103338 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 

DEPARTMENT OF DEFENSE 

Defense Acquisition Regulations 

System 

48 CFR Parts 212, 227, and 252 

[Docket DARS–2020–0033] 

RIN 0750–AK84 

Defense Federal Acquisition 

Regulation Supplement: Small 

Business Innovation Research 

Program Data Rights (DFARS Case 

2019–D043) 

AGENCY: Defense Acquisition 

Regulations System, Department of 

Defense (DoD). 

ACTION: Final rule. 

SUMMARY: DoD is issuing a final rule 

amending the Defense Federal 

Acquisition Regulation Supplement 

(DFARS) to implement the data rights 

portions of the Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program 

Policy Directives. 

DATES: Effective January 17, 2025. 

FOR FURTHER INFORMATION CONTACT: Mr. 

David Johnson, telephone 202–913– 

5764. 

SUPPLEMENTARY INFORMATION: 

I. Background 

DoD published a proposed rule in the 

Federal Register at 87 FR 77680 on 

December 19, 2022, to implement in the 

DFARS the intellectual property (e.g., 

data rights) portions of the Small 

Business Administration’s (SBA’s) 

revised Small Business Innovation 

Research (SBIR) Program and Small 

Business Technology Transfer (STTR) 

Program Policy Directive. DoD had 

previously published an advance notice 

of proposed rulemaking (ANPR) at 85 

FR 53758 on August 31, 2020. Six 

respondents submitted written public 

comments in response to the proposed 

rule. 

II. Discussion and Analysis 

DoD reviewed the public comments 

submitted in writing and discussed by 

the attendees at the virtual public 

meetings on February 2, 2023, and 

March 2, 2023, in the development of 

the final rule. A discussion of the 

comments and the changes made to the 

rule as a result of those comments is 

provided, as follows: 

A. Summary of Significant Changes 

From the Proposed Rule 

Based on the comments received, the 

following DFARS guidance, contract 

clauses, and solicitation provisions are 

revised: 

• DFARS 227.7104–1 is revised to 

further explain the scope of SBIR/STTR 

Phase III work to which the SBIR/STTR 

data rights clauses apply. 

• DFARS 227.7104–2 is revised to 

provide a list of applicable clauses and 

policies that govern the Government’s 

license rights in any data that are not 

SBIR/STTR data. 

• The following provision and 

clauses are revised to ensure consistent 

definitions of the term ‘‘SBIR/STTR 

data’’ and the term ‘‘generated’’: DFARS 

252.227–7013, Rights in Technical 

Data—Other Than Commercial Products 

or Commercial Services; 252.227–7014, 

Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation; 252.227–7017, 

Identification and Assertion of Use, 

Release, or Disclosure Restrictions; and 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program. 

• DFARS 252.227–7018(c)(2)(ii)(B) is 

revised to remove language that may 

have been misinterpreted to imply that 

special licenses may be negotiated prior 

to contract award when the standard 

license rights are SBIR/STTR data 

rights. 

• The provision at DFARS 252.227– 

7040, Additional Preaward 

Requirements for Small Business 

Technology Transfer Program, and the 

clause at DFARS 252.227–7041, 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program, are revised to clarify STTR 

program requirements regarding 

consistency between the clause at 

DFARS 252.227–7018 and written 

agreements between the offeror and a 

research institution, and regarding 

written representations related to the 

written agreements in preaward 

submissions and postaward updates. 

• Proposed changes to the marking 

requirements related to restrictions on 

third-party recipients of technical data 

and computer software (in the clauses at 

DFARS 252.227–7013, 252.227–7014, 

and 252.227–7018) have been removed 

from this rule. Proposed changes 

regarding restrictive markings on 

technical data related to commercial 

technology in the clause at DFARS 

252.227–7015, Technical Data— 

Commercial Products and Commercial 

Services, have also been removed from 

this rule. 

B. Analysis of Public Comments 

1. Restrictive Marking Requirements 

Comment: Several respondents 

provided comments and recommended 

revisions to proposed changes to 

restrictive marking requirements in 

DFARS 252.227–7013, 252.227–7014, 

252.227–7015, and 252.227–7018. 

Response: As discussed in the ANPR, 

DoD proposed revisions to address the 

SBIR/STTR Policy Directive’s emphasis 

on requiring restrictive markings for 

SBIR/STTR data, while ensuring 

appropriate procedures to address the 

inadvertent omission of restrictive 

markings by SBIR/STTR contractors. 

These issues are addressed by clarifying 

that the long-standing requirements for 

identification and marking of 

deliverable other than commercial 

technical data and software, including 

the procedures to address inadvertent 

omission of restrictive markings, apply 

to SBIR/STTR data. For example, this 

final rule adds references to the clause 

at DFARS 252.227–7018 at DFARS 

227.7103–10 and 227.7103–12 for other 

than commercial technical data and 

DFARS 227.7203–10 and 227.7203–12 

for other than commercial computer 

software; and incorporating such 

procedures into all associated clauses at 

DFARS 252.227–7013, 252.227–7014, 

and 252.227–7018). 

As discussed in the proposed rule, 

DoD proposed further revisions to 

address additional related matters 

regarding the absence of restrictive 

markings (e.g., the lack of an unlimited 

rights marking), and to address 

additional public comments and recent 

case precedent regarding requirements, 

restrictions, and procedures for 

correcting nonconforming markings, in 

cases of commercial markings and 

markings directed to non-Government, 

third-party recipients of marked data. 

The vast majority of the public 

comments were directed to complex 

matters related to these additional 

markings issues, rather than the more 

limited markings topics addressed in 

the SBIR/STTR Policy Directive. To 

expedite implementation of the primary 

SBIR/STTR policy elements of this 

DFARS case while enabling further 

consideration of comments and 

recommendations from the public on 

proposed revisions directed to such 

additional important marking 

requirements in these clauses, these 

regulatory changes related to marking 

requirements have been removed from 

this final rule (e.g., unlimited rights 

markings, markings for commercial 

technical data, and markings directed to 

third-party recipients). 


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2. Scope and Applicability of Clauses 

and Scope of License Rights 

a. Applicability Section of the Clauses 

Comment: Several respondents 

recommended removal or revision of the 

proposed applicability sections in the 

data rights clauses. A respondent 

asserted that proposed applicability 

sections of the clauses should indicate 

that the SBIR/STTR clauses are no 

longer applicable to SBIR/STTR data 

once the related product becomes 

commercial. Other respondents 

recommended revisions to the proposed 

applicability sections to remove 

applicability of DFARS 252.227–7013 to 

portions of a commercial item that was 

developed in any part at Government 

expense. Lastly, other respondents 

recommended moving the applicability 

sections to a later section of the clauses 

to reduce the administrative burden on 

contractors resulting from changes in 

paragraph numbering in restrictive 

markings. 

Response: In view of DFARS drafting 

conventions, DoD added applicability 

sections to paragraph (b) of the clauses 

and the associated guidance to 

contracting officers to clarify 

contractors’ and contracting officers’ 

understanding of the scope of DFARS 

252.227–7013, 252.227–7014, 252.227– 

7015, and 252.227–7018. These 

revisions reflect the existing 

prescriptive guidance found in DFARS 

227.7102–4, 227.7104, and the SBIR/ 

STTR Policy Directive, none of which 

exclude or limit the applicability of the 

SBIR/STTR program requirements once 

the related product becomes 

commercial. These revisions will ensure 

proper application of the SBIR/STTR 

data rights clause, as prescribed in the 

SBIR/STTR Policy Directive, and other 

clauses. For this reason, DoD has not 

adopted the respondents’ 

recommendations for removal or 

revision of the applicability sections. 

b. Guidance on Scope of SBIR/STTR 

Contracts, Including Phase III Work 

Comment: One respondent asserted 

that part 227 should be revised to define 

the scope of SBIR/STTR contracts by 

referencing the definition in the SBIR/ 

STTR Policy Directive. Another 

respondent recommended clarifying the 

scope of Phase III work. 

Response: DoD has partially adopted 

these recommendations. Based on 

guidance from the SBIR/STTR Policy 

Directive, DFARS 227.7104–1 is revised 

to further clarify the scope of 

applicability of SBIR/STTR data rights 

and the scope of SBIR/STTR Phase III 

work. 

c. Guidance on the SBIR Protection 

Period 

Comment: A respondent 

recommended providing guidance on 

how the SBIR protection period applies 

to multiple awards at various SBIR 

phases. 

Response: DFARS 227.7104–2(a)(2) 

provides the guidance recommended by 

the respondent. In addition, DFARS 

Procedures, Guidance, and Information 

227.7104–2 provides examples and 

guidance on how the SBIR or SBIR/ 

STTR protection period applies in each 

example. 

d. Guidance on Applicability of 

Commercial Computer Software 

Licenses 

Comment: A respondent 

recommended revising DFARS 

227.7104–4 to discuss the applicability 

of commercial computer software 

licenses. 

Response: DoD has adopted this 

recommendation. DFARS 227.7104–2 is 

revised to provide a list of applicable 

clauses and policies that govern the 

Government’s license rights in any data 

that are not SBIR/STTR data. DFARS 

227.7104–2 references commercial 

computer software and the applicability 

of licenses customarily provided to the 

public, in accordance with DFARS 

227.7202–3. 

e. New STTR Provision and Clause 

Comment: A respondent 

recommended edits to DFARS 252.227– 

7040 and DFARS 252.227–7041 

regarding potential conflicts with 

DFARS 252.227–7018 in the STTR 

agreements and associated 

representation. 

Response: DoD has adopted this 

recommendation. DFARS 252.227–7040 

and DFARS 252.227–7041 are revised to 

clarify requirements for written 

agreements between the offeror and a 

research institution, preaward 

submissions, and postaward updates. 

f. Consistent Inclusion of Definitions in 

the Clauses 

Comment: A respondent asserted that 

DFARS 252.227–7013, 252.227–7014, 

252.227–7017, and 252.227–7018 

should consistently include definitions 

of the term ‘‘SBIR/STTR’’ data and 

‘‘generated’’ when referenced in the 

clauses. In addition, a respondent 

asserted that the definition of the term 

‘‘generated’’ in the clause at DFARS 

252.227–7013 should not reference 

computer software. 

Response: DFARS 252.227–7013, 

252.227–7014, 252.227–7017, and 

252.227–7018 are revised to ensure 

consistent inclusion of the definitions of 

the terms ‘‘SBIR/STTR data’’ and 

‘‘generated.’’ However, DoD has not 

adopted the second recommendation. 

For the sake of consistency, the 

definition of the term ‘‘generated’’ is the 

same in both DFARS 252.227–7013 and 

252.227–7014. 

g. License Rights in Computer Software 

Documentation Under DFARS 252.227– 

7018 

Comment: A respondent asserted that 

computer software documentation 

should not be a separate category of 

unlimited rights data in paragraph (c)(1) 

of DFARS 252.227–7018. The 

respondent asserted that the edits to 

DFARS 252.227–7018 expand the scope 

of the Government’s license rights in 

computer software documentation. 

Response: Under both DFARS 

252.227–7014 and DFARS 252.227– 

7018, the Government has an unlimited 

rights license in computer software 

documentation. The edits to DFARS 

252.227–7018(c)(1) do not expand the 

scope of the Government’s existing 

license rights in computer software 

documentation. For the sake of clarity, 

these edits align the format of the 

‘‘unlimited rights’’ license grant in 

DFARS 252.227–7014 with DFARS 

252.227–7018. The Government’s 

unlimited rights license in computer 

software documentation is based in the 

requirements of 10 U.S.C. 3771(b)(3) 

(see 60 FR 33464, 33467 (June 28, 

1995)). The statute at 10 U.S.C. 3771 

provides an unlimited rights license in 

technical data necessary for operation, 

maintenance, installation, or training 

purposes. Computer software 

documentation is technical data. It is 

defined narrowly to include only 

owner’s manuals, user’s manuals, 

installation instructions, operating 

instructions, and similar items that 

explain the capabilities of computer 

software or provide instructions for 

using the software. Such data are 

necessary for operation, maintenance, 

installation, or training. Consequently, 

under 10 U.S.C. 3771, a contractor may 

not restrict the Government’s rights to 

release or disclose computer software 

documentation or to permit others to 

use the data. Accordingly, these 

revisions to DFARS 252.227–7018(c) are 

aligned with the Government’s license 

rights to computer software 

documentation in 10 U.S.C. 3771 and 

DFARS 252.227–7014. 

h. Assertion Requirements 

Comment: Several respondents 

commented that the identification and 

assertion requirements in DFARS 

252.227–7017 should not be applied to 

SBIR/STTR data. Another respondent 


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recommended that this provision 

should include permission for SBIR 

contractors to add new assertions after 

contract award. 

Response: The assertion requirements 

are necessary to identify and protect the 

intellectual property interests of 

contractors and subcontractors under 

SBIR/STTR contracts, because they 

provide a practical document that 

specifically identifies deliverable 

technical data and software to be 

furnished with restrictions. These 

procedures help ensure appropriate 

protections for deliverable technical 

data and software, and these protections 

should be equally applicable to SBIR/ 

STTR data. In addition, these 

procedures will help clarify the 

protection period(s) applicable to 

deliverable SBIR/STTR data (e.g., see 

discussion at section II.2.c. of this 

preamble). In addition, DFARS 252.227– 

7018 already permits post-award 

revisions to the assertions table ‘‘when 

based on new information or 

inadvertent omissions unless the 

inadvertent omissions would have 

materially affected the source selection 

decision.’’ For these reasons, DoD has 

not adopted the respondent’s 

recommendations. 

3. Evaluation of Proposals and PostAward Negotiations of SBIR/STTR Data 

Rights 

a. Evaluation of Proposals in SBIR/STTR 

Contracts 

Comment: Respondents asserted that 

the revisions to DFARS 227.7104–1(c) 

are inconsistent with the SBIR/STTR 

Policy Directive because they imply that 

the Government may reject a proposal 

due to SBIR data rights. A respondent 

asserted that the effect of this language 

will be inconsistent with the intent of 

the SBIR/STTR Policy Directive and 

may result in violations of the Directive. 

Response: The rule revises DFARS 

227.7104–1 to mirror the policies at 

DFARS 227.7103–10(a)(5) and DFARS 

227.7203–10(a)(5), and it adds crossreferences at DFARS 227.7104–1 to 

policies at DFARS 227.7103–10 and 

DFARS 227.7203–10. These instructions 

expressly prohibit contracting officers 

from requiring offerors to relinquish 

SBIR/STTR data rights or from rejecting 

offerors solely due to SBIR/STTR data 

rights restrictions. The guidance also 

indicates that, during the source 

selection process, the Government may 

evaluate the impact of restrictions on 

the Government’s ability to use or 

disclose technical data or computer 

software in a manner consistent with 

acquisition preferences and other 

guidance applicable to SBIR/STTR 

offerors. 

b. Negotiation in SBIR/STTR Contracts 

Comment: A respondent 

recommended revisions to DFARS 

252.227–7018(c)(2)(ii)(B). The 

respondent asserted that the proposed 

rule may be misinterpreted to imply that 

special licenses may be negotiated prior 

to contract award where the standard 

license rights are SBIR/STTR data 

rights. 

Response: DFARS 252.227– 

7018(c)(2)(ii)(B) is revised to remove 

this language. In addition, DFARS 

227.7104–2(c) is added to indicate that 

the Government and the SBIR/STTR 

contractor or subcontractor may 

negotiate special license rights only 

after contract award. Note that DFARS 

Case 2018–D071, Negotiation of Price 

for Technical Data and Preference for 

Specially Negotiated Licenses, 

addresses proposed DFARS revisions to 

implement policies and procedures 

regarding negotiation of special licenses, 

including applicable SBIR/STTR 

policies and procedures. 

4. Guidance in the SBIR/STTR Policy 

Directive Outside of the Scope of Part 

227 

a. Restrictions on Prototypes 

Comment: Some respondents 

recommended applying the marking 

requirements to prototypes, end items, 

or products themselves. 

Response: The ANPR, proposed rule, 

and this final rule recognize and 

reference the SBIR/STTR Policy 

Directive guidance on prototypes in 

DFARS 227.7104–2(c). Because the 

license rights and marking requirements 

prescribed in DFARS Part 227 apply 

only to technical data and computer 

software rather than hardware, DoD has 

not adopted the respondents’ 

recommended revision to Part 227 and 

the associated clauses. 

b. Guidance From SBIR/STTR Policy 

Directive Not Related to Data Rights 

Comment: Respondents 

recommended revising part 227 to 

include guidance from the SBIR/STTR 

Policy Directive that is not related to 

data rights, including guidance on 

agency notices of intent to award, SBA 

notices of intent to appeal, SBA appeals, 

suspensions of work, and sole-source 

awards. 

Response: The respondents’ 

recommendations are not related to 

license rights to technical data or 

software. Therefore, they are beyond the 

scope of part 227 and this rule. 

C. Other Changes 

Editorial changes were made, 

including updates to comport with 

DFARS content and formatting 

conventions. The rule also adds crossreferences at DFARS 227.7104–1 for 

SBIR/STTR technical data and software 

to the policies at DFARS 227.7103–9 

through 227.7103–12 and 227.7203–9 

through 227.7203–12 related to other 

than commercial technical data and 

other than commercial computer 

software. These policies have also been 

revised to clarify their applicability to 

SBIR/STTR data. 

III. Applicability to Contracts at or 

Below the Simplified Acquisition 

Threshold, for Commercial Products 

(Including Commercially Available Offthe-Shelf Items), and for Commercial 

Services 

The rule clarifies the following 

DFARS solicitation provision and 

contract clauses to reflect the objectives 

of the SBIR/STTR Policy Directive: 

252.227–7013, Rights in Technical 

Data—Other Than Commercial Products 

and Commercial Services; 252.227– 

7014, Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation; 252.227–7015, 

Technical Data—Commercial Products 

and Commercial Services; 252.227– 

7016, Rights in Bid or Proposal 

Information; 252.227–7017, 

Identification and Assertion of Use, 

Release, or Disclosure Restrictions; 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program; 

and 252.227–7025, Limitation on the 

Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

DFARS clauses 252.227–7013, 

252.227–7015, and 252.227–7037 will 

continue to apply to contracts at or 

below the SAT and for the acquisition 

of commercial products, including 

COTS items, and commercial services. 

In addition, DFARS 252.227–7018 

applies to contracts at or below the SAT 

and for the acquisition of commercial 

products, including COTS items, and 

commercial services. 

This rule also creates a new provision 

and a new clause: (1) DFARS 252.227– 

7040, Additional Preaward 

Requirements for Small Business 

Technology Transfer Program, and (2) 

DFARS 252.227–7041, Additional 

Postaward Requirements for Small 

Business Technology Transfer Program. 

The new provision and clause apply to 


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acquisitions at or below the SAT and to 

acquisitions of commercial products, 

including COTS items, and commercial 

services. Not applying this provision 

and clause to contracts at or below the 

SAT and for the acquisition of 

commercial products, including COTS 

items, and commercial services would 

exclude contracts intended to be 

covered by this rule and undermine the 

overarching purpose of the rule. 

Consequently, the rule applies to 

contracts at or below the SAT and for 

the acquisition of commercial products, 

including COTS items, and commercial 

services. 

IV. Expected Impact of the Rule 

The SBIR/STTR Policy Directive 

updates the SBIR/STTR data protection 

period to a single, non-extendable 20- 

year period, rather than an extendable 5- 

year period. The rule also provides the 

Government with perpetual government 

purpose rights license after the 

expiration of the SBIR/STTR data 

protection period, rather than unlimited 

rights. In addition, the rule implements 

STTR-unique requirements in the SBIR/ 

STTR Policy Directive related to 

allocation of intellectual property rights 

between partnering institutions and 

contractors under the STTR program. 

The rule removes an alternate clause for 

DFARS 252.227–7018, which previously 

allowed the Government to elect not to 

exercise its right to publish or authorize 

others to publish SBIR data. 

This rule therefore impacts the 

Government’s license rights in SBIR/ 

STTR data. The SBIR/STTR Policy 

Directive emphasizes the need to protect 

the intellectual property interests of 

small businesses. This rule provides a 

transparent and consistent framework 

that protects the intellectual property 

interests of our small-business industry 

partners. 

V. Executive Order 12866 and 13563 

Executive Orders (E.O.s) 12866 and 

13563 direct agencies to assess all costs 

and benefits of available regulatory 

alternatives and, if regulation is 

necessary, to select regulatory 

approaches that maximize net benefits 

(including potential economic, 

environmental, public health and safety 

effects, distributive impacts, and 

equity). E.O. 13563 emphasizes the 

importance of quantifying both costs 

and benefits, of reducing costs, of 

harmonizing rules, and of promoting 

flexibility. This is not a significant 

regulatory action and, therefore, was not 

subject to review under section 6(b) of 

E.O. 12866, Regulatory Planning and 

Review, as amended. 

VI. Congressional Review Act 

As required by the Congressional 

Review Act (5 U.S.C. 801–808) before an 

interim or final rule takes effect, DoD 

will submit a copy of the interim or 

final rule with the form, Submission of 

Federal Rules Under the Congressional 

Review Act, to the U.S. Senate, the U.S. 

House of Representatives, and the 

Comptroller General of the United 

States. A major rule under the 

Congressional Review Act cannot take 

effect until 60 days after it is published 

in the Federal Register. The Office of 

Information and Regulatory Affairs has 

determined that this rule is not a major 

rule as defined by 5 U.S.C. 804. 

VII. Regulatory Flexibility Act 

A final regulatory flexibility analysis 

has been prepared consistent with the 

Regulatory Flexibility Act, 5 U.S.C. 601, 

et seq. and is summarized as follows: 

DoD is amending the DFARS to 

implement the data-rights portions of 

the revised SBA Small Business 

Innovation Research (SBIR) Program 

and Small Business Technology 

Transfer (STTR) Program Policy 

Directive. The final combined SBA 

SBIR/STTR Policy Directive became 

effective on May 2, 2019. The objectives 

of this rule are to implement the datarights portions of the SBA SBIR/STTR 

Policy Directive. Accordingly, the rule 

provides the following: 

• A single, non-extendable, 20-year 

SBIR/STTR data protection period, 

rather than a 5-year period that can be 

extended indefinitely; 

• Perpetual government purpose 

rights license rights after the expiration 

of the SBIR/STTR data protection 

period, rather than unlimited rights; and 

• Definitions that harmonize 

terminology used in the Policy Directive 

and the Federal Acquisition Regulation 

and DFARS implementations. 

The rule provides a new DFARS 

solicitation provision and a contract 

clause applicable to STTR awards where 

no such coverage has existed. Further, 

the rule updates the following DFARS 

provision and clauses: 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services; 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation; 252.227–7015, 

Technical Data—Commercial Products 

and Commercial Services; 252.227– 

7016, Rights in Bid or Proposal 

Information; 252.227–7017, 

Identification and Assertion of Use, 

Release, or Disclosure Restrictions; 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program; 

252.227–7019, Validation of Asserted 

Restrictions—Computer Software; and 

252.227–7025, Limitations on the Use or 

Disclosure of Government-Furnished 

Information Marked with Restrictive 

Legends. 

The SBIR/STTR Policy Directive 

emphasizes the need to protect the 

intellectual property interests of small 

businesses. The rule provides a 

transparent and consistent framework 

that protects the intellectual property 

interests of our small-business industry 

partners. 

DoD received no comments in 

response to the initial regulatory 

flexibility analysis. 

This rule will apply to small entities 

that have contracts with DoD requiring 

delivery of data, including technical 

data and computer software. Based on 

data from Electronic Data Access for 

fiscal year (FY) 2022 through FY 2024, 

DoD estimates that 3,341 contractors 

may be impacted by the changes in this 

final rule. Of those entities, 

approximately 3,258 (98 percent) are 

small entities. 

This rule imposes new reporting, 

recordkeeping, or other compliance 

requirements for small entities 

participating in the STTR program. This 

rule adds a requirement for offerors 

responding to solicitations under the 

STTR program to submit, to be eligible 

for award, both a written agreement and 

a written representation to the 

contracting officer for review. Further, 

the rule requires STTR contractors to 

submit both an updated written 

agreement and an updated written 

representation to the contracting officer 

as occasioned by postaward 

modifications of the written agreement. 

Based on data from SBA for FY 2022 

through FY 2024, DoD estimates that an 

average of 618 unique small entities are 

awarded an average of 359 STTR 

contract actions on an annual basis. DoD 

estimates that senior employees are 

necessary to prepare the written 

agreement and written representation 

because of the complexity of the matter, 

and the written representation requires 

execution by an employee authorized to 

bind the company. 

There are no known, significant, 

alternative approaches that would meet 

the requirements. 

VIII. Paperwork Reduction Act 

This final rule contains information 

collection requirements that have been 

approved by the Office of Management 

and Budget (OMB) under the Paperwork 

Reduction Act (44 U.S.C. chapter 35). 


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103342 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 

This information collection requirement 

has been assigned OMB Control Number 

0750–0010, Defense Federal Acquisition 

Regulation Supplement Part 227, 

Patents, Data, and Copyrights; Small 

Business Technology Transfer Program. 

List of Subjects in 48 CFR Parts 212, 

227, and 252 

Government procurement. 

Jennifer D. Johnson, 

Editor/Publisher, Defense Acquisition 

Regulations System. 

Therefore, the Defense Acquisition 

Regulations System amends 48 CFR 

parts 212, 227, and 252 as follows: 

■ 1. The authority citation for 48 CFR 

parts 212, 227, and 252 continues to 

read as follows: 

Authority: 41 U.S.C. 1303 and 48 CFR 

chapter 1. 

PART 212—ACQUISITION OF 

COMMERCIAL PRODUCTS AND 

COMMERCIAL SERVICES 

■ 2. Amend section 212.301 by revising 

paragraph (f)(xii) to read as follows: 

212.301 Solicitation provisions and 

contract clauses for the acquisition of 

commercial products and commercial 

services. 

* * * * * 

(f) * * * 

(xii) Part 227—Patents, Data, and 

Copyrights. (A) Use the clause at 

252.227–7013, Rights in Technical 

Data—Other Than Commercial Products 

and Commercial Services, as prescribed 

in 227.7102–4(b) and 227.7103–6(a). 

Use the clause with its Alternate I as 

prescribed in 227.7103–6(b)(1). Use the 

clause with its Alternate II as prescribed 

in 227.7103–6(b)(2), to comply with 10 

U.S.C. 8687 and 17 U.S.C. 1301, et seq. 

(B) Use the clause at 252.227–7015, 

Technical Data—Commercial Products 

and Commercial Services, as prescribed 

in 227.7102–4(a)(1), to comply with 10 

U.S.C. 3772(a). Use the clause with its 

Alternate I as prescribed in 227.7102– 

4(a)(2), to comply with 10 U.S.C. 8687 

and 17 U.S.C. 1301, et seq. 

(C) Use the clause at 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, as 

prescribed in 227.7104–4(a)(1). 

(D) Use the clause at 252.227–7037, 

Validation of Restrictive Markings on 

Technical Data, as prescribed in 

227.7102–4(c). 

(E) Use the provision at 252.227– 

7040, Additional Preaward 

Requirements for Small Business 

Technology Transfer Program, as 

prescribed in 227.7104–4(c)(1). 

(F) Use the clause at 252.227–7041, 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program, as prescribed in 227.7104– 

4(c)(2). 

* * * * * 

PART 227—PATENTS, DATA, AND 

COPYRIGHTS 

■ 3. Amend section 227.7103–5— 

■ a. In paragraph (b)(4) introductory 

text, by removing ‘‘government may’’ 

and adding ‘‘Government may’’ in its 

place; 

■ b. In paragraph (b)(4)(i), by removing 

‘‘non-disclosure’’ and adding 

‘‘nondisclosure’’ in its place; 

■ c. By revising paragraphs (b)(5) and (6) 

and (c)(4). 

The revisions read as follows: 

227.7103–5 Government rights. 

* * * * * 

(b) * * * 

(5) When technical data marked with 

government purpose rights legends will 

be released or disclosed to a 

Government contractor performing a 

contract that does not include the clause 

at 252.227–7025, the contract may be 

modified, prior to release or disclosure, 

to include that clause in lieu of 

requiring the contractor to complete a 

use and nondisclosure agreement. 

(6) Contracting activities shall 

establish procedures to assure that 

technical data marked with government 

purpose rights legends are released or 

disclosed, including a release or 

disclosure through a Government 

solicitation, only to persons subject to 

the use and nondisclosure restrictions. 

Public announcements in the System for 

Award Management or other 

publications must provide notice of the 

use and nondisclosure requirements. 

Class use and nondisclosure agreements 

(e.g., agreements covering all 

solicitations received by the XYZ 

company within a reasonable period) 

are authorized and may be obtained at 

any time prior to release or disclosure 

of the government purpose rights data. 

Documents transmitting government 

purpose rights data to persons under 

class agreements shall identify the 

technical data subject to government 

purpose rights and the class agreement 

under which such data are provided. 

(c) * * * 

(4) When the person asserting limited 

rights permits the Government to 

release, disclose, or have others use the 

data subject to restrictions on further 

use, release, or disclosure, or for a 

release under paragraph (c)(2)(i), (ii), or 

(iii) of this section, the intended 

recipient must complete the use and 

nondisclosure agreement at 227.7103–7, 

or receive the data for performance of a 

Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends, prior to release or 

disclosure of the limited rights data. 

* * * * * 

■ 4. Amend section 227.7103–6 in 

paragraph (a) by revising the second 

sentence and adding a new third 

sentence to read as follows: 

227.7103–6 Contract clauses. 

(a) * * * Do not use the clause when 

the only deliverable items are computer 

software or computer software 

documentation (see 227.72), commercial 

products or commercial services 

developed exclusively at private 

expense (see 227.7102–4), existing 

works (see 227.7105), or special works 

(see 227.7106). When contracting under 

the Small Business Innovation Research 

(SBIR) Program or the Small Business 

Technology Transfer (STTR) Program, 

see 227.7104–4(a). * * * 

* * * * * 

■ 5. Amend section 227.7103–7— 

■ a. By revising the section heading and 

paragraph (a); 

■ b. In paragraph (b) and paragraph (c) 

introductory text, by removing ‘‘nondisclosure’’ and adding ‘‘nondisclosure’’ 

in its place; 

■ e. In the agreement ‘‘Use and NonDisclosure Agreement’’, by revising the 

agreement heading, paragraphs (1) and 

(5) of the agreement, and the 

parenthetical clause at the end of the 

agreement. 

The revisions read as follows: 

227.7103–7 Use and nondisclosure 

agreement. 

(a) Except as provided in paragraph 

(b) of this section, technical data or 

computer software delivered to the 

Government with restrictions on use, 

modification, reproduction, release, 

performance, display, or disclosure may 

not be provided to third parties, unless 

the intended recipient completes and 

signs the use and nondisclosure 

agreement at paragraph (c) of this 

section prior to release or disclosure of 

the data. 

(1) The specific conditions under 

which an intended recipient will be 

authorized to use, modify, reproduce, 

release, perform, display, or disclose 

technical data subject to limited rights 

or SBIR/STTR data rights, or computer 

software subject to restricted rights or 

SBIR/STTR data rights must be 


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stipulated in an attachment to the use 

and nondisclosure agreement. 

(2) For an intended release, 

disclosure, or authorized use of 

technical data or computer software 

subject to special license rights, modify 

paragraph (1)(d) of the use and 

nondisclosure agreement in paragraph 

(c) of this section to enter the 

conditions, consistent with the license 

requirements, governing the recipient’s 

obligations regarding use, modification, 

reproduction, release, performance, 

display, or disclosure of the data or 

software. 

* * * * * 

Use and Nondisclosure Agreement 

* * * * * 

(1) The Recipient shall— 

(a) Use, modify, reproduce, release, 

perform, display, or disclose Data 

marked with government purpose rights 

or SBIR/STTR data rights legends (after 

expiration of the SBIR/STTR data 

protection period provided in the SBIR/ 

STTR data rights legend) only for 

government purposes and shall not do 

so for any commercial purpose. The 

Recipient shall not release, perform, 

display, or disclose these Data, without 

the express written permission of the 

contractor whose name appears in the 

restrictive legend (the ‘‘Contractor’’), to 

any person other than its subcontractors 

or suppliers, or prospective 

subcontractors or suppliers, who require 

these Data to submit offers for, or 

perform, contracts with the Recipient. 

The Recipient shall require its 

subcontractors or suppliers, or 

prospective subcontractors or suppliers, 

to sign a use and nondisclosure 

agreement prior to disclosing or 

releasing these Data to such persons. 

Such agreement must be consistent with 

the terms of this agreement. 

(b) Use, modify, reproduce, release, 

perform, display, or disclose technical 

data marked with limited rights legends 

or SBIR/STTR data rights legends only 

as specified in the attachment to this 

Agreement. Release, performance, 

display, or disclosure to other persons is 

not authorized unless specified in the 

attachment to this Agreement or 

expressly permitted in writing by the 

Contractor. The Recipient shall 

promptly notify the Contractor of the 

execution of this Agreement and 

identify the Contractor’s Data that has 

been or will be provided to the 

Recipient, the date and place the Data 

were or will be received, and the name 

and address of the Government office 

that has provided or will provide the 

Data. 

(c) Use computer software marked 

with restricted rights or SBIR/STTR data 

rights legends only in performance of 

Contract Number ____[insert contract 

number(s))]. The recipient shall not, for 

example, enhance, decompile, 

disassemble, or reverse engineer the 

software; time share, or use a computer 

program with more than one computer 

at a time. The recipient may not release, 

perform, display, or disclose such 

software to others unless expressly 

permitted in writing by the licensor 

whose name appears in the restrictive 

legend. The Recipient shall promptly 

notify the software licensor of the 

execution of this Agreement and 

identify the software that has been or 

will be provided to the Recipient, the 

date and place the software were or will 

be received, and the name and address 

of the Government office that has 

provided or will provide the software. 

(d) Use, modify, reproduce, release, 

perform, display, or disclose Data 

marked with special license rights 

legends. [To be completed by the 

contracting officer. See 227.7103– 

7(a)(2). Omit if none of the data 

requested is marked with special license 

rights legends.] 

* * * * * 

(5) The Recipient agrees to indemnify 

and hold harmless the Government, its 

agents, and employees from every claim 

or liability, including attorneys’ fees, 

court costs, and expenses arising out of, 

or in any way related to, the misuse or 

unauthorized modification, 

reproduction, release, performance, 

display, or disclosure of Data received 

from the Government with restrictive 

legends by the Recipient or any person 

to whom the Recipient has released or 

disclosed the Data. 

* * * * * 

(End of use and nondisclosure 

agreement) 

■ 6. Revise section 227.7103–9 to read 

as follows: 

227.7103–9 Copyright. 

(a) Copyright license. (1) The clauses 

at 252.227–7013, Rights in Technical 

Data—Other Than Commercial Products 

and Commercial Services, and 252.227– 

7018, Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, require a 

contractor to grant or obtain for the 

Government license rights which permit 

the Government to reproduce data, 

distribute copies of the data, publicly 

perform or display the data or, through 

the right to modify data, prepare 

derivative works. The extent to which 

the Government, and others acting on its 

behalf, may exercise these rights varies 

for each of the standard data rights 

licenses obtained under the clauses. 

When non-standard license rights in 

technical data will be negotiated, 

negotiate the extent of the copyright 

license concurrent with negotiations for 

the data rights license. Do not negotiate 

a copyright license that provides less 

rights than the standard limited rights 

license in technical data. 

(2) The clauses at 252.227–7013 and 

252.227–7018 do not permit a contractor 

to incorporate a third party’s 

copyrighted data into a deliverable data 

item unless the contractor has obtained 

an appropriate license for the 

Government and, when applicable, 

others acting on the Government’s 

behalf, or has obtained the contracting 

officer’s written approval to do so. Grant 

approval to use third-party copyrighted 

data in which the Government will not 

receive a copyright license only when 

the Government’s requirements cannot 

be satisfied without the third-party 

material or when the use of the thirdparty material will result in cost savings 

to the Government which outweigh the 

lack of a copyright license. 

(b) Copyright considerations— 

acquisition of existing and special 

works. See 227.7105 or 227.7106 for 

copyright considerations when 

acquiring existing or special works that 

are not SBIR/STTR data. 

■ 7. Amend section 227.7103–10— 

■ a. In paragraph (a)(3), by revising the 

third sentence; 

■ b. By revising paragraphs (a)(5) and 

(b); 

■ c. In paragraph (c)(1), by removing 

‘‘subsection’’ and adding ‘‘section’’ in 

its place; 

■ d. In paragraph (c)(2) introductory 

text, by removing ‘‘six months’’ and 

adding ‘‘6 months’’ in its place; and 

■ e. In paragraph (c)(2)(ii), by removing 

‘‘clause at 252.227–7013’’ and adding 

‘‘clauses at 252.227–7013 and 252.227– 

7018’’ in its place. 

The revisions read as follows: 

227.7103–10 Contractor identification and 

marking of technical data to be furnished 

with restrictive markings. 

(a) * * * 

(3) * * * Subsequent to contract 

award, the clauses at 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services, and 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, permit the contractor 

to make additional assertions under 

certain conditions. * * * 

* * * * * 


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(5) Information provided by offerors 

in response to the solicitation provision 

may be used in the source selection 

process to evaluate the impact on 

evaluation factors that may be created 

by restrictions on the Government’s 

ability to use or disclose technical data. 

However, contracting officers shall 

not— 

(i) Prohibit offerors from offering 

products for which the offeror is 

entitled to provide the technical data 

with restrictions; or 

(ii) Require offerors, either as a 

condition of being responsive to a 

solicitation or as a condition for award, 

to sell or otherwise relinquish rights in 

technical data except for the standard 

rights specified in the applicable 

clauses. 

(b) Contractor marking requirements. 

The clauses at 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products and Commercial 

Services, and 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program— 

(1) Require a contractor that desires to 

restrict the Government’s rights in 

technical data to place restrictive 

markings on the data, provide 

instructions for the placement of the 

restrictive markings, and authorize the 

use of certain restrictive markings; and 

(2) Require a contractor to deliver, 

furnish, or otherwise provide to the 

Government any technical data in 

which the Government has previously 

obtained rights with the Government’s 

preexisting rights in that data unless the 

parties have agreed otherwise or 

restrictions on the Government’s rights 

to use, modify, reproduce, release, 

perform, display, or disclose the data 

have expired. When restrictions are still 

applicable, the contractor is permitted 

to mark the data with the appropriate 

restrictive legend for which the data 

qualified. 

* * * * * 

■ 8. Amend section 227.7103–11— 

■ a. By revising paragraph (a); and 

■ b. In paragraph (b), by removing 

‘‘Technical Data requires’’ and adding 

‘‘Technical Data, requires’’ in its place. 

The revision reads as follows: 

227.7103–11 Contractor procedures and 

records. 

(a) The clauses at 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services, and 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, require a contractor, 

and its subcontractors or suppliers that 

will deliver technical data with other 

than unlimited rights, to establish and 

follow written procedures to assure that 

restrictive markings are used only when 

authorized and to maintain records to 

justify the validity of asserted 

restrictions on delivered data. 

* * * * * 

■ 9. Amend section 227.7103–12 by 

revising paragraph (a)(1) to read as 

follows: 

227.7103–12 Government right to 

establish conformity of markings. 

(a) * * * 

(1) Authorized markings are identified 

in the clauses at 252.227–7013, Rights 

in Technical Data—Other Than 

Commercial Products and Commercial 

Services, and 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program. All other markings 

are nonconforming markings. An 

authorized marking that is not in the 

form, or differs in substance, from the 

marking requirements in the clauses at 

252.227–7013 and 252.227–7018 is also 

a nonconforming marking. 

* * * * * 

227.7103–16 [Amended] 

■ 10. Amend section 227.7103–16 in 

paragraph (b) by removing ‘‘nondisclosure’’ and adding ‘‘nondisclosure’’ 

in its place. 

■ 11. Revise section 227.7104 to read as 

follows: 

227.7104 Contracts under the Small 

Business Innovation Research Program and 

Small Business Technology Transfer 

Program. 

■ 12. Add sections 227.7104–1, 

227.7104–2, 227.7104–3, and 227.7104– 

4 to read as follows: 

* * * * * 

Sec. 

227.7104–1 Policy. 

227.7104–2 Rights in SBIR or STTR data. 

227.7104–3 STTR program requirements. 

227.7104–4 Solicitation provisions and 

contract clauses. 

* * * * * 

227.7104–1 Policy. 

(a) Do not require an offeror, either as 

a condition of being responsive to a 

solicitation or as a condition for award, 

to sell or otherwise relinquish to the 

Government any rights in technical data 

related to items, components, or 

processes developed under a SBIR/ 

STTR contract or any rights in computer 

software generated under a SBIR/STTR 

contract except for the standard rights 

identified at 227.7104–2. 

(b) Do not prohibit contractors and 

offerors from furnishing or offering to 

furnish items, components, or processes 

developed under a SBIR/STTR contract 

or computer software generated under a 

SBIR/STTR contract solely because the 

Government’s rights to use, modify, 

release, reproduce, perform, display, or 

disclose such computer software or 

technical data pertaining to those items, 

components, or processes may be 

restricted. 

(c) Consistent with the guidance in 

this section, 227.7103–10(a)(5), 

227.7203–10(a)(5), and other acquisition 

guidance applicable to SBIR/STTR 

solicitations, the Government may use 

information provided by offerors in 

response to a solicitation in the source 

selection process to evaluate the impact 

of proposed restrictions on the 

Government’s ability to use or disclose 

technical data or computer software. 

(d) SBIR/STTR data rights apply to 

SBIR/STTR data that are delivered, 

developed, or generated in the 

performance of a contract or agreement 

that is covered by SBIR/STTR policies, 

including contracts and subcontracts 

that include phase III work. Phase III 

work refers to work that derives from, 

extends, or completes an effort made 

under prior SBIR/STTR contracts or 

agreements, and is funded by sources 

other than SBIR/STTR programs (see 

PGI 227.7104–1). 

(e) For SBIR/STTR data that is other 

than commercial technical data, and 

other than commercial computer 

software and computer software 

documentation, see— 

(1) 227.7103–9 and 227.7203–9 for 

guidance on copyright licenses; 

(2) 227.7103–10 and 227.7203–10 for 

guidance on contractor identification 

and marking of technical data and 

computer software to be furnished with 

restrictive markings; 

(3) 227.7103–11 and 227.7203–11 for 

guidance on maintenance of contractor 

records; and 

(4) 227.7103–12 and 227.7203–12 for 

guidance on nonconforming and 

unjustified markings. 

227.7104–2 Rights in SBIR or STTR data. 

(a) Under the clause at 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer Software– 

Small Business Innovation Research 

Program and Small Business 

Technology Transfer Program, the 

Government obtains the following 

standard license rights: 


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(1) Unlimited rights in the technical 

data and computer software listed in 

paragraph (c)(1) of the clause. 

(2) SBIR/STTR data rights in all other 

technical data and computer software 

developed or generated under the phase 

I, II, or III SBIR/STTR contract or 

subcontract and marked with the SBIR/ 

STTR data rights marking. SBIR/STTR 

data rights provide the Government 

limited rights in such technical data and 

restricted rights in such computer 

software during the SBIR/STTR data 

protection period commencing on the 

date of contract award and ending 20 

years after that date unless, after award, 

the agency and the contractor negotiate 

for some other protection period for the 

SBIR/STTR data. Upon expiration of the 

SBIR/STTR data protection period, the 

Government has government purpose 

rights in the SBIR/STTR data. These 

government purpose rights do not 

expire. See 252.227–7018 for the 

definition of the SBIR/STTR data 

protection period and PGI 227.7104–2 

for additional guidance on the SBIR/ 

STTR data protection period. 

(b) During the SBIR/STTR data 

protection period, the Government may 

not release or disclose technical data or 

computer software that is subject to 

SBIR/STTR data rights to any person 

except as authorized for limited rights 

technical data or restricted rights 

computer software, respectively. 

(c) The Government and contractor or 

subcontractor may negotiate special 

license rights only after contract award. 

The Government shall not make 

contract award conditional on the 

contractor or subcontractor negotiating 

or consenting to negotiate special 

license rights. Negotiation of special 

license rights is authorized only after 

contract award by mutual agreement of 

the parties. 

(d) The Small Business 

Administration’s SBIR and STTR 

Program Policy Directive (effective May 

3, 2023) provides for special 

consideration regarding the handling 

(e.g., disclosure, reverse engineering) of 

prototypes generated under SBIR and 

STTR awards, to avoid effects that may 

appear to be inconsistent with the SBIR 

and STTR program objectives and to 

allow the SBIR/STTR awardee to retain 

rights in SBIR/STTR data during the 

SBIR/STTR data protection period. 

(e) The clause at 252.227–7018 

governs the Government’s license rights 

in SBIR/STTR data. However, the 

following clauses or guidance governs 

the Government’s license rights in any 

data that are not SBIR/STTR data: 

(1) For technical data pertaining to 

other than commercial products or 

commercial services or to any portion of 

a commercial product or commercial 

service that was developed in any part 

at Government expense, the clause at 

252.227–7013, Rights in Technical 

Data—Other Than Commercial Products 

and Commercial Services, governs such 

technical data in accordance with 

227.7102–4(b). 

(2) For technical data pertaining to 

any portion of a commercial product or 

commercial service that was developed 

exclusively at private expense, the 

clause at 252.227–7015, Technical 

Data—Commercial Products and 

Commercial Services, governs such 

technical data, in accordance with 

227.7102–4(b). 

(3) For other than commercial 

computer software or computer software 

documentation, the clause at 252.227– 

7014, Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, governs such software 

and computer software documentation, 

in accordance with 227.7203–6(a)(1). 

(4) For commercial computer software 

and computer software documentation, 

the license customarily provided to the 

public governs such software and 

documentation, in accordance with 

227.7202–3. 

227.7104–3 STTR program requirements. 

(a) Before award of a contract under 

the STTR program requirements only, 

the provision at 252.227–7040, 

Additional Preaward Requirements for 

Small Business Technology Transfer 

Program, requires offerors to submit, as 

part of their proposal, a written 

agreement between the offeror and a 

research institution that allocates any 

rights in intellectual property and the 

offeror’s written representation that the 

offeror is satisfied with the agreement. 

The contracting officer shall review the 

agreement to ensure it does not conflict 

with the requirements of the solicitation 

or any right to carry out follow-on 

research. If such conflicts exist and 

cannot be resolved, the submitted 

proposal is not eligible for award. 

(b) At contract award for STTR 

program requirements, in accordance 

with the clause at 252.227–7041, 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program, the contracting officer shall 

attach to the contract the accepted 

written agreement and representation 

provided by the contractor pursuant to 

the provision at 252.227–7040. 

(c) After contract award, for any 

modification to the written agreement 

between the contractor and research 

institution, the contracting officer shall 

review the agreement and 

representation to ensure the modified 

agreement adheres to the requirements 

of 252.227–7041. If acceptable, the 

contracting officer shall attach the 

modified agreement to the contract. 

227.7104–4 Solicitation provisions and 

contract clauses. 

(a)(1) Use the clause at 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer Software– 

Small Business Innovation Research 

Program and Small Business 

Technology Transfer Program, in 

solicitations and contracts, including 

solicitations and contracts using FAR 

part 12 procedures for the acquisition of 

commercial products and commercial 

services, when SBIR/STTR data are 

delivered, developed, or generated 

during contract performance, and when 

any portion of contract performance is 

governed by SBIR or STTR policies (e.g., 

performance of one or more 

subcontracts qualifies as a phase III 

SBIR or STTR award). See 227.7104– 

1(d) for guidance on contracts or 

subcontracts governed by SBIR or STTR 

policies. 

(2) For the remainder of the technical 

data or computer software that is 

delivered, developed, or generated 

under the contract, use the following 

clauses as applicable, in accordance 

with the prescriptions for those clauses: 

(i) 252.227–7013, Rights in Technical 

Data–Other Than Commercial Products 

and Commercial Services. 

(ii) 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation. 

(iii) 252.227–7015, Technical Data— 

Commercial Products and Commercial 

Services. 

(b) Use the following provision in 

solicitations and the following clauses 

in solicitations and contracts that 

include the clause at 252.227–7018, in 

accordance with the prescriptions for 

the provision and clauses: 

(1) 252.227–7016, Rights in Bid or 

Proposal Information. 

(2) 252.227–7017, Identification and 

Assertion of Use, Release, or Disclosure 

Restrictions. 

(3) 252.227–7019, Validation of 

Asserted Restrictions–Computer 

Software. 

(4) 252.227–7025, Limitations on the 

Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

(5) 252.227–7028, Technical Data or 

Computer Software Previously 

Delivered to the Government. 

(6) 252.227–7030, Technical Data– 

Withholding of Payment. 

(7) 252.227–7037, Validation of 

Restrictive Markings on Technical Data 


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(paragraph (e) of the clause contains 

information that must be included in a 

challenge). 

(c)(1) Use the provision at 252.227– 

7040, Additional Preaward 

Requirements for Small Business 

Technology Transfer Program, in 

solicitations that contain the clause at 

252.227–7041. 

(2) Use the clause at 252.227–7041, 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program, in solicitations and contracts, 

including solicitations and contracts 

using FAR part 12 procedures for the 

acquisition of commercial products and 

commercial services, for acquisitions 

under the STTR program. 

227.7108 [Amended] 

■ 13. Amend section 227.7108 in 

paragraph (a)(5) by removing ‘‘nondisclosure’’ and adding ‘‘nondisclosure’’ 

in its place. 

■ 14. Amend section 227.7203–5— 

■ a. In paragraph (b)(5), by removing 

‘‘non-disclosure’’ and adding 

‘‘nondisclosure’’ in its place; and 

■ b. By revising paragraph (b)(6) to read 

as follows: 

227.7203–5 Government rights. 

* * * * * 

(b) * * * 

(6) Contracting activities shall 

establish procedures to assure that 

computer software or computer software 

documentation marked with 

government purpose rights legends are 

released or disclosed, including a 

release or disclosure through a 

Government solicitation, only to 

persons subject to the use and 

nondisclosure restrictions. Public 

announcements in the System for 

Award Management or other 

publications must provide notice of the 

use and nondisclosure requirements. 

Class use and non-disclosure 

agreements (e.g., agreements covering 

all solicitations received by the XYZ 

company within a reasonable period) 

are authorized and may be obtained at 

any time prior to release or disclosure 

of the government purpose rights 

software or documentation. Documents 

transmitting government purpose rights 

software or documentation to persons 

under class agreements shall identify 

the specific software or documentation 

subject to government purpose rights 

and the class agreement under which 

such software or documentation are 

provided. 

* * * * * 

■ 15. Amend section 227.7203–6 by 

revising the section heading to read as 

follows: 

227.7203–6 Solicitation provisions and 

contract clauses. 

* * * * * 

■ 16. Amend section 227.7203–9— 

■ a. In paragraph (a)(1), by revising the 

first sentence; and 

■ b. By revising paragraphs (a)(2) and 

(b). 

The revisions read as follows: 

227.7203–9 Copyright. 

(a) * * * 

(1) The clauses at 252.227–7014, 

Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, and 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, require a 

contractor to grant, or obtain for the 

Government license rights which permit 

the Government to reproduce the 

software or documentation, distribute 

copies, perform or display the software 

or documentation and, through the right 

to modify data, prepare derivative 

works. * * * 

(2) The clauses at 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services, and 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, do not permit a 

contractor to incorporate a third party’s 

copyrighted software into a deliverable 

software item unless the contractor has 

obtained an appropriate license for the 

Government and, when applicable, 

others acting on the Government’s 

behalf, or has obtained the contracting 

officer’s written approval to do so. Grant 

approval to use third-party copyrighted 

software in which the Government will 

not receive a copyright license only 

when the Government’s requirements 

cannot be satisfied without the thirdparty material or when the use of the 

third-party material will result in cost 

savings to the Government which 

outweigh the lack of a copyright license. 

(b) Copyright considerations—special 

works. See 227.7205 for copyright 

considerations when acquiring special 

works that are not SBIR/STTR data. 

■ 17. Amend section 227.7203–10— 

■ a. In paragraph (a)(3), by revising the 

third sentence; 

■ b. By revising paragraphs (a)(5) and 

(b); 

■ c. In paragraph (c)(1), by removing 

‘‘subsection’’ and adding ‘‘section’’ in 

its place; 

■ d. In paragraph (c)(2) introductory 

text, by removing ‘‘six months’’ and 

adding ‘‘6 months’’ in its place; and 

■ e. In paragraph (c)(2)(ii), by removing 

‘‘clause at 252.227–7014’’ and adding 

‘‘clauses at 252.227–7014 and 252.227– 

7018’’ in its place. 

The revisions read as follows: 

227.7203–10 Contractor identification and 

marking of computer software or computer 

software documentation to be furnished 

with restrictive markings. 

(a) * * * 

(3) * * * Subsequent to contract 

award, the clauses at 252.227–7014, 

Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, and 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, permit a 

contractor to make additional assertions 

under certain conditions. * * * 

* * * * * 

(5) Information provided by offerors 

in response to the solicitation provision 

at 252.227–7017 may be used in the 

source selection process to evaluate the 

impact on evaluation factors that may be 

created by restrictions on the 

Government’s ability to use or disclose 

computer software or computer software 

documentation. However, contracting 

officers shall not— 

(i) Prohibit offerors from offering 

products for which the offeror is 

entitled to provide the computer 

software with restrictions; or 

(ii) Require offerors, either as a 

condition of being responsive to a 

solicitation or as a condition for award, 

to sell or otherwise relinquish rights in 

computer software except for the 

standard rights specified in the 

applicable clauses. 

(b) Contractor marking requirements. 

The clauses at 252.227–7014, Rights in 

Other Than Commercial Computer 

Software and Other Than Commercial 

Computer Software Documentation, and 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer 

Program— 

(1) Require a contractor who desires 

to restrict the Government’s rights in 

computer software or computer software 

documentation to place restrictive 

markings on the software or 

documentation, provide instructions for 

the placement of the restrictive 

markings, and authorize the use of 

certain restrictive markings. When it is 


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anticipated that the software will or may 

be used in combat or situations which 

simulate combat conditions, do not 

permit contractors to insert instructions 

into computer programs that interfere 

with or delay operation of the software 

to display a restrictive rights legend or 

other license notice; and 

(2) Require a contractor to deliver, 

furnish, or otherwise provide to the 

Government any computer software or 

computer software documentation in 

which the Government has previously 

obtained rights with the Government’s 

preexisting rights in that software or 

documentation unless the parties have 

agreed otherwise or restrictions on the 

Government’s rights to use, modify, 

produce, release, or disclose the 

software or documentation have 

expired. When restrictions are still 

applicable, the contractor is permitted 

to mark the software or documentation 

with the appropriate restrictive legend. 

* * * * * 

■ 18. Amend section 227.7203–11 by 

revising paragraph (a) to read as follows: 

227.7203–11 Contractor procedures and 

records. 

(a) The clauses at 252.227–7014, 

Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, and 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, require a 

contractor, and its subcontractors or 

suppliers that will deliver computer 

software or computer software 

documentation with other than 

unlimited rights, to establish and follow 

written procedures to assure that 

restrictive markings are used only when 

authorized and to maintain records to 

justify the validity of restrictive 

markings. 

* * * * * 

■ 19. Amend section 227.7203–12 by 

revising paragraph (a)(1) to read as 

follows: 

227.7203–12 Government right to 

establish conformity of markings. 

(a) * * * 

(1) Authorized markings are identified 

in the clauses at 252.227–7014, Rights 

in Other Than Commercial Computer 

Software and Other Than Commercial 

Computer Software Documentation, and 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program. 

All other markings are nonconforming 

markings. An authorized marking that is 

not in the form, or differs in substance, 

from the marking requirements in the 

clauses at 252.227–7014 and 252.227– 

7018 is also a nonconforming marking. 

* * * * * 

PART 252—SOLICITATION 

PROVISIONS AND CONTRACT 

CLAUSES 

■ 20. Amend section 252.227–7013— 

■ a. By revising the introductory text 

and clause date; 

■ b. By revising paragraph (a); 

■ c. By redesignating paragraphs (b) 

through (k) as paragraphs (c) through (l), 

respectively; 

■ d. By adding a new paragraph (b); 

■ e. By revising newly redesignated 

paragraphs (c) introductory text, (c)(2), 

(c)(3)(i) and (iv), and (c)(4) through 

(c)(6); 

■ f. In newly redesignated paragraph (e), 

by removing ‘‘paragraph (b)’’ and adding 

‘‘paragraph (c)’’ in its place; 

■ g. In newly redesignated paragraph 

(f)(2), by removing ‘‘(e)(3)’’ and adding 

‘‘(f)(3)’’ in its place; 

■ h. In newly redesignated paragraph 

(f)(3)— 

■ i. By removing ‘‘Identification and 

Assertion of Restrictions on the 

Government’s Use, Release, or 

Disclosure of Technical Data.’’; 

■ ii. By adding a heading to the table; 

and 

■ iii. In note 3, by removing ‘‘SBIR’’ and 

adding ‘‘SBIR/STTR’’ in its place; 

■ j. In newly redesignated paragraph 

(f)(4), by removing ‘‘of the Validation of 

Restrictive Markings on Technical Data’’ 

and adding ‘‘in the DFARS 252.227– 

7037, Validation of Restrictive Markings 

on Technical Data,’’ in its place; 

■ k. By revising newly redesignated 

paragraph (g); 

■ l. In newly redesignated paragraph 

(i)(1), by removing ‘‘Validation of 

Restrictive Markings on Technical Data’’ 

and adding ‘‘DFARS 252.227–7037, 

Validation of Restrictive Markings on 

Technical Data,’’ in its place; 

■ m. By revising newly redesignated 

paragraph (i)(2); 

■ n. In newly redesignated paragraph 

(k)(2), by removing ‘‘(j)(1)’’ and adding 

‘‘(k)(1)’’ in its place; 

■ o. By revising newly redesignated 

paragraph (l); 

■ p. In alternate I— 

■ i. By revising the clause date and the 

introductory text; 

■ ii. By redesignating paragraph (l) as 

paragraph (m); 

■ iii. In newly redesignated paragraph 

(m)(2), by removing ‘‘paragraph (l)’’ and 

‘‘twenty-four (24)’’ and adding 

‘‘paragraph (m)’’ and ‘‘24’’ in their 

places, respectively; 

■ q. In alternate II by— 

■ i. Revising the clause date and the 

introductory text; and 

■ ii. Redesignating paragraphs (a)(17) 

and (b)(7) as paragraphs (a) and (c)(7), 

respectively. 

The revisions and additions read as 

follows: 

252.227–7013 Rights in Technical Data— 

Other Than Commercial Products and 

Commercial Services. 

As prescribed in 227.7102–4(b) and 

227.7103–6(a), use the following clause: 

Rights in Technical Data—Other Than 

Commercial Products or Commercial 

Services (JAN 2025) 

(a) Definitions. As used in this 

clause— 

Computer data base means a 

collection of data recorded in a form 

capable of being processed by a 

computer. The term does not include 

computer software. 

Computer program means a set of 

instructions, rules, or routines recorded 

in a form that is capable of causing a 

computer to perform a specific 

operation or series of operations. 

Computer software means computer 

programs, source code, source code 

listings, object code listings, design 

details, algorithms, processes, flow 

charts, formulae and related material 

that would enable the software to be 

reproduced, recreated, or recompiled. 

Computer software does not include 

computer data bases or computer 

software documentation. 

Computer software documentation 

means owner’s manuals, user’s manuals, 

installation instructions, operating 

instructions, and other similar items, 

regardless of storage medium, that 

explain the capabilities of the computer 

software or provide instructions for 

using the software. 

Covered Government support 

contractor means a contractor (other 

than a litigation support contractor 

covered by 252.204–7014) under a 

contract, the primary purpose of which 

is to furnish independent and impartial 

advice or technical assistance directly to 

the Government in support of the 

Government’s management and 

oversight of a program or effort, rather 

than to directly furnish an end item or 

service to accomplish a program or 

effort, provided that the contractor— 

(1) Is not affiliated with the prime 

contractor or a first-tier subcontractor on 

the program or effort, or with any direct 

competitor of such prime contractor or 

any such first-tier subcontractor in 

furnishing end items or services of the 


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type developed or produced on the 

program or effort; and 

(2) Receives access to technical data 

or computer software for performance of 

a Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

Detailed manufacturing or process 

data means technical data that describe 

the steps, sequences, and conditions of 

manufacturing, processing or assembly 

used by the manufacturer to produce an 

item or component or to perform a 

process. 

Developed means that an item, 

component, or process exists and is 

workable. Thus, the item or component 

must have been constructed or the 

process practiced. Workability is 

generally established when the item, 

component, or process has been 

analyzed or tested sufficiently to 

demonstrate to reasonable people 

skilled in the applicable art that there is 

a high probability that it will operate as 

intended. Whether, how much, and 

what type of analysis or testing is 

required to establish workability 

depends on the nature of the item, 

component, or process, and the state of 

the art. To be considered ‘‘developed,’’ 

the item, component, or process need 

not be at the stage where it could be 

offered for sale or sold on the 

commercial market, nor must the item, 

component, or process be actually 

reduced to practice within the meaning 

of Title 35 of the United States Code. 

Developed exclusively at private 

expense means development was 

accomplished entirely with costs 

charged to indirect cost pools, costs not 

allocated to a Government contract, or 

any combination thereof. 

(1) Private expense determinations 

should be made at the lowest 

practicable level. 

(2) Under fixed-price contracts, when 

total costs are greater than the firmfixed-price or ceiling price of the 

contract, the additional development 

costs necessary to complete 

development shall not be considered 

when determining whether 

development was at Government, 

private, or mixed expense. 

Developed exclusively with 

Government funds means development 

was not accomplished exclusively or 

partially at private expense. 

Developed with mixed funding means 

development was accomplished 

partially with costs charged to indirect 

cost pools and/or costs not allocated to 

a government contract, and partially 

with costs charged directly to a 

government contract. 

Form, fit, and function data means 

technical data that describe the required 

overall physical, functional, and 

performance characteristics (along with 

the qualification requirements, if 

applicable) of an item, component, or 

process to the extent necessary to permit 

identification of physically and 

functionally interchangeable items. 

Generated means, with regard to 

technical data or computer software, 

first created in the performance of this 

contract. 

Government purpose means any 

activity in which the United States 

Government is a party, including 

cooperative agreements with 

international or multi-national defense 

organizations, or sales or transfers by 

the United States Government to foreign 

governments or international 

organizations. Government purposes 

include competitive procurement, but 

do not include the rights to use, modify, 

reproduce, release, perform, display, or 

disclose technical data for commercial 

purposes or authorize others to do so. 

Government purpose rights means the 

rights to— 

(1) Use, modify, reproduce, release, 

perform, display, or disclose technical 

data within the Government without 

restriction; and 

(2) Release or disclose technical data 

outside the Government and authorize 

persons to whom release or disclosure 

has been made to use, modify, 

reproduce, release, perform, display, or 

disclose that data for United States 

Government purposes. 

Limited rights means the rights to use, 

modify, reproduce, release, perform, 

display, or disclose technical data, in 

whole or in part, within the 

Government. The Government may not, 

without the written permission of the 

party asserting limited rights, release or 

disclose the technical data outside the 

Government, use the technical data for 

manufacture, or authorize the technical 

data to be used by another party, except 

that the Government may reproduce, 

release, or disclose such data or 

authorize the use or reproduction of the 

data by persons outside the Government 

if— 

(1) The reproduction, release, 

disclosure, or use is— 

(i) Necessary for emergency repair and 

overhaul; or 

(ii) A release or disclosure to— 

(A) A covered Government support 

contractor in performance of its covered 

Government support contract for use, 

modification, reproduction, 

performance, display, or release or 

disclosure to a person authorized to 

receive limited rights technical data; or 

(B) A foreign government, of technical 

data other than detailed manufacturing 

or process data, when use of such data 

by the foreign government is in the 

interest of the Government and is 

required for evaluational or 

informational purposes; 

(2) The recipient of the technical data 

is subject to a prohibition on the further 

reproduction, release, disclosure, or use 

of the technical data; and 

(3) The contractor or subcontractor 

asserting the restriction is notified of 

such reproduction, release, disclosure, 

or use. 

Small Business Innovation Research/ 

Small Business Technology Transfer 

(SBIR/STTR) data means all technical 

data or computer software developed or 

generated in the performance of a phase 

I, II, or III SBIR/STTR contract or 

subcontract. 

Technical data means recorded 

information, regardless of the form or 

method of the recording, of a scientific 

or technical nature (including computer 

software documentation). The term does 

not include computer software or 

financial, administrative, cost or 

pricing, or management information, or 

information incidental to contract 

administration. 

Unlimited rights means rights to use, 

modify, reproduce, perform, display, 

release, or disclose technical data in 

whole or in part, in any manner, and for 

any purpose whatsoever, and to have or 

authorize others to do so. 

(b) Applicability. (1) Except as 

provided in paragraph (b)(2) of this 

clause— 

(i) This clause governs all technical 

data pertaining to other than 

commercial products or commercial 

services or to any portion of a 

commercial product or commercial 

service that was developed in any part 

at Government expense; and 

(ii) The clause at Defense Federal 

Acquisition Regulation Supplement 

(DFARS) 252.227–7015, Technical 

Data—Commercial Products and 

Commercial Services, governs the 

technical data pertaining to any portion 

of a commercial product or commercial 

service that was developed exclusively 

at private expense. 

(2) The clause at DFARS 252.227– 

7018, Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, governs 

technical data that are SBIR/STTR data. 

* * * * * 

(c) Rights in technical data. The 

Contractor grants or shall obtain for the 

Government the following royalty free, 


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worldwide, nonexclusive, irrevocable 

license rights in technical data other 

than computer software documentation 

(see the DFARS 252.227–7014, Rights in 

Other Than Commercial Computer 

Software and Other Than Commercial 

Computer Software Documentation, 

clause of this contract for rights in 

computer software documentation): 

* * * * * 

(2) Government purpose rights. (i) The 

Government shall have government 

purpose rights for a 5-year period, or 

such other period as may be negotiated, 

in technical data— 

(A) That pertain to items, 

components, or processes developed 

with mixed funding except when the 

Government is entitled to unlimited 

rights in such data as provided in 

paragraphs (c)(1)(ii) and (c)(1)(iv) 

through (c)(1)(ix) of this clause; or 

(B) Created with mixed funding in the 

performance of a contract that does not 

require the development, manufacture, 

construction, or production of items, 

components, or processes. 

(ii) The 5-year period, or such other 

period as may have been negotiated, 

shall commence upon execution of the 

contract, subcontract, letter contract (or 

similar contractual instrument), contract 

modification, or option exercise that 

required development of the items, 

components, or processes or creation of 

the data described in paragraph 

(c)(2)(i)(B) of this clause. Upon 

expiration of the 5-year or other 

negotiated period, the Government shall 

have unlimited rights in the technical 

data. 

(iii) The Government shall not release 

or disclose technical data in which it 

has government purpose rights unless— 

(A) Prior to release or disclosure, the 

intended recipient is subject to the 

nondisclosure agreement at DFARS 

227.7103–7; or 

(B) The recipient is a Government 

contractor receiving access to the data 

for performance of a Government 

contract that contains the clause at 

DFARS 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

(iv) The Contractor has the exclusive 

right, including the right to license 

others, to use technical data in which 

the Government has obtained 

government purpose rights under this 

contract for any commercial purpose 

during the time period specified in the 

government purpose rights legend 

prescribed in paragraph (g)(3) of this 

clause. 

* * * * * 

(3) * * * 

(i) Except as provided in paragraphs 

(c)(1)(ii) and (c)(1)(iv) through (c)(1)(ix) 

of this clause, the Government shall 

have limited rights in technical data— 

(A) Pertaining to items, components, 

or processes developed exclusively at 

private expense and marked with the 

limited rights legend prescribed in 

paragraph (g) of this clause; or 

(B) Created exclusively at private 

expense in the performance of a contract 

that does not require the development, 

manufacture, construction, or 

production of items, components, or 

processes. 

* * * * * 

(iv) The Contractor acknowledges 

that— 

(A) Limited rights data are authorized 

to be released or disclosed to covered 

Government support contractors; 

(B) The Contractor will be notified of 

such release or disclosure; 

(C) The Contractor (or the party 

asserting restrictions as identified in the 

limited rights legend) may require each 

such covered Government support 

contractor to enter into a nondisclosure 

agreement directly with the Contractor 

(or the party asserting restrictions) 

regarding the covered Government 

support contractor’s use of such data, or 

alternatively, that the Contractor (or 

party asserting restrictions) may waive 

in writing the requirement for a 

nondisclosure agreement; and 

(D) Any such nondisclosure 

agreement shall address the restrictions 

on the covered Government support 

contractor’s use of the limited rights 

data as set forth in the clause at DFARS 

252.227–7025, Limitations on the Use or 

Disclosure of Government-Furnished 

Information Marked with Restrictive 

Legends. The nondisclosure agreement 

shall not include any additional terms 

and conditions unless mutually agreed 

to by the parties to the nondisclosure 

agreement. 

(4) Specifically negotiated license 

rights. The standard license rights 

granted to the Government under 

paragraphs (c)(1) through (c)(3) of this 

clause, including the period during 

which the Government shall have 

government purpose rights in technical 

data, may be modified by mutual 

agreement to provide such rights as the 

parties consider appropriate but shall 

not provide the Government lesser 

rights than are enumerated in the 

definition of ‘‘limited rights’’ of this 

clause. Any rights so negotiated shall be 

identified in a license agreement made 

part of this contract. 

(5) Prior government rights. Technical 

data that will be delivered, furnished, or 

otherwise provided to the Government 

under this contract, in which the 

Government has previously obtained 

rights shall be delivered, furnished, or 

provided with the preexisting rights, 

unless— 

(i) The parties have agreed otherwise; 

or 

(ii) Any restrictions on the 

Government’s rights to use, modify, 

reproduce, release, perform, display, or 

disclose the data have expired or no 

longer apply. 

(6) Release from liability. The 

Contractor agrees to release the 

Government from liability for any 

release or disclosure of technical data 

made in accordance with the definition 

of ‘‘limited rights’’ or paragraph 

(c)(2)(iii) of this clause, in accordance 

with the terms of a license negotiated 

under paragraph (c)(4) of this clause, or 

by others to whom the recipient has 

released or disclosed the data and to 

seek relief solely from the party who has 

improperly used, modified, reproduced, 

released, performed, displayed, or 

disclosed Contractor data marked with 

restrictive legends. 

* * * * * 

(f) * * * 

(3) * * * 

Identification and Assertion of 

Restrictions on the Government’s Use, 

Release, or Disclosure of Technical 

Data 

* * * * * 

(g) Marking requirements. The 

Contractor, and its subcontractors or 

suppliers, may only assert restrictions 

on the Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose technical data to be 

delivered under this contract by 

marking the deliverable data subject to 

restriction. Except as provided in 

paragraph (g)(6) of this clause, only the 

following legends are authorized under 

this contract: the government purpose 

rights legend at paragraph (g)(3) of this 

clause; the limited rights legend at 

paragraph (g)(4) of this clause; the 

special license rights legend at 

paragraph (g)(5) of this clause; and a 

notice of copyright as prescribed under 

17 U.S.C. 401 or 402. 

(1) General marking instructions. The 

Contractor, or its subcontractors or 

suppliers, shall conspicuously and 

legibly mark the appropriate legend on 

all technical data that qualify for such 

markings. The authorized legends shall 

be placed on the transmittal document 

or storage container and, for printed 

material, each page of the printed 

material containing technical data for 

which restrictions are asserted. When 

only portions of a page of printed 

material are subject to the asserted 


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restrictions, such portions shall be 

identified by circling, underscoring, 

with a note, or other appropriate 

identifier. Technical data transmitted 

directly from one computer or computer 

terminal to another shall contain a 

notice of asserted restrictions. 

Reproductions of technical data or any 

portions thereof subject to asserted 

restrictions shall also reproduce the 

asserted restrictions. 

(2) Omitted markings. (i) Technical 

data delivered or otherwise provided 

under this contract without restrictive 

markings will be presumed to have been 

delivered with unlimited rights. To the 

extent practicable, if the Contractor has 

requested permission (see paragraph 

(g)(2)(ii) of this clause) to correct an 

inadvertent omission of markings, the 

Contracting Officer will not release or 

disclose the technical data pending 

evaluation of the request. 

(ii) The Contractor may request 

permission to have conforming and 

justified restrictive markings placed on 

unmarked technical data at its expense. 

The request must be received by the 

Contracting Officer within 6 months 

following the furnishing or delivery of 

such technical data, or any extension of 

that time approved by the Contracting 

Officer. The Contractor shall— 

(A) Identify the technical data that 

should have been marked; 

(B) Demonstrate that the omission of 

the marking was inadvertent, the 

proposed marking is justified and 

conforms with the requirements for the 

marking of technical data contained in 

this clause; and 

(C) Acknowledge, in writing, that the 

Government has no liability with 

respect to any disclosure, reproduction, 

or use of the technical data made prior 

to the addition of the marking or 

resulting from the omission of the 

marking. 

(3) Government purpose rights 

markings. Data delivered or otherwise 

furnished to the Government with 

government purpose rights shall be 

marked as follows: 

Government Purpose Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

Expiration Date lllllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose these technical data 

are restricted by paragraph (c)(2) of the 

DFARS 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products or Commercial 

Services, clause contained in the above 

identified contract. No restrictions 

apply after the expiration date shown 

above. Any reproduction of technical 

data or portions thereof marked with 

this legend must also reproduce the 

markings. 

(End of legend) 

(4) Limited rights markings. Data 

delivered or otherwise furnished to the 

Government with limited rights shall be 

marked as follows: 

Limited Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose these technical data 

are restricted by paragraph (c)(3) of the 

DFARS 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products or Commercial 

Services, clause contained in the above 

identified contract. Any reproduction of 

technical data or portions thereof 

marked with this legend must also 

reproduce the markings. Any person, 

other than the Government, who has 

been provided access to such data must 

promptly notify the above named 

Contractor. 

(End of legend) 

(5) Special license rights markings. (i) 

Data in which the Government’s rights 

stem from a specifically negotiated 

license shall be marked as follows: 

Special License Rights 

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose these data are 

restricted by Contract Number [Insert 

contract number], License Number 

[Insert license identifier]. Any 

reproduction of technical data or 

portions thereof marked with this 

legend must also reproduce the 

markings. 

(End of legend) 

(ii) For purposes of this clause, 

special licenses do not include 

government purpose license rights 

acquired under a prior contract (see 

paragraph (c)(5) of this clause). 

(6) Preexisting data markings. If the 

terms of a prior contract or license 

permitted the Contractor to restrict the 

Government’s rights to use, modify, 

reproduce, release, perform, display, or 

disclose technical data deliverable 

under this contract, and those 

restrictions are still applicable, the 

Contractor may mark such data with the 

appropriate restrictive legend for which 

the data qualified under the prior 

contract or license. The Contractor shall 

follow the marking procedures in 

paragraph (g)(1) of this clause. 

* * * * * 

(i) * * * 

(2) Nonconforming technical data 

markings. A nonconforming marking is 

a marking placed on technical data 

delivered or otherwise furnished to the 

Government under this contract that is 

not in the format authorized by this 

contract. Correction of nonconforming 

markings is not subject to the DFARS 

252.227–7037, Validation of Restrictive 

Markings on Technical Data, clause of 

this contract. If the Contracting Officer 

notifies the Contractor of a 

nonconforming marking and the 

Contractor fails to remove or correct 

such marking within 60 days, the 

Government may ignore or, at the 

Contractor’s expense, remove or correct 

any nonconforming marking. 

* * * * * 

(l) Subcontractors or suppliers. (1) 

The Contractor shall ensure that the 

rights afforded its subcontractors and 

suppliers under 10 U.S.C. 3771–3775, 

10 U.S.C. 3781–3786, 15 U.S.C. 

638(j)(1)(B)(iii) and (v), and the 

identification, assertion, and delivery 

processes of paragraph (f) of this clause 

are recognized and protected. 

(2) Whenever any technical data for 

other than commercial products or 

commercial services, or for commercial 

products or commercial services 

developed in any part at Government 

expense, are to be obtained from a 

subcontractor or supplier for delivery to 

the Government under this contract, the 

Contractor shall use the following 

clauses in the subcontract or other 

contractual instrument, including 

subcontracts or other contractual 

instruments for commercial products or 

commercial services, and require its 

subcontractors or suppliers to do so, 

without alteration, except to identify the 

parties; 

(i)(A) Except as provided in paragraph 

(l)(2)(ii) of this clause, use this clause to 

govern the technical data pertaining to 

other than commercial products and 

commercial services or to any portion of 

a commercial product or commercial 

service that was developed in any part 

at Government expense. 

(B) Use the clause at DFARS 252.227– 

7015, Technical Data—Commercial 

Products and Commercial Services, to 

govern the technical data pertaining to 

any portion of a commercial product or 

commercial service that was developed 

exclusively at private expense. 

(ii) Use the clause at DFARS 252.227– 

7018, Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 


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Research Program and Small Business 

Technology Transfer Program, to govern 

technical data that are SBIR/STTR data. 

(3) No other clause shall be used to 

enlarge or diminish the Government’s, 

the Contractor’s, or a higher-tier 

subcontractor’s or supplier’s rights in a 

subcontractor’s or supplier’s technical 

data. 

(4) Technical data required to be 

delivered by a subcontractor or supplier 

shall normally be delivered to the next 

higher-tier contractor, subcontractor, or 

supplier. However, when there is a 

requirement in the prime contract for 

data which may be submitted with other 

than unlimited rights by a subcontractor 

or supplier, then said subcontractor or 

supplier may fulfill its requirement by 

submitting such data directly to the 

Government, rather than through a 

higher-tier contractor, subcontractor, or 

supplier. 

(5) The Contractor and higher-tier 

subcontractors or suppliers shall not use 

their power to award contracts as 

economic leverage to obtain rights in 

technical data from their subcontractors 

or suppliers. 

(6) In no event shall the Contractor 

use its obligation to recognize and 

protect subcontractor or supplier rights 

in technical data as an excuse for failing 

to satisfy its contractual obligations to 

the Government. 

* * * * * 

Alternate I (JAN 2025). As prescribed 

in 227.7103–6(b)(1), add the following 

paragraph (m) to the basic clause: 

* * * * * 

Alternate II (JAN 2025). As prescribed 

in 227.7103–6(b)(2), add the following 

definition of ‘‘Vessel design’’ in 

alphabetical order to paragraph (a) and 

add paragraph (c)(7) to the basic clause: 

* * * * * 

■ 21. Amend section 252.227–7014— 

■ a. By revising the clause date and 

paragraph (a); 

■ b. By redesignating paragraphs (b) 

through (k) as paragraphs (c) through (l), 

respectively; 

■ c. By adding a new paragraph (b); 

■ d. By revising newly redesignated 

paragraphs (c)(2), (c)(3), (c)(4)(i), (c)(5) 

introductory text, and (c)(6); 

■ e. In newly redesignated paragraph (e) 

introductory text, by removing 

‘‘paragraph (b)’’ and adding ‘‘paragraph 

(c)’’ in its place; 

■ f. In newly redesignated paragraph 

(f)(2), by removing ‘‘paragraph (e)(3)’’ 

and adding ‘‘paragraph (f)(3)’’ in its 

place; 

■ g. In newly redesignated paragraph 

(f)(3)— 

■ i. By removing ‘‘Identification and 

Assertion of Restrictions on the 

Government’s Use, Release, or 

Disclosure of Technical Data.’’; 

■ ii. By revising newly redesignated 

paragraph (f)(3) table; 

■ h. In newly redesignated paragraph 

(f)(4), by removing ‘‘of the Validation of 

Asserted Restrictions—Computer 

Software’’ and adding ‘‘in the DFARS 

252.227–7019, Validation of Asserted 

Restrictions—Computer Software,’’ in 

its place; 

■ i. By revising newly redesignated 

paragraph (g); 

■ j. By revising newly redesignated 

paragraph (i); 

■ k. In newly redesignated paragraph 

(k)(2), by removing ‘‘(j)(1)’’ and adding 

‘‘(k)(1)’’ in its place; 

■ l. By revising newly redesignated 

paragraph (l); 

■ m. In alternate I— 

■ i. By revising the clause date and the 

introductory text; 

■ ii. By redesignating paragraph (l) as 

paragraph (m); and 

■ iii. In newly redesignated paragraph 

(m)(2), by removing ‘‘paragraph (l)’’ and 

‘‘twenty-four (24)’’ and adding 

‘‘paragraph (m)’’ and ‘‘24’’ in their 

places, respectively. 

The revisions and additions read as 

follows: 

252.227–7014 Rights in Other Than 

Commercial Computer Software and Other 

Than Commercial Computer Software 

Documentation. 

* * * * * 

Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation (JAN 2025) 

(a) Definitions. As used in this 

clause— 

Commercial computer software means 

software developed or regularly used for 

nongovernmental purposes which— 

(1) Has been sold, leased, or licensed 

to the public; 

(2) Has been offered for sale, lease, or 

license to the public; 

(3) Has not been offered, sold, leased, 

or licensed to the public but will be 

available for commercial sale, lease, or 

license in time to satisfy the delivery 

requirements of this contract; or 

(4) Satisfies a criterion expressed in 

paragraph (1), (2), or (3) of this 

definition and would require only 

minor modification to meet the 

requirements of this contract. 

Computer database means a 

collection of recorded data in a form 

capable of being processed by a 

computer. The term does not include 

computer software. 

Computer program means a set of 

instructions, rules, or routines, recorded 

in a form that is capable of causing a 

computer to perform a specific 

operation or series of operations. 

Computer software means computer 

programs, source code, source code 

listings, object code listings, design 

details, algorithms, processes, flow 

charts, formulae, and related material 

that would enable the software to be 

reproduced, recreated, or recompiled. 

Computer software does not include 

computer databases or computer 

software documentation. 

Computer software documentation 

means owner’s manuals, user’s manuals, 

installation instructions, operating 

instructions, and other similar items, 

regardless of storage medium, that 

explain the capabilities of the computer 

software or provide instructions for 

using the software. 

Covered Government support 

contractor means a contractor (other 

than a litigation support contractor 

covered by 252.204–7014) under a 

contract, the primary purpose of which 

is to furnish independent and impartial 

advice or technical assistance directly to 

the Government in support of the 

Government’s management and 

oversight of a program or effort (rather 

than to directly furnish an end item or 

service to accomplish a program or 

effort), provided that the contractor— 

(1) Is not affiliated with the prime 

contractor or a first-tier subcontractor on 

the program or effort, or with any direct 

competitor of such prime contractor or 

any such first-tier subcontractor in 

furnishing end items or services of the 

type developed or produced on the 

program or effort; and 

(2) Receives access to technical data 

or computer software for performance of 

a Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

Developed means that— 

(1) A computer program has been 

successfully operated in a computer and 

tested to the extent sufficient to 

demonstrate to reasonable persons 

skilled in the art that the program can 

reasonably be expected to perform its 

intended purpose; 

(2) Computer software, other than 

computer programs, has been tested or 

analyzed to the extent sufficient to 

demonstrate to reasonable persons 

skilled in the art that the software can 

reasonably be expected to perform its 

intended purpose; or 

(3) Computer software documentation 

required to be delivered under a 

contract has been written, in any 

medium, in sufficient detail to comply 

with requirements under that contract. 


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Developed exclusively at private 

expense means development was 

accomplished entirely with costs 

charged to indirect cost pools, costs not 

allocated to a government contract, or 

any combination thereof. 

(1) Private expense determinations 

should be made at the lowest 

practicable level. 

(2) Under fixed-price contracts, when 

total costs are greater than the firmfixed-price or ceiling price of the 

contract, the additional development 

costs necessary to complete 

development shall not be considered 

when determining whether 

development was at government, 

private, or mixed expense. 

Developed exclusively with 

government funds means development 

was not accomplished exclusively or 

partially at private expense. 

Developed with mixed funding means 

development was accomplished 

partially with costs charged to indirect 

cost pools and/or costs not allocated to 

a government contract, and partially 

with costs charged directly to a 

government contract. 

Generated means, with regard to 

technical data or computer software, 

first created in the performance of this 

contract. 

Government purpose means any 

activity in which the United States 

Government is a party, including 

cooperative agreements with 

international or multi-national defense 

organizations or sales or transfers by the 

United States Government to foreign 

governments or international 

organizations. Government purposes 

include competitive procurement, but 

do not include the rights to use, modify, 

reproduce, release, perform, display, or 

disclose computer software or computer 

software documentation for commercial 

purposes or authorize others to do so. 

Government purpose rights means the 

rights to— 

(1) Use, modify, reproduce, release, 

perform, display, or disclose computer 

software or computer software 

documentation within the Government 

without restriction; and 

(2) Release or disclose computer 

software or computer software 

documentation outside the Government 

and authorize persons to whom release 

or disclosure has been made to use, 

modify, reproduce, release, perform, 

display, or disclose the software or 

documentation for United States 

government purposes. 

Minor modification means a 

modification that does not significantly 

alter the nongovernmental function or 

purpose of the software or is of the type 

customarily provided in the commercial 

marketplace. 

Other than commercial computer 

software means software that does not 

qualify as commercial computer 

software under the definition of 

‘‘commercial computer software’’ of this 

clause. 

Restricted rights apply only to other 

than commercial computer software and 

mean the Government’s rights to— 

(1) Use a computer program with one 

computer at one time. The program may 

not be accessed by more than one 

terminal or central processing unit or 

time shared unless otherwise permitted 

by this contract; 

(2) Transfer a computer program to 

another Government agency without the 

further permission of the Contractor if 

the transferor destroys all copies of the 

program and related computer software 

documentation in its possession and 

notifies the licensor of the transfer. 

Transferred programs remain subject to 

the provisions of this clause; 

(3) Make a reasonable number of 

copies of the computer software 

required for the purposes of safekeeping 

(archive), backup, modification, or other 

activities authorized in paragraphs (1), 

(2), and (4) through (7) of this definition; 

(4) Modify computer software 

provided that the Government may— 

(i) Use the modified software only as 

provided in paragraphs (1) and (3) of 

this definition; and 

(ii) Not release or disclose the 

modified software except as provided in 

paragraphs (2), (5), (6), and (7) of this 

clause; 

(5) Use, and permit contractors or 

subcontractors performing service 

contracts (see 37.101 of the Federal 

Acquisition Regulation) in support of 

this or a related contract to use, 

computer software to diagnose and 

correct deficiencies in a computer 

program, to modify computer software 

to enable a computer program to be 

combined with, adapted to, or merged 

with other computer programs or when 

necessary to respond to urgent tactical 

situations, provided that— 

(i) The Government notifies the party 

which has granted restricted rights that 

any such release or disclosure to 

particular contractors or subcontractors 

was made; 

(ii) Such contractors or subcontractors 

are subject to the use and nondisclosure 

agreement at 227.7103–7 of the Defense 

Federal Acquisition Regulation 

Supplement (DFARS) or are 

Government contractors receiving 

access to the software for performance 

of a Government contract that contains 

the clause at DFARS 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends; 

(iii) The Government shall not permit 

the recipient to decompile, disassemble, 

or reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (4) of this 

definition, for any other purpose; and 

(iv) Such use is subject to the 

limitations in paragraphs (1) through (3) 

of this definition; 

(6) Use, and permit contractors or 

subcontractors performing emergency 

repairs or overhaul of items or 

components of items procured under 

this or a related contract to use, the 

computer software when necessary to 

perform or overhaul, or to modify the 

computer software to reflect the 

emergency repairs or overhaul made, 

provided that— 

(i) The intended recipient is subject to 

the use and nondisclosure agreement at 

DFARS 227.7103–7 or is a Government 

contractor receiving access to the 

software for performance of a 

Government contract that contains the 

clause at DFARS 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends; 

(ii) The Government shall not permit 

the recipient to decompile, disassemble, 

or reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (4) of this 

definition, for any other purpose; and 

(iii) Such use is subject to the 

limitations in paragraphs (1) through (3) 

of this definition; and 

(7) Use, modify, reproduce, perform, 

display, or release or disclose computer 

software to a person authorized to 

receive restricted rights computer 

software for management and oversight 

of a program or effort, and permit 

covered Government support 

contractors in the performance of 

covered Government support contracts 

that contain the clause at 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends, to use, 

modify, reproduce, perform, display, or 

release or disclose the computer 

software to a person authorized to 

receive restricted rights computer 

software, provided that— 

(i) The Government shall not permit 

the covered Government support 

contractor to decompile, disassemble, or 

reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (4) of this 

definition, for any other purpose; and 


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(ii) Such use is subject to the 

limitations in paragraphs (1) through (4) 

of this definition. 

Small Business Innovation Research/ 

Small Business Technology Transfer 

(SBIR/STTR) data means all technical 

data or computer software developed or 

generated in the performance of a phase 

I, II, or III SBIR/STTR contract or 

subcontract. 

Unlimited rights means rights to use, 

modify, reproduce, release, perform, 

display, or disclose computer software 

or computer software documentation in 

whole or in part, in any manner and for 

any purpose whatsoever, and to have or 

authorize others to do so. 

(b) Applicability. This clause governs 

all other than commercial computer 

software or other than commercial 

computer software documentation, 

except that the clause at DFARS 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

governs any computer software or 

computer software documentation that 

is SBIR/STTR data. 

(c) * * * 

(2) Government purpose rights. 

(i) Except as provided in paragraph 

(c)(1) of this clause, the Government 

shall have government purpose rights in 

computer software development with 

mixed funding. 

(ii) Government purpose rights shall 

remain in effect for a period of 5 years 

unless a different period has been 

negotiated. Upon expiration of the 5- 

year or other negotiated period, the 

Government shall have unlimited rights 

in the computer software or computer 

software documentation. The 

government purpose rights period shall 

commence upon execution of the 

contract, subcontract, letter contract (or 

similar contractual instrument), contract 

modification, or option exercise that 

required development of the computer 

software. 

(iii) The Government shall not release 

or disclose computer software in which 

it has government purpose rights to any 

other person unless— 

(A) Prior to release or disclosure, the 

intended recipient is subject to the use 

and nondisclosure agreement at DFARS 

227.7103–7; or 

(B) The recipient is a Government 

contractor receiving access to the 

software or documentation for 

performance of a Government contract 

that contains the clause at DFARS 

252.227–7025, Limitations on the Use or 

Disclosure of Government Furnished 

Information Marked with Restrictive 

Legends. 

(3) Restricted rights. (i) The 

Government shall have restricted rights 

in other than commercial computer 

software required to be delivered or 

otherwise provided to the Government 

under this contract that were developed 

exclusively at private expense. 

(ii) The Contractor, its subcontractors, 

or suppliers are not required to provide 

the Government additional rights in 

other than commercial computer 

software delivered or otherwise 

provided to the Government with 

restricted rights. However, if the 

Government desires to obtain additional 

rights in such software, the Contractor 

agrees to promptly enter into 

negotiations with the Contracting 

Officer to determine whether there are 

acceptable terms for transferring such 

rights. All other than commercial 

computer software in which the 

Contractor has granted the Government 

additional rights shall be listed or 

described in a license agreement made 

part of the contract (see paragraph (c)(4) 

of this clause). The license shall 

enumerate the additional rights granted 

the Government. 

(iii) The Contractor acknowledges 

that— 

(A) Restricted rights computer 

software is authorized to be released or 

disclosed to covered Government 

support contractors; 

(B) The Contractor will be notified of 

such release or disclosure; 

(C) The Contractor (or the party 

asserting restrictions, as identified in 

the restricted rights legend) may require 

each such covered Government support 

contractor to enter into a nondisclosure 

agreement directly with the Contractor 

(or the party asserting restrictions) 

regarding the covered Government 

support contractor’s use of such 

software, or alternatively, that the 

Contractor (or party asserting 

restrictions) may waive in writing the 

requirement for a nondisclosure 

agreement; and 

(D) Any such nondisclosure 

agreement shall address the restrictions 

on the covered Government support 

contractor’s use of the restricted rights 

software as set forth in the clause at 

DFARS 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. The nondisclosure 

agreement shall not include any 

additional terms and conditions unless 

mutually agreed to by the parties to the 

nondisclosure agreement. 

(4) * * * 

(i) The standard license rights granted 

to the Government under paragraphs 

(c)(1) through (3) of this clause, 

including the period during which the 

Government shall have government 

purpose rights in computer software, 

may be modified by mutual agreement 

to provide such rights as the parties 

consider appropriate but shall not 

provide the Government lesser rights in 

computer software than are enumerated 

in the definition of ‘‘restricted rights’’ of 

this clause, or lesser rights in computer 

software documentation than are 

enumerated in the definition of ‘‘limited 

rights’’ of the DFARS 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services, clause of this contract. 

* * * * * 

(5) Prior government rights. Computer 

software or computer software 

documentation that will be delivered, 

furnished, or otherwise provided to the 

Government under this contract, in 

which the Government has previously 

obtained rights shall be delivered, 

furnished, or provided with the 

preexisting rights, unless— 

* * * * * 

(6) Release from liability. The 

Contractor agrees to release the 

Government from liability for any 

release or disclosure of computer 

software made in accordance with the 

definition of ‘‘restricted rights’’ or 

paragraph (c)(2)(iii) of this clause, in 

accordance with the terms of a license 

negotiated under paragraph (c)(4) of this 

clause, or by others to whom the 

recipient has released or disclosed the 

software, and to seek relief solely from 

the party who has improperly used, 

modified, reproduced, released, 

performed, displayed, or disclosed 

Contractor software marked with 

restrictive legends. 

* * * * * 

(f) * * * 

(3) * * * 

Identification and Assertion of 

Restrictions on the Government’s Use, 

Release, or Disclosure of Computer 

Software 

The Contractor asserts for itself, or the 

persons identified below, that the 

Government’s rights to use, release, or 

disclose the following computer 

software should be restricted: 


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103354 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 

Computer software to be furnished 

with restrictions 1 Basis for assertion 2 Asserted rights 

category 3

Name of person asserting 

restrictions 4

(LIST) (LIST) (LIST) (LIST) 

1Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government’s 

rights to use, release, or disclose computer software. 2 Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific 

reason for asserting that the Government’s rights should be restricted. 3Enter asserted rights category (e.g., restricted or government purpose rights in computer software, government purpose license rights from a 

prior contract, rights in SBIR/STTR data generated under another contract, or specifically negotiated licenses). 4 Corporation, individual, or other person, as appropriate. 

Date llllllllllllllllll

Printed Name and Title lllllllll

Signature llllllllllllllll

(End of identification and assertion) 

* * * * * 

(g) Marking requirements. The 

Contractor, and its subcontractors or 

suppliers, may only assert restrictions 

on the Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose computer software 

by marking the deliverable software or 

documentation subject to restriction. 

Except as provided in paragraph (g)(6) 

of this clause, only the following 

legends are authorized under this 

contract: the government purpose rights 

legend at paragraph (g)(3) of this clause; 

the restricted rights legend at paragraph 

(g)(4) of this clause; the special license 

rights legend at paragraph (g)(5) of this 

clause; and a notice of copyright as 

prescribed under 17 U.S.C. 401 or 402. 

(1) General marking instructions. The 

Contractor, or its subcontractors or 

suppliers, shall conspicuously and 

legibly mark the appropriate legend on 

all computer software that qualify for 

such markings. The authorized legends 

shall be placed on the transmitted 

document or software storage container 

and each page, or portions thereof, of 

printed material containing computer 

software for which restrictions are 

asserted. Computer software transmitted 

directly from one computer or computer 

terminal to another shall contain a 

notice of asserted restrictions. However, 

instructions that interfere with or delay 

the operation of computer software in 

order to display a restrictive rights 

legend or other license statement at any 

time prior to or during use of the 

computer software, or otherwise cause 

such interference or delay, shall not be 

inserted in software that will or might 

be used in combat or situations that 

simulate combat conditions, unless the 

Contracting Officer’s written permission 

to deliver such software has been 

obtained prior to delivery. 

Reproductions of computer software, or 

any portions thereof subject to asserted 

restrictions, shall also reproduce the 

asserted restrictions. 

(2) Omitted markings. (i) Computer 

software or computer software 

documentation delivered or otherwise 

provided under this contract without 

restrictive markings will be presumed to 

have been delivered with unlimited 

rights. To the extent practicable, if the 

Contractor has requested permission 

(see paragraph (g)(2)(ii) of this clause) to 

correct an inadvertent omission of 

markings, the Contracting Officer will 

not release or disclose the software or 

documentation pending evaluation of 

the request. 

(ii) The Contractor may request 

permission to have conforming and 

justified restrictive markings placed on 

unmarked computer software or 

computer software documentation at its 

expense. The request must be received 

by the Contracting Officer within 6 

months following the furnishing or 

delivery of such software or 

documentation, or any extension of that 

time approved by the Contracting 

Officer. The Contractor shall— 

(A) Identify the software or 

documentation that should have been 

marked; 

(B) Demonstrate that the omission of 

the marking was inadvertent, the 

proposed marking is justified and 

conforms with the requirements for the 

marking of computer software or 

computer software documentation 

contained in this clause; and 

(C) Acknowledge, in writing, that the 

Government has no liability with 

respect to any disclosure, reproduction, 

or use of the software or documentation 

made prior to the addition of the 

marking or resulting from the omission 

of the marking. 

(3) Government purpose rights 

markings. Computer software delivered 

or otherwise furnished to the 

Government with government purpose 

rights shall be marked as follows: 

Government Purpose Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

Expiration Date lllllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose this software are 

restricted by paragraph (c)(2) of the 

DFARS 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation, clause 

contained in the above identified 

contract. No restrictions apply after the 

expiration date shown above. Any 

reproduction of the software or portions 

thereof marked with this legend must 

also reproduce the markings. 

(End of legend) 

(4) Restricted rights markings. 

Software delivered or otherwise 

furnished to the Government with 

restricted rights shall be marked as 

follows: 

Restricted Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose this software are 

restricted by paragraph (c)(3) of the 

DFARS 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation, clause 

contained in the above identified 

contract. Any reproduction of computer 

software or portions thereof marked 

with this legend must also reproduce 

the markings. Any person, other than 

the Government, who has been provided 

access to such software must promptly 

notify the above named Contractor. 

(End of legend) 

(5) Special license rights markings. (i) 

Computer software or computer 

documentation in which the 

Government’s rights stem from a 

specifically negotiated license shall be 

marked as follows: 

Special License Rights 

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose this software are 

restricted by Contract Number [Insert 

contract number], License Number 

[Insert license identifier]. Any 

reproduction of computer software, 

computer software documentation, or 

portions thereof marked with this 


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marking must also reproduce the 

markings. 

(End of legend) 

(ii) For purposes of this clause, 

special licenses do not include 

government purpose license rights 

acquired under a prior contract (see 

paragraph (c)(5) of this clause). 

(6) Preexisting markings. If the terms 

of a prior contract or license permitted 

the Contractor to restrict the 

Government’s rights to use, modify, 

release, perform, display, or disclose 

computer software or computer software 

documentation and those restrictions 

are still applicable, the Contractor may 

mark such software or documentation 

with the appropriate restrictive legend 

for which the software qualified under 

the prior contract or license. The 

Contractor shall follow the marking 

procedures in paragraph (g)(1) of this 

clause. 

* * * * * 

(i) Removal of unjustified and 

nonconforming markings. (1) 

Unjustified computer software or 

computer software documentation 

markings. The rights and obligations of 

the parties regarding the validation of 

restrictive markings on computer 

software or computer software 

documentation furnished or to be 

furnished under this contract are 

contained in the DFARS 252.227–7019, 

Validation of Asserted Restrictions— 

Computer Software, and the DFARS 

252.227–7037, Validation of Restrictive 

Markings on Technical Data, clauses of 

this contract, respectively. 

Notwithstanding any provision of this 

contract concerning inspection and 

acceptance, the Government may ignore 

or, at the Contractor’s expense, correct 

or strike a marking if, in accordance 

with the procedures of those clauses, a 

restrictive marking is determined to be 

unjustified. 

(2) Nonconforming computer software 

or computer software documentation 

markings. A nonconforming marking is 

a marking placed on computer software 

or computer software documentation 

delivered or otherwise furnished to the 

Government under this contract that is 

not in the format authorized by this 

contract. Correction of nonconforming 

markings is not subject to the DFARS 

252.227–7019, Validation of Asserted 

Restrictions—Computer Software, or the 

DFARS 252.227–7037, Validation of 

Restrictive Markings on Technical Data, 

clause of this contract. If the Contracting 

Officer notifies the Contractor of a 

nonconforming marking or markings 

and the Contractor fails to remove or 

correct such markings within 60 days, 

the Government may ignore or, at the 

Contractor’s expense, remove or correct 

any nonconforming markings. 

* * * * * 

(l) Subcontractors or suppliers. (1)(i) 

Except as provided in paragraph 

(l)(1)(ii) of this clause, whenever any 

other than commercial computer 

software or computer software 

documentation is to be obtained from a 

subcontractor or supplier for delivery to 

the Government under this contract, the 

Contractor shall use this clause in its 

subcontracts or other contractual 

instruments, and require its 

subcontractors or suppliers to do so, 

without alteration, except to identify the 

parties. 

(ii) The Contractor shall use the 

clause at DFARS 252.227–7018, Rights 

in Other Than Commercial Technical 

Data and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, to govern computer 

software or computer software 

documentation that is SBIR/STTR data. 

(iii) No other clause shall be used to 

enlarge or diminish the Government’s, 

the Contractor’s, or a higher tier 

subcontractor’s or supplier’s rights in a 

subcontractor’s or supplier’s computer 

software or computer software 

documentation. 

(2) The Contractor and higher tier 

subcontractors or suppliers shall not use 

their power to award contracts as 

economic leverage to obtain rights in 

computer software or computer software 

documentation from their 

subcontractors or suppliers. 

(3) The Contractor shall ensure that 

subcontractor or supplier rights are 

recognized and protected in the 

identification, assertion, and delivery 

processes required by paragraph (f) of 

this clause. 

(4) In no event shall the Contractor 

use its obligation to recognize and 

protect subcontractor or supplier rights 

in computer software or computer 

software documentation as an excuse for 

failing to satisfy its contractual 

obligation to the Government. 

* * * * * 

Alternate I (JAN 2025). As prescribed 

in 227.7203–6(a)(2), add the following 

paragraph (m) to the basic clause: 

* * * * * 

■ 22. Amend section 252.227–7015— 

■ a. By revising the clause date and 

paragraph (a); 

■ b. By redesignating paragraphs (b) 

through (e) as paragraphs (c) through (f), 

respectively; 

■ c. By adding a new paragraph (b); 

■ d. In newly redesignated paragraph 

(c)(2) introductory text, by removing 

‘‘paragraph (b)(1)’’ and adding 

‘‘paragraph (c)(1)’’ in its place; 

■ e. By revising newly redesignated 

paragraph (c)(3); 

■ f. By revising newly redesignated 

paragraph (f); 

■ g. In alternate I by— 

■ i. Revising the clause date and the 

introductory text; and 

■ ii. Redesignating paragraphs (a)(6) and 

(b)(4) as paragraphs (a) and (c)(4), 

respectively. 

The revisions and addition read as 

follows: 

252.227–7015 Technical Data— 

Commercial Products and Commercial 

Services. 

* * * * * 

Technical Data—Commercial Products 

and Commercial Services (JAN 2025) 

(a) Definitions. As used in this 

clause— 

Commercial product and commercial 

service includes commercial 

components and commercial processes 

but does not include commercial 

computer software. 

Covered Government support 

contractor means a contractor (other 

than a litigation support contractor 

covered by 252.204–7014) under a 

contract, the primary purpose of which 

is to furnish independent and impartial 

advice or technical assistance directly to 

the Government in support of the 

Government’s management and 

oversight of a program or effort (rather 

than to directly furnish an end item or 

service to accomplish a program or 

effort), provided that the contractor— 

(1) Is not affiliated with the prime 

contractor or a first-tier subcontractor on 

the program or effort, or with any direct 

competitor of such prime contractor or 

any such first-tier subcontractor in 

furnishing end items or services of the 

type developed or produced on the 

program or effort; and 

(2) Receives access to technical data 

or computer software for performance of 

a Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

Form, fit, and function data means 

technical data that describe the required 

overall physical, functional, and 

performance characteristics (along with 

the qualification requirements, if 

applicable) of an item, component, or 

process to the extent necessary to permit 

identification of physically and 

functionally interchangeable items. 

Technical data means recorded 

information, regardless of the form or 

method of recording, of a scientific or 


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technical nature (including computer 

software documentation). The term does 

not include computer software or 

financial, administrative, cost or 

pricing, or management information, or 

information incidental to contract 

administration. 

(b) Applicability. This clause governs 

the technical data pertaining to any 

portion of a commercial product or 

commercial service that was developed 

exclusively at private expense. If the 

commercial product or commercial 

service was developed in any part at 

Government expense— 

(1) The clause at Defense Federal 

Acquisition Regulation Supplement 

(DFARS) 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

governs technical data that are 

generated during any portion of 

performance that is covered under the 

Small Business Innovation Research 

(SBIR) Program or Small Business 

Technology Transfer (STTR) Program; 

and 

(2) The clause at DFARS 252.227– 

7013, Rights in Technical Data—Other 

Than Commercial Products and 

Commercial Services, governs the 

technical data pertaining to any portion 

of a commercial product or commercial 

service that was developed in any part 

at Government expense and is not 

covered under the SBIR or STTR 

program. 

(c) * * * 

(3) The Contractor acknowledges 

that— 

(i) Technical data covered by 

paragraph (c)(2) of this clause are 

authorized to be released or disclosed to 

covered Government support 

contractors; 

(ii) The Contractor will be notified of 

such release or disclosure; 

(iii) The Contractor (or the party 

asserting restrictions as identified in a 

restrictive legend) may require each 

such covered Government support 

contractor to enter into a nondisclosure 

agreement directly with the Contractor 

(or the party asserting restrictions) 

regarding the covered Government 

support contractor’s use of such data, or 

alternatively, that the Contractor (or 

party asserting restrictions) may waive 

in writing the requirement for a 

nondisclosure agreement; and 

(iv) Any such nondisclosure 

agreement shall address the restrictions 

on the covered Government support 

contractor’s use of the data as set forth 

in the clause at DFARS 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends. The 

nondisclosure agreement shall not 

include any additional terms and 

conditions unless mutually agreed to by 

the parties to the nondisclosure 

agreement. 

* * * * * 

(f) Subcontractors or suppliers. (1) 

The Contractor shall recognize and 

protect the rights afforded its 

subcontractors and suppliers under 10 

U.S.C. 3771–3775, 10 U.S.C. 3781–3786, 

and 15 U.S.C. 638(j)(1)(B)(iii) and (v). 

(2) Whenever any technical data 

related to commercial products or 

commercial services developed in any 

part at private expense will be obtained 

from a subcontractor or supplier for 

delivery to the Government under this 

contract, the Contractor shall use this 

clause in the subcontract or other 

contractual instrument, including 

subcontracts and other contractual 

instruments for commercial products or 

commercial services, and require its 

subcontractors or suppliers to do so, 

without alteration, except to identify the 

parties. This clause will govern the 

technical data pertaining to any portion 

of a commercial product or commercial 

service that was developed exclusively 

at private expense, and the Contractor 

shall use the following clauses to govern 

the technical data pertaining to any 

portion of a commercial product or 

commercial service that was developed 

in any part at Government expense: 

(i) Use the clause at DFARS 252.227– 

7013, Rights in Technical Data—Other 

Than Commercial Products and 

Commercial Services, to govern any 

technical data that are not generated 

during any portion of performance that 

is covered under the SBIR or STTR 

program. 

(ii) Use the clause at 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, to govern 

technical data that are generated during 

any portion of performance that is 

covered under the SBIR or STTR 

program. 

* * * * * 

Alternate I (JAN 2025). As prescribed 

in 227.7102–4(a)(2), add the following 

definition of ‘‘Vessel design’’ in 

alphabetical order to paragraph (a) and 

add (c)(4) to the basic clause: 

* * * * * 

■ 23. Amend section 252.227–7016 by 

revising the introductory text and clause 

date and paragraphs (a) and (c)(2) to 

read as follows: 

252.227–7016 Rights in Bid or Proposal 

Information. 

As prescribed in 227.7103–6(e)(1), 

227.7104–4(b)(1), or 227.7203–6(b), use 

the following clause: 

Rights in Bid or Proposal Information 

(JAN 2025) 

(a) Definitions. As used in this 

clause— 

Computer software is defined in— 

(1) The 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation, clause of this 

contract; or 

(2) If this is a contract awarded under 

the Small Business Innovation Research 

Program or Small Business Technology 

Transfer Program, the 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, clause of 

this contract. 

Technical data is defined in— 

(1) The 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products and Commercial 

Services, clause of this contract; or 

(2) If this is a contract awarded under 

the Small Business Innovation Research 

Program or Small Business Technology 

Transfer Program, the 252.227–7018, 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, clause of 

this contract. 

* * * * * 

(c) * * * 

(2) The Government’s right to use, 

modify, reproduce, release, perform, 

display, or disclose information that is 

technical data or computer software 

required to be delivered under this 

contract are determined by the Defense 

Federal Acquisition Regulation 

Supplement (DFARS) 252.227–7013, 

Rights in Technical Data—Other Than 

Commercial Products and Commercial 

Services; DFARS 252.227–7014, Rights 

in Other Than Commercial Computer 

Software and Other Than Commercial 

Computer Software Documentation; or 

DFARS 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause of this contract. 

* * * * * 

■ 24. Amend section 252.227–7017 by— 

■ a. Revising the introductory text and 

the provision date; 

■ b. Revising paragraphs (a) and (b); 


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■ c. Removing from paragraph (d) 

introductory text ‘‘suppliers shall’’ and 

adding ‘‘suppliers, shall’’ in its place; 

and 

■ d. Revising the paragraph (d) table. 

The revisions read as follows: 

252.227–7017 Identification and Assertion 

of Use, Release, or Disclosure Restrictions. 

As prescribed in 227.7103–3(b), 

227.7104–4(b)(2), or 227.7203–3(a), use 

the following provision: 

Identification and Assertion of Use, 

Release, or Disclosure Restrictions (JAN 

2025) 

(a) Definitions. As used in this 

provision— 

Computer software is defined in— 

(1) The 252.227–7014, Rights in Other 

Than Commercial Computer Software 

and Other Than Commercial Computer 

Software Documentation, clause of this 

solicitation; or 

(2) If this solicitation contemplates a 

contract under the Small Business 

Innovation Research Program or Small 

Business Technology Transfer Program, 

the 252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause of this solicitation. 

SBIR/STTR data is defined in the 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause of this solicitation. 

Technical data is defined in— 

(1) The 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products and Commercial 

Services, clause of this solicitation; or 

(2) If this solicitation contemplates a 

contract under the Small Business 

Innovation Research Program or Small 

Business Technology Transfer Program, 

the 252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause of this solicitation. 

(b) The identification and assertion 

requirements in this provision apply 

only to technical data, including 

computer software documentation, or 

computer software to be delivered with 

other than unlimited rights. For 

contracts to be awarded under the Small 

Business Innovation Research (SBIR) 

Program or Small Business Technology 

Transfer Program (STTR) Program, these 

requirements apply to SBIR/STTR data 

that will be generated under the 

resulting contract and will be delivered 

with SBIR/STTR data rights and to any 

other data that will be delivered with 

other than unlimited rights. Notification 

and identification are not required for 

restrictions based solely on copyright. 

* * * * * 

(d) * * * 

Identification and Assertion of 

Restrictions on the Government’s Use, 

Release, or Disclosure of Technical 

Data or Computer Software 

The Offeror asserts for itself, or the 

persons identified below, that the 

Government’s rights to use, release, or 

disclose the following technical data or 

computer software should be restricted: 

Technical data or computer 

software to be furnished with 

restrictions 1

Basis for assertion 2 Asserted rights category 3 Name of person asserting 

restrictions 4

(LIST) 5 (LIST) (LIST) (LIST) 

1For technical data (other than computer software documentation) pertaining to items, components, or processes developed at private expense, identify both the deliverable technical data and each such items, component, or process. For computer software or computer software 

documentation identify the software or documentation. 2Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions. For technical data, other 

than computer software documentation, development refers to development of the item, component, or process to which the data pertain. The 

Government’s rights in computer software documentation generally may not be restricted. For computer software, development refers to the software. Indicate whether development was accomplished exclusively or partially at private expense. If development was not accomplished at private expense, or for computer software documentation, enter the specific basis for asserting restrictions. 3Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR/STTR data generated under a 

contract resulting from this solicitation or under another contract, limited, restricted, or government purpose rights under a contract resulting from 

this solicitation or under a prior contract, or specially negotiated licenses). 4 Corporation, individual, or other person, as appropriate. 

5Enter ‘‘none’’ when all data or software will be submitted without restrictions. 

Date llllllllllllllllll

Printed Name and Title lllllllll

Signature llllllllllllllll

(End of identification and assertion) 

* * * * * 

■ 25. Amend section 252.227–7018— 

■ a. By revising the section heading, 

introductory text, clause title, and 

clause date; 

■ b. By revising paragraph (a); 

■ c. By redesignating paragraphs (b) 

through (k) as paragraphs (c) through (l), 

respectively; 

■ d. By adding a new paragraph (b); 

■ e. By revising newly redesignated 

paragraph (c); 

■ f. In newly redesignated paragraph (e) 

introductory text, by removing 

‘‘paragraph (b)’’ and adding ‘‘paragraph 

(c)’’ in its place; 

■ g. In newly redesignated paragraph 

(f)(2), by removing ‘‘paragraph (e)(3)’’ 

and adding ‘‘paragraph (f)(3)’’ in its 

place; 

■ h. By revising the newly redesignated 

paragraph (f)(3) table; 

■ i. In newly redesignated paragraph 

(f)(4), by removing ‘‘of the Validation of 

Asserted Restrictions—Computer 

Software and/or Validation of 

Restrictive Markings on Technical Data’’ 

and adding ‘‘in the DFARS 252.227– 

7019, Validation of Asserted 

Restrictions—Computer Software, and/ 

or DFARS 252.227–7037, Validation of 

Restrictive Markings on Technical 

Data,’’ in its place; 

■ j. By revising newly redesignated 

paragraphs (g) and (i); 

■ k. In newly redesignated paragraph 

(k)(2) introductory text, by removing 

‘‘(j)(1)’’ and adding ‘‘(k)(1)’’ in its place; 

■ l. By revising newly redesignated 

paragraph (l); and 

■ m. By removing Alternate I. 

The revisions and addition read as 

follows: 

252.227–7018 Rights in Other Than 

Commercial Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program. 

As prescribed in 227.7104–4(a)(1), use 

the following clause: 


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103358 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 

Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technlogy Transfer Program (JAN 

2025) 

(a) Definitions. As used in this 

clause— 

Commercial computer software means 

software developed or regularly used for 

nongovernmental purposes which— 

(1) Has been sold, leased, or licensed 

to the public; 

(2) Has been offered for sale, lease, or 

license to the public; 

(3) Has not been offered, sold, leased, 

or licensed to the public but will be 

available for commercial sale, lease, or 

license in time to satisfy the delivery 

requirements of this contract; or 

(4) Satisfies a criterion expressed in 

paragraph (1), (2), or (3) of this 

definition and would require only 

minor modification to meet the 

requirements of this contract. 

Computer database means a 

collection of recorded data in a form 

capable of being processed by a 

computer. The term does not include 

computer software. 

Computer program means a set of 

instructions, rules, or routines, recorded 

in a form that is capable of causing a 

computer to perform a specific 

operation or series of operations. 

Computer software means computer 

programs, source code, source code 

listings, object code listings, design 

details, algorithms, processes, flow 

charts, formulae, and related material 

that would enable the software to be 

reproduced, re-created, or recompiled. 

Computer software does not include 

computer databases or computer 

software documentation. 

Computer software documentation 

means owner’s manuals, user’s manuals, 

installation instructions, operating 

instructions, and other similar items, 

regardless of storage medium, that 

explain the capabilities of the computer 

software or provide instructions for 

using the software. 

Covered Government support 

contractor means a contractor (other 

than a litigation support contractor 

covered by 252.204–7014) under a 

contract, the primary purpose of which 

is to furnish independent and impartial 

advice or technical assistance directly to 

the Government in support of the 

Government’s management and 

oversight of a program or effort (rather 

than to directly furnish an end item or 

service to accomplish a program or 

effort), provided that the contractor— 

(1) Is not affiliated with the prime 

contractor or a first-tier subcontractor on 

the program or effort, or with any direct 

competitor of such prime contractor or 

any such first-tier subcontractor in 

furnishing end items or services of the 

type developed or produced on the 

program or effort; and 

(2) Receives access to the technical 

data or computer software for 

performance of a Government contract 

that contains the clause at 252.227– 

7025, Limitations on the Use or 

Disclosure of Government-Furnished 

Information Marked with Restrictive 

Legends. 

Detailed manufacturing or process 

data means technical data that describe 

the steps, sequences, and conditions of 

manufacturing, processing or assembly 

used by the manufacturer to produce an 

item or component or to perform a 

process. 

Developed means— 

(1) (Applicable to technical data other 

than computer software 

documentation.) An item, component, 

or process, exists and is workable. Thus, 

the item or component must have been 

constructed or the process practiced. 

Workability is generally established 

when the item, component, or process 

has been analyzed or tested sufficiently 

to demonstrate to reasonable people 

skilled in the applicable art that there is 

a high probability that it will operate as 

intended. Whether, how much, and 

what type of analysis or testing is 

required to establish workability 

depends on the nature of the item, 

component, or process, and the state of 

the art. To be considered ‘‘developed,’’ 

the item, component, or process need 

not be at the stage where it could be 

offered for sale or sold on the 

commercial market, nor must the item, 

component or process be actually 

reduced to practice within the meaning 

of Title 35 of the United States Code; 

(2) A computer program has been 

successfully operated in a computer and 

tested to the extent sufficient to 

demonstrate to reasonable persons 

skilled in the art that the program can 

reasonably be expected to perform its 

intended purpose; 

(3) Computer software, other than 

computer programs, has been tested or 

analyzed to the extent sufficient to 

demonstrate to reasonable persons 

skilled in the art that the software can 

reasonably be expected to perform its 

intended purpose; or 

(4) Computer software documentation 

required to be delivered under a 

contract has been written, in any 

medium, in sufficient detail to comply 

with requirements under that contract. 

Developed exclusively at private 

expense means development was 

accomplished entirely with costs 

charged to indirect cost pools, costs not 

allocated to a government contract, or 

any combination thereof. 

(1) Private expense determinations 

should be made at the lowest 

practicable level. 

(2) Under fixed-price contracts, when 

total costs are greater than the firmfixed-price or ceiling price of the 

contract, the additional development 

costs necessary to complete 

development shall not be considered 

when determining whether 

development was at government, 

private, or mixed expense. 

Developed exclusively with 

government funds means development 

was not accomplished exclusively or 

partially at private expense. 

Developed with mixed funding means 

development was accomplished 

partially with costs charged to indirect 

cost pools and/or costs not allocated to 

a government contract, and partially 

with costs charged directly to a 

government contract. 

Form, fit, and function data means 

technical data that describe the required 

overall physical, functional, and 

performance characteristics (along with 

the qualification requirements, if 

applicable) of an item, component, or 

process to the extent necessary to permit 

identification of physically and 

functionally interchangeable items. 

Generated means, with respect to 

technical data or computer software, 

first created in the performance of this 

contract. 

Government purpose means any 

activity in which the United States 

Government is a party, including 

cooperative agreements with 

international or multi-national defense 

organizations or sales or transfers by the 

United States Government to foreign 

governments or international 

organizations. Government purposes 

include competitive procurement, but 

do not include the rights to use, modify, 

reproduce, release, perform, display, or 

disclose technical data or computer 

software for commercial purposes or 

authorize others to do so. 

Government purpose rights means the 

rights to— 

(1) Use, modify, reproduce, release, 

perform, display, or disclose technical 

data or computer software within the 

Government without restriction; and 

(2) Release or disclose technical data 

or computer software outside the 

Government and authorize persons to 

whom release or disclosure has been 

made to use, modify, reproduce, release, 

perform, display, or disclose that data 

for United States Government purposes. 

Limited rights means the rights to use, 

modify, reproduce, release, perform, 


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display, or disclose technical data, in 

whole or in part, within the 

Government. The Government may not, 

without the written permission of the 

party asserting limited rights, release or 

disclose the technical data outside the 

Government, use the technical data for 

manufacture, or authorize the technical 

data to be used by another party, except 

that the Government may reproduce, 

release, or disclose such data or 

authorize the use or reproduction of the 

data by persons outside the Government 

if— 

(1) The reproduction, release, 

disclosure, or use is— 

(i) Necessary for emergency repair and 

overhaul; or 

(ii) A release or disclosure to— 

(A) A covered Government support 

contractor in performance of its covered 

Government support contracts for use, 

modification, reproduction, 

performance, display, or release or 

disclosure to a person authorized to 

receive limited rights technical data; or 

(B) A foreign government, of technical 

data other than detailed manufacturing 

or process data, when use of such data 

by the foreign government is in the 

interest of the Government and is 

required for evaluational or 

informational purposes; 

(2) The recipient of the technical data 

is subject to a prohibition on the further 

reproduction, release, disclosure, or use 

of the technical data; and 

(3) The contractor or subcontractor 

asserting the restriction is notified of 

such reproduction, release, disclosure, 

or use. 

Minor modification means a 

modification that does not significantly 

alter the nongovernmental function or 

purpose of computer software or is of 

the type customarily provided in the 

commercial marketplace. 

Other than commercial computer 

software means software that does not 

qualify as commercial computer 

software under the definition of 

‘‘commercial computer software’’ of this 

clause. 

Restricted rights apply only to other 

than commercial computer software and 

mean the Government’s rights to— 

(1) Use a computer program with one 

computer at one time. The program may 

not be accessed by more than one 

terminal or central processing unit or 

time shared unless otherwise permitted 

by this contract; 

(2) Transfer a computer program to 

another Government agency without the 

further permission of the Contractor if 

the transferor destroys all copies of the 

program and related computer software 

documentation in its possession and 

notifies the licensor of the transfer. 

Transferred programs remain subject to 

the provisions of this clause; 

(3) Make a reasonable number of 

copies of the computer software 

required for the purposes of safekeeping 

(archive), backup, modification, or other 

activities authorized in paragraphs (1), 

(2), and (4) through (7) of this definition; 

(4) Modify computer software 

provided that the Government may— 

(i) Use the modified software only as 

provided in paragraphs (1) and (3) of 

this definition; and 

(ii) Not release or disclose the 

modified software except as provided in 

paragraphs (2), (5), (6), and (7) of this 

definition; 

(5) Use, and permit contractors or 

subcontractors performing service 

contracts (see 37.101 of the Federal 

Acquisition Regulation) in support of 

this or a related contract to use, 

computer software to diagnose and 

correct deficiencies in a computer 

program, to modify computer software 

to enable a computer program to be 

combined with, adapted to, or merged 

with other computer programs or when 

necessary to respond to urgent tactical 

situations, provided that— 

(i) The Government notifies the party 

which has granted restricted rights that 

any such release or disclosure to 

particular contractors or subcontractors 

was made; 

(ii) Such contractors or subcontractors 

are subject to the nondisclosure 

agreement at 227.7103–7 of the Defense 

Federal Acquisition Regulation 

Supplement or are Government 

contractors receiving access to the 

software for performance of a 

Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends; 

(iii) The Government shall not permit 

the recipient to decompile, disassemble, 

or reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (a)(18)(iv) of this 

clause, for any other purpose; and 

(iv) Such use is subject to the 

limitations in paragraphs (1) through (3) 

of this definition; 

(6) Use, and permit contractors or 

subcontractors performing emergency 

repairs or overhaul of items or 

components of items procured under 

this or a related contract to use, the 

computer software when necessary to 

perform the emergency repairs or 

overhaul, or to modify the computer 

software to reflect the repairs or 

overhaul made, provided that— 

(i) The intended recipient is subject to 

the nondisclosure agreement at 

227.7103–7 or is a Government 

contractor receiving access to the 

software for performance of a 

Government contract that contains the 

clause at 252.227–7025, Limitations on 

the Use or Disclosure of Government 

Furnished Information Marked with 

Restrictive Legends; 

(ii) The Government shall not permit 

the recipient to decompile, disassemble, 

or reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (4) of this 

definition, for any other purpose; and 

(iii) Such use is subject to the 

limitations in paragraphs (1) through (3) 

of this definition; and 

(7) Use, modify, reproduce, perform, 

display, or release or disclose computer 

software to a person authorized to 

receive restricted rights computer 

software for management and oversight 

of a program or effort, and permit 

covered Government support 

contractors in the performance of 

covered Government support contracts 

that contain the clause at 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends, to use, 

modify, reproduce, perform, display, or 

release or disclose the computer 

software to a person authorized to 

receive restricted rights computer 

software, provided that— 

(i) The Government shall not permit 

the covered Government support 

contractor to decompile, disassemble, or 

reverse engineer the software, or use 

software decompiled, disassembled, or 

reverse engineered by the Government 

pursuant to paragraph (4) of this 

definition, for any other purpose; and 

(ii) Such use is subject to the 

limitations in paragraphs (1) through (4) 

of this definition. 

Small Business Innovation Research/ 

Small Business Technology Transfer 

(SBIR/STTR) data means all technical 

data or computer software developed or 

generated in the performance of a phase 

I, II, or III SBIR/STTR contract or 

subcontract. 

SBIR/STTR data protection period 

means the time period during which the 

Government is obligated to protect 

SBIR/STTR data against unauthorized 

use and disclosure in accordance with 

SBIR/STTR data rights. The SBIR/STTR 

data protection period begins on the 

date of award of the contract under 

which the SBIR/STTR data are 

developed or generated and ends 20 

years after that date unless, after the 

award, the agency and the Contractor 

negotiate for some other protection 

period for the SBIR/STTR data 


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developed or generated under that 

contract. 

SBIR/STTR data rights means the 

Government’s rights, during the SBIR/ 

STTR data protection period, in SBIR/ 

STTR data covered by paragraph (c)(5) 

of this clause, as follows: 

(1) Limited rights in such SBIR/STTR 

technical data; and 

(2) Restricted rights in such SBIR/ 

STTR computer software. 

Technical data means recorded 

information, regardless of the form or 

method of the recording, of a scientific 

or technical nature (including computer 

software documentation). The term does 

not include computer software or 

financial, administrative, cost or 

pricing, or management information, or 

information incidental to contract 

administration. 

Unlimited rights means rights to use, 

modify, reproduce, release, perform, 

display, or disclose, technical data or 

computer software in whole or in part, 

in any manner and for any purpose 

whatsoever, and to have or authorize 

others to do so. 

(b) Applicability. This clause governs 

all SBIR/STTR data. For any data that 

are not SBIR/STTR data— 

(1) The clause at Defense Federal 

Acquisition Regulation Supplement 

(DFARS) 252.227–7013, Rights in 

Technical Data—Other Than 

Commercial Products and Commercial 

Services, governs the technical data 

pertaining to other than commercial 

products and commercial services or to 

any portion of a commercial product or 

commercial service that was developed 

in any part at Government expense, and 

the clause at DFARS 252.227–7015, 

Technical Data—Commercial Products 

and Commercial Services, governs the 

technical data pertaining to any portion 

of a commercial product or commercial 

service that was developed exclusively 

at private expense; 

(2) The clause at DFARS 252.227– 

7014, Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, governs other than 

commercial computer software and 

other than commercial computer 

software documentation; and 

(3) A license consistent with DFARS 

227.7202 governs commercial computer 

software and commercial computer 

software documentation. 

(c) Rights in technical data and 

computer software. The Contractor 

grants or shall obtain for the 

Government the following royalty-free, 

worldwide, nonexclusive, irrevocable 

license rights in technical data or other 

than commercial computer software. All 

rights not granted to the Government are 

retained by the Contractor. 

(1) Unlimited rights. The Government 

shall have unlimited rights in technical 

data or computer software, including 

such data generated under this contract, 

that are— 

(i) Form, fit, and function data; 

(ii) Necessary for installation, 

operation, maintenance, or training 

purposes (other than detailed 

manufacturing or process data); 

(iii) Corrections or changes to 

Government-furnished technical data or 

computer software; 

(iv) Otherwise publicly available or 

have been released or disclosed by the 

Contractor or a subcontractor without 

restrictions on further use, release, or 

disclosure other than a release or 

disclosure resulting from the sale, 

transfer, or other assignment of interest 

in the technical data or computer 

software to another party or the sale or 

transfer of some or all of a business 

entity or its assets to another party; 

(v) Technical data or computer 

software in which the Government has 

acquired previously unlimited rights 

under another Government contract or 

as a result of negotiations 

(vi) Technical data or computer 

software furnished to the Government, 

under this or any other Government 

contract or subcontract thereunder, with 

license rights for which all restrictive 

conditions on the Government have 

expired; and 

(vii) Computer software 

documentation generated or required to 

be delivered under this contract. 

(2) Government purpose rights. 

(i) The Government shall have 

government purpose rights for the 

period specified in paragraph (c)(2)(ii) 

of this clause in data that are— 

(A) Not SBIR/STTR data, and are— 

(1) Technical data pertaining to items, 

components, or processes developed 

with mixed funding, or are computer 

software developed with mixed funding, 

except when the Government is entitled 

to unlimited rights in such data as 

provided in paragraph (c)(1) of this 

clause; 

(2) Created with mixed funding in the 

performance of a contract that does not 

require the development, manufacture, 

construction, or production of items, 

components, or processes; or 

(B) SBIR/STTR data, upon expiration 

of the SBIR/STTR data protection 

period. 

(ii)(A) For the non-SBIR/STTR data 

described in paragraph (c)(2)(i)(A) of 

this clause, the Government shall have 

government purpose rights for a period 

of 5 years, or such other period as may 

be negotiated. This period shall 

commence upon award of the contract, 

subcontract, letter contract (or similar 

contractual instrument), or contract 

modification (including a modification 

to exercise an option) that required 

development of the items, components, 

or processes, or creation of the data 

described in paragraph (c)(2)(i)(A)(2) of 

this clause. Upon expiration of the 5- 

year or other negotiated period, the 

Government shall have unlimited rights 

in the data. 

(B) For the SBIR/STTR data described 

in paragraph (c)(2)(i)(B) of this clause, 

the Government shall have government 

purpose rights perpetually. This 

Government purpose rights period 

commences upon the expiration of the 

SBIR/STTR data protection period. 

(iii) The Government shall not release 

or disclose data in which it has 

government purpose rights unless— 

(A) Prior to release or disclosure, the 

intended recipient is subject to the 

nondisclosure agreement at DFARS 

227.7103–7; or 

(B) The recipient is a Government 

contractor receiving access to the data 

for performance of a Government 

contract that contains the clause at 

DFARS 252.227–7025, Limitations on 

the Use or Disclosure of GovernmentFurnished Information Marked with 

Restrictive Legends. 

(iv) The Contractor has the exclusive 

right, including the right to license 

others, to use technical data in which 

the Government has obtained 

government purpose rights under this 

contract for any commercial purpose 

during the time period specified in the 

government purpose rights marking 

prescribed in paragraph (g)(3) of this 

clause. 

(3) Limited rights. The Government 

shall have limited rights in technical 

data that were not generated under this 

contract, pertain to items, components, 

or processes developed exclusively at 

private expense, and are marked, in 

accordance with the marking 

instructions in paragraph (g)(1) of this 

clause, with the legend prescribed in 

paragraph (g)(4) of this clause. 

(4) Restricted rights in computer 

software. The Government shall have 

restricted rights in other than 

commercial computer software required 

to be delivered or otherwise furnished 

to the Government under this contract 

that were developed exclusively at 

private expense and were not generated 

under this contract. 

(5) SBIR/STTR data rights. Except for 

technical data, including computer 

software documentation, or computer 

software in which the Government has 

unlimited rights under paragraph (c)(1) 

of this clause, the Government shall 


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have SBIR/STTR data rights, during the 

SBIR/STTR data protection period of 

this contract, in all SBIR/STTR data 

developed or generated under this 

contract. This protection period is not 

extended by any subsequent SBIR/STTR 

contracts under which any portion of 

that SBIR/STTR data is used or 

delivered. The SBIR/STTR data 

protection period of any such 

subsequent SBIR/STTR contract applies 

only to the SBIR/STTR data that are 

developed or generated under that 

subsequent contract. The SBIR/STTR 

data protection period is governed by 

the version of this clause that is 

incorporated in the contract under 

which the SBIR/STTR data are 

developed or generated. If the SBIR/ 

STTR data were developed or generated 

under a contract that included a 

previous version of this clause, then the 

SBIR/STTR data protection period is 

governed by that previous version of 

this clause. 

(6) Specifically negotiated license 

rights. After contract award, the 

standard license rights granted to the 

Government under paragraphs (c)(1) 

through (5) of this clause may be 

modified by mutual agreement to 

provide such rights as the parties 

consider appropriate but shall not 

provide the Government lesser rights in 

technical data, including computer 

software documentation, than are 

enumerated in the definition of ‘‘limited 

rights’’ of this clause or lesser rights in 

computer software than are enumerated 

in the definition of ‘‘restricted rights’’ of 

this clause. Any rights so negotiated 

shall be identified in a license 

agreement made part of this contract. 

(7) Prior government rights. Technical 

data, including computer software 

documentation, or computer software 

that will be delivered, furnished, or 

otherwise provided to the Government 

under this contract, in which the 

Government has previously obtained 

rights shall be delivered, furnished, or 

provided with the preexisting rights, 

unless— 

(i) The parties have agreed otherwise; 

or 

(ii) Any restrictions on the 

Government’s rights to use, modify, 

release, perform, display, or disclose the 

technical data or computer software 

have expired or no longer apply. 

(8) Release from liability. The 

Contractor agrees to release the 

Government from liability for any 

release or disclosure of technical data, 

computer software, or computer 

software documentation made in 

accordance with the definitions of 

‘‘Government purpose,’’ ‘‘other than 

commercial computer software,’’ or 

paragraph (c)(5) of this clause, or in 

accordance with the terms of a license 

negotiated under paragraph (c)(6) of this 

clause, or by others to whom the 

recipient has released or disclosed the 

data, software, or documentation and to 

seek relief solely from the party who has 

improperly used, modified, reproduced, 

released, performed, displayed, or 

disclosed Contractor data or software 

marked with restrictive legends. 

(9) Covered Government support 

contractors. The Contractor 

acknowledges that— 

(i) Limited rights technical data and 

restricted rights computer software are 

authorized to be released or disclosed to 

covered Government support 

contractors; 

(ii) The Contractor will be notified of 

such release or disclosure; 

(iii) The Contractor may require each 

such covered Government support 

contractor to enter into a nondisclosure 

agreement directly with the Contractor 

(or the party asserting restrictions as 

identified in a restrictive legend) 

regarding the covered Government 

support contractor’s use of such data or 

software, or alternatively that the 

Contractor (or party asserting 

restrictions) may waive in writing the 

requirement for a nondisclosure 

agreement; and 

(iv) Any such nondisclosure 

agreement shall address the restrictions 

on the covered Government support 

contractor’s use of the data or software 

as set forth in the clause at DFARS 

252.227–7025, Limitations on the Use or 

Disclosure of Government-Furnished 

Information Marked with Restrictive 

Legends. The nondisclosure agreement 

shall not include any additional terms 

and conditions unless mutually agreed 

to by the parties to the nondisclosure 

agreement. 

* * * * * 

(f) * * * 

(3) * * * 

Identification and Assertion of 

Restrictions on the Government’s Use, 

Release, or Disclosure of Technical 

Data or Computer Software 

The Contractor asserts for itself, or the 

persons identified below, that the 

Government’s rights to use, release, or 

disclose the following technical data or 

computer software should be restricted: 

Technical data or computer 

software to be furnished 

with restrictions 1

Basis for assertion 2 Asserted rights category 3 Name of person asserting 

restrictions 4

(LIST) (LIST) (LIST) (LIST) 

1 If the assertion is applicable to items, components, or processes developed at private expense, identify both the technical data and each 

such item, component, or process. 2Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government’s 

rights to use, release, or disclose technical data or computer software. Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for asserting that the Government’s rights should be restricted. 3Enter asserted rights category (e.g., limited rights, restricted rights, or government purpose rights from a prior contract, SBIR/STTR data 

rights under this or another contract, or specifically negotiated licenses). 4 Corporation, individual, or other person, as appropriate. 

Date llllllllllllllllll

Printed Name and Title lllllllll

Signature llllllllllllllll

(End of identification and assertion) 

* * * * * 

(g) Marking requirements. The 

Contractor, and its subcontractors or 

suppliers, may only assert restrictions 

on the Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose technical data or 

computer software to be delivered under 

this contract by marking the deliverable 

data or software subject to restriction. 

Except as provided in paragraph (g)(8) 

of this clause, only the following 

markings are authorized under this 

contract: the government purpose rights 

marking at paragraph (g)(3) of this 

clause; the limited rights legend at 

paragraph (g)(4) of this clause; the 

restricted rights legend at paragraph 

(g)(5) of this clause; the SBIR/STTR data 

rights legend at paragraph (g)(6) of this 

clause; or the special license rights 

legend at paragraph (g)(7) of this clause; 

and a notice of copyright as prescribed 

under 17 U.S.C. 401 or 402. 

(1) General marking instructions. The 

Contractor, or its subcontractors or 

suppliers, shall conspicuously and 

legibly mark the appropriate legend to 

all technical data and computer 


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software that qualify for such markings. 

The authorized legends shall be placed 

on the transmittal document or storage 

container and, for printed material, each 

page of the printed material containing 

technical data or computer software for 

which restrictions are asserted. When 

only portions of a page of printed 

material are subject to the asserted 

restrictions, such portions shall be 

identified by circling, underscoring, 

with a note, or other appropriate 

identifier. Technical data or computer 

software transmitted directly from one 

computer or computer terminal to 

another shall contain a notice of 

asserted restrictions. However, 

instructions that interfere with or delay 

the operation of computer software in 

order to display a restrictive rights 

legend or other license statement at any 

time prior to or during use of the 

computer software, or otherwise cause 

such interference or delay, shall not be 

inserted in software that will or might 

be used in combat or situations that 

simulate combat conditions, unless the 

Contracting Officer’s written permission 

to deliver such software has been 

obtained prior to delivery. 

Reproductions of technical data, 

computer software, or any portions 

thereof subject to asserted restrictions 

shall also reproduce the asserted 

restrictions. 

(2) Omitted markings. (i) Technical 

data, computer software, or computer 

software documentation delivered or 

otherwise provided under this contract 

without restrictive markings shall be 

presumed to have been delivered with 

unlimited rights. To the extent 

practicable, if the Contractor has 

requested permission (see paragraph 

(g)(2)(ii) of this clause) to correct an 

inadvertent omission of markings, the 

Contracting Officer will not release or 

disclose the technical data, software, or 

documentation pending evaluation of 

the request. 

(ii) The Contractor may request 

permission to have conforming and 

justified restrictive markings placed on 

unmarked technical data, computer 

software, or computer software 

documentation at its expense. The 

request must be received by the 

Contracting Officer within 6 months 

following the furnishing or delivery of 

such technical data, software, or 

documentation, or any extension of that 

time approved by the Contracting 

Officer. The Contractor shall— 

(A) Identify the technical data, 

software, or documentation that should 

have been marked; 

(B) Demonstrate that the omission of 

the marking was inadvertent, the 

proposed marking is justified and 

conforms with the requirements for the 

marking of technical data, computer 

software, or computer software 

documentation contained in this clause; 

and 

(C) Acknowledge, in writing, that the 

Government has no liability with 

respect to any disclosure, reproduction, 

or use of the technical data, software, or 

documentation made prior to the 

addition of the marking or resulting 

from the omission of the marking. 

(3) Government purpose rights 

markings. Technical data or computer 

software delivered or otherwise 

furnished to the Government with 

government purpose rights shall be 

marked as follows: 

Government Purpose Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

Expiration Date lllllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose these technical data 

or computer software are restricted by 

paragraph (c)(2) of the DFARS 252.227– 

7018, Rights in Other Than Commercial 

Technical Data and Computer 

Software—Small Business Innovation 

Research Program and Small Business 

Technology Transfer Program, clause 

contained in the above identified 

contract. No restrictions apply after the 

expiration date shown above. Any 

reproduction of technical data or 

computer software or portions thereof 

marked with this restrictive marking 

must also reproduce the markings. 

(End of legend) 

(4) Limited rights markings. Technical 

data not generated under this contract 

that pertain to items, components, or 

processes developed exclusively at 

private expense and delivered or 

otherwise furnished with limited rights 

shall be marked as follows: 

Limited Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose these technical data 

are restricted by paragraph (c)(3) of the 

DFARS 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause contained in the above identified 

contract. Any reproduction of technical 

data or portions thereof marked with 

this legend must also reproduce the 

markings. Any person, other than the 

Government, who has been provided 

access to such data must promptly 

notify the above named Contractor. 

(End of legend) 

(5) Restricted rights markings. 

Computer software delivered or 

otherwise furnished to the Government 

with restricted rights shall be marked as 

follows: 

Restricted Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose this software are 

restricted by paragraph (c)(4) of the 

DFARS 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

clause contained in the above identified 

contract. Any reproduction of computer 

software or portions thereof marked 

with this legend must also reproduce 

the markings. Any person, other than 

the Government, who has been provided 

access to such software must promptly 

notify the above named Contractor. 

(End of legend) 

(6) SBIR/STTR data rights markings. 

Except for technical data or computer 

software in which the Government has 

acquired unlimited rights under 

paragraph (c)(1) of this clause or 

negotiated special license rights as 

provided in paragraph (c)(6) of this 

clause, technical data or computer 

software generated under this contract 

shall be marked as follows. The 

Contractor shall enter the expiration 

date for the SBIR/STTR data protection 

period on the legend: 

SBIR/STTR Data Rights 

Contract Number llllllllllll

Contractor Name llllllllllll

Contractor Address lllllllllll

Expiration of SBIR/STTR Data Protection Period llllllllllllllllll

Expiration of the Government Purpose Rights 

Period lllllllllllllllll

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose technical data or 

computer software marked with this 

legend are restricted during the period 

shown as provided in paragraph (c)(5) of 

the DFARS 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software—Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, clause contained in 

the above identified contract. After the 


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SBIR/STTR data protection period 

expiration date shown above, the 

Government has perpetual government 

purpose rights as provided in paragraph 

(c)(4) of that clause, unless otherwise 

indicated by the government purpose 

rights expiration date shown above. Any 

reproduction of technical data, 

computer software, or portions thereof 

marked with this legend must also 

reproduce the markings. 

(End of legend) 

(7) Special license rights markings. (i) 

Technical data or computer software in 

which the Government’s rights stem 

from a specifically negotiated license 

shall be marked as follows: 

Special License Rights 

The Government’s rights to use, 

modify, reproduce, release, perform, 

display, or disclose this technical data 

or computer software are restricted by 

Contract Number [Insert contract 

number], License Number [Insert license 

identifier]. Any reproduction of 

technical data, computer software, or 

portions thereof marked with this 

marking must also reproduce the 

markings. 

(End of legend) 

(ii) For purposes of this clause, 

special licenses do not include 

government purpose license rights 

acquired under a prior contract (see 

paragraph (c)(7) of this clause). 

(8) Preexisting data markings. If the 

terms of a prior contract or license 

permitted the Contractor to restrict the 

Government’s rights to use, modify, 

reproduce, release, perform, display, or 

disclose technical data or computer 

software, and those restrictions are still 

applicable, the Contractor may mark 

such data or software with the 

appropriate restrictive legend for which 

the data or software qualified under the 

prior contract or license. The Contractor 

shall follow the marking procedures in 

paragraph (g)(1) of this clause. 

* * * * * 

(i) Removal of unjustified and 

nonconforming markings. (1) 

Unjustified markings. The rights and 

obligations of the parties regarding the 

validation of restrictive markings on 

technical data or computer software 

furnished or to be furnished under this 

contract are contained in the DFARS 

252.227–7037, Validation of Restrictive 

Markings on Technical Data, and the 

DFARS 252.227–7019, Validation of 

Asserted Restrictions—Computer 

Software, clauses of this contract, 

respectively. Notwithstanding any 

provision of this contract concerning 

inspection and acceptance, the 

Government may ignore or, at the 

Contractor’s expense, correct or strike a 

marking if, in accordance with the 

applicable procedures of those clauses, 

a restrictive marking is determined to be 

unjustified. 

(2) Nonconforming markings. A 

nonconforming marking is a marking 

placed on technical data or computer 

software delivered or otherwise 

furnished to the Government under this 

contract that is not in the format 

authorized by this contract. Correction 

of nonconforming markings is not 

subject to the DFARS 252.227–7037, 

Validation of Restrictive Markings on 

Technical Data, or the DFARS 252.227– 

7019, Validation of Asserted 

Restrictions—Computer Software, 

clause of this contract. If the Contracting 

Officer notifies the Contractor of a 

nonconforming marking or markings 

and the Contractor fails to remove or 

correct such markings within 60 days, 

the Government may ignore or, at the 

Contractor’s expense, remove or correct 

any nonconforming markings. 

* * * * * 

(l) Subcontractors or suppliers. (1) 

The Contractor shall assure that the 

rights afforded its subcontractors and 

suppliers under 10 U.S.C. 3771–3775, 

10 U.S.C. 3781–3786, 15 U.S.C. 

638(j)(1)(B)(iii) and (v), and the 

identification, assertion, and delivery 

processes required by paragraph (f) of 

this clause are recognized and 

protected. 

(2) Whenever any other than 

commercial technical data or computer 

software is to be obtained from a 

subcontractor or supplier for delivery to 

the Government under this contract, the 

Contractor shall use the following 

clause(s) in the subcontract or other 

contractual instrument, and require its 

subcontractors or suppliers to do so, 

without alteration, except to identify the 

parties: 

(i) Except as provided in paragraph 

(l)(2)(ii) of this clause, use this clause to 

govern SBIR/STTR data. 

(ii) For data that are not SBIR/STTR 

data— 

(A) Use the clause at DFARS 252.227– 

7013, Rights in Technical Data—Other 

Than Commercial Products and 

Commercial Services, to govern the 

technical data pertaining to other than 

commercial products or commercial 

services or to any portion of a 

commercial product or commercial 

service that was developed in any part 

at Government expense, and use the 

clause at DFARS 252.227–7015, 

Technical Data—Commercial Products 

and Commercial Services, to govern the 

technical data pertaining to any portion 

of a commercial product or commercial 

service that was developed exclusively 

at private expense; 

(B) Use the DFARS clause at 252.227– 

7014, Rights in Other Than Commercial 

Computer Software and Other Than 

Commercial Computer Software 

Documentation, to govern other than 

commercial computer software and 

computer software documentation; and 

(C) Use the license under which the 

data are customarily provided to the 

public, in accordance with DFARS 

227.7202, for commercial computer 

software and commercial computer 

software documentation. 

(iii) No other clause shall be used to 

enlarge or diminish the Government’s, 

the Contractor’s, or a higher tier 

subcontractor’s or supplier’s rights in a 

subcontractor’s or supplier’s technical 

data or computer software. 

(3) Technical data required to be 

delivered by a subcontractor or supplier 

shall normally be delivered to the next 

higher tier contractor, subcontractor, or 

supplier. However, when there is a 

requirement in the prime contract for 

technical data which may be submitted 

with other than unlimited rights by a 

subcontractor or supplier, then said 

subcontractor or supplier may fulfill its 

requirement by submitting such 

technical data directly to the 

Government, rather than through a 

higher tier contractor, subcontractor, or 

supplier. 

(4) The Contractor and higher tier 

subcontractors or suppliers shall not use 

their power to award contracts as 

economic leverage to obtain rights in 

technical data or computer software 

from their subcontractors or suppliers. 

(5) In no event shall the Contractor 

use its obligation to recognize and 

protect subcontractor or supplier rights 

in technical data or computer software 

as an excuse for failing to satisfy its 

contractual obligation to the 

Government. 

* * * * * 

■ 26. Amend section 252.227–7019— 

■ a. By revising the introductory text 

and clause date; 

■ b. By revising paragraphs (a) and 

(d)(2)(i)(B); 

■ c. In paragraph (e)(1), by revising the 

second sentence; 

■ d. In paragraph (f)(1)(ii), by removing 

‘‘sixty (60) days’’ and adding ‘‘60 days’’ 

in its place; 

■ e. In paragraph (f)(1)(iv), by removing 

‘‘three-year’’ and adding ‘‘3-year’’ in its 

place; 

■ f. In paragraph (f)(7), by removing 

‘‘provides the contractor’’ and adding 

‘‘provides the Contractor’’ in its place; 

and 


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■ g. By revising paragraph (g). 

The revisions read as follows: 

252.227–7019 Validation of Asserted 

Restrictions—Computer Software. 

As prescribed in 227.7104–4(b)(3) or 

227.7203–6(c), use the following clause: 

Validation of Asserted Restrictions— 

Computer Software (JAN 2025) 

(a) Definitions. As used in this 

clause— 

Contractor, unless otherwise 

specifically indicated, means the 

Contractor and its subcontractors or 

suppliers. 

Other terms are defined in the 

252.227–7014, Rights in Other Than 

Commercial Computer Software and 

Other Than Commercial Computer 

Software Documentation, clause of this 

contract. 

* * * * * 

(d) * * * 

(2) * * * 

(i) * * * 

(B) Return the computer software to 

the Contractor for correction at the 

Contractor’s expense. If the Contractor 

fails to correct or strike the unjustified 

restrictions and return the corrected 

software to the Contracting Officer 

within 60 days following receipt of the 

software, the Contracting Officer may 

correct or strike the markings at the 

Contractor’s expense; 

* * * * * 

(e) * * * 

(1) * * * Except for software that is 

publicly available, has been furnished to 

the Government without restrictions, or 

has been otherwise made available 

without restrictions, the Government 

may exercise this right only within 3 

years after the date(s) the software is 

delivered or otherwise furnished to the 

Government, or 3 years following final 

payment under this contract, whichever 

is later. 

* * * * * 

(g) Contractor appeal—Government 

obligation. (1) The Government agrees 

that, notwithstanding a Contracting 

Officer’s final decision denying the 

validity of an asserted restriction and 

except as provided in paragraph (g)(3) of 

this clause, it will honor the asserted 

restriction— 

(i) For a period of 90 days from the 

date of the Contracting Officer’s final 

decision to allow the Contractor to 

appeal to the appropriate Board of 

Contract Appeals or to file suit in an 

appropriate court; 

(ii) For a period of 1 year from the 

date of the Contracting Officer’s final 

decision if, within the first 90 days 

following the Contracting Officer’s final 

decision, the Contractor has provided 

notice of an intent to file suit in an 

appropriate court; or 

(iii) Until final disposition by the 

appropriate Board of Contract Appeals 

or court of competent jurisdiction, if the 

Contractor has— 

(A) Appealed to the Board of Contract 

Appeals or filed suit in an appropriate 

court within 90 days; or 

(B) Submitted, within 90 days, a 

notice of intent to file suit in an 

appropriate court and filed suit within 

1 year. 

(2) The Contractor agrees that the 

Government may strike, correct, or 

ignore the restrictive markings if the 

Contractor fails to— 

(i) Appeal to a Board of Contract 

Appeals within 90 days from the date of 

the Contracting Officer’s final decision; 

(ii) File suit in an appropriate court 

within 90 days from such date; or 

(iii) File suit within 1 year after the 

date of the Contracting Officer’s final 

decision if the Contractor had provided 

notice of intent to file suit within 90 

days following the date of the 

Contracting Officer’s final decision. 

(3)(i) The agency head, on a 

nondelegable basis, may determine that 

urgent or compelling circumstances do 

not permit awaiting the filing of suit in 

an appropriate court, or the rendering of 

a decision by a court of competent 

jurisdiction or Board of Contract 

Appeals. In that event, the agency head 

shall notify the Contractor of the urgent 

or compelling circumstances. 

Notwithstanding paragraph (g)(1) of this 

clause, the Contractor agrees that the 

agency may use, modify, reproduce, 

release, perform, display, or disclose 

computer software marked with— 

(A) Government purpose legends for 

any purpose, and authorize others to do 

so; or 

(B) Restricted or special license rights 

for government purposes only. 

(ii) The Government agrees not to 

release or disclose such software unless, 

prior to release or disclosure, the 

intended recipient is subject to the use 

and nondisclosure agreement at Defense 

Federal Acquisition Regulation 

Supplement (DFARS) 227.7103–7, or is 

a Government contractor receiving 

access to the software for performance 

of a Government contract that contains 

the clause at DFARS 252.227–7025, 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked with Restrictive Legends. The 

agency head’s determination may be 

made at any time after the date of the 

Contracting Officer’s final decision and 

shall not affect the Contractor’s right to 

damages against the United States, or 

other relief provided by law, if its 

asserted restrictions are ultimately 

upheld. 

* * * * * 

■ 27. Amend section 252.227–7025— 

■ a. By revising the introductory text 

and clause date; 

■ b. By adding paragraph (a) 

introductory text; 

■ c. By revising paragraphs (a)(3) and 

(b)(1) through (4); 

■ d. In paragraph (b)(5)(iii), by removing 

‘‘thirty (30) days’’ and adding ‘‘30 days’’ 

in its place; 

■ e. By revising paragraph (b)(5)(iv); 

■ f. in paragraph (c)(2), by removing 

‘‘third party beneficiary’’ and adding 

‘‘third-party beneficiary’’ in its place; 

■ g. In paragraph (d), by removing ‘‘nondisclosure’’ and adding ‘‘nondisclosure’’ 

in its place; and 

■ h. By adding ‘‘(End of clause)’’ at the 

end of the clause. 

The revisions and addition read as 

follows: 

252.227–7025 Limitations on the Use or 

Disclosure of Government-Furnished 

Information Marked with Restrictive 

Legends. 

As prescribed in 227.7103–6(c), 

227.7104–4(b)(4), or 227.7203–6(d), use 

the following clause: 

Limitations on the Use or Disclosure of 

Government-Furnished Information 

Marked With Restrictive Legends (JAN 

2025) 

(a) Definitions. As used in this 

clause— 

* * * * * 

(3) For Small Business Innovation 

Research (SBIR) Program and Small 

Business Technology Transfer (STTR) 

Program contracts, the terms ‘‘covered 

Government support contractor,’’ 

‘‘government purpose rights,’’ ‘‘limited 

rights,’’ ‘‘restricted rights,’’ and ‘‘SBIR/ 

STTR data rights’’ are defined in the 

clause at 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software—Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program. 

(b) * * * 

(1) GFI marked with limited rights, 

restricted rights, or SBIR/STTR data 

rights legends. (i) The Contractor shall 

use, modify, reproduce, perform, or 

display technical data received from the 

Government with limited rights legends, 

computer software received with 

restricted rights legends, or SBIR/STTR 

technical data or computer software 

received with SBIR/STTR data rights 

legends (during the SBIR/STTR data 

protection period) only in the 

performance of this contract. The 

Contractor shall not, without the 


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Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 103365 

express written permission of the party 

whose name appears in the legend, 

release or disclose such data or software 

to any unauthorized person. 

(ii) If the Contractor is a covered 

Government support contractor, the 

Contractor is also subject to the 

additional terms and conditions at 

paragraph (b)(5) of this clause. 

(2) GFI marked with government 

purpose rights legends. The Contractor 

shall use technical data or computer 

software received from the Government 

with government purpose rights legends 

for government purposes only. The 

Contractor shall not, without the 

express written permission of the party 

whose name appears in the restrictive 

legend, use, modify, reproduce, release, 

perform, or display such data or 

software for any commercial purpose or 

disclose such data or software to a 

person other than its subcontractors, 

suppliers, or prospective subcontractors 

or suppliers, who require the data or 

software to submit offers for, or perform, 

contracts under this contract. Prior to 

disclosing the data or software, the 

Contractor shall require the persons to 

whom disclosure will be made to 

complete and sign the nondisclosure 

agreement at 227.7103–7 of the Defense 

Federal Acquisition Regulation 

Supplement (DFARS). 

(3) GFI marked with specially 

negotiated license rights legends. (i) The 

Contractor shall use, modify, reproduce, 

release, perform, or display technical 

data or computer software received from 

the Government with specially 

negotiated license legends only as 

permitted in the license. Such data or 

software may not be released or 

disclosed to other persons unless 

permitted by the license and, prior to 

release or disclosure, the intended 

recipient has completed the 

nondisclosure agreement at DFARS 

227.7103–7. The Contractor shall 

modify paragraph (1)(c) of the 

nondisclosure agreement to reflect the 

recipient’s obligations regarding use, 

modification, reproduction, release, 

performance, display, and disclosure of 

the data or software. 

(ii) If the Contractor is a covered 

Government support contractor, the 

Contractor may also be subject to some 

or all of the additional terms and 

conditions at paragraph (b)(5) of this 

clause, to the extent such terms and 

conditions are required by the specially 

negotiated license. 

(4) GFI technical data marked with 

commercial restrictive legends. (i) The 

Contractor shall use, modify, reproduce, 

perform, or display technical data that 

are or pertain to a commercial product 

or commercial service and are received 

from the Government with a commercial 

restrictive legend (i.e., marked to 

indicate that such data are subject to 

use, modification, reproduction, release, 

performance, display, or disclosure 

restrictions) only in the performance of 

this contract. The Contractor shall not, 

without the express written permission 

of the party whose name appears in the 

legend, use the technical data to 

manufacture additional quantities of the 

commercial products or commercial 

services, or release or disclose such data 

to any unauthorized person. 

(ii) If the Contractor is a covered 

Government support contractor, the 

Contractor is also subject to the 

additional terms and conditions at 

paragraph (b)(5) of this clause. 

(5) * * * 

(iv) The Contractor will enter into a 

nondisclosure agreement with the party 

whose name appears in the legend, if 

required to do so by that party, and that 

any such nondisclosure agreement will 

implement the restrictions on the 

Contractor’s use of such data or software 

as set forth in this clause. The 

nondisclosure agreement shall not 

include any additional terms and 

conditions unless mutually agreed to by 

the parties to the nondisclosure 

agreement; and 

* * * * * 

(End of clause) 

■ 28. Revise the section 252.227–7028 

heading and introductory text to read as 

follows: 

252.227–7028 Technical Data or Computer 

Software Previously Delivered to the 

Government. 

As prescribed in 227.7103–6(d), 

227.7104–4(b)(5), or 227.7203–6(e), use 

the following provision: 

* * * * * 

■ 29. Revise the section 252.227–7030 

heading and introductory text to read as 

follows: 

252.227–7030 Technical Data— 

Withholding of Payment. 

As prescribed at 227.7103–6(e)(2) or 

227.7104–4(b)(6), use the following 

clause: 

* * * * * 

■ 30. Revise the section 252.227–7037 

introductory text to read as follows: 

252.227–7037 Validation of Restrictive 

Markings on Technical Data. 

As prescribed in 227.7102–4(c), 

227.7103–6(e)(3), 227.7104–4(b)(7), or 

227.7203–6(f), use the following clause: 

* * * * * 

■ 31. Add sections 252.227–7040 and 

252.227–7041 to read as follows: 

252.227–7040 Additional Preaward 

Requirements for Small Business 

Technology Transfer Program. 

As prescribed in 227.7104–4(c)(1), use 

the following provision: 

Additional Preaward Requirements for 

Small Business Technology Transfer 

Program (JAN 2025) 

(a) Definitions. As used in this 

provision, the terms ‘‘research 

institution’’ and ‘‘United States’’ have 

the meaning given in the 252.227–7041, 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program, clause of this solicitation. 

(b) Offers submitted in response to 

this solicitation shall include the 

following: 

(1) The written agreement between 

the Offeror and a research institution, 

which shall contain— 

(i) A specific allocation of ownership, 

rights, and responsibilities for 

intellectual property (including 

inventions, patents, technical data, and 

computer software) resulting from the 

Small Business Technology Transfer 

(STTR) Program award; 

(ii) Identification of which party to 

the written agreement may obtain 

United States or foreign patents or 

otherwise protect any inventions that 

result from a STTR award; and 

(iii) No terms or conditions that 

conflict with the requirements of the 

clause at 252.227–7018, Rights in Other 

Than Commercial Technical Data and 

Computer Software–Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

or this provision, including the rights of 

the United States, the Offeror, and the 

research institution regarding 

intellectual property, and regarding any 

right to carry out follow-on research. 

(2) The Offeror’s written 

representation that— 

(i) The Offeror is satisfied with its 

written agreement with the research 

institution; and 

(ii) The written agreement does not 

conflict with the requirements of this 

solicitation. 

(c) The Offeror shall submit the 

written representation required by 

paragraph (b)(2) of this provision as an 

attachment to its offer, dated and signed 

by an official authorized to 

contractually obligate the Offeror. 

(d) The Offeror’s failure to submit the 

written agreement or written 

representation required by paragraph (b) 

of this provision with its offer may 

render the offer ineligible for award. 

(e) If the Offeror is awarded a 

contract, the Contracting Officer will 

include the written agreement and 

written representation required by 


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103366 Federal Register / Vol. 89, No. 243 / Wednesday, December 18, 2024 / Rules and Regulations 

paragraph (b) of this provision in an 

attachment to that contract. 

(End of provision) 

252.227–7041 Additional Postaward 

Requirements for Small Business 

Technology Transfer Program. 

As prescribed in 227.7104–4(c)(2), use 

the following clause: 

Additional Postaward Requirements for 

Small Business Technology Transfer 

Program (JAN 2025) 

(a) Definitions. As used in this 

clause— 

Research institution means an 

institution or entity that— 

(1) Has a place of business located in 

the United States; 

(2) Operates primarily within the 

United States or makes a significant 

contribution to the U.S. economy 

through payment of taxes or use of 

American products, materials, or labor; 

and 

(3) Is either— 

(i) A nonprofit institution that is 

owned and operated exclusively for 

scientific or educational purposes, no 

part of the net earnings of which inures 

to the benefit of any private shareholder 

or individual (section 4(3) of the 

Stevenson-Wydler Technology 

Innovation Act of 1980); or 

(ii) A federally-funded research or 

research and development center as 

identified by the National Science 

Foundation (https://www.nsf.gov/ 

statistics/ffrdclist/) in accordance with 

the guidance at Federal Acquisition 

Regulation 35.017. 

United States means the 50 States and 

the District of Columbia, the territories 

and possessions of the Government, the 

Commonwealth of Puerto Rico, the 

Republic of the Marshall Islands, the 

Federated States of Micronesia, and the 

Republic of Palau. 

(b) Preaward submissions. Attached to 

this contract are the following 

documents, submitted by the Contractor 

pursuant to Defense Federal Acquisition 

Regulation Supplement (DFARS) 

252.227–7040, Additional Preaward 

Requirements for Small Business 

Technology Transfer Program: 

(1) The written agreement between 

the Contractor and a research 

institution. 

(2) The Contractor’s written 

representation that the Contractor is 

satisfied with that written agreement, 

which does not conflict with the clause 

at DFARS 252.227–7018, Rights in 

Other Than Commercial Technical Data 

and Computer Software–Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

or this clause. 

(c) Postaward updates. The Contractor 

shall not allow any modification to its 

written agreement with the research 

institution, unless the written 

agreement, as modified, contains— 

(1) A specific allocation of ownership, 

rights, and responsibilities for 

intellectual property (including 

inventions, patents, technical data, and 

computer software) resulting from 

performance of this contract; 

(2) Identification of which party to the 

written agreement may obtain United 

States or foreign patents or otherwise 

protect any inventions that result from 

a Small Business Technology Transfer 

Program award; 

(3) The Contractor’s written, dated, 

and signed representation that— 

(i) The Contractor is satisfied with its 

written agreement with the research 

institution, as modified; and 

(ii) The written agreement, as 

modified, does not conflict with the 

clause at DFARS 252.227–7018, Rights 

in Other Than Commercial Technical 

Data and Computer Software–Small 

Business Innovation Research Program 

and Small Business Technology 

Transfer Program, or this clause; and 

(4) No terms and conditions that 

conflict with the clause at DFARS 

252.227–7018, Rights in Other Than 

Commercial Technical Data and 

Computer Software–Small Business 

Innovation Research Program and Small 

Business Technology Transfer Program, 

or this clause, including the rights of the 

United States, the Contractor, and the 

research institution regarding 

intellectual property, and regarding any 

right to carry out follow-on research. 

(d) Submission of updated agreement. 

Within 30 days of execution of the 

modified written agreement described 

in paragraph (b)(1) of this clause, the 

Contractor shall submit a copy of that 

updated written agreement and the 

updated written representation 

described in paragraph (b)(2) of this 

clause to the Contracting Officer for 

review and attachment to this contract. 

(End of clause) 

[FR Doc. 2024–29226 Filed 12–17–24; 8:45 am] 

BILLING CODE 6001–FR–P 

DEPARTMENT OF DEFENSE 

Defense Acquisition Regulations 

System 

48 CFR Part 216 

[Docket DARS–2024–0023] 

RIN 0750–AL80 

Defense Federal Acquisition 

Regulation Supplement: Task Order 

and Delivery Order Contracting for 

Architectural and Engineering Services 

(DFARS Case 2023–D007) 

AGENCY: Defense Acquisition 

Regulations System, Department of 

Defense (DoD). 

ACTION: Final rule. 

SUMMARY: DoD is issuing a final rule 

amending the Defense Federal 

Acquisition Regulation Supplement 

(DFARS) to implement a section of the 

National Defense Authorization Act for 

Fiscal Year 2023 that provides 

directions for awarding architectural 

and engineering service task orders and 

delivery orders under multiple-award 

contracts. 

DATES: Effective December 18, 2024. 

FOR FURTHER INFORMATION CONTACT: Ms. 

Kimberly R. Ziegler, telephone 703– 

901–3176. 

SUPPLEMENTARY INFORMATION: 

I. Background 

DoD published a proposed rule in the 

Federal Register at 89 FR 60853 on July 

29, 2024, to implement section 802 of 

the National Defense Authorization Act 

(NDAA) for Fiscal Year (FY) 2023 (Pub. 

L. 117–263), which amends 10 U.S.C. 

3406. Section 802 added a requirement 

at 10 U.S.C. 3406(h)(1) for DoD 

contracting officers to use qualificationbased selections when awarding task 

orders and delivery orders for 

architectural and engineering (AE) 

services in accordance with Federal 

Acquisition Regulation (FAR) subpart 

36.6 and 40 U.S.C. chapter 11 (The 

Brooks Architect Engineer Act). Section 

802 also added, at 10 U.S.C. 3406(h)(2), 

direction that prevents contracting 

officers from routinely requesting 

additional information regarding 

qualifications when awarding task 

orders or delivery orders under a 

multiple-award contract. Two 

respondents submitted public 

comments in response to the proposed 

rule. 

II. Discussion and Analysis 

DoD reviewed the public comments in 

the development of the final rule. A 


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