elsewhere
> in this contract. The contractor shall comply with these mandatory,
> minimally acceptable requirements for all facility designs with regard
> to any building acquisition, new facility, facility addition or
> alteration or facility lease undertaken as part of the site
> development activities of paragraph (a) of this clause. This includes
> on-site constructed buildings, pre-engineered buildings,
> plan-fabricated modular buildings, and temporary facilities. For
> existing facilities, original design criteria apply to the structure
> in general; however, additions or modifications shall comply with this
> directive and the associated latest editions of the references
> therein. An exception may be granted for off-site office space being
> leased by the contractor on a temporary basis.
>
> \(c\) Energy management. The contractor shall manage the facilities
> for which it is responsible under the terms and conditions of this
> contract in an energy efficient manner in accordance with the
> applicable DOE Directives in the Life Cycle Facility Operations Series
> listed elsewhere in this contract. The contractor shall develop a
> 10-year energy management plan for each site with annual reviews and
> revisions. The contractor shall submit an annual report on progress
> toward achieving the goals of the 10-year plan for each individual
> site, and an energy conservation analysis report for each new building
> or building addition project. Any acquisition of utility services by
> the contractor shall be conducted in accordance with 48 CFR 970.41.
>
> \(d\) Subcontract Requirements. To the extent the contractor
> subcontracts performance of any of the responsibilities discussed in
> this clause, the subcontract shall contain the requirements of this
> clause relative to the subcontracted responsibilities.

# DEAR 970.5204-61 COST PROHIBITIONS RELATED TO LEGAL AND OTHER PROCEEDINGS (JUN 1997)

> \(a\) Definitions.
>
> *Convictions*, as used herein, means a judgment or conviction of a
> criminal offense by any court of competent jurisdiction, whether
> entered upon a verdict or a plea, including a conviction due to a plea
> of *nolo contendere.*
>
> *Costs*, include, but are not limited to, administrative and clerical
> expenses; the cost of legal services, whether performed by in-house or
> private counsel; the costs of the services of accountants,
> consultants, or others retained by the contractor to assist it; all
> elements of compensation, related costs, and expenses of employees,
> officers and directors; and any similar costs incurred before, during,
> and after commencement of a proceeding which bears a direct
> relationship to the proceeding.
>
> *Fraud*, as used herein, means\--
>
> \(1\) Acts of fraud or corruption or attempts to defraud the
> Government or to corrupt its agents;

\(2\) Acts which constitute a cause for debarment or suspension under
FAR 9.406-(2)(a) and FAR 9.407-(2)(a); and

\(3\) Acts which violate the False Claims Act, 31 U.S.C. 3729-3731, or
the Anti-kickback Act, 41 U.S.C. 51 and 54.

*Penalty*, does not include restitution, reimbursement, or compensatory
damages.

*Proceeding*, includes an investigation.

\(b\) Except as otherwise described in this section, costs incurred in
connection with any proceeding brought by a third party in the name of
the United States under the False Claims Act, 31 U.S.C. 3730, or costs
incurred in connection with any criminal, civil or administrative
proceeding by the Federal Government, or a State, local or foreign
government, are not allowable if the proceeding relates to a violation
of, or failure to comply with a Federal, State, local or foreign statute
or regulation by the contractor, and results in any of the following
dispositions:

\(1\) In a criminal proceeding, conviction.

\(2\) In a civil or administrative proceeding involving an allegation of
fraud or similar misconduct, a determination of contractor liability.

\(3\) In the case of any civil or administrative proceeding, the
imposition of a monetary penalty.

\(4\) A final decision by an appropriate Federal official to debar or
suspend the contractor, to rescind or void a contract, or to terminate a
contract for default by reason of a violation of or failure to comply
with a law or regulation.

\(5\) A disposition by consent or compromise, if the action could have
resulted in any of the dispositions described in paragraphs (b)(1), (2),
and (3) or (4) of this section.

\(6\) Not covered by paragraphs (b)(1) through (5) of this section, but
where the underlying alleged contractor misconduct was the same as that
which led to a different proceeding whose costs are unallowable by
reason of paragraphs (b)(1) through (5) of this section.

\(c\) (1) If a proceeding referred to in paragraph (b) of this section
is commenced by the Federal Government and is resolved by consent or
compromise pursuant to an agreement entered into by the contractor and
the Federal Government, then the costs incurred by the contractor in
connection with such proceeding that are otherwise unallowable under
paragraph (b) of this section may be allowed to the extent specifically
provided in such agreement.

\(2\) In the event of a settlement of any proceeding brought by a third
party under the False Claims Act in which the United States did not
intervene, reasonable costs incurred by the contractor in connection
with such a proceeding that are not otherwise unallowable by regulation
or by separate agreement with the United States, may be allowed if the
Contracting Officer, in consultation with his or her legal advisor,
determines that there was very little likelihood that the third party
would have been successful on the merits.

\(d\) If a proceeding referred to in paragraph (b) of this section is
commenced by a State, local or foreign government, the Contracting
Officer may allow the costs incurred in such proceeding, provided the
Procurement Executive determines that the costs were incurred as a
result of compliance with a specific term or condition of the contract,
or specific written direction of the Contracting Officer.

\(e\) Costs incurred in connection with a proceeding described in
paragraph (b) of this section, but which are not made unallowable by
that paragraph, may be allowed by the Contracting Officer only to the
extent that:

\(1\) The total costs incurred are reasonable in relation to the
activities required to deal with the proceeding and the underlying cause
of action;

\(2\) Payment of the costs incurred, as allowable and allocable Contract
costs, is not prohibited by any other provision)s) of this contract.

\(3\) The costs are not otherwise recovered from the Federal Government
or a third party, either directly as a result of the proceeding or
otherwise; and

\(4\) The amount of costs allowed does not exceed 80 percent of the
total costs incurred and otherwise allowable under the contract. Such
amount that may be allowed (up to the 80 percent limit) shall not exceed
the percentage determined by the Contracting Officer to be appropriate,
considering the complexity of procurement litigation, generally accepted
principles governing the award of legal fees in civil actions involving
the United States as a party, and such other factors as may be
appropriate. The amount of reimbursement allowed for legal costs in
connection with any proceeding described in subparagraph (c)(2) shall be
the amount determined to be reasonable by the Contracting Officer but
shall not exceed 80 percent of otherwise allowable costs incurred.
Agreements reached under paragraph (c) of this subsection shall be
subject to this limitation. If, however, an agreement explicitly states
the amount of otherwise allowable incurred legal fees and limits the
allowable recovery to 80 percent or less of the stated legal fees, no
additional limitation need be applied.

\(f\) Contractor costs incurred in connection with the defense of suits
brought by employees or ex-employees of the contractor under section 2
of the Major Fraud Act of 1988, including the cost of all relief
necessary to make such employee whole, where the contractor was found
liable or settled, are unallowable.

\(g\) Costs which may be unallowable under this clause, including
directly associated costs, shall be differentiated and accounted for by
the contractor so as to be separately identifiable. During the pendency
of any proceeding covered by paragraphs (b) and (f) of this section, the
Contracting Officer shall generally withhold payment and not authorize
the use of funds advanced under the Contract for the payment of such
costs. However, the Contracting Officer may, in appropriate
circumstances, provides for conditional payment upon provision of
adequate security, or other adequate assurance, and agreements by the
contractor to repay all unallowable costs, plus interest, if the costs
are subsequently determined to be unallowable.

# 

# DEAR 970.5222-1 COLLECTIVE BARGAINING AGREEMENTS MANAGEMENT AND OPERATING CONTRACTS (DEC 2000) (M013)

> When negotiating collective bargaining agreements applicable to the
> work force under this contract, the Contractor shall use its best
> efforts to ensure such agreements contain provisions designed to
> assure continuity of services. All such agreements entered into during
> the contract period of performance should provide that grievances and
> disputes involving the interpretation or application of the agreement
> will be settled without resorting to strike, lockout, or other
> interruption of normal operations. For this purpose, each collective
> bargaining agreement should provide an effective grievance procedure
> with arbitration as its final step, unless the parties mutually agree
> upon some other method of assuring continuity of operations. As part
> of such agreements, management and labor should agree to cooperate
> fully with the Federal Mediation and Conciliation Service. The
> Contractor shall include the substance of this clause in any
> subcontracts for protective services or other services performed on
> the DOE‑owned site which will affect the continuity of operation of
> the facility.

# DEAR 970.5227-12 PATENT RIGHTS\--MANAGEMENT AND OPERATING CONTRACTS, FOR-PROFIT CONTRACTOR, ADVANCE CLASS WAIVER (AUG 2002) (ALTERNATE 1) (AUG 2002) (M029)

> \(a\) Definitions.
>
> \(1\) DOE licensing regulations means the Department of Energy patent
> licensing regulations at 10 CFR Part 781.
>
> \(2\) DOE patent waiver regulations means the Department of Energy
> patent waiver regulations at 10 CFR Part 784.
>
> \(3\) Exceptional Circumstance Subject Invention means any subject
> invention in a technical field or related to a task determined by the
> Department of Energy to be subject to an exceptional circumstance
> under *35 U.S.C. 202*(a)(ii), and in accordance with 37 CFR 401.3(e).
>
> \(4\) 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.).
>
> \(5\) Made when used in relation to any invention means the conception
> or first actual reduction to practice of such invention.
>
> \(6\) Patent Counsel means DOE Patent Counsel assisting the
> contracting activity.
>
> \(7\) 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.
>
> \(8\) Subject Invention means any invention of the contractor
> conceived or first actually reduced to practice in the course of or
> 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)) shall also occur during
> the period of contract performance.
>
> \(9\) Weapons Related Subject Invention means any subject invention
> conceived or first actually reduced to practice in the course of or
> under work funded by or through defense programs, including Department
> of Defense and intelligence reimbursable work, or the Naval Nuclear
> Propulsion Program of the Department of Energy or the National Nuclear
> Security Administration.
>
> \(b\) Allocation of Principal Rights.
>
> \(1\) Assignment to the Government. Except to the extent that rights
> are retained by the Contractor by the granting of an advance class
> waiver pursuant to subparagraph (b)(2) of this clause or a
> determination of greater rights pursuant to subparagraph (b)(7) of
> this clause, the Contractor agrees to assign to the Government the
> entire right, title, and interest throughout the world in and to each
> subject invention.
>
> \(2\) Advance class waiver of Government rights to the Contractor. DOE
> may grant to the Contractor an advance class waiver of Government
> rights in any or all subject inventions, at the time of execution of
> the contract, such that the Contractor may elect to retain the entire
> right, title and interest throughout the world to such waived subject
> inventions, in accordance with the terms and conditions of the advance
> class waiver. Unless otherwise provided by the terms of the advance
> class waiver, any rights in a subject invention retained by the
> Contractor under an advance class waiver are subject to *35 U.S.C.
> 203* and the provisions of this clause, including the Government
> license provided for in subparagraph (b)(3) of this clause, and any
> reservations and conditions deemed appropriate by the Secretary of
> Energy or designee.
>
> \(3\) Government license. With respect to any subject invention to
> which the Contractor retains title, either under an advance class
> waiver pursuant to subparagraph (b)(2) or a determination of greater
> rights pursuant to subparagraph (b)(7) of this clause, the Government
> has 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.
>
> \(4\) Foreign patent rights. If the Government has title to a subject
> invention and the Government decides against securing patent rights in
> a foreign country for the subject invention, the Contractor may
> request such foreign patent rights from DOE, and DOE may grant the
> Contractor\'s request, subject to *35 U.S.C. 203* and the provisions
> of this clause, including the Government license provided for in
> subparagraph (b)(3) of this clause, and any reservations and
> conditions deemed appropriate by the Secretary of Energy or designee.
>
> \(5\) Exceptional circumstance subject inventions. Except to the
> extent that rights are retained by the Contractor by a determination
> of greater rights in accordance with subparagraph (b)(7) of this
> clause, the Contractor does not have the right to retain title to any
> exceptional circumstance subject inventions and agrees to assign to
> the Government the entire right, title, and interest, throughout the
> world, in and to any exceptional circumstance subject inventions.
>
> \(i\) Inventions within or relating to the following fields of
> technology are exceptional circumstance subject inventions:
>
> \(A\) uranium enrichment technology;
>
> \(B\) storage and disposal of civilian high-level nuclear waste and
> spent fuel technology; and
>
> \(C\) national security technologies classified or sensitive under
> Section 148 of the Atomic Energy Act *(42 U.S.C. 2168).*
>
> \(ii\) Inventions made under any agreement, contract or subcontract
> related to the following initiatives or programs are exceptional
> circumstance subject inventions:
>
> \(A\) DOE Steel Initiative and Metals Initiative;
>
> \(B\) U.S. Advanced Battery Consortium; and
>
> \(C\) any funding agreement which is funded in part by the Electric
> Power Research Institute (EPRI) or the Gas Research Institute (GRI).
>
> \(iii\) DOE reserves the right to unilaterally amend this contract to
> modify, by deletion or insertion, technical fields, programs,
> initiatives, and/or other classifications for the purpose of defining
> DOE exceptional circumstance subject inventions.
>
> \(6\) Treaties and international agreements. Any rights acquired by
> the Contractor in subject inventions are subject to any disposition of
> right, title, or interest in or to subject inventions provided for in
> treaties or international agreements identified in this contract. DOE
> reserves the right to unilaterally amend this contract to identify
> specific treaties or international agreements entered into or to be
> entered into by the Government after the effective date of this
> contract and to effectuate those license or other rights which are
> necessary for the Government to meet its obligations to foreign
> governments, their nationals and international organizations under
> such treaties or international agreements with respect to subject
> inventions made after the date of the amendment
>
> \(7\) Contractor request for greater rights. The Contractor may
> request greater rights in an identified subject invention, including
> an exceptional circumstance subject invention, to which the Contractor
> does not have the right to elect to retain title, in accordance with
> the DOE patent waiver regulations, by submitting such a request in
> writing to Patent Counsel with a copy to the Contracting Officer at
> the time the subject invention is first disclosed to DOE pursuant to
> subparagraph (c)(1) of this clause, or not later than eight (8) months
> after such disclosure, unless a longer period is authorized in writing
> by the Contracting Officer for good cause shown in writing by the
> Contractor. DOE may grant or refuse to grant such a request by the
> Contractor. Unless otherwise provided in the greater rights
> determination, any rights in a subject invention obtained by the
> Contractor under a determination of greater rights is subject to *35
> U.S.C. 203* and the provisions of this clause, including the
> Government license provided for in subparagraph (b)(3) of this clause,
> and to any reservations and conditions deemed appropriate by the
> Secretary of Energy or designee.
>
> \(8\) Contractor employee-inventor rights. If the Contractor does not
> elect to retain title to a subject invention or does not request
> greater rights in a subject invention, including an exceptional
> circumstance subject invention, to which the Contractor does not have
> the right to elect to retain title, a Contractor employee-inventor,
> after consultation with the Contractor and with written authorization
> from the Contractor in accordance with 10 CFR 784.9(b)(4), may request
> greater rights, including title, in the subject invention or the
> exceptional circumstance invention from DOE, and DOE may grant or
> refuse to grant such a request by the Contractor employee-inventor.
>
> \(9\) Government assignment of rights in Government employees\'
> subject inventions. If a DOE employee is a joint inventor of a subject
> invention to which the Contractor has rights, DOE may assign or refuse
> to assign any rights in the subject invention acquired by the
> Government from the DOE employee to the Contractor, consistent with 48
> CFR 27.304-1(d). Unless otherwise provided in the assignment, the
> rights assigned to the Contractor are subject to the Government
> license provided for in subparagraph (b)(3) of this clause, and to any
> provision of this clause applicable to subject inventions in which
> rights are retained by the Contractor, and to any reservations and
> conditions deemed appropriate by the Secretary of Energy or designee.
> The Contractor shall share royalties collected for the manufacture,
> use or sale of the subject invention with the DOE employee.
>
> \(10\) Weapons related subject inventions. Except to the extent that
> DOE is solely satisfied that the Contractor meets certain procedural
> requirements and DOE grants rights to the Contractor in weapons
> related subject inventions, the Contractor does not have a right to
> retain title to any weapons related subject inventions.
>
> \(c\) Subject Invention Disclosure, Election of Title, and Filing of
> Patent Application by Contractor.
>
> \(1\) Subject invention disclosure. The Contractor shall disclose each
> subject invention to Patent Counsel with a copy to the Contracting
> Officer within two (2) months after an inventor discloses it in
> writing to Contractor personnel responsible for patent matters or, if
> earlier, within six (6) months after the Contractor has knowledge of
> the subject invention, but in any event before any on sale, public
> use, or publication of the subject invention. The disclosure to DOE
> shall be in the form of a written report and shall include:
>
> \(i\) the contract number under which the subject invention was made;
>
> \(ii\) the inventor(s) of the subject invention;
>
> \(iii\) a description of the subject invention in sufficient technical
> detail to convey a clear understanding of the nature, purpose and
> operation of the subject invention, and of the physical, chemical,
> biological or electrical characteristics of the subject invention, to
> the extent known by the Contractor at the time of the disclosure;
>
> \(iv\) the date and identification of any publication, on sale or
> public use of the invention;
>
> \(v\) the date and identification of any submissions for publication
> of any manuscripts describing the invention, and a statement of
> whether the manuscript is accepted for publication, to the extent
> known by the Contractor at the time of the disclosure;
>
> \(vi\) a statement indicating whether the subject invention is an
> exceptional circumstance subject invention, related to national
> security, or subject to a treaty or an international agreement, to the
> extent known or believed by Contractor at the time of the disclosure;
>
> \(vii\) all sources of funding by Budget and Resources (B&R) code; and
>
> \(viii\) the identification of any agreement relating to the subject
> invention, including Cooperative Research and Development Agreements
> and Work-for-Others agreements.
>
> Unless the Contractor contends otherwise in writing at the time the
> invention is disclosed, inventions disclosed to DOE under this
> paragraph are deemed made in the manner specified in Sections (a)(1)
> and (a)(2) of *42 U.S.C. 5908.*
>
> \(2\) Publication after disclosure. After disclosure of the subject
> invention to the DOE, the Contractor shall promptly notify Patent
> Counsel of the acceptance for publication of any manuscript describing
> the subject invention or of any expected or on sale or public use of
> the subject invention, known by the Contractor. The Contractor shall
> obtain approval from Patent Counsel prior to any release or
> publication of information concerning an exceptional circumstance
> subject invention or any subject invention related to a treaty or
> international agreement.
>
> \(3\) Election by the Contractor under an advance class waiver. If the
> Contractor has the right to elect to retain title to subject
> inventions under an advance class waiver granted in accordance with
> subparagraph (b)(2) of this clause, and unless otherwise provided for
> by the terms of the advance class waiver, the Contractor shall elect
> in writing whether or not to retain title to any subject invention by
> notifying DOE within two (2) years of the date of the disclosure of
> the subject invention to DOE, in accordance with subparagraph (c)(1)
> of this clause. The notification shall identify the advance class
> waiver, state the countries, including the United States, in which
> rights are retained, and certify that the subject invention is not an
> exceptional circumstance subject invention or subject to a treaty or
> international agreement. If a publication, on sale or public use of
> the subject invention has initiated the 1-year statutory period under
> *35 U.S.C. 102*(b), the period for election may be shortened by DOE to
> a date that is no more than sixty (60) days prior to the end of the
> 1-year statutory period.
>
> \(4\) Filing of patent applications by the Contractor under an advance
> class waiver. If the Contractor has the right to retain title to a
> subject invention in accordance with an advance class waiver pursuant
> to subparagraph (b)(2) of this clause or a determination of greater
> rights pursuant to paragraph (b)(7) of this clause, and unless
> otherwise provided for by the terms of the advance class waiver or
> greater rights determination, the Contractor shall file an initial
> patent application claiming the subject invention to which it retains
> title either within one (1) year after the Contractor\'s election to
> retain or grant of title to the subject invention or prior to the end
> of any 1-year statutory period under *35 U.S.C. 102*(b), whichever
> occurs first. Any patent applications filed by the Contractor in
> foreign countries or international patent offices shall be filed
> within either ten (10) months of the corresponding initial patent
> application or, if such filing has been prohibited by a Secrecy Order,
> within six (6) months from the date permission is granted by the
> Commissioner of Patents and Trademarks to file foreign patent
> applications.
>
> \(5\) Submission of patent information and documents. If the
> Contractor files a domestic or foreign patent application claiming a
> subject invention, the Contractor shall promptly submit to Patent
> Counsel the following information and documents:
>
> \(i\) The filing date, serial number, title, and a copy of the patent
> application (including an English-language version if filed in a
> language other than English);
>
> \(ii\) An executed and approved instrument fully confirmatory of all
> Government rights in the subject invention; and
>
> \(iii\) The patent number, issue date, and a copy of any issued patent
> claiming the subject invention.
>
> \(6\) Contractor\'s request for an extension of time. Requests for an
> extension of the time to disclose a subject invention, to elect to
> retain title to a subject invention, or to file a patent application
> under subparagraphs (c)(1), (3), and (4) of this clause may be granted
> at the discretion of Patent Counsel or DOE.
>
> \(7\) Duplication and disclosure of documents. The Government may
> duplicate and disclose subject invention disclosures and all other
> reports and papers furnished or required to be furnished pursuant to
> this clause; provided, however, that any such duplication or
> disclosure by the Government is subject to *35 U.S.C. 205* and 37 CFR
> Part 40.
>
> \(d\) Conditions When the Government May Obtain Title Notwithstanding
> an Advance Class Waiver.
>
> \(1\) Return of title to a subject invention. If the Contractor
> requests that DOE acquire title or rights from the Contractor in a
> subject invention, including an exceptional circumstance subject
> invention, to which the Contractor retained title or rights under
> subparagraph (b)(2) or subparagraph (b)(7) of this clause, DOE may
> acquire such title or rights from the Contractor, or DOE may decide
> against acquiring such title or rights from the Contractor, at DOE\'s
> sole discretion.
>
> \(2\) Failure to disclose or elect to retain title. Title vests in DOE
> and DOE may request, in writing, a formal assignment of title to a
> subject invention from the Contractor, and the Contractor shall convey
> title to the subject invention to DOE, if the Contractor elects not to
> retain title to the subject invention under an advance class waiver,
> or the Contractor fails to disclose or fails to elect to retain title
> to the subject invention within the times specified in subparagraphs
> (c)(1) and (c)(3) of this clause.
>
> \(3\) Failure to file domestic or foreign patent applications. In
> those countries in which the Contractor fails to file a patent
> application within the times specified in subparagraph (c)(4) of this
> clause, DOE may request, in writing, title to the subject invention
> from the Contractor, and the Contractor shall convey title to the
> subject invention to DOE; provided, however, that if the Contractor
> has filed a patent application in any country after the times
> specified in subparagraph (c)(4) of this clause, but prior to its
> receipt of DOE\'s written request for title, the Contractor continues
> to retain title in that country.
>
> \(4\) Discontinuation of patent protection by the Contractor. If the
> Contractor decides to discontinue the prosecution of a patent
> application, the payment of maintenance fees, or the defense of a
> subject invention in a reexamination or opposition proceeding, in any
> country, DOE may request, in writing, title to the subject invention
> from the Contractor, and the Contractor shall convey title to the
> subject invention to DOE.
>
> \(5\) Termination of advance class waiver. DOE may request, in
> writing, title to any subject inventions from the Contractor, and the
> Contractor shall convey title to the subject inventions to DOE, if the
> advance class waiver granted under subparagraph (b)(2) of this clause
> is terminated under paragraph (u) of this clause.
>
> \(e\) Minimum Rights of the Contractor.
>
> \(1\) Request for a Contractor license. Except for subject inventions
> that the Contractor fails to disclose within the time periods
> specified at subparagraph (c)(1) of this clause, the Contractor may
> request a revocable, nonexclusive, royalty-free license in each patent
> application filed in any country claiming a subject invention and any
> resulting patent in which the Government obtains title, and DOE may
> grant or refuse to grant such a request by the Contractor. If DOE
> grants the Contractor\'s request for a license, the Contractor\'s
> license extends to its domestic subsidiaries 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.
>
> \(2\) Transfer of a Contractor license. DOE shall approve any transfer
> of the Contractor\'s license in a subject invention, and DOE may
> determine that the Contractor\'s license is non-transferrable, on a
> case-by-case basis.
>
> \(3\) Revocation or modification of a Contractor license. DOE may
> revoke or modify the Contractor\'s domestic license to the extent
> necessary to achieve expeditious practical application of the subject
> invention pursuant to an application for an exclusive license
> submitted in accordance with applicable provisions in 37 CFR Part 404
> and DOE licensing regulations. DOE may not revoke the Contractor\'s
> domestic license in that field of use or the geographical areas in
> which the Contractor, its licensees or its domestic subsidiaries or
> affiliates have achieved practical applications and continues to make
> the benefits of the invention reasonably accessible to the public. DOE
> may revoke or modify the Contractor\'s license in any foreign country
> to the extent the Contractor, its licensees, or its domestic
> subsidiaries or affiliates failed to achieve practical application in
> that foreign country.
>
> \(4\) Notice of revocation or modification of a Contractor license.
> Before revocation or modification of the license, DOE shall furnish
> the Contractor a written notice of its intention to revoke or modify
> the license, and the Contractor shall be allowed thirty (30) days from
> the date of the notice (or such other time as may be authorized by DOE
> for good cause shown by the Contractor) to show cause why the license
> should not be revoked or modified. The Contractor has the right to
> appeal any decision concerning the revocation or modification of its
> license, in accordance with applicable regulations in 37 CFR Part 404
> and DOE licensing regulations.
>
> \(f\) Contractor Action to Protect the Government\'s Interest.
>
> \(1\) Execution and delivery of title or license instruments. The
> Contractor agrees to execute or have executed, and to deliver promptly
> to DOE all instruments necessary to accomplish the following actions:
>
> \(i\) establish or confirm the Government\'s rights throughout the
> world in subject inventions to which the Contractor elects to retain
> title;
>
> \(ii\) convey title in a subject invention to DOE pursuant to
> subparagraph (b)(5) and paragraph (d) of this clause; or
>
> \(iii\) enable the Government to obtain patent protection throughout
> the world in a subject invention to which the Government has title.
>
> \(2\) Contractor employee agreements. The Contractor agrees to
> require, by written agreement, its employees, other than clerical and
> nontechnical employees, to disclose promptly in writing to Contractor
> personnel identified as responsible for the administration of patent
> matters and in a format suggested by the Contractor, each subject
> invention made under this contract, and to execute all papers
> necessary to file patent applications claiming subject inventions or
> to establish the Government\'s rights in the subject inventions. This
> disclosure format shall at a minimum include the information required
> by subparagraph (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.
>
> \(3\) Contractor procedures for reporting subject inventions to DOE.
> The Contractor agrees to establish and maintain effective procedures
> for ensuring the prompt identification and timely disclosure of
> subject inventions to DOE. The Contractor shall submit a written
> description of such procedures to the Contracting Officer, upon
> request, for evaluation and approval of the effectiveness of such
> procedures by the Contracting Officer.
>
> \(4\) Notification of discontinuation of patent protection. With
> respect to any subject invention for which the Contractor has
> responsibility for patent prosecution, the Contractor shall notify
> Patent Counsel of any decision to discontinue the prosecution of a
> patent application, payment of maintenance fees, or defense of a
> subject invention in a reexamination or opposition proceeding, in any
> country, not less than thirty (30) days before the expiration of the
> response period for any action required by the corresponding patent
> office.
>
> \(5\) Notification of Government rights. With respect to any subject
> invention to which the Contractor has title, the Contractor agrees to
> include, within the specification of any United States patent
> application and within any patent issuing thereon claiming a subject
> invention, the following statement, \"This invention was made with
> Government support under (identify the contract) awarded by the United
> States Department of Energy. The Government has certain rights in the
> invention.\"
>
> \(6\) Avoidance of Royalty Charges. If the Contractor licenses a
> subject invention, the Contractor agrees to avoid royalty charges on
> acquisitions involving Government funds, including funds derived
> through a Military Assistance Program of the Government or otherwise
> derived through the Government, to refund any amounts received as
> royalty charges on a subject invention in acquisitions for, or on
> behalf of, the Government, and to provide for such refund in any
> instrument transferring rights in the subject invention to any party.
>
> \(7\) DOE approval of assignment of rights. Rights in a subject
> invention in the United States may not be assigned by the Contractor
> without the approval of DOE.
>
> \(8\) Small business firm licensees. The Contractor shall make efforts
> that are reasonable under the circumstances to attract licensees of
> subject inventions that are small business firms, and may 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, the Contractor is also satisfied that the small business
> firm has the capability and resources to carry out its plan or
> proposal. The decision as to whether to give a preference in any
> specific case is at the discretion of the Contractor.
>
> \(9\) Contractor licensing of subject inventions. To the extent that
> it provides the most effective technology transfer, licensing of
> subject inventions shall be administered by Contractor employees on
> location at the facility.
>
> \(g\) Subcontracts.
>
> \(1\) Subcontractor subject inventions. The Contractor shall not
> obtain rights in the subcontractor\'s subject inventions as part of
> the consideration for awarding a subcontract.
>
> \(2\) Inclusion of patent rights clause-non-profit organization or
> small business firm subcontractors. Unless otherwise authorized or
> directed by the Contracting Officer, the Contractor shall include the
> patent rights clause at 48 CFR 952.227-11, suitably modified to
> identify the parties, in all subcontracts, at any tier, for
> experimental, developmental, demonstration or research work to be
> performed by a small business firm or domestic nonprofit organization,
> except subcontracts which are subject to exceptional circumstances in
> accordance with *35 U.S.C. 202* and subparagraph (b)(5) of this
> clause.
>
> \(3\) Inclusion of patent rights clause-subcontractors other than
> non-profit organizations or small business firms. Except for the
> subcontracts described in subparagraph (g)(2) of this clause, the
> Contractor shall include the patent rights clause at 48 CFR
> 952.227-13, suitably modified to identify the parties and any
> applicable exceptional circumstance, in any contract for experimental,
> developmental, demonstration or research work.
>
> \(4\) DOE and subcontractor contract. With respect to subcontracts at
> any tier, DOE, the subcontractor and Contractor agree that the mutual
> obligations of the parties created by this clause constitute a
> contract between the subcontractor and DOE with respect to those
> matters covered by this 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.
>
> \(5\) Subcontractor refusal to accept terms of patent rights clause.
> If a prospective subcontractor refuses to accept the terms of a patent
> rights clause, the Contractor shall promptly submit a written notice
> to the Contracting Officer stating the subcontractor\'s reasons for
> such refusal and including relevant information for expediting
> disposition of the matter; and the Contractor shall not proceed with
> the subcontract without the written authorization of the Contracting
> Officer.
>
> \(6\) Notification of award of subcontract. Upon the award of any
> subcontract at any tier containing a patent rights clause, the
> Contractor shall promptly notify the Contracting Officer in writing
> and identify 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 a subcontract.
>
> \(7\) Identification of subcontractor subject inventions. If the
> Contractor in the performance of this contract becomes aware of a
> subject invention made under a subcontract, the Contractor shall
> promptly notify Patent Counsel and identify the subject invention,
> with a copy of the notification and identification to the Contracting
> Officer.
>
> \(h\) Reporting on Utilization of Subject Inventions. Upon request by
> DOE, the Contractor agrees to submit periodic reports, no more
> frequently than annually, describing the utilization of a subject
> invention or efforts made by the Contractor or its licensees or
> assignees to obtain utilization of the subject invention. The reports
> shall include information regarding the status of development, date of
> first commercial sale or use, gross royalties received by the
> Contractor, and other data and information reasonably specified by
> DOE. Upon request by DOE, the Contractor also agrees to provide
> reports in connection with any march-in proceedings undertaken by DOE,
> in accordance with paragraph (j) of this clause. If any data or
> information reported by the Contractor in accordance with this
> provision is considered privileged and confidential by the Contractor,
> its licensee, or assignee and the Contractor properly marks the data
> or information privileged or confidential, DOE agrees not to disclose
> such information to persons outside the Government, to the extent
> permitted by law.
>
> \(i\) Preference for United States Industry. Notwithstanding any other
> provision of this clause the Contractor agrees that with respect to
> any subject invention in which it retains title, neither it nor any
> assignee may 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 or produced through
> the use of the subject invention will be manufactured substantially in
> the United States. However, in individual cases, DOE may waive the
> requirement for such an agreement 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. With respect to any subject invention to which
> the Contractor has elected to retain or is granted title, DOE may, in
> accordance with the procedures in the DOE patent waiver regulations,
> 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. If the
> Contractor, assignee or exclusive licensee refuses such a request, DOE
> has the right to grant such a license itself if DOE 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
> that are not reasonably satisfied by the Contractor, assignee, or
> their licensees;
>
> \(3\) Such action is necessary to meet requirements for public use
> specified by government regulations and such requirements are not
> reasonably satisfied by the Contractor, assignee, or licensees; or
>
> \(4\) Such action is necessary because the agreement to substantially
> manufacture in the United States and required by paragraph (i) of this
> clause has neither been obtained nor 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.
>
> \(k\) Communications. The Contractor shall direct any notification,
> disclosure, or request provided for in this clause to the Patent
> Counsel identified in the contract.
>
> \(l\) Reports.
>
> \(1\) Interim reports. Upon DOE\'s request, the Contractor shall
> submit to DOE, no more frequently than annually, a list of subject
> inventions disclosed to DOE during a specified period, or a statement
> that no subject inventions were made during the specified period;
> and/or a list of subcontracts containing a patent clause and awarded
> by the Contractor during a specified period, or a statement that no
> such subcontracts were awarded during the specified period. The
> interim report shall state whether the Contractor\'s invention
> disclosures were submitted to DOE in accordance with the requirements
> of subparagraphs (f)(3) and (f)(4) of this clause.
>
> \(2\) Final reports. Upon DOE\'s request, the Contractor shall submit
> to DOE, prior to closeout of the contract or within three (3) months
> of the date of completion of the contracted work, a list of all
> subject inventions disclosed during the performance period of the
> contract, or a statement that no subject inventions were made during
> the contract performance period; and/or a list of all subcontracts
> containing a patent clause and awarded by the Contractor during the
> contract performance period, or a statement that no such subcontracts
> were awarded during the contract performance period.
>
> \(m\) Facilities License. In addition to the rights of the parties
> with respect to inventions or discoveries conceived or first actually
> reduced to practice in the course of or under this contract, the
> Contractor agrees to and does hereby grant to the Government an
> irrevocable, nonexclusive, paid-up license in and to any inventions or
> discoveries regardless of when conceived or actually reduced to
> practice or acquired by the contractor at any time through completion
> of this contract and which are incorporated or embodied in the
> construction of the facility or which are utilized in the operation of
> the facility or which cover articles, materials, or products
> manufactured at the facility (1) to practice or have practiced by or
> for the Government at the facility, and (2) to transfer such license
> with the transfer of that facility. Notwithstanding the acceptance or
> exercise by the Government of these rights, the Government may contest
> at any time the enforceability, validity or scope of, or title to, any
> rights or patents herein licensed.
>
> \(n\) Atomic Energy.
>
> \(1\) Pecuniary awards. No claim for pecuniary award of compensation
> under the provisions of the Atomic Energy Act of 1954, as amended, may
> be asserted with respect to any invention or discovery made or
> conceived in the course of or under this contract.
>
> \(2\) Patent Agreements. Except as otherwise authorized in writing by
> the Contracting Officer, the Contractor shall obtain patent agreements
> to effectuate the provisions of subparagraph (o)(1) of this clause
> from all persons who perform any part of the work under this contract,
> except nontechnical personnel, such as clerical employees and manual
> laborers.
>
> \(o\) Classified Inventions.
>
> \(1\) Approval for filing a foreign patent application. The Contractor
> shall not file or cause to be filed an application or registration for
> a patent disclosing a subject invention related to classified subject
> matter in any country other than the United States without first
> obtaining the written approval of the Contracting Officer.
>
> \(2\) Transmission of classified subject matter. If in accordance with
> this clause the Contractor files a patent application in the United
> States disclosing a subject invention that is classified for reasons
> of security, the Contractor shall observe all applicable security
> regulations covering the transmission of classified subject matter. If
> the Contractor transmits a patent application disclosing a classified
> subject invention to the United States Patent and Trademark Office
> (USPTO), the Contractor shall submit a separate letter to the USPTO
> identifying the contract or contracts by agency and agreement number
> that require security classification markings to be placed on the
> patent application.
>
> \(3\) Inclusion of clause in subcontracts. The Contractor agrees to
> include the substance of this clause in subcontracts at any tier that
> cover or are likely to cover subject matter classified for reasons of
> security.
>
> \(p\) Examination of Records Relating to Inventions.
>
> \(1\) Contractor compliance. Until the expiration of three (3) years
> after final payment under this contract, the Contracting Officer or
> any authorized representative may examine any books (including
> laboratory notebooks), records, and documents and other supporting
> data of the Contractor, which the Contracting Officer or authorized
> representative deems reasonably pertinent to the discovery or
> identification of subject inventions, including exceptional
> circumstance subject inventions, or to determine Contractor (and
> inventor) compliance with the requirements of this clause, including
> proper identification and disclosure of subject inventions, and
> establishment and maintenance of invention disclosure procedures.
>
> \(2\) Unreported inventions. If the Contracting Officer is aware of an
> invention that is not disclosed by the Contractor to DOE, and the
> Contracting Officer believes the unreported invention may be a subject
> invention, DOE may require the Contractor to submit to DOE a
> disclosure of the invention for a determination of ownership rights.
>
> \(3\) Confidentiality. Any examination of records under this paragraph
> is subject to appropriate conditions to protect the confidentiality of
> the information involved.
>
> \(4\) Power of inspection. With respect to a subject invention for
> which the Contractor has responsibility for patent prosecution, the
> Contractor shall furnish the Government, upon request by DOE, an
> irrevocable power to inspect and make copies of a prosecution file for
> any patent application claiming the subject invention.
>
> \(q\) Patent Functions. Upon the written request of the Contracting
> Officer or Patent Counsel, the Contractor agrees to make reasonable
> efforts to support DOE in accomplishing patent-related functions for
> work arising out of the contract, including, but not limited to, the
> prosecution of patent applications, and the determination of questions
> of novelty, patentability, and inventorship.
>
> \(r\) Educational Awards Subject to *35 U.S.C. 212.* The Contractor
> shall notify the Contracting Officer prior to the placement of any
> person subject to *35 U.S.C. 212* in an area of technology or task (1)
> related to exceptional circumstance technology or (2) any person who
> is subject to treaties or international agreements as set forth in
> paragraph (b)(6) of this clause or to agreements other than funding
> agreements. The Contracting Officer may disapprove of any such
> placement.
>
> \(s\) Annual Appraisal by Patent Counsel. Patent Counsel may conduct
> an annual appraisal to evaluate the Contractor\'s effectiveness in
> identifying and protecting subject inventions in accordance with DOE
> policy.
>
> \(t\) Publication. The Contractor shall receive approval from Patent
> Counsel prior to releasing or publishing information regarding
> scientific or technical developments conceived or first actually
> reduced to practice in the course of or under this contract, to ensure
> such release or publication does not adversely affect the patent
> rights of DOE or the Contractor.
>
> \(u\) Termination of Contractor\'s Advance Class Waiver. If a request
> by the Contractor for an advance class waiver pursuant to subparagraph
> (b)(2) of this clause or a determination of greater rights pursuant to
> paragraph (c) of this clause contains false material statements or
> fails to disclose material facts, and DOE relies on the false
> statements or omissions in granting the Contractor\'s request, the
> waiver or grant of any Government rights (in whole or in part) to the
> subject invention(s) may be terminated at the discretion of the
> Secretary of Energy or designee. Prior to termination, DOE shall
> provide the Contractor with written notification of the termination,
> including a statement of facts in support of the termination, and the
> Contractor shall be allowed thirty (30) days, or a longer period
> authorized by the Secretary of Energy or designee for good cause shown
> in writing by the Contractor, to show cause for not terminating the
> waiver or grant. Any termination of an advance class waiver or a
> determination of greater rights is subject to the Contractor\'s
> license as provided for in paragraph (f) of this clause.

# RESERVED

# 

# DEAR 970.5231-4 PREEXISTING CONDITIONS (DEC 2000) ALTERNATE I (DEC 2000) (M013)

# 

> \(a\) Any liability, obligation, loss, damage, claim (including
> without limitation, a claim involving strict or absolute liability),
> action, suit, civil fine or penalty, cost, expense or disbursement,
> which may be incurred or imposed, or asserted by any party and arising
> out of any condition, act or failure to act which occurred before
> January 1, 2001, in conjunction with the management and operation of
> the Kansas City Plant, shall be deemed incurred under Contract No.
> DE-AC04-76DP00613.
>
> \(b\) The obligations of the DOE under this clause are subject to the
> availability of appropriated funds.

# RESERVED (M092)

# 

(DEAR 970.5215-2 MAKE-OR-BUY PLAN (DEC 2000) Deleted in its entirety due
to its removal from the DEAR)

# 

# DEAR 970.5226-2 WORKFORCE RESTRUCTURING UNDER SECTION 3161 OF THE NATIONAL DEFENSE AUTHORIZATION ACT FOR FISCAL YEAR 1993 (DEC 2000) (M013)

(a) Consistent with the objectives of Section 3161 of the National
    Defense Authorization Act for Fiscal Year 1993, 42 U.S.C. §7274h, in
    instances where the DOE has determined that a change in workforce at
    a DOE Defense Nuclear Facility is necessary, the Contractor agrees
    to (1) comply with the DOE Workforce Restructuring Plan for the
    facility, if applicable, and (2) use its best efforts to accomplish
    workforce restructuring or displacement so as to mitigate social and
    economic impacts.

> \(b\) The requirements of this clause shall be included in
> subcontracts at any tier (except subcontracts for commercial items
> pursuant to 41 U.S.C. §403) expected to exceed \$500,000.

# DEAR 970.5204‑2 LAWS, REGULATIONS, AND DOE DIRECTIVES (DEC 2000) (M013)

> \(a\) In performing work under this Contract, the Contractor shall
> comply with the requirements of applicable Federal, State, and local
> laws and regulations (including DOE regulations), unless relief has
> been granted in writing by the appropriate regulatory agency. A List
> of Applicable Laws and regulations (List A) may be appended to this
> contract for information purposes. Omission of any applicable law or
> regulation from List A does not affect the obligation of the
> Contractor to comply with such law or regulation pursuant to this
> paragraph.
>
> \(b\) In performing work under this Contract, the Contractor shall
> comply with the requirements of those DOE directives, or parts
> thereof, identified in the List of Applicable Directives (Section J,
> Appendix E) appended to this Contract. Except as otherwise provided
> for in paragraph (d) of this clause, the Contracting Officer may, from
> time to time and at any time, revise Section J, Appendix E by
> unilateral modification to the contract to add, modify, or delete
> specific requirements. Prior to revising Section J, Appendix E, the
> Contracting Officer shall notify the Contractor in writing of the
> Department\'s intent to revise Section J, Appendix E, and provide the
> Contractor with the opportunity to assess the effect of the
> Contractor\'s compliance with the revised list on contract cost and
> funding, technical performance, and schedule; and identify any
> potential inconsistencies between the revised list and the other terms
> and conditions of the Contract. Within 30 days after receipt of the
> Contracting Officer\'s notice, the Contractor shall advise the
> Contracting Officer in writing of the potential impact of the
> contractor\'s compliance with the revised list. Based on the
> information provided by the Contractor and any other information
> available, the Contracting Officer shall decide whether to revise
> Section J, Appendix E, and so advise the Contractor not later than 30
> days prior to the effective date of the revision of Section J,
> Appendix E. The Contractor and the Contracting Officer shall identify
> and, if appropriate, agree to any changes to other contract terms and
> conditions, including cost and schedule, associated with the revision
> of Section J, Appendix E pursuant to the I clause of this Contract
> entitled \"Changes.\"
>
> \(c\) Environmental, safety, and health (ES&H) requirements
> appropriate for work conducted under this contract may be determined
> by a DOE approved process to evaluate the work and the associated
> hazards and identify an appropriately tailored set of standards,
> practices, and controls, such as a tailoring process included in a DOE
> approved Safety Management System implemented under the clause
> entitled \"Integration of Environment, Safety, and Health into Work
> Planning and Execution.\" When such a process is used, the set of
> tailored (ES&H) requirements, as approved by DOE pursuant to the
> process, shall be incorporated into Section J, Appendix E, as contract
> requirements with full force and effect. These requirements shall
> supersede, in whole or in part, the contractual environmental, safety,
> and health requirements previously made applicable to the contract by
> Section J, Appendix E. If the tailored set of requirements identifies
> an alternative requirement varying from an ES&H requirement of an
> applicable law or regulation, the Contractor shall request an
> exemption or other appropriate regulatory relief specified in the
> regulation.

(d) Except as otherwise directed by the Contracting Officer, the
    Contractor shall procure all necessary permits or licenses required
    for the performance of work under this contract.

> \(e\) Regardless of the performer of the work, the Contractor is
> responsible for compliance with the requirements of this clause. The
> Contractor is responsible for flowing down the requirements of this
> clause to subcontracts at any tier to the extent necessary to ensure
> the contractor's compliance with the requirements.

# DEAR 970.5204‑3 ACCESS TO AND OWNERSHIP OF RECORDS (JUL 2005) (M013, M092)

> \(a\) Government-owned records. Except as provided in paragraph (b) of
> this clause, all records acquired or generated by the contractor in
> its performance of this contract shall be the property of the
> Government and shall be delivered to the Government or otherwise
> disposed of by the contractor either as the contracting officer may
> from time to time direct during the progress of the work or, in any
> event, as the contracting officer shall direct upon completion or
> termination of the contract.
>
> \(b\) Contractor-owned records. The following records are considered
> the property of the contractor and are not within the scope of
> paragraph (a) of this clause. \[The contracting officer shall identify
> which of the following categories of records will be included in the
> clause.\]
>
> \(1\) Employment-related records (such as worker\'s compensation
> files; employee relations records, records on salary and employee
> benefits; drug testing records, labor negotiation records; records on
> ethics, employee concerns; records generated during the course of
> responding to allegations of research misconduct; records generated
> during other employee related investigations conducted under an
> expectation of confidentiality; employee assistance program records;
> and personnel and medical/health-related records and similar files),
> and non-employee patient medical/health-related records, except for
> those records described by the contract as being maintained in Privacy
> Act systems of records.
>
> \(2\) Confidential contractor financial information, and
> correspondence between the contractor and other segments of the
> contractor located away from the DOE facility (i.e., the contractor\'s
> corporate headquarters);
>
> \(3\) Records relating to any procurement action by the contractor,
> except for records that under 48 CFR 970.5232-3, Accounts, Records,
> and Inspection, are described as the property of the Government; and
>
> \(4\) Legal records, including legal opinions, litigation files, and
> documents covered by the attorney-client and attorney work product
> privileges; and
>
> \(5\) The following categories of records maintained pursuant to the
> technology transfer clause of this contract:
>
> \(i\) Executed license agreements, including exhibits or appendices
> containing information on royalties, royalty rates, other financial
> information, or commercialization plans, and all related documents,
> notes and correspondence.
>
> \(ii\) The contractor\'s protected Cooperative Research and
> Development Agreement (CRADA) information and appendices to a CRADA
> that contain licensing terms and conditions, or royalty or royalty
> rate information.
>
> \(iii\) Patent, copyright, mask work, and trademark application files
> and related contractor invention disclosures, documents and
> correspondence, where the contractor has elected rights or has
> permission to assert rights and has not relinquished such rights or
> turned such rights over to the Government.
>
> \(c\) Contract completion or termination. In the event of completion
> or termination of this contract, copies of any of the contractor-owned
> records identified in paragraph (b) of this clause, upon the request
> of the Government, shall be delivered to DOE or its designees,
> including successor contractors. Upon delivery, title to such records
> shall vest in DOE or its designees, and such records shall be
> protected in accordance with applicable federal laws (including the
> Privacy Act), as appropriate.
>
> \(d\) Inspection, copying, and audit of records. All records acquired
> or generated by the contractor under this contract in the possession
> of the contractor, including those described at paragraph (b) of this
> clause, shall be subject to inspection, copying, and audit by the
> Government or its designees at all reasonable times, and the
> contractor shall afford the Government or its designees reasonable
> facilities for such inspection, copying, and audit; provided, however,
> that upon request by the contracting officer, the contractor shall
> deliver such records to a location specified by the contracting
> officer for inspection, copying, and audit. The Government or its
> designees shall use such records in accordance with applicable federal
> laws (including the Privacy Act), as appropriate.
>
> \(e\) Applicability. Paragraphs (b), (c), and (d) of this clause apply
> to all records without regard to the date or origination of such
> records.
>
> \(f\) Records retention standards. Special records retention
> standards, described at DOE Order 200.1, Information Management
> Program (version in effect on effective date of contract), are
> applicable for the classes of records described therein, whether or
> not the records are owned by the Government or the contractor. In
> addition, the contractor shall retain individual radiation exposure
> records generated in the performance of work under this contract until
> DOE authorizes disposal. The Government may waive application of these
> record retention schedules, if, upon termination or completion of the
> contract, the Government exercises its right under paragraph (c) of
> this clause to obtain copies and delivery of records described in
> paragraphs (a) and (b) of this clause.
>
> \(g\) Subcontracts. The contractor shall include the requirements of
> this clause in all subcontracts that are of a cost-reimbursement type
> if any of the following factors is present:
>
> \(1\) The value of the subcontract is greater than \$2 million (unless
> specifically waived by the contracting officer);
>
> \(2\) The contracting officer determines that the subcontract is, or
> involves, a critical task related to the contract; or
>
> \(3\) The subcontract includes 48 CFR 970.5223-1, Integration of
> Environment, Safety, and Health into Work Planning and Execution, or
> similar clause.

# DEAR 970.5222-2 OVERTIME MANAGEMENT (DEC 2000) (M013)

> \(a\) The Contractor shall maintain adequate internal controls to
> ensure that employee overtime is authorized only if cost effective and
> necessary to ensure performance of work under this Contract.
>
> \(b\) The Contractor shall notify the Contracting Officer when in any
> given year it is likely that overtime usage as a percentage of payroll
> may exceed 4%.
>
> \(c\) The Contracting Officer may require the submission, for
> approval, of a formal annual overtime control plan whenever Contractor
> overtime usage as a percentage of payroll has exceeded, or is likely
> to exceed, 4%, or if the Contracting Officer otherwise deems overtime
> expenditures excessive. The plan shall include, at a minimum:
>
> \(1\) An overtime premium fund (maximum dollar amount);
>
> \(2\) Specific controls for casual overtime for non‑exempt employees;
>
> \(3\) Specific parameters for allowability of exempt overtime;
>
> \(4\) An evaluation of alternatives to the use of overtime; and
>
> \(5\) Submission of a semi‑annual report that includes for exempt and
> non‑exempt employees:

(i) Total cost of overtime;

> \(ii\) Total cost of straight time;
>
> \(iii\) Overtime cost as a percentage of straight‑time cost;
>
> \(iv\) Total overtime hours;
>
> \(v\) Total straight‑time hours; and
>
> \(vi\) Overtime hours as a percentage of straight‑time hours.

# DEAR 970.5204-81 DIVERSITY PLAN (DEC 1997)

> The contractor shall submit a Diversity Plan to the Contracting
> Officer for approval within 90 days after the effective date of this
> contract. The Contractor shall submit an update to its Plan with its
> annual fee proposal. Guidance for preparation of a Diversity Plan is
> provided in Section J, Appendix H. The Plan shall include innovative
> strategies for increasing opportunities to fully use the talents and
> capabilities of a diverse work force. The Plan shall address, at a
> minimum, the Contractor's approach for promoting diversity through
> (1) the Contractor's work force, (2) educational outreach, (3)
> community involvement and outreach, (4) subcontracting, and (5)
> economic development (including technology transfer).

# DEAR 970.5204-85 REDUCTION OR SUSPENSION OF ADVANCE, PARTIAL, OR PROGRESS PAYMENTS (DEC 1997)

> \(a\) The Contracting Officer may reduce or suspend further advance,
> partial, or progress payments to the contractor upon a written
> determination by the Secretary that substantial evidence exists that
> the contractor's request for advance, partial, or progress payment is
> based on fraud.

\(b\) The Contractor shall be afforded a reasonable opportunity to
respond in writing.

# DEAR 970.5215-3 CONDITIONAL PAYMENT OF FEE, PROFIT, OR INCENTIVES (JAN 2004) (M013, M092)

> \(a\) General.
>
> \(1\) The payment of earned fee, fixed fee, profit, or share of cost
> savings under this contract is dependent upon:
>
> \(i\) The contractor\'s or contractor employees\' compliance with the
> terms and conditions of this contract relating to environment, safety
> and health (ES&H), which includes worker safety and health (WS&H),
> including performance under an approved Integrated Safety Management
> System (ISMS); and
>
> \(ii\) The contractor\'s or contractor employees\' compliance with the
> terms and conditions of this contract relating to the safeguarding of
> Restricted Data and other classified information.
>
> \(2\) The ES&H performance requirements of this contract are set forth
> in its ES&H terms and conditions, including the DOE approved
> contractor ISMS or similar document. Financial incentives for timely
> mission accomplishment or cost effectiveness shall never compromise or
> impede full and effective implementation of the ISMS and full ES&H
> compliance.
>
> \(3\) The performance requirements of this contract relating to the
> safeguarding of Restricted Data and other classified information are
> set forth in the clauses of this contract entitled, \"Security\" and
> \"Laws, Regulations, and DOE Directives,\" as well as in other terms
> and conditions.
>
> \(4\) If the contractor does not meet the performance requirements of
> this contract relating to ES&H or to the safeguarding of Restricted
> Data and other classified information during any performance
> evaluation period established under the contract pursuant to the
> clause of this contract entitled, \`\`Total Available Fee: Base Fee
> Amount and Performance Fee Amount,\'\' otherwise earned fee, fixed
> fee, profit or share of cost savings may be unilaterally reduced by
> the contracting officer.
>
> \(b\) Reduction Amount.
>
> \(1\) The amount of earned fee, fixed fee, profit, or share of cost
> savings that may be unilaterally reduced will be determined by the
> severity of the performance failure pursuant to the degrees specified
> in paragraphs (c) and (d) of this clause.
>
> \(2\) If a reduction of earned fee, fixed fee, profit, or share of
> cost savings is warranted, unless mitigating factors apply, such
> reduction shall not be less than 26% nor greater than 100% of the
> amount of earned fee, fixed fee, profit, or the contractor\'s share of
> cost savings for a first degree performance failure, not less than 11%
> nor greater than 25% for a second degree performance failure, and up
> to 10% for a third degree performance failure.
>
> \(3\) In determining the amount of the reduction and the applicability
> of mitigating factors, the contracting officer must consider the
> contractor\'s overall performance in meeting the ES&H or security
> requirements of the contract. Such consideration must include
> performance against any site specific performance
> criteria/requirements that provide additional definition, guidance for
> the amount of reduction, or guidance for the applicability of
> mitigating factors. In all cases, the contracting officer must
> consider mitigating factors that may warrant a reduction below the
> applicable range (see 48 CFR 970.1504-1-2). The mitigating factors
> include, but are not limited to, the following ((v), (vi), (vii) and
> (viii) apply to ES&H only).
>
> \(i\) Degree of control the contractor had over the event or incident.
>
> \(ii\) Efforts the contractor had made to anticipate and mitigate the
> possibility of the event in advance.
>
> \(iii\) Contractor self-identification and response to the event to
> mitigate impacts and recurrence.
>
> \(iv\) General status (trend and absolute performance) of: ES&H and
> compliance in related areas; or of safeguarding Restricted Data and
> other classified information and compliance in related areas.
>
> \(v\) Contractor demonstration to the contracting officer\'s
> satisfaction that the principles of industrial ES&H standards are
> routinely practiced (e.g., Voluntary Protection Program, ISO 14000).
>
> \(vi\) Event caused by \"Good Samaritan\" act by the contractor (e.g.,
> offsite emergency response).
>
> \(vii\) Contractor demonstration that a performance measurement system
> is routinely used to improve and maintain ES&H performance (including
> effective resource allocation) and to support DOE corporate
> decision-making (e.g., policy, ES&H programs).
>
> \(viii\) Contractor demonstration that an Operating Experience and
> Feedback Program is functioning that demonstrably affects continuous
> improvement in ES&H by use of lessons-learned and best practices
> inter- and intra-DOE sites.
>
> \(4\) (i) The amount of fee, fixed fee, profit, or share of cost
> savings that is otherwise earned by a contractor during an evaluation
> period may be reduced in accordance with this clause if it is
> determined that a performance failure warranting a reduction under
> this clause occurs within the evaluation period.
>
> \(ii\) The amount of reduction under this clause, in combination with
> any reduction made under any other clause in the contract, shall not
> exceed the amount of fee, fixed fee, profit, or the contractor\'s
> share of cost savings that is otherwise earned during the evaluation
> period.
>
> \(iii\) For the purposes of this clause, earned fee, fixed fee,
> profit, or share of cost savings for the evaluation period shall mean
> the amount determined by the contracting officer or fee determination
> official as otherwise payable based on the contractor\'s performance
> during the evaluation period. Where the contract provides for
> financial incentives that extend beyond a single evaluation period,
> this amount shall also include: any provisional amounts determined
> otherwise payable in the evaluation period; and, if provisional
> payments are not provided for, the allocable amount of any incentive
> determined otherwise payable at the conclusion of a subsequent
> evaluation period. The allocable amount shall be the total amount of
> the earned incentive divided by the number of evaluation periods over
> which it was earned.
>
> \(iv\) The Government will effect the reduction as soon as practicable
> after the end of the evaluation period in which the performance
> failure occurs. If the Government is not aware of the failure, it will
> effect the reduction as soon as practical after becoming aware. For
> any portion of the reduction requiring an allocation the Government
> will effect the reduction at the end of the evaluation period in which
> it determines the total amount earned under the incentive. If at any
> time a reduction causes the sum of the payments the contractor has
> received for fee, fixed fee, profit, or share of cost savings to
> exceed the sum of fee, fixed fee, profit, or share of cost savings the
> contractor has earned (provisionally or otherwise), the contractor
> shall immediately return the excess to the Government. (What the
> contractor \"has earned\" reflects any reduction made under this or
> any other clause of the contract.)
>
> \(v\) At the end of the contract:
>
> \(A\) The Government will pay the contractor the amount by which the
> sum of fee, fixed fee, profit, or share of cost savings the contractor
> has earned exceeds the sum of the payments the contractor has
> received; or
>
> \(B\) The contractor shall return to the Government the amount by
> which the sum of the payments the contractor has received exceeds the
> sum of fee, fixed fee, profit, or share of cost savings the contractor
> has earned. (What the contractor \"has earned\'\' reflects any
> reduction made under this or any other clause of the contract.)
>
> \(c\) Environment, Safety and Health (ES&H). Performance failures
> occur if the contractor does not comply with the contract\'s ES&H
> terms and conditions, including the DOE approved contractor ISMS. The
> degrees of performance failure under which reductions of earned or
> fixed fee, profit, or share of cost savings will be determined are:
>
> \(1\) First Degree: Performance failures that are most adverse to
> ES&H. Failure to develop and obtain required DOE approval of an ISMS
> is considered first degree. The Government will perform necessary
> review of the ISMS in a timely manner and will not unreasonably
> withhold approval of the contractor\'s ISMS. The following performance
> failures or performance failures of similar import will be considered
> first degree.
>
> \(i\) Type A accident (defined in DOE Order 225.1A).
>
> \(ii\) Two Second Degree performance failures during an evaluation
> period.
>
> \(2\) Second Degree: Performance failures that are significantly
> adverse to ES&H. They include failures to comply with an approved ISMS
> that result in an actual injury, exposure, or exceedence that occurred
> or nearly occurred but had minor practical long-term health
> consequences. They also include breakdowns of the Safety Management
> System. The following performance failures or performance failures of
> similar import will be considered second degree:
>
> \(i\) Type B accident (defined in DOE Order 225.1A).
>
> \(ii\) Non-compliance with an approved ISMS that results in a near
> miss of a Type A or B accident. A near miss is a situation in which an
> inappropriate action occurs, or a necessary action is omitted, but
> does not result in an adverse effect.
>
> \(iii\) Failure to mitigate or notify DOE of an imminent danger
> situation after discovery, where such notification is a requirement of
> the contract.
>
> \(3\) Third Degree: Performance failures that reflect a lack of focus
> on improving ES&H. They include failures to comply with an approved
> ISMS that result in potential breakdown of the System. The following
> performance failures or performance failures of similar import will be
> considered third degree:
>
> \(i\) Failure to implement effective corrective actions to address
> deficiencies/non-compliances documented through: external (e.g.,
> Federal) oversight and/or reported per DOE Order 232.1A requirements;
> or internal oversight of DOE Order 440.1A requirements.
>
> \(ii\) Multiple similar non-compliances identified by external (e.g.,
> Federal) oversight that in aggregate indicate a significant
> programmatic breakdown.
>
> \(iii\) Non-compliances that either have, or may have, significant
> negative impacts to the worker, the public, or the environment or that
> indicate a significant programmatic breakdown.
>
> \(iv\) Failure to notify DOE upon discovery of events or conditions
> where notification is required by the terms and conditions of the
> contract.
>
> \(d\) Safeguarding Restricted Data and Other Classified Information.
> Performance failures occur if the contractor does not comply with the
> terms and conditions of this contract relating to the safeguarding of
> Restricted Data and other classified information. The degrees of
> performance failure under which reductions of fee, profit, or share of
> cost savings will be determined are as follows:
>
> \(1\) First Degree: Performance failures that have been determined, in
> accordance with applicable law, DOE regulation, or directive, to have
> resulted in, or that can reasonably be expected to result in,
> exceptionally grave damage to the national security. The following are
> examples of performance failures or performance failures of similar
> import that will be considered first degree:
>
> \(i\) Non-compliance with applicable laws, regulations, and DOE
> directives actually resulting in, or creating a risk of, loss,
> compromise, or unauthorized disclosure of Top Secret Restricted Data
> or other information classified as Top Secret, any classification
> level of information in a Special Access Program (SAP), information
> identified as sensitive compartmented information (SCI), or high risk
> nuclear weapons-related data.
>
> \(ii\) Contractor actions that result in a breakdown of the safeguards
> and security management system that can reasonably be expected to
> result in the loss, compromise, or unauthorized disclosure of Top
> Secret Restricted Data, or other information classified as Top Secret,
> any classification level of information in a SAP, information
> identified as SCI, or high risk nuclear weapons-related data.
>
> \(iii\) Failure to promptly report the loss, compromise, or
> unauthorized disclosure of Top Secret Restricted Data, or other
> information classified as Top Secret, any classification level of
> information in a SAP, information identified as SCI, or high risk
> nuclear weapons-related data.
>
> \(iv\) Failure to timely implement corrective actions stemming from
> the loss, compromise, or unauthorized disclosure of Top Secret
> Restricted Data or other information classified as Top Secret, any
> classification level of information in a SAP, information identified
> as SCI, or high risk nuclear weapons-related data.
>
> \(2\) [Second Degree]{.underline}: Performance failures that have been
> determined, in accordance with applicable law, DOE regulation, or
> directive, to have actually resulted in, or that can reasonably be
> expected to result in, serious damage to the national security. The
> following are examples of performance failures or performance failures
> of similar import that will be considered second degree:
>
> \(i\) Non-compliance with applicable laws, regulations, and DOE
> directives actually resulting in, or creating risk of, loss,
> compromise, or unauthorized disclosure of Secret Restricted Data or
> other information classified as Secret.
>
> \(ii\) Contractor actions that result in a breakdown of the safeguards
> and security management system that can reasonably be expected to
> result in the loss, compromise, or unauthorized disclosure of Secret
> Restricted Data, or other information classified as Secret.
>
> \(iii\) Failure to promptly report the loss, compromise, or
> unauthorized disclosure of Restricted Data or other classified
> information regardless of classification (except for information
> covered by paragraph (d)(1)(iii) of this clause).
>
> \(iv\) Failure to timely implement corrective actions stemming from
> the loss, compromise, or unauthorized disclosure of Secret Restricted
> Data or other classified information classified as Secret.
>
> \(3\) [Third Degree]{.underline}: Performance failures that have been
> determined, in accordance with applicable law, regulation, or DOE
> directive, to have actually resulted in, or that can reasonably be
> expected to result in, undue risk to the common defense and security.
> In addition, this category includes performance failures that result
> from a lack of contractor management and/or employee attention to the
> proper safeguarding of Restricted Data and other classified
> information. These performance failures may be indicators of future,
> more severe performance failures and/or conditions, and if identified
> and corrected early would prevent serious incidents. The following are
> examples of performance failures or performance failures of similar
> import that will be considered third degree:
>
> \(i\) Non-compliance with applicable laws, regulations, and DOE
> directives actually resulting in, or creating risk of, loss,
> compromise, or unauthorized disclosure of Restricted Data or other
> information classified as Confidential.
>
> \(ii\) Failure to promptly report alleged or suspected violations of
> laws, regulations, or directives pertaining to the safeguarding of
> Restricted Data or other classified information.
>
> \(iii\) Failure to identify or timely execute corrective actions to
> mitigate or eliminate identified vulnerabilities and reduce residual
> risk relating to the protection of Restricted Data or other classified
> information in accordance with the contractor\'s Safeguards and
> Security Plan or other security plan, as applicable.
>
> \(iv\) Contractor actions that result in performance failures which
> unto themselves pose minor risk, but when viewed in the aggregate
> indicate degradation in the integrity of the contractor\'s safeguards
> and security management system relating to the protection of
> Restricted Data and other classified information.

# DEAR 970.5215-4 COST REDUCTION (DEC 2000) (M013)

# 

> \(a\) General. It is the Department of Energy\'s (DOE\'s) intent to
> have its facilities and laboratories operated in an efficient and
> effective manner. To this end, the Contractor shall assess its
> operations and identify areas where cost reductions would bring cost
> efficiency to operations without adversely affecting the level of
> performance required by the contract. The Contractor, to the maximum
> extent practical, shall identify areas where cost reductions may be
> effected, and develop and submit Cost Reduction Proposals (CRPs) to
> the contracting officer. If accepted, the Contractor may share in any
> shared net savings from accepted CRPs in accordance with paragraph (g)
> of this clause.
>
> \(b\) Definitions.
>
> Administrative cost is the contractor cost of developing and
> administering the CRP.
>
> Design, process, or method change is a change to a design, process, or
> method which has established cost, technical and schedule baseline, is
> defined, and is subject to a formal control procedure. Such a change
> must be innovative, initiated by the contractor, and applied to a
> specific project or program.
>
> Development cost is the Contractor cost of up-front planning,
> engineering, prototyping, and testing of a design, process, or method.
>
> DOE cost is the Government cost incurred implementing and validating
> the CRP.
>
> Implementation cost is the Contractor cost of tooling, facilities,
> documentation, etc., required to effect a design, process, or method
> change once it has been tested and approved.
>
> Net Savings means a reduction in the total amount (to include all
> related costs and fee) of performing the effort where the savings
> revert to DOE control and may be available for deobligation. Such
> savings may result from a specific cost reduction effort which is
> negotiated on a cost-plus-incentive-fee, fixed-price incentive, or
> firm-fixed-price basis, or may result directly from a design, process,
> or method change. They may also be savings resulting from formal or
> informal direction given by DOE or from changes in the mission, work
> scope, or routine reorganization of the Contractor due to changes in
> the budget.
>
> Shared Net Savings are those net savings which result from:
>
> \(1\) a specific cost reduction effort which is negotiated on a
> cost-plus-incentive-fee or fixed-price incentive basis, and is the
> difference between the negotiated target cost of performing an effort
> as negotiated and the actual allowable cost of performing that effort;
> or
>
> \(2\) a design, process, or method change, which occurs in the fiscal
> year in which the change is accepted and the subsequent fiscal year,
> and is the difference between the estimated cost of performing an
> effort as originally planned and the actual allowable cost of
> performing that same effort utilizing a revised plan intended to
> reduce costs along with any Contractor development costs,
> implementation costs, administrative costs, and DOE costs associated
> with the revised plan. Administrative costs and DOE costs are only
> included at the discretion of the contracting officer. Savings
> resulting from formal or informal direction given by the DOE or
> changes in the mission, work scope, or routine reorganization of the
> Contractor due to changes in the budget are not to be considered as
> shared net savings for purposes of this clause and do not qualify for
> incentive sharing.
>
> \(c\) Procedure for submission of CRPs.
>
> \(1\) CRPs for the establishment of cost-plus-incentive-fee,
> fixed-price incentive, or firm-fixed-price efforts or for design,
> process, or methods changes submitted by the Contractor shall contain,
> at a minimum, the following:
>
> \(i\) Current Method (Baseline)-A verifiable description of the
> current scope of work, cost, and schedule to be impacted by the
> initiative, and supporting documentation.
>
> \(ii\) New Method (New Proposed Baseline)-A verifiable description of
> the new scope of work, cost, and schedule, how the initiative will be
> accomplished, and supporting documentation.
>
> \(iii\) Feasibility Assessment-A description and evaluation of the
> proposed initiative and benefits, risks, and impacts of
> implementation. This evaluation shall include an assessment of the
> difference between the current method (baseline) and proposed new
> method including all related costs.
>
> \(2\) In addition, CRPs for the establishment of
> cost-plus-incentive-fee, fixed-price incentive, or firm-fixed-price
> efforts shall contain, at a minimum, the following:
>
> \(i\) The proposed contractual arrangement and the justification for
> its use; and
>
> \(ii\) A detailed cost/price estimate and supporting rationale. If the
> approach is proposed on an incentive basis, minimum and maximum cost
> estimates should be included along with any proposed sharing
> arrangements.
>
> \(d\) Evaluation and Decision. All CRPs must be submitted to and
> approved by the contracting officer. Included in the information
> provided by the CRP must be a discussion of the extent the proposed
> cost reduction effort may:
>
> \(1\) Pose a risk to the health and safety of workers, the community,
> or to the environment;
>
> \(2\) Result in a waiver or deviation from DOE requirements, such as
> DOE Orders and joint oversight agreements;
>
> \(3\) Require a change in other contractual agreements;
>
> \(4\) Result in significant organizational and personnel impacts;
>
> \(5\) Create a negative impact on the cost, schedule, or scope of work
> in another area;
>
> \(6\) Pose a potential negative impact on the credibility of the
> Contractor or the DOE; and
>
> \(7\) Impact successful and timely completion of any of the work in
> the cost, technical, and schedule baseline.
>
> \(e\) Acceptance or Rejection of CRPs. Acceptance or rejection of a
> CRP is a unilateral determination made by the contracting officer. The
> contracting officer will notify the Contractor that a CRP has been
> accepted, rejected, or deferred within (Insert Number) days of
> receipt. The only CRPs that will be considered for acceptance are
> those which the Contractor can demonstrate, at a minimum, will:
>
> \(1\) Result in net savings (in the sharing period if a design,
> process, or method change);
>
> \(2\) Not reappear as costs in subsequent periods; and
>
> \(3\) Not result in any impairment of essential functions.
>
> \(f\) The failure of the contracting officer to notify the Contractor
> of the acceptance, rejection, or deferral of a CRP within the
> specified time shall not be construed as approval.
>
> \(g\) Adjustment to Original Estimated Cost and Fee. If a CRP is
> established on a cost-plus-incentive-fee, fixed-price incentive or
> firm-fixed-price basis, the originally estimated cost and fee for the
> total effort shall be adjusted to remove the estimated cost and fee
> amount associated with the CRP effort.
>
> \(h\) Sharing Arrangement. If a CRP is accepted, the Contractor may
> share in the shared net savings. For a CRP negotiated on a
> cost-plus-incentive-fee or fixed-price incentive basis, with the
> specific incentive arrangement (negotiated target costs, target fees,
> share lines, ceilings, profit, etc.) set forth in the contractual
> document authorizing the effort, the Contractor\'s share shall be the
> actual fee or profit resulting from such an arrangement. For a CRP
> negotiated as a cost savings incentive resulting from a design,
> process, or method change, the Contractor\'s share shall be a
> percentage, not to exceed 25% of the shared net savings. The specific
> percentage and sharing period shall be set forth in the contractual
> document.
>
> \(i\) Validation of Shared Net Savings. The contracting officer shall
> validate actual shared net savings. If actual shared net savings
> cannot be validated, the contractor will not be entitled to a share of
> the net shared savings.
>
> \(j\) Relationship to Other Incentives. Only those benefits of an
> accepted CRP not rewardable under other clauses of this contract shall
> be rewarded under this clause.
>
> \(k\) Subcontracts. The Contractor may include a clause similar to
> this clause in any subcontract. In calculating any estimated shared
> net savings in a CRP under this contract, the Contractor\'s
> administration, development, and implementation costs shall include
> any subcontractor\'s allowable costs, and any CRP incentive payments
> to a subcontractor resulting from the acceptance of such CRP. The
> Contractor may choose any arrangement for subcontractor CRP incentive
> payments, provided that the payments not reduce the DOE\'s share of
> shared net savings.

# DEAR 952.204-71 SENSITIVE FOREIGN NATIONS CONTROLS (APR 1994) (M107)

> \(a\) In connection with any activities in the performance of this
> contract, the contractor agrees to comply with the \"Sensitive Foreign
> Nations Controls\" requirements attached to this contract, relating to
> those countries, which may from time to time, be identified to the
> contractor by written notice as sensitive foreign nations. The
> contractor shall have the right to terminate its performance under
> this contract upon at least 60 days\' prior written notice to the
> contracting officer if the contractor determines that it is unable,
> without substantially interfering with its polices or without
> adversely impacting its performance to continue performance of the
> work under this contract as a result of such notification. If the
> contractor elects to terminate performance, the provisions of this
> contract regarding termination for the convenience of the Government
> shall apply.
>
> \(b\) The provisions of this clause shall be included in any
> subcontracts.

# DEAR 970.5227-2 RIGHTS IN DATA-TECHNOLOGY TRANSFER (DEVIATION JULY 2006) (M046, M107)

> \(a\) *Definitions.*
>
> \(1\) Computer data bases, as used in this clause, means a collection
> of data in a form capable of, and for the purpose of, being stored in,
> processed, and operated on by a computer. The term does not include
> computer software.
>
> \(2\) Computer software, as used in this clause, means (i) computer
> programs which are data comprising a series of instructions, rules,
> routines, or statements, regardless of the media in which recorded,
> that allow or cause a computer to perform a specific operation or
> series of operations and (ii) data comprising source code listings,
> design details, algorithms, processes, flow charts, formulae, and
> related material that would enable the computer program to be
> produced, created, or compiled. The term does not include computer
> data bases.
>
> \(3\) Data, as used in this clause, means recorded information,
> regardless of form or the media on which it may be recorded. The term
> includes technical data and computer software. The term \"data\" does
> not include data incidental to the administration of this contract,
> such as financial, administrative, cost and pricing, or management
> information.
>
> \(4\) Limited rights data, as used in this clause, means data, other
> than computer software, developed at private expense that embody trade
> secrets or are commercial or financial and confidential or privileged.
> The Government\'s rights to use, duplicate, or disclose limited rights
> data are as set forth in the Limited Rights Notice of paragraph (h) of
> this clause.
>
> \(5\) Restricted computer software, as used in this clause, means
> computer software developed at private expense and that is a trade
> secret; is commercial or financial and is confidential or privileged;
> or is published copyrighted computer software, including minor
> modifications of any such computer software. The Government\'s rights
> to use, duplicate, or disclose restricted computer software are as set
> forth in the Restricted Rights Notice of subparagraph (i) of this
> clause.
>
> \(6\) Technical data, as used in this clause, means recorded data,
> regardless of form or characteristic, that are of a scientific or
> technical nature. Technical data does not include computer software,
> but does include manuals and instructional materials and technical
> data formatted as a computer data base.
>
> \(7\) Unlimited rights, as used in this clause, means the rights of
> the Government to use, disclose, reproduce, prepare derivative works,
> distribute copies to the public, including by electronic means, and
> perform publicly and display publicly, in any manner, including by
> electronic means, and for any purpose whatsoever, and to have or
> permit others to do so.
>
> \(8\) Open Source Software, as used in this clause, means computer
> software that is distributed under a license in which the user is
> granted the rights to use, copy, modify, prepare derivative works and
> distribute, in source code or other format, the software, in original
> or modified form and derivative works thereof, without having to make
> royalty payments. The Contractor's right to distribute computer
> software first produced in the performance of this Contract as Open
> Source Software is as set forth in paragraph (f).
>
> \(b\) *Allocation of Rights.*
>
> \(1\) The Government shall have:
>
> \(i\) Ownership of all technical data and computer software first
> produced in the performance of this Contract;
>
> \(ii\) Unlimited rights in technical data and computer software
> specifically used in the performance of this Contract, except as
> provided herein regarding copyright, limited rights data, or
> restricted computer software, and except for data subject to the
> withholding provisions for protected Cooperative Research and
> Development Agreement (CRADA) information in accordance with
> Technology Transfer actions under this Contract, or other data
> specifically protected by statute for a period of time or, where,
> approved by DOE, appropriate instances of the DOE Work for Others
> Program;
>
> \(iii\) The right to inspect technical data and computer software
> first produced or specifically used in the performance of this
> Contract at all reasonable times. The Contractor shall make available
> all necessary facilities to allow DOE personnel to perform such
> inspection;
>
> \(iv\) The right to have all technical data and computer software
> first produced or specifically used in the performance of this
> Contract delivered to the Government or otherwise disposed of by the
> Contractor, either as the contracting officer may from time to time
> direct during the progress of the work or in any event as the
> contracting officer shall direct upon completion or termination of
> this Contract. The Contractor agrees to leave a copy of such data at
> the facility or plant to which such data relate, and to make available
> for access or to deliver to the Government such data upon request by
> the contracting officer. If such data are limited rights data or
> restricted computer software. the rights of the Government in such
> data shall be governed solely by the provisions of paragraph (h) of
> this clause (\"Rights in Limited Rights Data\") or paragraph (i) of
> this clause (\"Rights in Restricted Computer Software\"); and
>
> \(v\) The right to remove, cancel, correct, or ignore any markings not
> authorized by the terms of this Contract on any data furnished
> hereunder if, in response to a written inquiry by DOE concerning the
> propriety of the markings, the Contractor fails to respond thereto
> within 60 days or fails to substantiate the propriety of the markings.
> In either case DOE will notify the Contractor of the action taken.
>
> \(2\) The Contractor shall have:
>
> \(i\) The right to withhold limited rights data and restricted
> computer software unless otherwise provided in provisions of this
> clause;
>
> \(ii\) The right to use for its private purposes, subject to patent,
> security or other provisions of this Contract, data it first produces
> in the performance of this Contract, except for data in DOE\'s Uranium
> Enrichment Technology, including diffusion, centrifuge, and atomic
> vapor laser isotope separation and except Restricted Data in category
> C-24, 10 CFR part 725, in which DOE has reserved the right to receive
> reasonable compensation for the use of its inventions and discoveries,
> including related data and technology, provided the data requirements
> of this Contract have been met as of the date of the private use of
> such data; and
>
> \(iii\) The right to assert copyright subsisting in scientific and
> technical articles as provided in paragraph (d) of this clause and the
> right to request permission to assert copyright subsisting in works
> other than scientific and technical articles as provided in paragraph
> (e) of this clause.
>
> \(3\) The Contractor agrees that for limited rights data or restricted
> computer software or other technical business or financial data in the
> form of recorded information which it receives from, or is given
> access to by DOE or a third party, including a DOE contractor or
> subcontractor, and for technical data or computer software it first
> produces under this Contract which is authorized to be marked by DOE,
> the Contractor shall treat such data in accordance with any
> restrictive legend contained thereon.
>
> \(c\) *Copyright (General).*
>
> \(1\) The Contractor agrees not to mark, register, or otherwise assert
> copyright in any data in a published or unpublished work, other than
> as set forth in paragraphs (d) and (e) of this clause.
>
> \(2\) Except for material to which the Contractor has obtained the
> right to assert copyright in accordance with either paragraph (d) or
> (e) of this clause, the Contractor agrees not to include in the data
> delivered under this Contract any material copyrighted by the
> Contractor and not to knowingly include any material copyrighted by
> others without first granting or obtaining at no cost a license
> therein for the benefit of the Government of the same scope as set
> forth in paragraph (d) of this clause. If the Contractor believes that
> such copyrighted material for which the license cannot be obtained
> must be included in the data to be delivered, rather than merely
> incorporated therein by reference, the Contractor shall obtain the
> written authorization of the contracting officer to include such
> [material]{.underline} in the data prior to its delivery.
>
> \(d\) *Copyrighted Works (Scientific and Technical Articles).*
>
> \(1\) The Contractor shall have the right to assert, without prior
> approval of the contracting officer, copyright subsisting in
> scientific and technical articles composed under this contract or
> based on or containing data first produced in the performance of this
> Contract, and published in academic, technical or professional
> journals, symposia, proceedings, or similar works. When assertion of
> copyright is made, the Contractor shall affix the applicable copyright
> notice of [17 U.S.C.
> 401](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=3&_butInline=1&_butinfo=17 USC 401&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=366049e8c6bb080029568ce1aef57148)
> or 402 and acknowledgment of Government sponsorship (including
> contract number) on the data when such data are delivered to the
> Government as well as when the data are published or deposited for
> registration as a published work in the U.S. Copyright Office. The
> Contractor grants to the Government, and others acting on its behalf,
> a nonexclusive, paid-up, irrevocable, world-wide license in such
> copyrighted data to reproduce, prepare derivative works, distribute
> copies to the public, and perform publicly and display publicly, by or
> on behalf of the Government.
>
> \(2\) The contractor shall mark each scientific or technical article
> first produced or composed under this Contract and submitted for
> journal publication or similar means of dissemination with a notice,
> similar in all material respects to the following, on the front
> reflecting the Government\'s non-exclusive, paid-up, irrevocable,
> world-wide license in the copyright.\
> \
> Notice: This manuscript has been authored by \[insert the name of the
> Contractor\] under Contract No. \[insert the contract number\] with
> the U.S. Department of Energy. The United States Government retains
> and the publisher, by accepting the article for publication,
> acknowledges that the United States Government retains a
> non-exclusive, paid-up, irrevocable, world-wide license to publish or
> reproduce the published form of this manuscript, or allow others to do
> so, for United States Government purposes.\
> \
> (End of Notice)
>
> \(3\) The title to the copyright of the original of unclassified
> graduate theses and the original of related unclassified scientific
> papers shall vest in the author thereof, subject to the right of DOE
> to retain duplicates of such documents and to use such documents for
> any purpose whatsoever without any claim on the part of the author or
> the contractor for additional compensation.
>
> \(e\) *Copyrighted Works (Other Than Scientific and Technical Articles
> and Data Produced under a CRADA).* The Contractor may obtain
> permission to assert copyright subsisting in technical data and
> computer software first produced by the Contractor in performance of
> this Contract, where the Contractor can show that commercialization
> would be enhanced by such copyright protection, subject to the
> following:
>
> \(1\) Contractor Request to Assert Copyright.
>
> \(i\) For data other than scientific and technical articles and data
> produced under a CRADA, the Contractor shall submit in writing to
> Patent Counsel its request to assert copyright in data first produced
> in the performance of this Contract pursuant to this clause. The right
> of the Contractor to copyright data first produced under a CRADA is as
> described in the individual CRADA. Each request by the Contractor must
> include:
>
> \(A\) The identity of the data (including any computer program) for
> which the Contractor requests permission to assert copyright, as well
> as an abstract which is descriptive of the data and is suitable for
> dissemination purposes,
>
> \(B\) The program under which it was funded,
>
> \(C\) Whether, to the best knowledge of the Contractor, the data is
> subject to an international treaty or agreement,
>
> \(D\) Whether the data is subject to export control,
>
> \(E\) A statement that the Contractor plans to commercialize the data
> in compliance with the clause of this contract entitled, \"Technology
> Transfer Mission,\" within five (5) years after obtaining permission
> to assert copyright or, on a case-by-case basis, a specified longer
> period where the Contractor can demonstrate that the ability to
> commercialize effectively is dependent upon such longer period, and
>
> \(F\) For data other than computer software, a statement explaining
> why the assertion of copyright is necessary to enhance
> commercialization and is consistent with DOE\'s dissemination
> responsibilities.
>
> \(ii\) For data that is developed using other funding sources in
> addition to DOE funding, the permission to assert copyright in
> accordance with this clause must also be obtained by the Contractor
> from all other funding sources prior to the Contractor\'s request to
> Patent Counsel. The request shall include the Contractor\'s
> certification or other documentation acceptable to Patent Counsel
> demonstrating such permission has been obtained.
>
> \(iii\) Permission for the Contractor to assert copyright in excepted
> categories of data as determined by DOE will be expressly withheld.
> Such excepted categories include data whose release
>
> \(A\) would be detrimental to national security, i.e., involve
> classified information or data or sensitive information under Section
> 148 of the Atomic Energy Act of 1954, as amended, or are subject to
> export control for nonproliferation and other nuclear-related national
> security purposes,
>
> \(B\) would not enhance the appropriate transfer or dissemination and
> commercialization of such data,
>
> \(C\) would have a negative impact on U.S. industrial competitiveness,
>
> \(D\) would prevent DOE from meeting its obligations under treaties
> and international agreements, or
>
> \(E\) would be detrimental to one or more of DOE\'s programs.
> Additional excepted categories may be added by the Assistant General
> Counsel for Technology Transfer and Intellectual Property. Where data
> are determined to be under export control restriction, the Contractor
> may obtain permission to assert copyright subject to the provisions of
> this clause for purposes of limited commercialization in a manner that
> complies with export control statutes and applicable regulations. In
> addition, notwithstanding any other provision of this Contract, all
> data developed with Naval Reactors\' funding and those data that are
> classified fall within excepted categories. The rights of the
> Contractor in data are subject to the disposition of data rights in
> the treaties and international agreements identified under this
> Contract as well as those additional treaties and international
> agreements which DOE may from time to time identify by unilateral
> amendment to the Contract; such amendment listing added treaties and
> international agreements is effective only for data which is developed
> after the date such treaty or international agreement is added to this
> Contract. Also, the Contractor will not be permitted to assert
> copyright in data in the form of various technical reports generated
> by the Contractor under the Contract without first obtaining the
> advanced written permission of the contracting officer.
>
> \(2\) DOE Review and Response to Contractor\'s Request. The Patent
> Counsel shall use its best efforts to respond in writing within 90
> days of receipt of a complete request by the Contractor to assert
> copyright in technical data and computer software pursuant to this
> clause. Such response shall either give or withhold DOE\'s permission
> for the Contractor to assert copyright or advise the Contractor that
> DOE needs additional time to respond, and the reasons therefore.
>
> \(3\) Permission for Contractor to Assert Copyright.
>
> \(i\) For computer software, the Contractor shall furnish to the DOE
> designated, centralized software distribution and control point, the
> Energy Science and Technology Software Center, at the time permission
> to assert copyright is given under paragraph (e)(2) of this clause:
>
> \(A\) An abstract describing the software suitable for publication,
>
> \(B\) The source code for each software program, and
>
> \(C\) The object code and at least the minimum support documentation
> needed by a technically competent user to understand and use the
> software. The Patent Counsel, for good cause shown by the Contractor,
> may allow the minimum support documentation to be delivered within 60
> days after permission to assert copyright is given or at such time the
> minimum support documentation becomes available. The Contractor
> acknowledges that the DOE designated software distribution and control
> point may provide a technical description of the software in an
> announcement identifying its availability from the copyright holder.
>
> \(ii\) Unless otherwise directed by the contracting officer, for data
> other than computer software to which the Contractor has received
> permission to assert copyright under paragraph (e)(2) of this clause
> above, the Contractor shall within sixty (60) days of obtaining such
> permission furnish to DOE\'s Office of Scientific and Technical
> Information (OSTI) a copy of such data as well as an abstract of the
> data suitable for dissemination purposes. The Contractor acknowledges
> that OSTI may provide an abstract of the data in an announcement to
> DOE, its contractors and to the public identifying its availability
> from the copyright holder.
>
> \(iii\) For a five year period or such other specified period as
> specifically approved by Patent Counsel beginning on the date the
> Contractor is given permission to assert copyright in data, the
> Contractor grants to the Government, and others acting on its behalf,
> a paid-up, nonexclusive, irrevocable worldwide license in such
> copyrighted data to reproduce, prepare derivative works and perform
> publicly and display publicly, by or on behalf of the Government. Upon
> request, the initial period may be extended after DOE approval. The
> DOE approval will be based on the standard that the work is still
> commercially available and the market demand is being met.
>
> \(iv\) After the period approved by Patent Counsel for application of
> the limited Government license described in paragraph (e)(3)(iii) of
> this clause, or if, prior to the end of such period(s), the Contractor
> abandons commercialization activities pertaining to the data to which
> the Contractor has been given permission to assert copyright, the
> Contractor grants to the Government, and others acting on its behalf,
> a paid-up, nonexclusive, irrevocable worldwide license in such
> copyrighted data to reproduce, distribute copies to the public,
> prepare derivative works, perform publicly and display publicly, and
> to permit others to do so.
>
> \(v\) Whenever the Contractor asserts copyright in data pursuant to
> this paragraph (e), the Contractor shall affix the applicable
> copyright notice of [17 U.S.C.
> 401](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=4&_butInline=1&_butinfo=17 USC 401&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=be0218037ebe789dcf0f0dc63e37444e)
> or 402 on the copyrighted data and also an acknowledgment of the
> Government sponsorship and license rights of paragraphs (e)(3) (iii)
> and (iv) of this clause. Such action shall be taken when the data are
> delivered to the Government, published, licensed or deposited for
> registration as a published work in the U.S. Copyright Office. The
> acknowledgment of Government sponsorship and license rights shall be
> as follows:
>
> Notice: These data were produced by (insert name of Contractor) under
> Contract No. with the Department of Energy. For (period approved by
> DOE Patent Counsel) from (date permission to assert copyright was
> obtained), the Government is granted for itself and others acting on
> its behalf a nonexclusive, paid-up, irrevocable worldwide license in
> this data to reproduce, prepare derivative works, and perform publicly
> and display publicly, by or on behalf of the Government. There is
> provision for the possible extension of the term of this license.
> Subsequent to that period or any extension granted, the Government is
> granted for itself and others acting on its behalf a nonexclusive,
> paid-up, irrevocable worldwide license in this data to reproduce,
> prepare derivative works, distribute copies to the public, perform
> publicly and display publicly, and to permit others to do so. The
> specific term of the license can be identified by inquiry made to
> Contractor or DOE. NEITHER THE UNITED STATES NOR THE UNITED STATES
> DEPARTMENT OF ENERGY, NOR ANY OF THEIR EMPLOYEES, MAKES ANY WARRANTY,
> EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY
> FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY DATA, APPARATUS,
> PRODUCT, OR PROCESS DISCLOSED, OR REPRESENTS THAT ITS USE WOULD NOT
> INFRINGE PRIVATELY OWNED RIGHTS.
>
> (End of Notice)
>
> \(vi\) With respect to any data to which the Contractor has received
> permission to assert copyright, the DOE has the right, during the five
> (5) year or specified longer period approved by Patent Counsel as
> provided for in paragraph (e) of this clause, to request the
> Contractor to grant a nonexclusive, partially exclusive or exclusive
> license in any field of use to a responsible applicant(s) upon terms
> that are reasonable under the circumstances, and if the Contractor
> refuses such request, to grant such license itself, if the DOE
> determines that the Contractor has not made a satisfactory
> demonstration that either it or its licensee(s) is actively pursuing
> commercialization of the data as set forth in subparagraph (e)(1)(A)
> of this clause. Before licensing under this subparagraph (vi), DOE
> shall furnish the Contractor a written request for the Contractor to
> grant the stated license, and the Contractor shall be allowed thirty
> (30) days (or such longer period as may be authorized by the
> contracting officer for good cause shown in writing by the Contractor)
> after such notice to show cause why the license should not be granted.
> The Contractor shall have the right to appeal the decision of the DOE
> to grant the stated license to the Invention Licensing Appeal Board as
> set forth in [10 CFR
> 781.65](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=5&_butInline=1&_butinfo=10 CFR 781.65&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=265a95605f1ec38772efc34bc19e5cf3)
> \-- \"Appeals.\"
>
> \(vii\) No costs shall be allowable for maintenance of copyrighted
> data, primarily for the benefit of the Contractor and/or a licensee
> which exceeds DOE Program needs, except as expressly provided in
> writing by the contracting officer. The Contractor may use its net
> royalty income to effect such maintenance costs.
>
> \(viii\) At any time the Contractor abandons commercialization
> activities for data for which the Contractor has received permission
> to assert copyright in accordance with this clause, it shall advise
> OSTI and Patent Counsel and upon request assign the copyright to the
> Government so that the Government can distribute the data to the
> public.
>
> \(4\) The following notice may be placed on computer software prior to
> any publication and prior to the Contractor\'s obtaining permission
> from the Department of Energy to assert copyright in the computer
> software pursuant to paragraph (c)(3) of this section.\
> \
> Notice: This computer software was prepared by \[insert the
> Contractor\'s name and the individual author\], hereinafter the
> Contractor, under Contract \[insert the Contract Number\] with the
> Department of Energy (DOE). All rights in the computer software are
> reserved by DOE on behalf of the United States Government and the
> Contractor as provided in the Contract. You are authorized to use this
> computer software for Governmental purposes but it is not to be
> released or distributed to the public. NEITHER THE GOVERNMENT NOR THE
> CONTRACTOR MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY
> LIABILITY FOR THE USE OF THIS SOFTWARE. This notice including this
> sentence must appear on any copies of this computer software.\
> \
> (End of Notice)
>
> \(5\) A similar notice can be used for data, other than computer
> software, upon approval of DOE Patent Counsel.
>
> \(f\) *Open Source Software.* The Contractor may release computer
> software first produced by the Contractor in the performance of this
> Contract under an open source software license. Such software shall
> hereinafter be referred to as Open Source Software or OSS, subject to
> the following:
>
> \(1\) Obtain Program Approval.
>
> \(i\) The Contractor shall ensure that the DOE Program or Programs
> that have provided funding (Funding Source) to develop the software
> have approved the distribution of the software as OSS. The funding
> Program(s) may provide blanket approval for all software developed
> with funding from that Program. However, OSS release for any one such
> software shall be subject to approval by all other funding Programs
> which provide a substantial portion of the funds for the software, if
> any. If approval from the funding Program(s) is not practicable, DOE
> Patent Counsel may provide approval instead. For software jointly
> developed under a CRADA or User Facility, authorization from the CRADA
> Participant(s) or User Facility User(s), as applicable, shall be
> additionally obtained for OSS release.
>
> \(ii\) If the software is developed with funding from a federal
> government agency or agencies other than DOE, then authorization from
> all the funding source(s) shall be obtained for OSS release, if
> practicable. Such federal government agency(ies) may provide blanket
> approval for all software developed with funding from that agency.
> However, OSS release of any one of such software shall be subject to
> approval by all other funding sources for the software, if any. If
> majority approval from such federal government agency(s) is not
> practicable, DOE Patent Counsel may provide approval instead.
>
> \(2\) Assert Copyright in the OSS. Once the Contractor has obtained
> Funding Source approval in accordance with subparagraph (1) of this
> section, copyright in the software to be distributed as OSS, may be
> asserted by the Contractor, or, for OSS developed under a CRADA or
> User Facility, either by the Contractor, CRADA Participant, or User
> Facility User, as applicable, which precludes marking such OSS as
> Protected Information.
>
> \(3\) Form DOE F 241.4 for OSS to ESTSC. The Contractor must submit
> the form DOE F 241.4 (or the current form as may be required by DOE)
> to DOE's Energy Science and Technology Software Center (ESTSC) at the
> Office of Scientific and Technical Information (OSTI). The Contractor
> shall provide the unique URL on the form for ESTSC to distribute.
>
> \(4\) OSS Record. The Contractor must maintain a record, available for
> inspection by DOE, of software distributed as OSS. The record shall
> contain the following information:
>
> \(i\) name of the computer software (or other identifier),
>
> \(ii\) an abstract with description or purpose of the software,
>
> \(iii\) evidence of the funding Program's or source's approval,
>
> \(iv\) the planned or actual OSS location on the Contractor's webpage
> or other publicly available location (see subparagraph (5) below);
>
> \(v\) any names, logos or other identifying marks used in connection
> with the OSS, whether or not registered;
>
> \(vi\) the type of OSS license used; and
>
> \(vii\) release version of the software for OSS containing derivative
> works. Upon request of Patent Counsel, the Contractor shall
> periodically provide Patent Counsel a copy of the record.
>
> \(5\) Provide Public Access to the OSS. The Contractor shall ensure
> that the OSS is publicly accessible as an open source via the
> Contractor's website, Open Source Bulletin Boards operated by third
> parties, DOE, or other industry standard means.
>
> \(6\) Select an OSS License. Each OSS will be distributed pursuant to
> an OSS license. The Contractor may choose among industry standard OSS
> licenses or create its own set of Contractor standard licenses. To
> assist the Contractor, the DOE Assistant General Counsel for
> Technology Transfer and Intellectual Property may periodically issue
> guidance on OSS licenses. Each Contractor created OSS license, must
> contain, at a minimum, the following provisions:
>
> \(i\) A disclaimer or equivalent that disclaims the Government's and
> Contractor's liability for licensees' and third parties' use of the
> software; and
>
> \(ii\) A grant of permission for licensee to distribute OSS containing
> the licensee's derivative works subject to trademark restrictions (see
> subparagraph (10) below). This provision might allow the licensee and
> third parties to commercialize their derivative works or might request
> that the licensee's derivative works be forwarded to the Contractor
> for incorporation into future OSS versions.
>
> \(7\) Collection of administrative costs is permissible. However, the
> Contractor may not collect a royalty or other fee in excess of a good
> faith amount for cost recovery from any licensee for the Contractor's
> OSS.
>
> \(8\) Relationship to Other Required Clauses in the Contract. OSS
> distributed in accordance with this section shall not be subject to
> the requirements relating to indemnification of the Contractor or
> Federal Government, U.S. Competitiveness and U.S. Preference as set
> forth in paragraphs (g) and (h) of the clause within this contract
> entitled Technology Transfer Mission (DEAR 970.5227-3). The
> requirement for Contractor to request permission to assert copyright
> for the purpose of engaging in licensing software for royalties as set
> forth elsewhere in this clause is not modified by this section.
>
> \(9\) Performance of Periodic Export Control Reviews by the
> Contractor. The Contractor is required to follow its Export Control
> review procedures before designating any software as OSS. If the
> Contractor is integrating the original OSS with other copyrightable
> works created by the Contractor or third parties, the Contractor may
> need to perform periodic export control reviews of the derivative
> versions.
>
> \(10\) Determine if Trademark Protection for the OSS is Appropriate.
> DOE Programs and Contractors have established trademarks on some of
> their computer software. Therefore, the Contractor should determine
> whether the OSS is already protected by use of an existing trademark.
> If the OSS is not so protected, then the Program or the Contractor may
> want to seek trademark protection. If the OSS is protected by a
> trademark, the OSS license should state that the derivative works of
> the licensee or other third party may not be distributed using the
> proprietary trademark without appropriate prior approval.
>
> \(11\) Government License. For all OSS, the Contractor grants to the
> Government, and others acting on its behalf, a paid-up, nonexclusive,
> irrevocable worldwide license in data copyrighted in accordance with
> paragraph (f)(2) of this clause to reproduce, distribute copies to the
> public, prepare derivative works, perform publicly and display
> publicly, and to permit others to do so.
>
> \(12\) Availability of Original OSS. The object code and source code
> of the original OSS developed by the Contractor shall be available to
> any third party who requests such from the Contractor for so long as
> such OSS is publicly available. If the Contractor ceases to make the
> software publicly available, then the Contractor shall submit to ESTSC
> the object code and source code of the latest version of the OSS
> developed by the Contractor in addition to a revised DOE F 241.4 form
> (which includes an abstract) and the Contractor shall direct any
> inquiries from third parties seeking to obtain the original OSS to
> ESTSC.
>
> \(g\) *Subcontracting.*
>
> \(1\) Unless otherwise directed by the contracting officer, the
> Contractor agrees to use in subcontracts in which technical data or
> computer software is expected to be produced or in subcontracts for
> supplies that contain a requirement for production or delivery of data
> in accordance with the policy and procedures of 48 CFR Subpart 27.4 as
> supplemented by [48 CFR
> 927.401](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=6&_butInline=1&_butinfo=48 CFR 927.401&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=c1f2e5adf51c20d6f4bf29833912d7d9)
> through
> [927.409](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=7&_butInline=1&_butinfo=48 CFR 927.409&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=f0b489dcf5402e129b25246901810ac1),
> the clause entitled, \"Rights in Data \-- General\" at [48 CFR
> 52.227-14](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=8&_butInline=1&_butinfo=48 CFR 52.227-14&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=696b765092f2ac83742adc84c8692583)
> modified in accordance with 927.409(a) and including Alternate V.
> Alternates II through IV of that clause may be included as appropriate
> with the prior approval of DOE Patent Counsel, and the Contractor
> shall not acquire rights in a subcontractor\'s limited rights data or
> restricted computer software, except through the use of Alternates II
> or III, respectively, without the prior approval of DOE Patent
> Counsel. The clause at [48 CFR
> 52.227-16](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=9&_butInline=1&_butinfo=48 CFR 52.227-16&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=ba7f86a9ebf63e69cc998df22fcc1579),
> Additional Data Requirements, shall be included in subcontracts in
> accordance with [48 CFR
> 927.409(h)](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=10&_butInline=1&_butinfo=48 CFR 927.409&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=7f2b6c26ffe615ad1c2ae16beb333858).
> The Contractor shall use instead the Rights in Data \-- Facilities
> clause at [48 CFR
> 970.5227-1](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=11&_butInline=1&_butinfo=48 CFR 970.5227-1&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=150e1c38d03c8d72758f1d913349b1b2)
> in subcontracts, including subcontracts for related support services,
> involving the design or operation of any plants or facilities or
> specially designed equipment for such plants or facilities that are
> managed or operated under its contract with DOE.
>
> \(2\) It is the responsibility of the Contractor to obtain from its
> subcontractors technical data and computer software and rights
> therein, on behalf of the Government, necessary to fulfill the
> Contractor\'s obligations to the Government with respect to such data.
> In the event of refusal by a subcontractor to accept a clause
> affording the Government such rights, the Contractor shall:
>
> \(i\) Promptly submit written notice to the contracting officer
> setting forth reasons or the subcontractor\'s refusal and other
> pertinent information which may expedite disposition of the matter,
> and
>
> \(ii\) Not proceed with the subcontract without the written
> authorization of the contracting officer.
>
> \(3\) Neither the Contractor nor higher-tier subcontractors shall use
> their power to award subcontracts as economic leverage to acquire
> rights in a subcontractor\'s limited rights data and restricted
> computer software for their private use.
>
> \(h\) *Rights in Limited Rights Data.* Except as may be otherwise
> specified in this Contract as data which are not subject to this
> paragraph, the Contractor agrees to and does hereby grant to the
> Government an irrevocable nonexclusive, paid-up license by or for the
> Government, in any limited rights data of the Contractor specifically
> used in the performance of this Contract, provided, however, that to
> the extent that any limited rights data when furnished or delivered is
> specifically identified by the Contractor at the time of initial
> delivery to the Government or a representative of the Government, such
> data shall not be used within or outside the Government except as
> provided in the \"Limited Rights Notice\" set forth below. All such
> limited rights data shall be marked with the following \"Limited
> Rights Notice:\"\
> \
> Limited Rights Notice\
> \
> These data contain \"limited rights data,\" furnished under Contract
> No. \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ with the United States Department
> of Energy which may be duplicated and used by the Government with the
> express limitations that the \"limited rights data\" may not be
> disclosed outside the Government or be used for purposes of
> manufacture without prior permission of the Contractor, except that
> further disclosure or use may be made solely for the following
> purposes:
>
> \(a\) Use (except for manufacture) by support services contractors
> within the scope of their contracts;
>
> \(b\) This \"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;
>
> \(c\) This \"limited rights data\" may be disclosed to other
> contractors participating in the Government\'s program of which this
> Contract is a part for information or use (except for manufacture) 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;
>
> \(d\) This \"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; and
>
> \(e\) Release to a foreign government, or instrumentality thereof, as
> the interests of the United States Government may require, for
> information or evaluation, or for emergency repair or overhaul work by
> such government.\
> \
> This Notice shall be marked on any reproduction of this data in whole
> or in part.\
> \
> (End of Notice)
>
> \(i\) *Rights in Restricted Computer Software.*
>
> \(1\) Except as may be otherwise specified in this Contract as data
> which are not subject to this paragraph, the Contractor agrees to and
> does hereby grant to the Government an irrevocable, nonexclusive,
> paid-up, license by or for the Government, in any restricted computer
> software of the Contractor specifically used in the performance of
> this Contract; provided, however, that to the extent that any
> restricted computer software when furnished or delivered is
> specifically identified by the Contractor at the time of initial
> delivery to the Government or a representative of the Government, such
> data shall not be used within or outside the Government except as
> provided in the \"Restricted Rights Notice\" set forth below. All such
> restricted computer software shall be marked with the following
> \"Restricted Rights Notice:\"\
> \
> Restricted Rights Notice \-- Long Form
>
> \(a\) This computer software is submitted with restricted rights under
> Department of Energy Contract \[insert the Contract Number\]. It may
> not be used, reproduced, or disclosed by the Government except as
> provided in paragraph (b) of this notice.
>
> \(b\) This computer software may be:
>
> \(1\) Used or copied for use in or with the computer or computers for
> which it was acquired, including use at any Government installation to
> which such computer or computers may be transferred;
>
> \(2\) Used, copied for use, in a backup or replacement computer if any
> computer for which it was acquired is inoperative or is replaced;
>
> \(3\) Reproduced for safekeeping (archives) or backup purposes;
>
> \(4\) Modified, adapted, or combined with other computer software,
> provided that only the portions of the derivative software consisting
> of the restricted computer software are to be made subject to the same
> restricted rights; and
>
> \(5\) Disclosed to and reproduced for use by contractors under a
> service contract (of the type defined in [48 CFR
> 37.101](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=12&_butInline=1&_butinfo=48 CFR 37.101&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=20016db6d6cec583f584990505fa82a3))
> in accordance with subparagraphs (b)(1) through (4) of this Notice,
> provided the Government makes such disclosure or reproduction subject
> to these restricted rights.
>
> \(c\) Notwithstanding the foregoing, if this computer software has
> been published under copyright, it is licensed to the Government,
> without disclosure prohibitions, with the rights set forth in the
> restricted rights notice above.
>
> \(d\) This Notice shall be marked on any reproduction of this computer
> software, in whole or in part.\
> \
> (End of Notice)
>
> \(2\) Where it is impractical to include the Restricted Rights Notice
> on restricted computer software, the following short-form Notice may
> be used in lieu thereof:\
> \
> Restricted Rights Notice \-- Short Form\
> \
> Use, reproduction, or disclosure is subject to restrictions set forth
> in the Long Form Notice of DOE Contract No. with (name of
> Contractor).\
> \
> (End of Notice)
>
> \(3\) If the software is embedded, or if it is commercially
> impractical to mark it with human readable text, then the symbol R and
> the clause date (mo/yr) in brackets or a box, a \[R-mo/yr\], may be
> used. This will be read to mean restricted computer software, subject
> to the rights of the Government as described in the Long Form Notice,
> in effect as of the date indicated next to the symbol. The symbol
> shall not be used to mark human readable material. In the event this
> Contract contains any variation to the rights in the Long Form Notice,
> then the contract number must also be cited.
>
> \(4\) If restricted computer software is delivered with the copyright
> notice of [17 U.S.C.
> 401,](http://www.lexis.com/research/buttonTFLink?_m=670d42efe2882bb0b0c8ce92e1c329d7&_xfercite=<cite cc%3D"USA"><!%5BCDATA%5B48 CFR 970.5227-2%5D%5D><%2Fcite>&_butType=4&_butStat=0&_butNum=13&_butInline=1&_butinfo=17 USC 401&_fmtstr=FULL&docnum=1&_startdoc=1&wchp=dGLbVzb-zSkAl&_md5=a5d61a524aae6934e2a3f264f936d65a)
> the software will be presumed to be published copyrighted computer
> software licensed to the Government without disclosure prohibitions
> and with unlimited rights, unless the Contractor includes the
> following statement with such copyright notice \"Unpublished \--
> rights reserved under the Copyright Laws of the United States.\"
>
> \(j\) *Relationship to Patents.* Nothing contained in this clause
> creates or is intended to imply a license to the Government in any
> patent or is intended to be construed as affecting the scope of any
> licenses or other rights otherwise granted to the Government under any
> patent.

# DEAR 970.5232-7 FINANCIAL MANAGEMENT SYSTEM (DEC 2000) (M046)

> The Contractor shall maintain and administer a financial management
> system that is suitable to provide proper accounting in accordance
> with DOE requirements for assets, liabilities, collections accruing to
> the Contractor in connection with the work under this contract,
> expenditures, costs, and encumbrances; permits the preparation of
> accounts and accurate, reliable financial and statistical reports; and
> assures that accountability for the assets can be maintained. The
> Contractor shall submit to DOE for written approval an annual plan for
> new financial management systems and/or subsystems and major
> enhancements and/or upgrades to the currently existing financial
> systems and/or subsystems. The Contractor shall notify DOE thirty (30)
> days in advance of any planned implementation of any substantial
> deviation from this plan and, as requested by the Contracting Officer,
> shall submit any such deviation to DOE for written approval before
> implementation.

# DEAR 970.5232-8 INTEGRATED ACCOUNTING (DEC 2000) (M046)

> Integrated accounting procedures are required for use under this
> Contract. The contractor\'s financial management system shall include
> an integrated accounting system that is linked to DOE\'s accounts
> through the use of reciprocal accounts and that has electronic
> capability to transmit monthly and year-end self-balancing trial
> balances to the Department\'s Primary Accounting System for reporting
> financial activity under this contract in accordance with requirements
> imposed by the Contracting Officer pursuant to the Laws, regulations,
> and DOE directives clause of this Contract.

# DEAR 970.5232-5 LIABILITY WITH RESPECT TO COST ACCOUNTING STANDARDS (DEC 2000) (M046)

> \(a\) The contractor is not liable to the Government for increased
> costs or interest resulting from its failure to comply with the
> clauses of this contract entitled, \"Cost Accounting Standards,\" and
> \"Administration of Cost Accounting Standards,\" if its failure to
> comply with the clauses is caused by the contractor\'s compliance with
> published DOE financial management policies and procedures or other
> requirements established by the Department\'s Chief Financial Officer
> or Procurement Executive.
>
> \(b\) The contractor is not liable to the Government for increased
> costs or interest resulting from its subcontractors\' failure to
> comply with the clauses at FAR 52.230-2, \"Cost Accounting
> Standards,\" and FAR 52.230-6, Administration of Cost Accounting
> Standards,\" if the contractor includes in each covered subcontract a
> clause making the subcontractor liable to the Government for increased
> costs or interest resulting from the subcontractor\'s failure to
> comply with the clauses; and the contractor seeks the subcontract
> price adjustment and cooperates with the Government in the
> Government\'s attempts to recover from the subcontractor.

# DEAR 970.5232-6 WORK FOR OTHERS FUNDING AUTHORIZATION (DEC 2000) (M046)

> Any uncollectible receivables resulting from the contractor utilizing
> contractor corporate funding for reimbursable work shall be the
> responsibility of the contractor, and the United States Government
> shall have no liability to the contractor for the contractor\'s
> uncollected receivables. The contractor is permitted to provide
> advance payment utilizing contractor corporate funds for reimbursable
> work to be performed by the contractor for a non-Federal entity in
> instances where advance payment from that entity is required under the
> Laws, regulations, and DOE directives clause of this contract and such
> advance cannot be obtained. The contractor is also permitted to
> provide advance payment utilizing contractor corporate funds to
> continue reimbursable work to be performed by the contractor for a
> Federal entity when the term or the funds on a Federal interagency
> agreement required under the Laws, regulations, and DOE directives
> clause of this contract have elapsed. The contractor\'s utilization of
> contractor corporate funds does not relieve the contractor of its
> responsibility to comply with all requirements for Work for Others
> applicable to this contract.

# DEAR 970.5226-3 COMMUNITY COMMITMENT (DEC 2000) (M013)

> It is the policy of the DOE to be a constructive partner in the
> geographic region in which DOE conducts its business. The basic
> elements of this policy include: (1) recognizing the diverse interests
> of the region and its stakeholders, (2) engaging regional stakeholders
> in issues and concerns of mutual interest, and (3) recognizing that
> giving back to the community is a worthwhile business practice.
> Accordingly, the Contractor agrees that its business operations and
> performance under the Contract will be consistent with the intent of
> the policy and elements set forth above.

# DEAR 970.5227-6 PATENT INDEMNITY-SUBCONTRACTS (DEC 2000) (M029)

> Except as otherwise authorized by the Contracting Officer, the
> Contractor shall obtain indemnification of the Government and its
> officers, agents, and employees against liability, including costs,
> for infringement of any United States patent (except a patent issued
> upon an application that is now or may hereafter be withheld from
> issue pursuant to a secrecy order by the Government) from
> Contractor\'s subcontractors for any contract work subcontracted in
> accordance with FAR 48 CFR 52.227-3.

# DEAR 970.5227-7 ROYALTY INFORMATION (DEC 2000) (M029)

> \(a\) Cost or charges for royalties. If the response to this
> solicitation contains costs or charges for royalties totaling more
> than \$250, the following information shall be included in the
> response relating to each separate item of royalty or license fee:
>
> \(1\) Name and address of licensor;
>
> \(2\) Date of license agreement;
>
> \(3\) Patent numbers, patent application serial numbers, or other
> basis on which the royalty is payable;
>
> \(4\) Brief description, including any part or model numbers of each
> contract item or component on which the royalty is payable;
>
> \(5\) Percentage or dollar rate of royalty per unit;
>
> \(6\) Unit price of contract item;
>
> \(7\) Number of units; and
>
> \(8\) Total dollar amount of royalties.
>
> \(b\) Copies of current licenses. In addition, if specifically
> requested by the Contracting Officer before execution of the contract,
> the offeror shall furnish a copy of the current license agreement and
> an identification of applicable claims of specific patents or other
> basis upon which the royalty may be payable.

# DEAR 970.5227-8 REFUND OF ROYALTIES (AUG 2002) (M029)

> \(a\) During performance of this Contract, if any royalties are
> proposed to be charged to the Government as costs under this Contract,
> the Contractor agrees to submit for approval of the Contracting
> Officer, prior to the execution of any license, the following
> information relating to each separate item of royalty:
>
> \(1\) Name and address of licensor;
>
> \(2\) Patent numbers, patent application serial numbers, or other
> basis on which the royalty is payable;
>
> \(3\) Brief description, including any part or model numbers of each
> contract item or component on which the royalty is payable;
>
> \(4\) Percentage or dollar rate of royalty per unit;
>
> \(5\) Unit price of contract item;
>
> \(6\) Number of units;
>
> \(7\) Total dollar amount of royalties; and
>
> \(8\) A copy of the proposed license agreement.
>
> \(b\) If specifically requested by the Contracting Officer, the
> Contractor shall furnish a copy of any license agreement entered into
> prior to the effective date of this clause and an identification of
> applicable claims of specific patents or other basis upon which
> royalties are payable.
>
> \(c\) The term \"royalties\" as used in this clause refers to any
> costs or charges in the nature of royalties, license fees, patent or
> license amortization costs, or the like, for the use of or for rights
> in patents and patent applications that are used in the performance of
> this contract or any subcontract hereunder.
>
> \(d\) The Contractor shall furnish to the Contracting Officer,
> annually upon request, a statement of royalties paid or required to be
> paid in connection with performing this Contract and subcontracts
> hereunder.
>
> \(e\) For royalty payments under licenses entered into after the
> effective date of this Contract, costs incurred for royalties proposed
> under this paragraph shall be allowable only to the extent that such
> royalties are approved by the Contracting Officer. If the Contracting
> Officer determines that existing or proposed royalty payments are
> inappropriate, any payments subsequent to such determination shall be
> allowable only to the extent approved by the Contracting Officer.
>
> \(f\) Regardless of prior DOE approval of any individual payments or
> royalties, DOE may contest at any time the enforceability, validity,
> scope of, or title to a patent for which the Contractor makes a
> royalty or other payment.
>
> \(g\) If at any time within 3 years after final payment under this
> contract, the Contractor for any reason is relieved in whole or in
> part from the payment of any royalties to which this clause applies,
> the Contractor shall promptly notify the Contracting Officer of that
> fact and shall promptly reimburse the Government for any refunds
> received or royalties paid after having received notice of such
> relief.
>
> \(h\) The Contractor agrees to include, and require inclusion of, this
> clause, including this paragraph (h), suitably modified to identify
> the parties in any subcontract at any tier in which the amount of
> royalties reported during negotiation of the subcontract exceeds
> \$250.

# DEAR 970.5227-9 NOTICE OF RIGHT TO REQUEST PATENT WAIVER (DEC 2000) (M029)

> Offerors have the right to request a waiver of all or any part of the
> rights of the United States in inventions conceived or first actually
> reduced to practice in performance of the contract, in advance of or
> within 30 days after the effective date of contracting. If such
> advance waiver is not requested or the request is denied, the
> Contractor has a continuing right under the contract to request a
> waiver of the rights of the Government in identified inventions, i.e.,
> individual inventions conceived or first actually reduced to practice
> in performance of the contract. Contractors that are domestic small
> businesses and domestic nonprofit organizations may not need a waiver
> and will have included in their contracts a patent clause reflecting
> their right to elect title to subject inventions pursuant to the
> Bayh-Dole Act *(35 U.S.C. 200* et seq.).

# FAR 52.225-9 BUY AMERICAN ACT -- CONSTRUCTION MATERIALS (JAN 2005) (M046, M092)

> \(a\) *Definitions*. As used in this clause---
>
> "Component" means an article, material, or supply incorporated
> directly into a construction material.
>
> "Construction material" means an article, material, or supply brought
> to the construction site by the Contractor or a subcontractor for
> incorporation into the building or work. The term also includes an
> item brought to the site preassembled from articles, materials, or
> supplies. However, emergency life safety systems, such as emergency
> lighting, fire alarm, and audio evacuation systems, that are discrete
> systems incorporated into a public building or work and that are
> produced as complete systems, are evaluated as a single and distinct
> construction material regardless of when or how the individual parts
> or components of those systems are delivered to the construction site.
> Materials purchased directly by the Government are supplies, not
> construction material.
>
> Cost of components" means---
>
> \(1\) For components purchased by the Contractor, the acquisition
> cost, including transportation costs to the place of incorporation
> into the construction material (whether or not such costs are paid to
> a domestic firm), and any applicable duty (whether or not a duty-free
> entry certificate is issued); or
>
> \(2\) For components manufactured by the Contractor, all costs
> associated with the manufacture of the component, including
> transportation costs as described in paragraph (1) of this definition,
> plus allocable overhead costs, but excluding profit. Cost of
> components does not include any costs associated with the manufacture
> of the construction material.
>
> "Domestic construction material" means---
>
> \(1\) An un-manufactured construction material mined or produced in
> the United States; or
>
> \(2\) A construction material manufactured in the United States, if
> the cost of its components mined, produced, or manufactured in the
> United States exceeds 50 percent of the cost of all its components.
> Components of foreign origin of the same class or kind for which
> non-availability determinations have been made are treated as
> domestic.
>
> "Foreign construction material" means a construction material other
> than a domestic construction material.
>
> "United States" means the 50 States, the District of Columbia, and
> outlying areas.
>
> \(b\) *Domestic preference.*
>
> \(1\) This clause implements the Buy American Act (41 U.S.C. 10a -
> 10d) by providing a preference for domestic construction material. The
> Contractor shall use only domestic construction material in performing
> this contract, except as provided in paragraphs (b)(2) and (b)(3) of
> this clause.
>
> \(2\) This requirement does not apply to the construction material or
> components listed by the Government as follows:
>
> \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
>
> \[*Contracting Officer to list applicable excepted materials or
> indicate "none"*\]
>
> \(3\) The Contracting Officer may add other foreign construction
> material to the list in paragraph (b)(2) of this clause if the
> Government determines that---
>
> \(i\) The cost of domestic construction material would be
> unreasonable. The cost of a particular domestic construction material
> subject to the requirements of the Buy American Act is unreasonable
> when the cost of such material exceeds the cost of foreign material by
> more than 6 percent;
>
> \(ii\) The application of the restriction of the Buy American Act to a
> particular construction material would be impracticable or
> inconsistent with the public interest; or
>
> \(iii\) The construction material is not mined, produced, or
> manufactured in the United States in sufficient and reasonably
> available commercial quantities of a satisfactory quality.

> \(c\) Request for determination of inapplicability of the Buy American
> Act.

> \(1\) (i) Any Contractor request to use foreign construction material
> in accordance with paragraph (b)(3) of this clause shall include
> adequate information for Government evaluation of the request,
> including---
>
> \(A\) A description of the foreign and domestic construction
> materials;
>
> \(B\) Unit of measure;
>
> \(C\) Quantity;
>
> \(D\) Price;
>
> \(E\) Time of delivery or availability;
>
> \(F\) Location of the construction project;
>
> \(G\) Name and address of the proposed supplier; and
>
> \(H\) A detailed justification of the reason for use of foreign
> construction materials cited in accordance with paragraph (b)(3) of
> this clause.
>
> \(ii\) A request based on unreasonable cost shall include a reasonable
> survey of the market and a completed price comparison table in the
> format in paragraph (d) of this clause.
>
> \(iii\) The price of construction material shall include all delivery
> costs to the construction site and any applicable duty (whether or not
> a duty-free certificate may be issued).
>
> \(iv\) Any Contractor request for a determination submitted after
> contract award shall explain why the Contractor could not reasonably
> foresee the need for such determination and could not have requested
> the determination before contract award. If the Contractor does not
> submit a satisfactory explanation, the Contracting Officer need not
> make a determination.

> \(2\) If the Government determines after contract award that an
> exception to the Buy American Act applies and the Contracting Officer
> and the Contractor negotiate adequate consideration, the Contracting
> Officer will modify the contract to allow use of the foreign
> construction material. However, when the basis for the exception is
> the unreasonable price of a domestic construction material, adequate
> consideration is not less than the differential established in
> paragraph (b)(3)(i) of this clause.
>
> \(3\) Unless the Government determines that an exception to the Buy
> American Act applies, use of foreign construction material is
> noncompliant with the Buy American Act.
>
> \(d\) *Data*. To permit evaluation of requests under paragraph (c) of
> this clause based on unreasonable cost, the Contractor shall include
> the following information and any applicable supporting data based on
> the survey of suppliers:

+---+---------------------------+-------------+--------+-------------+---+
|   | Foreign and Domestic      |             |        |             |   |
|   | Construction Materials    |             |        |             |   |
|   | Price Comparison          |             |        |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | Construction Material     | Unit of     | Qu     | Price       |   |
|   | Description               | Measure     | antity | (Dollars)\* |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | *Item 1*:                 |             |        |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | Foreign construction      | \_\         | \_     | \_\         |   |
|   | material                  | _\_\_\_\_\_ | \_\_\_ | _\_\_\_\_\_ |   |
|   |                           |             | \_\_\_ |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | Domestic construction     | \_\         | \_     | \_\         |   |
|   | material                  | _\_\_\_\_\_ | \_\_\_ | _\_\_\_\_\_ |   |
|   |                           |             | \_\_\_ |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   |                           |             |        |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | *Item 2:*                 | \_\         | \_     | \_\         |   |
|   |                           | _\_\_\_\_\_ | \_\_\_ | _\_\_\_\_\_ |   |
|   |                           |             | \_\_\_ |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | Foreign construction      | \_\         | \_     | \_\         |   |
|   | material                  | _\_\_\_\_\_ | \_\_\_ | _\_\_\_\_\_ |   |
|   |                           |             | \_\_\_ |             |   |
+---+---------------------------+-------------+--------+-------------+---+
|   | Domestic construction     |             |        |             |   |
|   | material                  |             |        |             |   |
+---+---------------------------+-------------+--------+-------------+---+
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+---+---------------------------+-------------+--------+-------------+---+

# FAR 52.223-10 WASTE REDUCTION PROGRAM (AUG 2000) (M046)

> \(a\) Definition*.* As used in this clause-
>
> *\"Recycling\"* means the series of activities, including collection,
> separation, and processing, by which products or other materials are
> recovered from the solid waste stream for use in the form of raw
> materials in the manufacture of products other than fuel for producing
> heat or power by combustion.
>
> *\"Waste prevention\"* means any change in the design, manufacturing,
> purchase, or use of materials or products (including packaging) to
> reduce their amount or toxicity before they are discarded. Waste
> prevention also refers to the reuse of products or materials.
>
> *\"Waste reduction"* means preventing or decreasing the amount of
> waste being generated through waste prevention, recycling, or
> purchasing recycled and environmentally preferable products.
>
> \(b\) Consistent with the requirements of Section 701 of Executive
> Order 13101, the Contractor shall establish a program to promote
> cost-effective waste reduction in all operations and facilities
> covered by this contract. The Contractor\'s programs shall comply with
> applicable Federal, State, and local requirements, specifically
> including Section 6002 of the Resource Conservation and Recovery Act
> (42 U.S.C. 6962, et seq.) and implementing regulations (40 CFR part
> 247).

# DEAR 970.5217-1 WORK FOR OTHERS PROGRAM (NON-DOE FUNDED WORK) (JAN 2005) (Added M107)

> \(a\) Authority to Perform Work for Others. Pursuant to the Economy
> Act of 1932, as amended (31 U.S.C. 1535), and the Atomic Energy Act of
> 1954, as amended (42 U.S.C. 2011 *et seq.*) or other applicable
> authority, the Contractor may perform work for non-DOE entities
> (sponsors) on a fully reimbursable basis in accordance with this
> clause.
>
> \(b\) Contractor\'s Implementation. The Contractor must draft,
> implement, and maintain formal policies, practices, and procedures in
> accordance with this clause, which must be submitted to the
> Contracting Officer for review and approval.
>
> \(c\) Conditions of Participation in Work for Others Program. The
> Contractor:
>
> \(1\) Must not perform Work for Others activities that would place it
> in direct competition with the domestic private sector;
>
> \(2\) Must not respond to a request for proposals or any other
> solicitation from another Federal agency or non-Federal organization
> that involves direct comparative competition, either as an offeror,
> team member, or subcontractor to an offeror; however, the Contractor
> may, following notification to the Contracting Officer, respond to
> Broad Agency Announcements, Financial Assistance solicitations, and
> similar solicitations from another Federal Agency or non-Federal
> organizations when the selection is based on merit or peer review, the
> work involves basic or applied research to further advance scientific
> knowledge or understanding, and a response does not result in direct,
> comparative competition;
>
> \(3\) Must not commence work on any Work for Others activity until a
> Work for Others proposal package has been approved by the DOE
> Contracting Officer or designated representative;
>
> \(4\) Must not incur project costs until receipt of DOE notification
> that a budgetary resource is available for the project, except as
> provided in 48 CFR 970.5232-6;
>
> \(5\) Must ensure that all costs associated with the performance of
> the work, including specifically all DOE direct costs and applicable
> surcharges, are included in any Work for Others proposal;
>
> \(6\) Must maintain records for the accumulation of costs and the
> billing of such work to ensure that DOE\'s appropriated funds are not
> used in support of Work for Others activities and to provide an
> accounting of the expenditures to DOE and the sponsor upon request;
>
> \(7\) Must perform all Work for Others projects in accordance with the
> standards, policies, and procedures that apply to performance under
> this contract, including but not limited to environmental, safety and
> health, security, safeguards and classification procedures, and human
> and animal research regulations;
>
> \(8\) May subcontract portion(s) of a Work for Others project;
> however, the Contractor must select the subcontractor and the work to
> be subcontracted. Any subcontracted work must be in direct support of
> the DOE contractor\'s performance as defined in the DOE approved work
> for others proposal package; and,
>
> \(9\) Must maintain a summary listing of project information for each
> active Work for Others project, consisting of:
>
> \(i\) Sponsoring agency;
>
> \(ii\) Total estimated costs;
>
> \(iii\) Project title and description;
>
> \(iv\) Project point of contact; and,
>
> \(v\) Estimated start and completion dates.
>
> \(d\) Negotiation and Execution of Work for Others Agreement.
>
> \(1\) When delegated authority by the Contracting Officer, the
> Contractor may negotiate the terms and conditions that will govern the
> performance of a specific Work for Others project. Such terms and
> conditions must be consistent with the terms, conditions, and
> requirements of the Contractor\'s contract with DOE. The Contractor
> may use DOE-approved contract terms and conditions as delineated in
> DOE Manual 481.1-1A or terms and conditions previously approved by the
> responsible Contracting Officer or authorized designee for agreements
> with non-Federal entities. The Contractor must not hold itself out as
> representing DOE when negotiating the proposed Work for Others
> agreement.
>
> \(2\) The Contractor must submit all Work for Others agreements to the
> DOE Contracting Officer for DOE review and approval. The Contractor
> may not execute any proposed agreement until it has received notice of
> DOE approval.
>
> \(e\) Preparation of Project Proposals. When the Contractor proposes
> to perform Work for Others activities pursuant to this clause, it may
> assist the project sponsor in the preparation of project proposal
> packages including the preparation of cost estimates.
>
> \(f\) Work for Others Appraisals. DOE may conduct periodic appraisals
> of the Contractor\'s compliance with its Work for Others Program
> policies, practices and procedures. The Contractor must provide
> facilities and other support in conjunction with such appraisals as
> directed by the Contracting Officer or authorized designee.
>
> \(g\) Annual Work for Others Report. The Contractor must provide
> assistance as required by the Contracting Officer or authorized
> designee in the preparation of a DOE Annual Summary Report of Work for
> Others Activities under the contract.