`[Federal Register Volume 89, Number 243 (Wednesday, December 18, 2024)]
[Rules and Regulations]
[Pages 103338-103366]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-29226]



[[Page 103337]]

Vol. 89

Wednesday,

No. 243

December 18, 2024

Part IV





Department of Defense





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Defense Acquisition Regulations System





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48 CFR Parts 212, 216, 225, et al.





Defense Federal Acquisition Regulation Supplement: Small Business 
Innovation Research Program Data Rights (DFARS Case 2019-D043); Final 
Rule

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

[[Page 103338]]


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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.

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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).

[[Page 103339]]

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

[[Page 103340]]

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 Post-Award 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 
cross-references 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 cross-
references 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 
Off-the-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 Government-Furnished 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

[[Page 103341]]

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 data-rights 
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).

[[Page 103342]]

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:

0
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

0
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

0
3. Amend section 227.7103-5--
0
a. In paragraph (b)(4) introductory text, by removing ``government 
may'' and adding ``Government may'' in its place;
0
b. In paragraph (b)(4)(i), by removing ``non-disclosure'' and adding 
``nondisclosure'' in its place;
0
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 Government-Furnished Information Marked with 
Restrictive Legends, prior to release or disclosure of the limited 
rights data.
* * * * *

0
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). * * *
* * * * *

0
5. Amend section 227.7103-7--
0
a. By revising the section heading and paragraph (a);
0
b. In paragraph (b) and paragraph (c) introductory text, by removing 
``non-disclosure'' and adding ``nondisclosure'' in its place;
0
e. In the agreement ``Use and Non-Disclosure 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

[[Page 103343]]

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)

0
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 third-party 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.

0
7. Amend section 227.7103-10--
0
a. In paragraph (a)(3), by revising the third sentence;
0
b. By revising paragraphs (a)(5) and (b);
0
c. In paragraph (c)(1), by removing ``subsection'' and adding 
``section'' in its place;
0
d. In paragraph (c)(2) introductory text, by removing ``six months'' 
and adding ``6 months'' in its place; and
0
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. 
* * *
* * * * *

[[Page 103344]]

    (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.
* * * * *

0
8. Amend section 227.7103-11--
0
a. By revising paragraph (a); and
0
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.
* * * * *

0
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]

0
10. Amend section 227.7103-16 in paragraph (b) by removing ``non-
disclosure'' and adding ``nondisclosure'' in its place.

0
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.

0
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:

[[Page 103345]]

    (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 
Government-Furnished 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

[[Page 103346]]

(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]

0
13. Amend section 227.7108 in paragraph (a)(5) by removing ``non-
disclosure'' and adding ``nondisclosure'' in its place.

0
14. Amend section 227.7203-5--
0
a. In paragraph (b)(5), by removing ``non-disclosure'' and adding 
``nondisclosure'' in its place; and
0
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.
* * * * *

0
15. Amend section 227.7203-6 by revising the section heading to read as 
follows:


227.7203-6  Solicitation provisions and contract clauses.

* * * * *

0
16. Amend section 227.7203-9--
0
a. In paragraph (a)(1), by revising the first sentence; and
0
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 third-party 
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.

0
17. Amend section 227.7203-10--
0
a. In paragraph (a)(3), by revising the third sentence;
0
b. By revising paragraphs (a)(5) and (b);
0
c. In paragraph (c)(1), by removing ``subsection'' and adding 
``section'' in its place;
0
d. In paragraph (c)(2) introductory text, by removing ``six months'' 
and adding ``6 months'' in its place; and
0
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

[[Page 103347]]

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.
* * * * *

0
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.
* * * * *

0
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

0
20. Amend section 252.227-7013--
0
a. By revising the introductory text and clause date;
0
b. By revising paragraph (a);
0
c. By redesignating paragraphs (b) through (k) as paragraphs (c) 
through (l), respectively;
0
d. By adding a new paragraph (b);
0
e. By revising newly redesignated paragraphs (c) introductory text, 
(c)(2), (c)(3)(i) and (iv), and (c)(4) through (c)(6);
0
f. In newly redesignated paragraph (e), by removing ``paragraph (b)'' 
and adding ``paragraph (c)'' in its place;
0
g. In newly redesignated paragraph (f)(2), by removing ``(e)(3)'' and 
adding ``(f)(3)'' in its place;
0
h. In newly redesignated paragraph (f)(3)--
0
i. By removing ``Identification and Assertion of Restrictions on the 
Government's Use, Release, or Disclosure of Technical Data.'';
0
ii. By adding a heading to the table; and
0
iii. In note 3, by removing ``SBIR'' and adding ``SBIR/STTR'' in its 
place;
0
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;
0
k. By revising newly redesignated paragraph (g);
0
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;
0
m. By revising newly redesignated paragraph (i)(2);
0
n. In newly redesignated paragraph (k)(2), by removing ``(j)(1)'' and 
adding ``(k)(1)'' in its place;
0
o. By revising newly redesignated paragraph (l);
0
p. In alternate I--
0
i. By revising the clause date and the introductory text;
0
ii. By redesignating paragraph (l) as paragraph (m);
0
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;
0
q. In alternate II by--
0
i. Revising the clause date and the introductory text; and
0
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

[[Page 103348]]

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 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 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 firm-fixed-price or ceiling price of the contract, the additional 
development costs necessary to complete development shall not be 
considered when determining whether development was at Government, 
private, or mixed expense.
    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,

[[Page 103349]]

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 
Government-Furnished Information Marked with Restrictive Legends.
    (iv) The Contractor has the exclusive right, including the right to 
license others, to use technical data in which 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

[[Page 103350]]

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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------
Expiration Date--------------------------------------------------------

    The Government's rights to use, modify, reproduce, release, 
perform, display, or disclose these technical data are restricted by 
paragraph (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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------

    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

[[Page 103351]]

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:
* * * * *

0
21. Amend section 252.227-7014--
0
a. By revising the clause date and paragraph (a);
0
b. By redesignating paragraphs (b) through (k) as paragraphs (c) 
through (l), respectively;
0
c. By adding a new paragraph (b);
0
d. By revising newly redesignated paragraphs (c)(2), (c)(3), (c)(4)(i), 
(c)(5) introductory text, and (c)(6);
0
e. In newly redesignated paragraph (e) introductory text, by removing 
``paragraph (b)'' and adding ``paragraph (c)'' in its place;
0
f. In newly redesignated paragraph (f)(2), by removing ``paragraph 
(e)(3)'' and adding ``paragraph (f)(3)'' in its place;
0
g. In newly redesignated paragraph (f)(3)--
0
i. By removing ``Identification and Assertion of Restrictions on the 
Government's Use, Release, or Disclosure of Technical Data.'';
0
ii. By revising newly redesignated paragraph (f)(3) table;
0
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;
0
i. By revising newly redesignated paragraph (g);
0
j. By revising newly redesignated paragraph (i);
0
k. In newly redesignated paragraph (k)(2), by removing ``(j)(1)'' and 
adding ``(k)(1)'' in its place;
0
l. By revising newly redesignated paragraph (l);
0
m. In alternate I--
0
i. By revising the clause date and the introductory text;
0
ii. By redesignating paragraph (l) as paragraph (m); and
0
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 Government-
Furnished 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.

[[Page 103352]]

    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 firm-fixed-price or ceiling price of the contract, the additional 
development costs necessary to complete development shall not be 
considered when determining whether development was at government, 
private, or mixed expense.
    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

[[Page 103353]]

    (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 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) * * *
    (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:

[[Page 103354]]



----------------------------------------------------------------------------------------------------------------
  Computer software to be
furnished with restrictions    Basis for assertion \2\     Asserted rights  category   Name of person asserting
            \1\                                                       \3\                  restrictions \4\
----------------------------------------------------------------------------------------------------------------
                   (LIST)                       (LIST)                      (LIST)                      (LIST)
----------------------------------------------------------------------------------------------------------------
\1\ Generally, 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.
\3\ Enter 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-------------------------------------------------------------------
Printed Name and Title-------------------------------------------------
Signature--------------------------------------------------------------


(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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------
Expiration Date--------------------------------------------------------

    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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------

    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

[[Page 103355]]

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:
* * * * *

0
22. Amend section 252.227-7015--
0
a. By revising the clause date and paragraph (a);
0
b. By redesignating paragraphs (b) through (e) as paragraphs (c) 
through (f), respectively;
0
c. By adding a new paragraph (b);
0
d. In newly redesignated paragraph (c)(2) introductory text, by 
removing ``paragraph (b)(1)'' and adding ``paragraph (c)(1)'' in its 
place;
0
e. By revising newly redesignated paragraph (c)(3);
0
f. By revising newly redesignated paragraph (f);
0
g. In alternate I by--
0
i. Revising the clause date and the introductory text; and
0
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 Government-
Furnished 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

[[Page 103356]]

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:
* * * * *

0
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.
* * * * *

0
24. Amend section 252.227-7017 by--
0
a. Revising the introductory text and the provision date;
0
b. Revising paragraphs (a) and (b);

[[Page 103357]]

0
c. Removing from paragraph (d) introductory text ``suppliers shall'' 
and adding ``suppliers, shall'' in its place; and
0
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     Basis for assertion \2\     Asserted rights category    Name of person asserting
   with  restrictions \1\                                             \3\                  restrictions \4\
----------------------------------------------------------------------------------------------------------------
               (LIST) \5\                       (LIST)                      (LIST)                      (LIST)
----------------------------------------------------------------------------------------------------------------
\1\ For 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.
\2\ Generally, 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.
\3\ Enter 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.
\5\ Enter ``none'' when all data or software will be submitted without restrictions.

Date-------------------------------------------------------------------
Printed Name and Title-------------------------------------------------
Signature--------------------------------------------------------------


(End of identification and assertion)
* * * * *

0
25. Amend section 252.227-7018--
0
a. By revising the section heading, introductory text, clause title, 
and clause date;
0
b. By revising paragraph (a);
0
c. By redesignating paragraphs (b) through (k) as paragraphs (c) 
through (l), respectively;
0
d. By adding a new paragraph (b);
0
e. By revising newly redesignated paragraph (c);
0
f. In newly redesignated paragraph (e) introductory text, by removing 
``paragraph (b)'' and adding ``paragraph (c)'' in its place;
0
g. In newly redesignated paragraph (f)(2), by removing ``paragraph 
(e)(3)'' and adding ``paragraph (f)(3)'' in its place;
0
h. By revising the newly redesignated paragraph (f)(3) table;
0
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;
0
j. By revising newly redesignated paragraphs (g) and (i);
0
k. In newly redesignated paragraph (k)(2) introductory text, by 
removing ``(j)(1)'' and adding ``(k)(1)'' in its place;
0
l. By revising newly redesignated paragraph (l); and
0
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:

[[Page 103358]]

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 firm-fixed-price or ceiling price of the contract, the additional 
development costs necessary to complete development shall not be 
considered when determining whether development was at government, 
private, or mixed expense.
    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,

[[Page 103359]]

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 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 (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

[[Page 103360]]

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 
Government-Furnished Information Marked with Restrictive Legends.
    (iv) The Contractor has the exclusive right, including the right to 
license others, to use technical data in which 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

[[Page 103361]]

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     Basis for assertion \2\     Asserted rights category    Name of person asserting
   with restrictions \1\                                              \3\                  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.
\2\ Generally, 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.
\3\ Enter 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-------------------------------------------------------------------
Printed Name and Title-------------------------------------------------
Signature--------------------------------------------------------------


(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

[[Page 103362]]

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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------
Expiration Date--------------------------------------------------------

    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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------

    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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------

    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--------------------------------------------------------
Contractor Name--------------------------------------------------------
Contractor Address-----------------------------------------------------
Expiration of SBIR/STTR Data Protection Period-------------------------
Expiration of the Government Purpose Rights Period---------------------

    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

[[Page 103363]]

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.
* * * * *

0
26. Amend section 252.227-7019--
0
a. By revising the introductory text and clause date;
0
b. By revising paragraphs (a) and (d)(2)(i)(B);
0
c. In paragraph (e)(1), by revising the second sentence;
0
d. In paragraph (f)(1)(ii), by removing ``sixty (60) days'' and adding 
``60 days'' in its place;
0
e. In paragraph (f)(1)(iv), by removing ``three-year'' and adding ``3-
year'' in its place;
0
f. In paragraph (f)(7), by removing ``provides the contractor'' and 
adding ``provides the Contractor'' in its place; and

[[Page 103364]]

0
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.
* * * * *

0
27. Amend section 252.227-7025--
0
a. By revising the introductory text and clause date;
0
b. By adding paragraph (a) introductory text;
0
c. By revising paragraphs (a)(3) and (b)(1) through (4);
0
d. In paragraph (b)(5)(iii), by removing ``thirty (30) days'' and 
adding ``30 days'' in its place;
0
e. By revising paragraph (b)(5)(iv);
0
f. in paragraph (c)(2), by removing ``third party beneficiary'' and 
adding ``third-party beneficiary'' in its place;
0
g. In paragraph (d), by removing ``non-disclosure'' and adding 
``nondisclosure'' in its place; and
0
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

[[Page 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)

0
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:
* * * * *

0
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:
* * * * *

0
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:
* * * * *

0
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

[[Page 103366]]

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`