PAGE 2 OF 48

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL ITEMS(CONTINUED)
19.
ITEM NO.

20.
SCHEDULE OF SUPPLIES/ SERVICES

21.
QUANTITY

22.
UNIT

23.
UNIT PRICE

24.
AMOUNT

SEE SCHEDULE

32a. QUANTITY IN COLUMN 21 HAS BEEN
RECEIVEDINSPECTEDACCEPTED, AND CONFORMS TO THE CONTRACT, EXCEPT AS NOTED: ______________________________________________________

32b. SIGNATURE OF AUTHORIZED GOVERNMENT

32c. DATE

32d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENTREPRESENTATIVE

REPRESENTATIVE

32f . TELEPHONE NUMBER OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

32g. E-MAIL OF AUTHORIZED GOVERNMENT REPRESENTATIVE

33. SHIP NUMBER
PARTIAL

34. VOUCHER NUMBER

35. AMOUNT VERIFIEDCORRECT FOR

37. CHECK NUMBERCOMPLETE

FINAL

38. S/R ACCOUNT NUMBER

36. PAY MENT

39. S/R VOUCHER NUMBER

PARTIALFINAL

40. PAID BY

41a. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAY MENT 42a. RECEIVED BY (Print)
41c. DATE
41b. SIGNATURE AND TITLE OF CERTIFY ING OFFICER
42b. RECEIVED AT (Location)
42c. DATE REC'D (YY/MM/DD)

AUTHORIZED FOR LOCAL REPRODUCTIONPREVIOUS EDITION IS NOT USABLE

42d. TOTAL CONTAINERS

STANDARD FORM 1449 (REV. 2/2012) BACKW911QY21C0031
Page 3 of 48
Section SF 1449 - CONTINUATION SHEETITEM NO
0001

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE
1,696,629
Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store and distribute 1,696,629 treatment courses ofthe oral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs(Exhibit A) on this contract.

AMOUNT$1,207,999,848.00

A unit is defined as one full treatment course.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMTITEM NO
000101

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICE$1,207,999,848.00

AMOUNT$0.00

ACRN AA @ $618,999,984.00
FFP
PURCHASE REQUEST NUMBER: 0011648600

NET AMT
ACRN AA
CIN: GFEBS001164860000001$0.00$618,999,984.00

W911QY21C0031
Page 4 of 48
ITEM NO
000102

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

ACRN AB @ $588,999,864.00
FFP
PURCHASE REQUEST NUMBER: 0011648600

NET AMT
ACRN AB
CIN: GFEBS001164860000002

ITEM NO
0002

SUPPLIES/SERVICESQUANTITY
1$0.00$588,999,864.00

UNIT
Job

UNIT PRICE

Technical Data
FFP
The contractor shall deliver Technical Data IAW Contract Data Requirements List
(CDRL) IAW deliverables, Exhibit A.
FOB: Destination
MFR PART NR: N/A
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMTAMOUNT
NSPW911QY21C0031
Page 5 of 48
ITEM NO
1001
OPTION

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE(b) (4)Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store, and distribute (b) (4) treatment courses of theoral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs (ExhibitA) on this contract.

AMOUNT(b) (4)

A unit is defined as one full treatment course.
If exercised, the option shall be awarded no later than(b) (4)

The government shall provide 15 days notification to exercise the option.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMT$(b) (4)

W911QY21C0031
Page 6 of 48
ITEM NO2001
OPTION

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE(b) (4)Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store, and distribute (b) (4) treatment courses of theoral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs (ExhibitA) on this contract.

AMOUNT(b) (4)

A unit is defined as one full treatment course.
If exercised, the option shall be awarded no later than.

(b) (4)

The government shall provide 15 days notification to exercise the option.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMTITEM NO
3001
OPTION

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE(b) (4)Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store, and distribute (b) (4) treatment courses of theoral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs (ExhibitA) on this contract.

(b) (4)AMOUNT(b) (4)

A unit is defined as one full treatment course.
If exercised, the option shall be awarded no later than(b) (4).

The government shall provide 15 days notification to exercise the option.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMT(b) (4)

W911QY21C0031
Page 7 of 48

ITEM NO
4001
OPTION

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE(b) (4)Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store, and distribute (b) (4) treatment courses of theoral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs (ExhibitA) on this contract.

AMOUNT(b) (4)

A unit is defined as one full treatment course.
If exercised, the option shall be awarded no later than(b) (4)

The government shall provide 15 days notification to exercise the option.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMT(b) (4)

W911QY21C0031
Page 8 of 48
ITEM NO
5001
OPTION

SUPPLIES/SERVICESQUANTITY
UNIT
UNIT PRICE(b) (4)Each$712.00
Oral Antiviral MK-4482 (molnupiravir)
FFP
The contractor shall produce, store, and distribute (b) (4) treatment courses of theoral antiviral, MK-4482 IAW the Statement of Work (SOW) and CDRLs (ExhibitA) on this contract.

AMOUNT(b) (4)

A unit is defined as one full treatment course.
If exercised, the option shall be awarded no later than(b) (4).

The government shall provide 15 days notification to exercise the option.
FOB: Origin (Shipping Point)
PROJECT: COVID-19 CAG
PSC CD: 6505

NET AMT(b) (4)

STATEMENT OF WORKADDENDUM: The following pages hereby supplements FAR 52.212-4
Statement of WorkC.1

EXECUTIVE SUMMARY (Scope of Project):
Manufacturing shall occur using cGMP manufacturing processes for drug product manufacturing, pack and(b) (4)label. The specific objective is the acquisition of 1,696,629 treatment courses () for a targeted US population for delivery twelve weeks post
Emergency Use Authorization (EUA) with the option to acquire additional treatment courses in (b) (4)unit increments up to an additional (b) (4) . The contractor shall also provide storage and distribution.
The product to be produced and delivered includes the antiviral therapeutic, molnupiravir. Purchase iscontingent upon U.S. Food and Drug Administration (FDA) issuance of an EUA or approval of an NDA for
use of the drug to treat COVID-19 consistent with the following Target Product Profile:
Indication
Dosing Regimen
Route
Efficacy

SafetyStability

Treatment of COVID-19 in non-hospitalized adult patients with mild or moderatediseaseQ12H for 5 days
Oral
Statistically significant superiority of molnupiravir compared to placebo assessed by
the percentage of participants who are hospitalized and/or die through Day 29.
Ongoing phase 3 trial in outpatients at high risk for severe COVID-19 meets its
primary endpoint and data as assessed by FDA is sufficient for an EUA
Acceptable safety profile and positive benefit/risk balance(b) (4)
Stability data to support

W911QY21C0031
Page 10 of 48(b) (4)

Task 8: Program Management Activities: The contractor shall establish the capacity in compliance with
Food and Drug Administration (FDA) current good manufacturing practices (cGMP) regulations, andBiosafety Level standards if applicable. The contractor shall be responsible for management of all activities,
including but not limited to, subcontractors to meet the goals of the contract, including holding routine
meetings with USG, and completion of meeting minutes. On a monthly basis, the contractor shall provide amonthly report (A007) that includes capacity availability and utilization, as well as any issues that affect theoperational availability of the reserved capacity.
The contractor shall provide minutes and reports in accordance with the following deliverables and theContract Data Requirements List (CDRL), Section J, Exhibit A.
Post Award Teleconference. The contractor shall complete an initial teleconference after contract award inaccordance with CDRL A001. The goal of this teleconference is to outline activities for the next 30 days anddiscuss agenda items for the post-award Kickoff Meeting (CDRL A002).
Kickoff Meeting. The Contractor shall complete a Kickoff meeting after contract award in accordance with
CDRL A002. This will occur within a month of contract award, pending concurrence by the contracting
officer.
Every 2 weeks Teleconference. The Contractor shall participate in teleconferences every 2 weeks, with
BARDA to discuss the performance on the contract in accordance with CDRL A003. Meeting frequency canbe increased or decreased with agreement between both parties as needed during the course of the Project.
Quarterly Meetings. At the discretion of the government the Contractor shall hold recurring
teleconferences in accordance with CDRL A004.
FDA Meeting Minutes. Contractor shall notify BARDA 24 hours of the receiving notification from the
FDA that a meeting date for the Type A, B or C meeting has been granted OR within 24 hours of meeting
occurrence for ad hoc meetings in accordance with CDRL A005 The Contractor shall forward FDA-issued
preliminary comments and final minutes of any meeting with the FDA to BARDA.
Daily check in with project staff for COVID-19 Contract. Contractor shall participate in a daily check-in
update if necessary with the Project Managers and additional project staff as needed (via teleconference oremail) in accordance with CDRL A006. Potential triggers for the check-in include but are not limited toregulatory status changes, manufacturing and or/distribution problems that will affect delivery,

W911QY21C0031
Page 11 of 48
Monthly Progress Reports. A consolidated submission of all slides and data presented at the biweekly
telecons will serve as the monthly report in accordance with CDRL A007. The report only consists of asummary of quantity of product delivered, when and location of the delivery.
Draft and Final Technical Progress Report. A draft Final Technical Progress Report containing asummation of the work performed over the entire Contract. This report shall be in sufficient detail to fully
describe the progress achieved under all milestones. Report should contain a timeline of originally plannedand baselined activities and milestones overlaid with actual progress attained during the Contract.
Descriptions and rationale for activities and milestones that were not completed as planned should bewith CDRL A008. The final reportprovided. The draft report shall beshould be submitted in accordance with CDRL A009. This report should be a comprehensive summary ofthe quantity of product delivered, when it was delivered and where.
Product Development Source Material and Manufacturing Reports. The Contractor shall submit adetailed spreadsheet regarding critical project materials that are sourced from a location other than the UnitedStates, sources, and manufacturing sites, including but not limited to: physical locations of sources of raw
and processed material by type of material; location and nature of work performed at manufacturing sites inaccordance with CDRL A010. The contract will provide manufacturing reports and manufacturing dose
only applies to material manufactured for this project, and for which the government has agreed to purchase.
Contractor Locations. The contractor shall submit detailed data regarding locations where work will be
performed under this contract, including addresses, an overall manufacturing point of contact, and work
performed per location, to include sub-contractors in accordance with CDRL A011.
Pandemic Management Plan. A pandemic facility and/or operational management plan including change
procedures from normal to pandemic operations. Contractor will prepare an operational plan to continue
operations in the event of a declared pandemic emergency in accordance with CDRL A012.
Supply Chain and Distribution Tracking. Distribution Concept of Operations. BARDA, and MCM
Manufacturers play an important role in the distribution of therapeutics to the American people under anationwide response. BARDA will work with the manufacturer to monitor what is in the manufacturing
pipeline using a dose tracking templates. Contractor will relay final drug product information as it is being
released to the BARDA/ASPR for allocation and ordering by state public health departments. This
information will be returned to BARDA, the contractor and distributor. Distributors will use that information
to ship therapeutics in bulk to sites of administration/end user. This will be done in accordance with CDRL
A013.
Distribution Planproduct to point of care facilities, necessary to meet th
nistration. The plan shallcomply with applicable provisions of the Drug Supply Chain Security Act (DSCSA), Sections 581-585 of PL
response. This will be done in accordance with CDRL A014.
Distribution Memorandum of Understanding. This document is an understanding between ASPR, Merck,and the distributors to set forth the terms for each party to work together in accordance with CDRL A015.
Manufacturing Development Plan. This plan shall describe the manufacturing process for the drug/biologic
product to ensure conformity with §501(a)(2)(B) of the Food, Drug, and Cosmetics Act (FD&C Act, Title 21
United States Code (USC) §351 (a)(2)(B)), regarding good manufacturing practices (GMP)), but is not
limited to planned or completed drug substance studies; list of excipients and information to support thesafety of excipients that, when appropriate, shall be cross-referenced; drug product and formulation
development summary from initial concept through final design; physicochemical and biological properties;
manufacturing process development and validation program documents; container closure system documents

W911QY21C0031
Page 12 of 48[description, choice, rationale]; microbiological attributes documents and plans; compatibility documents(e.g., precipitation); assay development and validation, stability plan; and any associated risks. This will bedone in accordance with CDRL A016.
Quality Management Plan. Plan may include, but is not limited to the manufacturing quality policy andobjectives, management review, competencies and training, process document control, feedback, evaluation,corrective action and preventive action, process improvement, measurement, and data analysis processes.
The framework is normally divided into infrastructure, senior management responsibility, resource
management, lifecycle management, and quality management system evaluation. This will done inaccordance with CDRL A017.
Quality Agreement. Agreement will determine the conditions of acceptance by the USG of the purchased
product. No product will be accepted by the USG until a quality agreement is in place in accordance with
CDRL A018.
Release documentation for doses to be delivered. In accordance with CDRL A019 contractor will deliver
Certificate of Analysis and Certificate of Compliance at least 14 days prior to delivery.
Security Plan. In accordance with CDRL A020 the contractor will deliver a security plan within 60 days ofaward.
Supply Chain Resiliency Plan. In accordance with CDRL A021 the contractor will deliver a supply chain
resiliency plan within 60 days of award.
Manufacturing Data Requirements. In accordance with CDRL A022 the contractor will deliver
manufacturing data requirements within 30 days of award.
BARDA Audit. Contractor shall accommodate for cause visits by BARDA. If BARDA, the Contractor, orother parties identifies any issues during an audit, the Contractor shall capture the issues, identify potential
solutions, and provide a report to BARDA in accordance with CDRL A023.
FDA Inspections. In the event of an FDA inspection that occurs in relation to this contract and for the
product, or for any other FDA inspection that has the reasonable potential to impact the performance of thiscontract, the Contractor shall provide the USG with an exact copy (non-redacted) of the FDA Form 483 andthe Establishment Inspection Report (EIR). The Contractor shall provide the COR and KO with copies of theplan for addressing areas of nonconformance to FDA regulations for GLP, GMP, or GCP guidelines as
identified in the audit report, status updates during the plans execution and a copy of all final responses to the
FDA. The Contractor shall also provide copies of any FDA audits received from subcontractors that occur asa result of this contract or for this product in accordance with CDRL A024.
QA Audits. BARDA reserves the right to participate in QA audits performed by the Contractor. Uponcompletion of the audit/site visit the Contractor shall provide a report capturing the findings, results and next
steps in proceeding with the subcontractor. If action is requested of the subcontractor, detailed concerns foraddressing areas of nonconformance to FDA regulations for GMP, guidelines, as identified in the audit
report, must be provided to BARDA. The Contractor shall provide responses from the subcontractors toaddress these concerns and plans for corrective action in accordance with CDRL A025.
Integrated Master Schedule. The contractor shall provide an IMS that illustrates project tasks,
dependencies, durations throughout the period of performance, and milestones (GO/NO-GO) in accordancewith CDRL A026. The IMS must map to the WBS, and provide baseline, and actual or forecast dates forcompletion of tasks. The IMS may be limited to those tasks associated with delivery of the product and otherdeliverables identified in the Statement of Work.
Deviation Notification and Mitigation Strategy. Contractor shall provide a process for changing IMS
activities associated with cost and schedule as baselined in accordance with CDRL A027. Contractor shallW911QY21C0031
Page 13 of 48
notify BARDA of significant proposed changes the IMS defined as or schedule slippage of more than 30days, which would require a PoP extension. Contractor shall provide a high level management strategy forrisk mitigation
Incident Report. Contractor shall communicate to BARDA and document all critical programmaticconcerns, issues, or probable risks that have or are likely to significantly impact project schedule ind as a 10% or greater schedule varianceaccordance with CDRL A
within a control account, but should be confirmed in consultation with the COR. Incidents that present
liability to the project even without schedule impact, must also be reported.
FDA Correspondence and Submissions. The Contractor shall provide BARDA with all material regulatory
documentation submitted to the FDA and related responses received from the FDA. This will be done inaccordance with CDRL A029.
Provision of Public Law 115-92 Sponsor Authorization Letter. The Contractor shall submit Public Law
format that will be delivered to the designated OWS
POC(s). This will be done in accordance with CDRL A030.
Press Releases. Contractor agrees to accurately and factually represent the work conducted under thiscontract in all press releases in accordance with CDRL A031.
Educational Materials. Contractor will develop learning material to assist in administration and increase
appropriate uptake of their drug to the public including but not limited to pamphlets, infomercials, websites,
etc., subject to FDA guidance, regulation, and/or review in accordance with CDRL A032.
C.3

SECURITY

The contractor shall comply with all Operation Warp Speed Security requirements in Section J Attachment
0001, Security Requirements.

INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
CLIN
0001
000101000102
0002
1001
2001
3001
4001
5001

INSPECT AT
OriginN/A
N/A
Destination
OriginOriginOriginOriginOriginTERMS FOR INSPECTION/ACCEPTANCINSPECT BY
Government
N/A
N/A
Government
Government
Government
Government
Government
Government

ACCEPT AT
OriginN/A
N/A
Destination
OriginOriginOriginOriginOriginACCEPT BY
Government
N/A
N/A
Government
Government
Government
Government
Government
Government

W911QY21C0031
Page 15 of 48
2001

POP 28-FEB-2022 TO
15-OCT-2022

N/A

N/A
FOB: Origin (Shipping Point)

3001

POP 31-MAR-2022 TO
15-NOV-2022

N/A

N/A
FOB: Origin (Shipping Point)

4001

POP 30-APR-2022 TO
15-DEC-2022

N/A

N/A
FOB: Origin (Shipping Point)

5001

POP 31-MAY-2022 TO
15-JAN-2023

N/A

N/A
FOB: Origin (Shipping Point)

CONTRACT ADMINISTRATIONGOVERNMENT CONTRACT ADMINISTRATION
In no event shall any understanding or agreement, contract modification, change order, or other matter in deviationfrom the terms of this contract between the Contractor and a person other than the Contracting Officer be effective
or binding upon the Government. All such actions must be formalized by a proper contractual document executed by
the Contracting Officer.
G.1

Procuring Contracting Officer:(b) (6)ACC Joint COVID-19 Response Division
Contract Specialist:(b) (6)ACC Joint COVID-19 Response Division

G.2

GOVERNMENT TECHNICAL POINT OF CONTACT(b) (6)200 C Street, SW
Washington, DC 20024(b) (6)Merck & Co., Inc
351 N. Sumneytown Pike
North Wales, PA 19454
G.4

PLACES OF PERFORMANCE
Merck Sharp & Dohme Corporation
2000 Galloping Hill Rd
Kenilworth, New Jersey, 07033-1310.

G.5

NOTIFICATION OF REVISIONS AND CHANGE

W911QY21C0031
Page 16 of 48
Notification of revision or changes to names or email addresses will be provided by official correspondence from the
PCO or office of the PCO in lieu of a contract modification. This does not apply to any such revisions orchanges in the event this contract includes a key personnel clause.

ACCOUNTING AND APPROPRIATION DATA
AA: 0212021202220400000665654255
COST CODE: A5XAHAMOUNT: $618,999,984.00

S.0074658.5.38.1

6100.9000021001

AB: 0212021202220400000665654255
COST CODE: A5XAHAMOUNT: $588,999,864.00

S.0074658.5.38

6100.9000021001

ACRN

CLIN/SLINCINAMOUNTAA
AB

000101000102

GFEBS001164860000001
GFEBS001164860000002(b) (4)(b) (4)

CLAUSES INCORPORATED BY FULL TEXT
252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)a six position code that uniquely identifies a unit,
activity, or organization.
WorkFlow (WAWF).
e office responsible for payment certification when payment certification isdone external to the entitlement system.
232-7003, Electronic Submission ofPayment Requests and Receiving Reports.
(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests
and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.2327003, Electronic Submission of Payment Requests and Receiving Reports.
(c) WAWF access. To access WA(1) Have a designated electronic business point of contact in the System for Award Management at
https://www.sam.gov; and(2) Be registered to use WAWF at https://wawf.eb mil/ following the step-by-step procedures for self-registration
available at this web site.

W911QY21C0031
Page 18 of 48(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.
(g) WAWF point of contact.

WAWF point of contact.
(b) (6)(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.
(End of clause)

FOR REFERANCE:DFARS PGI 204.7108 Payment Instructions Table
https://www.acq.osd.mil/dpap/dars/pgi/pgi htm/current/PGI204 71.htm#payment instructions

SPECIAL CONTRACT REQUIREMENTS
H.1 Disclosure of Information:
Performance under this contract may require the Contractor to access non-public data and information proprietary toa Government agency, another Government Contractor or of such nature that its dissemination or use other than as
specified in the work statement would be adverse to the interests of the Government or others. Neither theContractor, nor Contractor personnel, shall divulge nor release data nor information relating to product delivery
timing or sites that is developed or obtained under performance of this contract, except authorized by Government
personnel or upon written approval of the KO which the KO will provide in accordance with OWS or other
Government policies and/or guidance. The Contractor shall not use, disclose, or reproduce proprietary data thatbears a restrictive legend, other than as specified in this contract, or any information at all regarding this agency. The
Contractor shall comply with all applicable Government requirements for protection of non-public Government or
third-party information. Unauthorized disclosure of nonp
Unauthorized disclosure may result in termination of the contract, replacement of a Contractor employee, or otherappropriate redress.
concerning the delivery timing or sites, which could result in, or increase the likelihood of, the possibility of aof its operations. No information related to data obtained
under this contract relating to delivery timing or sites shall be released or publicized without the prior writtenconsent of the COR, whose approval shall not be unreasonably withheld, conditioned, or delayed, provided that nosuch consent is required to comply with any law, rule, regulation, court ruling or similar order; for submission to any
securities may be listed for trading; or to third parties relating to securing, seeking, establishing or maintaining
regulatory or other legal approvals or compliance, financing and capital raising activities, or mergers, acquisitions,or other business transactions. The exceptions identified in this paragraph apply to all disclosures under this Section
H.3 except to the extent that a disclosure is otherwise prohibited by law.
H.2 Publication and Publicity
The contractor shall not release any press releases, or any other publications, to the extent addressing delivery of
product under this contract without written notice in advance to the Government.

W911QY21C0031
Page 19 of 48(a) Unless otherwise specified in this contract, the contractor may publish the results of its work under this contract.
The contractor shall promptly send a copy of each submission addressing delivery timing or sites to the COR for
security review prior to submission. The contractor shall also inform the COR when the abstract article or otherpublication is published, and furnish a copy of it as finally published.
(b) Unless authorized in writing by the KO, the contractor shall not display the DoD logo including Operating
Division or Staff Division logos on any publications.
(c) The contractor shall not reference the products(s) or services(s) awarded under this contract in commercial
advertising, as defined in FAR 31.205-1, in any manner which states or implies DoD approval or endorsement of the
product(s) or service(s) provided.
(d) The contractor shall include this clause, including this section (d) in all subcontracts where the subcontractor
may propose publishing the results of its work under the subcontract. The contractor shall acknowledge the supportof the Department of Health and Human Services, Office of the Assistant Secretary for Preparedness and Response,
Biomedical Advanced Research and Development Authority whenever publicizing the work under this contract inany media by including an acknowledgement substantially as follows:"This project has been funded in whole or in part with Federal funds from the Office of the Assistant Secretary for
Preparedness and Response, Biomedical Advanced Research and Development Authority, under Contract Number
H.3 Confidentiality of Information
1. Confidential information, as used in this article, means non-public information or data of a personal nature about
an individual, or proprietary information or data submitted by or pertaining to an institution or organization.
2. The Contracting Officer and the Contractor may, by mutual consent, identify elsewhere in this contract specificinformation and/or categories of information which the Government will furnish to the Contractor or that theContractor is expected to generate which is confidential. Similarly, the Contracting Officer and the Contractor may,by mutual consent, identify such confidential information from time to time during the performance of the contract.
Failure to agree will be settled pursuant to the "Disputes" clause.
3. If it is established elsewhere in this contract that information to be utilized under this contract, or a portion
thereof, is subject to the Privacy Act, the Contractor will follow the rules and procedures of disclosure set forth in
the Privacy Act of 1974, 5 U.S.C. 552a, and implementing regulations and policies, with respect to systems ofrecords determined to be subject to the Privacy Act.
4. Confidential information, as defined in paragraph (a) of this article, shall not be disclosed without the priorwritten consent of the individual, institution, or organization.
5. Whenever the Contractor is uncertain with regard to the proper handling of material under the contract, or if thematerial in question is subject to the Privacy Act or is confidential information subject to the provisions of thisarticle, the Contractor shall obtain a written determination from the Contracting Officer prior to any release,
disclosure, dissemination, or publication.
6. Contracting Officer Determinations will reflect the result of internal coordination with appropriate program andlegal officials.
7. The provisions of paragraph (d) of this article shall not apply to conflicting or overlapping provisions in other
Federal, State or local laws.
ALL REQUIREMENTS OF THIS SECTION MUST BE PASSED TO ALL SUB-CONTRACTOR.
H.4 Regulatory Rights

W911QY21C0031
Page 20 of 48
This contract involves supply of a product that requires FDA pre-market approval or clearance before commercial
authorization. Contractor is seeking FDA authorization or clearance for the commercialization of MK-4482, Merck
Application (an investigational new drug application (IND), investigational device exemption (IDE), emergency use
authorization (EUA), new drug application (NDA), biologics license application (BLA), premarket approval
application (PMA), or 510(k) pre-market notification filing (510(k)) or another regulatory filing submitted to FDA)
are defined or used in at 21 CFR §§3.2(c), 312.5, 600.3(t), 812.2(b), 812 Subpart C, or 814.20), the Contractor has
certain standing before the FDA that entitles it to exclusive communications related to the Regulatory Application.
Accordingly, the Contractor and the Government agree to the following:(a) DoD Medical Product Priority. PL 115-92 allows the DoD to request, and FDA to provide, assistance
to expedite development of products to diagnose, treat, or prevent serious or life-threatening diseases orconditions facing American military personnel. The contractor recognizes that only the DoD can utilize
PL 115-92. As such, the contractor will work proactively with the Government to leverage this law to its
maximum potential under this contract. The contractor shall submit Public Law 115-92 Sponsor
Authorization Letter that will be delivered to the designated OWS POC(s) within 30 days of award basedon the template provided by the contractor before award.
(b) Rights of Reference. The U.S. Government will be granted a right of reference as that term is definedin 21 C.F.R. § 314.3(b) (or any successor rule) to any Regulatory Application submitted in support of theTechnology, solely for use to develop medical countermeasures (MCM) to the material threats listed on
Attachment 0005. When it desires to exercise this right, the U.S. Government agrees to notify Contractor
in writing describing the request along with sufficient details for Contractor to evaluate the request, andMerck will not unreasonably decline to generate and provide a mutually agreeable letter of cross-reference
for the U.S. Government to file with the appropriate FDA office. The parties agree that it will not be
unreasonable for Contractor to decline to provide the U.S. Government letter of cross-reference if
Contractor at the time of such request is conducting a program for the research and development of atherapeutic product directed to the threat for which the U.S. Government is requesting the right ofreference. The U.S. Government will also be granted a right of reference to any Regulatory Application
submitted in support of the Technology, solely for use to develop the Technology, if Merck is required toprovide the Government with access to the Technology under Section H.8. When it desires to exercise thisright, the U.S. Government agrees to notify Merck in writing describing the request along with sufficientdetails for Merck to generate a letter of cross-reference for the U.S. Government to file with theappropriate FDA office. The U.S. Government agrees that in all cases such letters of cross-reference may
contain reporting requirements to enable Merck to comply with its own pharmacovigilance reporting
obligations to the FDA and other regulatory agencies. Nothing in this paragraph alters the U.S.
H.5 Regulatory Compliance
1. The manufacturing described in the Statement of Work will comply with Current Good Manufacturing Practices(cGMP) regulations at 21 CFR 210 and 211. Production shall occur using cGMP manufacturing process, fullycompliant with 21 CFR 210 and 211, for bulk drug substance and fill and finished drug product, with a ramp-up
capacity that provides doses sufficient to meet
2. Production and distribution shall comply with applicable provisions of the Drug Supply Chain Security Act
COVID-19 public health response.
H.6 Public Readiness and Emergency Preparedness (PREP) Act:In accordance with the Public Readiness and Emergency Preparedness Ac
Division C, Section 2, as amended (codified at 42 U.S.C. § 247d-6d and 42 U.S.C. § 247d-6e), as well as theation Under the Public Readiness and Emergency Preparedness Act for MedicalW911QY21C0031
Page 21 of 48
Countermeasures Against COVID-19, 85 Fed. Reg. 15198 (Mar. 17, 2020, effective Feb. 4, 2020), and amended on(i) This Agreement is being entered into for purposes of facilitating the manufacture, testing, development,
public health emergency, in accordance with Section VI of the PREP Act Declaration;
for responding to the COVID-19 public health emergency, to the extent it is in accordance with Section III
of the PREP Act Declaration; andit is a person defined in Section V of the PREP Act
Declaration.
Therefore, in accordance with Sections IV and VII of the PREP Act Declaration as well as the PREP Act (42 U.S.C.
§ 247d-6d), the Department of Defense contracting via assisted acquisition on behalf of the HHS, expressly
acknowledges and agrees that the HHS Declaration cited above, specifically its language providing immunity fromsuit and liability is applicable to this acquisition as long as Contractors activities fall within the terms and conditionsof the PREP Act and the PREP Act Declaration.
The Government may not use, or authorize the use of, any products or materials provided under this contract, unlesssuch use occurs in the United States (or a U.S. territory where U.S. law applies such as embassies, military andNATO installations) and is protected from liability under a declaration issued under the PREP Act, or a successor
COVID-19 PREP Act Declaration of equal or greater scope. Any use where the application of the PREP Act is inquestion will be discussed with Merck prior to use and, if the parties disagree on such use, the dispute will be
The items and technology covered by this Contract are being developed for both civil and military applications.
(b) (4)

H.8 Ensuring Sufficient Supply of the Productamounts contemplated under this Agreement, the Government shall have the remedy described in this section toensure sufficient supply of the product to meet its needs. This remedy is not available to the Government unless anduntil both of the following conditions ((a) and (b)) are met:(a) Merck gives written notice, required to be submitted to the Government no later than 15 business days,of:W911QY21C0031
Page 22 of 48
i. any formal management decision to terminate manufacturing of this product therapeutic prior todelivery of any doses to USG under this contract, including all exercised options, other than as aresult of clinical failure, or serious technical or safety reasons or;ii. any formal management decision to discontinue sale of this product therapeutic to theGovernment prior to delivery of any doses to USG under this contract, including all exercised
options, other than as a result of clinical failure, or serious technical or safety reasons; oriii. any filing that anticipates Federal bankruptcy protection; and(b) Merck has submitted an Emergency Use Authorization application under §564 of the FD&C Act or a
new drug application provisions of the Food, Drug and Cosmetics Act.
2. If both conditions listed in section 1 occur, Merck, upon the request of the Government, shall provide thefollowing items necessary for the Government to pursue manufacturing of this product therapeutic with a third party
solely for the purpose of carrying out the remaining obligations under this contract:(a) a writing evidencing a non-exclusive, nontransferable, irrevocable (except for cause), royalty-free paidup license to practice or have practiced for or on behalf of the U.S. Government any Merck Background
Patent, Copyright, other Merck Intellectual Property, Merck Know-How, Merck Technical Data rights
necessary to manufacture doses of the MK-4482 therap
to sublicense under an applicable Ridgeback license, which Merck shall reasonably pursue in good faith;(b) necessary FDA regulatory filings or authorizations owned or controlled by Merck related to this producttherapeutic and any confirmatory instrument pertaining thereto; and(c) any outstanding Deliverables contemplated or materials purchased under this contract.
3. This remedy will remain available until the end of the contract.
H.9 Transportation to Final Destination
During the course of performance under this contract, the Government may require storage of the drug productbefore delivery to the final location. In these circumstances, the Government will accept FDP at the contractor
facility (Origin). The contractor; however, shall continue to be responsible for secure delivery of the therapeutic to(b) (4)its final destination as identified on this contract.
H.10 Intellectual Property Rights(b) (4)

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Page 23 of 48
H.11 Termination
The Government may terminate this contract for convenience or cause in accordance with FAR 52.212-4(l) and (m),respectively. Additionally, in the event that the FDA does not issue an EUA or approve an NDA for the use of MK(b) (4)4482 to treat COVID-19, and the Government subsequently terminates this contract for
reimbursed
H.12 (b) (4)(b) (4)

H.13 Donation of Excess ProductA. In the event the Government determines that doses of MK-4482 funded under the contract are no longer neededby the Government, the Government may donate remaining doses to any foreign nation that has an active marketing
approval in place for use of MK-4482 at the time of donation or, if no marketing approval is in place, has an active
regulatory authorization and has entered into an indemnification agreement with Merck that covers donated doses.
B. The Government shall notify Contractor prior to any planned donation to a foreign nation. Contractor agrees towork with the Government in good faith to ensure all applicable regulatory submissions, import/export permits, andother requirements for donation are completed in advance of shipment to the extent that donation is authorized underParagraph A above.
C. Merck will be responsible for shipment of MK-4482 to the receiving foreign nation; provided, however, Merck
shall have no obligation to repackage or relabel the courses already purchased by the USG for delivery to the U.S.
market and provided further that Merck shall only be responsible for shipment of the courses of MK-4482 to one
reasonable location within the receiving foreign nation, or as otherwise agreed between the Parties.
D. The parties acknowledge that Article H.6 regarding PREP Act coverage does not apply to the provision of any
doses under this paragraph to a foreign nation. The USG makes no representations as to PREP Act coverage thereto.
Contractor assumes the risk of liability for use of these products in foreign jurisdictions and any immunity orindemnity arrangements in a foreign jurisdiction are the responsibility of Contractor.
H.14 Special License Agreement(b) (4)

W911QY21C0031
Page 24 of 48(b) (4)This agreement does not alter any rights that the U.S. Government may have previously obtained under otheragreements with third parties.
Section B CLIN 0001 is full compensation to the Contractor for all of the deliverables and rights granted by thiscontract inclusive of all contract clauses.
(b) (4)H.15. Subject Inventions Not Expected
The Government acknowledges that it is not funding additional research or development of the drug product under
this contract, or CMC/process development in respect thereof. As such, neither the Contractor nor the Government
expect that conception or reduction to practice of any Subject Inventions will result from performance under thiscontract.

CLAUSES INCORPORATED BY REFERENCE
52.203-3
52.203-12
52.204-4
52.204-13
52.204-18
52.204-19
52.217-5
52.219-9 (Dev)
52.232-33
52.232-40
52.242-13
52.244-5
252.203-7000
252.203-7001
252.203-7003

Gratuities
APR 1984
Limitation On Payments To Influence Certain Federal
JUN 2020
Transactions
Printed or Copied Double-Sided on Postconsumer Fiber
MAY 2011
Content Paper
System for Award Management Maintenance
OCT 2018
Commercial and Government Entity Code Maintenance
AUG 2020
Incorporation by Reference of Representations andDEC 2014
Certifications.
Evaluation Of Options
JUL 1990
Small Business Subcontracting Plan (Deviation 2018-O0018) JUN 2020
Payment by Electronic Funds Transfer--System for Award
OCT 2018
Management
Providing Accelerated Payments to Small BusinessDEC 2013
Subcontractors
Bankruptcy
JUL 1995
Competition In Subcontracting
DEC 1996
Requirements Relating to Compensation of Former DoD
SEP 2011
Officials
Prohibition On Persons Convicted of Fraud or Other Defense- DEC 2008
Contract-Related Felonies
Agency Office of the Inspector General
AUG 2019

W911QY21C0031
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252.204-7002
252.204-7006
252.204-7012
252.204-7020
252.225-7048
252.227-7015
252.227-7030
252.227-7037
252.232-7003
252.232-7010
252.244-7000

Payment For Contract Line or Subline Items Not Separately
PricedBilling Instructions
Safeguarding Covered Defense Information and Cyber
Incident Reporting
NIST SP 800-171 DoD Assessment Requirements
Export-Controlled Items
Technical Data--Commercial Items
Technical Data--Withholding Of Payment
Validation of Restrictive Markings on Technical Data
Electronic Submission of Payment Requests and Receiving
Reports
Levies on Contract Payments
Subcontracts for Commercial Items

APR 2020
OCT 2005
DEC 2019
NOV 2020
JUN 2013
FEB 2014
MAR 2000
SEP 2016
DEC 2018
DEC 2006
OCT 2020

CLAUSES INCORPORATED BY FULL TEXT
52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEOSURVEILLANCE SERVICES OR EQUIPMENT (AUG 2020)(a) Definitions. As used in this clause-Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at
the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be
wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).
Covered foreign country means The People's Republic of China.
Covered telecommunications equipment or services means-(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any
subsidiary or affiliate of such entities);(2) For the purpose of public safety, security of Government facilities, physical security surveillance of criticalinfrastructure, and other national security purposes, video surveillance and telecommunications equipment produced
by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology
Company (or any subsidiary or affiliate of such entities);(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the
Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau
of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, thegovernment of a covered foreign country.
Critical technology means-(1) Defense articles or defense services included on the United States Munitions List set forth in the International
Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export
Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, andcontrolled--

W911QY21C0031
Page 26 of 48(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biologicalweapons proliferation, nuclear nonproliferation, or missile technology; or(ii) For reasons relating to regional stability or surreptitious listening;(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology
covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy
activities);(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating
to export and import of nuclear equipment and material);(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such
Code, or part 73 of title 42 of such Code; or(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act
of 2018 (50 U.S.C. 4817).
Interconnection arrangements means arrangements governing the physical connection of two or more networks toallow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customerof telephone provider A to a customer of telephone company B) or sharing data and other information resources.
Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about theidentity of the producer or provider of covered telecommunications equipment or services used by the entity that
excludes the need to include an internal or third-party audit.
Roaming means cellular communications services (e.g., voice, video, data) received from a visited network whenunable to connect to the facilities of the home network either because signal coverage is too weak or because traffic
is too high.
Substantial or essential component means any component necessary for the proper function or performance of apiece of equipment, system, or service.
(b) Prohibition.
(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.
115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or
extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as criticaltechnology as part of any system. The Contractor is prohibited from providing to the Government any equipment,
system, or service that uses covered telecommunications equipment or services as a substantial or essential
component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of thisclause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR
4.2104.
(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L.
115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or
extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered
telecommunications equipment or services as a substantial or essential component of any system, or as criticaltechnology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered
telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition
applies to the use of covered telecommunications equipment or services, regardless of whether that use is inperformance of work under a Federal contract.

W911QY21C0031
Page 27 of 48(c) Exceptions. This clause does not prohibit contractors from providing-(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection
arrangements; or(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user
data or packets that such equipment transmits or otherwise handles.
(d) Reporting requirement.
(1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or
essential component of any system, or as critical technology as part of any system, during contract performance, or
the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the
information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are
established procedures for reporting the information; in the case of the Department of Defense, the Contractor shallreport to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to theContracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, inthe case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in thereport provided at https://dibnet.dod.mil.
(2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause:(i) Within one business day from the date of such identification or notification: The contract number; the ordernumber(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial andGovernment Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number,manufacturer part number, or wholesaler number); item description; and any readily available information about
mitigation actions undertaken or recommended.
(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available
information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe theefforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any
additional efforts that will be incorporated to prevent future use or submission of covered telecommunications
equipment or services.
(e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding
paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition ofcommercial items.
(End of clause)

52.212-4

CONTRACT TERMS AND CONDITIONS-- COMMERCIAL ITEMS (OCT 2018)(a) Inspection/Acceptance. The Contractor shall only tender for acceptance those items that conform to therequirements of this contract. The Government reserves the right to inspect or test any supplies or services that havebeen tendered for acceptance. The Government may require repair or replacement of nonconforming supplies orreperformance of nonconforming services at no increase in contract price. If repair/replacement or reperformance
will not correct the defects or is not possible, the Government may seek an equitable price reduction or adequate
consideration for acceptance of nonconforming supplies or services. The Government must exercise its postacceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and(2) before any substantial change occurs in the condition of the item, unless the change is due to the defect in theitem.

W911QY21C0031
Page 28 of 48(b) Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of
performance of this contract to a bank, trust company, or other financing institution, including any Federal lending
agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third party makes
payment (e.g., use of the Governmentwide commercial purchase card), the Contractor may not assign its rights toreceive payment under this contract.
(c) Changes. Changes in the terms and conditions of this contract may be made only by written agreement of theparties.
(d) Disputes. This contract is subject to 41 U.S.C. chapter 71, Contract Disputes'', as amended (41 U.S.C. 601-613).
Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal or
action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR
52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently withperformance of this contract, pending final resolution of any dispute arising under the contract.
(e) Definitions. The clause at FAR 52.202-1, Definitions, is incorporated herein by reference.
(f) Excusable delays. The Contractor shall be liable for default unless nonperformance is caused by an occurrence
beyond the reasonable control of the Contractor and without its fault or negligence such as, acts of God or the public
enemy, acts of the Government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common carriers. The Contractor shall notify theContracting Officer in writing as soon as it is reasonably possible after the commencement or any excusable delay,
setting forth the full particulars in connection therewith, shall remedy such occurrence with all reasonable dispatch
and shall promptly give written notice to the Contracting Officer of the cessation of such occurrence.
(g) Invoice.
(1) The Contractor shall submit an original invoice and three copies (or electronic invoice, if authorized) to theaddress designated in the contract to receive invoices. An invoice must include-(i) Name and address of the Contractor;(ii) Invoice date and number;(iii) Contract number, line item number and, if applicable, the order number;(iv) Description, quantity, unit of measure, unit price and extended price of the items delivered;(v) Shipping number and date of shipment, including the bill of lading number and weight of shipment if shipped on
Government bill of lading;(vi) Terms of any discount for prompt payment offered;(vii) Name and address of official to whom payment is to be sent;(viii) Name, title, and phone number of person to notify in event of defective invoice; and(ix) Taxpayer Identification Number (TIN). The Contractor shall include its TIN on the invoice only if requiredelsewhere in this contract.
(x) Electronic funds transfer (EFT) banking information.
(A) The Contractor shall include EFT banking information on the invoice only if required elsewhere in this contract.

W911QY21C0031
Page 29 of 48(B) If EFT banking information is not required to be on the invoice, in order for the invoice to be a proper invoice,
the Contractor shall have submitted correct EFT banking information in accordance with the applicable solicitation
provision, contract clause (e.g., 52.232-33, Payment by Electronic Funds Tr
Management, or 52.232-34, Payment by Electronic
Funds Transfer--Other Than System for Award Management), or applicable agency procedures.
(C) EFT banking information is not required if the Government waived the requirement to pay by EFT.
(2) Invoices will be handled in accordance with the Prompt Payment Act (31 U.S.C. 3903) and Office ofManagement and Budget (OMB) prompt payment regulations at 5 CFR part 1315.
(h) Patent indemnity. The Contractor shall indemnify the Government and its officers, employees and agents against
liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any
United States or foreign patent, trademark or copyright, arising out of the performance of this contract, provided theContractor is reasonably notified of such claims and proceedings.
(i) Payment.-(1) Items accepted. Payment shall be made for items accepted by the Government that have been delivered to thedelivery destinations set forth in this contract.
(2) Prompt payment. The Government will make payment in accordance with the Prompt Payment Act (31 U.S.C.
3903) and prompt payment regulations at 5 CFR part 1315.
(3) Electronic Funds Transfer (EFT). If the Government makes payment by EFT, see 52.212-5(b) for the appropriate
EFT clause.
(4) Discount. In connection with any discount offered for early payment, time shall be computed from the date of theinvoice. For the purpose of computing the discount earned, payment shall be considered to have been made on thedate which appears on the payment check or the specified payment date if an electronic funds transfer payment ismade.
(5) Overpayments. If the Contractor becomes aware of a duplicate contract financing or invoice payment or that theGovernment has otherwise overpaid on a contract financing or invoice payment, the Contractor shall-(i) Remit the overpayment amount to the payment office cited in the contract along with a description of theoverpayment including the-(A) Circumstances of the overpayment (e.g., duplicate payment, erroneous payment, liquidation errors, date(s) of
overpayment);(B) Affected contract number and delivery order number, if applicable;(C) Affected line item or subline item, if applicable; and(D) Contractor point of contact.
(ii) Provide a copy of the remittance and supporting documentation to the Contracting Officer.
(6) Interest.
(i) All amounts that become payable by the Contractor to the Government under this contract shall bear simple
interest from the date due until paid unless paid within 30 days of becoming due. The interest rate shall be theinterest rate established by the Secretary of the Treasury as provided in 41 U.S.C.

W911QY21C0031
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7109, which is applicable to the period in which the amount becomes due, as provided in (i)(6)(v) of this clause,and then at the rate applicable for each six-month period as fixed by the Secretary until the amount is paid.
(ii) The Government may issue a demand for payment to the Contractor upon finding a debt is due under thecontract.
(iii) Final decisions. The Contracting Officer will issue a final decision as required by 33.211 if-(A) The Contracting Officer and the Contractor are unable to reach agreement on the existence or amount of a debt
within 30 days;(B) The Contractor fails to liquidate a debt previously demanded by the Contracting Officer within the timeline
specified in the demand for payment unless the amounts were not repaid because the Contractor has requested an
installment payment agreement; or(C) The Contractor requests a deferment of collection on a debt previously demanded by the Contracting Officer(see 32.607-2).
(iv) If a demand for payment was previously issued for the debt, the demand for payment included in the final
decision shall identify the same due date as the original demand for payment.
(v) Amounts shall be due at the earliest of the following dates:(A) The date fixed under this contract.
(B) The date of the first written demand for payment, including any demand for payment resulting from a default
termination.
(vi) The interest charge shall be computed for the actual number of calendar days involved beginning on the due
date and ending on-(A) The date on which the designated office receives payment from the Contractor;(B) The date of issuance of a Government check to the Contractor from which an amount otherwise payable has
been withheld as a credit against the contract debt; or(C) The date on which an amount withheld and applied to the contract debt would otherwise have become payable to
the Contractor.
(vii) The interest charge made under this clause may be reduced under the procedures prescribed in 32.608-2 of theFederal Acquisition Regulation in effect on the date of this contract.
(j) Risk of loss. Unless the contract specifically provides otherwise, risk of loss or damage to the supplies provided
under this contract shall remain with the Contractor until, and shall pass to the Government upon:(1) Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or(2) Delivery of the supplies to the Government at the destination specified in the contract, if transportation is f.o.b.
destination.
(k) Taxes. The contract price includes all applicable Federal, State, and local taxes and duties.
(l) Termination for the Government's convenience. The Government reserves the right to terminate this contract, or
any part hereof, for its sole convenience. In the event of such termination, the Contractor shall immediately stop all
work hereunder and shall immediately cause any and all of its suppliers and subcontractors to cease work. Subject toW911QY21C0031
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the terms of this contract, the Contractor shall be paid a percentage of the contract price reflecting the percentage of
the work performed prior to the notice of termination, plus reasonable charges the Contractor can demonstrate to thesatisfaction of the Government using its standard record keeping system, have resulted from the termination. The
Contractor shall not be required to comply with the cost accounting standards or contract cost principles for thispurpose. This paragraph does not give the Government any right to audit the Contractor's records. The Contractor
shall not be paid for any work performed or costs incurred which reasonably could have been avoided.
(m) Termination for cause. The Government may terminate this contract, or any part hereof, for cause in the event ofany default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails toprovide the Government, upon request, with adequate assurances of future performance. In the event of termination
for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted,
and the Contractor shall be liable to the Government for any and all rights and remedies provided by law. If it isdetermined that the Government improperly terminated this contract for default, such termination shall be deemed atermination for convenience.
(n) Title. Unless specified elsewhere in this contract, title to items furnished under this contract shall pass to theGovernment upon acceptance, regardless of when or where the Government takes physical possession.
(o) Warranty. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for
use for the particular purpose described in this contract.
(p) Limitation of liability. Except as otherwise provided by an express warranty, the Contractor will not be liable to
the Government for consequential damages resulting from any defect or deficiencies in accepted items.
(q) Other compliances. The Contractor shall comply with all applicable Federal, State and local laws, executive
orders, rules and regulations applicable to its performance under this contract.
(r) Compliance with laws unique to Government contracts. The Contractor agrees to comply with 31 U.S.C. 1352
relating to limitations on the use of appropriated funds to influence certain Federal contracts; 18 U.S.C. 431 relating
to officials not to benefit; 40 U.S.C. chapter 37, Contract Work Hours and Safety Standards; 41 U.S.C.
chapter 87, Kickbacks; 41 U.S.C. 4712 and 10 U.S.C. 2409 relating to whistleblower protections; 49 U.S.C. 40118,
Fly American; and 41 U.S.C. chapter 21 relating to procurement integrity.
(s) Order of precedence. Any inconsistencies in this solicitation or contract shall be resolved by giving precedence inthe following order: (1) the schedule of supplies/services; (2) The Assignments, Disputes, Payments, Invoice, Other
Compliances, Compliance with Laws Unique to Government Contracts, and Unauthorized Obligations paragraphsof this clause; (3) the clause at 52.212-5; (4) addenda to this solicitation or contract, including any license
agreements for computer software; (5) solicitation provisions if this is a solicitation; (6) other paragraphs of thisclause; (7) the Standard Form 1449; (8) other documents, exhibits, and attachments; and (9) the specification.
(t) Reserved.
(u) Unauthorized Obligations.
(1) Except as stated in paragraph (u)(2) of this clause, when any supply or service acquired under this contract issubject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument oragreement, that includes any clause requiring the Government to indemnify the Contractor or any person or entity
for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C.
1341), the following shall govern:(i) Any such clause is unenforceable against the Government.
(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clauseby virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, TOS, or similarW911QY21C0031
Page 32 of 48
legal instrument or agreement is invoked through an ``I agree'' click box or other comparable mechanism (e.g.,``click-wrap'' or ``browse-wrap'' agreements), execution does not bind the Government or any
Government authorized end user to such clause.
(iii) Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement.
(2) Paragraph (u)(1) of this clause does not apply to indemnification by the Government that is expressly authorized
by statute and specifically authorized under applicable agency regulations and procedures.
(v) Incorporation by reference. The Contractor's representations and certifications, including those completed
electronically via the System for Award Management (SAM), are incorporated by reference into the contract.
(End of Clause)

52.212-5 CONTRACT TERMS AND CONDITIONS REQUIRED TO IMPLEMENT STATUTES OREXECUTIVE ORDERS--COMMERCIAL ITEMS (NOV 2020)(a) The Contractor shall comply with the following Federal Acquisition Regulation (FAR) clauses, which areincorporated in this contract by reference, to implement provisions of law or Executive orders applicable toacquisitions of commercial items:(1) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.
113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(2) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided byKaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).
(3) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services orEquipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).
(4) 52.209-10, Prohibition on Contracting with Inverted Domestic Corporations (Nov 2015).
(5) 52.233-3, Protest After Award (AUG 1996) (31 U.S.C. 3553).
(6) 52.233-4, Applicable Law for Breach of Contract Claim (OCT 2004) (Public Laws 108-77 and 108-78 (19U.S.C. 3805 note)).
(b) The Contractor shall comply with the FAR clauses in this paragraph (b) that the Contracting Officer has
indicated as being incorporated in this contract by reference to implement provisions of law or Executive orders
applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)
XX (1) 52.203-6, Restrictions on Subcontractor Sales to the Government (JUN 2020), with Alternate I (Oct 1995)(41 U.S.C. 4704 and 10 U.S.C. 2402).
XX (2) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).
____ (3) 52.203-15, Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (JUN2010) (Section 1553 of Pub. L. 111-5). (Applies to contracts funded by the American Recovery and Reinvestment
Act of 2009.)

W911QY21C0031
Page 33 of 48
XX (4) 52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (JUN 2020) (Pub. L.
109-282) (31 U.S.C. 6101 note).
___ (5) [Reserved]___C).

(6) 52.204-14, Service Contract Reporting Requirements (Oct 2016) (Pub. L. 111-117, section 743 of Div.

___ (7) 52.204-15, Service Contract Reporting Requirements for Indefinite-Delivery Contracts (Oct 2016) (Pub.
L. 111-117, section 743 of Div. C).
XX (8) 52.209-6, Protecting the Government's Interest When Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment. (JUN 2020) (31 U.S.C. 6101 note).
XX (9) 52.209-9, Updates of Publicly Available Information Regarding Responsibility Matters (OCT 2018) (41
U.S.C. 2313).
____ (10) [Reserved]____ (11)(i) 52.219-3, Notice of HUBZone Set-Aside or Sole-Source Award (MAR 2020) (15 U.S.C. 657a).
(ii) Alternate I (MAR 2020) of 52.219-3.
____ (12) (i) 52.219-4, Notice of Price Evaluation Preference for HUBZone Small Business Concerns (MAR 2020)(if the offeror elects to waive the preference, it shall so indicate in its offer) (15 U.S.C. 657a).
____ (ii) Alternate I (MAR 2020) of 52.219-4.
____ (13) [Reserved]____ (14)(i) 52.219-6, Notice of Total Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).
____ (ii) Alternate I (MAR 2020) of 52.219-6.
____ (15)(i) 52.219-7, Notice of Partial Small Business Set-Aside (NOV 2020) (15 U.S.C. 644).
____ (ii) Alternate I (MAR 2020) of 52.219-7.
____ (16) 52.219-8, Utilization of Small Business Concerns (OCT 2018) (15 U.S.C. 637(d)(2) and (3)).
XX (17)(i) 52.219-9, Small Business Subcontracting Plan (JUN 2020) (15 U.S.C. 637(d)(4)).
____ (ii) Alternate I (NOV 2016) of 52.219-9.
____ (iii) Alternate II (NOV 2016) of 52.219-9.
____ (iv) Alternate III (JUN 2020) of 52.219-9.
____ (v) Alternate IV (JUN 2020) of 52.219-9.
____ (18) (i) 52.219-13, Notice of Set-Aside of Orders (MAR 2020) (15 U.S.C. 644(r)).
____ (ii) Alternate I (MAR 2020) of 52.219-13.
____ (19) 52.219-14, Limitations on Subcontracting (MAR 2020) (15 U.S.C. 637(a)(14)).

W911QY21C0031
Page 34 of 48____ (21) 52.219-27, Notice of Service-Disabled Veteran-Owned Small Business Set-Aside (MAR 2020) (15
U.S.C. 657f).
XX (22) (i) 52.219-28, Post Award Small Business Program Rerepresentation (NOV 2020) (15 U.S.C. 632(a)(2)).
____ (ii) Alternate I (MAR 2020) of 52.219-28.
____ (23) 52.219-29, Notice of Set-Aside for, or Sole Source Award to, Economically Disadvantaged WomenOwned Small Business (EDWOSB) Concerns (MAR 2020) (15 U.S.C. 637(m)).
____ (24) 52.219-30, Notice of Set-Aside for, or Sole Source Award to, Women-Owned Small Business Concerns
Eligible Under the Women-Owned Small Business Program (MAR 2020) (15 U.S.C. 637(m)).
____ (25) 52.219-32, Orders Issued Directly Under Small Business Reserves (MAR 2020) (15 U.S.C. 644(r)).
____ (26) 52.219-33, Nonmanufacturer Rule (MAR 2020) (15 U.S.C. 637(a)(17)).
XX (27) 52.222-3, Convict Labor (JUN 2003) (E.O. 11755).
XX (28) 52.222-19, Child Labor--Cooperation with Authorities and Remedies (JAN 2020) (E.O. 13126).
XX (29) 52.222-21, Prohibition of Segregated Facilities (APR 2015).
XX (30)(i) 52.222-26, Equal Opportunity (SEPT 2016) (E.O. 11246).
____ (ii) Alternate I (FEB 1999) of 52.222-26.
XX (31)(i) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
____ (ii) Alternate I (JUL 2014) of 52.222-35.
XX (32)(i) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).
____ (ii) Alternate I (JUL 2014) of 52.222-36.
XX (33) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
XX (34) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (DEC 2010) (E.O.
13496).
XX (35)(i) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).
____ (ii) Alternate I (MAR 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
XX (36) 52.222-54, Employment Eligibility Verification (OCT 2015). (E. O. 12989). (Not applicable to theacquisition of commercially available off-the-shelf items or certain other types of commercial items as prescribed in
22.1803.)____ (37)(i) 52.223-9, Estimate of Percentage of Recovered Material Content for2008) (42 U.S.C. 6962(c)(3)(A)(ii)). (Not applicable to the acquisition of commercially available off-the-shelf
items.)

W911QY21C0031
Page 35 of 48____ (ii) Alternate I (MAY 2008) of 52.223-9 (42 U.S.C. 6962(i)(2)(C)). (Not applicable to the acquisition ofcommercially available off-the-shelf items.)____ (38) 52.223-11, Ozone-Depleting Substances and High Global Warming Potential Hydrofluorocarbons (JUN2016) (E.O. 13693).
____ (39) 52.223-12, Maintenance, Service, Repair, or Disposal of Refrigeration Equipment and Air Conditioners(JUN 2016) (E.O. 13693).
____ (40) (i) 52.223-13, Acquisition of EPEAT® Registered Imaging Equipment (JUN 2014) (E.O.s 13423 and13514).
____ (ii) Alternate I (OCT 2015) of 52.223-13.
____ (41)(i) 52.223-14, Acquisition of EPEAT® Registered Televisions (JUN 2014) (E.O.s 13423 and 13514).
____ (ii) Alternate I (JUN 2014) of 52.223-14.
____ (42) 52.223-15, Energy Efficiency in Energy-Consuming Products (MAY 2020) (42 U.S.C. 8259b).
____ (43)(i) 52.223-16, Acquisition of EPEAT®-Registered Personal Computer Products (OCT 2015) (E.O.s
13423 and 13514).
____ (ii) Alternate I (JUN 2014) of 52.223-16.
XX (44) 52.223-18, Encouraging Contractor Policies to Ban Text Messaging While Driving (JUN 2020) (E.O.
13513).
____ (45) 52.223-20, Aerosols (JUN 2016) (E.O. 13693).
____ (46) 52.223-21, Foams (JUN 2016) (E.O. 13693).
____ (47)(i) 52.224-3, Privacy Training (JAN 2017) (5 U.S.C. 552a).
____ (ii) Alternate I (JAN 2017) of 52.224-3.
____ (48) 52.225-1, Buy American--Supplies (MAY 2014) (41 U.S.C. chapter 83).
____ (49) (i) 52.225-3, Buy American--Free Trade Agreements--Israeli Trade Act (MAY 2014) (41 U.S.C. chapter
83, 19 U.S.C. 3301 note, 19 U.S.C. 2112 note, 19 U.S.C. 3805 note, 19 U.S.C. 4001 note, Pub. L. 103-182, 108-77,
108-78, 108-286, 108-302, 109-53, 109-169, 109-283, 110-138, 112-41, 112-42, and 112-43.
____ (ii) Alternate I (MAY 2014) of 52.225-3.
____ (iii) Alternate II (MAY 2014) of 52.225-3.
____ (iv) Alternate III (MAY 2014) of 52.225-3.
____ (50) 52.225-5, Trade Agreements (OCT 2019) 19 U.S.C. 2501, et seq., 19 U.S.C. 3301 note).
XX (51) 52.225-13, Restrictions on Certain Foreign Purchases (JUN 2008) (E.O.'s, proclamations, and statutes
administered by the Office of Foreign Assets Control of the Department of the Treasury).
____ (52) 52.225-26, Contractors Performing Private Security Functions Outside the United States (OCT 2016)(Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

W911QY21C0031
Page 36 of 48____ (53) 52.226-4, Notice of Disaster or Emergency Area Set-Aside (NOV 2007) (42 U.S.C. 5150____ (54) 52.226-5, Restrictions on Subcontracting Outside Disaster or Emergency Area (NOV 2007) (42 U.S.C.
5150).
____ (55) 52.229-12, Tax on Certain Foreign Procurements (JUN 2020).
____ (56) 52.232-29, Terms for Financing of Purchases of Commercial Items (FEB 2002) (41 U.S.C. 4505, 10
U.S.C. 2307(f)).
____ (57) 52.232-30, Installment Payments for Commercial Items (JAN 2017) (41 U.S.C. 4505, 10 U.S.C. 2307(f)).
U.S.C. 3332).
2013) (31 U.S.C. 3332).
____ (60) 52.232-36, Payment by Third Party (MAY 2014) (31 U.S.C. 3332).
____ (61) 52.239-1, Privacy or Security Safeguards (AUG 1996) (5 U.S.C. 552a).
XX (62) 52.242-5, Payments to Small Business Subcontractors (JAN 2017)(15 U.S.C. 637(d)(13)).
____ (63)(i) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (FEB 2006) (46 U.S.C.
Appx. 1241(b) and 10 U.S.C. 2631).
____ (ii) Alternate I (APR 2003) of 52.247-64.
____ (iii) Alternate II (FEB 2006) of 52.247-64.
(c) The Contractor shall comply with the FAR clauses in this paragraph (c), applicable to commercial services, that
the Contracting Officer has indicated as being incorporated in this contract by reference to implement provisions oflaw or Executive orders applicable to acquisitions of commercial items: (Contracting Officer check as appropriate.)_____ (1) 52.222-41, Service Contract Labor Standards (AUG 2018) (41 U.S.C. chapter 67).
_____ (2) 52.222-42, Statement of Equivalent Rates for Federal Hires (MAY 2014) (29 U.S.C. 206 and 41 U.S.C.
chapter 67).
_____ (3) 52.222-43, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (Multiple
Year and Option Contracts) (AUG 2018) (29 U.S.C. 206 and 41 U.S.C. chapter 67).
_____ (4) 52.222-44, Fair Labor Standards Act and Service Contract Labor Standards--Price Adjustment (MAY2014) (29 U.S.C 206 and 41 U.S.C. chapter 67).
_____ (5) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements (MAY 2014) (41 U.S.C. chapter 67).
_____ (6) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain
Services--Requirements (MAY 2014) (41 U.S.C. chapter 67).
_____ (7) 52.222-55, Minimum Wages Under Executive Order 13658 (NOV 2020) (E.O. 13658).

W911QY21C0031
Page 37 of 48_____ (8) 52.222-62, Paid Sick Leave Under Executive Order 13706 (JAN 2017) (E.O. 13706).
_____ (9) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations (JUN 2020) (42 U.S.C. 1792).
(d) Comptroller General Examination of Record. The Contractor shall comply with the provisions of this paragraph(d) if this contract was awarded using other than sealed bid, is in excess of the simplified acquisition threshold, as
defined in FAR 2.101, on the date of award of this contract, and does not contain the clause at 52.215-2, Audit andRecords--Negotiation.
(1) The Comptroller General of the United States, or an authorized representative of the Comptroller General, shallhave access to and right to examine any of the Contractor's directly pertinent records involving transactions related
to this contract.
(2) The Contractor shall make available at its offices at all reasonable times the records, materials, and otherevidence for examination, audit, or reproduction, until 3 years after final payment under this contract or for any
shorter period specified in FAR Subpart 4.7, Contractor Records Retention, of the other clauses of this contract. If
this contract is completely or partially terminated, the records relating to the work terminated shall be madeavailable for 3 years after any resulting final termination settlement. Records relating to appeals under the disputes
clause or to litigation or the settlement of claims arising under or relating to this contract shall be made available
until such appeals, litigation, or claims are finally resolved.
(3) As used in this clause, records include books, documents, accounting procedures and practices, and other data,
regardless of type and regardless of form. This does not require the Contractor to create or maintain any record that
the Contractor does not maintain in the ordinary course of business or pursuant to a provision of law.
(e) (1) Notwithstanding the requirements of the clauses in paragraphs (a), (b), (c), and (d) of this clause, theContractor is not required to flow down any FAR clause, other than those in this paragraph (e)(1)in a subcontract forcommercial items. Unless otherwise indicated below, the extent of the flow down shall be as required by the(i) 52.203-13, Contractor Code of Business Ethics and Conduct (JUN 2020) (41 U.S.C. 3509).
(ii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017)(section 743 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L.
113-235) and its successor provisions in subsequent appropriations acts (and as extended in continuing resolutions)).
(iii) 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided byKaspersky Lab and Other Covered Entities (Jul 2018) (Section 1634 of Pub. L. 115-91).
(iv) 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services orEquipment. (AUG 2020) (Section 889(a)(1)(A) of Pub. L. 115-232).
(v) 52.219-8, Utilization of Small Business Concerns (Oct 2018) (15 U.S.C. 637(d)(2) and (3)), in all subcontracts
that offer further subcontracting opportunities. If the subcontract (except subcontracts
to small business concerns) exceeds the applicable threshold specified in FAR 19.702(a) on the date of subcontract
award, the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.
(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).
(vii) 52.222-26, Equal Opportunity (Sep 2016) (E.O. 11246).
(viii) 52.222-35, Equal Opportunity for Veterans (JUN 2020) (38 U.S.C. 4212).
(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (JUN 2020) (29 U.S.C. 793).

W911QY21C0031
Page 38 of 48(x) 52.222-37, Employment Reports on Veterans (JUN 2020) (38 U.S.C. 4212).
(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496).
Flow down required in accordance with paragraph (f) of FAR clause 52.222-40.
(xii) 52.222-41, Service Contract Labor Standards (Aug 2018), (41 U.S.C. chapter 67).
(xiii) _____ (A) 52.222-50, Combating Trafficking in Persons (OCT 2020) (22 U.S.C. chapter 78 and E.O. 13627).
_____ (B) Alternate I (March 2, 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).
(xiv) 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for
Maintenance, Calibration, or Repair of Certain Equipment--Requirements (May 2014) (41 U.S.C. chapter 67.)(xv) 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain
Services--Requirements (May 2014) (41 U.S.C. chapter 67)(xvi) 52.222-54, Employment Eligibility Verification (Oct 2015) (E. O. 12989).
(xvii) 52.222-55, Minimum Wages Under Executive Order 13658 (NOV 2020) (E.O. 13658).

(xviii) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706).
(xix) (A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a).
(B) Alternate I (Jan 2017) of 52.224-3.
(xx) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section
862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).
(xxi) 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations. (JUN 2020) (42 U.S.C. 1792). Flow
down required in accordance with paragraph (e) of FAR clause 52.226-6.
(xxii) 52.247-64, Preference for Privately-Owned U.S. Flag Commercial Vessels (Feb 2006) (46 U.S.C. Appx1241(b) 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 include in its subcontracts for commercial items a minimal number of
additional clauses necessary to satisfy its contractual obligations.
(End of clause)

52.217-9

OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)(a) The Government may extend the term of this contract by written notice to the Contractor within 15 days;
provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 30
days before the contract expires. The preliminary notice does not commit the Government to an extension.
(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

W911QY21C0031
Page 39 of 48(c) The total duration of this contract, including the exercise of any options under this clause, shall not exceed 20.5
months.
(End of clause)

52.252-6

AUTHORIZED DEVIATIONS IN CLAUSES (NOV 2020)(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with anauthorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.
(b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation Supplement (48 CFR
Chapter 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of theregulation.
(End of clause)

252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS (FEB 2014)(a) Definitions. As used in this clause-(1) Computer data base means a collection of data recorded in a form capable of being processed by a computer. The
term does not include computer software.
(2) Computer program means a set of instructions, rules, or routines recorded in a form that is capable of causing acomputer to perform a specific operation or series of operations.
(3) Computer software means computer programs, source code, source code listings, object code listings, design
details, algorithms, processes, flow charts, formulae and related material that would enable the software to be
reproduced, recreated, or recompiled. Computer software does not include computer data bases or computer
software documentation.
(4) Computer software documentation means owner's manuals, user's manuals, installation instructions, operating
instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer
software or provide instructions for using the software.
(5) Covered Government support contractor means a contractor (other than a litigation support contractor covered by
252.204-7014) under a contract, the primary purpose of which is to furnish independent and impartial advice or
technical assistance directly to the Government in support of the Government's management and oversight of aprogram or effort (rather than to directly furnish an end item or service to accomplish a program or effort), provided
that the contractor-(i) Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, or with any directcompetitor of such prime contractor or any such first-tier subcontractor in furnishing end items or services of thetype developed or produced on the program or effort; and(ii) Receives access to technical data or computer software for performance of a Government contract that contains
the clause at 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked
with Restrictive Legends.

W911QY21C0031
Page 40 of 48(6) Detailed manufacturing or process data means technical data that describe the steps, sequences, and conditions of
manufacturing, processing or assembly used by the manufacturer to produce an item or component or to perform aprocess.
(7) Developed means that an item, component, or process exists and is workable. Thus, the item or component musthave been constructed or the process practiced. Workability is generally established when the item, component, or
process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that
there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testingis required to establish workability depends on the nature of the item, component, or process, and the state of the art.
To be considered "developed," the item, component, or process need not be at the stage where it could be offered forsale or sold on the commercial market, nor must the item, component, or process be actually reduced to practicewithin the meaning of Title 35 of the United States Code.
(8) Developed exclusively at private expense means development was accomplished entirely with costs charged toindirect cost pools, costs not allocated to a government contract, or any combination thereof.
(i) Private expense determinations should be made at the lowest practicable level.
(ii) Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling price of the contract,
the additional development costs necessary to complete development shall not be considered when determining
whether development was at government, private, or mixed expense.
(9) Developed exclusively with government funds means development was not accomplished exclusively or
partially at private expense.
(10) Developed with mixed funding means development was accomplished partially with costs charged to indirect
cost pools and/or costs not allocated to a government contract, and partially with costs charged directly to agovernment contract.
(11) Form, fit, and function data means technical data that describes the required overall physical, functional, andperformance characteristics (along with the qualification requirements, if applicable) of an item, component, or
process to the extent necessary to permit identification of physically and functionally interchangeable items.
(12) Government purpose means any activity in which the United States Government is a party, including
cooperative agreements with international or multi-national defense organizations, or sales or transfers by the UnitedStates Government to foreign governments or international organizations. Government purposes include competitive
procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technicaldata for commercial purposes or authorize others to do so.
(13) Government purpose rights means the rights to-(i) Use, modify, reproduce, release, perform, display, or disclose technical data within the Government without
restriction; and(ii) Release or disclose technical data outside the Government and authorize persons to whom release or disclosure
has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States
government purposes.
(14) Limited rights means the rights to use, modify, reproduce, release, perform, display, or disclose technical data,in whole or in part, within the Government. The Government may not, without the written permission of the party
asserting limited rights, release or disclose the technical data outside the Government, use the technical data for
manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce,
release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government if-(i) The reproduction, release, disclosure, or use is--

W911QY21C0031
Page 41 of 48(A) Necessary for emergency repair and overhaul; or(B) A release or disclosure to-(1) A covered Government support contractor in performance of its covered Government support contract for use,
modification, reproduction, performance, display, or release or disclosure to a person authorized to receive limited
rights technical data; or(2) A foreign government, of technical data other than detailed manufacturing or process data, when use of suchdataby the foreign government is in the interest of the Government and is required for evaluational or informational
purposes;(ii) The recipient of the technical data is subject to a prohibition on the further reproduction, release, disclosure, or
use of the technical data; and(iii) The contractor or subcontractor asserting the restriction is notified of such reproduction, release, disclosure, oruse.
(15) Technical data means recorded information, regardless of the form or method of the recording, of a scientific ortechnical nature (including computer software documentation). The term does not include computer software or data
incidental to contract administration, such as financial and/or management information.
(16) Unlimited rights means rights to use, modify, reproduce, perform, display, release, or disclose technical data inwhole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.
(b) Rights in technical data. The Contractor grants or shall obtain for the Government the following royalty free,world-wide, nonexclusive, irrevocable license rights in technical data other than computer software documentation(see the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
clause of this contract for rights in computer software documentation):(1) Unlimited rights.
The Government shall have unlimited rights in technical data that are-(i) Data pertaining to an item, component, or process which has been or will be developed exclusively with
Government funds;(ii) Studies, analyses, test data, or similar data produced for this contract, when the study, analysis, test, or similar
work was specified as an element of performance;(iii) Created exclusively with Government funds in the performance of a contract that does not require thedevelopment, manufacture, construction, or production of items, components, or processes;(iv) Form, fit, and function data;(v) Necessary for installation, operation, maintenance, or training purposes (other than detailed manufacturing orprocess data);(vi) Corrections or changes to technical data furnished to the Contractor by the Government;(vii) Otherwise publicly available or have been released or disclosed by the Contractor or subcontractor without
restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, orother assignment of interest in the technical data to another party or the sale or transfer of some or all of a business
entity or its assets to another party;W911QY21C0031
Page 42 of 48(viii) Data in which the Government has obtained unlimited rights under another Government contract or as a resultof negotiations; or(ix) Data furnished to the Government, under this or any other Government contract or subcontract thereunder, with(A) Government purpose license rights or limited rights and the restrictive condition(s) has/have expired; or(B) Government purpose rights and the Contractor's exclusive right to use such data for commercial purposes has
expired.
(2) Government purpose rights.
(i) The Government shall have government purpose rights for a five-year period, or such other period as may benegotiated, in technical data-(A) That pertain to items, components, or processes developed with mixed funding except when the Government isentitled to unlimited rights in such data as provided in paragraphs as provided in paragraphs (b)(1)(ii) and (b)(1)(iv)
through (b)(1)(ix) of this clause; or(B) Created with mixed funding in the performance of a contract that does not require the development,
manufacture, construction, or production of items, components, or processes.
(ii) The five-year period, or such other period as may have been negotiated, shall commence upon execution of thecontract, subcontract, letter contract (or similar contractual instrument), contract modification, or option exercisethat required development of the items, components, or processes or creation of the data described in paragraph(b)(2)(i)(B) of this clause. Upon expiration of the five-year or other negotiated period, the Government shall haveunlimited rights in the technical data.
(iii) The Government shall not release or disclose technical data in which it has government purpose rights unless(A) Prior to release or disclosure, the intended recipient is subject to the non-disclosure agreement at 227.7103-7 of
the Defense Federal Acquisition Regulation Supplement (DFARS); or(B) The recipient is a Government contractor receiving access to the data for performance of a Government contractthat contains the clause at DFARS 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished
Information Marked with Restrictive Legends.
(iv) The Contractor has the exclusive right, including the right to license others, to use technical data in which theGovernment has obtained government purpose rights under this contract for any commercial purpose during the time
period specified in the government purpose rights legend prescribed in paragraph (f)(2) of this clause.
(3) Limited rights.
(i) Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause, the Government shallhave limited rights in technical data-(A) Pertaining to items, components, or processes developed exclusively at private expense and marked with thelimited rights legend prescribed in paragraph (f) of this clause; or(B) Created exclusively at private expense in the performance of a contract that does not require the development,
manufacture, construction, or production of items, components, or processes.

W911QY21C0031
Page 43 of 48(ii) The Government shall require a recipient of limited rights data for emergency repair or overhaul to destroy thedata and all copies in its possession promptly following completion of the emergency repair/overhaul and to notify
the Contractor that the data have been destroyed.
(iii) The Contractor, its subcontractors, and suppliers are not required to provide the Government additional rights touse, modify, reproduce, release, perform, display, or disclose technical data furnished to the Government withlimited rights. However, if the Government desires to obtain additional rights in technical data in which it has
limited rights, the Contractor agrees to promptly enter into negotiations with the Contracting Officer to determine
whether there are acceptable terms for transferring such rights. All technical data in which the Contractor has
granted the Government additional rights shall be listed or described in a license agreement made part of thecontract. The license shall enumerate the additional rights granted the Government in such data.
(iv) The Contractor acknowledges that-(A) Limited rights data are authorized to be released or disclosed to covered Government support contractors;(B) The Contractor will be notified of such release or disclosure;(C) The Contractor (or the party asserting restrictions as identified in the limited rights legend) may require eachsuch covered Government support contractor to enter into a non-disclosure agreement directly with the Contractor(or the party asserting restrictions) regarding the covered Government support contractor's use of such data,or alternatively, that the Contractor (or party asserting restrictions) may waive in writing the requirement for a nondisclosure agreement; and(D) Any such non-disclosure agreement shall address the restrictions on the covered Government support
contractor's use of the limited rights data as set forth in the clause at 252.227-7025, Limitations on the Use or
Disclosure of Government-Furnished Information Marked with Restrictive Legends. The non-disclosureagreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the nondisclosure agreement.
(E) The Contractor shall provide a copy of any such non-disclosure agreement or waiver to the Contracting Officer,
upon request.
(4) Specifically negotiated license rights.
The standard license rights granted to the Government under paragraphs (b)(1) through (b)(3) of this clause,
including the period during which the Government shall have government purpose rights in technical data, may be
modified by mutual agreement to provide such rights as the parties consider appropriate but shall not provide theGovernment lesser rights than are enumerated in paragraph (a)(14) of this clause. Any rights so negotiated shall beidentified in a license agreement made part of this contract.
(5) Prior government rights.
Technical data that will be delivered, furnished, or otherwise provided to the Government under this contract, inwhich the Government has previously obtained rights shall be delivered, furnished, or provided with the pre-existingrights, unless-(i) The parties have agreed otherwise; or(ii) Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose thedata have expired or no longer apply.
(6) Release from liability.

W911QY21C0031
Page 44 of 48
The Contractor agrees to release the Government from liability for any release or disclosure of technical data madein accordance with paragraph (a)(14) or (b)(2)(iii) of this clause, in accordance with the terms of a license negotiatedunder paragraph (b)(4) of this clause, or by others to whom the recipient has released or disclosed the data and toseek relief solely from the party who has improperly used, modified, reproduced, released, performed, displayed, ordisclosed Contractor data marked with restrictive legends.
(c) Contractor rights in technical data. All rights not granted to the Government are retained by the Contractor.
(d) Third party copyrighted data. The Contractor shall not, without the written approval of the Contracting Officer,
incorporate any copyrighted data in the technical data to be delivered under this contract unless the Contractor is the
copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses inthe deliverable data of the appropriate scope set forth in paragraph (b) of this clause, and has affixed a statement of
the license or licenses obtained on behalf of the Government and other persons to the data transmittal document.
(e) Identification and delivery of data to be furnished with restrictions on use, release, or disclosure. (1) This
paragraph does not apply to restrictions based solely on copyright.
(2) Except as provided in paragraph (e)(3) of this clause, technical data that the Contractor asserts should befurnished to the Government with restrictions on use, release, or disclosure are identified in an attachment to thiscontract (the Attachment). The Contractor shall not deliver any data with restrictive markings unless the data arelisted on the Attachment.
(3) In addition to the assertions made in the Attachment, other assertions may be identified after award when basedon new information or inadvertent omissions unless the inadvertent omissions would have materially affected thesource selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon aspracticable prior to the scheduled date for delivery of the data, in the following format, and signed by an official
authorized to contractually obligate the Contractor: Identification and Assertion of Restrictions on the Government'sUse, Release, or Disclosure of Technical Data.
The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, ordisclose the following technical data should be restricted-Technical data
to be FurnishedWith Restrictions \1/Basis for
Assertion \2/Asserted
RightsCategory \3/Name of Person
AssertingRestrictions \4/(LIST)(LIST)(LIST)(LIST)\1/ If the assertion is applicable to items, components or processes developed at private expense, identify both thedata and each such items, component, or process.
\2/ Generally, the development of an item, component, or process at private expense, either exclusively or partially,is the only basis for asserting restrictions on the Government's rights to use, release, or disclose technical data
pertaining to such items, components, or processes. Indicate whether development was exclusively or partially at
private expense. If development was not at private expense, enter the specific reason for asserting that theGovernment's rights should be restricted.
\3/ Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data
generated under another contract, limited or government purpose rights under this or a prior contract, or specificallynegotiated licenses).
\4/ Corporation, individual, or other person, as appropriate.
Date ______________________________________________________________________

W911QY21C0031
Page 45 of 48
Printed Name and Title ________________________________________________________________________________________________________________________________
Signature __________________________________________________________________(End of identification and assertion)(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable theContracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to add theContractor's assertions to the Attachment and validate any listed assertion, at a later date, in accordance with theprocedures of the Validation of Restrictive Markings on Technical Data clause of this contract.
(f) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert restrictions on the
Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data to be delivered
under this contract by marking the deliverable data subject to restriction. Except as provided in paragraph (f)(5) of
this clause, only the following legends are authorized under this contract: the government purpose rights legend atparagraph (f)(2) of this clause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rights
legend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C. 401 or 402.
(1) General marking instructions. The Contractor, or its subcontractors or suppliers, shall conspicuously and legibly
mark the appropriate legend on all technical data that qualify for such markings. The authorized legends shall beplaced on the transmittal document or storage container and, for printed material, each page of the printed material
containing technical data for which restrictions are asserted. When only portions of a page of printed material are
subject to the asserted restrictions, such portions shall be identified by circling, underscoring, with a note, or otherappropriate identifier. Technical data transmitted directly from one computer or computer terminal to another shallcontain a notice of asserted restrictions. Reproductions of technical data or any portions thereof subject to asserted
restrictions shall also reproduce the asserted restrictions.
(2) Government purpose rights markings. Data delivered or otherwise furnished to the Government purpose rights
shall be marked as follows:
Government Purpose Rights
Contract No. ______________________________________________________________
Contractor Name ____________________________________________________________
Contractor Address ____________________________________________________________________________________________________________________________________
Expiration Date ____________________________________________________________The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are
restricted by paragraph (b)(2) of the Rights in Technical Data--Noncommercial Items clause contained in the above
identified contract. No restrictions apply after the expiration date shown above. Any reproduction of technical dataor portions thereof marked with this legend must also reproduce the markings.
(End of legend)(3) Limited rights markings. Data delivered or otherwise furnished to the Government with limited rights shall bemarked with the following legend:
Limited Rights

W911QY21C0031
Page 46 of 48
Contract No. ______________________________________________________________
Contractor Name ____________________________________________________________
Contractor Address ____________________________________________________________________________________________________________________________________The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are
restricted by paragraph (b)(3) of the Rights in Technical Data--Noncommercial Items clause contained in the above
identified contract. Any reproduction of technical data or portions thereof marked with this legend must also
reproduce the markings. Any person, other than the Government, who has been provided access to such data must
promptly notify the above named Contractor.
(End of legend)(4) Special license rights markings. (i) Data in which the Government's rights stem from a specifically negotiatedlicense shall be marked with the following legend:
Special License Rights
The Government's rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted byContract No. ________ (Insert contract number) ________, License No. ________ (Insert license identifier)________. Any reproduction of technical data or portions thereof marked with this legend must also reproduce themarkings.
(End of legend)(ii) For purposes of this clause, special licenses do not include government purpose license rights acquired under aprior contract (see paragraph (b)(5) of this clause).
(5) Pre-existing data markings. If the terms of a prior contract or license permitted the Contractor to restrict theGovernment's rights to use, modify, reproduce, release, perform, display, or disclose technical data deliverable under
this contract, and those restrictions are still applicable, the Contractor may mark such data with the appropriate
restrictive legend for which the data qualified under the prior contract or license. The marking procedures inparagraph (f)(1) of this clause shall be followed.
(g) Contractor procedures and records. Throughout performance of this contract, the Contractor and its
subcontractors or suppliersthat will deliver technical data with other than unlimited rights, shall-(1) Have, maintain, and follow written procedures sufficient to assure that restrictive markings are used only whenauthorized by the terms of this clause; and(2) Maintain records sufficient to justify the validity of any restrictive markings on technical data delivered under
this contract.
(h) Removal of unjustified and nonconforming markings. (1) Unjustified technical data markings. The rights andobligations of the parties regarding the validation of restrictive markings on technical data furnished or to be
furnished under this contract are contained in the Validation of Restrictive Markings on Technical Data clause ofthis contract. Notwithstanding any provision of this contract concerning inspection and acceptance, the Government
may ignore or, at the Contractor's expense, correct or strike a marking if, in accordance with the procedures in the
Validation of Restrictive Markings on Technical Data clause of this contract, a restrictive marking is determined to
be unjustified.

W911QY21C0031
Page 47 of 48(2) Nonconforming technical data markings. A nonconforming marking is a marking placed on technical datadelivered or otherwise furnished to the Government under this contract that is not in the format authorized by thiscontract. Correction of nonconforming markings is not subject to the validation of Restrictive Markings on
Technical Data clause of this contract. If the Contracting Officer notifies the Contractor of a nonconforming
marking and the Contractor fails to remove or correct such marking within sixty (60) days, the Government may
ignore or, at the Contractor's expense, remove or correct any nonconforming marking.
(i) Relation to patents. Nothing contained in this clause shall imply a license to the Government under any patent or
be construed as affecting the scope of any license or other right otherwise granted to the Government under any
patent.
(j) Limitation on charges for rights in technical data. (1) The Contractor shall not charge to this contract any cost,
including, but not limited to, license fees, royalties, or similar charges, for rights in technical data to be delivered
under this contract when-(i) The Government has acquired, by any means, the same or greater rights in the data; or(ii) The data are available to the public without restrictions.
(2) The limitation in paragraph (j)(1) of this clause-(i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the Contractor to acquire
rights in subcontractor or supplier technical data, if the subcontractor or supplier has been paid for such rights under
any other Government contract or under a license conveying the rights to the Government; and(ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in
which the technical data will be delivered.
(k) Applicability to subcontractors or suppliers. (1) The Contractor shall ensure that the rights afforded its
subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery
processes of paragraph (e) of this clause are recognized and protected.
(2) Whenever any technical data for noncommercial items, or for commercial items developed in any part at
Government expense, is to be obtained from a subcontractor or supplier for delivery to the Government under thiscontract, the Contractor shall use this same clause in the subcontract or other contractual instrument, including
subcontracts or other contractual instruments for commercial items, and requireits subcontractors or suppliers to doso, without alteration, except to identify the parties. This clause will govern the technical data pertaining tononcommercial items or to any portion of a commercial item that was developed in any part at Government expense,
and the clause at 252.227-7015 will govern the technical data pertaining to any portion of a commercial item thatwas developed exclusively at private expense. No other clause shall be used to enlarge or diminish theGovernment's, the Contractor's, or a higher-tier subcontractor's or supplier's rights in a subcontractor's or supplier's
technical data.
(3) Technical data required to be delivered by a subcontractor or supplier shall normally be delivered to the next
higher-tier contractor, subcontractor, or supplier. However, when there is a requirement in the prime contract fordata which may be submitted with other than unlimited rights by a subcontractor or supplier, then said subcontractor
or supplier may fulfill its requirement by submitting such data directly to the Government, rather than through ahigher-tier contractor, subcontractor, or supplier.
(4) The Contractor and higher-tier subcontractors or suppliers shall not use their power to award contracts as
economic leverage to obtain rights in technical data from their subcontractors or suppliers. (5) In no event shall theContractor use its obligation to recognize and protect subcontractor or supplier rights in technical data as an excuse
for failing to satisfy its contractual obligations to the Government.
(End of clause)W911QY21C0031
Page 48 of 48

LIST OF ATTACHMENTS & EXHIBITS

Exhibit A
Attachment 0001
Attachment 0002

Data Item #
A001
A002
A003
A004
A005
A006
A007
A008
A009
A010
A011
A012
A013
A014
A015
A016
A017
A018
A019
A020
A021
A022
A023
A024
A025
A026
A027
A028
A029
A030
A031
A032

Title
CDRLs
Security Requirements
Data Rights# of Pages
32
6
2

Date
20 May 2021
11 October 2020
2 June 2021

Exhibit A
Contract Data Requirements List
Title of Data Item
Post Award Teleconference
Kickoff Meeting
Teleconference Minutes
Quarterly Meetings
FDA Meeting Minutes
Daily check in with project staff for COVID-19 Contract
Monthly Progress Reports
Draft Technical Progress Report
Final Technical Progress Report
Product Development Source Material and Manufacturing
Reports
Contractor Locations
Pandemic Management Plan
Supply Chain and Distribution Tracking. Distribution
Concept of Operations.
Distribution Plan
Distribution Memorandum of Understanding
Manufacturing Development Plan
Quality Management Plan
Quality Agreement
Release documentation for doses to be delivered
Security Plan
Supply Chain Resiliency Plan
Manufacturing Data Requirements
BARDA Audit
FDA Inspections
QA Audits
Integrated Master Schedule
Deviation Notification and Mitigation Strategy
Incident Report
FDA Correspondence and Submissions
Provision of Public Law 115-92 Sponsor Authorization
LetterPress Releases
Educational Materials

Date
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021
20 May 2021

W911QY-21-C-0031

Attachment 0002
Data Rights

Date: 2 June 2021
# of pages: 2

A022
A023
A024
A025
A026
A027
A028
A029
A030

Manufacturing Data Requirements
BARDA Audit
FDA Inspections
QA Audits
Integrated Master Schedule
Deviation Notification and Mitigation Strategy
Incident Report
FDA Correspondence and Submissions
Provision of Public Law 115-92 Sponsor Authorization
Letter

A031
A032

Press Releases
Educational Materials(b) (4)

W911QY-21-C-0031

Exhibit A
Contract Data Requirements List
CDRLs

Date: 20 May 2021
# of pages: 33W911QY-21-C-0031

Attachment 0001
Security Requirements

Date: 26 October 2020
# of pages: 6