52.227-14 Rights in Data-General.

As prescribed in 27.409(b)(1), insert the following clause with any appropriate alternates:

Rights in Data-General (May 2014)

(a) Definitions. As used in this clauseComputer database or "database means" a collection of recorded information in a form capable of,

and for the purpose of, being stored in, processed, and operated on by a computer. The term does

not include computer software.

Computer software-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements,

regardless of the media in which recorded, that allow or cause a computer to perform a specific

operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow

charts, formulas, and related material that would enable the computer program to be produced,

created, or compiled.

(2) Does not include computer databases or computer software documentation.

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.

Data means recorded information, regardless of form or the media on which it may be recorded. The

term includes technical data and computer software. The term does not include information

incidental to contract administration, such as financial, administrative, cost or pricing, or

management information.

Form, fit, and function data means data relating to items, components, or processes that are

sufficient to enable physical and functional interchangeability, and data identifying source, size,

configuration, mating and attachment characteristics, functional characteristics, and performance

requirements. For computer software it means data identifying source, functional characteristics,

and performance requirements but specifically excludes the source code, algorithms, processes,

formulas, and flow charts of the software.

Limited rights means the rights of the Government in limited rights data as set forth in the Limited

Rights Notice of paragraph (g)(3) if included in this clause.

Limited rights data means data, other than computer software, that embody trade secrets or are

commercial or financial and confidential or privileged, to the extent that such data pertain to items,

components, or processes developed at private expense, including minor modifications.

Restricted computer software means computer software developed at private expense and that is a
trade secret, is commercial or financial and confidential or privileged, or is copyrighted computer

software, including minor modifications of the computer software.

Restricted rights, as used in this clause, means the rights of the Government in restricted computer

software, as set forth in a Restricted Rights Notice of paragraph (g) if included in this clause, or as

otherwise may be provided in a collateral agreement incorporated in and made part of this contract,

including minor modifications of such computer software.

Technical data means recorded information (regardless of the form or method of the recording) of a

scientific or technical nature (including computer databases and computer software documentation).

This term does not include computer software or financial, administrative, cost or pricing, or

management data or other information incidental to contract administration. The term includes

recorded information of a scientific or technical nature that is included in computer databases (See

41 U.S.C. 116).

Unlimited rights means the rights of the Government to use, disclose, reproduce, prepare derivative

works, distribute copies to the public, and perform publicly and display publicly, in any manner and

for any purpose, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause, the Government shall have unlimited rights in-

(i) Data first produced in the performance of this contract;

(ii) Form, fit, and function data delivered under this contract;

(iii) Data delivered under this contract (except for restricted computer software) that constitute

manuals or instructional and training material for installation, operation, or routine maintenance

and repair of items, components, or processes delivered or furnished for use under this contract;

and

(iv) All other data delivered under this contract unless provided otherwise for limited rights data or

restricted computer software in accordance with paragraph (g) of this clause.

(2) The Contractor shall have the right to-

(i) Assert copyright in data first produced in the performance of this contract to the extent provided

in paragraph (c)(1) of this clause;

(ii) Use, release to others, reproduce, distribute, or publish any data first produced or specifically

used by the Contractor in the performance of this contract, unless provided otherwise in paragraph

(d) of this clause;

(iii) Substantiate the use of, add, or correct limited rights, restricted rights, or copyright notices and

to take other appropriate action, in accordance with paragraphs (e) and (f) of this clause; and

(iv) Protect from unauthorized disclosure and use those data that are limited rights data or

restricted computer software to the extent provided in paragraph (g) of this clause.

(c) Copyright-
(1) Data first produced in the performance of this contract.

(i) Unless provided otherwise in paragraph (d) of this clause, the Contractor may, without prior

approval of the Contracting Officer, assert copyright in scientific and technical articles based on or

containing data first produced in the performance of this contract and published in academic,

technical or professional journals, symposia proceedings, or similar works. The prior, express

written permission of the Contracting Officer is required to assert copyright in all other data first

produced in the performance of this contract.

(ii) When authorized to assert copyright to the data, the Contractor shall affix the applicable

copyright notices of 17 U.S.C. 401 or 402, and an acknowledgment of Government sponsorship

(including contract number).

(iii) For data other than computer software, the Contractor grants to the Government, and others

acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide license in such copyrighted data

to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and

display publicly by or on behalf of the Government. For computer software, the Contractor grants to

the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide

license in such copyrighted computer software to reproduce, prepare derivative works, and perform

publicly and display publicly (but not to distribute copies to the public) by or on behalf of the

Government.

(2) Data not first produced in the performance of this contract. The Contractor shall not, without the

prior written permission of the Contracting Officer, incorporate in data delivered under this contract

any data not first produced in the performance of this contract unless the Contractor-

(i) Identifies the data; and

(ii) Grants to the Government, or acquires on its behalf, a license of the same scope as set forth in

paragraph (c)(1) of this clause or, if such data are restricted computer software, the Government

shall acquire a copyright license as set forth in paragraph (g)(4) of this clause (if included in this

contract) or as otherwise provided in a collateral agreement incorporated in or made part of this

contract.

(3) Removal of copyright notices. The Government will not remove any authorized copyright notices

placed on data pursuant to this paragraph (c), and will include such notices on all reproductions of

the data.

(d) Release, publication, and use of data. The Contractor shall have the right to use, release to

others, reproduce, distribute, or publish any data first produced or specifically used by the

Contractor in the performance of this contract, except-

(1) As prohibited by Federal law or regulation (e.g., export control or national security laws or

regulations);

(2) As expressly set forth in this contract; or

(3) If the Contractor receives or is given access to data necessary for the performance of this

contract that contain restrictive markings, the Contractor shall treat the data in accordance with

such markings unless specifically authorized otherwise in writing by the Contracting Officer.

(e) Unauthorized marking of data.
(1) Notwithstanding any other provisions of this contract concerning inspection or acceptance, if any

data delivered under this contract are marked with the notices specified in paragraph (g)(3) or (g)

(4) if included in this clause, and use of the notices is not authorized by this clause, or if the data

bears any other restrictive or limiting markings not authorized by this contract, the Contracting

Officer may at any time either return the data to the Contractor, or cancel or ignore the markings.

However, pursuant to 41 U.S.C. 4703, the following procedures shall apply prior to canceling or

ignoring the markings.

(i) The Contracting Officer will make written inquiry to the Contractor affording the Contractor 60

days from receipt of the inquiry to provide written justification to substantiate the propriety of the

markings;

(ii) If the Contractor fails to respond or fails to provide written justification to substantiate the

propriety of the markings within the 60-day period (or a longer time approved in writing by the

Contracting Officer for good cause shown), the Government shall have the right to cancel or ignore

the markings at any time after said period and the data will no longer be made subject to any

disclosure prohibitions.

(iii) If the Contractor provides written justification to substantiate the propriety of the markings

within the period set in paragraph (e)(1)(i) of this clause, the Contracting Officer will consider such

written justification and determine whether or not the markings are to be cancelled or ignored. If

the Contracting Officer determines that the markings are authorized, the Contractor will be so

notified in writing. If the Contracting Officer determines, with concurrence of the head of the

contracting activity, that the markings are not authorized, the Contracting Officer will furnish the

Contractor a written determination, which determination will become the final agency decision

regarding the appropriateness of the markings unless the Contractor files suit in a court of

competent jurisdiction within 90 days of receipt of the Contracting Officer’s decision. The

Government will continue to abide by the markings under this paragraph (e)(1)(iii) until final

resolution of the matter either by the Contracting Officer’s determination becoming final (in which

instance the Government will thereafter have the right to cancel or ignore the markings at any time

and the data will no longer be made subject to any disclosure prohibitions), or by final disposition of

the matter by court decision if suit is filed.

(2) The time limits in the procedures set forth in paragraph (e)(1) of this clause may be modified in

accordance with agency regulations implementing the Freedom of Information Act ( 5 U.S.C. 552) if

necessary to respond to a request thereunder.

(3) Except to the extent the Government’s action occurs as the result of final disposition of the

matter by a court of competent jurisdiction, the Contractor is not precluded by paragraph (e) of the

clause from bringing a claim, in accordance with the Disputes clause of this contract, that may arise

as the result of the Government removing or ignoring authorized markings on data delivered under

this contract.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without any restrictive markings shall be deemed to have been

furnished with unlimited rights. The Government is not liable for the disclosure, use, or reproduction

of such data.

(2) If the unmarked data has not been disclosed without restriction outside the Government, the

Contractor may request, within 6 months (or a longer time approved by the Contracting Officer in
writing for good cause shown) after delivery of the data, permission to have authorized notices

placed on the data at the Contractor’s expense. The Contracting Officer may agree to do so if the

Contractor-

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability for the disclosure, use, or reproduction of

any data made prior to the addition of the notice or resulting from the omission of the notice.

(3) If data has been marked with an incorrect notice, the Contracting Officer may-

(i) Permit correction of the notice at the Contractor’s expense if the Contractor identifies the data

and demonstrates that the correct notice is authorized; or

(ii) Correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) The Contractor may withhold from delivery qualifying limited rights data or restricted computer

software that are not data identified in paragraphs (b)(1)(i), (ii), and (iii) of this clause. As a

condition to this withholding, the Contractor shall-

(i) Identify the data being withheld; and

(ii) Furnish form, fit, and function data instead.

(2) Limited rights data that are formatted as a computer database for delivery to the Government

shall be treated as limited rights data and not restricted computer software.

(3) [Reserved]

(h) Subcontracting. The Contractor shall obtain from its subcontractors all data and rights therein

necessary to fulfill the Contractor’s obligations to the Government under this contract. If a

subcontractor refuses to accept terms affording the Government those rights, the Contractor shall

promptly notify the Contracting Officer of the refusal and shall not proceed with the subcontract

award without authorization in writing from the Contracting Officer.

(i) Relationship to patents or other rights. 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.

(End of clause)

Alternate I (Dec 2007). As prescribed in 27.409 (b)(2), substitute the following definition for "limited

rights data" in paragraph (a) of the basic clause:

Limited rights data means data, other than computer software, developed at private expense that

embody trade secrets or are commercial or financial and confidential or privileged.
Alternate II (Dec 2007). As prescribed in 27.409 (b)(3), insert the following paragraph (g)(3) in the

basic clause:

(g)(3) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the

delivery of limited rights data, or the Contracting Officer may require by written request the delivery

of limited rights data that has been withheld or would otherwise be entitled to be withheld. If

delivery of that data is required, the Contractor shall affix the following "Limited Rights Notice" to

the data and the Government will treat the data, subject to the provisions of paragraphs (e) and (f) of

this clause, in accordance with the notice:

Limited Rights Notice (Dec 2007)

(a) These data are submitted with limited rights under Government Contract No. _____ (and

subcontract ______, if appropriate). These data may be reproduced and used by the Government with

the express limitation that they will not, without written permission of the Contractor, be used for

purposes of manufacture nor disclosed outside the Government; except that the Government may

disclose these data outside the Government for the following purposes, if any; provided that the

Government makes such disclosure subject to prohibition against further use and disclosure:

[Agencies may list additional purposes as set forth in 27.404-2(c)(1) or if none, so state.]

(b) This notice shall be marked on any reproduction of these data, in whole or in part.

(End of notice)

Alternate III (Dec 2007). As prescribed in 27.409 (b)(4), insert the following paragraph (g)(4) in the

basic clause:

(g)(4)(i) Notwithstanding paragraph (g)(1) of this clause, the contract may identify and specify the

delivery of restricted computer software, or the Contracting Officer may require by written request

the delivery of restricted computer software that has been withheld or would otherwise be entitled

to be withheld. If delivery of that computer software is required, the Contractor shall affix the

following "Restricted Rights Notice" to the computer software and the Government will treat the

computer software, subject to paragraphs (e) and (f) of this clause, in accordance with the notice:

Restricted Rights Notice (Dec 2007)

(a) This computer software is submitted with restricted rights under Government Contract No.

_______ (and subcontract ________, if appropriate). It may not be used, reproduced, or disclosed by

the Government except as provided in paragraph (b) of this notice or as otherwise expressly stated

in the contract.

(b) This computer software may be-

(1) Used or copied for use with the computer(s) for which it was acquired, including use at any

Government installation to which the computer(s) may be transferred;

(2) Used or copied for use with a backup computer if any computer for which it was acquired is

inoperative;

(3) Reproduced for safekeeping (archives) or backup purposes;

(4) Modified, adapted, or combined with other computer software, provided that the modified,

adapted, or combined portions of the derivative software incorporating any of the delivered,
restricted computer software shall be subject to the same restricted rights;

(5) Disclosed to and reproduced for use by support service Contractors or their subcontractors in

accordance with paragraphs (b)(1) through (4) of this notice; and

(6) Used or copied for use with a replacement computer.

(c) Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is

licensed to the Government with the minimum rights set forth in paragraph (b) of this notice.

(d) Any other rights or limitations regarding the use, duplication, or disclosure of this computer

software are to be expressly stated in, or incorporated in, the contract.

(e) This notice shall be marked on any reproduction of this computer software, in whole or in part.

(End of notice)

(ii) Where it is impractical to include the Restricted Rights Notice on restricted computer software,

the following short-form notice may be used instead:

Restricted Rights Notice Short Form (Jun 1987)

Use, reproduction, or disclosure is subject to restrictions set forth in Contract No. _______ (and

subcontract, if appropriate) with ________ (name of Contractor and subcontractor).

(End of notice)

(iii) If restricted computer software is delivered with the copyright notice of 17 U.S.C. 401, it will be

presumed to be licensed to the Government without disclosure prohibitions, with the minimum

rights set forth in paragraph (b) of this clause.

Alternate IV (Dec 2007). As prescribed in 27.409 (b)(5), substitute the following paragraph (c)(1) for

paragraph (c)(1) of the basic clause:

(c) Copyright-(1) Data first produced in the performance of the contract. Except as otherwise

specifically provided in this contract, the Contractor may assert copyright in any data first produced

in the performance of this contract. When asserting copyright, the Contractor shall affix the

applicable copyright notice of 17 U.S.C. 401 or 402, and an acknowledgment of Government

sponsorship (including contract number), to the data when such data are delivered to the

Government, as well as when the data are published or deposited for registration as a published

work in the U.S. Copyright Office. For data other than computer software, the Contractor grants to

the Government, and others acting on its behalf, a paid-up, nonexclusive, irrevocable, worldwide

license for all such data to reproduce, prepare derivative works, distribute copies to the public, and

perform publicly and display publicly, by or on behalf of the Government. For computer software,

the Contractor grants to the Government and others acting on its behalf, a paid-up, nonexclusive,

irrevocable, worldwide license for all such computer software to reproduce, prepare derivative

works, and perform publicly and display publicly (but not to distribute copies to the public), by or on

behalf of the Government.

Alternate V (Dec 2007). As prescribed in 27.409 (b)(6), add the following paragraph (j) to the basic

clause:

(j) The Contractor agrees, except as may be otherwise specified in this contract for specific data
deliverables listed as not subject to this paragraph, that the Contracting Officer may, up to three

years after acceptance of all deliverables under this contract, inspect at the Contractor’s facility any

data withheld pursuant to paragraph (g)(1) of this clause, for purposes of verifying the Contractor’s

assertion of limited rights or restricted rights status of the data or for evaluating work performance.

When the Contractor whose data are to be inspected demonstrates to the Contracting Officer that

there would be a possible conflict of interest if a particular representative made the inspection, the

Contracting Officer shall designate an alternate inspector.

Parent topic: 52.227 [Reserved]