Solicitation, Offer and Award



 Exhibit 10.20 
  
 

 







 Section A - Solicitation/Contract Form 
  
 CLAUSES INCORPORATED BY FULL TEXT 
  
 FOR YOUR INFORMATION: The following addresses and point of contacts are provided: 
  

			
	Name:	 	Peggy Richter, Contract Specialist
	Phone:	 	(760) 939-4272
	DSN:	 	437-4272
	FAX:	 	(760) 939-3095
	Email address:	 	peggy.richter@navy.mil
	
	U.S. Postal Service Mailing Address:
	 	 	 COMMANDER
 CODE 220000D Peggy Richter –
760-939-4272
 NAVAIRWARCENWPNDIV
 429 E. BOWEN RD. MAIL STOP
4015
 CHINA LAKE, CA 93555-6108

	
	Direct Delivery Address (UPS, FedEx, etc):
	 	 	 COMMANDER
 CODE 220000D Peggy Richter
 NAVAIRWARCENWPNDIV
 BLDG 982, MAIL STOP 4015
 CHINA LAKE, CA 93555-6108

		
	Name:	 	Theodore Fiske, Contracting Officer
	Phone:	 	(760) 939-8182
	DSN:	 	437-8182
	FAX:	 	(760) 939-8329
	Email address:	 	Theodore.Fiske@navy.mil
	U.S. Postal Service Mailing Address:
	 	 	 COMMANDER
 CODE 220000D Theodore Fiske –
760-939-8182
 NAVAIRWARCENWPNDIV
 429 E. BOWEN RD. MAIL STOP
4015
 CHINA LAKE, CA 93555-6108

	
	Direct Delivery Address (UPS, FedEx, etc):
	 	 	 COMMANDER
 CODE 220000D Theodore Fiske
 NAVAIRWARCENWPNDIV
 BLDG 982, MAIL STOP 4015
 CHINA LAKE, CA 93555-6108


  
 Technical contact: 
 Name: Charles “Chuck” Combs 
 Phone: (760) 939-0048
      -7366 FAX 
 email address: Charles.Combs@navy.mil 
 Us postal mailing address: 
 Commander 
 Code 7J2000D Charles “Chuck” Combs — (760) 939-0048 
 Naval Air Warfare Center, Weapons Division 
  

 Page 2 of 36 








 429 E. Bowen Road, mail stop 4010 
 China Lake, CA 93555 
  
 ATTENTION-IMPORTANT MODIFICATION NUMBERING
INFORMATION: 
  
 Bilateral Modifications issued by the
Department of Defense agencies are no longer assigned an official “P0000” number until the contracting officer has released/signed the modification. This change is a result of the Defense Finance and Accounting Service (DFAS) Business
Management Modernization Program (BMMP) requirement that modifications are to be released in numerical order without skipping any “P0000” numbers. 
  
 To accommodate this change the Standard Procurement System (SPS) now assigns a unique Modification Control Number (MCN) to each modification when it is
created. The MCN was established for contractors to track the approved version of the modification. This number, unique to the modification, is included on both the draft modification and the released/signed modification. The MCN can be found in
Block 14 of all modifications. The use of the MCNs ensures DFAS only receives modifications in numerical order. 
  

 Page 3 of 36 








 Section B - Supplies or Services and Prices 
  

											
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	0001	  	 	  	1	  	Lot	  	$926,663.00	  	$926,663.00
	 	  	 PEM Fuel Cells
 FFP
 Phase I IAW SOW
 FOB: Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
					
	 	  	 	  	 	  	FUNDED AMOUNT	  	 
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	000101	  	 	  	 	  	 	  	 	  	 
	 	  	 FOR ACCOUNTING PURPOSES ONLY
 FFP
 This CLIN is for funding purposes only.
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
	 	  	 	  	 	  	 	  	 	  	

	 	  	 	  	 	  	 	  	NET AMT	  	$0.00
	 	  	 ACRN AA
 CIN: 001011788700004
	  	 	  	 	  	 	  	$926,663.00
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	0002	  	 	  	1	  	Lot	  	$139,820.00	  	$139,820.00
	 	  	 PEM Fuel Cells
 FFP
 Phase II IAW SOW.
 FOB: Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
					
	 	  	 	  	 	  	FUNDED AMOUNT	  	 

  

 Page 4 of 36 









											
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 000201
	  	 	  	 	  	 	  	 	  	 
	 	  	 FOR accounting purposes only
 FFP
 for accounting purposes only
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
						
	 	  	 CIN:
 000000000000000000000000000000
	  	 	  	ACRN AA	  	FUNDED AMOUNT	  	$139,820.00
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 0003
	  	 	  	1	  	Lot	  	$416,089.00	  	$416,089.00
	 	  	 PEM Fuel Cells
 FFP
 Phase 3 IAW SOW
 FOB: Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
	 	  	 	  	 	  	FUNDED AMOUNT	  	 
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 000301
	  	 	  	 	  	 	  	 	  	 
	 	  	 For accounting purposes only
 FFP
 For accounting purposes only
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
						
	 	  	 CIN:
 000000000000000000000000000000
	  	 	  	ACRN AA	  	FUNDED AMOUNT	  	$416,089.00

  

 Page 5 of 36 









											
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 0004
	  	 	  	1	  	Lot	  	$218,239.00	  	$218,239.00
	 	  	 PEM Fuel Cells
 FFP
 Phase 4 IAW SOW
 FOB: Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
						
	 	  	 	  	 	  	 	  	FUNDED AMOUNT	  	 
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 000401
	  	 	  	 	  	 	  	 	  	 
	 	  	 For Accounting purposes only
 FFP
 For accounting purposes only
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
						
	 	  	 CIN:
 000000000000000000000000000000
	  	 	  	ACRN AA	  	FUNDED AMOUNT	  	$218,239.00
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 0005
	  	 	  	1	  	Lot	  	$399,188.00	  	$399,188.00
	 	  	 PEM Fuel Cells
 FFP
 Phase 5 IAW SOW
 FOB: Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 
						
	 	  	 	  	 	  	 	  	FUNDED AMOUNT	  	 

  
  

 Page 6 of 36 









												
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 000501
	  	 	  	 	  	 	  	 	  	 	 
	 	  	 For Accounting purposes only
 FFP
 For Accounting purposes only
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 	 
	 	  	 CIN:
 000000000000000000000000000000
	  	 	  	ACRN AA	  	FUNDED AMOUNT	  	$	299,188.00
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 000502
	  	 	  	 	  	 	  	 	  	 	 
	 	  	 For Accounting purposes only
 FFP
 For Accounting purposes only
 FOB:
Origin
 PURCHASE REQUEST NUMBER: 0010117887-0001
	  	 	  	 	 
	 	  	CIN: 001011788700005	  	 	  	ACRN AA	  	FUNDED AMOUNT	  	$	100,000.00
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 0006
	  	 	  	1	  	Lot	  	 	  	 	NSP
	 	  	 Data
 FFP
 Data in accordance with Statement of Work. Not separately priced.
 FOB:
Destination
 PURCHASE REQUEST NUMBER: 0010117887
	  	 	  	 	 
	 	  	 	  	 	  	 	  	FUNDED AMOUNT	  	 	 

  

 Page 7 of 36 









											
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	 0007
	  	 	  	12	  	Each	  	$88,135.50	  	$1,057,626.00
	 OPTION
	  	 OPTION 1 construction of fuel cells
 FFP
 Construction of 11 1 kilowatt fuel cell power plants, with retrofit of the Phase 1
 prototype unit IAW SOW.
 FOB: Origin
	  	 	  	 
						
	 	  	 	  	 	  	 	  	FUNDED AMOUNT	  	 
						
	 ITEM NO

	  	 SUPPLIES/SERVICES

	  	QUANTITY

	  	UNIT

	  	UNIT PRICE

	  	AMOUNT


	0008	  	 	  	1	  	Lot	  	$1,392,375.00	  	$1,392,375.00
	OPTION	  	 OPTION 2 field tests
 FFP
 Field demonstration at a Navy site through test and evaluation of results IAW
 SOW.
 FOB: Origin
	  	 	  	 
						
	 	  	 	  	 	  	 	  	FUNDED AMOUNT	  	 

  

 Page 8 of 36 








 Section C - Descriptions and Specifications 
  
 STATEMENT OF WORK 
  
 Statement of Work 
 Proton Exchange
Membrane Fuel Cell Trial 
  
 1. Program Objective 
  
 This Program is a technical validation of a new membrane electrode assembly
(“MEA”) incorporating a novel non-fluorinated membrane for use in low operating temperature (“LT”) proton exchange membrane (“PEM”) fuel cells. The current industry standard membrane formulation for PEM fuel cell MEA is
a polytetrafluoroethelyne (“PTFE”) based polymer. Although this formulation is the current industry standard, it does not meet the performance, durability or cost requirements that are necessary to enable the widespread commercial adoption
of PEM fuel cells, and their availability for Navy applications. This Program is designed to validate Hoku MEA as an alternative to PTFE-based commercial MEA in an operating fuel cell power plant with a minimum net power output of 1 Kilowatt.

  
 2. Applicable Documents 
  

	2.1	Government Documents - Unless otherwise specified, the issues of these documents in effect on the date of request for proposal form a part of the specification to the extent
specified herein. 

  

	2.2	Non-Government Documents - Unless otherwise specified, the issues of these documents in effect on the date of request for proposal form a part of the specification to the extent
specified herein. 

  
 2.2.1 National Electric Code
(NEC) 2002 edition 
  
 2.2.2 Uniform Building Code, 1997 edition

  
 2.2.3 UL-1703 (Underwriter’s Laboratory) 
  
 2.2.4 ACI 301-84 (American Concrete Institute) 
  
 2.2.5 ACI 304-85 (American Concrete Institute) 
  

	2.3	Governing Documents – Unless specifically stated otherwise, the design of all structures, equipment and foundations shall be based on applicable portions of the codes,
specifications, industry standards, and other reference documents listed in section 2.2. All components shall be designed in accordance with the Uniform Building Code (UBC). All reinforced concrete work shall be in accordance with ACI 301-84 and ACI
304-85. 

  
 The internal design and configuration
of the fuel cell power plants are not required to comply with the National Electrical Code and UL-1703 code/specification requirements, but any and all external interface with and connection to the fuel cell power plants are required to comply with
the National Electrical Code and UL-1703. 
  
 This SOW includes a
number of general and supporting specifications for equipment, material, and components. In cases of conflict between the referenced codes, standards and general specifications and this SOW, the Contractor shall notify the Contracting Officer (KO)
of the conflict with suggested resolution(s) and shall not proceed until directed by the KO. The methods and materials specified herein are intended to represent minimum requirements. 
  
 3. Requirements: 
  
 The key performance objective of the proposed program is to develop and demonstrate a state-of-the-art PEM fuel cell system that incorporates Hoku MEA
within IdaTech fuel cell stacks and integrated fuel cell systems with a minimum of 1 Kilowatt of net electrical output. To meet the performance objectives of the proposed program, Hoku Scientific will scale-up the Hoku Membrane and Hoku MEA geometry
to a commercial size, and will optimize the materials and production processes as well as the equipment used to fabricate Hoku Membrane and Hoku MEA for use in a commercial fuel cell stack and power system. 
  

 Page 9 of 36 








 Phase I: Engineering the MEA to the required functional size. 
  

	3.1	Hoku shall engineer the MEA to meet the size, geometrical requirements and operating conditions of the IdaTech fuel cell stack power module. Full success will be determined by a
resulting MEA greater than 100 cm squared (subject to IdaTech’s system requirements) using a reproducible production process. Hoku shall provide a written statement subject to Government verification and approval confirming it has met these
criteria. Failure to meet these criteria will result in a technical review by the Government to assess the impact of the failure on the likelihood of overall project success and to determine the feasibility or inability of proceeding to the next
task/phase. 

  

	3.2	Hoku shall test small samples of these materials in single test cells and short stacks to validate the performance of Hoku Membrane and Hoku MEA under the particular operating
conditions of IdaTech’s fuel cell systems. This testing shall be conducted concurrently with the engineering work described in paragraph 3.1 above. Hoku shall provide periodic written statements to the Government summarizing the number of hours
of testing completed and a qualitative evaluation of the status of testing, which shall be subject to Government verification and approval. 

  

	3.3.	Following successful scale-up of the area of Hoku Membrane and Hoku MEA, and the testing of small sizes to validate performance under IdaTech’s fuel cell system operating
conditions, Hoku Scientific will manufacture Hoku Membrane and Hoku MEA in larger sizes using a reproducible production process that both meets the geometrical and active electrode area requirements and satisfies the performance metrics of
IdaTech’s fuel cell stacks. Confirmation of the achievement of the foregoing objectives shall be provided in writing by Hoku and subject to Government verification and approval. 

  

	3.4	During Phase I, Hoku shall increase it’s volume production capabilities for Hoku Membrane and Hoku MEA that meet the functional requirements of IdaTech. This will include
testing and evaluating volume manufacturing processes and producing higher volumes of Hoku Membrane and Hoku MEA to validate the reproducible production process for Hoku Membrane and Hoku MEA at higher volumes. Hoku shall provide written notice to
the Government upon validation of the production process for Government review and approval. Phase I shall be considered successful upon this approval. 

  
 Phase II testing 
  

	3.5	Long-term performance and lifetime testing of MEA in a single cell and stack configurations. Testing will be performed by the Contractor throughout the duration of the contract
period, running concurrently with the other Phases and with Option 1 and Option 2 if the Government exercises such options. Such testing may include fuel cell stacks with net electrical power output of up to five (5) Kilowatts. Hoku shall provide
periodic written statements to the Government summarizing the status of the testing, which shall be subject to Government review and approval. Success will be determined by evaluating the performance and lifetime of the MEA under various simulated
fuel cell operating conditions based on the technical requirements as determined by Hoku and reviewed & accepted by the Government. Failure to meet the technical criteria will result in a technical review by the Government to assess the impact
of the failure on the likelihood of overall project success and to determine the feasibility or inability of proceeding to the next task/phase. 

  
 Phase III Integration of MEA into a 1 kilowatt fuel cell stack 
  

	3.6	Following the development and engineering of large-scale Hoku MEA, Hoku Scientific shall integrate the Hoku MEA into IdaTech’s 1 kilowatt fuel cell stack. This work may involve
several iterations and rebuilds of the fuel cell stack and Hoku MEA, as well as testing of the stack and its components. The goal is to engineer a fuel cell stack with net power output of at least 1 kilowatt using IdaTech’s commercial fuel cell
stack configuration and Hoku MEA. Success will be determined by the MEA & fuel cell stack being testable with a net output of at least 1 kilowatt. Hoku Scientific shall provide written confirmation that the criteria have been achieved which
shall be reviewed and approved by the Government within ten (10) working days of receipt. Failure to meet these criteria will result in a technical review by the Government to assess the impact of the failure on the likelihood of overall project
success and to determine the feasibility or inability of proceeding to the next task/phase. 

  
 Phase IV: Prototype Design 
  

	3.7	The contractor shall develop a preliminary design for a 1 kilowatt power plant, including a Functional Requirements Specification (FRS), drawings, bills of materials, interface
drawings, and Process & Instrumentation Diagrams. The contractor will establish a Program Management & Safety Plan. A final design review of the 1 kilowatt power plant will be conducted at this time, with attendance and participation by the
Government. Success will be determined by Government review and acceptance of the design and specifications. 

  

 Page 10 of 36 








 A key aspect of acceptance of the design by the Government is its ability to adequately protect both
personnel and all equipment connected to it upon field demonstration if Option 2 is exercised by the Government. 
  
 Phase V: Prototype Construction and Testing 
  

	3.8	The buildup of a prototype 1 kilowatt fuel cell power plant. Hoku Scientific shall build a prototype 1 kilowatt power plant incorporating the fuel cell stack with Hoku MEA, and will
perform engineering testing to an established test plan. Design definition and test planning will be updated by the contractor based on engineering test results. The power plant design will include the fuel cell stack with Hoku MEA, the IdaTech fuel
processor, and the balance of plant, which will include a remote reading digital power meter, and all support devices and structures necessary to safeguard the plant and Navy personnel. The contractor shall prepare an operational manual, spare parts
kit, maintenance schedule and procedures. Following construction, the contractor shall subject the prototype power plant to a standardized and documented testing protocol, as reviewed and agreed upon by the Government, to verify that the system
conforms to the FRS with Navy representatives invited to witness testing. Success will be determined by test & demonstration of a functional prototype. 

  
 OPTION 1 (this section shall apply only if the Government exercises the option 1) 
  

	3.9	The Contractor shall construct of 11 1 kilowatt fuel cell power plants, including retrofit of the Phase 1 prototype unit as the 12th unit. Success will be determined by successfully
manufacturing the power plants. These power plants will be manufactured using best practices in part procurement, inventory management, and work direction using a manufacturing control plan. The prototype power plant developed in Phase I will also
be retrofitted under the same process bringing it to the same level of demonstration readiness as the eleven production units. The units will pass a final acceptance test with representatives of Navy Region Hawaii and NAWCWD China Lake invited to
witness testing. The contractor shall also prepare operational manuals, spare part kits, maintenance schedules and procedures. 

  
 OPTION 2 (this section shall apply only if the Government exercises the option 2) 
  

	3.10	The contractor shall conduct a field demonstration at a Navy site through test and evaluation of results over a period of approximately twelve (12) months. The contractor shall
validate Hoku MEA in the 1 kilowatt (minimum) power plants through a total of ten field demonstrations. The two additional power plants shall be retained by the contractor as demonstration-ready replacement systems in the event that a demonstration
system requires extensive maintenance, service or repair during the duration of the demonstration. The contractor shall continue testing single cells and stacks IAW Phase II of this SOW during this period of contract performance. The contractor
shall develop a Site Agreement Plan detailing the business arrangements, responsibilities, maintenance intervals and emergency response procedures. This may include use of IdaTech web interactive software for the viewing and collection of process
parameter data. The contractor shall provide a report on system net power output, system efficiency, system energy generated (kilowatt-hours), system run time (hours), fuel cell voltage and current, battery voltage and current (state of charge), and
system state and fault information. The local Navy Energy Team shall provide on-site project support and coordination with site services: (1) securing site selection and approval, (2) coordination of project requirements with facility requirements
(liaison with tenants) (3) coordination of project issues (i.e. Noise, environmental, safety, historical preservation, fire department) with Government entities (ie. Region, PWC, Federal Fire Department) and (5) coordination of electrical
interconnect issues with PWC utilities / Hawaiian Electric Company (HECO). The Contractor shall coordinate the following actions with the local Navy Energy Team at the demonstration site: (1) securing site selection and approval, (2) liaison with
site tenants, (3) project issues such as noise abatement and other environmental requirements, safety, security, site approval, remote data collection, historical preservation, fire protection with Government entities and (5) coordination of
electrical interconnect issues with Navy Public Works Center utilities and Hawaiian Electric Company (HECO). Upon installation of each 1 kilowatt power plant, the contractor will perform a Site Acceptance Test and generate a report indicating the
actual vs. planned operation. The contractor shall conduct comprehensive demonstrations of the fuel cell power plants in accordance with a Government-approved test plan. A final report will be generated analyzing both the technical and economic
success of the project in reference to the stated objectives. The power plants will be maintained in the field per the agreements made in the Site Agreement Plan. At the completion of the site demonstrations Hoku Scientific will decommission each
site where a power plant has been demonstrated, returning the site to its original condition. Hoku Scientific will then take and retain all of the power plant systems, including the refurbished prototype and the reserve system. Success will be
determined by successfully installing the power plants at the test site and completing the testing period. 

  

 Page 11 of 36 








 4. Deliverables 
  

	4.1	Preliminary design for a 1 kilowatt (minimum) power plant, including a Functional Requirements Specification (FRS), drawings, bills of materials, interface drawings, and Process
& Instrumentation Diagrams 

  

	4.2.	Test reports 

  
 IF OPTION 1 and OPTION 2 are exercised, the following additional deliverables shall be provided. 
  

	4.3	Design definition and test planning updated by the contractor based on engineering test results of initial prototype. Including Site agreement plan. 

  

	4.4	Test reports including test plans, test reports and final test report. 

  

	4.5	Operational manuals, spare part kits, maintenance schedules and procedures. 

  
 CLAUSES INCORPORATED BY FULL TEXT 
  
 C.33 CONTRACT DATA REQUIREMENTS LIST 
  
 Item CLIN 0002 shall be in accordance with the attached Contract Data Requirements List, CDRL, DD Form 1423, Exhibit “A” of this contract.

  
 The data delivery requirements are subject to the following: 
  
 (1) DID DI-MCCR-81344 – Design Specification: The contractor will provide a design
specification for the deliverable fuel cell power plant. Industry proprietary data will not be included in the specification. A statement of the security policy is not applicable to this project as there are no components of the project that are
subject to security classification. The TCB is not applicable to this project. The intent of the Design Specification will be met as described by the DID (i.e. format of the system-level specification will comply with Section 10.2. 
  
 (2) DID DI-CMAN-80776 – Technical Data Package: The contractor team will provide a
Technical Data Package in the form of a Preliminary Design Review package, and a Final Design Review package. The TDP will apply to the system-level fuel cell power plant, and will include only product drawings consistent with the intent of the DID.
Section 10.2 a, c, d, e, f, and g do not apply to this acquisition. 
  
 (3) DID
DI-NTDI-80566 – Test Plan: The Test Plan will apply to the deliverable system-level fuel cell system Factory Acceptance Test (FAT). The FAT will include test components associated with the performance of the fuel cell system, and any associated
Human Factors components (e.g. operator and system safety requirements). The Flow Diagram (Section 10.3.3), and Special Tests (Section 10.3.9.4), Special test equipment (Section 10.3.9.9), Government test facilities (Section 10.3.9.13) are not
applicable to this project. 
  
 (4) DID DI-NTDI-80809B – Test/Inspection
Report: The Test/Inspection Report will apply the deliverable system-level fuel cell system FAT. Security classification does not apply. National stock number and Production item specification do not apply to this project, as the fuel cell system is
a developmental item. 
  
 (5) DID DI-ILSS-81225 – Maintenance Support Plan:
The minimum life cycle cost (LCC) is not applicable to this project, as the fuel cell system is a development item. The criteria for repair, Section 10.2 Part b, applies to the fuel cell system repair level only. BDAR, BIT, BITE, testability,
reliability, maintainability, nuclear hardening, support equipment requirements, manpower skills and facility requirements do not apply to this fuel cell system (reference Section 10.2, part B). Section 10.2, Parts g, h, i, j, k, and l do not apply
to this project. 
  
 (6) DID DI-NTDI-80809B – Test/Inspection Report: The
Test/Inspection Report will apply the deliverable system-level fuel cell system FAT. Security classification does not apply. National stock number and Production item specification do not apply to this project, as the fuel cell system is a
developmental item. 
  

 Page 12 of 36 








 C.34 CONTRACT DATA REQUIREMENTS LIST (OPTION) 
  
 Item CLIN 0002 if the option is exercised, shall be in accordance with the attached Contract Data Requirements
List, CDRL, DD Form 1423, Exhibit “B” of this contract, except as noted below: 
  
 1. DID DI-CMAN-80776 – Technical Data Package 
  
 The contractor team will provide a Technical Data Package in the form of a Preliminary Design Review package, and a Final Design Review package. The TDP will apply to the system-level fuel cell power plant, and will include only product
drawings consistent with the intent of the DID. Section 10.2 a, c, d, e, f, and g do not apply to this acquisition. 
  
 2. DID DI-NTDI-80566 – Test Plan 
  
 The Test Plan will apply to the deliverable system-level fuel cell system Factory Acceptance Test (FAT). The FAT will include test components associated with the
performance of the fuel cell system, and any associated Human Factors components (e.g. operator and system safety requirements). The Flow Diagram (Section 10.3.3), and Special Tests (Section 10.3.9.4), Special test equipment (Section 10.3.9.9),
Government test facilities (Section 10.3.9.13) are not applicable to this project. 
  
 3. DID DI-NTDI-80809B – Test/Inspection Report 
  
 The
Test/Inspection Report will apply the deliverable system-level fuel cell system FAT. Security classification does not apply. National stock number and Production item specification do not apply to this project, as the fuel cell system is a
developmental item. 
  
 4. DID DI-MISC-80508A – Technical Report – Study
Services 
  
 Key studies regarding the fuel cell system MEA and/or fuel cell
power module will be reported in accordance with this DID. All other components of the fuel cell system are COTS designated. Security classification does not apply to this DID. The technical report shall include, as a minimum, all technical
parameters specified in SOW paragraph 3.9. 
  
 5. DID DI-ILSS-81225 –
Maintenance Support Plan 
  
 The minimum life cycle cost (LCC) is not applicable
to this project, as the fuel cell system is a development item. The criteria for repair, Section 10.2 Part b, applies to the fuel cell system repair level only. BDAR, BIT, BITE, testability, reliability, maintainability, nuclear hardening, support
equipment requirements, manpower skills and facility requirements do not apply to this fuel cell system (reference Section 10.2, part B). Section 10.2, Parts g, h, i, j, k, and l do not apply to this project. 
  

 Page 13 of 36 








 Section D - Packaging and Marking 
  
 CLAUSES INCORPORATED BY FULL TEXT 
  
 5252.247-9507 PACKAGING AND MARKING OF REPORTS (SEP 1999) 
  
 (a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any,
shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, DoD 5220.22-M. 
  
 (b) The contractor shall promptly display on the cover of each report the following information: 
  
 (1) Name and business address of contractor. 
  
 (2) Contract Number/Delivery/Task order number. 
  
 (3) Contract/Delivery/task order dollar amount. 
  
 (4) Whether the contract was competitively or non-competitively awarded;

  
 (5) Name, code and activity of sponsoring individual.

  

 Page 14 of 36 








 Section E - Inspection and Acceptance 
  
 INSPECTION AND ACCEPTANCE TERMS 
  
 Supplies/services will be inspected/accepted at: 
  

									
	 CLIN

	  	 INSPECT AT

	  	INSPECT BY

	  	 ACCEPT AT

	  	ACCEPT BY


	 0001
	  	Origin	  	Government	  	Origin	  	Government
	 000101
	  	Origin	  	Government	  	Origin	  	Government
	 0002
	  	Origin	  	Government	  	Origin	  	Government
	 000201
	  	Origin	  	Government	  	Origin	  	Government
	 0003
	  	Origin	  	Government	  	Origin	  	Government
	 000301
	  	Origin	  	Government	  	Origin	  	Government
	 0004
	  	Origin	  	Government	  	Origin	  	Government
	 000401
	  	Origin	  	Government	  	Origin	  	Government
	 0005
	  	Origin	  	Government	  	Origin	  	Government
	 000501
	  	Origin	  	Government	  	Origin	  	Government
	 000502
	  	N/A	  	N/A	  	N/A	  	Government
	 0006
	  	Origin	  	Government	  	Origin	  	Government
	 0007
	  	Origin	  	Government	  	Origin	  	Government
	 0008
	  	Origin	  	Government	  	Origin	  	Government

  
  

 Page 15 of 36 








 Section F - Deliveries or Performance 
  
 DELIVERY INFORMATION 
  

									
					
	 CLIN

	  	 DELIVERY DATE

	  	 QUANTITY

	  	 SHIP TO ADDRESS

	  	 UIC


	 0001
	  	07-SEP-2005	  	1	  	 N/A
 FOB: Origin
	  	 
					
	 000101
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 0002
	  	07-SEP-2005	  	1	  	 N/A
 FOB: Origin
	  	 
					
	 000201
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 0003
	  	07-DEC-2005	  	1	  	 N/A
 FOB: Origin
	  	 
					
	 000301
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 0004
	  	07-JAN-2005	  	1	  	 N/A
 FOB: Origin
	  	 
					
	 000401
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 0005
	  	07-MAR-2005	  	1	  	 N/A
 FOB: Origin
	  	 
					
	 000501
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 000502
	  	N/A	  	N/A	  	N/A	  	N/A
					
	 0006
	  	07-MAR-2006	  	1	  	 N/A
 FOB: Destination
	  	 
					
	 0007
	  	07-MAR-2006	  	12	  	 N/A
 FOB: Origin
	  	 
					
	 0008
	  	07-MAR-2006	  	1	  	 N/A
 FOB: Origin
	  	 

  
 CLAUSES INCORPORATED BY REFERENCE

  

					
	52.242-15	    	Stop-Work Order	  	AUG 1989
	52.247-34	    	F.O.B. Destination	  	NOV 1991

  
  

 Page 16 of 36 








 CLAUSES INCORPORATED BY FULL TEXT 
  
 5252.247-9505 TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) 
  
 Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements
List, DD Form 1423, Exhibit A attached hereto, (but see clauses C.33 & C44) and the following: 
  
 (a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to
all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the
following cognizant codes, who are listed in Block 6 of the DD Form 1423. 
  
 (1) PCO, Code [ — see block 7 of cover page) 
  
 (2) ACO, Code [— See block 24 of cover page) 
  
 (b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO. 
  
 (c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by
the technical activity designated in Block 6. 
  
 (d) A copy of
all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if
not one of the activities listed above. 
  
 (e) The PCO reserves
the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government. 
  
 (f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of
notice of rejection. 
  
 (g) DD Form 1423, Block 14 Mailing
Addresses: : 
  
 Charles (Chuck) Combs 
 Tri-Service Renewable Energy Committee (TREC) 
 Renewable Energy (7J2000D)

 Naval Air Warfare Center, Weapons Division 
 China Lake, CA
93555  
 (760) 939-0048       -7366 FAX 
 Charles.Combs@navy.mil 
  
 F-TXT-02 CONTRACT
PERIOD OF PERFORMANCE - PHASES (CONTRACT AWARD) (MAR 2003) 
  
 (1) The estimated period of performance for Phase I will be SIX MONTHS starting from the award of the contract. 
  
 (2) The estimated period of performance for Phase II will be FIVE MONTHS beginning ONE MONTH after the award of the contract and ending SIX MONTHS after
date of award. 
  
 (3) The estimated period of performance for
Phase III will be SEVEN MONTHS beginning approximately TWO MONTHS after date of award and ending NINE MONTHS after date of award. 
  
 (4) The estimated period of performance for Phase IV will be TWO MONTHS beginning approximately EIGHT MONTHS after date of award and ending TEN MONTHS
after date of award. 
  
 (5) The estimated period of performance
for Phase V will be TWO MONTHS beginning approximately TEN MONTHS after date of award and ending TWELVE MONTHS after date of award. 
  
 (6) ONE MONTH after contract award and upon review, the Government will decide whether to award Phase II. 
  
 (7) ONE MONTH after contract award and upon review, the Government will
decide whether to award Phase III. 
  
 (8) SEVEN MONTHS after
contract award and upon review, the Government will decide whether to award Phase IV. 
  
 (9) NINE MONTHS after contract award and upon review, the Government will decide whether to award Phase V. 
  

 Page 17 of 36 








 PHASE DELIVERY DATES WILL BE PROVIDED based on contractor’s proposed dates for each phase. It is anticipated that
approvals for each phase will be within 30 days of completion of the preceding phase. The Government may, based upon contractor progress, authorize initiation of phases before completion of a preceding phase. 
  
 F-TXT-04 DELIVERY OF DATA (MAR 2003) 
  
 Data shall be delivered per the schedules and to the destinations listed in
the Contract Data Requirements List, DD Form 1423, Exhibit A, and, if OPTIONS are exercised, Exhibit B. See Clause 5252.247-9505 for specifics. 
  
  

 Page 18 of 36 








 Section G - Contract Administration Data 
  
 MILESTONE PAYMENTS 
  
 Milestone Payments are authorized and shall be made in accordance with the following schedule: 
  
 Government’s verification and approval that Contractor has satisfied the technical objectives described in SOW
3.1  $111,808 
  
 Government’s verification and approval
that Contractor has satisfied the technical objectives described in SOW 3.2  $220,810 
  
 Government’s verification and approval that Contractor has satisfied the technical objectives described in SOW 3.3  $249,808 
  
 Government’s verification and approval that Contractor has satisfied the technical objectives described in SOW
3.4  $435,472 
  
 Government’s verification and approval
that Contractor has satisfied the technical objectives described in SOW 3.6  $437,564 
  
 Government’s review and acceptance of the design and specifications described in SOW 3.7  $240,768 
  
 Test and demonstration of a functional prototype in accordance with SOW 3.8  $403,770 
  
 Delivery and successful completion of final acceptance test for each fuel cell power plant in accordance with SOW 3.9  $96,147
per deliverable ($1,057,626 total) 
  
 Upon completion of each month of
demonstration in accordance with SOW 3.10  $116,031 per month ($1,392,375 total) 
  
 Grand Total†  $4,550,000 


	*	Actual payment amount shall be the difference (if any) between the Milestone Payment and any progress payments previously paid to the Contractor by the Government.



	†	Final payment shall be the difference (if any) between the Grand Total and the Milestone Payments previously paid to the Contractor by the Government, minus any additional progress
payments previously paid to the Contractor but not already credited against a Milestone Payment. 

  
 ACCOUNTING AND APPROPRIATION DATA 
  
 AA: 1741319
W4TX 000 RA9N5 0 068342 2D 000000 
 COST CODE: 028680009000 
 AMOUNT: $2,099,999.00 
 CIN 000000000000000000000000000000: $1,073,336.00  
 CIN 001011788700004: $926,663.00 
 CIN 001011788700005: $100,000.00  
  
 CLAUSES INCORPORATED BY FULL TEXT 
  

 Page 19 of 36 








 5252.232-9000 SUBMISSION OF INVOICES (FIXED PRICE) (JUL 1992) 
  
 (a) “Invoice” as used in this clause does not include
contractor’s requests for progress payments. 
  
 (b) The
contractor shall submit original invoices with 1 copies to the address identified in the solicitation/contract award form (SF 26-Block 10; SF 33-Block 23; SF 1447-Block 14), unless delivery orders are applicable, in which case invoices will
be segregated by individual order and submitted to the address specified in the order (DD 1155-Block 13 or SF 26-Block 10). 
  
 (c) The use of copies of the Material Inspection and Receiving Report (MIRP), DD Form 250, as an invoice is encouraged. DFARS Appendix F-306 provides
instructions for such use. Copies of the MIRP used as an invoice are in addition to the standard distribution stated in DFARS F-401. 
  
 (d) In addition to the requirements of the Prompt Payment clause of this contract, the contractor shall cite on each invoice the contract line item number
(CLIN); the contract subline item number (SLIN), if applicable; the accounting classification reference number (ACRN) as identified on the financial accounting data sheets, and the payment terms. 
  
 (e) The contractor shall prepare: 
  
 *   a separate invoice for each activity designated to
receive the supplies or services. 
  
 *   a
consolidated invoice covering all shipments delivered under an individual order. 
  
 X   either of the above. 
  
 (f) If acceptance is at origin, the contractor shall submit the MIRP or other acceptance verification directly to the designated payment office. If acceptance is at destination, the consignee will forward acceptance
verification to the designated payment office. Unless rejected, all invoices and deliverables shall be deemed accepted fifteen (15) days after delivery.  
  

CONTRACTOR MAY SEND ELECTRONICALLY. Electronic invoices must be in a format acceptable to the Government (WORD or Adobe Acrobat format). 
  
 5252.232-9521 PAYMENT INQUIRIES (NAVAIR) (AUG 1998) 
  
 Inquiries regarding payment should be referred to: the DFAS Vendor Pay
Inquiry System (VPIS) at http://www.dfas.mil/money/vendor/. Payment information can be traced using the contract number, check number, CAGE code, DUNS number, or invoice number. The information is available for 90 days after payment is made.

  
 G-TXT-01 ATTENTION! E-MAIL ADDRESS REQUIRED FOR DISTRIBUTION (APR 2002)

  
 All Naval Air Warfare Center Weapons Division
Contracts/ Purchase Orders and other related documents are now distributed by electronic mail. 
  
 Please provide the e-mail address to which distribution of contracts/purchase orders should be made. 
  
 E-Mail Address: spaul@hokusci.com 
  

 Page 20 of 36 








 Section H - Special Contract Requirements 
  
 CLAUSES INCORPORATED BY FULL TEXT 
  
 252.242-7000 POSTAWARD CONFERENCE (DEC 1991) 
  
 The Contractor agrees to attend any postaward conference convened by the contracting activity or contract administration office in accordance with Federal
Acquisition Regulation Subpart 42.5. 
  
 5252.210-9501 AVAILABILITY OF UNIQUE
DATA ITEM DESCRIPTIONS (UDIDs) AND DATA ITEM DESCRIPTIONS (DIDs) (JULY 2003) 
  
 Access Procedures for Acquisition Management System and Data Requirements Control List (AMSDL), DoD 5010.12-L, and DIDs listed therein. The AMSDL and all DIDs and UDIDs listed therein are available online via the
Acquisition Streamlining and Standardization Information System located at http://assist.daps.dla.mil. To access these documents, select the Quick Search link on the site home page. For questions regarding the site, you may contact the Special
Assistance Desk at (215) 697-2179. Requests may also be made by FAX and must contain each desired AMSLD, DID, or UDID listed by document identifier (e.g., AMSDL should be listed as DoD 5010.12-L) and the requestor’s complete mailing address. A
maximum of one (1) copy of each document will be issued. Requests should be faxed to (215) 697-1462. 
  
  

 Page 21 of 36 








 Section I - Contract Clauses 
  
 CLAUSES INCORPORATED BY REFERENCE 
  

					
	52.202-1	  	Definitions	  	DEC 2001
	52.203-3	  	Gratuities	  	APR 1984
	52.203-5	  	Covenant Against Contingent Fees	  	APR 1984
	52.203-6	  	Restrictions On Subcontractor Sales To The Government	  	JUL 1995
	52.203-7	  	Anti-Kickback Procedures	  	JUL 1995
	52.203-8	  	Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity	  	JAN 1997
	52.203-10	  	Price Or Fee Adjustment For Illegal Or Improper Activity	  	JAN 1997
	52.203-12	  	Limitation On Payments To Influence Certain Federal Transactions	  	JUN 2003
	52.204-4	  	Printed or Copied Double-Sided on Recycled Paper	  	AUG 2000
	52.209-6	  	Protecting the Government’s Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment	  	JUL 1995
	52.215-2	  	Audit and Records—Negotiation	  	JUN 1999
	52.215-8	  	Order of Precedence—Uniform Contract Format	  	OCT 1997
	52.215-10	  	Price Reduction for Defective Cost or Pricing Data	  	OCT 1997
	52.215-12	  	Subcontractor Cost or Pricing Data	  	OCT 1997
	52.215-17	  	Waiver of Facilities Capital Cost of Money	  	OCT 1997
	52.215-19	  	Notification of Ownership Changes	  	OCT 1997
	52.215-21	  	Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data—Modifications	  	OCT 1997
	52.219-14	  	Limitations On Subcontracting	  	DEC 1996
	52.222-3	  	Convict Labor	  	JUN 2003
	52.222-4	  	Contract Work Hours and Safety Standards Act - Overtime Compensation	  	SEP 2000
	52.222-21	  	Prohibition Of Segregated Facilities	  	FEB 1999
	52.222-26	  	Equal Opportunity	  	APR 2002
	52.222-35	  	Equal Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans	  	DEC 2001
	52.222-36	  	Affirmative Action For Workers With Disabilities	  	JUN 1998
	52.222-37	  	Employment Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and Other Eligible Veterans	  	DEC 2001
	52.222-41	  	Service Contract Act Of 1965, As Amended	  	MAY 1989
	52.226-1	  	Utilization Of Indian Organizations And Indian-Owned Economic Enterprises	  	JUN 2000
	52.227-2	  	Notice And Assistance Regarding Patent And Copyright Infringement	  	AUG 1996
	52.229-4	  	Federal, State, And Local Taxes (State and Local Adjustments)	  	APR 2003
	52.230-2	  	Cost Accounting Standards	  	APR 1998
	52.232-1	  	Payments	  	APR 1984
	52.232-2	  	Payments Under Fixed-Price Research And Development Contracts	  	APR 1984
	52.232-8	  	Discounts For Prompt Payment	  	FEB 2002
	52.232-9	  	Limitation On Withholding Of Payments	  	APR 1984
	52.232-11	  	Extras	  	APR 1984
	52.232-25	  	Prompt Payment	  	OCT 2003

  
  

 Page 22 of 36 









					
	52.232-33	  	Payment by Electronic Funds Transfer—Central Contractor Registration	  	OCT 2003
	52.233-1	  	Disputes	  	JUL 2002
	52.233-3	  	Protest After Award	  	AUG 1996
	52.237-3	  	Continuity Of Services	  	JAN 1991
	52.242-13	  	Bankruptcy	  	JUL 1995
	52.243-1 Alt V	  	Changes—Fixed-Price (Aug 1987) - Alternate V	  	APR 1984
	52.244-5	  	Competition In Subcontracting	  	DEC 1996
	52.244-6	  	Subcontracts for Commercial Items	  	MAY 2004
	52.246-25	  	Limitation Of Liability—Services	  	FEB 1997
	52.249-2	  	Termination For Convenience Of The Government (Fixed-Price)	  	MAY 2004
	52.253-1	  	Computer Generated Forms	  	JAN 1991
	252.203-7001	  	Prohibition On Persons Convicted of Fraud or Other Defense-Contract-Related Felonies	  	MAR 1999
	252.204-7003	  	Control Of Government Personnel Work Product	  	APR 1992
	252.204-7004 Alt A	  	Required Central Contractor Registration Alternate A	  	NOV 2003
	252.205-7000	  	Provision Of Information To Cooperative Agreement Holders	  	DEC 1991
	252.209-7004	  	Subcontracting With Firms That Are Owned or Controlled By The Government of a Terrorist Country	  	MAR 1998
	252.215-7000	  	Pricing Adjustments	  	DEC 1991
	252.215-7002	  	Cost Estimating System Requirements	  	OCT 1998
	252.219-7003	  	Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts)	  	APR 1996
	252.225-7012	  	Preference For Certain Domestic Commodities	  	JUN 2004
	252.227-7015	  	Technical Data—Commercial Items	  	NOV 1995
	252.227-7027	  	Deferred Ordering Of Technical Data Or Computer Software	  	APR 1988
	252.227-7030	  	Technical Data—Withholding Of Payment	  	MAR 2000
	252.227-7037	  	Validation of Restrictive Markings on Technical Data	  	SEP 1999
	252.231-7000	  	Supplemental Cost Principles	  	DEC 1991
	252.232-7003	  	Electronic Submission of Payment Requests	  	JAN 2004
	252.235-7010	  	Acknowledgment of Support and Disclaimer	  	MAY 1995
	252.235-7011	  	Final Scientific or Technical Report	  	SEP 1999
	252.243-7001	  	Pricing Of Contract Modifications	  	DEC 1991
	252.243-7002	  	Requests for Equitable Adjustment	  	MAR 1998
	252.244-7000	  	Subcontracts for Commercial Items and Commercial Components (DoD Contracts)	  	MAR 2000
	252.247-7023	  	Transportation of Supplies by Sea	  	MAY 2002
	252.247-7024	  	Notification Of Transportation Of Supplies By Sea	  	MAR 2000

  
 CLAUSES INCORPORATED BY FULL TEXT

  
 52.217-7 OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM
(MAR 1989) 
  
 The Government may require the delivery of the
numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days after completion of
CLIN 0001. Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree. 
  
  

 Page 23 of 36 








 52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (MAY 2004) 
  
 (a) It is the policy of the United States that small business concerns,
veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns shall have the maximum practicable
opportunity to participate in performing contracts let by any Federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is further the policy of the United States that its
prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business
concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns. 
  
 (b) The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract
performance. The Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the
Contractor’s compliance with this clause. 
  
 (c)
Definitions. As used in this contract— 
  
 “HUBZone
small business concern” means a small business concern that appears on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration. 
  
 “Service-disabled veteran-owned small business concern”- 
  
 (1) Means a small business concern- 
  
 (i) Not less than 51 percent of which is owned by one or more
service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and 
  
 (ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in
the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran. 
  
 (2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C.
101(16). 
  
 “Small business concern” means a small
business as defined pursuant to Section 3 of the Small Business Act and relevant regulations promulgated pursuant thereto. 
  
 “Small disadvantaged business concern” means a small business concern that represents, as part of its offer, that— 
  
 (1) It has received certification as a small disadvantaged business concern
consistent with 13 CFR 124, Subpart B; 
  
 (2) No material change
in disadvantaged ownership and control has occurred since its certification; 
  
 (3) Where the concern is owned by one or more individuals, the net worth of each individual upon whom the certification is based does not exceed $750,000 after taking into account the applicable exclusions set forth
at 13 CFR 124.104(c)(2); and 
  
 (4) It is identified, on the date
of its representation, as a certified small disadvantaged business in the database maintained by the Small Business Administration (PRO-Net). 
  
 “Veteran-owned small business concern” means a small business concern- 
  
 (1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of
any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and 
  
 (2) The management and daily business operations of which are controlled by one or more veterans. 
  
 “Women-owned small business concern” means a small business
concern— 
  
 (1) That is at least 51 percent owned by one or
more women, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and 
  
 (2) Whose management and daily business operations are controlled by one or more women. 
  
 (d) Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as a
small business concern, a veteran-owned small business concern, a service-disabled veteran-owned small business concern, a HUBZone small business concern, a small disadvantaged business concern, or a women-owned small business concern. 

 
  

 Page 24 of 36 








 52.227-12 PATENT RIGHTS—RETENTION BY THE CONTRACTOR (LONG FORM) (JAN 1997) 
  
 (a) Definitions. “Invention” means any invention or discovery
which is or may be patentable or otherwise protectable under title 35 of the United States Code or any novel variety of plant that is or may be protectable under the Plant Variety Protection Act 
  
 (7 U.S.C. 2321, et seq.). 
  
 “Made” when used in relation to any invention means the conception
or first actual reduction to practice of such invention. 
  
 “Nonprofit organization” means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from
taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit scientific or educational organization qualified under a state nonprofit organization statute. 
  
 “Practical application” means to manufacture in the case of a
composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the
extent permitted by law or Government regulations, available to the public on reasonable terms. 
  
 “Small business firm” means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of
the Administrator of the Small Business Administration. For the purpose of this clause, the size standards for small business concerns involved in Government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be
used. 
  
 “Subject invention” means any invention of the
Contractor conceived or first actually reduced to practice in the performance of work under this contract; provided, that in the case of a variety of plant, the date of determination (as defined in section 41(d) of the Plant Variety Protection Act,
7 U.S.C. 2401(d)) must also occur during the period of contract performance. 
  
 (b) Allocation of principal rights. The Contractor may elect to retain the entire right, title, and interest throughout the world to each subject invention subject to the provisions of this clause and 35 U.S.C. 203.
With respect to any subject invention in which the Contractor elects to retain title, the Federal Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States
the subject invention throughout the world. 
  
 (c) Invention
disclosure, election of title, and filing of patent applications by Contractor. 
  
 (1) The Contractor shall disclose each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters or within 6 months
after the Contractor becomes aware that a subject invention has been made, whichever is earlier. The disclosure to the Contracting Officer shall be in the form of a written report and shall identify the contract under which the invention was made
and the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical
characteristics of the invention. The disclosure shall also identify any publication, on sale, or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been
accepted for publication at the time of disclosure. In addition, after disclosure to the Contracting Officer, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the invention for publication
or of any on sale or public use planned by the Contractor. 
  
 (2)
The Contractor shall elect in writing whether or not to retain title to any such invention by notifying the Federal agency at the time of disclosure or within 8 months of disclosure, as to those countries (including the United States) in which the
Contractor will retain title; provided, that in any case where publication, on sale, or public use has initiated the 1-year statutory period wherein valid patent protection can still be obtained in the United States, the period of election of title
may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period. 
  
 (3) The Contractor shall file its initial patent application on an elected invention within 1 year after election or, if earlier, prior to the end of any
statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use. The Contractor shall file patent applications in additional countries (including the European Patent Office and under
the Patent Cooperation Treaty) within either 10 months of the corresponding initial patent application or 6 months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such
filing has been prohibited by a Secrecy Order. 
  
  

 Page 25 of 36 








 (4) Requests for extension of the time for disclosure to the Contracting Officer, election, and filing
may, at the discretion of the funding Federal agency, be granted, and will normally be granted unless the Contracting Officer has reason to believe that a particular extension would prejudice the Government’s interest. 
  
 (d) Conditions when the Government may obtain title. The Contractor shall
convey to the Federal agency, upon written request, title to any subject invention— 
  
 (1) If the Contractor elects not to retain title to a subject invention; 
  
 (2) If the Contractor fails to disclose or elect the subject invention within the times specified in paragraph (c) above (the agency may only request
title within 60 days after learning of the Contractor’s failure to report or elect within the specified times); 
  
 (3) In those countries in which the Contractor fails to file patent applications within the time specified in paragraph (c) above; provided, however, that
if the Contractor has filed a patent application in a country after the times specified in paragraph (c) above, but prior to its receipt of the written request of the Federal agency, the Contractor shall continue to retain title in that country; or

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

(1) The Contractor shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains
title except if the Contractor fails to disclose the subject invention within the times specified in paragraph (c) above. The Contractor’s license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of
which the Contractor is a part and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the
funding Federal agency except when transferred to the successor of that part of the Contractor’s business to which the invention pertains. 
  
 (2) The Contractor’s domestic license may be revoked or modified by the funding Federal agency to the extent necessary to achieve expeditious
practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with applicable provisions in the Federal Property Management Regulations and agency licensing regulations (if any). This
license shall not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any
foreign country may be revoked or modified at the discretion of the funding Federal agency to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.

  
 (3) Before revocation or modification of the license, the
funding Federal agency shall furnish the Contractor a written notice of its intention to revoke or modify the license, and the Contractor shall be allowed 30 days (or such other time as may be authorized by the funding Federal agency for good cause
shown by the Contractor) after the notice to show cause why the license should not be revoked or modified. The Contractor has the right to appeal, in accordance with applicable agency licensing regulations and 37 CFR 404 concerning the licensing of
Government-owned inventions, any decision concerning the revocation or modification of its license. 
  
 (f) Contractor action to protect the Government’s interest. 
  

(1) The Contractor agrees to execute or to have executed and promptly deliver to the Federal agency all instruments necessary to (i) establish or
confirm the rights the Government has throughout the world in those subject inventions to which the Contractor elects to retain title, and (ii) convey title to the Federal agency when requested under paragraph (d) above and subparagraph (n)(2)
below, and to enable the Government to obtain patent protection throughout the world in that subject invention. 
  
 (2) The Contractor agrees to require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing
to personnel identified as responsible for the administration of patent matters and in a format suggested by the Contractor each subject invention made under contract in order that the Contractor can comply with the disclosure provisions of
paragraph (c) above, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government’s rights in the subject inventions. This disclosure format should require, as a minimum, the information
required by subparagraph (c)(1) above. The Contractor shall instruct such employees through employee agreements or other suitable educational programs on the importance of reporting inventions in sufficient time to permit the filing of patent
applications prior to U.S. or foreign statutory bars. 
  
  

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 (3) The Contractor shall notify the Federal agency of any decision not to continue the prosecution of a
patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response period required by the relevant patent office. 
  
 (4) The Contractor agrees to include, within the specification of any United
States patent application and any patent issuing thereon covering a subject invention, the following statement: “This invention was made with Government support under (identify the contract) awarded by (identify the Federal agency). The
Government has certain rights in this invention.” 
  
 (5) The
Contractor shall establish and maintain active and effective procedures to assure that subject inventions are promptly identified and disclosed to Contractor personnel responsible for patent matters within 6 months of conception and/or first actual
reduction to practice, whichever occurs first in performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the
conception and/or the first actual reduction to practice of subject inventions, and records that show that the procedures for identifying and disclosing the inventions are followed. Upon request, the Contractor shall furnish the Contracting Officer
a description of such procedures for evaluation and for determination as to their effectiveness. 
  
 (6) The Contractor agrees, when licensing a subject invention, to arrange to avoid royalty charges on acquisitions involving Government funds, including
funds derived through Military Assistance Program of the Government or otherwise derived through the Government, to refund any amounts received as royalty charges on the subject invention in acquisitions for, or on behalf of, the Government, and to
provide for such refund in any instrument transferring rights in the invention to any party. 
  
 (7) The Contractor shall furnish the Contracting Officer the following: 
  
 (i) Interim reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing subject
inventions during that period and stating that all subject inventions have been disclosed or that there are no such inventions. 
  
 (ii) A final report, within 3 months after completion of the contracted work, listing all subject inventions or stating that there were no such
inventions, and listing all subcontracts at any tier containing a patent rights clause or stating that there were no such subcontracts. 
  
 (8) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights
clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a
copy of such subcontract, and no more frequently than annually, a listing of the subcontracts that have been awarded. 
  
 (9) In the event of a refusal by a prospective subcontractor to accept one of the clauses in subparagraph (g)(1) or (2) below, the Contractor (i) shall
promptly submit a written notice to the Contracting Officer setting forth the subcontractor’s reasons for such refusal and other pertinent information that may expedite disposition of the matter and (ii) shall not proceed with such
subcontracting without the written authorization of the Contracting Officer. 
  
 (10) The Contractor shall provide, upon request, the filing date, serial number and title, a copy of the patent application (including an English-language version if filed in a language other than English), and patent
number and issue date for any subject invention for which the Contractor has retained title. 
  
 (11) Upon request, the Contractor shall furnish the Government an irrevocable power to inspect and make copies of the patent application file. 
  
 (g) Subcontracts. 
  
 (1) The Contractor shall include the clause at 52.227-11 of the Federal Acquisition Regulation (FAR), suitably modified to identify the parties, in all
subcontracts, regardless of tier, for experimental, developmental, or research work to be performed by a small business firm or nonprofit organization. The subcontractor shall retain all rights provided for the Contractor in this clause, and the
Contractor shall not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor’s subject inventions. 
  
 (2) The Contractor shall include this clause (FAR 52.227-12) in all other subcontracts, regardless of tier, for experimental, developmental, or research
work. 
  
 (3) In the case of subcontracts, at any tier, when the
prime award with the Federal agency was a contract (but not a grant or cooperative agreement), the agency, subcontractor, and the Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the
subcontractor and the Federal agency with respect to those matters covered by this clause. 
  
  

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 (h) Reporting utilization of subject inventions. The Contractor agrees to submit on request periodic
reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees. Such reports shall include information regarding the
status of development, date of first commercial sale or use, gross royalties received by the Contractor, and such other data and information as the agency may reasonably specify. The Contractor also agrees to provide additional reports as may be
requested by the agency in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (j) of this clause. To the extent data or information supplied under this paragraph is considered by the Contractor, its
licensee or assignee to be privileged and confidential and is so marked, the agency agrees that, to the extent permitted by law, it shall not disclose such information to persons outside the Government. 
  
 (i) Preference for United States industry. Notwithstanding any other
provision of this clause, the Contractor agrees that neither it nor any assignee will grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject
invention will be manufactured substantially in the United States. However, in individual cases, the requirement for such an agreement may be waived by the Federal agency upon a showing by the Contractor or its assignee that reasonable but
unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible.

  
 (j) March-in rights. The Contractor agrees that with respect
to any subject invention in which it has acquired title, the Federal agency has the right in accordance with the procedures in FAR 27.304-1(g) to require the Contractor, an assignee, or exclusive licensee of a subject invention to grant a
nonexclusive, partially exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Contractor, assignee, or exclusive licensee refuses such a
request, the Federal agency has the right to grant such a license itself if the Federal agency determines that— 
  
 (1) Such action is necessary because the Contractor or assignee has not taken, or is not expected to take within a reasonable time, effective steps to
achieve practical application of the subject invention in such field of use; 
  
 (2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Contractor, assignee, or their licensees; 
  
 (3) Such action is necessary to meet requirements for public use specified by Federal regulations and such requirements are
not reasonably satisfied by the Contractor, assignee, or licensees; or 
  
 (4) Such action is necessary because the agreement required by paragraph (i) of this clause has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach
of such agreement. 
  
 (k) Special provisions for contracts with
nonprofit organizations. Reserved. 
  
 (l) Communications.

  
 ____________________________________________________________________________________________________________________________ 
 (Complete according to agency instructions.) 
  
 (m)
Other inventions. Nothing contained in this clause shall be deemed to grant to the Government any rights with respect to any invention other than a subject invention. 
  
 (n) Examination of records relating to inventions. 
  
 (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract,
have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first reduction to practice of inventions in the same field of technology as the work under this contract to
determine whether— 
  
 (i) Any such inventions are subject
inventions; 
  
 (ii) The Contractor has established and maintains
the procedures required by subparagraphs (f)(2) and (f)(3) of this clause; and 
  
 (iii) The Contractor and its inventors have complied with the procedures. 
  
 (2) If the Contracting Officer determines that an inventor has not disclosed a subject invention to the Contractor in accordance with the procedures
required by subparagraph (f)(5) of this clause, the Contracting Officer may, within 60 days after the determination, request title in accordance with subparagraphs (d)(2) and (d)(3) of this clause. However, if the Contractor establishes that the
failure to disclose did not result from the Contractor’s fault or negligence, the Contracting Officer shall not request title. 
  
 (3) If the Contracting Officer learns of an unreported Contractor invention which the Contracting Officer believes may be a subject invention, the
Contractor may be required to disclose the invention to the agency for a determination of ownership rights. 
  
  

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 (4) Any examination of records under this paragraph shall be subject to appropriate conditions to protect
the confidentiality of the information involved. 
  
 (o)
Withholding of payment (this paragraph does not apply to subcontracts). 
  
 (1) Any time before final payment under this contract, the Contracting Officer may, in the Government’s interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of the contract,
whichever is less, shall have been set aside if, in the Contracting Officer’s opinion, the Contractor fails to— 
  
 (i) Establish, maintain, and follow effective procedures for identifying and disclosing subject inventions pursuant to subparagraph (f)(5) above;

  
 (ii) Disclose any subject invention pursuant to subparagraph
(c)(1) above; 
  
 (iii) Deliver acceptable interim reports
pursuant to subdivision (f)(7)(i) above; or 
  
 (iv) Provide the
information regarding subcontracts pursuant to subparagraph (f)(8) of this clause. 
  
 (2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other
information required by this clause. 
  
 (3) Final payment under
this contract shall not be made before the Contractor delivers to the Contracting Officer all disclosures of subject inventions required by subparagraph (c)(1) above, an acceptable final report pursuant to subdivision (f)(7)(ii) above, and all past
due confirmatory instruments. 
  
 (4) The Contracting Officer may
decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any
amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. 
  
 52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) 
  
 This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full
text of a clause may be accessed electronically at this/these address(es): www.arnet.gov/far/ or www.farsite.hill.af.mil/ 
  
 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) 
  
 (a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by
the addition of “(DEVIATION)” after the date of the clause. 
  
 (b) The use in this solicitation or contract of any Defense Federal Acquisition Regulation (48 CFR Chapter 2) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

  
 252.227-7013 RIGHTS IN TECHNICAL DATA—NONCOMMERCIAL ITEMS (NOV 1995)

  
 (a) Definitions. As used in this clause: 
  
 (1) “Computer data base” means a collection of data recorded in a
form capable of being processed by a computer. The term does not include computer software. 
  
 (2) “Computer program” means a set of instructions, rules, or routines recorded in a form that is capable of causing a computer to perform a specific operation or series of operations. 
  
 (3) “Computer software” means computer programs, source code,
source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer data
bases or computer software documentation. 
  

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 (4) “Computer software documentation” means owner’s manuals, user’s manuals,
installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software. 
  
 (5) “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. 
  
 (6) “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. 
  
 (7) “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. 
  
 (i) Private expense determinations should be made at the lowest practicable level. 
  
 (ii) Under fixed-price contracts, when total costs are greater than the
firm-fixed-price or ceiling price of the contract, the additional development costs necessary to complete development shall not be considered when determining whether development was at government, private, or mixed expense. 
  
 (8) “Developed exclusively with government funds” means development
was not accomplished exclusively or partially at private expense. 
  
 (9) “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. 
  
 (10) “Form, fit, and function
data” means technical data that describes 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. 
  
 (11) “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. 
  
 (12) “Government
purpose rights” means the rights to— 
  
 (i) Use,
modify, reproduce, release, perform, display, or disclose technical data within the Government without restriction; and 
  
 (ii) Release or disclose technical data outside the Government and authorize persons to whom release or disclosure has been made to use, modify,
reproduce, release, perform, display, or disclose that data for United States government purposes. 
  
 (13) “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 reproduction, release, disclosure, or use is—

  
 (i) Necessary for emergency repair and overhaul; or

  
 (ii) A release or disclosure of technical data (other than
detailed manufacturing or process data) to, or use of such data by, a foreign government that is in the interest of the Government and is required for evaluational or informational purposes; 
  
 (iii) Subject to a prohibition on the further reproduction, release,
disclosure, or use of the technical data; and 
  
 (iv) The
contractor or subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use. 
  

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 (14) “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 data incidental to contract administration, such as financial and/or management information. 
  
 (15) “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) Rights in technical data. The Contractor grants or shall obtain for the Government the following royalty free,
world-wide, nonexclusive, irrevocable license rights in technical data other than computer software documentation (see the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause of this contract for rights
in computer software documentation): 
  
 (1) Unlimited rights.

  
 The Government shall have unlimited rights in technical data
that are— 
  
 (i) Data pertaining to an item, component, or
process which has been or will be developed exclusively with Government funds; 
  
 (ii) Studies, analyses, test data, or similar data produced for this contract, when the study, analysis, test, or similar work was specified as an element of performance; 
  
 (iii) Created exclusively with Government funds in the performance of a
contract that does not require the development, manufacture, construction, or production of items, components, or processes; 
  
 (iv) Form, fit, and function data; 
  
 (v) Necessary for installation, operation, maintenance, or training purposes (other than detailed manufacturing or process data); 
  
 (vi) Corrections or changes to technical data furnished to the Contractor by
the Government; 
  
 (vii) Otherwise publicly available or have
been released or disclosed by the Contractor or subcontractor without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the technical data to
another party or the sale or transfer of some or all of a business entity or its assets to another party; 
  
 (viii) Data in which the Government has obtained unlimited rights under another Government contract or as a result of negotiations; or 
  
 (ix) Data furnished to the Government, under this or any other Government
contract or subcontract thereunder, with— 
  
 (A)
Government purpose license rights or limited rights and the restrictive condition(s) has/have expired; or 
  
 (B) Government purpose rights and the Contractor’s exclusive right to use such data for commercial purposes has expired. 
  
 (2) Government purpose rights. 
  
 (i) The Government shall have government purpose rights for a five-year
period, or such other period as may 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 (b)(ii) and (b)(iv) through (b)(ix) of
this clause; or 
  
 (B) Created with mixed funding in the
performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes. 
  
 (ii) The five-year period, or such other period as may have been negotiated, shall commence upon execution of 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 (b)(2)(i)(B) of this clause. Upon expiration of the
five-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 non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS); or 
  
 (B) The recipient is a Government contractor receiving access to the data for performance of a Government contract that contains the clause at DFARS
252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends. 
  

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 (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 (f)(2) of this clause. 
  
 (3) Limited rights. 
  
 (i) Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through
(b)(1)(ix) of this clause, the Government 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 (f) of this clause; or 
  
 (B) Created exclusively at private expense in the performance of a contract
that does not require the development, manufacture, construction, or production of items, components, or processes. 
  
 (ii) The Government shall require a recipient of limited rights data for emergency repair or overhaul to destroy the data and all copies in its
possession promptly following completion of the emergency repair/overhaul and to notify the Contractor that the data have been destroyed. 
  
 (iii) The Contractor, its subcontractors, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release,
perform, display, or disclose technical data furnished to the Government with limited rights. However, if the Government desires to obtain additional rights in technical data in which it has limited rights, the Contractor agrees to promptly enter
into negotiations with the Contracting Officer to determine whether there are acceptable terms for transferring such rights. All technical data in which the Contractor has granted the Government additional rights shall be listed or described in a
license agreement made part of the contract. The license shall enumerate the additional rights granted the Government in such data. 
  
 (4) Specifically negotiated license rights. 
  
 The standard license rights granted to the Government under paragraphs (b)(1) through (b)(3) of this clause, including the period during which the
Government shall have government purpose rights in technical data, may be modified by mutual agreement to provide such rights as the parties consider appropriate but shall not provide the Government lesser rights than are enumerated in paragraph
(a)(13) 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 pre-existing 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 paragraph (a)(13) or (b)(2)(iii) of this clause, in accordance with the terms of a license negotiated under paragraph (b)(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. 
  
 (c) Contractor rights in technical data. All rights not granted to the Government are retained by the Contractor.

  
 (d) Third party copyrighted data. The Contractor shall not,
without the written approval of the Contracting Officer, incorporate any copyrighted data in the technical data to be delivered under this contract unless the Contractor is the copyright owner or has obtained for the Government the license rights
necessary to perfect a license or licenses in the deliverable data of the appropriate scope set forth in paragraph (b) of this clause, and has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to
the data transmittal document. 
  
 (e) Identification and delivery
of data to be furnished with restrictions on use, release, or disclosure. (1) This paragraph does not apply to restrictions based solely on copyright. 
  
 (2) Except as provided in paragraph (e)(3) of this clause, technical data that the Contractor asserts should be furnished to the Government with
restrictions on use, release, or disclosure are identified in an attachment to this contract (the Attachment). The Contractor shall not deliver any data with restrictive markings unless the data are listed on the Attachment. 
  

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 (3) In addition to the assertions made in the Attachment, other assertions may be identified after award
when based on new information or inadvertent omissions unless the inadvertent omissions would have materially affected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as
practicable prior to the scheduled date for delivery of the data, in the following format, and signed by an official authorized to contractually obligate the Contractor: 
  
 Identification and Assertion of Restrictions on the Government’s Use, Release, or Disclosure of Technical Data. 
  
 The Contractor asserts for itself, or the persons identified below, that the
Government’s rights to use, release, or disclose the following technical data should be restricted— 
  

							
	 Technical data
 to be
furnished
 with restrictions

	 	 Basis for
 assertion

	 	 Asserted
 rights
 category

	 	 Name of
 person
 asserting
 restrictions


	(LIST)	 	(LIST)	 	(LIST)	 	(LIST)
	(1)	 	(2)	 	(3)	 	(4)



	(1)	If the assertion is applicable to items, components or processes developed at private expense, identify both the data and each such item, component, or process.



	(2)	Generally, the development of an item, component, or process at private expense, either exclusively or partially, is the only basis for asserting restrictions on the
Government’s rights to use, release, or disclose technical data pertaining to such items, components, or processes. Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter
the specific reason for asserting that the Government’s rights should be restricted. 


	(3)	Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited or government purpose
rights under this or a prior contract, or specifically negotiated licenses). 


	(4)	Corporation, individual, or other person, as appropriate. 

  

							
	 	  	 Date

	  	 
			
	 	  	 Printed Name and Title

	  	 
	 	  	 Signature

	  	 
			
	 	  	(End of identification and assertion)	  	 

  
 (4) When requested by
the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor’s assertions. The Contracting Officer reserves the right to add the Contractor’s assertions to the
Attachment and validate any listed assertion, at a later date, in accordance with the procedures of the Validation of Restrictive Markings on Technical Data clause of this contract. 
  
 (f) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert restrictions on the
Government’s rights to use, modify, reproduce, release, perform, display, or disclose technical data to be delivered under this contract by marking the deliverable data subject to restriction. Except as provided in paragraph (f)(5) of this
clause, only the following legends are authorized under this contract: the government purpose rights legend at paragraph (f)(2) of this clause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rights legend at
paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C. 401 or 402. 
  
 (1) General marking instructions. The Contractor, or its subcontractors or suppliers, shall conspicuously and legibly mark the appropriate legend on all
technical data that qualify for such markings. The authorized legends shall 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 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) Government purpose rights markings. Data delivered or otherwise furnished
to the Government purpose rights shall be marked as follows: 
  
 Government
Purpose Rights 
  

					
	 Contract No.

	 	 

  

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	 Contractor Name 

	  	 
	 Contractor Address

	  	 
	 Expiration Date 

	  	 

  
 The Government’s rights to use,
modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(2) of the Rights in Technical Data—Noncommercial Items clause contained in the above identified contract. No restrictions apply after
the expiration date shown above. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. 
  
 (End of legend) 
  
 (3) Limited rights markings. Data delivered or otherwise furnished to the Government with limited rights shall be marked with the following legend: 
  

					
	 Limited Rights

	  	 
	 Contract No.

	  	 
	 Contractor Name

	  	 
	 Contractor Address

	  	 

  
 The Government’s rights to use,
modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(3) of the Rights in Technical Data—Noncommercial Items clause contained in the above identified contract. Any reproduction of
technical data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Contractor. 
  
 (End of legend) 
  
 (4) Special license rights markings. 
  
 (i) Data in which the Government’s rights stem from a specifically negotiated license shall be marked with the
following legend: 
  
 Special License Rights 
  
 The Government’s rights to use, modify, reproduce, release, perform, display, or
disclose these data are restricted by Contract No.                          (Insert contract number)
                        , License No.
                         (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 (b)(5) of this clause). 
  
 (5) Pre-existing 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 marking procedures in
paragraph (f)(1) of this clause shall be followed. 
  
 (g)
Contractor procedures and records. Throughout performance of this contract, the Contractor and its subcontractors or suppliers that will deliver technical data with other than unlimited rights, shall— 
  
 (1) Have, maintain, and follow written procedures sufficient to assure that
restrictive markings are used only when authorized by the terms of this clause; and 
  
 (2) Maintain records sufficient to justify the validity of any restrictive markings on technical data delivered under this contract. 
  
 (h) Removal of unjustified and nonconforming markings. (1) Unjustified technical data markings. The rights and obligations
of the parties regarding the validation of restrictive markings on technical data furnished or to be furnished under this contract are contained in the Validation of Restrictive Markings on Technical Data clause of this contract. Notwithstanding any
provision of this contract concerning inspection and acceptance, the Government may ignore or, at the Contractor’s expense, correct or strike a marking if, in accordance with the procedures in the Validation of Restrictive Markings on Technical
Data clause of this contract, a restrictive marking is determined to be unjustified. (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 Validation of Restrictive Markings on Technical Data clause of this contract. If the Contracting Officer notifies the
Contractor of a nonconforming marking and the Contractor fails to remove or correct such marking within sixty (60) days, the Government may ignore or, at the Contractor’s expense, remove or correct any nonconforming marking. 
  

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 (i) Relation to patents. Nothing contained in this clause shall imply a license to the Government under
any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. 
  
 (j) Limitation on charges for rights in technical data. 
  
 (1) The Contractor shall not charge to this contract any cost, including, but not limited to, license fees, royalties, or similar charges, for rights in
technical data to be delivered under this contract when— 
  
 (i) The Government has acquired, by any means, the same or greater rights in the data; or 
  
 (ii) The data are available to the public without restrictions. 
  

(2) The limitation in paragraph (j)(1) of this clause— 
  

(i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the Contractor to acquire rights in subcontractor or
supplier technical data, if the subcontractor or supplier has been paid for such rights under any other Government contract or under a license conveying the rights to the Government; and 
  
 (ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in which the
technical data will be delivered. 
  
 (k) Applicability to
subcontractors or suppliers. 
  
 (1) The Contractor shall ensure
that the rights afforded its subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery processes of paragraph (e) of this clause are recognized and protected. 
  
 (2) Whenever any technical data for noncommercial items is to be obtained
from a subcontractor or supplier for delivery to the Government under this contract, the Contractor shall use this same clause in the subcontract or other contractual instrument, and require its subcontractors or suppliers to do so, without
alteration, except to identify the parties. 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. 
  
 (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 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.

  
 (4) The Contractor and higher-tier subcontractors or suppliers
shall not use their power to award contracts as economic leverage to obtain rights in technical data from their subcontractors or suppliers. 
  
 (5) In no event shall 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. 
  

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 Section J - List of Documents, Exhibits and Other Attachments 
  
 Exhibit/Attachment Table of Contents 
  

							
	 DOCUMENT TYPE

	  	 DESCRIPTION

	  	 PAGES

	  	 DATE


	 Exhibit ab
	  	exhibit A & B	  	23	  	 
	 Exhibit C
	  	Technical data restrictions	  	 	  	 

  

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