Dept. of Energy


    Exhibit
      10.19

     

                                                                                    
      Department
      of Energy

    
      Office
        of
        Science

      Chicago
        Office

      9800
        South Cass Avenue

      Argonne,
        Illinois 60439

      


    

     

    Mr.
      Kenneth E. Lyon, Vice. President 

    Altair
      Nanotechnologies, Inc.

    204
      Edison Way

    Reno,
      NV
      89509

     

    Dear
      Mr.
      Lyon:

    


    SUBJECT:    NEW
      GRANT NO.
      DE-FG02-06ER64250

     

    Enclosed
      for your review and acknowledgement are two signed copies of the subject grant
      amendment (A000)
      which provides DOE support as shown therein. If the amendment is acceptable,
      please have both copies
      signed and dated on behalf of your organization and return one fully
      acknowledged copy to me . within
      fifteen days of your receipt of this letter. You may retain the other fully
      signed copy for your records.

     

    Please
      be
      advised that by acceptance of the subject award, recipients are responsible
      for
      compliance with the
      "National Policy Assurances To Be Incorporated as Award Terms (July 2005),"
      which includes the new
      research misconduct requirement, as prescribed at 10 CFR Part 600.31. To review
      the National Policy
      Assurances, please access the Applicant and Recipient Page at http://grants.pr.doe.gov.

     

    10
      CFR
      Part 1040, Nondiscrimination in Federally Assisted Programs, is applicable
      to
      this award. To assist you in complying with this requirement, brochures entitled
      "Your Rights Under Title VI of the Civil
      Rights Act of 1964" and "Nondiscrimination on the Basis of Sex in Federally
      Assisted Programs" are
      enclosed along with posters entitled "Equal Employment Opportunity is the Law"
      and "Equal Opportunity:
      It's the Law!", which should be displayed in a prominent location. The full
      text
      of 10 CFR 1040
      is
      available on the Internet at:

     

    http://www.access.gpo.gov/nara/cfr/waisiclx
      00/10 cfr1040_00.html

     

    Additional
      copies of the poster entitled "Equal Employment Opportunity is the Law" can
      be
      obtained from
      the
      DOE Contracting Officer or at the following Internet address:

     

    http://www.dol.gov/eseregshoun
      liance/posters/eeo.htm

     

    Additional
      copies of the EEO poster entitled "Equal Opportunity: It's the Law!" can be
      obtained from the DOE Contracting Officer or at the following Internet
      address:

     

    http://www.ht.doe.gov/ed/PUBS/Equal.pdf.

     

    It
      is the
      Department of Energy's (DOE) policy to eliminate fraud, waste, and abuse in
      DOE
      programs and to ensure that corrective action is taken when such acts of
      misconduct are uncovered. As a DOE award recipient,
      such violations should also be of concern to you and your employees. DOE is
      requesting, from its
      awardees, voluntary compliance and cooperation to help eliminate such violation
      by displaying the enclosed
      poster in a conspicuous location in your facilities. You may reproduce the
      poster if additional copies
      are needed.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Mr.
      Kenneth E. Lyon 

     

    All
      scientific/technical reports must be submitted electronically via the DOE Energy
      Link System (E-Link)
      which is accessible through the Internet at http://www.osti.gov/elink-2413.
      Refer to the Federal Assistance Reporting Checklist and Instructions for more
      detailed instructions regarding the applicable reporting requirements under
      this
      agreement.

     

    Detailed
      guidance regarding the required contents and format of scientific/technical
      reports is provided in. DOE Directive, DOE G 241.1-1A, entitled, "Guide to
      the
      Management of Scientific and Technical Information".
      This guide can be accessed by selecting the link identified by the directive's
      title on the E-Link
      website at http://www.osti.gov/elink-2413.
      If
      you
      have any questions using E-Link, please contact Kathy Waldrop, Office' of
      Scientific and Technical Information, at (865) 576-1223 or by e-mail at
      241user@osti.gov.

     

    To
      assist
      you in complying with the lobbying provisions applicable to this DOE financial
      assistance award, the Department has developed a lobbying brochure entitled,
      "What You Should Know As A Federal Employee, Contractor, Cooperative Agreement
      Participant, or Grantee", which provides an overview
      of lobbying policies. The brochure is available on the DOE Financial Assistance
      Home Page at: http://professionals.pr.doe.gov/.
      Click
      on
      "Regulations & Guidance" under "Financial Assistance".

     

    If
      you
      have any questions regarding the above, please contact me via one of the
      following methods:

     

    Telephone: (630)
      252-2338

    Facsimile: (630)
      252-5045

    E-mail: michael.hill@ch.doe.gov

     

    If
      you
      have any comments concerning the quality or timeliness of our service, please
      contact Mr. Eric Simpson,
      Acting Director, Operations Division, Office of Acquisition and Assistance.
      He
      can be reached at
      (630)
      252-2108 or at eric.simpson@ch.doe.gov.

     

    
      	 	
              Sincerely, 

               

              /s/Michael
                D. Hill

               

              
                Michael
                  D. Hill, Contract Specialist 

                Operations
                  Division

                Office
                  of Acquisition and Assistance

              

            


    

     

    
    

    Enclosures:

    1. Amendment
      No. A000

    2. DOE-IG
      Poster

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Amendment
                No. A000 to

              Grant
                No. DFG02-06ER64250

              Page
                No. 2 of 2 

            


    

     

    19.
      REMARKS (Continued)

     

    The
      following terms and conditions are. made a part hereof:

     

    
      	 	
              a.

            	
              The
                Budget Page, attached hereto, which sets forth the approved
                budget;

            


    

     

    
      	 	
              b.

            	
              The
                Special Terms and Conditions for Grants and Cooperative Agreements,
                coded
                Special
                T&C/0506, attached hereto;

            


    

     

    
      	 	
              c.

            	
              The
                Federal Assistance Reporting Checklist and Instructions, dated MAY
                2006,
                attached hereto;

            


    

     

    
      	 	
              d.

            	
              the
                Intellectual Property Provisions (GSB-1003) — Grant — Research,
                Development, or Demonstration
                — Domestic Small Businesses, attached
                hereto;

            


    

     

    
      	 	
              e.

            	
              CEILING
                ON INDIRECT COST RATES

            


    

     

    Notwithstanding
      the provisions set forth in 10 CFR Part 600, Section 600.317, reimbursement
      to the awardee for allowable and allocable indirect costs shall be subject
      to
      the
      following ceiling rate(s) and base(s):

     

    
      	
              Indirect
                Cost Category

            	
              Ceiling
                Rate

            	
              Base
                

            
	
               

              Facilities
                Overhead

            	
               

              39.5%

            	
               

              Direct
                Labor

            
	
               

              General
                & Administrative

            	
               

              104.7%

            	
               

              Total
                Cost Input (less Equipment,
                Subcontracts
                and Facilities
                Overhead)

            


    

     

    The
      ceiling rate(s) and base(s) listed above shall apply to each of the awardee's
      fiscal years
      during which costs were incurred in performance of this award. Any indirect
      costs in
      excess
      of those incurred applying the above ceiling rate(s) and base(s) shall be
absorbed
      by the awardee without reimbursement by the Government under any other
grant,
      cooperative agreement or contract.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Special
      Terms and Conditions for Grants and Cooperative Agreements


     

    Table
      of Contents 

     

    
      	
               

              Number        Subject

            	
               

              Page

            


    

    
      	
               

              1.

            	
               

              RESOLUTION
                OF CONFLICTING CONDITIONS

            	
               

              2

            
	
              2.

            	
              PAYMENT
                PROCEDURES

            	
              2

            
	
              3.

            	
              INCREMENTAL
                FUNDING AND MAXIMUM OBLIGATION

            	
              3

            
	
              4.

            	
              REBUDGETING
                AND RECOVERY OF INDIRECT COSTS

            	
              3

            
	
              5.

            	
              STATEMENT
                OF FEDERAL STEWARDSHIP

            	
              4

            
	
              6.

            	
              STATEMENT
                OF SUBSTANTIAL INVOLVEMENT

            	
              4

            
	
              7.

            	
              SITE
                VISITS

            	
              4

            
	
              8.

            	
              REPORTING
                REQUIREMENTS

            	
              4

            
	
              9.

            	
              PUBLICATIONS
                (OCT 2004)

            	
              4

            
	
              10.

            	
              FEDERAL,
                STATE, AND MUNICIPAL REQUIREMENTS

            	
              4

            
	
              11.

            	
              INTELLECTUAL
                PROPERTY PROVISIONS AND CONTACT INFORMATION

            	
              5

            
	
              12.

            	
              NATIONAL
                SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN AWARD

            	
              5

            
	
              13.

            	
              CONTINUATION
                APPLICATION AND FUNDING (DEVIATION - MAY 2006)

            	
              5

            
	
              14.

            	
              LOBBYING
                RESTRICTIONS

            	
              6

            
	
              15.

            	
              NOTICE
                REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND
                PRODUCTS -- SENSE OF CONGRESS

            	
               6

            


    

     

    
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    Special
      Terms and Conditions for Use in Most Grants and Cooperative
      Agreements

     

    
      	
              1.

            	
              RESOLUTION
                OF CONFLICTING CONDITIONS

            


    

     

    Any
      apparent inconsistency between Federal statutes and regulations and the terms
      and conditions contained in this award
      must be referred to the DOE Award Administrator identified
      in Block 12 of the Notice of Financial Assistance Award for
      guidance.

     

    
      	
              2.

            	
              PAYMENT
                PROCEDURES

            


    

     

    
      	  q a.   	
              ALTERNATE
                1- ADVANCES
                THROUGH TEE AUTOMATED STANDARD APPLICATION FOR PAYMENTS (ASAP)
                SYSTEM

            


    

     

    
      
        
          	                        (1)  	
                  Method
                    of Payment. Payment
                    will be made by advances
                    through the Department of Treasury's ASAP
                    system.

                


        

         

      

      
        
          	                        (2)      
                  	
                  Requesting
                    Advances. Requests
                    for advances must be made through the ASAP system. You may submit
                    requests
                    as frequently as required to meet your needs to disburse funds
                    for the
                    Federal share of project costs. If feasible, you should time
                    each request
                    so that you receive payment on the same day that you disburse
                    funds for
                    direct project costs and the proportionate share of any allowable
                    indirect
                    costs. If same-day transfers are not feasible, advance payments
                    must be as
                    close as is administratively feasible to actual
                    disbursements.

                


        

      

       

      
        
          
            	                        (3)      	
                    Adjusting
                      payment requests for available cash. You
                      must disburse any funds that are available from
                      repayments to and interest earned on a revolving
                      fund, program income, rebates, refunds, contract settlements,
                      audit
                      recoveries, credits, discounts,
                      and interest earned on any of those funds before requesting
                      additional
                      cash payments from
                      DOE/NNSA.

                  


          

        

      

       

      
        
          
            	                        (4)      
                    	
                    Payments.
                      All
                      payments are made by electronic funds
                      transfer to the bank account identified on the
                      ASAP Bank Information Form that you filed with
                      the U.S. Department of Treasury.

                  


          

           

          
            
                x
                b.  ALTERNATE
                2 — REIMBURSEMENT
                THROUGH
                THE AUTOMATED STANDARD APPLICATION FOR PAYMENTS (ASAP)
                SYSTEM

            

          

           

        

      

    

    
      	                        (1)      
              	
              Method
                of Payment. Payment
                will be made by reimbursement
                through the Department of Treasury's
                ASAP system.

            


    

     

    
      
        
          	                        (2)      
                  	
                  
                    Requesting
                      Reimbursement. Requests
                      for reimbursements
                      must be made through the ASAP system.
                      Your requests for reimbursement should coincide with your normal
                      billing
                      pattern, but not more frequently than every two weeks. Each
request
                      must be limited to the amount of disbursements
                      made for the federal share of direct project
                      costs and the proportionate share of allowable
                      indirect costs incurred during that billing
                      period.

                  

                


        

      

       

      
        
          
            	                        (3)      	
                    Adjusting
                      payment requests for available cash. You
                      must disburse any funds that are available from
                      repayments to and interest earned on a revolving
                      fund, program income, rebates, refunds, contract settlements,
                      audit
                      recoveries, credits, discounts,
                      and interest earned on any of those funds before requesting
                      additional
                      cash payments from
                      DOE/NNSA.

                  


          

        

      

       

      
        
          
            	                        (4)      
                    	
                    Payments.
                      All
                      payments are made by electronic funds
                      transfer to the bank account identified on the
                      ASAP Bank Information Form that you filed with
                      the U.S. Department of
                      Treasury.

                  


          

        

      

      
         

      

      
        	  q c.       
                	
                ALTERNATE
                  3 - REIMBURSEMENT
                  THROUGH THE AUTOMATED CLEARING HOUSE (ACH) VENDER INQUIRY PAYMENT
                  ELECTRONIC REPORTING SYSTEM
                  (VIPERS)

              


      

    

     

    
      
        	                        (1)      
                	
                
                  Method
                    of Payment. Payment
                    will be made by reimbursement through
                    ACH.

                

              


      

    

     

    
      
        
          
            	                        (2)      
                    	
                    
                      Requesting
                        Reimbursement. Requests
                        for reimbursements must be made electronically through Department
                        of
                        Energy's Oak Ridge Financial Service Center (ORFSC) VIPERS.
                        To access and
                        use VIPERS, you must enroll at https://finweb.oro.doe.gov/vipers.htm.
                        Detailed
                        instructions on how to enroll are provided on the web
                        site.

                    

                  


          

        

      

    

     

                 
      For non-construction awards, you must submit a Standard Form (SF) 270, "Request
      for Advance or Reimbursement" at

     

    
      
        
          
            
              	                                 
                             	
                      
                        https://finweb.oro.doe.gov/vipers.htm
                          and
                          attach a file
                          containing appropriate supporting documentation. The file
                          attachment must
                          show the total federal share claimed on the SF 270, the
                          non-federal share
                          claimed for the billing period if cost sharing is required,
                          and cumulative
                          expenditures to date (both Federal and non-Federal) for
                          each of the
                          following categories: salaries/wages and fringe benefits;
                          equipment;
                          travel; participant/training support costs, if any; other'
                          direct costs,
                          including subawards/contracts; and indirect costs. For
                          construction
                          awards, you must submit a SF 271,"Outlay
                          Report and Request for Reimbursement for Construction Programs,"
                          through
                          VIPERS.

                      

                    


            

          

        

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            	                        (3)      	
                    
                      Timing
                        of submittals. Submittal
                        of the SF 270 or SF 271 should coincide with your normal
                        billing pattern,
                        but not more frequently than every two weeks. Requests for
                        reimbursement
                        must be limited
                        to the amount of disbursements made during
                        the billing period for the federal share of direct project
                        costs and the
                        proportionate share of any allowable indirect costs incurred
                        during that
                        billing period.

                    

                  


          

        

      

       

      
        
          
            
              	                        (4)      
                      	
                      
                        Adjusting
                          payment requests for available cash. You
                          must disburse any funds that are available from
                          repayments to and interest earned on a revolving
                          fund, program income, rebates, refunds, contract settlements,
                          audit
                          recoveries, credits, discounts, and interest earned on
                          any of those funds
                          before requesting additional cash payments from
                          DOE/NNSA.

                      

                    


            

          

        

      

      
        
           

          
            
              
                
                  
                    	                        (5)      
                            	
                            
                              
                                Payments.
                                  The
                                  DOE approving official will approve the invoice
                                  as soon as practicable but
                                  not later than 30 days after your request is received,
                                  unless the billing
                                  is improper. Upon receipt of an invoice
                                  payment authorization from the DOE approving
                                  official, the ORFSC will disburse payment to you.
                                  You may check the status
                                  of your payments at the VIPER web site. All payments
                                  are made by
                                  electronic funds transfer to the
                                  bank account identified on the ACH Vendor/Miscellaneous
                                  Payment Enrollment
                                  Form (SF
                                  3881) that you
                                  filed.

                              

                            

                          


                  

                

              

            

          

        

      

    

     

    
      
        	  q d.       
                	
                ALTERNATE
                  4 -
                  REIMBURSEMENT THROUGH THE AUTOMATED CLEARING HOUSE
                  (ACH)

              


      

    

     

    
      
        
          	                        (1)      
                  	
                  
                    Method
                      of Payment. Payment
                      will be made by reimbursement through
                      ACH.

                  

                


        

      

    

     

    
      
        
          
            
              	                        (2)      
                      	
                      
                        Requesting
                          Reimbursement. For
                          non-construction
                          awards, you must submit a Standard Form (SF) 270, "Request
                          for Advance or
                          Reimbursement"
                          and appropriate supporting documentation
                          to the address listed below. The supporting
                          documentation must show the total federal
                          share claimed on the SF 270, the non-federal share claimed
                          for the billing
                          period if cost sharing
                          is required, and cumulative expenditures to
                          date (both Federal and non-Federal) for each of the following
                          categories:
                          salaries/wages and fringe benefits; equipment; travel;
                          participant/training support costs, if any; other direct
                          costs, including
                          subawards/contracts; and indirect costs. For construction
                          awards, you must
                          submit a SF 271, "Outlay
                          Report and Request for Reimbursement for
                          Construction Programs,"
                          to:

                      

                    


            

          

        

      

    

     

    U.S.
      Department of Energy

    Oak
      Ridge
      Financial Service Center P.O. Box (TBD)

    Oak
      Ridge, TN 37831

    
       

      
        
          
            
              	                        (3)      	
                      
                        
                          Timing
                            of submittals. Submittal
                            of the SF 270 or SF
                            271 should coincide with your normal billing pattern,
                            but not more frequently than every two weeks.
                            Requests for reimbursement must be limited
                            to the amount of disbursements made during
                            the billing period for the federal share of direct
                            project costs and the proportionate share of any
                            allowable indirect costs incurred during that billing
                            period.

                        

                      

                    


            

             

          

        

      

    

    
      
        
          
            
              	                        (4)      
                      	
                      
                        
                          Adjusting
                            payment requests for available cash. You
                            must disburse any funds that are available from
                            repayments to and interest earned on a revolving
                            fund, program income, rebates, refunds, contract settlements,
                            audit
                            recoveries, credits, discounts, and interest earned on
                            any of those funds
                            before requesting additional cash payments from
                            DOE/NNSA.

                        

                      

                    


            

          

        

      
 

    
      
        
          
            
              
                
                  	                        (5)      
                          	
                          
                            
                              
                                Payments.
                                  The
                                  DOE approving official will approve the invoice
                                  as soon as practicable but
                                  not later than 30 days after your request is received,
                                  unless the billing
                                  is improper. Upon receipt of an invoice
                                  payment authorization from the DOE approving
                                  official, the DOE Oak Ridge Financial Service Center
                                  (ORFSC) will disburse
                                  payments to you. All payments are made by electronic
                                  funds transfer
                                  to the bank account identified on the ACH Vendor/Miscellaneous
                                  Payment
                                  Enrollment Form (SF
                                  3881) that you
                                  filed.

                              

                            

                          

                        


                

              

            

          

        

      

    

     

    
      
        	
                3.

              	
                INCREMENTAL
                  FUNDING AND MAXIMUM
                  OBLIGATION

              


      

    

     

    
      	  q a.   	
              ALTERNATE
                1— DIFFERENT
                BUDGET PERIOD
                AND PROJECT
                PERIOD

            


    

     

    
      
        	                 	
                If
                  at any time during the award a budget period is funded on an incremental
                  basis, the maximum obligation
                  of the DOE/NNSA is limited to the amount shown
                  in Block 16.b.(3) " CUMULATIVE DOE OBLIGATIONS
                  Project Period to Date" on the Notice
                  of Financial Assistance Award. You are not obligated
                  to continue performance of the project beyond
                  the total amount shown in Block 16;b.(3) and your pro rata share
                  of the
                  project costs, if cost sharing is required. Subject to the availability
                  of
                  additional funds, DOE anticipates obligating the total amount shown
                  in
                  Block 16.a.(4) for the current budget
                  period

              


      

    

    
       

      
        
          	  q b.       
                  	
                  ALTERNATE
                    2 — COEXTENSIVE
                    BUDGET PERIOD AND PROJECT
                    PERIOD

                


        

      

    

     

    
      
        
          	                 	
                  This award is funded on an
                    incremental
                    basis. The maximum
                    obligation of the DOE/NNSA is limited to the
                    amount shown in Block 16.b.(3) " CUMULATIVE DOE OBLIGATIONS Project
                    Period
                    to Date" on the Notice of Financial Assistance Award. You are
                    not
                    obligated to continue performance of the
                    project beyond the total amount shown in Block 16.b.(3)
                    and your pro rata share of the project costs, if cost
                    sharing is required. Additional funding is contingent upon the
                    availability of appropriated funds and substantial progress towards
                    meeting the objectives of the
                    award.

                


        

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          	
                  4.

                	
                  
                    REBUDGETING
                      AND RECOVERY OF INDIRECT
                      COSTS

                  

                


        

        
           

          
            	 	
                    a.

                  	
                    
                      If
                        actual allowable indirect costs are less than those budgeted
                        and funded
                        under the award, you may use the difference to pay additional
                        allowable
                        direct costs during the project period. If at the completion
                        of the award
                        the Government's share of total allowable costs (i.e., direct
                        and
                        indirect), is less than the total costs reimbursed, you must
                        refund the
                        difference.

                    

                  


          

          
             

            
              	 	
                      b.

                    	
                      
                        Recipients
                          are expected to manage their indirect costs. DOE will not
                          amend an award
                          solely to provide additional funds for changes in indirect
                          cost rates (See
                          "Incremental Funding and Maximum Obligation article). DOE
                          recognizes that
                          the inability to obtain full reimbursement for indirect
                          costs means the
                          recipient must absorb the underrecovery. Such underrecovery
                          may be
                          allocated as part of the organization's required cost
                          sharing.

                      

                    


            

             

          

        

      

    

    
      	
              5.

            	
              STATEMENT
                OF FEDERAL STEWARDSHIP

            


    

     

    DOE/NNSA
      will
      exercise normal Federal stewardship in overseeing the project activities
      performed under this award. Stewardship activities include, but are not limited
      to, conducting site visits; reviewing performance and financial reports;
      providing technical assistance and/or temporary intervention in unusual
      circumstances to correct deficiencies which develop during the project; assuring
      compliance with terms and conditions; and reviewing technical performance after
      project completion to insure that the award objectives have been
      accomplished.

    
       

      
        	
                6.

              	
                STATEMENT
                  OF SUBSTANTIAL INVOLVEMENT (Applicable
                  only
                  if
                  this is a cooperative
                  agreement)

              


      

    

     

    A
      Statement of Substantial Involvement applicable to this cooperative agreement
      is
      provided as an attachment to this award.

     

    
      	
              7.

            	
              SITE
                VISITS

            


    

     

    DOE/NNSA's
      authorized representatives have the right to make
      site
      visits at reasonable times to review project accomplishments
      and management control systems and to provide
      technical assistance, if required. You must provide, and must require your
      subawardees to provide, reasonable access to facilities, office space,
      resources, and assistance for
      the
      safety and convenience of the government representatives
      in the performance of their duties. All site visits and evaluations must be
      performed in a manner that does not unduly interfere with or delay the
      work.

    
       

      
        	
                8.

              	
                REPORTING
                  REQUIREMENTS

              


      

    

     

    
      	 	
              a.

            	
              Requirements.
                The
                reporting requirements for this award are identified on the Federal
                Assistance Reporting
                Checklist, DOE F 4600.2, attached to this
                award. Failure to comply with these reporting requirements is considered
                a
                material noncompliance
                with the terms of the award. Noncompliance
                may result in withholding of future payments,
                suspension or termination of the current award,
                and withholding of future awards. A willful failure
                to perform, a history of failure to perform, or
                unsatisfactory performance of this and/or other financial
                assistance awards, may also result in a debarment
                action to preclude future awards by Federal
                agencies.

            


    

     

    
      	 	
              b.

            	
              Dissemination
                of scientific/technical reports. Scientific/technical
                reports submitted under this award
                will be disseminated on the Internet via the DOE
                Information Bridge (www.osti.gov/bridge),
                unless
                the report contains patentable material, protected data or SBIR/STTR
                data.
                In addition, these reports must not contain any limited rights
                data
                (proprietary data), classified information, information subject to
                export
                control classification, or
                other information not subject to release. Citations
                for journal articles produced under the award will appear on the
                DOE
                Energy Citations Database
                (www.osti.gov/energycitations).

            


    

     

    
      
        
          	
                  9.

                	
                  PUBLICATIONS
                    (OCT 2004)

                


        

      

    

     

    
      	 	
              a.

            	
              You
                are encouraged to publish or otherwise make publicly
                available the results of the work conducted under the
                award.

            


    

     

    
      	 	
              b.

            	
              An
                acknowledgment of Federal support and a disclaimer
                must appear in the publication of any material, whether copyrighted
                or
                not, based on or developed under this project, as
                follows:

            


    

     

    Acknowledgment:
      "This
      material is based upon
      work
      supported by the Department of Energy
      [National Nuclear Security Administration] [add name(s) of other agencies,
      if
      applicable] under Award Number(s) [enter the award number(s)]."

     

    Disclaimer:
      "This
      report was prepared as an account of work sponsored by an agency of the United
      States Government. Neither the United States Government nor any agency thereof,
      nor any of their employees, makes any warranty, express or implied, or assumes
      any legal liability or responsibility for the accuracy, completeness, or
      usefulness of any information,
      apparatus, product, or process disclosed,
      or represents that its use would not infringe privately owned rights. Reference
      herein to any specific commercial product,process,
      or service by trade name, trademark, manufacturer, or otherwise does not
      necessarily constitute or imply its endorsement, recommendation, or favoring
      by
      the United States Government or any agency thereof. The views and
      opinions of authors expressed herein do not necessarily
      state or reflect those of the United States Government or any agency
      thereof"

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	
                    10.

                  	
                    FEDERAL,
                      STATE, AND MUNICIPAL REQUIREMENTS

                  


          

        

      

    

     

    You
      must
      obtain any required permits and comply with applicable federal, state, and
      municipal laws, codes, and regulations for work performed under this
      award.

     

    
      
        
          
            
              	
                      11.

                    	
                      INTELLECTUAL
                        PROPERTY PROVISIONS AND CONTACT
                        INFORMATION

                    


            

          

        

      

    

     

    
      	 	
              a.

            	
              The
                intellectual property provisions applicable to this award are provided
                as
                an attachment to this award or are referenced in Block 19 of the
                Notice of
                Financial Assistance Award.

            


    

     

    
      	 	
              b.

            	
              Questions
                regarding intellectual property matters should
                be referred to the Patent Counsel designated as the
                service provider for the DOE office that issued the • award. The IP
                Service Providers List is found at http://www.gc.doe.gov/gcmain.html.
                Click
                on Intellectual Property and Laboratory Partnering, and then click
                on IP
                Service Providers List. .

            


    

     

    
      
        
          
            
              
                	
                        12.

                      	
                        NATIONAL
                          SECURITY: CLASSIFIABLE RESULTS ORIGINATING
                          UNDER AN
                          AWARD (Applicable only
                          if
                          this is a research
                          award.)

                      


              

            

          

        

      

    

     

    
      	 	
              a.

            	
              This
                award is intended for unclassified, publicly releasable research.
                You will
                not be granted access to classified
                information. DOE/NNSA does not expect that
                the results of the research project will involve classified information.
                Under certain circumstances, however, a classification review of
                information originated under the award may be required. The Department
                may
                review may review research work generated under this award at any
                time to
                determine if it requires
                classification.

            


    

     

    
      	 	
              b.

            	
              Executive
                Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific
                research information not clearly related to the national security
                shall
                not be classified. Nevertheless, some information concerning (among
                other
                things) scientific, technological, or economic matters relating to
                national security or cryptology may require classification. If you
                originate information
                during the course of this award that you believe
                requires classification, you must
                promptly:

            


    

     

    
      
        	 	
                (1)

              	
                Notify
                  the DOE Project Officer identified in Block
                  11 and the DOE Award Administrator identified
                  in Block 12 of the Notice of Financial Assistance
                  Award;

              


      

    

     

    
      	 	
              (2)

            	
              Submit
                the information by registered mail directly
                to the Director, Office of Classification
                and Information Control, SO-10.2; U.S. Department of Energy; P.O.
                Box A;
                Germantown,
                MD 20875-0963, for classification
                review.

            


    

     

    
      	 	
              (3)

            	
              Restrict
                access to the information to the maximum
                extent possible until you are informed
                that the information is not classified,
                but no longer than 30 days after receipt by the Director, Office
                of
                Classification and Information
                Control

            


    

     

    
      
        	 	
                c.

              	
                If
                  you originate information concerning the production or utilization
                  of
                  special nuclear material (i.e., plutonium, uranium enriched in
                  the isotope
                  233 or 235, and any other material so determined under section
                  51 of the
                  Atomic Energy Act) or nuclear energy, you
                  must:

              


      

       

      
        
          
            	 	
                    (1)

                  	
                    Notify
                      the DOE Project Officer identified in Block
                      11 and the DOE Award Administrator identified
                      in Block 12 of the Notice of Financial Assistance
                      Award.

                  


          

        

      

       

    

    
      	 	
              (2)

            	
              Submit
                the information by registered mail directly to the Director, Office
                of
                Classification and Information Control, SO-10.2;
                U.S. Department of Energy; P. 0. Box
                A; Germantown, MD 20875-0963 for classification review within 180
                days of
                the date the recipient first discovers or first has reason to believe
                that
                the information is useful in such production or
                utilization.

            


    

     

    
      	 	
              (3)

            	
              Restrict
                access to the information to the maximum extent possible until you
                are
                informed
                that the information is not classified,
                but no longer than 90 days after receipt by the Director, Office
                of
                Classification and Information
                Control.

            


    

     

    
      
        
          	 	
                  d.

                	
                  If
                    DOE determines any of the information
                    requires classification, you agree that the Government may terminate
                    the
                    award by mutual agreement in accordance with 10 CFR 600.25(d).
                    All
                    material deemed to be classified must be forwarded to the DOE,
                    in a manner
                    specified by DOE.

                


        

      

    

    
       

      
        
          
            	 	
                    e.

                  	
                    If
                      DOE does not respond within the specified
                      time periods, you are under no further obligation to restrict
                      access to
                      the information.

                  


          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          13.

                        	
                          CONTINUATION
                            APPLICATION AND FUNDING (DEVIATION
                            - MAY
                            2006)

                        


                

              

            

          

        

      

    

    
       

      
        	 	
                a.

              	
                Continuation
                  Application. A continuation application is a non-competitive application
                  for an additional budget period within a previously approved project
                  period. At least 90 days before the end of each budget period,
                  you must
                  submit to the
                  DOE Project Officer identified in Block 11 of the Notice
                  of Financial Assistance Award your continuation application, which
                  includes the following
                  information:

              


      

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            	 	
                    (1)

                  	
                    
                      A
                        report on your progress towards meeting the objectives of
                        the project,
                        including any significant findings, conclusions, or developments,
                        and an
                        estimate of any unobligated balances remaining at the end
                        of the budget
                        period. If the remaining unobligated balance is estimated
                        to exceed 20
                        percent of the funds available for the budget period, explain
                        why the
                        excess funds have not been obligated and how they will be
                        used in the next
                        budget
                        period.

                    

                  


          

        

      

    

     

    
      
        
          
            
              	 	
                      (2)

                    	
                      
                        (i)  Awards
                          issued under 10 CFR Parts 602 and
                          605

                      

                    


            

          

        

      

    

     

    
      
        
          
            
              
                	 	
                         

                      	
                        
                          A
                            completed budget page and supporting justification
                            for the upcoming budget period when a change (increase
                            or decrease) to
                            anticipated future costs will exceed 25 percent of the
                            original
                            recommended
                            future budget or when a budget for the upcoming budget
                            period was not
                            approved at the
                            time of
                            award.

                        

                      


              

            

          

        

      

    

     

    
      
        
          
            
              
                	 	
                         

                      	
                        
                          (ii)  All
                            other
                            awards

                        

                      


              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 	
                           

                        	
                          
                            A
                              detailed budget and supporting justification for the
                              upcoming budget
                              period if additional funds are requested, a reduction
                              of funds is
                              anticipated, or a budget
                              for the upcoming budget period was not approved
                              at the time of
                              award.

                          

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                	 	
                        (3)

                      	
                        
                          
                            A
                              description of your plans for the conduct of the project
                              during the
                              upcoming budget period, if there
                              are changes from the DOE approved application.

                          

                        

                      


              

            

          

        

      

    

     

    
      
        
          	 	
                  b.

                	
                  Continuation
                    Funding. Continuation funding is contingent on (1) availability
                    of funds;
                    (2) substantial progress towards meeting the objectives of your
                    approved
                    application; (3) submittal of required reports; or
                    (4) compliance with the terms and conditions of the award.

                


        

      

    

     

    
      
        
          
            
              
                
                  	
                          14.

                        	
                          LOBBYING
                            RESTRICTIONS

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                               

                            	
                              By
                                accepting funds under this award, you agree that
                                none of the funds
                                obligated on the award shall be expended, directly
                                or indirectly, to
                                influence congressional action on any legislation
                                or appropriation matters
                                pending before Congress, other than to communicate
                                to Members of Congress
                                as described in 18 U.S.C. 1913. This restriction
                                is in addition to those
                                prescribed elsewhere in statute and
                                regulation.

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            15.

                          	
                            NOTICE
                              REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND
                              PRODUCTS -- SENSE OF
                              CONGRESS

                          


                  

                

              

            

          

        

      
 

    
      
        
          
            
              
                
                  
                    
                      	
                               

                            	
                              It
                                is the sense of the Congress that, to the greatest
                                extent practicable, all
                                equipment and products purchased with funds made
                                available under this
                                award should be American-made.

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        
          Federal
            Assistance Reporting Instructions (5/06)

           

          
            	
                    A.

                  	
                    MANAGEMENT
                      REPORTING Progress
                      Report

                  


          

           

        

        The
          Progress Report must provide a concise narrative assessment of the status
          of
          work and include the following information and any other information identified
          under Special Instructions on the Federal Assistance Reporting
          Checklist:

         

        
          	 	
                  1.

                	
                  The
                    DOE award number and name of the
                    recipient.

                


        

         

        
          	 	
                  2.

                	
                  The
                    project title and name of the project director/principal
                    investigator.

                


        

         

        
          	 	
                  3.

                	
                  Date
                    of report and period covered by the
                    report.

                


        

         

        
          	 	
                  4.

                	
                  A
                    comparison of the actual accomplishments with the goals and objectives
                    established for the period and reasons why the established goals
                    were not
                    met.

                


        

         

        
          	 	
                  5.

                	
                  A
                    discussion of what was accomplished under these goals during
                    this
                    reporting period, including major activities, significant results,
                    major
                    findings or conclusions,
                    key outcomes or other achievements. This
                    section should not contain any proprietary data or other
                    information not subject to public release. If such information
                    is important to reporting progress, do not include the information,
                    but
                    include a note in the report advising
                    the reader to contact the Principal Investigator or the Project
                    Director
                    for further information.

                


        

         

        
          	 	
                  6.

                	
                  Cost
                    Status. Show approved budget by budget period and actual costs
                    incurred.
                    If cost sharing is required break
                    out by DOE share, recipient share, and total costs.

                


        

         

        
          	 	
                  7.

                	
                  Schedule
                    Status. List milestones, anticipated completion dates and actual
                    completion dates. If you submitted a project management plan
                    with your
                    application, you must use this plan to report schedule and budget
                    variance. You may use your own project management system to provide
                    this
                    information.

                


        

         

        
          	 	
                  8.

                	
                  Any
                    changes in approach or aims and reasons for change.
                    Remember significant changes to the objectives and scope require
                    prior
                    approval by the contracting
                    officer.

                


        

         

        
          	 	
                  9.

                	
                  Actual
                    or anticipated problems or delays and actions taken or planned
                    to resolve
                    them.

                


        

         

        
          	 	
                  10.

                	
                  Any
                    absence or changes of key personnel or changes in consortium/teaming
                    arrangement.

                


        

         

        
          	 	
                  11.

                	
                  A
                    description of any product produced or technology transfer activities
                    accomplished during this reporting period, such
                    as:

                


        

         

        
          	 	a.	
                  Publications
                    (list journal name, volume, issue); conference papers; or other
                    public
                    releases of results. Attach or send copies of public releases
                    to the DOE
                    Project Officer identified in Block 11 of the Notice of Financial
                    Assistance Award.

                


          	 	 	 


          	 	
                  b.

                	
                  Web
                    site or other Internet sites that reflect the results of
                    this project.

                


        

         

        
          	 	
                  c.

                	
                  Networks
                    or collaborations fostered.

                


        

         

        
          	 	
                  d.

                	
                  Technologies/Techniques.

                


        

         

        
          	 	
                  e.

                	
                  Inventions/Patent
                    Applications.

                


        

         

        
          	 	
                  f.

                	
                  Other
                    products, such as data or databases, physical collections, audio
                    or video,
                    software or netware, models, educational aid or curricula, instruments
                    or
                    equipment.

                


        

         

        Special
          Status Report

         

        The
          recipient must report the following events by e-mail as soon as possible
          after
          they occur:

         

        
          	
                  1.

                	
                  Developments
                    that have a significant favorable impact on the
                    project.

                


        

         

        
          	
                  2.

                	
                  Problems,
                    delays, or adverse conditions which materially impair the recipient's
                    ability to meet the objectives of the award
                    or which may require DOE to respond to questions relating
                    to such events from the public The recipient must
                    report any of the following incidents and include the anticipated
                    impact
                    and remedial action to be taken to correct or resolve the
                    problem/condition:

                


        

         

        
          	 	
                  a.

                	
                  Any
                    single fatality or injuries requiring hospitalization of five
                    or more
                    individuals.

                


        

         

        
          	 	
                  b.

                	
                  Any
                    significant environmental permit
                    violation.

                


        

         

        
          	 	
                  c.

                	
                  Any
                    verbal or written Notice of Violation of any Environmental, Safety,
                    and
                    Health statutes.

                


        

         

        
          	 	
                  d.

                	
                  Any
                    incident which causes a significant process or hazard control
                    system
                    failure.

                


        

         

        
          	 	
                  e.

                	
                  Any
                    event which is anticipated to cause a significant schedule slippage
                    or
                    cost increase.

                


        

         

        
          	 	
                  f.

                	
                  Any
                    damage to Government-owned equipment in excess of
                    $50,000.

                


        

         

        
          	 	
                  g.

                	
                  Any
                    other incident that has the potential for high visibility in
                    the
                    media.

                


        

        
           

          
            	
                    B.

                  	
                    SCIENTIFIC/TECHNICAL
                      REPORTS

                  


          

           

          Final
            Scientific/Technical Report

        

         

        Content.
          The
          final
          scientific/technical report must include the following information and
          any other
          information identified under Special Instructions on the Federal Assistance
          Reporting Checklist:

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        
          
            	
                    1.

                  	
                    Identify
                      the DOE award number; name of recipient; project title; name
                      of project
                      director/principal investigator; and consortium/teaming
                      members.

                  


            	 	 


            	2.	
                    Display prominently on
                      the cover of the
                      report any authorized distribution limitation notices, such
                      as patentable
                      material or protected data. Reports delivered without such
                      notices may be
                      deemed to have been furnished with unlimited rights, and the
                      Government
                      assumes no liability for the disclosure, use or reproduction
                      of such
                      reports.

                  


            	 	 


            	3.	
                    Provide an executive summary,
                      which
                      includes a discussion of 1) how the research adds to the understanding
                      of
                      the area investigated; 2) the technical effectiveness and economic
                      feasibility of the methods. or techniques investigated or demonstrated;
                      or
                      3) how the project is otherwise of benefit to the public. The
                      discussion
                      should be a minimum of one paragraph and written in terms understandable
                      by an educated layman.

                  


            	 	 


            	4.	
                    Provide a comparison of
                      the actual
                      accomplishments with the goals and objectives of the
                      project.

                  


            	 	 


            	5.	
                    Summarize project activities
                      for the
                      entire period of funding, including original hypotheses, approaches
                      used,
                      problems encountered and departure from planned methodology,
                      and an
                      assessment of their impact on the project results. Include,
                      if applicable,
                      facts, figures, analyses, and assumptions used during the life
                      of the
                      project to support the conclusions.

                  


            	 	 


            	6.	
                    Identify products developed
                      under the
                      award and technology transfer activities, such
                      as:

                  


          

           

        

        
          	 	
                  a.

                	
                  Publications
                    (list journal name, volume, issue), conference papers, or other
                    public
                    releases of results. If not provided previously, attach or send
                    copies of
                    any public releases to the DOE Project Officer identified in
                    Block 11 of
                    the Notice of Financial Assistance
                    Award;

                


        

        
           

          
            	 	
                    b.

                  	
                    
                      Web
                        site or other Internet sites that reflect the results of
                        this
                        project;

                    

                  


          

        

         

        
          	 	
                  c.

                	
                  Networks
                    or collaborations fostered;

                


        

         

        
          	 	
                  d.

                	
                  Technologies/Techniques;

                


        

         

        
          	 	
                  e.

                	
                  Inventions/Patent
                    Applications, licensing agreements;
                    and

                


        

         

        
          	 	
                  f.

                	
                  Other
                    products, such as data or databases, physical collections, audio
                    or video,
                    software or netware, models, educational aid or curricula, instruments
                    or
                    equipment.

                


        

        
          
             

            
              
                	
                        7.

                      	
                        
                          For
                            projects involving computer modeling, provide the following
                            information
                            with the final
                            report:

                        

                      


              

            

          

          
             

          

        

        
          	 	
                  a.

                	
                  
                    Model
                      description,
                      key assumptions, version, source and intended
                      use;

                  

                


          	 	 	 


          	 	
                  b.

                	
                  Performance
                    criteria for the model related to the intended
                    use;

                


        

         

        
          	 	
                  c.

                	
                  Test
                    results to demonstrate the model performance criteria were met
                    (e.g., code
                    verification/validation, sensitivity analyses, history matching
                    with lab
                    or field data, as appropriate);

                


        

         

        
          	 	
                  d.

                	
                  Theory
                    behind the model, expressed in non-mathematical
                    terms;

                


        

         

        
          	 	
                  e.

                	
                  Mathematics
                    to be used, including formulas and calculation
                    methods;

                


          	 	 	 


          	 	
                  f.

                	
                  Whether
                    or not the theory and mathematical algorithms were peer reviewed,
                    and, if
                    so, include a summary of theoretical strengths and
                    weaknesses;

                


          	 	 	 


          	 	
                  g.

                	
                  Hardware
                    requirements; and

                


          	 	 	 


          	 	
                  h.

                	
                  Documentation
                    (e.g., users guide, model code).

                


        

         

        
          	
                  Electronic
                    Submission. The
                    final scientific/technical report must be submitted electronically-via
                    the
                    DOE Energy Link System (E-Link) accessed at http://www.osti.gov/elink-2413.

                   

                  Electronic
                    Format. Reports
                    must be submitted in the ADOBE PORTABLE DOCUMENT FORMAT (PDF)
                    and be one
                    integrated PDF file that contains all text, tables, diagrams,
                    photographs,
                    schematic, graphs, and charts. Materials, such as prints, videos,
                    and
                    books, that are essential to the report but cannot be submitted
•
                    electronically, should be sent to the Contracting Officer at
                    the address
                    listed in Block 12 of the Notice of Financial Assistance
                    Award.

                   

                  Submittal
                    Form. The
                    report must be accompanied by a completed electronic version
                    of DOE Form
                    241.3, "U.S.. Department of Energy (DOE), Announcement of Scientific
                    and
                    Technical Information (STI)." You can complete, upload, and submit
                    the DOE
                    F.241.3 online via E-Link. You are encouraged not to submit patentable
                    material or protected data in these reports, but if there is
                    such material
                    or data in the report, you must: (1) clearly identify patentable
                    or
                    protected data on each page of the report; (2) identify such
                    material on
                    the cover of the report; and (3) mark the appropriate block in
                    Section K
                    of the DOE F 241.3. Reports must not contain any limited rights
                    data
                    (proprietary data), classified information, information subject
                    to export
                    control classification, or other information not subject to release.
                    Protected data is specific technical data, first produced in
                    the
                    erformance of the award that is protected from public release
                    for a period
                    of time by the terms of the award
                    agreement.

                


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        Conference
          Papers/Proceedings

         

        Content:
          The
          recipient must submit a copy of any conference
          papers/proceedings, with the following information:
          (1) Name of conference; (2) Location of conference; (3) Date of conference;
          and
          (4) Conference sponsor.

         

        Electronic
          Submission. Scientific/technical
          conference paper/proceedings
          must be submitted electronically-via the DOE
          Energy Link System (E-Link) at http://ww-w.osti.gov/elink-2413.
          Non-scientific/technical
          conference papers/proceedings must be sent to the URL listed
          on
          the Reporting Checklist.

         

        Electronic
          Format. Conference
          papers/proceedings must be submitted
          in the ADOBE PORTABLE DOCUMENT FORMAT
          (PDF) and be one integrated PDF file, that contains
          all text, tables, diagrams, photographs, schematic, graphs, and charts.
          If the
          proceedings cannot be submitted electronically,
          they should be sent to the DOE Administrator
          at the address listed in Block 12 of the Notice of Financial Assistance
          Award.

         

        Submittal
          Form. Scientific/technical
          conference papers/proceedings
          must be accompanied by a completed DOE
          Form
          241.3. The form and instructions are available on
          E-Link
          at http://www.osti.gov/elink-2413.
          This
          form
          is not required for non-scientific or non-technical conference papers
          or
          proceedings.

         

        Software/Manual

         

        Content.
          Unless
          otherwise specified in the award, the following must be delivered: source
          code,
          the executable object
          code and the minimum support documentation needed by a competent user to
          understand and use the software
          and to be able to modify the software in subsequent development
          efforts.

         

        Electronic
          Submission. Submissions
          may be submitted electronically-via
          the DOE Energy Link System (E-Link) at http://www.osti.gov/estsc/241-4pre.jsp.
          They
          may
          also be submitted
          via regular mail to:

         

        Energy
          Science and Technology Software Center 

        P.O.
          Box
          1020

        Oak
          Ridge, TN 37831

         

        Submittal
          Form. Each
          software deliverable and its manual must
          be
          accompanied by a completed DOE Form 241.4 "Announcement
          of U.S. Department of Energy Computer Software."
          The form and instructions are available on E-Link at http:/iwww.osti.gov/estsc/241-4pre.isp.
          sp. 

        
           

          
            	 	
                    C.

                  	
                    FINANCIAL
                      REPORTING

                  


          

        

         

        Recipients
          must complete the financial reports identified on the Reporting Checklist
          in
          accordance with the report instructions. These standard forms are available
          at
http://www.whitehouse.gov/omb/grants/index.html,
          Fillable
          forms are available at http://grants.pr.doe.gov.

         

        
          	 	
                  D.

                	
                  CLOSEOUT
                    REPORTS Final
                    Invention and Patent
                    Report

                


        

         

        The
          recipient must provide a DOE Form 2050.11, "PATENT
          CERTIFICATION." This form is available at
          http://www.directives.doe.gov/pdfs/forms/2050-11.pdf
          and
          http://grants.pr.doe.gov.

         

        Property
          Certification

         

        The
          recipient must provide the Property Certification, including the required
          inventories of non-exempt property,
          located at htto://grants.pr.doe.gov.

         

        
          	 	
                  E.

                	
                  OTHER
                    REPORTING Annual
                    Indirect Cost Proposal and
                    Reconciliation

                


        

         

        Requirement.
          In
          accordance with the applicable cost principles, the recipient must submit
          an
          annual indirect cost
          proposal, reconciled to its financial statements, within
          six months after the close of the fiscal year, unless the award is based
          on a
          predetermined or fixed indirect rate(s), or a fixed amount for indirect
          or
          facilities and administration (F&A) costs.

         

        Cognizant
          Agency. The
          recipient must submit its annual indirect cost proposal directly to the
          cognizant agency for negotiating and approving indirect costs. If the DOE
          awarding office is the cognizant agency, submit the annual
          indirect cost proposal to the DOE Award Administrator
          identified in Block 12 of the Notice of Financial Assistance Award.

         

        Annual
          Inventory of Federally Owned Property

         

        Requirement.
          If
          at any
          time during the award the recipient
          is provided. Government-furnished property or acquires
          property with project funds and the award specifies
          that the property vests in the Federal Government (i.e. federally owned
          property), the recipient must
          submit an annual inventory of this property to the DOE Award Administrator
          identified in Block 12 of the Notice
          of
          Financial Assistance Award no later than October
          30th
          of each
          calendar year, to cover an annual reporting period ending on the preceding
          September 30th.

         

        Content
          of Inventory. The
          inventory must include a description of the vpcity, tag number, acquisition
          date, location of property, and acquisition cost, if purchased with project
          funds. The report must list all federally owned property, including property
          located at subcontractor's facilities or other locations.

         

           
          Other

         

        Three
          copies of reports, reprints, conference papers, etc. must be submitted
          as soon
          as possible after the event occurs
          when deemed appropriate by the recipient.


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        Intellectual
          Property Provisions (GSB-1003)

        Grant

        Research,
          Development, or Demonstration

        Domestic
          Small Businesses

         

        
          	
                  01.

                	
                  10
                    CFR 600.325

                	
                  Rights
                    in Data - General (OCT 2003)

                
	 	
                  Appendix
                    A

                	
                  If
                    the contracting officer, in consultation with DOE patent counsel
                    and the
                    DOE program official, determines that delivery of limited rights
                    data or
                    restricted computer software is necessary, Alternates I and II
                    may be
                    inserted into the clause after negotiations with the
                    applicant.

                
	 	 	 
	
                  02.

                	
                  10
                    CFR 600.325 

                  Appendix
                    A

                	
                  Patent
                    Rights (Small Business Firms and. Nonprofit Organizations)
                    (OCT 2003)

                
	 	 	 
	
                  03.

                	
                  FAR
                    52.227-23

                	
                  Rights
                    to Proposal Data (Technical) (JUN
                    1987)

                


        

         

        NOTE:
          In
          reading these provisions, any reference to "contractor" shall mean "recipient,"
          and any
          reference to "contract" or "subcontract" shall mean "award" or
          "subaward."

      

       

       

    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


    01.  10
      CFR Part 600.325
      Appendix A, Rights in Data - General (OCT 2003)

     

    (a) Definitions

     

    Computer
      Data Bases, as used in this clause, means a collection of data in a form capable
      of, and for the purpose of, being stored in, processed, and operated on by
      a
      computer. The term does not include computer software.

    Computer
      software, as used in this clause, means (i) computer programs which are data
      comprising a series of instructions,
      rules, routines or statements, regardless of the media in which recorded, that
      allow or cause a computer
      to perform a specific operation or series of operations and (ii) data comprising
      source code listings, design details,
      algorithms, processes, flow charts, formulae, and related material that would
      enable the computer program to
      be
      produced; created or compiled. The term does not include computer data
      bases.

    Data,
      as
      used in this clause, means recorded information, regardless of form or the
      media
      on which it may be recorded.
      The term includes technical data and computer software. The term does not
      include information incidental to
      administration, such as financial, administrative, cost or pricing, or
      management information.

    Form,
      fit, and function data, as used in this clause, means data relating to items,
      components, or processes that are
      sufficient to enable physical and functional interchangeability, as well as
      data
      identifying source, size, configuration, mating, and attachment characteristics,
      functional characteristics, and performance requirements; except that for
      computer software it means data identifying source, functional characteristics,
      and performance requirements
      but specifically excludes the source code, algorithm, process, formulae, and
      flow charts of the software.

    Limited
      rights, as used in this clause, means the rights of the Government in limited
      rights data as set forth in the Limited Rights Notice of subparagraph (g)(2)
      if
      included in this clause.

    Limited
      rights data, as used in this clause, means data (other than computer software)
      developed at private expense that embody trade secrets or are commercial or
      financial and confidential or privileged.

    Restricted
      computer software,, as used in this clause, means computer software developed
      at
      private expense and that
      is a
      trade secret; is commercial or financial and is confidential or privileged;
      or
      is published copyrighted computer
      software; including minor modifications of such 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 subparagraph (g)(3) 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, as used in this clause, means data (other than computer software) which
      are of a scientific or technical nature. Technical data does not include
      computer software, but does include manuals and instructional materials and
      technical data formatted as a computer data base.

    Unlimited
      rights, as used in this clause, means the right 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) Allocations
      of Rights

     

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

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

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

    (iii) Data
      delivered under this agreement (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 agreement; and

    (iv) All
      other
      data delivered under this agreement unless provided otherwise for limited rights
      data or restricted computer software in accordance with paragraph (g) of this
      clause.

    (2)
      The
      Recipient shall have the right to--

    (i) Use,
      release to others, reproduce, distribute, or publish any data first produced
      or
      specifically used by the Recipient in the performance of this agreement, unless
      provided otherwise in paragraph (d) of this clause;

    (ii) Protect
      from unauthorized disclosure and use those data which are limited rights data
      or
      restricted computer software to the extent provided in paragraph (g) of this
      clause;

    (iii) Substantiate
      use of, add or correct limited rights, restricted rights, or copyright notices
      and to take over appropriate action, in accordance with paragraphs (e) and
      (f)
      of this clause; and

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (iv) Establish
      claim to copyright subsisting in data first produced in the performance of
      this
      agreement to the extent provided in subparagraph (c)(1) of this
      clause.

     

    (c)
      Copyright

     

    (1) Data
      first produced in the performance of this agreement. Unless provided otherwise
      in paragraph (d) of this clause,
      the Recipient may establish, without prior approval of the Contracting Officer,
      claim to copyright subsisting in data first produced in the performance of
      this
      agreement. When claim to copyright is made, the Recipient shall affix
the
      applicable copyright notices of 17 U.S.C. 401 or 402 and acknowledgement of
      Government sponsorship (including
      agreement 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 such copyrighted data, including computer
      software, the Recipient 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.

    (2) Data
      not
      first produced in the performance of this agreement. The Recipient shall not,
      without prior written permission
      of the Contracting Officer, incorporate in data delivered under this agreement
      any data not first produced in
      the
      performance of this agreement and which contains the copyright notice of 17
      U.S.C. 401 or 402, unless the Recipient
      identifies such data and grants to the Government, or acquires on its behalf,
      a
      license of the same scope as
      set
      forth in subparagraph (c)(1) of this clause; provided, however, that if such
      data are computer software the Government shall acquire a copyright license
      as
      set forth in subparagraph (g)(3) of this clause if included in this agreement or
      as otherwise may be provided in a collateral agreement incorporated in or made
      part of this agreement.

    (3) Removal
      of copyright notices. The Government agrees not to remove any copyright notices
      placed on data pursuant to this paragraph (c), and to include such notices
      on
      all reproductions of the data.

     

    (d)
      Release, Publication and Use of Data

     

    (1) The
      Recipient shall have the right to use, release to others, reproduce, distribute,
      or publish any data first produced
      or specifically used by the Recipient in the performance of this agreement,
      except to the extent such data may
      be
      subject to the Federal export control or national security laws or regulations,
      or unless otherwise provided in this
      paragraph of this clause or expressly set forth in this agreement.

    (2) The
      Recipient agrees that to the extent it receives or is given access to data
      necessary for the performance of this
      award, which contain restrictive markings, the Recipient shall treat the data
      in
      accordance with such markings unless otherwise specifically authorized in
      writing by the contracting officer.

     

    (e)
      Unauthorized Marking of Data

     

    (1)
      Notwithstanding any other provisions of this agreement concerning inspection
      or
      acceptance, if any data delivered under this agreement are marked with the
      notices specified in subparagraph (g)(2) or (g)(3) of this clause and use of
      such is not authorized by this clause, or if such data bears any other
      restrictive or limiting markings not authorized by this agreement, the
      Contracting Officer may at any time either return the data to the Recipient
      or
      cancel or ignore the markings. However, the following procedures shall apply
      prior to canceling or ignoring the markings.

    (i) The
      Contracting Officer shall make written inquiry to the Recipient affording the
      Recipient 30 days from receipt of
      the
      inquiry to provide written justification to substantiate the propriety of the
      markings;

    (ii) If
      the
      Recipient fails to respond or fails to provide written justification to
      substantiate the propriety of the markings within the 30-day period (or a longer
      time not exceeding 90 days 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
      Recipient provides written justification to substantiate the propriety of the
      markings within the period set in
      subparagraph (e)(1)(i) of this clause, the Contracting Officer shall 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 Recipient shall 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 shall furnish
      the
      Recipient a written determination, which determination shall become the final
      agency decision regarding the appropriateness of the markings unless the
      Recipient files suit in a court of competent jurisdiction within 90 days of
      receipt of the Contracting Officer's decision. The Government shall continue
      to
      abide by the markings under this subparagraph (e)(1)(iii) until final resolution
      of the matter either by the Contracting Officer's determination becoming
final
      (in
      which instance the Government shall 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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (2)
      The
      time limits in the procedures set forth in subparagraph (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.

     

    (f)
      Omitted or Incorrect Markings

     

    (1)
      Data
      delivered to the Government without either the limited rights or restricted
      rights notice as authorized by paragraph (g) of this clause, or the copyright
      notice required by paragraph (c) of this clause, shall be deemed to have
been
      furnished with unlimited rights, and the Government assumes no liability for
      the
      disclosure, use, or reproduction of
      such
      data. However, to the extent the data has not been disclosed without restriction
      outside the Government, the Recipient may request, within 6 months (or a longer
      time approved by the Contracting Officer for good cause shown) after delivery
      or
      such data, permission to have notices placed on qualifying data at the
      Recipient's expense, and the Contracting Officer may agree to do so if the
      Recipient:

    (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 use of the proposed notice is authorized; and

    (iv) Acknowledges
      that the Government has no liability with respect to the disclosure, use, or
      reproduction of any such data made prior to the addition of the notice or
      resulting from the omission of the. notice.

     

    (2)
      The
      Contracting Officer may also:

    (i) Permit
      correction at the Recipient's expense of incorrect notices if the Recipient
      identifies the data on which correction of the notice is to be made, and
      demonstrates that the correct notice is authorized, or

    (ii) Correct
      any incorrect notices.

     

    (g)
      Protection of Limited Rights Data and Restricted Computer Software

     

    When
      data
      other than that listed in subparagraphs (b)(1)(i), (ii), and (iii) of this
      clause are specified to be delivered under
      this agreement and qualify as either limited rights data or restricted computer
      software, if the Recipient desires to
      continue protection of such data, the Recipient shall withhold such data and
      not
      furnish them to the Government under this agreement. As a condition to this
      withholding, the Recipient shall identify the data being withheld and furnish
      form, fit, and function data in lieu thereof. Limited rights data that are
      formatted as a computer data base for delivery to the Government are to be
      treated as limited rights data and not restricted computer
      software.

     

    (h).
      Subaward/Contract

     

    The
      Recipient has the responsibility to obtain from its subrecipients/contractors
      all data and rights therein necessary to fulfill the Recipient's obligations
      to
      the Government under this agreement. If a subrecipient/contractor refuses to
      accept terms affording the Government such rights, the Recipient shall promptly
      bring such refusal to the attention of the Contracting Officer and not proceed
      with the subaward/contract award without further authorization.

     

    (i) Additional
      Data Requirements

     

    In
      addition to the data specified elsewhere in this agreement to be delivered,
      the
      Contracting Officer may, at anytime
      during agreement performance or, within a period of 3 years after acceptance
      of
      all items to be delivered under
      this agreement, order any data first, produced or specifically used in the
      performance of this agreement. This clause is applicable to all data ordered
      under this subparagraph. Nothing contained in this subparagraph shall require
      the Recipient to deliver any data the withholding of which is authorized by
      this
      clause, or data which are specifically identified in this agreement as not
      subject to this clause. When data are to be delivered under this subparagraph,
      the Recipient will be compensated for converting the data into the prescribed
      form, for reproduction, and for delivery.

     

    (j) The
      recipient agrees, except as may be otherwise specified in this award for
      specific data items listed as not subject to this paragraph, that the
      Contracting Officer or an authorized representative may, up to three years
      after
      acceptance of all items to be delivered under this award, inspect at the
      Recipient's facility any data withheld pursuant to paragraph (g) of this clause,
      for purposes of verifying the Recipient's assertion pertaining to the limited
      rights or restricted rights status of the data or for evaluating work
      performance. Where the Recipient whose data are to be inspected demonstrates
      to
      the Contracting Officer that there would be a possible conflict of interest
      if
      the inspection were made by a particular representative, the Contracting Officer
      shall designate an alternate inspector. (End of clause)

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    02.  10
      CFR Part 600.325
      Appendix A,
      Patent
      Rights (Small Business Firms and Nonprofit Organizations (OCT
      2003)

     

    (a) Definitions

     

    Invention
      means any invention or discovery which is or may be patentable or otherwise
      protectable under title 35 of the United States Code, or any novel variety
      of
      plant which is or may be protected under the Plant Variety Protection Act (7
      U.S.C. 2321 et seq.).

    Made
      when
      used in relation to any invention means the conception or first actual reduction
      to practice of such invention.

    Nonprofit
      organization means a university or other institution of higher education or
      an
      organization of the type described in section 501(c)(3) of the Internal Revenue
      Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a)
      of
      the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or
      educational organization qualified under a State nonprofit organization
      statute.

    Practical
      application means to manufacture in the case of a composition or product, to
      practice in the case of a process
      or method, or to operate in the case of a machine or system; and, in each case,
      under such conditions as to
      establish that the invention is being utilized and that its benefits are to
      the
      extent permitted by law or Government regulations available to the public on
      reasonable terms.

    Small
      business firm means a small business concern as defined at section 2 of Public
      Law 85-536 (16 U.S.C. 632) and implementing regulations of the Administrator
      of
      the Small Business Administration. For the purpose of this clause,
      the size standards for small business concerns involved in Government
      procurement and subcontracting at 13
      CFR
      121.3 through 121.8 and 13 CFR 121.3 through 121.12, respectively, will be
      used.

    Subject
      invention means any invention of the Recipient conceived or first actually
      reduced to practice in the performance of work under this award, provided that
      in the case of a variety of plant, the date of determination (as defined in
      section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d) must also
      occur during the period of award performance.

     

    (b) Allocation
      of Principal Rights

     

    The
      Recipient may retain the entire right, title, and interest throughout the world
      to each subject invention subject to
      the
      provisions of this Patent Rights clause and 35 U.S.C. 203. With respect to
      any
      subject invention in which the Recipient retains title, the Federal Government
      shall have a non-exclusive, nontransferable, irrevocable, paid-up license to
      practice or have practiced for or on behalf of the U.S. the subject invention
      throughout the world.

     

    (c) Invention
      Disclosure, Election of Title and Filing of Patent Applications by
      Recipient

     

    (1) The
      Recipient will disclose each subject invention to DOE within two months after
      the inventor discloses it in writing
      to Recipient personnel responsible for the administration of patent matters.
      The
      disclosure to DOE shall be in the
      form
      of a written report and shall identify the award under which the invention
      was
      made and the inventor(s). It shall be sufficiently complete in technical detail
      to convey a clear understanding to the extent known at the time of disclosure,
      of the nature, purpose, operation, and the physical, chemical, biological or
      electrical characteristics of the
      invention. The disclosure shall also identify any publication, on sale or public
      use of the invention and whether a manuscript describing the invention has
      been
      submitted for publication and, if so, whether it has been accepted for
publication
      at the time of disclosure. In addition, after disclosure to DOE, the Recipient
      will promptly notify DOE of the
      acceptance of any manuscript describing the invention for publication or of
      any
      on sale or public use planned by the
      Recipient.

    (2) The
      Recipient will elect in writing whether or not to retain title to any such
      invention by notifying DOE within two
      years
      of disclosure to DOE. However, in any case where publication, on sale, or public
      use has initiated the one-year
      statutory period wherein valid patent protection can still be obtained in the
      U.S., the period for election of title may be shortened by the agency to a
      date
      that is no more than 60 days prior to the end of the statutory
      period.

    (3) The
      Recipient will file its initial patent application on an invention to which
      it
      elects to retain title within one year after election of title or, if earlier,
      prior to the end of any statutory period wherein valid patent protection can
      be
obtained
      in the U.S. after a publication, on sale, or public use. The Recipient will
      file
      patent applications in additional countries or international patent offices
      within either ten months of the corresponding initial patent application, or
      six
      months from the date when permission is granted by the Commissioner of Patents
      and Trademarks to file foreign patent applications when such filing has been
      prohibited by a Secrecy Order.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (4)
      Requests for extension of the time for disclosure to DOE, election, and filing
      under subparagraphs (c)(1), (2), and (3) of this clause may, at the discretion
      of DOE, be granted.

     

    (d)
      Conditions When the Government May Obtain Title

    The.
      Recipient will convey to DOE, upon written request, title to any subject
      invention:

    (1) If
      the
      Recipient fails to disclose or elect the subject invention within the times
      specified in paragraph (c) of this patent
      rights clause, or elects not to retain title; provided that DOE may only request
      title within 60 days after learning
      of the failure of the Recipient to disclose or elect within the specified
      times;

    (2) In
      those
      countries in which the Recipient fails to file patent applications within the
      times specified in paragraph (c) of this Patent Rights clause; provided,
      however, that if the Recipient has filed a patent application in a country
      after
      the times specified in paragraph (c) of this Patent Rights clause, but prior
      to
      its receipt of the written request of DOE, the Recipient shall continue to
      retain title in that country; or

    (3) In
      any
      country in which the Recipient decides not to continue the prosecution of any
      application for, to pay the maintenance fees on, or defend in a reexamination
      or
      opposition proceeding on, a patent on a subject invention.

    (e)
      Minimum Rights to Recipient and Protection of the Recipient Right To
      File

    (1) The
      Recipient will retain a non-exclusive royalty-free license throughout the world
      in each subject invention to which the Government obtains title, except if
      the
      Recipient fails to disclose the subject invention within the times specified
      in paragraph (c) of this Patent Rights clause. The Recipient's license extends
      to its domestic subsidiaries and
      affiliates, if any, within the corporate structure of which the Recipient is
      a
      party and includes the right to grant sublicenses of the same scope of the
      extent the Recipient was legally obligated to do so at the time the award was
      awarded.
      The license is transferable only with the approval of DOE except when
      transferred to the successor of that part
      of
      the Recipient's business to which the invention pertains.

    (2) The
      Recipient's domestic license may be revoked or modified by DOE to the extent
      necessary to achieve expeditious
      practical application of the subject invention pursuant to an application for
      an
      exclusive license submitted
      in accordance with applicable provisions at 37 CFR part 404 and the agency's
      licensing regulation, if any. This license will not be revoked in that field
      of
      use or the geographical areas in which the Recipient has achieved practical
      application and continues to make the benefits of the invention reasonably
      accessible to the public. The license
      in any foreign country may be revoked or modified at discretion of the funding
      Federal agency to the extent the
      Recipient, its licensees, or its domestic subsidiaries or affiliates have failed
      to achieve practical application in that
      foreign country.

    (3) Before
      revocation or modification of the license, the funding Federal agency will
      furnish the Recipient a written notice of its intention to revoke or modify
      the
      license, and the Recipient will be allowed thirty days (or such other time
      as
      may be authorized by DOE for good cause shown by the Recipient) after the notice
      to show cause why the license should not be revoked or modified. The Recipient
      has the right to appeal, in accordance with applicable regulations in 37 CFR
      part 404 and the agency's licensing regulations, if any, concerning the
      licensing of Government-owned inventions, any decision concerning the revocation
      or modification of its license.

     

    (f)
      Recipient Action To Protect Government's Interest

    (1)
      The
      Recipient agrees to execute or to have executed and promptly deliver to DOE
      all
      instruments necessary to:

    (i) Establish
      or confirm the rights the Government has throughout the world in those subject
      inventions for which the Recipient retains title; and

    (ii) Convey
      title to DOE when requested under paragraph (d) of this Patent Rights clause,
      and to enable the government to obtain patent protection throughout the world
      in
      that subject invention.

    (2)
      The
      Recipient agrees to require, by written agreement, its employees, other than
      clerical and non-technical employees, to disclose promptly in writing to
      personnel identified as responsible for the administration of patent matters
      and
      in a format suggested by the Recipient each subject invention made under this
      award in order that the Recipient can comply with the disclosure provisions
      of
      paragraph (c) of this Patent Rights clause, and to execute all papers necessary
      to file patent applications on subject inventions and to establish the
      Government's rights in the subject
      inventions. The disclosure format should require, as a minimum, the information
      requested by paragraph (c)(1)
      of
      this Patent Rights clause. The Recipient shall instruct such employees through
      the employee agreements or
      other
      suitable educational programs on the importance of reporting inventions in
      sufficient time to permit the filing of
      patent
      applications prior to U.S. or foreign statutory bars.

     

    
      
        
        

      

      
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    (3) The
      Recipient will notify DOE of any decision not to continue prosecution of a
      patent application, pay maintenance
      fees, or defend in a reexamination or opposition proceeding on a patent, in
      any
      country, not less than 30
      days
      before the expiration of the response period required by the relevant patent
      office.

    (4) The
      Recipient agrees to include, within the specification of any U.S. patent
      application and any patent issuing thereon covering a subject invention, the
      following statement: "This invention was made with Government support under
      (identify the award) awarded by (identify DOE). The Government has certain
      rights in this invention."

     

    (g)
      Subaward/Contract

     

    (1) The
      Recipient will include this Patent Rights clause, suitably modified to identify
      the parties, in all subawards/contracts, regardless of tier, for experimental,
      developmental or research work to be performed by a small business firm or
      nonprofit organization. The subrecipient/contractor will retain all rights
      provided for the Recipient in this
      Patent Rights clause, and the Recipient will not, as part of the consideration
      for awarding the subcontract, obtain
      rights in the subcontractors' subject inventions.

     

    (2) The
      Recipient will include in all other subawards/contracts, regardless of tier,
      for
      experimental, developmental or research work, the patent rights clause required
      by 10 CFR 600.325(c).

    (3) In
      the
      case of subawards/contracts at any tier, DOE, the Recipient, and the
      subrecipient/contractor agree that the
      mutual obligations of the parties created by this clause constitute a contract
      between the subrecipient/contractor and
      DOE
      with respect to those matters covered by the clause.

     

    (h)
      Reporting on Utilization of Subject Inventions

     

    The
      Recipient agrees to submit on request periodic reports no more frequently than
      annually on the utilization of a subject invention or on efforts at obtaining
      such utilization that are being made by the Recipient or its licensees or
assignees.
      Such reports shall include information regarding the status of development,
      date
      of first commercial sale or
      use,
      gross royalties received by the Recipient and such other data and information
      as
      DOE may reasonably specify. The Recipient also agrees to provide additional
      reports in connection with any march-in proceeding undertaken
      by DOE in accordance with paragraph (j) of this Patent Rights clause. As
      required by 35 U.S.C. 202(c)(5),
      DOE agrees it will not disclose such information to persons outside the
      Government without the permission
      of the Recipient.

     

    (i)
      Preference for United States Industry.

     

    Notwithstanding
      any other provision of this Patent Rights clause, the Recipient agrees that
      neither it nor any assignee will grant to any person the exclusive right to
      use
      or sell any subject invention in the U.S. unless such person agrees that any
      products embodying the subject invention or produced through the use of the
      subject invention will be manufactured substantially in the U.S. However, in
      individual cases, the requirement for such an agreement may be waived by DOE
      upon a showing by the Recipient or its assignee that reasonable but-unsuccessful
      efforts have been made to grant licenses on similar terms to potential licensees
      that would be likely to manufacture substantially in the U.S. or that under
      the
      circumstances domestic manufacture is not commercially feasible.

     

    (j)
      March-in-Rights

     

    The
      Recipient agrees that with respect to any subject invention in which it has
      acquired title, DOE has the right in accordance with procedures at 37 CFR 401.6
      and any supplemental regulations of the Agency to require the Recipient, an
      assignee or exclusive licensee of a subject invention to grant a non-exclusive,
      partially exclusive, or exclusive
      license in any field of use to a responsible applicant or applicants, upon
      terms
      that are reasonable under the
      circumstances and if the Recipient, assignee, or exclusive licensee refuses
      such
      a request, DOE has the right to
      grant
      such a license itself if DOE determines that:

    (1)
      Such
      action is necessary because the Recipient or assignee has not taken or is not
      expected to take within a reasonable time, effective steps to achieve practical
      application of the subject invention in such field of use;

    


    
      
        
        

      

      
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    (2) Such
      action is necessary to alleviate health or safety needs which are not reasonably
      satisfied by the Recipient, assignee, or their licensees;

    (3) Such
      action is necessary to meet requirements for public use specified by Federal
      regulations and such requirements are not reasonably satisfied by the Recipient,
      assignee, or licensee; or

    (4) Such
      action is necessary because the agreement required by paragraph (i) of this
      Patent Rights clause has not been obtained or waived or because a licensee
      of
      the exclusive right to use or sell any subject invention in the U.S. is in
      breach of such agreement.

     

    (k)
      Special Provisions for Awards With Nonprofit Organizations

     

    If
      the
      Recipient is a nonprofit organization, it agrees that:

    (1) Rights
      to
      a subject invention in the U.S. may not be assigned without the approval of
      DOE,
      except where such assignment is made to an organization which has as one of
      its
      primary functions the management of inventions, provided that such assignee
      will
      be subject to the same provisions as the Recipient;

    (2) The
      Recipient will share royalties collected on a subject invention with the
      inventor, including Federal employee co-inventors (when DOE deems it
      appropriate) when the subject invention is assigned in accordance with 35 U.S.C.
      202(e) and 37 CFR 401.10;

    (3) The
      balance of any royalties or income earned by the Recipient with respect to
      subject inventions, after payment of expenses (including payments to inventors)
      incidental to the administration of subject inventions, will be utilized for
      the
      support of scientific or engineering research or education; and

    (4) It
      will
      make efforts that are reasonable under the circumstances to attract licensees
      of
      subject inventions that are
      small
      business firms and that it will give preference to a small business firm if
      the
      Recipient determines that the small
      business firm has a plan or proposal for marketing the invention which, if
      executed, is equally likely to bring the
      invention to practical application as any plans or proposals from applicants
      that are not small business firms; provided
      that the Recipient is also satisfied that the small business firm has the
      capability and resources to carry out
      its
      plan or proposal. The decision whether to give a preference in any specific
      case
      will be at the discretion of the Recipient. However, the Recipient agrees that
      the Secretary of Commerce may review the Recipient's licensing program and
      decisions regarding small business applicants, and the Recipient will negotiate
      changes to its licensing policies, procedures or practices with the Secretary
      when the Secretary's review discloses that the Recipient could take reasonable
      steps to implement more effectively the requirements of this paragraph
      (k)(4).

     

    (I)
      Communications

     

    All
      communications required by this Patent Rights clause should be sent to the
      DOE
      Patent Counsel address listed in the Award Document.

     

    (m)
      Electronic Filing

     

    Unless
      otherwise Specified in the award, the information identified in paragraphs
      (0(2)
      and (0(3) may be electronically filed.

     

    [End
      of
      clause]

     

    03.  FAR
      52.227-23 Rights to
      Proposal Data (Technical) (JUN 1987)

     

    Except
      for data contained on pages   N/A  it is agreed that as a
      condition of award of this contract, and notwithstanding the conditions of
      any
      notice appearing thereon, the Government shall have unlimited rights (as defined
      in the "Rights in Data--General" clause contained in this contract) in and
      to
      the technical data contained in the proposal
      dated  03/14/2006  ,upon which this contract is
      based.

     

    23