CONTINUATION SHEET 

REFERENCE NO. OF DOCUMENT BEING CONTINUED 

80MSFC20C0034P00016

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NAME OF OFFEROR OR CONTRACTOR SPACEX

ITEM NO. 

(A) 

SUPPLIES/SERVICES 

(B) 

QUANTITY 

(C) 

UNIT 

(D) 

UNIT PRICE 

(E) 

AMOUNT 

(F) 

The purpose of this modification is to 

incorporate FAR Clause 52.223-99, Ensuring 

Adequate COVID-19 Safety Protocols for 

Federal Contractors (Deviation 21-03). 

As a result of this change, the following 

section is hereby updated as follows: 

Section I is hereby updated to incorporate 

FAR Clause 52.223-99 in full text. 

All other terms and conditions remain 

unchanged and in full force and effect. 

Payment Terms: Net 30 days 

FOB: Destination 

OPTIONAL FORM 336 (4-86) 

Sponsored by GSA FAR (48 CFR) 53.110 
80MSFC20C0034 P00016 

TABLE OF CONTENTS 

SECTION B ................................................................................................................................B-1 

1852.216-78 FIRM FIXED PRICE (DEC 1988) .....................................................................B-1 

MSFC 52.216-90 IDIQ CONTRACT VALUE BY PERIOD OF PERFORMANCE 

(MAY 2017).............................................................................................................................B-1 

MSFC 52.216-91 SUPPLIES AND/OR SERVICES TO BE PROVIDED AND TYPE OF 

CONTRACT (JUN 2017) .......................................................................................................B-1 

MSFC 52.216-92 MATRIX OF CONTRACT LINE ITEMS (CLINs) (OCT 2017) ..............B-2 

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017)......................................................B-3 

SECTION C ............................................................................................................................... C-1 

MSFC 52.211-93 DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK / 

PERFORMANCE WORK STATEMENT (MAY 2019).........................................................C-1 

SECTION D ............................................................................................................................... D-1 

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT 

(JAN 2011).............................................................................................................................. D-1 

SECTION E ................................................................................................................................E-1 

52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT—FIXED-PRICE 

(AUG 1996).............................................................................................................................. E-1 

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014) ........ E-1 

1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS 

(OCT 1988) ......................................................................................................................................... E-1 

1852.246-73 HUMAN SPACE FLIGHT ITEM (MAR 1997) .................................................... E-2 

SECTION F ................................................................................................................................ F-1 

52.242-15 STOP-WORK ORDER (AUG 1989) .....................................................................F-1 

MSFC 52.211-94 PERIOD OF PERFORMANCE (MAY 2017) ............................................F-1 

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018) ................................................F-1 

SECTION G .............................................................................................................................. G-1 

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR 

NONPROFIT ORGANIZATION (APR 2015) ....................................................................... G-1 

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND 

PATENT REPRESENTATIVE (APR 2015).......................................................................... G-8 

1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (APR 2018) . G-8 

A-1 
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1852.245-71 INSTALLATION—ACCOUNTABLE GOVERNMENT PROPERTY 

(JUN 2018)............................................................................................................................ G-10 

1852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF 

CONTRACTORS (JAN 2017).............................................................................................. G-12 

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011) ............................... G-14 

1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 

52.245-1 (JAN 2011)............................................................................................................. G-14 

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY 

(AUG 2015)........................................................................................................................... G-14 

1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS (SEP 2017) ................ G-14 

MSFC 52.204-91 SECURITY AND BADGING REQUIREMENTS (NOV 2016) ............ G-15 

SECTION H .............................................................................................................................. H-1 

1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING 

(DEC 2015) ............................................................................................................................. H-1 

1852.223-72 SAFETY AND HEALTH (SHORT FORM) (JUL 2015) ................................. H-2 

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) ....................... H-3 

1852.225-70 EXPORT LICENSES (FEB 2000) .................................................................... H-3 

1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE STATION 

ACTIVITIES (OCT 2012) (DEVIATED) .............................................................................. H-4 

1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE 

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE 

STATION (OCT 2012) (DEVIATED) .................................................................................. H-8 

1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989) ... H-13 

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006) 

ALTERNATE II (DEC 2005) ............................................................................................... H-15 

1852.235-74 ADDITIONAL REPORTS OF WORK—RESEARCH AND DEVELOPMENT 

(FEB 2003)............................................................................................................................ H-16 

1852.242-72 DENIED ACCESS TO NASA FACILITIES (OCT 2015) ............................. H-17 

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM 

(APR 1985) ........................................................................................................................... H-19 

1852.247-71 PROTECTION OF THE FLORIDA MANATEE (JUN 2018) ....................... H-19 

MSFC 52.209-92 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST 

(OCI) AFTER CONTRACT AWARD (MAY 2017) ........................................................... H-19 

MSFC 52.209-94 RESOLUTION OF ORGANIZATIONAL CONFLICTS OF INTEREST 

(MAY 2017).......................................................................................................................... H-19 

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MSFC 52.223-90 ASBESTOS MATERIAL (AUG 2015)................................................... H-20 

MSFC 52.223-91 HAZARDOUS MATERIAL REPORTING (FEB 2016) ........................ H-21 

MSFC 52.223-92 ENVIRONMENTAL - GENERAL CLAUSE (AUG 2010) ................... H-21 

MSFC 52.223-96 MEDICAL SERVICES (SEP 2018) ........................................................ H-21 

GOVERNMENT INSIGHT.................................................................................................. H-22 

USE OF GOVERNMENT RESOURCES ............................................................................ H-27 

DOMESTIC SOURCE REQUIREMENTS .......................................................................... H-31 

LAUNCH, FLIGHT, OR REENTRY LICENSES, PERMITS, AND OTHER 

AUTHORIZATIONS ........................................................................................................... H-34 

STATEMENT ON WAIVER OF RIGHTS TO INVENTIONS .......................................... H-34 

PUBLIC AFFAIRS ............................................................................................................... H-34 

MISSION SUCCESS DETERMINATION .......................................................................... H-36 

DELIVERY OF DATA AND HARDWARE IN THE EVENT OF TERMINATION FOR 

CONVENIENCE OR DEFAULT......................................................................................... H-39 

INSURANCE FOR HARM TO U.S. GOVERNMENT ASTRONAUTS ........................... H-39 

CROSS WAIVER OF LIABILITY FOR LUNAR SURFACE ACTIVITIES ..................... H-40 

CONTRACTOR USE OF GOVERNMENT-FURNISHED EQUIPMENT, PROPERTY, OR 

INFORMATION................................................................................................................... H-41 

PROPOSAL INCORPORATION INTO CONTRACT ........................................................ H-42 

MARKING REQUIREMENTS FOR TECHNICAL DATA AND COMPUTER SOFTWARE

 ............................................................................................................................................... H-43 

VALIDATION AND CHALLENGE PROCEDURES FOR TECHNICAL DATA AND 

COMPUTER SOFTWARE ................................................................................................... H-46 

LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED 

INFORMATION MARKED WITH RESTRICTIVE LEGENDS ....................................... H-52 

CONTRACTOR DISCLOSURE OF INFORMATION ....................................................... H-54 

CYBERSECURITY AND PROJECT PROTECTION ......................................................... H-54 

NON-NASA CARGO, PAYLOADS, AND SERVICES ....................................................... H57 

SECTION I .................................................................................................................................. I-1 

52.202-1 DEFINITIONS (JUN 2020).......................................................................................I-1 

52.203-3 GRATUITIES (APR 1984)........................................................................................I-1 

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014) ................................I-1 

52.203-7 ANTI-KICKBACK PROCEDURES (JUN 2020).....................................................I-1 

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52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL 

OR IMPROPER ACTIVITY (MAY 2014) ..............................................................................I-1 

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 

(MAY 2014).............................................................................................................................. I-1 

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL 

TRANSACTIONS (JUN 2020) ................................................................................................I-1 

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020) 

(IBR).......................................................................................................................................... I-1 

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY 

AGREEMENTS OR STATEMENTS (JAN 2017) ..................................................................I-1 

52.204-2 SECURITY REQUIREMENTS (AUG 1996) ...........................................................I-1 

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER 

CONTENT PAPER (MAY 2011) .............................................................................................I-1 

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018) (IBR) ..............................I-1 

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL 

(JAN 2011)................................................................................................................................ I-1 

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER 

SUBCONTRACT AWARDS (OCT 2018) ..............................................................................I-1 

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) ........I-1 

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING (JUL 

2016) (IBR) ............................................................................................................................... I-1 

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND 

CERTIFICATIONS (DEC 2014)..............................................................................................I-1 

52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017) (IBR ..............................I-2 

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND 

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER 

COVERED ENTITIES (JUL 2018) 

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT 

(AUG 2020)............................................................................................................................... I-2 

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING 

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT 

(JUN 2020)................................................................................................................................ I-2 

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC 

CORPORATIONS (NOV 2015)...............................................................................................I-2 

52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) ....I-2 

52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991) (IBR) 

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 ................................................................................................................................................... I-2 

52.214-35 SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991) (IBR) .................I-2 

52.215-2 AUDIT AND RECORDS—NEGOTIATION (JUN 2020) .......................................I-2 

52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT (OCT 1997) ..I-2 

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING 

DATA—MODIFICATIONS (AUG 2011) ..............................................................................I-2 

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA— 

MODIFICATIONS (DEVIATION 18-04) ..................................................................................... I-2 

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA 

OTHER THAN CERTIFIED COST OR PRICING DATA-MODIFICATIONS (JUN 2020) 

(IBR).......................................................................................................................................... I-2 

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) .......................I-2 

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JUN 2020) ALTERNATE II 

(NOV 2016)............................................................................................................................... I-2 

52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999) .............I-2 

52.222-3 CONVICT LABOR (JUN 2003) ...............................................................................I-2 

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) ............................I-2 

52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE 

EVALUATION (FEB 1999) (IBR) ...........................................................................................I-3 

52.222-26 EQUAL OPPORTUNITY (SEP 2016)....................................................................I-3 

52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020)...................................I-3 

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR 

RELATIONS ACT (DEC 2010) ...............................................................................................I-3 

52.222-50 COMBATING TRAFFICKING IN PERSONS (OCT 2020) .................................I-3 

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) ............................I-3 

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING 

WHILE DRIVING (JUN 2020) ................................................................................................I-3 

52.223-20 AEROSOLS (JUN 2016) .........................................................................................I-3 

52.223-21 FOAMS (JUN 2016)................................................................................................I-3 

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) ..............I-3 

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) ALTERNATE I (APR 1984) .I-3 

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT 

INFRINGEMENT (DEC 2007) ...............................................................................................I-3 

52.227-11 PATENT RIGHTS - OWNERSHIP BY THE CONTRACTOR (MAY 2014) 

[(MODIFIED BY NFS 1852.227-11 (APR 2015)] ...................................................................I-3 

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52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987) .........................................I-3 

52.227-21 TECHNICAL DATA DECLARATION, REVISION, AND WITHHOLDING OF 

PAYMENT-MAJOR SYSTEMS (MAY 2014) ........................................................................I-3 

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) ........................................I-3 

52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT 

CONTRACTS (APR 1984).......................................................................................................I-3 

52.232-17 INTEREST (MAY 2014).........................................................................................I-3 

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014)............................................................I-3 

52.232-25 PROMPT PAYMENT (JAN 2017) .........................................................................I-4 

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD 

MANAGEMENT (OCT 2018) .................................................................................................I-4 

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) ...I-4 

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS 

CONTRACTORS (DEC 2013).................................................................................................I-4 

52.233-1 DISPUTES (MAY 2014) ALTERNATE I (DEC 1991) ...........................................I-4 

52.233-2 SERVICE OF PROTEST (SEP 2006) (IBR) .............................................................I-4 

52.233-3 PROTEST AFTER AWARD (AUG 1996) ...............................................................I-4 

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) ........I-4 

52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) ......................................I-4 

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017) ...........I-4 

52.242-13 BANKRUPTCY (JUL 1995)...................................................................................I-4 

52.243-1 CHANGES—FIXED-PRICE (AUG 1987) ALTERNATE I (APR 1984)................I-4 

52.243-6 CHANGE ORDER ACCOUNTING (APR 1984) ....................................................I-4 

52.245-1 GOVERNMENT PROPERTY (JAN 2017) ..............................................................I-4 

52.245-1 GOVERNMENT PROPERTY (JAN 2017) ALTERNATE I (APR 2012)...............I-4 

52.245-9 USE AND CHARGES (APR 2012) ..........................................................................I-4 

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXEDPRICE) (APR 2012).................................................................................................................. I-4 

52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984) (IBR) ....................I-4 

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) (IBR) ..........................I-4 

52.253-1 COMPUTER GENERATED FORMS (JAN 1991) ..................................................I-4 

52.204-1 APPROVAL OF CONTRACT (DEC 1989) .............................................................I-4 

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION 

SYSTEMS (JUN 2016) ............................................................................................................. I-5 

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52.216-18 ORDERING (OCT 1995) ....................................................................................... I-7 

52.216-19 ORDER LIMITATIONS (OCT 1995)..................................................................... I-7 

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2020) ............................. I-7 

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000).............. I-7 

52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL 

CONTRACTORS (DEVIATION 21-03)..............................................................I-8

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012) ........................................... I-8 

52.243-7 NOTIFICATION OF CHANGES (JAN 2017) ....................................................... I-13

52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT) (APR 1984) 

(DEVIATED) ......................................................................................................................... I-16

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAY 

2020) ........................................................................................................................................ I-17

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAY 

2020) ALTERNATE I (MAR 2020) ....................................................................................... I-20

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) ................................... I-23 

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020) 

................................................................................................................................................. I-24

52.246-26 REPORTING NONCONFORMING ITEMS (JUN 2020).................................... I-24

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998) ............................. I-27

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984).................................. I-28

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS (JUN 2001) .. I-28

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER 

RIGHTS (AUG 2014) ............................................................................................................. I-28

1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION 

TECHNOLOGY RESOURCES (JAN 2011) ......................................................................... I-28

1852.215-84 OMBUDSMAN (NOV 2011) ............................................................................ I-28

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS (APR 2015) ....................... I-28

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM (APR 2015) .................................. I-28

1852.223-74 DRUG- AND ALCOHOL-FREE WORKFORCE (NOV 2015) (IBR) ............ I-28

1852.233-70 PROTESTS TO NASA (DEC 2015) (IBR) ....................................................... I-28

1852.235-70 CENTER FOR AEROSPACE INFORMATION (DEC 2006) ......................... I-28

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)................................ I-28

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005) .............................. I-28

1852.204-75 SECURITY CLASSIFICATION REQUIREMENTS (SEP 1989) ................... I-28

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1852.246-74 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND 

AVOIDANCE (SEP 2020) (IBR).....................................................................I-28

1852.245-80 GOVERNMENT PROPERTY MANAGEMENT INFORMATION (JAN 2011) 

(IBR) ........................................................................................................................................ I-28 

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) .............................................. I-29 

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) ALTERNATE II (APR 2018) 

................................................................................................................................................. I-30

1852.225-71 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (FEB 

2012)(DEVIATION) ............................................................................................................... I-32

52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014) (DEVIATED) ............................. I-32 

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (MAR 2020) ALTERNATE II 

(NOV 2016) (DEVIATED) ..................................................................................................... I-43 

52.216-22 INDEFINITE QUANTITY (OCT 1995) ............................................................... I-55

SECTION J................................................................................................................................. J-1 

List of Attachments ................................................................................................................... J-1 

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Content may include, but is not limited to: mission specific requirements, integration, evaluation 

of HLS use cases, extensibility studies of HLS technology, ground and flight interface definition, 

HLS emulator definition/specifications, trade studies, and capability assessments. The 

Government may order IDIQ services at any time after contract start in accordance with the 

procedures set forth in NFS Clause 1852.216-80, “Task Ordering Procedures,” Clause 52.216-

18, “Ordering,” and Clause 52.216-19, “Order Limitations,” of this contract. In performing these 

services, the contractor shall provide all required necessary labor, materials, travel, and ODCs as 

delineated in the individual Task Order proposals based on the rates delineated in Attachment J13, IDIQ Fully-Burdened Labor Rates. 

(End of clause) 

MSFC 52.216-92 MATRIX OF CONTRACT LINE ITEMS (CLINs) (OCT 2017) 

The current total contract value is as specified below. To separately track the components of the 

value, separate CLINs have been established as follows: 

CLIN DESCRIPTION VALUE OPTION STATUS

001 Base: 2024 HLS Design 

and Development – Period 

of Performance: ATP – 

04/30/2021 

(b) (4) N/A

002 Base: 2026 HLS Design – Period 

of Performance: ATP – 04/30/2021 

$1 N/A

003 Base: IDIQ for 2024 Long Lead 

Items – Ordering Period: ATP – 

04/30/2021 

$1 N/A

004 Base: IDIQ for Special Studies 

– Ordering Period: ATP – 

04/30/2021 

(b) (4) N/A

005 Option A: 2024 HLS DDT&E and 

Demonstration Mission – Period 

of Performance: ATP – 2/28/2025 

Exercised 

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006 RESERVED $1 Not Exercised

007 RESERVED $1 Not Exercised

008 Option A: IDIQ Special Studies IDIQ 

– Ordering Period: ATP – 2/28/2025 

$10,000 Exercised

009 Option A: Docking System – 

Period of Performance: ATP – 

2/28/2025 

$1 Exercised

010 Option A: Sustaining 

Requirements and Preliminary 

Design – Period of Performance: 

ATP – 23 months 

(b) (4) Exercised 

Total Value of Base and All 

Exercised Options 

$3,031,455,921.24 

(End of Clause) 

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017) 

(a) The contractor shall furnish all data identified and described in the data requirements list 

(DRL) of the data procurement document (DPD) which is attached to this contract. All 

expenses associated therewith are included in the estimated cost or firm fixed price of this 

contract, or any associated task orders if applicable. 

(b) The Government reserves the right to delay the delivery of any or all data requirements 

descriptions (DRDs) specified in the DRL and such right may be exercised at no increase to 

the estimated cost or firm fixed price of this contract or any associated task orders. 

(c) Nothing contained in this clause shall relieve the contractor from delivering data that is not 

identified and described in the DRL/DPD, but required under another section of this contract. 

(d) To the extent that data required to be delivered under a DRD is also required to be delivered 

under another section of the contract, the requirements established by both the DRD and such 

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other contract section shall apply. In the event of a conflict between the data requirements of 

the DPD and another contract section, the specific contract section will take precedence. 

(End of clause) 

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SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK 

MSFC 52.211-93 DESCRIPTION/SPECIFICATIONS/STATEMENT OF 

WORK/PERFORMANCE WORK STATEMENT (MAY 2019) 

The Statement of Work is located within Attachment J-1, entitled “Statement of Work.” 

(End of clause) 

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SECTION D - PACKAGING AND MARKING 

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT 

(JAN 2011) 

(a) The Contractor shall identify all equipment to be delivered to the Government using NASA 

Technical Handbook (NASA-HDBK) 6003, Application of Data Matrix Identification 

Symbols to Aerospace Parts Using Direct Part Marking Methods/Techniques, and NASA 

Standard (NASA-STD) 6002, Applying Data Matrix Identification Symbols on Aerospace 

Parts or through the use of commercial marking techniques that: (1) are sufficiently durable to 

remain intact through the typical lifespan of the property: and, (2) contain the data and data 

format required by the standards. This requirement includes deliverable equipment listed in 

the schedule and other equipment when no longer required for contract performance and 

NASA directs physical transfer to NASA or a third party. The Contractor shall identify 

property in both machine and human readable form unless the use of a machine readable-only 

format is approved by the NASA Industrial Property Officer. 

(b) Equipment shall be marked in a location that will be human readable, without disassembly or 

movement of the equipment, when the items are placed in service unless such placement 

would have a deleterious effect on safety or on the item’s operation. 

(c) Concurrent with equipment delivery or transfer, the Contractor shall provide the following 

data in an electronic spreadsheet format: 

(1) Item Description. 

(2) Unique Identification Number (License Tag). 

(3) Unit Price. 

(4) An explanation of the data used to make the unique identification number. 

(d) For equipment no longer needed for contract performance and physically transferred under 

paragraph (a) of this clause, the following additional data is required: 

(1) Date originally placed in service. 

(2) Item condition. 

(e) The data required in paragraphs (c) and (d) of this clause shall be delivered to the 

applicable NASA center receiving activity. 

(f) The contractor shall include the substance of this clause, including this paragraph (f), in all 

subcontracts that require delivery of equipment. 

(End of clause) 

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SECTION E - INSPECTION AND ACCEPTANCE 

52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT—FIXED-PRICE 

(AUG 1996) 

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014) 

(a) The Contractor shall comply with the higher-level quality standard(s) listed below. 

Title Number Date Tailoring 

SAE Quality 

Management 

SystemsRequirements 

for Aviation, 

Space, and 

Defense 

Organizations 

AS9100 REV D, DTD 2016-09 None 

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) 

listed in paragraph (a) of this clause and the requirement to flow down such standards, as 

applicable, to sub-tier subcontracts, in— 

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or 

(2) When the technical requirements of a subcontract require— 

(i) Control of such things as design, work operations, in-process control, testing, and 

inspection; or 

(ii) Attention to such factors as organization, planning, work instructions, documentation 

control, and advanced metrology. 

(End of clause) 

1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS (OCT 

1988) 

In accordance with the inspection clause of this contract, the Government intends to perform the 

following functions at the locations indicated: 

Item Quality Assurance Location Function 

* 

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80MSFC20C0034 P00016 

*It is not the intent for the Government to perform quality assurance inspections of hardware that 

the Government will not take delivery. In the case where it might be decided for the 

Government to take delivery, e.g. Active-Active-Docking-Adapter (AADA), government 

mandatory inspections would be determined as described in NPR 8735.002B, Management of 

Government Quality Assurance Functions for NASA Contracts, 8.0 Government Mandatory 

Inspection Points (GMIP). Note: DRD 1665CM-001, Active-Active Docking Adapter (AADA) 

Acceptance Data Package (ADP), has been drafted to describe deliverable documentation for 

hardware the Government will take delivery of. 

(End of clause) 

1852.246-73 HUMAN SPACE FLIGHT ITEM (MAR 1997) 

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SECTION F - DELIVERIES OR PERFORMANCE 

52.242-15 STOP-WORK ORDER (AUG 1989) 

MSFC 52.211-94 PERIOD OF PERFORMANCE (MAY 2017) 

The period of performance for this contract is from 05/13/2020 through 02/28/2025. 

(End of clause) 

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018) 

The Contractor shall perform the work under this contract at contractor’s facility, subcontractor 

facilities and NASA centers with approved GTAs, and at such other locations as may be 

approved in writing by the Contracting Officer. 

(End of clause) 

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SECTION G - CONTRACT ADMINISTRATION DATA 

1852.227-70 NEW TECHNOLOGY—OTHER THAN A SMALL BUSINESS FIRM OR 

NONPROFIT ORGANIZATION (APR 2015) 

(a) Definitions. As used in this clause— 

“Administrator” means the Administrator of the National Aeronautics and Space 

Administration (NASA) or duly authorized representative. 

“Contract” has the meaning provided in the Federal Acquisition Regulation (FAR), Subpart 

2.1-Definitions. 

“Made” means— 

(1) When used in relation to any invention other than a plant variety, the conception or 

first actual reduction to practice of the invention; or 

(2) When used in relation to a plant variety, that the Contractor has at least tentatively 

determined that the variety has been reproduced with recognized characteristics. 

“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 domestic 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. 

“Reportable item” means any invention, discovery, improvement, or innovation of the 

contractor, whether or not patentable or otherwise protectable under Title 35 of the United 

States Code, made in the performance of any work under any NASA contract or in the 

performance of any work that is reimbursable under any clause in any NASA contract 

providing for reimbursement of costs incurred before the effective date of the contract. 

Reportable items include, but are not limited to, new processes, machines, manufactures, and 

compositions of matter, and improvements to, or new applications of, existing processes, 

machines, manufactures, and compositions of matter. Reportable items also include new 

computer programs, and improvements to, or new applications of, existing computer 

programs, whether or not copyrightable or otherwise protectable under Title 17 of the United 

States Code. 

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“Small business firm” means a domestic small business concern as defined at 15 U.S.C. 632 

and implementing regulations of the Administrator of the Small Business Administration. 

(For the purpose of this definition, the criteria and size standard adopted in the FAR Subpart 

2.1 definitions for “small business concern” and for “small business subcontractor” will be 

used.) 

“Subject invention” means any reportable item 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.). 

(b) Allocation of principal rights. 

(1) Presumption of title. 

(i) Any reportable item that the Administrator considers to be a subject invention shall be 

presumed to have been made in the manner specified in paragraph (1)(A) or (1)(B) of 

Section 20135(b) of the National Aeronautics and Space Act (51 U.S.C. 20135(b)) 

(hereinafter “the Act”), and the above presumption shall be conclusive unless at the 

time of reporting the reportable item in accordance with paragraph (e)(2) of this clause 

the Contractor submits to the Contracting Officer a written statement, containing 

supporting details, demonstrating that the reportable item was not made in the manner 

specified in the Act. 

(ii) Regardless of whether title to a given subject invention would otherwise be subject to 

an advance waiver or is the subject of a petition for waiver as described in paragraph 

(b)(3) of this clause, the Contractor may nevertheless file the statement described in 

paragraph (b)(1)(i) of this clause. The Administrator will review the information 

furnished by the Contractor in any such statement and any other available information 

relating to the circumstances surrounding the making of the subject invention and will 

notify the Contractor whether the Administrator has determined that the subject 

invention was made in the manner specified in paragraph (1)(A) or (1)(B) of Section 

20135(b) of the Act. 

(2) Property rights in subject inventions. Each subject invention for which the presumption 

of paragraph (b)(1)(i) of this clause is conclusive or for which there has been a 

determination that it was made in the manner specified in paragraph (1)(A) or (1)(B) of 

Section 20135(b) of the Act shall be the exclusive property of the United States as 

represented by NASA unless the Administrator waives all or any part of the rights of the 

United States, as provided in paragraph (b)(3) of this clause. 

(3) Waiver of rights. 

(i) Section 20135(g) of the Act provides for the promulgation of regulations by which the 

Administrator may waive all or any part of the rights of the United States with respect 

to any invention or class of inventions made or that may be made under conditions 

specified in paragraph (1)(A) or (1)(B) of Section 20135(b) of the Act. The 

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promulgated NASA Patent Waiver Regulations, 14 CFR Part 1245, Subpart 1, provide 

procedures for the Contractor to submit petitions (requests) for waiver of rights and 

guidance for NASA in acting on petitions for such waiver of rights. 

(ii) As provided in 14 CFR 1245, Subpart 1, the Contractor may petition, either prior to 

execution of the contract or within 30 days after execution of the contract, for advance 

waiver of rights to any invention or class of inventions that may be made under a 

contract. If such a petition is not submitted, or if after submission it is denied, the 

Contractor (or an employee inventor of the Contractor) may petition for waiver of rights 

to an identified subject invention within eight months of first disclosure of invention in 

accordance with paragraph (e)(2) of this clause, or within such longer period as may be 

authorized in accordance with 14 CFR 1245.105. 

(c) Minimum rights reserved by the Government. 

(1) With respect to each subject invention for which a waiver of rights has been granted, the 

Government reserves— 

(i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of 

such invention throughout the world by or on behalf of the United States or any foreign 

government in accordance with any treaty or agreement with the United States; and 

(ii) Such other rights as stated in 14 CFR 1245.107. 

(2) Nothing contained in this paragraph (c) shall be considered to grant to the Government 

any rights with respect to any invention other than a subject invention. 

(d) Minimum rights to the Contractor. 

(1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free license in each 

patent application filed in any country on a subject invention in which the Government has 

title and in any resulting patent, unless the Contractor fails to disclose the subject invention 

within the times specified in paragraph (e)(2) of this clause. The Contractor’s license 

extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of 

which the Contractor is a party 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 Administrator 

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 Administrator 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 37 CFR 

Part 404, Licensing of Government Owned Inventions. The Contractor’s license will 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 

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reasonably accessible to the public. The license in any foreign country may be revoked or 

modified at the discretion of the Administrator 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 revoking or modifying the Contractor’s license, the Contractor will be provided a 

written notice of the Administrator’s intention to revoke or modify the license, and the 

Contractor will be allowed 30 days (or such other time as may be authorized by the 

Administrator for good cause shown) after the notice to show cause why the license should 

not be revoked or modified. The Contractor has the right to appeal to the Administrator 

any decision concerning the revocation or modification of its license. 

(e) Contractor’s obligations. 

(1) The Contractor shall establish and maintain active and effective procedures to assure that 

reportable items are promptly identified and disclosed to Contractor personnel responsible 

for the administration of this New Technology-Other than a Small Business Firm or 

Nonprofit Organization clause within six months of conception and/or first actual 

reduction to practice, whichever occurs first in the 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 the reportable items, and records 

that show that the procedures for identifying and disclosing reportable items 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. 

(2) The Contractor shall disclose in writing each reportable item to the Contracting Officer 

within two months after the inventor discloses it in writing to Contractor personnel 

responsible for the administration of this New Technology-Other than a Small Business 

Firm or Nonprofit Organization clause or within six months after the Contractor becomes 

aware that a reportable item has been made, whichever is earlier, but in any event for 

subject inventions before any on sale, public use, or publication of such invention known 

to the Contractor. The disclosure to the agency shall identify the inventor(s) or 

innovator(s) and this contract under which the reportable item was made. 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 reportable item. The disclosure 

shall also identify any publication, sale or offer for sale, or public use of any subject 

invention and whether a manuscript describing such 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 agency, the Contractor will promptly notify 

the agency of the acceptance of any manuscript describing a subject invention for 

publication or of any sale, offer for sale, or public use planned by the Contractor for such 

invention. 

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(3) The Contractor may use whatever format is convenient to disclose reportable items 

required in subparagraph (e)(2). NASA prefers that the Contractor use either the electronic 

or paper version of NASA Form 1679, Disclosure of Invention and New Technology 

(including computer software) to disclose reportable items. Both the electronic and paper 

versions of NASA Form 1679 may be accessed at the electronic New Technology 

Reporting Web site http://invention.nasa.gov. 

(4) The Contractor shall furnish the Contracting Officer the following: 

(i) Interim new technology summary reports every 12 months (or such longer period as 

may be specified by the Contracting Officer) from the date of the contract, listing 

reportable items during that period, and certifying that all reportable items have been 

disclosed (or that there are no such inventions). 

(ii) A final new technology summary report, within 3 months after completion of the 

contracted work, listing all reportable items or certifying that there were no such 

reportable items, and listing all subcontracts at any tier containing a patent rights clause 

or certifying that there were no such subcontracts. 

(5) The Contractor agrees, upon written request of the Contracting Officer, to furnish 

additional technical and other information available to the Contractor as is necessary for 

the preparation of a patent application on a subject invention and for the prosecution of the 

patent application, and to execute all papers necessary to file patent applications on subject 

inventions and to establish the Government’s rights in the subject inventions. 

(6) The Contractor agrees, subject to paragraph 27.302(j) of the Federal Acquisition 

Regulation (FAR), that the Government may duplicate and disclose subject invention 

disclosures and all other reports and papers furnished or required to be furnished pursuant 

to this clause. 

(f) 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 

actual 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 maintained the procedures required by paragraph 

(e)(1) of this clause; and 

(iii) The Contractor and its inventors have complied with the procedures. 

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(2) If the Contracting Officer learns of an unreported Contractor invention that the 

Contracting Officer believes may be a subject invention, the Contracting Officer may 

require the Contractor to disclose the invention to the agency for a determination of 

ownership rights. 

(3) Any examination of records under this paragraph will be subject to appropriate conditions 

to protect the confidentiality of the information involved. 

(g) 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 this 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 

reportable items pursuant to paragraph (e)(1) of this clause; 

(ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause; 

(iii) Deliver acceptable interim new technology summary reports pursuant to paragraph 

(e)(4)(i) of this clause or a final new technology summary report pursuant to (e) (4) (ii); 

or 

(iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4) 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 reportable items required by paragraph (e)(2) of this 

clause, and an acceptable final new technology summary report pursuant to paragraph 

(e)(4)(ii) of this clause. 

(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 rights. 

(h) Subcontracts. 

(1) Unless otherwise authorized or directed by the Contracting Officer, the Contractor shall— 

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(i) Include this clause (suitably modified to identify the parties) in any subcontract 

hereunder (regardless of tier) with other than a small business firm or nonprofit 

organization for the performance of experimental, developmental, or research work; or 

(ii) Include the clause at FAR 52.227-11, as modified by 1852.227-11, (suitably modified 

to identify the parties) in any subcontract hereunder (regardless of tier) with a small 

business firm or nonprofit organization for the performance of experimental, 

developmental, or research work; and 

(iii) Modify the applicable clause in any subcontract hereunder (regardless of tier) to 

identify the parties as follows: references to the Government are not changed, and in all 

references to the Contractor, the subcontractor is substituted for the Contractor so that 

the subcontractor has all rights and obligations of the Contractor in the clause. 

(2) In the event of a refusal by a prospective subcontractor to accept such a clause 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 

(1) Shall not proceed with such subcontract without the written authorization of the 

Contracting Officer. 

(2) In the case of subcontracts at any tier, the agency, subcontractor, and Contractor agree 

that the mutual obligations of the parties created by this clause constitute a contract 

between the subcontractor and NASA with respect to those matters covered by this 

clause. 

(3) The Contractor shall promptly notify the Contracting Officer in writing upon the 

award of any subcontract hereunder (regardless of tier) by identifying the subcontractor, 

the applicable patent rights clause in the subcontract, 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. 

(4) The subcontractor will retain all rights provided for the Contractor in the clause of 

subparagraph (h)(1)(i) or (ii) of this clause, whichever is included in the subcontract, 

and the Contractor will not, as part of the consideration for awarding the subcontract, 

obtain rights in the subcontractor’s subject inventions. 

(j) Preference for United States industry. Unless provided otherwise, no Contractor that 

receives title to any subject invention and no assignee of any such Contractor shall 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 

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requirement may be waived by the Administrator upon a showing by the Contractor or 

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. 

(End of clause) 

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND 

PATENT REPRESENTATIVE (APR 2015) 

(a) For purposes of administration of the clause of this contract entitled “New Technology— 

Other than a Small Business Firm or Nonprofit Organization” or “Patent Rights—Ownership 

by the Contractor,” whichever is included, the installation New Technology and Patent 

Representatives identified at http://prod.nais.nasa.gov/portals/pl/new_tech_pocs.html are 

hereby designated by the Contracting Officer to administer such clause for the appropriate 

installation: 

(b) Disclosures of reportable items and of subject inventions, interim new technology summary 

reports, final new technology summary reports, utilization reports, and other reports required 

by the applicable “New Technology” or “Patent Rights—Ownership by the Contractor” 

clause, as well as any correspondence with respect to such matters, shall be directed to the 

New Technology Representative unless transmitted in response to correspondence or request 

from the Patent Representative. Inquiries or requests regarding disposition of rights, election 

of rights, or related matters shall be directed to the Patent Representative. This clause shall be 

included in any subcontract hereunder requiring a “New Technology—Other than a Small 

Business Firm or Nonprofit Organization” clause or “Patent Rights—Ownership by the 

Contractor” clause, unless otherwise authorized or directed by the Contracting Officer. The 

respective responsibilities and authorities of the aforementioned representatives are set forth 

in 1827.305-270 of the NASA FAR Supplement. 

(End of clause) 

1852.232-80 SUBMISSION OF VOUCHERS/INVOICES FOR PAYMENT (APR 2018) 

(a) The designated payment office is the NASA Shared Services Center (NSSC) located at FMD 

Accounts Payable, Bldg. 1111, Jerry Hlass Road, Stennis Space Center, MS 39529. 

(b) Except for classified vouchers, the Contractor shall submit all vouchers and invoices using 

the steps described at NSSC’s Vendor Payment information web site at: 

https://www.nssc.nasa.gov/vendorpayment. Please contact the NSSC Customer Contact 

Center at 1-877-NSSC123 (1-877-677-2123) with any additional questions or comments. 

(c) Payment requests. 

(1) The payment periods are stipulated in the payment clause(s) contained in this contract. 

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(2) Vouchers submitted under cost type contracts and invoices submitted under fixed-price 

contracts shall include the items delineated in FAR 32.905(b) supported by relevant backup documentation. Back-up documentation shall include at a minimum, the following 

information: 

(i) Vouchers. 

(A) Breakdown of billed labor costs and associated contractor generated supporting 

documentation for billed direct labor costs to include rates used and number of hours 

incurred. 

(B) Breakdown of billed other direct costs (ODCs) and associated contractor generated 

supporting documentation for billed ODCs. 

(C) Indirect rate(s) used to calculate the amount of billed indirect expenses. 

(D) Progress reports, as required. 

(ii) Invoices. 

(A) Description of goods and services delivered as part of the contract’s terms and 

conditions, including the dates of delivery/performance. 

(B) Progress reports, as required. 

(C) Date goods and services were performed. 

(iii) Fee vouchers. 

(A) Listing of all provisionally-billed fee by period or date earned since contract award. 

(B) A reconciliation of all billed and earned fee. 

(C) A clear explanation of the fee calculations. 

(d) Non-electronic payment requests. The Contractor may submit a non-electronic 

voucher/invoice using the steps for non-electronic payment requests described at 

https://www.nssc.nasa.gov/vendorpayment, when any of the following conditions are met: 

(1) The Contracting Officer administering the contract for payment has determined, in 

writing, that electronic submission would be unduly burdensome to the Contractor. 

(2) The contract includes provisions allowing the contractor to submit vouchers or invoices 

using the steps for non-electronic payment. In such instances the Contractor agrees to 

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submit non-electronic payment requests using the method or methods specified in Section 

G of the contract. 

(e) Improper vouchers/invoices. The NSSC Payment Office will notify the contractor of any 

apparent error, defect, or impropriety in a voucher/invoice within seven calendar days of 

receipt by the NSSC Payment Office. Inquiries regarding requests for payment should be 

directed to the NSSC as specified in paragraph (b) of this section. 

(f) Other payment clauses. In addition to the requirements of this clause, the Contractor shall 

meet the requirements of the appropriate payment clauses in this contract when submitting 

payment requests. 

(g) In the event that amounts are withheld from payment in accordance with provisions of this 

contract, a separate payment request for the amount withheld will be required before payment 

for that amount may be made. 

(End of clause) 

1852.245-71 INSTALLATION—ACCOUNTABLE GOVERNMENT PROPERTY (JUN 

2018) 

(a) The Government property described in paragraph (c) of this clause may be made available to 

the Contractor on a no-charge basis for use in performance of this contract. This property 

shall be utilized only within the physical confines of the NASA installation that provided the 

property unless authorized by the Contracting Officer under (b)(1)(iv). Under this clause, the 

Government retains accountability for, and title to, the property, and the Contractor shall 

comply with the following: 

NASA Procedural Requirements (NPR) 4100.1, NASA Materials Inventory Management 

Manual; 

NASA Procedural Requirements (NPR) 4200.1, NASA Equipment Management Procedural 

Requirements; 

NASA Procedural Requirement (NPR) 4300.1, NASA Personal Property Disposal Procedural 

Requirements; 

N/A 

Property not recorded in NASA property systems must be managed in accordance with the 

requirements of the clause at FAR 52.245-1, as incorporated in this contract. 

The Contractor shall establish and adhere to a system of written procedures to assure 

continued, effective management control and compliance with these user responsibilities. In 

accordance with FAR 52.245-1(h)(1) the contractor shall be liable for property lost, damaged, 

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destroyed or stolen by the contractor or their employees when determined responsible by a 

NASA Property Survey Board, in accordance with the NASA guidance in this clause. 

(b)(1) The official accountable recordkeeping, financial control, and reporting of the property 

subject to this clause shall be retained by the Government and accomplished within NASA 

management information systems prescribed by the installation Supply and Equipment 

Management Officer (SEMO) and Financial Management Officer. If this contract provides 

for the Contractor to acquire property, title to which will vest in the Government, the 

following additional procedures apply: 

(i) The Contractor’s purchase order shall require the vendor to deliver the property to the 

installation central receiving area. 

(ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the 

vendor, to the installation central receiving area. 

(iii) The Contractor shall establish a record for Government titled property as required by 

FAR 52.245-1, as incorporated in this contract, and shall maintain that record until 

accountability is accepted by the Government. 

(iv) Contractor use of Government property at an off-site location and off-site 

subcontractor use requires advance approval of the Contracting Officer and notification 

of the Industrial Property Officer. The property shall be considered Government 

furnished and the Contractor shall assume accountability and financial reporting 

responsibility. The Contractor shall establish records and property control procedures 

and maintain the property in accordance with the requirements of FAR 52.245-1, 

Government Property (as incorporated in this contract), until its return to the 

installation. NASA Procedural Requirements related to property loans shall not apply to 

offsite use of property by contractors. 

(2) After transfer of accountability to the Government, the Contractor shall continue to 

maintain such internal records as are necessary to execute the user responsibilities 

identified in paragraph (a) of this clause and document the acquisition, billing, and 

disposition of the property. These records and supporting documentation shall be made 

available, upon request, to the SEMO and any other authorized representatives of the 

Contracting Officer. 

(c) The following property and services are provided if checked: 

[] (1) Office space, work area space, and utilities. Government telephones are available 

for official purposes only. 

[] (2) Office furniture. 

[] (3) Property listed in not applicable 

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(i) If the Contractor acquires property, title to which vests in the Government 

pursuant to other provisions of this contract, this property also shall become 

accountable to the Government upon its entry into Government records. 

(ii) The Contractor shall not bring to the installation for use under this contract any 

property owned or leased by the Contractor, or other property that the Contractor 

is accountable for under any other Government contract, without the Contracting 

Officer’s prior written approval. 

[] (4) Supplies from stores stock. 

[] (5) Publications and blank forms stocked by the installation. 

[] (6) Safety and fire protection for Contractor personnel and facilities. 

[] (7) Installation service facilities: none at this time 

[] (8) Medical treatment of a first-aid nature for Contractor personnel injuries or illnesses 

sustained during on-site duty. 

[] (9) Cafeteria privileges for Contractor employees during normal operating hours. 

[] (10) Building maintenance for facilities occupied by Contractor personnel. 

[] (11) Moving and hauling for office moves, movement of large equipment, and delivery 

of supplies. Moving services may be provided on-site, as approved by the 

Contracting Officer. 

(End of clause) 

1852.245-73 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF 

CONTRACTORS (JAN 2017) 

(a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the 

Custody of Contractors, in accordance with this clause, the instructions on the form and NFS 

subpart 1845.71, and any supplemental instructions for the current reporting period issued by 

NASA. 

(b)(1) Subcontractor use of NF 1018 is not required by this clause; however, the Contractor shall 

include data on property in the possession of subcontractors in the annual NF 1018. 

(2) The Contractor shall mail the original signed NF 1018 directly to the cognizant NASA 

Center Industrial Property Officer and a copy to the cognizant NASA Center Deputy Chief 

Financial Officer, Finance, unless the Contractor uses the NF 1018 Electronic Submission 

System (NESS) for report preparation and submission. 

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(3) One copy shall be submitted (through the Department of Defense (DOD) Property 

Administrator if contract administration has been delegated to DOD) to the following 

address: MSFC IPO , unless the Contractor uses the NF 1018 Electronic Submission 

System (NESS) for report preparation and submission. 

(c)(1) The annual reporting period shall be from October 1 of each year through September 30 of 

the following year. The report shall be submitted in time to be received by October 31st. 

The information contained in these reports is entered into the NASA accounting system to 

reflect current asset values for agency financial statement purposes. Therefore, it is 

essential that required reports be received no later than October 31st. 

(2) Some activity may be estimated for the month in which the report is submitted, if 

necessary, to ensure the NF 1018 is received when due. However, contractors’ procedures 

must document the process for developing these estimates based on planned activity such 

as planned purchases or NASA Form 533 (NF 533) Contractor Financial Management 

Report) cost estimates. It should be supported and documented by historical experience or 

other corroborating evidence, and be retained in accordance with FAR Subpart 4.7, 

Contractor Records Retention. Contractors shall validate the reasonableness of the 

estimates and associated methodology by comparing them to the actual activity once that 

data is available, and adjust them accordingly. In addition, differences between the 

estimated cost and actual cost must be adjusted during the next reporting period. 

Contractors shall have formal policies and procedures, which address the validation of NF 

1018 data, including data from subcontractors, and the identification and timely reporting 

of errors. The objective of this validation is to ensure that information reported is accurate 

and in compliance with the NASA FAR Supplement. If errors are discovered on NF 1018 

after submission, the contractor shall contact the cognizant NASA Center Industrial 

Property Officer (IPO) within 30 days after discovery of the error to discuss corrective 

action. 

(3) In addition to an annual report, if at any time during performance of the contract, NASAowned property in the custody of the Contractor has a value of $10 million or more, the 

Contractor shall also submit a report no later than the 21st of each month in accordance 

with the requirements of paragraph (c)(2) of this clause. 

(4) The Contracting Officer may, in NASA’s interest, withhold payment until a reserve not 

exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been 

set aside, if the Contractor fails to submit annual NF 1018 reports in accordance with NFS 

subpart 1845.71, any monthly report in accordance with (c)(3) of this clause, and any 

supplemental instructions for the current reporting period issued by NASA. Such reserve 

shall be withheld until the Contracting Officer has determined that NASA has received the 

required reports. The withholding of any amount or the subsequent payment thereof shall 

not be construed as a waiver of any Government right. 

(d) A final report shall be submitted within 30 days after disposition of all property subject to 

reporting when the contract performance period is complete in accordance with paragraph 

(b)(1) through (3) of this clause. 

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(End of clause) 

1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011) 

1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR 

52.245-1 (JAN 2011) 

For performance of work under this contract, the Government will make available Government 

property identified below or in Attachment J-1 SOW of this contract on a no charge-for-use 

basis pursuant to the clause at FAR 52.245-1, Government Property, as incorporated in this 

contract. The Contractor shall use this property in the performance of this contract at locations in 

accordance with NASA agreements , and at other location(s) as may be approved by the 

Contracting Officer. Under FAR 52.245-1, the Contractor is accountable for the identified 

property. 

(End of clause) 

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY 

(AUG 2015) 

1852.245-82 OCCUPANCY MANAGEMENT REQUIREMENTS (SEP 2017) 

(a) In addition to the requirements of the clause at FAR 52.245-1, Government Property, as 

included in this contract, the Contractor shall comply with the following in performance of 

work in and around Government real property: 

(1) NPD 8800.14, Policy for Real Estate Management. 

(2) NPR 8831.2, Facilities Maintenance and Operations Management. 

N/A 

(b) The Contractor shall obtain the written approval of the Contracting Officer before installing 

or removing Contractor-owned property onto or into any Government real property or when 

movement of Contractor-owned property may damage or destroy Government-owned 

property. The Contractor shall restore damaged property to its original condition at the 

Contractor’s expense. 

(c) The Contractor shall not acquire, construct or install any fixed improvement or structural 

alterations in Government buildings or other real property without the advance, written 

approval of the Contracting Officer. Fixed improvement or structural alterations, as used 

herein, means any alteration or improvement in the nature of the building or other real 

property that, after completion, cannot be removed without substantial loss of value or 

damage to the premises. Title to such property shall vest in the Government. 

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(d) The Contractor shall report any real property or any portion thereof when it is no longer 

required for performance under the contract, as directed by the Contracting Officer. 

(End of clause) 

MSFC 52.204-91 SECURITY AND BADGING REQUIREMENTS (NOV 2016) 

Performance of this contract will require access to facilities, information technology systems, 

and other resources at the Marshall Space Flight Center and/or the Michoud Assembly Facility. 

To obtain and maintain access, the Contractor shall comply with the applicable requirements 

from the latest revision of (1) NASA Procedural Requirements (NPR) 1600.1, “NASA Security 

Program Procedural Requirements,” (2) NPR 1600.4, “Identity and Credential Management,” (3) 

Marshall Procedural Requirements (MPR) 1600.1, “MSFC Security Program Procedural 

Requirements,” (4) MPR 1600.4, “MSFC Identity, Credential, and Access Management,” and (5) 

NASA Advisory Implementing Instruction (NAII) 1600.4, “Foreign National Access 

Management.” 

(End of clause) 

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SECTION H - SPECIAL CONTRACT REQUIREMENTS 

1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING 

(DEC 2015) 

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, 

damage to or loss of equipment or property, or damage to the environment. NASA’s safety 

priority is to protect: (1) the public, (2) astronauts and pilots, (3) the NASA workforce 

(including contractor employees working on NASA contracts), and (4) high-value equipment 

and property. 

(b) The Contractor shall take all reasonable safety and occupational health measures in 

performing this contract. The Contractor shall maintain an effective worksite safety and 

health program with organized and systematic methods to— 

(1) Comply with Federal, State, and local safety and occupational health laws and with the 

safety and occupational health requirements of this contract; 

(2) Describe and assign the responsibilities of managers, supervisors, and employees; 

(3) Inspect regularly for and identify, evaluate, prevent, and control hazards; 

(4) Orient and train employees to eliminate or avoid hazards; and 

(5) Periodically review the program’s effectiveness. 

Authorized Government representatives shall have access to and the right to examine the 

work site and related records under this Contract in order to determine the adequacy of the 

Contractor’s safety and occupational health measures. 

(c) The Contractor shall take, or cause to be taken, any other safety, and occupational health 

measures the Contracting Officer may reasonably direct. To the extent that the Contractor 

may be entitled to an equitable adjustment for those measures under the terms and conditions 

of this contract, the equitable adjustment shall be determined pursuant to the procedures of the 

changes clause of this contract; provided, that no adjustment shall be made under this Safety 

and Health clause for any change for which an equitable adjustment is expressly provided 

under any other clause of the contract. 

(d) The Contractor shall immediately notify the Contracting Officer or a designee any Type A, 

B, C, or D Mishap, or close calls as defined in NASA Procedural Requirement (NPR) 8621.1, 

Mishap and Close Call Reporting, Investigating, and Recordkeeping. In addition, service 

contractors (excluding construction contracts) shall provide quarterly reports specifying losttime frequency rate, number of lost-time injuries, exposure, and accident/incident dollar 

losses as specified in the contract Schedule. 

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(e) The Contractor shall cooperate with any Government-authorized investigation of Type A, B, 

C, or D Mishaps, or Close Calls reported pursuant to paragraph (d) of this clause by providing 

access to employees; and relevant information in the possession of the Contractor regarding 

the mishap or close call. 

(f)(1) The Contracting Officer may notify the Contractor of any noncompliance with this clause 

and specify corrective actions to be taken. When the Contracting Officer becomes aware 

of noncompliance that may pose a serious or imminent danger to safety and health of the 

public, astronauts and pilots, the NASA workforce (including contractor employees 

working on NASA contracts), or high value mission critical equipment or property, the 

Contracting Officer will notify the Contractor orally, with written confirmation. The 

Contractor shall promptly take any necessary corrective action. 

(2) If the Contractor fails or refuses to institute prompt corrective action in accordance with 

subparagraph (f)(1) of this clause, the Contracting Officer may— 

(i) Invoke the stop-work order clause in this contract; 

(ii) Require the Contractor to remove and replace Contractor or subcontractor personnel 

who fail to comply with or violate applicable requirements of this clause; 

(iii) Record the Contractor’s failure to comply in the appropriate databases of past 

performance; and 

(iv) Consider the Contractor’s failure to comply in any responsibility determination or 

evaluation of past performance. 

(g) The Contractor shall insert the substance of this clause, including this paragraph (g) in all 

subcontracts above the simplified acquisition threshold when the work will be conducted 

completely or partly on federally-controlled facilities. 

(End of clause) 

1852.223-72 SAFETY AND HEALTH (SHORT FORM) (JUL 2015) 

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness; 

damage to or loss of equipment or property, or damage to the environment. NASA is 

committed to protecting the safety and health of the public, our team members, and those 

assets that the Nation entrusts to the Agency. 

(b) The Contractor shall have a documented, comprehensive and effective health and safety 

program with a proactive process to identify, assess, and control hazards and take all 

reasonable safety and occupational health measures consistent with standard industry practice 

in performing this contract. 

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(c) The Contractor shall insert the substance of this clause, including this paragraph (c) in 

subcontracts that exceed the simplified acquisition threshold where work will be conducted 

completely or partly on Federally-controlled facilities. 

(End of clause) 

1852.223-75 MAJOR BREACH OF SAFETY OR SECURITY (FEB 2002) 

(a) Safety is the freedom from those conditions that can cause death, injury, occupational illness, 

damage to or loss of equipment or property, or damage to the environment. Safety is essential 

to NASA and is a material part of this contract. NASA’s safety priority is to protect: (1) The 

public; (2) astronauts and pilots; (3) the NASA workforce (including contractor employees 

working on NASA contracts); and (4) high-value equipment and property. A major breach of 

safety may constitute a breach of contract that entitles the Government to exercise any of its 

rights and remedies applicable to material parts of this contract, including termination for 

default. A major breach of safety must be related directly to the work on the contract. A major 

breach of safety is an act or omission of the Contractor that consists of an accident, incident, 

or exposure resulting in a fatality or mission failure; or in damage to equipment or property 

equal to or greater than $1 million; or in any “willful” or “repeat” violation cited by the 

Occupational Safety and Health Administration (OSHA) or by a state agency operating under 

an OSHA approved plan. 

(b) Security is the condition of safeguarding against espionage, sabotage, crime (including 

computer crime), or attack. A major breach of security may constitute a breach of contract 

that entitles the Government to exercise any of its rights and remedies applicable to material 

parts of this contract, including termination for default. A major breach of security may occur 

on or off Government installations, but must be related directly to the work on the contract. A 

major breach of security is an act or omission by the Contractor that results in compromise of 

classified information, illegal technology transfer, workplace violence resulting in criminal 

conviction, sabotage, compromise or denial of information technology services, equipment or 

property damage from vandalism greater than $250,000, or theft greater than $250,000. 

(c) In the event of a major breach of safety or security, the Contractor shall report the breach to 

the Contracting Officer. If directed by the Contracting Officer, the Contractor shall conduct its 

own investigation and report the results to the Government. The Contractor shall cooperate 

with the Government investigation, if conducted. 

(End of clause) 

1852.225-70 EXPORT LICENSES (FEB 2000) 

(a) The Contractor shall comply with all U.S. export control laws and regulations, including the 

International Traffic in Arms Regulations (ITAR), 22 CFR parts 120-130, and the Export 

Administration Regulations (EAR), 15 CFR parts 730-799, in the performance of this 

contract. In the absence of available license exemptions/exceptions, the Contractor shall be 

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responsible for obtaining the appropriate licenses or other approvals, if required, for exports 

of hardware, technical data, and software, or for the provision of technical assistance. 

(b) The Contractor shall be responsible for obtaining export licenses, if required, before utilizing 

foreign persons in the performance of this contract, including instances where the work is to 

be performed on-site at NASA Installations, where the foreign person will have access to 

export-controlled technical data or software. 

(c) The Contractor shall be responsible for all regulatory record keeping requirements associated 

with the use of licenses and license exemptions/exceptions. 

(d) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its 

subcontractors. 

(End of clause) 

1852.228-76 CROSS-WAIVER OF LIABILITY FOR INTERNATIONAL SPACE 

STATION ACTIVITIES (OCT 2012) 

(DEVIATED) 

This ISS Cross Waiver is applicable to the civil lunar Gateway (including all Artemis) contracts, 

which is considered an evolutionary capability of the ISS pursuant to Article 14 of the IGA. 

(a) The Intergovernmental Agreement for the International Space Station (“ISS”) 

(hereinafter, the “IGA”) contains a cross-waiver of liability provision to encourage participation 

in the exploration, exploitation, and use of outer space through the ISS and any addition of 

evolutionary capabilities utilizing Article 14 of the IGA, including the civil lunar Gateway (the 

“Gateway”). The cross-waiver of liability in this clause is intended to be broadly construed to 

achieve this objective. 

(b) As used in this clause and for purposes of this Contract, the term: 

(1) “Agreement” refers to any NASA Space Act agreement or contract that contains the 

cross-waiver of liability provision authorized by 14 CFR Part 1266.102. 

(2) “Damage” means: 

(i) Bodily injury to, or other impairment of health of, or death of, any person; 

(ii) Damage to, loss of, or loss of use of any property; 

(iii) Loss of revenue or profits; or 

(iv) Other direct, indirect, or consequential Damage. 

(3) “Launch” means the intentional ignition of the first-stage motor(s) of the Launch Vehicle 

intended to place or try to place a Launch Vehicle (which may or may not include any Transfer 

Vehicle, Payload or crew) from Earth: 

(i) in a suborbital trajectory; 

(ii) in Earth orbit in outer space; 

(iii) in lunar orbit; or 

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(iv) otherwise in outer space, 

(v) including Launch Services activities involved in the preparation of a Launch Vehicle, 

Transfer Vehicle or Payload for launch. 

(4) “Launch Services” means: 

(i) Activities involved in the preparation of a Launch Vehicle, Transfer Vehicle, Payload, or 

crew (including crew training), if any, for launch; and 

(ii) The conduct of a Launch. 

(5) “Launch Vehicle” means an object, or any part thereof, intended for launch, launched 

from Earth, or returning to Earth which carries Payloads or persons, or both. 

(6) “Partner State” includes each Contracting Party for which the Agreement Among the 

Government of Canada, Governments of Member States of the European Space Agency, the 

Government of Japan, The Government of the Russian Federation, and the Government of the 

United States of America concerning Cooperation on the Civil International Space Station (IGA) 

has entered into force, pursuant to Article 25 of the IGA or pursuant to any successor Agreement. 

A Partner State includes its Cooperating Agency. It also includes any entity specified in the 

Memorandum of Understanding (MOU) between NASA and the Government of Japan's 

Cooperating Agency in the implementation of that MOU. 

(7) “Party” means a party to an Agreement involving activities in connection with the 

Gateway, including the Parties to this Contract. 

(8) “Payload” means all property to be flown or used on or in a Launch Vehicle, Transfer 

Vehicle, and/or the Gateway and element(s) thereof. 

(9) “Protected Space Operations” means all Launch or Transfer Vehicle activities, Gateway 

activities, and Payload activities on Earth, in outer space, or in transit between Earth and outer 

space performed in implementation of the IGA, MOUs concluded pursuant to the IGA, 

implementing arrangements, and contracts to perform work in support of NASA’s obligations 

under these Agreements. It includes, but is not limited to: 

(i) Research, design, development, test, manufacture, assembly, integration, operation, or 

use of Launch or Transfer Vehicles, the Gateway, Payloads, or instruments, as well as related 

support equipment and facilities and services; and 

(ii) All activities related to ground support, test, training, simulation, or guidance and control 

equipment and related facilities or services. “Protected Space Operations” also includes all 

activities related to evolution of the ISS (which includes Gateway), as provided for in Article 14 

of the IGA. “Protected Space Operations” excludes activities on Earth which are conducted on 

return from the Gateway to develop further a Payload's product or process for use other than for 

Gateway-related activities in implementation of the IGA. 

(10) “Reentry” means to purposefully return or attempt to return, through completion of 

recovery, a Transfer Vehicle, Payload, or crew from the Gateway, Earth orbit, or outer space to 

Earth. 

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(11) “Reentry Services” means: 

(i) Activities involved in the preparation of a Transfer Vehicle, Payload, or crew (including 

crew training), if any, for Reentry; and 

(ii) The conduct of a Reentry through completion of recovery. 

(12) “Related Entity” means: 

(i) A contractor or subcontractor of a Party or a Partner State at any tier; 

(ii) A user or customer of a Party or a Partner State at any tier; or 

(iii) A contractor or subcontractor of a user or customer of a Party or a Partner State at any 

tier. The terms “contractor” and “subcontractor” include suppliers of any kind. 

(13) “Space Station” means the International Space Station, and any additional evolutionary 

capabilities made pursuant to Article 14 of the IGA, including the civil lunar Gateway. 

(14) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or 

persons or both between two different space objects, between two different locations on the same 

space object, or between a space object and the surface of a celestial body. A Transfer Vehicle 

also includes a vehicle that departs from and returns to the same location on a space object. 

(c) Cross-waiver of liability: 

(1) The Contractor agrees to a cross-waiver of liability pursuant to which it waives all claims 

against any of the entities or persons listed in paragraphs (c)(1)(i) through (c)(1)(iv) of this 

clause based on Damage arising out of Protected Space Operations. This cross-waiver shall apply 

only if the person, entity, or property causing the Damage is involved in Protected Space 

Operations and the person, entity, or property damaged is damaged by virtue of its involvement 

in Protected Space Operations. The cross-waiver shall apply to any claims for Damage, whatever 

the legal basis for such claims, against: 

(i) A Party as defined in (b)(7) of this clause; 

(ii) A Partner State, including the United States of America; 

(iii) A Related Entity of any entity identified in paragraph (c)(1)(i) or (c)(1)(ii) of this clause; 

or 

(iv) The employees of any of the entities identified in paragraphs (c)(1)(i) through (c)(1)(iii) 

of this clause. 

(2) In addition, the contractor shall, by contract or otherwise, extend the cross-waiver of 

liability set forth in paragraph (c)(1) of this clause, to its Related Entities by requiring them, by 

contract or otherwise, to: 

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) through 

(c)(1)(iv) of this clause; and 

(ii) Require that their Related Entities waive all claims against the entities or persons 

identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause. 

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims 

arising from the Convention on International Liability for Damage Caused by Space Objects, 

which entered into force on September 1, 1972, where the person, entity, or property causing the 

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Damage is involved in Protected Space Operations and the person, entity, or property damaged is 

damaged by virtue of its involvement in Protected Space Operations. 

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not 

be applicable to: 

(i) Claims between the Contractor and its own Related Entities or between its Related 

Entities; 

(ii) Claims made by a natural person, his/her estate, survivors or subrogees (except when a 

subrogee is a Party to an Agreement or is otherwise bound by the terms of this cross-waiver) for 

bodily injury to, or other impairment of health of, or death of, such person; 

(iii) Claims for Damage caused by willful misconduct; 

(iv) Intellectual property claims; 

(v) Claims for Damage resulting from a failure of the contractor to extend the cross-waiver 

of liability to its subcontractors or related entities, pursuant to paragraph (c)(2) of this clause; 

(vi) Claims by the Government arising out of or relating to the contractor’s failure to perform 

its obligations under this Contract. 

(5) Nothing in this clause shall be construed to create the basis for a claim or suit where none 

would otherwise exist. 

(d) Waiver of claims Between the Government and Contractor: 

(1) This clause provides for a reciprocal waiver of claims between the Government and the 

Contractor and their Related Entities as described in paragraph (c) above, except that the 

Government shall waive such claims only to the extent such claims exceed the maximum amount 

of the Contractor’s insurance or financial capability required under paragraph (f) below. This 

reciprocal waiver of claims shall not apply to rights and obligations arising from the application 

of any of the other clauses in the contract or to rights and obligations arising from activities that 

are not within the scope of this Contract. 

(2) Pursuant to paragraph (c)(2), the Contractor shall extend this waiver of claims to its 

Related Entities by requiring them, by contract or otherwise, to waive all claims against the 

Government and its Related Entities. 

(e) If the Contractor is required to obtain a Federal Aviation Administration (FAA) license in 

accordance with 51 U.S.C. 50901 et seq., for all Launch Services and Reentry Services 

performed under this Contract, this waiver of claims shall not be applicable to activities under 

this Contract that are subject to the FAA license. This waiver of claims shall cover all other 

activities performed under this Contract. 

(f) Throughout the performance of the contract, the Contractor shall maintain insurance, or 

demonstrate financial capability to compensate, for damages (as defined in paragraph (b)(2)(ii)) 

to U.S. Government property, except for: 

(i) damage to Gateway element(s) on-orbit; 

(ii) damage or loss resulting from the willful misconduct of the Government or its 

employees; and 

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(iii) damage to U.S. Government property that is otherwise covered pursuant to insurance 

required for FAA licensing. 

For the avoidance of doubt, for obligations within this (f) clause, the Contractor is not required to 

obtain insurance or demonstrate financial capability for any damages caused to the Gateway 

element(s) that occur on orbit during performance of this Contract. 

Such insurance shall be an amount up to $100 million, or the maximum amount available in the 

market at reasonable cost, subject to approval by the Contracting Officer. Financial capability, if 

authorized by the Contracting Officer, shall be in the amount of $100 million. The Contractor 

shall provide acceptable evidence of the insurance or financial capability to the Contracting 

Officer, subject to Contracting Officer approval. Insurance policies shall name the United States 

Government as an additional insured party. Once approved by the Contracting Officer, insurance 

policies may not be modified or canceled without the prior, written approval of the Contracting 

Officer. In the event any losses or damages are covered by such insurance, the Government may, 

at its discretion, request that insurance proceeds be applied directly to the repair or replacement 

of such damage or loss, rather than paid directly to the Government. The Government may 

request that all insurance proceeds be made payable directly to the party making the repairs or 

providing a replacement. Such repair or replacement shall be to the satisfaction of the 

Contracting Officer. If losses or damages exceed available insurance, the Government shall have 

the right to prioritize the application of insurance proceeds. 

(End of Clause) 

1852.228-78 CROSS-WAIVER OF LIABILITY FOR SCIENCE OR SPACE 

EXPLORATION ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE 

STATION (OCT 2012) 

(DEVIATED) 

(a) Applicability. The purpose of this clause is to extend a cross-waiver of liability to NASA 

contracts for work done in support of Agreements between Parties involving Science or 

Space Exploration activities that are not related to the International Space Station (ISS) or 

Gateway but involve a launch. This cross-waiver of liability shall be broadly construed to 

achieve the objective of furthering participation in space exploration, use, and investment. 

(b) Definitions. As used in this clause, the term: 

(1) “Agreement” refers to any contract or NASA Space Act agreement that contains the 

cross-waiver of liability provision authorized in 14 CFR Part 1266.104. 

(2) "Damage" means: 

(i) Bodily injury to, or other impairment of health of, or death of, any person; 

(ii) Damage to, loss of, or loss of use of any property; 

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(iii) Loss of revenue or profits; or 

(iv) Other direct, indirect, or consequential Damage; 

(3) “Launch” means the intentional ignition of the first-stage motor(s) of the Launch 

Vehicle intended to place or try to place a Launch Vehicle (which may or may not 

include any Transfer Vehicle, Payload or crew) from Earth:

(i) in a suborbital trajectory; 

(ii) in Earth orbit in outer space; 

(iii) in lunar orbit; or 

(iv) otherwise in outer space, 

(v) including Launch Services activities involved in the preparation of a Launch 

Vehicle, Transfer Vehicle or Payload for launch. 

(4) “Launch Services” means: 

(i) Activities involved in the preparation of a Launch Vehicle, Transfer Vehicle, 

Payload, or crew (including crew training), if any, for launch; and 

(ii) The conduct of a Launch. 

(5) “Launch Vehicle” means an object, or any part thereof, intended for launch, launched 

from Earth, or returning to Earth which carries Payloads or persons, or both. 

(6) "Party" means a party to an Agreement involving activities in connection with the 

Artemis program, including the Parties to this contract. 

(7) "Payload" means all property to be flown or used on or in a Launch Vehicle, Transfer 

Vehicle, and/or Orion and element(s) thereof. 

(8) "Protected Space Operations" means all Launch or Transfer Vehicle activities and 

Payload activities on Earth, in outer space, or in transit between Earth and outer space in 

implementation of an Agreement for Science or Space Exploration activities unrelated to 

the ISS or Gateway that involves a launch. 

(i) Protected Space Operations includes, but is not limited to: 

(A) Research, design, development, test, manufacture, assembly, integration, 

operation, or use of Launch or Transfer Vehicles, Payloads, or instruments, as 

well as related support equipment and facilities and services; and 

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(B) All activities related to ground support, test, training, simulation, or guidance 

and control equipment, and related facilities or services. 

(ii) Protected Space Operations excludes: 

(A) Activities on Earth which are conducted on return from space to develop 

further a payload's product or process other than for the activities within the scope 

of an Agreement; and 

(B) Activities on the lunar surface. 

(9) “Reentry” means to purposefully return or attempt to return, through completion of 

recovery, a Transfer Vehicle, Payload, or crew from the Gateway, Earth orbit, or outer 

space to Earth. 

(10) “Reentry Services” means: 

(i) Activities involved in the preparation of a Transfer Vehicle, Payload, or crew 

(including crew training), if any, for Reentry; and 

(ii) The conduct of a Reentry through completion of recovery. 

(11) "Related entity" means: 

(i) A contractor or subcontractor of a Party at any tier; 

(ii) A user or customer of a Party at any tier; or 

(iii) A contractor or subcontractor of a user or customer of a Party at any tier. The 

terms "contractors" and "subcontractors" include suppliers of any kind. 

(12) “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads 

or persons or both between two different space objects, between two different locations 

on the same space object, or between a space object and the surface of a celestial body. A 

Transfer Vehicle also includes a vehicle that departs from and returns to the same 

location on a space object.

(c) Cross-waiver of liability. 

(1) The Contractor agrees to a waiver of liability pursuant to which it waives all claims 

against any of the entities or persons listed in paragraphs (c)(1)(i) through (c)(1)(iv) of 

this clause based on Damage arising out of Protected Space Operations. This crosswaiver shall apply only if the person, entity, or property causing the Damage is involved 

in Protected Space Operations and the person, entity, or property damaged is damaged by 

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virtue of its involvement in Protected Space Operations. The waiver shall apply to any 

claims for Damage, whatever the legal basis for such claims, against—

(i) A Party; 

(ii) A Party to another NASA Agreement or contract that includes flight on the same 

Launch Vehicle; 

(iii) A Related Entity of any entity identified in paragraphs (c)(1)(i) or (c)(1)(ii) of 

this clause; or 

(iv) The employees of any of the entities identified in (c)(1)(i) through (iii) of this 

clause. 

(2) The Contractor agrees to extend the cross-waiver of liability as set forth in paragraph 

(c)(1) of this clause to its own subcontractors at all tiers by requiring them, by contract or 

otherwise, to: 

(i) Waive all claims against the entities or persons identified in paragraphs (c)(1)(i) 

through (c)(1)(iv) of this clause; and 

(ii) Require that their Related Entities waive all claims against the entities or persons 

identified in paragraphs (c)(1)(i) through (c)(1)(iv) of this clause. 

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of 

claims arising from the Convention on International Liability for Damage Caused by 

Space Objects, entered into force on 1 September 1972, in which the person, entity, or 

property causing the Damage is involved in Protected Space Operations and the person, 

entity, or property damaged is damaged by virtue of its involvement in Protected Space 

Operations. 

(4) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall 

not be applicable to: 

(i) Claims between the Contractor and its own Related Entities or between its Related 

Entities; 

(ii) Claims made by a natural person, his/her estate, survivors, or subrogees (except 

when a subrogee is a Party to an Agreement or is otherwise bound by the terms of this 

cross-waiver) for bodily injury to, or other impairment of health, or death of such 

person; 

(iii) Claims for Damage caused by willful misconduct; 

(iv) Intellectual property claims; 

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(v) Claims for damages resulting from a failure of the contractor to extend the crosswaiver of liability to its subcontractors and related entities, pursuant to paragraph 

(c)(2) of this clause; or 

(vi) Claims by the Government arising out of or relating to a contractor’s failure to 

perform its obligations under this contract. 

(d) Waiver of claims between the Government and Contractor. 

(1) This clause provides for a reciprocal waiver of claims between the Government and 

the Contractor and their Related Entities as described in paragraph (c) above, except that 

the Government shall waive such claims only to the extent such claims exceed the 

maximum amount of the Contractor’s insurance or financial capability as required under 

paragraph (e), below. This reciprocal waiver of claims shall not apply to rights and 

obligations arising from the application of any of the other clauses in the contract or to 

rights and obligations arising from activities that are not within the scope of this contract. 

(2) Pursuant to paragraph (c)(2), the Contractor shall extend this waiver of claims to its 

Related Entities by requiring them, by contract or otherwise, to waive all claims against 

the Government and its Related Entities. 

(e) Insurance and financial capability requirements. 

(i) Throughout the performance of the contract, the Contractor shall maintain insurance, 

or demonstrate financial capability to compensate, for damage to U.S. Government 

property, except for: 

(A) Damage to Orion on-orbit; 

(B) Damage or loss resulting from the willful misconduct of the Government or its 

employees; or 

(C) Damage to U.S. Government property that is otherwise covered pursuant to the 

insurance required for FAA licensing. 

(ii) The insurance required by paragraph (e)(i) shall be in the amount of $100 million, or 

a lesser amount that is the maximum amount available in the market at reasonable cost, 

subject to approval by the Contracting Officer. Financial capability, if authorized by the 

Contracting Officer, shall be in the amount of $100 million. 

(iii) Insurance policies shall name the United States Government as an additional insured 

party. 

(iv) The Contractor shall provide evidence of the insurance or financial capability to the 

Contracting Officer upon request, and such insurance or financial capability is subject to 

Contracting Officer approval. Once approved by the Contracting Officer, the Contractor 

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shall not modify or cancel the insurance policy without the prior, written approval of the 

Contracting Officer. 

(v) In the event any losses or damages are covered by insurance, the Government may, at 

its discretion, request that insurance proceeds be applied directly to the repair or 

replacement of such damage or loss, rather than paid directly to the Government. The 

Government may request that all insurance proceeds be made payable directly to the 

party making the repairs or providing a replacement. Such repair or replacement shall be 

to the satisfaction of the Contracting Officer. If losses or damages exceed available 

insurance, the Government shall have the right to prioritize the application of insurance 

proceeds. 

(f) Exclusion for FAA-licensed activities. If the Contractor is required to obtain a Federal 

Aviation Administration (FAA) license in accordance with 51 U.S.C. 50901 et seq., for any 

Launch Services or Reentry Services performed under this contract, this waiver of claims 

shall not be applicable to activities under this contract that are subject to the FAA license. 

(g) Basis for a claim or suit. Nothing in this clause shall be construed to create the basis for a 

claim or suit where none would otherwise exist. 

(End of clause) 

1852.232-77 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (MAR 1989) 

(a) Of the total price of items 0001 through 0010, the sum of $537,610,916.24 is presently 

available for payment and allotted to this contract. It is anticipated that from time to time 

additional funds will be allocated to the contract in accordance with the following 

schedule, until the total price of said items is allotted: 

SCHEDULE FOR ALLOTMENT OF FUNDS 

Date Amounts 

TBD $2,493,845,005 

(b)The Contractor agrees to perform or have performed work on the items specified in paragraph 

(a)of this clause up to the point at which, if this contract is terminated pursuant to 

the Termination for Convenience of the Government clause of this contract, the 

total amount payable by the Government (including amounts payable for 

subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that 

clause would, in the exercise of reasonable judgment by the Contractor, 

approximate the total amount at the time allotted to the contract. The Contractor 

is not obligated to continue performance of the work beyond that point. The 

Government is not obligated in any event to pay or reimburse the Contractor 

more than the amount from time to time allotted to the contract, anything to the 

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contrary in the Termination for Convenience of the Government clause 

notwithstanding. 

(c)(1) It is contemplated that funds presently allotted to this contract will cover the 

work to be performed until January 31, 2022. 

(2) If funds allotted are considered by the Contractor to be inadequate to cover the 

work to be performed until that date, or an agreed date substituted for it, the 

Contractor shall notify the Contracting Officer in writing when within the next 60 

days the work will reach a point at which, if the contract is terminated pursuant to 

the Termination for Convenience of the Government clause of this contract, the 

total amount payable by the Government (including amounts payable for 

subcontracts and settlement costs) pursuant to paragraphs 

(f) and (g) of that clause will approximate 75 percent of the total amount then 

allotted to the contract. 

(3)(i) The notice shall state the estimate when the point referred to in paragraph 

(c)(2) of this clause will be reached and the estimated amount of additional 

funds required to continue performance to the date specified in paragraph 

(c)(1) of this clause, or an agreed date substituted for it. 

(ii) The Contractor shall, 60 days in advance of the date specified in paragraph 

(c)(1) of this clause, or an agreed date substituted for it, advise the Contracting 

Officer in writing as to the estimated amount of additional funds required for the 

timely performance of the contract for a further period as may be specified in 

the contract or otherwise agreed to by the parties. 

(4) If, after the notification referred to in paragraph (c)(3)(ii) of this clause, 

additional funds are not allotted by the date specified in paragraph (c)(1) of this 

clause, or an agreed date substituted for it, the Contracting Officer shall, upon the 

Contractor’s written request, terminate this contract on that date or on the date set 

forth in the request, whichever is later, pursuant to the Termination for 

Convenience of the Government clause. 

(d) When additional funds are allotted from time to time for continued performance of the 

work under this contract, the parties shall agree on the applicable period of contract 

performance to be covered by these funds. The provisions of paragraphs (b) and (c) of 

this clause shall apply to these additional allotted funds and the substituted date 

pertaining to them, and the contract shall be modified accordingly. 

(e) If, solely by reason of the Government’s failure to allot additional funds in amounts 

sufficient for the timely performance of this contract, the Contractor incurs additional 

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costs or is delayed in the performance of the work under this contract, and if 

additional funds are allotted, an equitable adjustment shall be made in the price or 

prices (including appropriate target, billing, and ceiling prices where applicable) of 

the items to be delivered, or in the time of delivery, or both. 

(f) The Government may at any time before termination, and, with the consent of the 

Contractor, after notice of termination, allot additional funds for this contract. 

(g) The provisions of this clause with respect to termination shall in no way be deemed 

to limit the rights of the Government under the default clause of this contract. The 

provisions of this Limitation of Funds clause are limited to the work on and allotment 

of funds for the items set forth in paragraph (a) of this clause. This clause shall 

become inoperative upon the allotment of funds for the total price of said work 

except for rights and obligations then existing under this clause. 

Nothing in this clause shall affect the right of the Government to terminate this contract pursuant 

to the Termination for Convenience of the Government clause of this contract. 

(End of clause) 

1852.235-73 FINAL SCIENTIFIC AND TECHNICAL REPORTS (DEC 2006) 

ALTERNATE II (DEC 2005) 

(a) The Contractor shall submit to the Contracting Officer a final report that summarizes the 

results of the entire contract, including recommendations and conclusions based on the 

experience and results obtained. The final report should include tables, graphs, diagrams, 

curves, sketches, photographs, and drawings in sufficient detail to explain comprehensively 

the results achieved under the contract. 

(b) The final report shall be of a quality suitable for publication and shall follow the formatting 

and stylistic guidelines contained in NPR 2200.2, Requirements for Documentation, 

Approval, and Dissemination of NASA Scientific and Technical Information. Electronic 

formats for submission of reports should be used to the maximum extent practical. Before 

electronically submitting reports containing scientific and technical information (STI) that is 

export-controlled or limited or restricted, contact the Contracting Officer to determine the 

requirements to electronically transmit these forms of STI. If appropriate electronic 

safeguards are not available at the time of submission, a paper copy or a CD-ROM of the 

report shall be required. Information regarding appropriate electronic formats for final reports 

is available at http://www.sti.nasa.gov under “Publish STI—Electronic File Formats.” 

(c) The last page of the final report shall be a completed Standard Form (SF) 298, Report 

Documentation Page. 

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(d) In addition to the final report submitted to the Contracting Officer, the Contractor shall 

concurrently provide to the Center STI/Publication Manager and the NASA Center for 

AeroSpace Information (CASI) a copy of the letter transmitting the final report to the 

Contracting Officer. The copy of the letter shall be submitted to CASI at the address listed at 

http://www.sti.nasa.gov under the “Get Help” link. 

(e) Data resulting from this research activity may be subject to export control, national security 

restrictions or other restrictions designated by NASA; or, to the extent the Contractor receives 

or is given access to data necessary for the performance of the contract which contain 

restrictive markings, may include proprietary information of others. Therefore, the Contractor 

shall not publish, release, or otherwise disseminate, except to NASA, data produced during 

the performance of this contract, including data contained in the final report and any 

additional reports required by 1852.235-74 when included in the contract, without prior 

review by NASA. Should the Contractor seek to publish, release, or otherwise disseminate 

data produced during the performance of this contract, the Contractor may do so once NASA 

has completed its document availability authorization review and the availability of the data 

has been determined. 

(f) All publications of any material based on or developed under NASA sponsored projects shall 

include an acknowledgement similar to the following: 

“The material is based upon work supported by the National Aeronautics and Space 

Administration under Contract Number XXXX.” 

Except for articles or papers published in scientific, technical or professional journals, the 

exposition of results from NASA supported research shall also include the following 

disclaimer: 

“Any opinions, findings, and conclusions or recommendations expressed in this material are 

those of the author(s) and do not necessarily reflect the views of the National Aeronautics and 

Space Administration.” 

(End of clause) 

1852.235-74 ADDITIONAL REPORTS OF WORK—RESEARCH AND 

DEVELOPMENT (FEB 2003) 

In addition to the final report required under this contract, the Contractor shall submit the 

following report(s) to the Contracting Officer: 

(a) Monthly progress reports. The Contractor shall submit separate monthly reports of all work 

accomplished during each month of contract performance. Reports shall be in narrative form, 

brief, and informal. They shall include a quantitative description of progress, an indication of 

any current problems that may impede performance, proposed corrective action, and a 

discussion of the work to be performed during the next monthly reporting period. 

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(b) Quarterly progress reports. The Contractor shall submit separate quarterly reports of all work 

accomplished during each three-month period of contract performance. In addition to factual 

data, these reports should include a separate analysis section interpreting the results obtained, 

recommending further action, and relating occurrences to the ultimate objectives of the 

contract. Sufficient diagrams, sketches, curves, photographs, and drawings should be included 

to convey the intended meaning. 

(c) Submission dates. Monthly and quarterly reports shall be submitted by the 15th day of the 

month following the month or quarter being reported. If the contract is awarded beyond the 

middle of a month, the first monthly report shall cover the period from award until the end of 

the following month. No monthly report need be submitted for the third month of contract 

effort for which a quarterly report is required. No quarterly report need be submitted for the 

final three months of contract effort since that period will be covered in the final report. The 

final report shall be submitted within 15 days after the completion of the effort under the 

contract. 

(End of clause) 

1852.242-72 DENIED ACCESS TO NASA FACILITIES (OCT 2015) 

(a)(1) The performance of this contract requires contractor employees of the prime contractor or 

any subcontractor, affiliate, partner, joint venture, or team member with which the contractor 

is associated, including consultants engaged by any of these entities, to have access to, 

physical entry into, and to the extent authorized, mobility within, a NASA facility. 

(2) NASA may close and or deny contractor access to a NASA facility for a portion of a 

business day or longer due to any one of the following events: 

(i) Federal public holidays for federal employees in accordance with 5 U.S.C. 6103. 

(ii) Fires, floods, earthquakes, unusually severe weather to include snow storms, tornadoes 

and hurricanes. 

(iii) Occupational safety or health hazards. 

(iv) Non-appropriation of funds by Congress. 

(v) Any other reason. 

(3) In such events, the contractor employees may be denied access to a NASA facility, in part 

or in whole, to perform work required by the contract. Contractor personnel already present 

at a NASA facility during such events may be required to leave the facility. 

(b) In all instances where contractor employees are denied access or required to vacate a NASA 

facility, in part or in whole, the contractor shall be responsible to ensure contractor personnel 

working under the contract comply. If the circumstances permit, the contracting officer will 

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provide direction to the contractor, which could include continuing on-site performance during 

the NASA facility closure period. In the absence of such direction, the contractor shall exercise 

sound judgment to minimize unnecessary contract costs and performance impacts by, for 

example, performing required work off-site if possible or reassigning personnel to other 

activities if appropriate. 

(c) The contractor shall be responsible for monitoring the local radio, television stations, NASA 

Web sites, other communications channels, for example contracting officer notification, that 

the NASA facility is accessible. Once accessible the contractor shall resume contract 

performance as required by the contract. 

(d) For the period that NASA facilities were not accessible to contractor employees, the contracting 

officer may— 

(1) Adjust the contract performance or delivery schedule for a period equivalent to the period 

the NASA facility was not accessible; 

(2) Forego the work; 

(3) Reschedule the work by mutual agreement of the parties; or 

(4) Consider properly documented requests for equitable adjustment, claim, or any other 

remedy pursuant to the terms and conditions of the contract. 

(e) Notification procedures of a NASA facility closure, including contractor denial of access, as 

follows: 

(1) The contractor shall be responsible for monitoring the local radio, television stations, NASA 

Web sites, other communications channels, for example contracting officer notification, for 

announcement of a NASA facility closure to include denial of access to the NASA facility. 

The contractor shall be responsible for notification of its employees of the NASA facility 

closure to include denial of access to the NASA facility. The dismissal of NASA employees 

in accordance with statute and regulations providing for such dismissals shall not, in itself, 

equate to a NASA facility closure in which contractor employees are denied access. 

Moreover, the leave status of NASA employees shall not be conveyed or imputed to 

contractor personnel. Accordingly, unless a NASA facility is closed and the contractor is 

denied access to the facility, the contractor shall continue performance in accordance with 

the contract. 

(2) NASA’s Emergency Notification System (ENS). ENS is a NASA-wide Emergency 

Notification and Accountability System that provides NASA the ability to send messages, 

both Agency-related and/or Center-related, in the event of an emergency or emerging 

situation at a NASA facility. Notification is provided via multiple communication devices, 

e.g. Email, text, cellular, home/office numbers. The ENS provides the capability to 

respond to notifications and provide the safety status. Contractor employees may register 

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for these notifications at the ENS Web site: 

http://www.hq.nasa.gov/office/ops/nasaonly/ENSinformation.html. 

(End of clause) 

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM 

(APR 1985) 

(a) It is the policy of the National Aeronautics and Space Administration to advance a broad 

participation by all geographic regions in filling the scientific, technical, research and 

development, and other needs of the aerospace program. 

(b) The Contractor agrees to use its best efforts to solicit subcontract sources on the broadest 

feasible geographic basis consistent with efficient contract performance and without 

impairment of program effectiveness or increase in program cost. 

(c) The Contractor further agrees to insert this clause in all subcontracts of $100,000 and over. 

(End of clause) 

1852.247-71 PROTECTION OF THE FLORIDA MANATEE (JUN 2018) 

MSFC 52.209-92 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST 

(OCI) AFTER CONTRACT AWARD (MAY 2017) 

(a) If the Contractor identifies an actual or potential organizational conflict of interest that has 

not already been adequately disclosed and resolved (or waived in accordance with FAR 

9.503), the Contractor shall make a prompt and full disclosure in writing to the Contracting 

Officer. This disclosure shall include a description of the action the Contractor has taken or 

proposes to take in order or resolve the conflict. This reporting requirement also includes 

subcontractors’ actual or potential organizational conflicts of interest not adequately disclosed 

and resolved prior to award. 

(b) Organizational Conflict of Interest Plan. If there is an OCI plan in the contract, the 

Contractor shall periodically update the plan, based on changes such as changes to the legal 

entity, the overall structure of the organization, subcontractor arrangements, contractor 

management, ownership, ownership relationships or modification of the work scope. 

(End of clause) 

MSFC 52.209-94 RESOLUTION OF ORGANIZATIONAL CONFLICTS OF INTEREST 

(MAY 2017) 

(a) The Organizational Conflict of Interest (OCI) Plan and its obligations (which includes any 

appended resolution strategies related to identified OCIs), are hereby incorporated in the 

contract by reference. 

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(b) Changes. (1) Either the Contractor or the Government may propose changes to the OCI Plan. 

Such changes are subject to the mutual agreement of the parties and will become effective 

only upon incorporating the change into the plan by contract amendment. 

(2) In the event that the Government and the Contractor cannot agree upon a mutually 

acceptable change, the Government reserves the right to make a unilateral change to the 

OCI Plan as necessary, with the approval of the head of the contracting activity, subject to 

Contractor appeal as provided in the Disputes clause. 

(c) Violation. The Contractor shall report any violation of the OCI Plan, whether by its own 

personnel or those of the Government or other contractors, to the Contracting Officer. This 

report shall include a description of the violation and the actions the Contractor has taken or 

proposes to take to mitigate and avoid repetition of the violation. After conducting such 

further inquiries and discussions as may be necessary, the Contracting Officer and the 

Contractor shall agree on appropriate corrective action, if any, or the Contracting Officer shall 

direct corrective action. 

(d) Breach. Any breach of the above restrictions or any nondisclosure or misrepresentation of 

any relevant facts required regarding OCI to be disclosed may result in termination of this 

contract for default or other remedies as may be available under law or regulation. 

(e) Subcontracts. The Contractor shall include the substance of this clause, including this 

paragraph (e), in subcontracts where the work includes or may include tasks related to the 

OCI. The terms “Contractor” and “Contracting Officer” shall be appropriately modified to 

reflect the change in parties and to preserve the Government’s rights. 

(End of clause) 

MSFC 52.223-90 ASBESTOS MATERIAL (AUG 2015) 

During performance of this contract, Contractor personnel performing work in MSFC buildings 

may come in contact with materials containing asbestos. MSFC Buildings 4200, 4201, and 4663 

are of special concern since they are known to contain a sprayed on fire insulation on or above 

the ceiling, usually located on the metal or concrete structure of the buildings. Examples of 

asbestos-containing material are floor tile, pipe and lagging insulation, exterior siding, roofing 

felt, and many other building materials. To facilitate communication, MSFC has established a 

website where the inventory of asbestos-containing material, their condition and approximate 

location are provided. The URL for this website is http://ais.ndc.nasa.gov/default.aspx. If the 

Contractor is unable to access this URL, they may contact the Contracting Officer or MSFC’s 

Environmental Engineering and Occupational Health (EEOH) Office (organization code AS10) 

for assistance. Prior to performing tasks which may disturb building material containing asbestos 

or suspected asbestos, the Contractor shall notify MSFC’s EEOH Office for assistance. The 

Contractor shall also be responsible for ensuring that all Contractor personnel working onsite are 

made aware of and comply with the requirements of this clause. 

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(End of clause) 

MSFC 52.223-91 HAZARDOUS MATERIAL REPORTING (FEB 2016) 

(a) If during the performance of this contract, the Contractor transports or accepts delivery of any 

hazardous materials (hazardous as defined under the latest version of Federal Standard No. 

313, including revisions adopted during the term of the contract) on-site to Marshall Space 

Flight Center, the hazardous material shall be processed through MSFC Central Receiving to 

be bar-coded for inventory. Alternative receiving points may be designated if approval is 

granted in accordance with MWI 8550.5, “Hazardous Material Management.” Chemical 

containers shall be managed in accordance with the provisions of MWI 8550.5. The 

Contractor shall be responsible for ensuring that all Contractor/subcontractor personnel are 

made aware of and comply with this clause. 

(b) Nothing contained in this clause shall relieve the Contractor from complying with applicable 

Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of 

licenses and permits) in connection with hazardous material; or with clauses regarding 

hazardous materials, which may be contained in the contract and/or order. 

(End of clause) 

MSFC 52.223-92 ENVIRONMENTAL - GENERAL CLAUSE (AUG 2010) 

Contractors performing on-site shall comply with all applicable Environmental policies and 

procedures including, but not limited to, MPD 8500.1, “MSFC Environmental Management 

Policy” and MPR 8500.1, “MSFC Environmental Engineering and Occupational Health 

Program.” MSFC contractors performing on-site activities that could potentially impact the 

environment shall be responsible for following all established NASA/MSFC environmental 

procedures. These procedures and other applicable policies and procedures are available by 

contacting the NASA/MSFC Environmental Engineering & Occupational Health Office. Failure 

to comply with environmental policies and procedures, may result in damage to the environment, 

and could potentially result in regulatory penalties against NASA and/or the Contractor, and 

Contractor loss of access to NASA/MSFC facilities. 

(End of clause) 

MSFC 52.223-96 MEDICAL SERVICES (SEP 2018) 

Contractors with employees requiring NASA-specific and Occupational Health and Safety 

Association (OSHA) required medical certification health examinations may utilize the MSFC 

Medical Center’s service provider for such services; however, the Contractor is responsible for 

all associated costs and payments. The MSFC Medical Center’s service provider is located in 

Building 4249 and is generally open between 7:00 a.m. and 4:30 p.m., Monday through 

Thursday and 7:00 a.m. to 3:30 p.m. every other Friday (excluding Government holidays, 

Center-approved closures, early dismissals, or delayed openings), coinciding with the MSFC 

flexible work schedule. Contractors should utilize the MSFC emergency medical services system 

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for any incident that occurs at MSFC and which requires emergency medical treatment by 

dialing 911. Additional emergency contact numbers are accessible from the MSFC “Safety, 

Health and Environmental - SHE” Web site located on the ExplorNet Web page 

https://explornet.msfc.nasa.gov/groups/safety-health-and-environmental-she. Refer to MWI 

1800.1, “MSFC Occupational Medicine” and MWI 3410.1, “Personnel Certification Program” 

for additional information. 

(End of clause) 

GOVERNMENT INSIGHT 

(a) Applicability. This clause describes the primary working-level mechanism for 

contract performance monitoring by the Government. 

(b) Definitions. As used in this clause only, the following definitions apply. 

(1) “Active-Active docking adapter (AADA)” means the system to be developed by the 

Contractor and delivered and attached to Gateway if the Contractor intends to dock its 

Integrated Lander (or any element thereof) to Gateway in performance of its crewed 

demonstration mission and which NASA will take ownership of upon delivery to Gateway. 

The Active-Active docking adaptor is considered part of Gateway when integrated with 

Gateway, and part of the contractor’s Integrated Lander when crew are present and the 

contractor’s Integrated Lander is not docked to Gateway. 

(2) “HLS” means all objects, vehicles, elements, integrated systems, systems, 

subsystems, or components thereof that are designed, developed, and utilized by the 

contractor, its teammates, subcontractors, and suppliers in performance of this contract, and 

which collectively comprise the contractor’s Integrated Lander (or elements thereof), all 

Supporting Spacecraft, all launch vehicles necessary for launch and delivery of the 

contractor’s Integrated Lander (or elements thereof) and its Supporting Spacecraft, and the 

contractor’s Active-Active docking adapter (if required for performance of the contractor’s 

crewed demonstration mission). 

(3) “Insight” means the Government gaining an understanding of the Contractor’s 

activities and data, including an understanding of those activities necessary to assess 

technical progress, schedule performance, and how the Contractor is managing risks while 

successfully completing contract requirements and achieving final NASA certification. 

Insight is not approval or disapproval authority, but insight may provide information for the 

Government to use in, and expedite, approval procedures otherwise contemplated by this 

contract. 

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(4) “Integrated Lander” means any and all combinations or configurations of the 

contractor’s elements (e.g., the Ascent Element) which are integrated (or, alternatively, a 

single element achieving the same purpose) at any time when crew are onboard. 

(5) “Launch Vehicle” means any object, vehicle, or system, subsystem, or component 

thereof that is intended for launch, launched from Earth, or returning to Earth, and which 

carries any payload necessary for the Contractor to execute its demonstration mission or any 

portion thereof in performance of this contract. 

(6) “Safety critical” means a condition, event, operation, process, function, equipment or 

system (including software and firmware) with potential for personnel injury or loss, or with 

potential for loss or damage to vehicles, equipment or facilities, loss or excessive degradation 

of the function of critical equipment, or which is necessary to control a hazard. 

(7) “Supporting Spacecraft” means any contractor spacecraft that is not otherwise the 

contractor’s Integrated Lander (or an element thereof), launch vehicle, or Active-Active 

docking adapter (if required), but that is otherwise required for the contractor to execute its 

demonstration mission or any portion thereof in performance of this contract, including, but 

not limited to, rendezvous, proximity operations, docking and undocking (RPODU), 

propellant transfer, and orbital maneuvering and transfer. 

(c) Areas open to insight. Except for related financial information, the Contractor shall 

provide NASA real-time, or otherwise timely as appropriate to respond to a request from 

NASA, insight into: 

(1) Any aspect of the design, development, analysis, testing, schedules, performance 

metrics, risks, and management processes of its HLS and individual vehicles, elements, 

integrated systems, systems, subsystems, or components thereof, including every aspect of 

the Integrated Lander, all Supporting Spacecraft, and if applicable, any AADA; 

(2) Launch vehicles and launch site operations including, but not limited to, spacecraftto-launch vehicle integration, spacecraft handling procedures, launch commit criteria, and 

range safety analysis supporting the launch of the Contractor’s HLS, any Supporting 

Spacecraft, and all payloads used by the Contractor during the performance of this contract, 

including non-NASA payloads or cargo (see the Non-NASA Cargo, Payloads, and Services 

clause); 

(3) HLS flight and mission operations, including preparations, flight plans, rules, and 

procedures, trajectory and mission design, crew and flight control team training, real-time 

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operations, space communications and navigation networks, and any non-NASA services 

performed by the Contractor (see the Non-NASA Cargo, Payloads, and Services clause); and 

(4) Any other contract performance activities or data identified by NASA that are 

mission-critical or otherwise related to safety in any manner. 

(d) NASA Insight Team. 

(1) The Contractor shall provide insight to NASA personnel and support services 

contractor(s) from the following NASA program offices: Artemis, Gateway, Exploration 

Systems Development, and Launch Services Program. NASA will inform the Contractor of 

the individual(s) within NASA who are the insight designee(s) for this contract (collectively, 

the “NASA Insight Team”), who are subject to change at any time at NASA’s sole 

discretion. 

(2) The NASA Insight Team is not authorized on behalf of the Government to direct 

Contractor performance, execute major or minor contract modifications, or otherwise provide 

direction on contractual requirements or contract interpretation. Any action(s) taken by the 

Contractor in response to direction given by any person other than the Contracting Officer or 

his/her authorized designees shall be entirely at the Contractor’s own risk. The Contractor 

shall immediately notify the Contracting Officer of any alleged contract changes. 

(e) Insight procedures.

 (1) Access. The Contractor shall provide NASA and its support services contractor(s) 

access to all data and activities necessary for the Government to achieve insight into the areas 

identified in paragraph (c). At a minimum, access is the ability, both remotely and on-site at 

the Contractor’s facilities, to locate and review all data and activities.

 (2) Possession and transformation of data. The Contractor shall permit, and when 

requested, facilitate the Government in downloading or otherwise taking possession (e.g., 

printing) of data subject to insight. The Government may store such data on Government 

systems or at Government facilities and transform the data as deemed necessary by the 

Government to effectuate insight. 

(3) Contractor facilitator team. The Contractor shall establish a team of Contractor 

personnel to help facilitate the Government’s insight, including facilitating physical and/or 

virtual access to data and Contractor activities. 

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(4) Accommodations at Contractor facilities. NASA may elect to have representation by 

Government personnel and/or NASA’s support services contractor(s) performing insight 

activities as a resident office at the Contractor’s facilities for the life of the contract. In such 

scenarios, the Contractor, in accordance with the Contractor’s Insight Implementation Plan, 

shall provide reasonable accommodations and services, such as badging, furniture, 

telephones, internet access, and use of easily accessible scanners, printers and copy machines 

at each location. 

Electronic data transfer compatibility between the resident office and off-site NASA 

institutions is required, as well as remote access for select NASA personnel at NASA centers 

to Contractor databases where electronic files are posted and revisions maintained.

 (5) RBA. The Contractor shall facilitate members of the NASA Insight Team 

participating in quality assurance functions for all safety-critical items/processes/products 

identified by a risk-based analysis (RBA). A RBA is an iterative analysis based on a 

comprehensive understanding of the design, development, testing, critical 

manufacturing/assembly processes, and operations used to identify areas of risk. The 

Contractor shall support the RBA, by providing technical expertise, as required. 

(f) Contractor notification requirements. 

(1) The Contractor shall notify the NASA Insight Team sufficiently in advance of 

technical meetings, control boards, reviews, tests, and any other areas identified for 

Government Quality Assurance associated with certification to permit meaningful 

Government participation in the subject event. 

(2) The Contractor shall notify NASA of qualification or test anomalies involving similar 

vehicles, systems, subassemblies and components. The Contractor shall make available to 

NASA all problem reports or discrepancy reports on vehicle systems’ failures and anomalies. 

This shall include insight into fleet-wide problems, anomalies, Material Review Board 

actions, deviations or waivers to systems, subsystems, materials, processes, and test 

equipment including those used on non-NASA missions. 

(3) In the event of an anomaly, launch or mission failure, the Contractor shall support 

NASA’s mishap investigation in accordance with NFS 1852.223-70 SAFETY AND 

HEALTH MEASURES AND MISHAP REPORTING (DEC 2015), incorporated herein, and 

the other terms and conditions set forth in this contract, or shall allow NASA to fully 

participate in the Contractor’s Mishap Investigation Board or equivalent entity, including 

those for non-NASA missions that utilize the same space transportation vehicles (as defined 

in the contract section H clause, “Domestic Source Requirements”) developed or utilized 

under this contract. 

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(g) Effects of insight. 

(1) Insight should result in an effective working relationship between the Government 

and the Contractor leading to a NASA certification of the Contractor’s Integrated Lander. 

(2) If, through insight, the NASA Insight Team observes any of the following: Contractor 

non-compliance with requirements or the other terms and conditions of the contract; a 

difference in interpretation of test results; or disagreement with the Contractor’s technical 

approach, the NASA Insight Team will elevate the issue through the appropriate HLS boards. 

Through an effective, functioning relationship, the Government and Contractor should strive 

to resolve issues at the lowest working level and minimize issues elevated to program boards. 

Program boards will disposition recommendations in a timely manner and provide oversight 

resolution if necessary. Resulting board decisions and direction will be transmitted to the 

Contractor through the Contracting Officer. If disposition results in a requirement change, the 

contract changes clause shall govern. If the Contractor and Contracting Officer disagree on 

whether the board disposition provided is within the requirements of the contract, the 

contract disputes clause will govern. 

(3) The parties agree that information obtained through insight does not constitute notice, 

actual or constructive, for any purpose. 

(4) Insight does not affect or modify in any way the Government’s right to pursue 

remedies for nonconforming services or work. 

(5) Insight does not affect or modify the Contractor’s responsibility for full performance 

as set forth in this contract. The Government’s insight under this clause shall not be 

construed as: authorization; endorsement or approval of milestones; certification or final 

acceptance or rejection of certification success; or as a defense to any finding of mission 

failure or final acceptance or rejection of contract deliverables. 

(h) Government use and handling of insight data. 

(1) The data generated as a result of Government insight may be used, modified, 

reproduced, released, performed, displayed, or disclosed within the Government and its 

support service contractors. The Government may not, without written permission of the 

Contractor, release or disclose the data outside the Government, except as otherwise required 

by law, use the technical data for manufacture, or authorize the technical data to be used by a 

party outside the Government. Data accessed or obtained by the Government under this 

clause is not subject to the licensing provisions or other terms and conditions pertaining to 

technical data and computer software established in FAR 52.227-14 Rights in General – 

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Deviated as incorporated into this contract. The Government’s right to use data accessed or 

obtained by the Government pursuant to this clause is limited to the terms and conditions of 

this clause. 

(2) The Trade Secrets Act (18 U.S.C. § 1905) prohibits NASA personnel from disclosing 

the Contractor’s proprietary information unless authorized by law to do so. NASA will 

undertake all necessary precautions in order to ensure that Contractor confidential or 

proprietary information is protected throughout contract performance. 

(i) Flow down to subcontractors and suppliers. The Contractor shall ensure the Government 

has insight into the activities and data of: (1) the Contractor; and (2) all subcontractors and 

suppliers performing or supporting any safety critical work, or handling or creating data 

required to certify any portion of the HLS. Fulfillment of this clause may require the 

Contractor to execute third-party data rights agreements with its suppliers, as well as rights to 

information developed under other programs, to provide adequate NASA insight on parts and 

services procured by the Contractor. The Contractor shall incorporate the applicable 

provisions of this clause into its contracts with subcontractors and suppliers to which this 

clause applies, or shall otherwise obtain signed commitments to comply with the terms of 

this clause and related contract requirements from those entities. 

(j) Insight Implementation Plan. The Contractor’s Insight Implementation Plan shall comply 

with the requirements of this clause and specify, in detail, how the Contractor will 

accomplish the requirements of this clause. Where the plan and this clause conflict, this 

clause shall govern. 

(End of Clause) 

USE OF GOVERNMENT RESOURCES 

(a) General. 

(1) Applicability. While the majority of work to be completed under this contract 

shall be performed at Contractor or subcontractor facilities, and the responsibility for 

adequately staffing this contract and completing full contract performance resides solely 

with the Contractor, the Contractor may request the use of certain specified Government 

resources in accordance with this clause. This clause applies to the Contractor’s use of 

those Government resources, including property, facilities, assets, or services, whether 

obtained from NASA or another Government Agency; it does not apply to Governmentfurnished property (GFP) otherwise provided under this contract. 

(2) Role of Technical Manager. A “Technical Manager” is an individual designated 

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and authorized by the Contracting Officer to interact with the Contractor on behalf of the 

Government to perform the day-to-day management of the Government resources 

specified in paragraphs (b)(1)(i) and (ii) of this clause. 

(b) Use of NASA resources. 

(1) Types of resources. 

(i) NASA on-site resources. The Contractor may propose to perform a portion 

of the work required under this contract using the property, facilities, assets, services, or 

other specialized resources uniquely available on-site (“on-site resources”) from a NASA 

Center, Component Facility, or the Jet Propulsion Laboratory (JPL) (any one of which is 

a “Performing Organization” hereafter in this clause). Such proposed requests must be 

within the scope of the contract and are subject to the availability of those resources and 

the Performing Organization’s ability and willingness to provide them. The Contractor 

shall limit requests for the use of on-site resources to only those Performing Organization 

facilities, services, or other resources that are unique or not otherwise reasonably 

available commercially. The parties shall use a Government Task Agreement (GTA) to 

document the on-site resources that will be utilized by the Contractor, and any special 

terms and conditions that apply to the Contractor’s use of those resources. The Contractor 

shall follow the instructions for use of GTAs as provided in solicitation Attachment Q 

– Government Task Agreements. 

(A) GTAs submitted with proposal. The Performing Organization will 

provide a cost for each GTA. For GTAs submitted with proposal, the Contractor shall not 

include this cost in its firm fixed price. The Government will add the total cost of all GTAs 

to the Offeror’s Total Evaluated Price for proposal evaluation purposes only. 

(B) GTAs requested anew during contract performance. During contract 

performance, the Parties may agree to execute additional GTAs if they mutually determine 

such agreements are necessary to respond to new or changed circumstances that arise 

during performance. The Contractor shall be responsible for the cost of any such GTA, 

and the Parties shall effectuate the addition of new GTAs, and corresponding contract 

price adjustments, pursuant to FAR 52.243-1 – Changes – Fixed-Price (ALT I) as 

incorporated herein. To propose new GTAs during contract performance, the Contractor 

shall work with the Technical Manager. The Technical Manager will then, when deemed 

appropriate by NASA, contact the Performing Organization Point of Contact to facilitate 

negotiation of the terms of each GTA between the Contractor and NASA. 

(ii) NASA personnel. NASA has unique personnel and expertise that NASA is 

making available to HLS contractors in accordance with the terms of this clause. In its 

proposal and during contract performance, at no cost to the Contractor, the Contractor may 

request the use of up to sixty (60) full-time NASA employees or equivalent support 

contractor personnel (“EPs”) for targeted advisory support during contract performance 

(“collaboration”). The Offeror shall document its initial requested approach to 

collaboration in its Collaboration Plan. During contract performance, the Contractor shall 

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document its collaboration requests in writing to the Technical Manager. The Contractor 

shall request specific areas of technical subject matter expertise (e.g., engineering, 

operations, or safety) and the duration and amount of the requested resources, but the 

Contractor shall not request specific EPs by name or title. NASA has the sole authority to 

determine whether it will provide any portion of the collaboration resources requested by 

the Contractor. During contract performance, NASA reserves the right to unilaterally 

change its approach to collaboration at any time, including the right to modify the specific 

EPs offered to the Contractor and the amount, type, and/or duration of their support, and 

including the right to cease collaboration at any time. At all times during collaboration, the 

EPs remain employed by, and under the supervisory control of, NASA or the NASA 

support contractor, as appropriate. While collaborative communication between the 

Contractor and provided EPs is expected in furtherance of the EPs’ advisory roles, the 

Contractor shall not direct or supervise the work of EPs. NASA will use reasonable efforts 

to ensure equitable resources are provided to all HLS contractors in support of their 

respective collaboration approaches, but makes no guarantees that identical resources will 

be provided. Specific resources will be narrowly tailored to a Contractor’s unique 

development approach and associated needs and objectives. 

(2) Disclaimer. NASA makes no warranty whatsoever as to the availability or 

suitability of NASA property, facilities, assets, services, or EPs made available under this 

clause. The Contractor assumes all responsibility for determining the suitability for use of 

all NASA resources, including technical suitability, schedule availability, and cost. NASA 

provides all resources as-is. The Contractor uses all NASA resources at its own risk. 

(3) Relationship to insight. Collaboration and insight are separate activities under 

this contract, governed by uniquely-applicable terms and conditions. The relationship 

between the Contractor and NASA workforce associated with insight on this contract 

shall be governed by contract section H clause, Insight, and shall be effectuated through 

the Contractor’s Insight Implementation Plan. While NASA intends to use unique 

personnel to perform collaboration and insight respectively, NASA reserves the right to 

have personnel perform both functions. NASA may use personnel performing 

collaboration and/or insight as part of NASA’s process in deciding whether to exercise 

one or more contract options; these individuals may serve as evaluators, and NASA may 

rely on the firsthand observations and knowledge of these individuals gained through 

collaboration and insight when evaluating whether to exercise of one or more of the 

Contractor’s contract options. 

(4) Authority to commit the Government. The Contracting Officer retains sole 

authority to commit the Government in matters which would change contract price, 

quantity, delivery schedule, or any other requirement of this contract, including 

interpretation of technical requirements. The Contracting Officer may designate one or 

more representatives (e.g., Technical Managers or Contracting Officer’s Representatives) 

to assist with contract administration, but these individuals have no authority to commit 

the Government. Similarly, individuals performing collaboration and/or insight have no 

authority to commit the Government, and nothing in this clause shall be construed to 

confer authority, actual or apparent, to these individuals. Such individuals may offer their 

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opinions, advice, knowledge, or expertise to the Contractor during performance, but the 

Contractor is not bound to comply with this input and does so on its own accord and at its 

own risk. 

(5) Impermissible use of NASA as a subcontractor or supplier. The Contractor shall 

not use the NASA resources made available pursuant to paragraphs (b)(1)(i) or (ii) of this 

clause to solely provide any end-item deliverable, including spacecraft components, 

subsystems, or elements, nor any ground or flight hardware or software, that is the 

responsibility of the Contractor under the terms of this contract. The Contractor shall not 

rely solely on NASA for the provision of complete flight or ground operations in support 

of this effort. This paragraph does not prohibit the Contractor’s use of GFP or any other 

Government-furnished item provided by the Government pursuant to another term of this 

contract. 

(6) Contractor Waiver of Claims. By choosing to use NASA in support of contract 

performance, Contractor hereby waives any claims against NASA, its employees, its 

related entities, (including, but not limited to, contractors and subcontractors at any tier, 

grantees, investigators, customers, users, and their contractors and subcontractors at any 

tier) and employees of NASA’s related entities for any injury to, or death of, Contractor’s 

employees or the employees of Contractor’s related entities, or for damage to, or loss of, 

Contractor’s property or the property of its related entities arising from or related to 

activities conducted pursuant to this Clause, whether such injury, death, damage, or loss 

arises through negligence or otherwise, except in the case of willful misconduct. The 

Contractor further agrees to extend this waiver to its related entities by requiring them, by 

contract or otherwise, to waive all claims against NASA, its related entities, and employees 

of NASA and employees of NASA’s related entities for injury, death, damage, or loss 

arising from or related to activities conducted pursuant to this clause. 

(c) Use of resources from a Government Agency other than NASA. The Contractor shall 

obtain and maintain any necessary contracts or agreements between the Contractor and any 

Government Agency authorizing the use of Government property, facilities, assets or 

services in performance of this contract (except as may be expressly stated in this contract 

as furnished by the Government). The Contractor shall be responsible to arrange any 

contracts or agreements outside of this contract as it deems appropriate. The terms and 

conditions of such contracts or agreements will govern the use of those Government 

resources. Any costs associated with such contracts or agreements shall result in no 

increase in the price of this contract. All remedies to disputes or performance issues shall 

be resolved in accordance with the terms and conditions of those contracts or agreements. 

The Contractor shall notify the Contracting Officer, COR, or designee of any contracts or 

agreements between the Contractor and any Government Agency under this paragraph. 

NASA makes no warranty whatsoever as to the availability or suitability for use of 

Government property, facilities, assets, or services made available by another Government 

Agency under the terms and conditions of other contracts or agreements. The Contractor 

assumes all responsibility for determining the suitability for use of all property, facilities, 

assets, or services acquired or made available to the Contractor by a Government Agency 

under other contracts or agreements. The Contractor further acknowledges and agrees that 

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any use of such Government property, facilities, assets, or services shall not relieve the 

Contractor of full performance responsibility under the contract. 

(d) Safeguarding of confidential or proprietary information. The Trade Secrets Act (18 

U.S.C. § 1905) prohibits NASA personnel from disclosing the Contractor’s proprietary 

information unless authorized by law to do so. NASA will undertake all necessary 

precautions in order to ensure that Contractor confidential or proprietary information is 

protected throughout contract performance. 

(e) Contractor responsibility. Notwithstanding the Contractor’s use of Government 

resources, the Contractor remains fully responsible for the performance of all requirements 

as set forth in this contract. The Government’s provision of the resources described in this 

clause shall not be construed as: authorization; endorsement or approval of milestones; 

certification or final acceptance or rejection of certification success; or as a defense to any 

finding of mission failure or final acceptance or rejection of contract deliverables. 

(End of Clause) 

DOMESTIC SOURCE REQUIREMENTS 

(a) Definitions. As used in this clause only, the following definitions apply. 

(1) “Components” means those materials and supplies directly 

incorporated into a domestic end product. 

(2) “Controlling interest” means ownership of an amount of equity in such 

entity sufficient to direct management of the entity or to avoid transactions entered 

into by management. Ownership of at least fifty-one (51) percent of the equity in an 

entity creates a presumption that such an interest is controlling; however, the 

ultimate determination as to whether the interest is controlling resides with NASA. 

(3) “Corporate Contribution” means a component of a contractor’s proposal that 

is provided to NASA entirely at no cost to NASA (i.e., no NASA funding provided 

under this contract is used by the contractor to procure, directly or indirectly, the 

supplies or services classified by the contractor as a Corporate Contribution) and that 

does not otherwise constitute foreign participation in a research and development effort 

proposed pursuant to the no- exchange-of-funds policy and procedure as set forth in 

NASA FAR Supplement 1835.016-70(a) and (b). 

(4) “Domestic end product” means a product for which the cost of its 

components that are mined, produced, or manufactured in the United States exceed 

fifty (50) percent of the cost of all of its components. The cost of each component 

includes transportation costs to the place of incorporation into the product and any 

applicable duty (whether or not a duty-free entry certificate is issued). Assembly, 

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integration, and testing would be necessarily included in the cost of manufacturing. 

The manufacturing costs of domestic end products, including all labor and services 

associated with such manufacturing, should be included in the overall calculation 

when determining if the cost of components exceed 50% of all components per the 

clause. 

(5) “Research and development” means basic research; applied research; 

design and development of subsystems and components; and completion of all 

certification milestone reviews, excluding certification of flight readiness, and 

concluding with design certification review. 

(6) “Space transportation services” means: final testing, assembly, and 

integration of a complete HLS; integration of the HLS with the launch vehicle and 

preparation of that integrated vehicle for flight; and the conduct of transporting a space 

transportation vehicle or payload to, from, or within outer space, or in suborbital 

trajectory. This includes, but is not limited to: launch of any or all HLS components, 

whether integrated or not; transportation to and docking with Gateway or Orion; and 

transportation between Gateway or Orion and the lunar surface. 

(7) “Space transportation vehicle” means any vehicle constructed for the 

purpose of operating in, or transporting a payload both to and within, space. 

(8) “United States commercial provider” means any corporation, partnership, 

joint venture, association, or other entity which is organized or existing under the 

laws of the United States or any State, and whose controlling interest is held by 

United States citizens or permanent residents. 

(b) Domestic source restrictions. 

(1) Research and development. The contractor may incorporate foreign 

participation in research and development efforts if the participation is proposed either 

as a Corporate Contribution or through the no-exchange-of-funds procedure set forth in 

NFS 1835.016-70(b). In accordance with NFS 1835.016-70(a)(3), NASA funding may 

not be used for subcontracted foreign research and development efforts. However, 

subject to the other provisions of this clause, and in furtherance of completing research 

and development under this contract, the contractor may make direct purchases from 

non-U.S. sources of supplies and/or services, including major components or 

subsystems, if those services or supplies are not, in and of themselves, research and 

development efforts. Minor modifications of existing supplies for use on or integration 

into HLS shall not constitute research and development for purposes of this paragraph. 

(2) Services. In accordance with 51 U.S.C. § 50131, space transportation 

services shall be provided by United States commercial providers. The contractor may 

utilize subcontractors for the performance of this work only if the total value of the 

space transportation services performed by non-United States commercial providers 

does not exceed 50% of the total price for space transportation services paid by the 

Government under this contract. 

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(3) Vehicle composition. In accordance with NFS 1835.016-70(a)(3) and 

national space policy, the direct purchase of supplies and/or services, which do not 

constitute research and development, from non-U.S. sources by U.S. award 

recipients is permitted, provided, however, all space transportation vehicles utilized 

by the contractor in performance of this contract, including but not limited to 

launch vehicles and the integrated HLS, shall be domestic end products. 

Disclaimer. The proposed use of foreign research and development efforts that were 

not classified by the contractor in its proposal as a Corporate Contribution shall not 

be used by the contractor at any time as a basis for altering its responsibilities under 

this contract or seeking a contract price adjustment; such responsibilities, and the 

contract’s fixed price, shall not be contingent on NASA reaching an agreement with a 

sponsoring foreign agency or funding institution in exchange for the contractor’s 

proposed foreign participation. NASA makes no representations or guarantees 

regarding the execution of any intergovernmental agreement or agreement with any 

other funding institution pertaining to the contractor’s foreign proposal component(s) 

or the timing of any such agreement. Regardless of the status of any agreement 

between NASA and a sponsoring foreign agency or funding institution, the contractor 

remains fully responsible for fulfilling its contractual obligations to NASA on 

schedule and within the fixed price of this contract. The contractor is not entitled to 

use any failure by NASA to execute an agreement with a third party in support of 

proposed foreign research and development efforts or any delays in the execution of 

such agreements as a defense for non-performance or as the basis for any claim or 

request for equitable adjustment under this contract. 

(c) Certification and materiality. 

(1) Certification. Contractors must certify that they meet all requirements of 

this clause in responding to this solicitation. Contractors that fail to meet these 

requirements are ineligible for award. 

(2) Materiality. The contractor’s continuing compliance with this clause is a 

material condition of receiving contract payments. The contractor shall comply with 

this clause at all times during contract performance. The contractor’s failure to comply 

with the terms of this clause may result in the Government exercising its right to 

terminate the contract for default in accordance with FAR 52.249-9 and the applicable 

terms of this contract. The Government may choose not to exercise its right to terminate 

the contract; however, such an election is not a waiver of its right to do so in the future. 

(End of clause) 

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LAUNCH, FLIGHT, OR REENTRY LICENSES, PERMITS, AND OTHER 

AUTHORIZATIONS 

(a) The Contractor is responsible for ensuring that it, or its subcontractors, obtain and 

maintain a Federal Aviation Administration license, in accordance with 51 U.S.C. Section 50901 

et seq., for all launch and reentry operations performed under this contract. 

(b) The Contractor is responsible for ensuring that it, or its subcontractors, obtain and 

maintain the necessary licenses, permits, and clearances that may be required by the Department 

of Transportation, Department of Commerce, Department of Defense, NASA, or other 

Governmental agencies in order to perform the requirements of this contract, including but not 

limited to all flight tests and spaceflight demonstration missions. 

(c) In the event conflicts or other issues arise related to the licenses, permits, and other 

authorizations required by this clause, the Contractor is responsible for resolving the conflict, 

shall immediately notify the Contracting Officer of the conflict, and shall describe the methods 

the Contractor used to resolve the conflict. 

(End of clause) 

STATEMENT ON WAIVER OF RIGHTS TO INVENTIONS 

NASA has determined that the interest of the United States would be served by waiving to the 

Contractor, in accordance with 51 U.S.C. 20135(g), rights to inventions or class of inventions 

made by the Contractor in the performance of this contract. Therefore, upon petition submitted 

by the Contractor, as set forth in NFS 1852.227-70, New Technology, NASA will waive such 

rights to the Contractor. 

(End of Clause) 

PUBLIC AFFAIRS 

(a) It is anticipated that the Contractor will execute media events to cover major contract 

activities. The Contractor may, consistent with Federal law and this Contract, release general 

information regarding its activities conducted within the scope of the Contract: 

(1) The Contractor will coordinate with the NASA Public Affairs Office (PAO) at 

Marshall Spaceflight Center and at Headquarters in a timely manner prior to major media 

releases, media interviews, news conferences, contingency statements, media scouts, photo 

opportunities and film crew activities regarding NASA HLS-related efforts. 

(2) The use of any direct quote by a NASA official shall be submitted for NASA 

concurrence to ensure accuracy prior to its release. 

(3) NASA will coordinate, with the Contractor, public releases of information to obtain 

comments and technical corrections related to the Contractor’s HLS-related efforts prior to 

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NASA’s release of information to the public. The Contractor shall use its best efforts to provide 

its review and comments back to NASA within five (5) days of the request. If comments are not 

provided within the five (5) day time period, the submitted content will be considered acceptable 

for release. For breaking news items, there may be a need for more timely release of information 

to the public in which case the Government PAO team will coordinate with the Contractor for 

imminent release. 

(4) The Contractor shall assist the NASA PAO in developing the mission commentary for 

NASA Television by furnishing HLS background material. 

(5) The Contractor may also be requested to provide information to support the 

development of press kit documents and NASA news conferences. 

(6) At a minimum of forty-five (45) days in advance, the Contractor shall work with the 

COR to coordinate any public affairs requirements for any launches, landings, major milestones 

and tests under this contract. 

(7) If the Contractor has knowledge that the press is inquiring about an event that meets 

criteria set forth in NFS 1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP 

REPORTING (DEC 2015), the Contractor shall promptly notify the Contracting Officer, or 

designee, of the event. The Contracting Officer, or designee, will facilitate access to NASA 

Public Affairs. NASA Public Affairs will work with the Contractor to generate a coordinated 

response to the Press and the public. 

(b) The Contractor shall protect NASA crew member’s audio and imagery for all contract 

activities in order to protect NASA crew member privacy. For downlinked audio and imagery, 

the Contractor shall route the data in real-time to the NASA Mission Control Center. NASA will 

monitor feed(s) and instruct the Contractor to remove the feed from release to the public in the 

event of a privacy concern. For imagery and audio recorded during flight operations and 

recovered post-flight, the Contractor shall send a copy of the data to NASA for review. The 

Contractor shall not release any video and/or audio with NASA crew members in view until the 

NASA review is complete. NASA will inform the Contractor if any data is restricted. Restricted 

data cannot be released by the Contractor, either internally or externally, or used in anyway. Data 

that does not contain NASA crew members may be used by the Contractor after proper 

coordination in accordance with paragraph (a) above. 

(c) The Contractor shall not use the words “National Aeronautics and Space Administration” 

or the letters “NASA” in connection with a product or service in a manner reasonably calculated 

to convey any impression that such product or service has the authorization, support, 

sponsorship, or endorsement of NASA, which does not, in fact, exist. In addition, the Contractor 

shall submit in advance any proposed public use of the NASA name or initials for NASA review 

and approval. NASA approval shall be based on applicable law and policy governing the use of 

the NASA name and initials. NASA’s approval will not be unreasonably withheld. Use of NASA 

emblems/devices (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program 

Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. The Contractor shall not 

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publicly use such emblems/devices without prior NASA review and approval in accordance with 

such regulations. 

(d) NASA does not endorse or sponsor any commercial product, service, or activity. NASA’s 

certification of the HLS under this Contract does not constitute certification or endorsement by 

NASA that the HLS is safe for public transportation of humans in space and to and from the 

lunar surface. NASA’s HLS certification means the Contractor’s HLS has met NASA’s safety 

requirements for transporting NASA crew in space and to and from the lunar surface. The 

Contractor agrees that nothing in this Contract will be construed to imply that NASA authorizes 

supports, endorses, or sponsors any product or service of the Contractor resulting from activities 

conducted under this Contract. 

(End of Clause) 

MISSION SUCCESS DETERMINATION 

(a) Applicability. Except as otherwise specified within this clause, for the mission portion of 

the work under this contract, the terms and conditions contained in this clause are in lieu of 

the terms and conditions that apply in the event of a default as prescribed in clause 52.249-9 

Default (Fixed-Price Research and Development) (Deviated); paragraph (j) of clause 52.232-

32 Performance Based Payments; and paragraphs (e) and (f) of clause 52.246-7 Inspection of 

Research and Development – Fixed-Price. Reference by any clause or other term of this 

contract to termination for default provisions or procedures shall be interpreted as referring to 

this clause when the event that would potentially qualify as a default pursuant to paragraph 

(a)(1) of clause 52.249-9 Default (Fixed-Price Research and Development) (Deviated) will 

or does occur during the mission portion of the work under this contract. 

(b) Definitions. As used in this clause: 

(1) “Crew” means two (2) U.S. Government astronauts. 

(2) “Full mission success” means that the Contractor has achieved all primary and 

secondary objectives as defined in the Statement of Work. 

(3) “Mishap” has the definition contained within NASA Procedural Requirement 

8621.1C. 

(4) “Mission” means the period of performance under this contract that begins when the 

Contractor has achieved, as determined solely by the Contracting Officer, all of the 

milestone acceptance criteria for the “Lunar Orbit Checkout Review” milestone, and 

ends: 

(i) Upon the safe return of the crew from the lunar surface to Gateway or Orion; 

or 

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(ii) At the time the Contractor ceases attempting to achieve, or is no longer 

capable of achieving, any of the primary objectives listed in the Statement of 

Work, as applicable to either the Base period scope of work or the Option A scope 

of work. 

(5) “Mission failure” means loss of one or more primary objectives, or a serious injury or 

fatality that occurs during performance of the mission and as a result of the mission. 

(6) “Partial mission success” means that the Contractor has, as the objectives are defined 

in the Statement of Work: 

(i) Achieved all primary objectives; and

(ii) Failed to achieve one or more secondary objectives. 

(7) “Serious injury” means any injury resulting from a mishap in which any one or more 

of the following apply: 

(i) Requires hospitalization for more than forty-eight (48) hours, commencing 

within seven (7) days from the date the injury occurred; 

(ii) Results in a fracture of any bone (except simple fractures of fingers, toes, or 

 nose);

 (iii) Causes severe hemorrhages or nerve, muscle, or tendon damage; 

(iv) Involves any internal organ; or 

(v) Involves second- or third-degree burns, or any burns affecting more than five 

(5) percent of the body surface. 

(8) “U.S. Government astronaut” means any individual who meets the definition of 

“government astronaut” under 51 U.S.C. § 50902(4)(A), (B), and (C)(i), which means an 

individual who is an employee of the U.S. Government, including the uniformed services, 

engaged in the performance of a Federal function under authority of law or an Executive 

Act and designated as a government astronaut by NASA in accordance with applicable 

NASA requirements. 

(c) Mission success determination. 

(1) The Contracting Officer has the sole authority to determine whether any mission 

undertaken by the Contractor pursuant to this contract achieved full mission success, 

partial mission success, or constituted a mission failure. 

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(2) At the Contracting Officer’s request, the Contractor shall submit any data or other 

evidence related to the performance of the mission in order to aid the Contracting Officer 

in making a mission success determination. 

(3) Within fifteen (15) calendar days from receipt by the Contracting Officer of all of the 

data requested under paragraph (c)(2), the Contracting Officer will make the mission 

success determination and thereafter provide timely notice of this determination to the 

Contractor. 

(d) Milestone payment amount determination. 

(1) Following adjudication and payment, if any, of the Contractor’s final milestone 

payment according to the terms and conditions of this clause, the Government’s final 

milestone payment obligations to the Contractor will be fully satisfied, and the Contractor 

shall not be entitled to any additional final milestone payment pursuant to any other term 

or condition of this contract. 

(2) Payment eligibility. 

(i) Upon a determination from the Contracting Officer that the Contractor has 

achieved full mission success, subject to the other terms of this clause, the Contractor 

is eligible for payment by the Government of the full amount of the Contractor’s final 

milestone payment. 

(ii) Upon a determination from the Contracting Officer that the Contractor has 

achieved partial mission success, subject to the other terms of this clause, the 

Contractor is eligible for payment by the Government of no more than half (50%) of 

the Contractor’s final milestone payment. 

(iii) Upon a determination from the Contracting Officer that the Contractor has 

experienced a mission failure, the Contractor is ineligible for payment by the 

Government of any final milestone payment. 

(3) Payment of the final milestone payment. NASA shall make the final milestone 

payment to the Contractor in the applicable amount pursuant to paragraph (d)(2) of this 

clause if: 

(i) The mission has concluded, and the Contractor has participated in the post-mission 

assessment review as required under this contract; and 

(ii) The Contractor, as determined solely by the Contracting Officer, has met all of the 

final milestone acceptance criteria as specified in this contract, including delivery of 

all items required to be delivered by the Contractor as part of this milestone’s 

acceptance criteria. 

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(e) Contractor’s willful misconduct or gross negligence. If an event or events occur during 

performance of the mission that would potentially qualify as a default pursuant to paragraph 

(a)(1) of clause 52.249-9 Default (Fixed-Price Research and Development) (Deviated), and 

such event or events were the result of the Contractor’s willful misconduct or gross 

negligence, this clause no longer governs, and the Government shall have all of the rights and 

remedies made available under clause 52.249-9 Default (Fixed-Price Research and 

Development) (Deviated). 

(f) Control of the HLS. The parties agree that the terms and conditions of this clause remain 

in effect whether the Contractor or the Government is in control, operational or otherwise, of 

the HLS in any capacity during performance of the mission. 

(End of Clause) 

DELIVERY OF DATA AND HARDWARE IN THE EVENT OF TERMINATION FOR 

CONVENIENCE OR DEFAULT

(a) In the event of a termination for the convenience of the Government, or a termination for 

default, the Government may elect to take title to and request delivery of: 

(1) Any items specified in paragraphs (b)(6)(i) and (ii) of 52.249-2 – Termination for 

Convenience of the Government (Fixed-Price); 

(2) Any items specified in paragraphs (e)(1) and (2) of 52.249-9 – Default (Fixed-Price 

Research and Development); 

(3) Any completed or partially-completed work not previously delivered to, and accepted 

by, the Government, including, but not limited to, any partially-completed draft technical data 

packages, computer software, and computer software documentation otherwise required as 

deliverables under this contract, and any hardware developed during the performance of this 

contract, regardless of whether the Contractor would have been required to deliver such 

hardware; and 

(4) Other property specifically produced or acquired for the terminated or non-terminated 

portion of this contract, including, but not limited to, any long-lead hardware or software items, 

or components thereof, procured under any CLIN of this contract. 

(b) Upon direction of the Contracting Officer, the Contractor shall also protect and preserve 

property in its possession in which the Government has an interest. 

(End of Clause) 

INSURANCE FOR HARM TO U.S. GOVERNMENT ASTRONAUTS

(a) Definitions. As used in this clause— 

(1) “Harm” means bodily injury to, impairment of health of, or death of, any U.S. 

Government astronaut; 

(2) “Mission activities” means activities performed pursuant to the terms of this contract 

commencing with U.S. Government astronaut ingress into the contractor’s human landing 

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80MSFC20C0034 P00016 

system vehicle or any component thereof for transportation to the lunar surface and concluding 

with U.S. Government astronaut egress from the contractor’s human landing system vehicle or 

any component thereof upon return from the lunar surface. 

(3) “U.S. Government astronaut” means any individual who meets the definition of 

“government astronaut” under 51 U.S.C. § 50902(4)(A), (B), and (C)(i), which means an 

individual who is an employee of the U.S. Government, including the uniformed services, 

engaged in the performance of a Federal function under authority of law or an Executive Act and 

designated as a government astronaut by NASA in accordance with applicable NASA 

requirements. 

(b) Insurance Requirements. 

(1) The contractor shall maintain insurance during the mission activities of this contract 

for harm to any and all U.S. Government astronauts that is sustained during the contractor’s 

performance of mission activities. 

(2) The insurance shall be in an amount not less than $5,000,000 per U.S. Government 

astronaut engaging in mission activities. 

(3) At the discretion of the Contracting Officer, the Contractor may demonstrate financial 

capability in an amount no less than $5,000,000 per U.S. Government astronaut engaging in 

mission activities in lieu of the insurance requirements of this clause. 

(4) The insurance required by this clause shall apply regardless of fault, except that 

insurance proceeds shall not be paid to any U.S. Government astronaut or their beneficiaries 

when the harm to that astronaut resulted from the willful misconduct of that astronaut. 

(5) The insurance shall cover harm that occurs or manifests within one year of the 

completion of the mission activity. 

(6) U.S. Government astronauts shall be named as additional insured parties under these 

policies. 

(7) The contractor shall provide acceptable evidence of the insurance or financial 

capability to the Contracting Officer, which shall be subject to Contracting Officer approval, no 

later than the commencement of mission activities under this contract. 

(End of clause) 

CROSS WAIVER OF LIABILITY FOR LUNAR SURFACE ACTIVITIES 

(a) As used in this clause— 

(1) “Damage” means: 

(i) Bodily injury to, impairment of health of, or death of, any person; 

(ii) Damage to, loss of, or loss of use of, any property; 

(iii) Loss of revenue or profits; or

(iv) Other direct, indirect, or consequential damage. 

(2) “Lunar Surface Activities” means activities performed pursuant to this contract on the 

surface of the Moon. Lunar Surface Activities commence upon contact with the lunar surface 

and conclude with liftoff from the lunar surface. 

(3) “Party” means either NASA or the Contractor, as appropriate (collectively, the 

“Parties”). 

(4) “Related Entity” means: 

(i) A contractor or subcontractor of a Party at any tier; 

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80MSFC20C0034 P00016 

(ii) A user or customer of a Party at any tier; or 

(iii) A contractor or subcontractor of a user or customer of a Party at any tier. The 

terms “contractor” and “subcontractor” include suppliers of any kind. 

(b) Each Party hereby waives any claim against the other Party, employees of the other Party, 

the other Party’s Related Entities, or employees of the other Party’s Related Entities, for Damage 

arising from or related to Lunar Surface Activities. 

(c) This reciprocal waiver of claims shall not apply to rights and obligations arising from the 

application of any of the other clauses in the contract or to rights and obligations arising from 

activities that are not within the scope of this Contract. 

(d) Each Party shall extend this cross-waiver to its Related Entities by requiring them, by 

contract or otherwise, to waive all claims against the other Party, Related Entities of the other 

Party, and employees of the other Party or of its Related Entities, for Damage arising from or 

related to Lunar Surface Activities. 

(e) Notwithstanding the other provisions of this clause, this cross-waiver of liability shall not 

be applicable to: 

(1) Claims between a Party and its own Related Entity or between its own Related 

Entities; 

(2) Claims made by a natural person, his/her estate, survivors, or subrogees (except when 

a subrogee is a Party to this contract or is otherwise bound by the terms of this cross-waiver) for 

bodily injury, other impairment of health, or death of such natural person; 

(3) Intellectual property claims; 

(4) Claims for Damage caused by willful misconduct; 

(5) Claims for Damage resulting from a failure of a Party to extend the cross-waiver of 

liability to its Related Entities pursuant to paragraph (c) of this clause; or 

(6) Claims by a Party arising out of or relating to the other Party’s failure to perform its 

obligations under this contract. 

(f) Nothing in this clause shall be construed to create the basis for a claim or suit where none 

would exist. 

(End of clause) 

CONTRACTOR USE OF GOVERNMENT-FURNISHED EQUIPMENT, 

PROPERTY, OR INFORMATION 

(a) Applicability. The terms and conditions set forth in this clause are applicable only 

to the Government-furnished property, whether required by the Government for use or 

requested by the Contractor for use during performance of this contract, that the 

Contractor will consume or otherwise fully expend during performance of this contract 

(referred to hereafter in this clause as “Consumable Property”). 

(b) Consumable Property Subject to the Terms of this Clause. NASA has prescribed 

a list of Consumable Property that is required for Contractor use during performance 

of the contract on a no-charge basis. Through the execution and submission with 

proposal of one or more Optional Government-furnished Property Agreements 

(OGFPAs), the Contractor has also identified additional Consumable Property that it 

proposes to use. Unless otherwise authorized in writing by the Contracting Officer, 

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80MSFC20C0034 P00016 

the Contractor shall utilize all of this Consumable Property in the performance of 

this contract. 

(c) New OGFPAs. During contract performance, the Parties may agree to execute 

additional OGFPAs if they mutually determine such agreements are necessary to 

respond to new or changed circumstances that arise during performance. The 

Contractor shall follow the instructions for use of OGFPAs as provided the 

OGFPA template. In the event the Contractor requests the use of new 

Consumable Property during performance, the Contractor shall be responsible for 

the cost of any such Consumable Property, and the Parties shall effectuate the 

addition of new OGFPAs, and corresponding contract price adjustments, pursuant 

to the FAR 52.243-1 – Changes – Fixed-Price (ALT I) as incorporated herein. 

(d) Delays in Delivery. The Government shall not be responsible for conflicts, delays, 

or disruptions to any Contractor work due to the Contractor’s reliance on, or use of, 

Consumable Property under this contract. Further, the Contractor agrees that late 

delivery of Consumable Property shall not be the subject of claims or other requests 

for equitable adjustment. The Contractor expressly agrees that it remains solely 

responsible for the adequacy, suitability, and performance of any Consumable Property 

utilized or otherwise relied upon when performing this contract. 

(e) Contractor Responsibility. Notwithstanding the Contractor’s use of Consumable 

Property under this contract, or any Contractor Use of Government Resources in 

support of such use (in accordance with the terms and conditions of this contract), the 

Contractor remains fully responsible for the performance of all requirements as set 

forth in this contract, including, but not limited to, any necessary integration and 

verification activities necessary for such Consumable Property. The Government’s 

provision of Consumable Property shall not be construed as: authorization; 

endorsement or approval of milestones; certification or final acceptance or rejection 

of certification success; or as a defense to any finding of mission failure or final 

acceptance or rejection of contract deliverables. 

(End of clause) 

PROPOSAL INCORPORATION INTO CONTRACT 

(a) Performance of this contract by the Contractor shall be conducted and performed in 

accordance with the detailed obligations to which the Contractor committed itself in its 

proposal submitted in response to Solicitation No. Broad Agency Announcement 

NNH19ZCQ001K_APPENDIX-H-HLS Option A. 

(b) Volumes I and III of Contractor's Option A proposal are incorporated by reference, 

fully replace and supersede all previous proposal volumes incorporated in the contract, 

and are hereby made subject to the provisions of the FAR 52.215-8 – Order of 

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80MSFC20C0034 P00016 

Precedence – Uniform Contract Format (Oct 1997) clause of this contract. Under FAR 

52.215-8, these volumes of the Contractor's proposal referenced herein are hereby 

designated as item (f) of the clause, following “the specifications” in the order of 

precedence. 

(c) As specified in the Option A solicitation, certain portions of Volume IV of the 

Contractor’s Option A proposal are incorporated into the contract at award. For any of 

these items for which older versions of the item were previously incorporated into the 

contract, the version of the item submitted with the Contractor’s Option A proposal 

fully replaces and supersedes all previously-incorporated versions incorporated in the 

contract. The Parties agree that these portions of the Contractor's proposal will be 

considered “Other documents, exhibits, and attachments” pursuant to paragraph (d) of 

FAR 52.215-8. 

(End of clause) 

MARKING REQUIREMENTS FOR TECHNICAL DATA AND COMPUTER 

SOFTWARE 

(a) Definitions. The definitions contained in FAR 52.227-14 Rights in Data – General (Deviated) 

as incorporated into this contract apply to this clause.

 (b) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert

restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose 

technical data or computer software to be delivered under this contract by marking the deliverable data 

subject to restriction. Except as provided otherwise in this clause, only the following legends are 

authorized under this contract: the government purpose rights legend of this clause; the limited rights 

legend of this clause; the special license rights legend 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 or computer software that 

qualify for such markings. The authorized legends shall be placed on the transmittal document or

storage container and, for printed material, each page of the printed material containing technical data 

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. Computer software 

transmitted directly from one computer or computer terminal to another shall contain a notice of 

asserted restrictions. However, instructions that interfere with or delay the operation of computer 

software in order to display a restrictive rights legend or other license statement at any time prior to or 

during use of the computer software, or otherwise cause such interference or delay, shall not be

inserted in software that will or might be used in combat or situations that simulate combat conditions, 

unless the Contracting Officer's written permission to deliver such software has been obtained prior to 

delivery. Reproductions of computer software or any portions thereof subject to asserted restrictions, 

shall also reproduce the asserted restrictions. 

(2) Government purpose rights markings. Technical data or computer software delivered or 

otherwise furnished to the Government with government purpose rights shall be marked as follows: 

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80MSFC20C0034 P00016 

GOVERNMENT PURPOSE RIGHTS 

Contract No. 

Contractor Name 

Contractor Address 

Expiration Date 

The Government's rights to use, modify, reproduce, release, perform, display, or disclose 

these technical data or this software are restricted by the above identified contract. No restrictions 

apply after the expiration date shown above. Any reproduction of technical data, software, or portions 

thereof marked with this legend must also reproduce the markings. 

(End of legend) 

(3) Limited rights markings. Technical 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 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) Restricted rights markings. Software delivered or otherwise furnished to the 

Government with restricted rights shall be marked with the following legend: 

RESTRICTED RIGHTS 

Contract No. 

Contractor Name 

Contractor Address 

The Government's rights to use, modify, reproduce, release, perform, display, or disclose 

this software are restricted by the above identified contract. Any reproduction of computer software or 

portions thereof marked with this legend must also reproduce the markings. Any person, other than

the Government, who has been provided access to such software must promptly notify the above 

named Contractor. 

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(End of legend) 

(5) Special license rights markings. 

(i) Technical data or computer software in which the Government's rights stem from a 

specifically negotiated license shall be marked 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. 

_____80MSFC20C0034____, 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. 

(6) Pre-existing 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, computer software, or computer software documentation deliverable under this 

contract, and those restrictions are still applicable, the Contractor may mark such data, software, or 

documentation with the appropriate restrictive legend for which the data qualified under the prior 

contract or license. 

 (c) Contractor procedures and records. Throughout performance of this contract, the Contractor 

and its subcontractors or suppliers that will deliver technical data, computer software, or computer 

software documentation with other than unlimited rights, shall— 

(1) Have, maintain, and follow written procedures sufficient to ensure 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, computer software, or computer software documentation delivered under this contract.

 (d) Removal of unjustified and nonconforming markings. 

(1) Unjustified markings. The rights and obligations of the parties regarding the validation of 

restrictive markings on technical data, computer software, or computer software documentation 

furnished or to be furnished under this contract are contained in the Validation section of this clause. 

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 section of this clause, a restrictive marking is determined to be 

unjustified. 

(2) Nonconforming markings. A nonconforming marking is a marking placed on technical 

data, computer software, or computer software documentation delivered or otherwise furnished to the 

Government under this contract that is not in the format authorized by this contract. Correction of 

nonconforming markings is not subject to the Validation section of this clause. If the Contracting 

Officer notifies the Contractor of a nonconforming marking and the Contractor fails to remove or 

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80MSFC20C0034 P00016 

correct such marking within sixty (60) days, the Government may ignore or, at the Contractor's 

expense, remove or correct any nonconforming marking.

 (e) Markings for scientific or technical articles. The contractor shall mark each scientific and 

technical article based on or containing data first produced in the performance of this contract and 

submitted for publication in academic, technical or professional journals, symposia proceedings, or 

similar works with a notice, similar in all material respects to the following, on the cover or first page 

of the article, reflecting the Government’s non- exclusive worldwide license in the copyright: 

GOVERNMENT RIGHTS NOTICE 

This work was authored by employees of Dynetics under Contract No. 80MSFC20C0035 with the 

National Aeronautics and Space Administration. The United States Government retains and the 

publisher, by accepting the article for publication, acknowledges that the United States Government 

retains a non-exclusive, paid-up, irrevocable, worldwide license to reproduce, prepare derivative 

works, distribute copies to the public, and perform publicly and display publicly, or allow others to do 

so, for United States Government purposes. All other rights are reserved by the copyright owner. 

(End of Notice) 

(f) Flow down to subcontractors and 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 this clause 

are recognized and protected. 

(2) Whenever any technical data for noncommercial items, or for commercial items 

developed in any part at Government expense, 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, including subcontracts or other contractual instruments 

for commercial items, and require its subcontractors or suppliers to do so, without alteration, except to 

identify the parties. 

(3) Whenever any noncommercial computer software or computer software documentation 

is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, 

the Contractor shall use this same clause in its subcontracts or other contractual instruments, and

require its subcontractors or suppliers to do so, without alteration, except to identify the parties. 

(End of Clause) 

VALIDATION AND CHALLENGE PROCEDURES FOR TECHNICAL DATA AND 

COMPUTER SOFTWARE 

1. Definitions. The definitions contained in FAR 52.227-14 Rights in Data – General 

(Deviated) as incorporated into this contract apply to this clause. 

(b) Validation of markings on technical data and computer software.

(1) Presumption regarding development exclusively at private expense – 

Commercial Item. The Contracting Officer will presume that the Contractor’s or a 

subcontractor’s asserted use or release restrictions with respect to a commercial item is justified 

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80MSFC20C0034 P00016 

on the basis that the item was developed exclusively at private expense. The Contracting Officer 

will not challenge such assertions unless the Contracting Officer has information that 

demonstrates that the commercial item was not developed exclusively at private expense. 

(2) Justification. The Contractor or subcontractor at any tier is responsible for 

maintaining records sufficient to justify the validity of its markings that impose restrictions on 

the Government and others to use, duplicate, or disclose technical data or computer software 

delivered or required to be delivered under the contract or subcontract. Except as provided in 

paragraph (m)(1) of this clause, the Contractor or subcontractor shall be prepared to furnish to 

the Contracting Officer a written justification for such restrictive markings in response to a 

challenge under paragraph (m)(4) of this clause. 

(3) Prechallenge request for information. 

(i) The Contracting Officer may request the Contractor or subcontractor 

to furnish a written explanation for any restriction asserted by the Contractor or subcontractor on 

the right of the United States or others to use technical data or computer software. If, upon 

review of the explanation submitted, the Contracting Officer remains unable to ascertain the 

basis of the restrictive marking, the Contracting Officer may further request the Contractor or 

subcontractor to furnish additional information in the records of, or otherwise in the possession 

of or reasonably available to, the Contractor or subcontractor to justify the validity of any 

restrictive marking on technical data or computer software delivered or to be delivered under the 

contract or subcontract (e.g., a statement of facts accompanied with supporting documentation). 

The Contractor or subcontractor shall submit such written data as requested by the Contracting 

Officer within the time required or such longer period as may be mutually agreed. 

(ii) If the Contracting Officer, after reviewing the written data furnished 

pursuant to paragraph (m)(3)(i) of this clause, or any other available information pertaining to 

the validity of a restrictive marking, determines that reasonable grounds exist to question the 

current validity of the marking and that continued adherence to the marking would make 

impracticable the subsequent competitive acquisition of the item, component, or process to 

which the technical data or computer software relates, the Contracting Officer shall follow the 

procedures in paragraph (m)(4) of this clause. 

(iii) If the Contractor or subcontractor fails to respond to the Contracting 

Officer's request for information under paragraph (m)(3)(i) of this clause, and the Contracting 

Officer determines that continued adherence to the marking would make impracticable the 

subsequent competitive acquisition of the item, component, or process to which the technical 

data or computer software relates, the Contracting Officer may challenge the validity of the 

marking as described in paragraph (m)(4) of this clause. 

(4) Challenge. 

(i) Notwithstanding any provision of this contract concerning inspection 

and acceptance, if the Contracting Officer determines that a challenge to the restrictive marking 

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80MSFC20C0034 P00016 

is warranted, the Contracting Officer shall send a written challenge notice to the Contractor or 

subcontractor asserting the restrictive markings. Such challenge shall— 

(A) State the specific grounds for challenging the asserted 

restriction; 

(B) Require a response within sixty (60) days justifying and 

providing sufficient evidence as to the current validity of the asserted restriction; 

(C) State that a Contracting Officer's final decision, issued 

pursuant to paragraph (m)(6) of this clause, sustaining the validity of a restrictive marking 

identical to the asserted restriction, within the three-year period preceding the challenge, shall 

serve as justification for the asserted restriction if the validated restriction was asserted by the 

same Contractor or subcontractor (or any licensee of such Contractor or subcontractor) to which 

such notice is being provided; and 

(D) State that failure to respond to the challenge notice may result 

in issuance of a final decision pursuant to paragraph (m)(5) of this clause. 

(ii) The Contracting Officer shall extend the time for response as 

appropriate if the Contractor or subcontractor submits a written request showing the need for 

additional time to prepare a response. 

(iii) The Contractor's or subcontractor's written response shall be 

considered a claim within the meaning of 41 U.S.C. 7101, Contract Disputes, and shall be 

certified in the form prescribed at 33.207 of the Federal Acquisition Regulation, regardless of 

dollar amount. 

(iv) A Contractor or subcontractor receiving challenges to the same 

restrictive markings from more than one Contracting Officer shall notify each Contracting 

Officer of the existence of more than one challenge. The notice shall also state which 

Contracting Officer initiated the first in time unanswered challenge. The Contracting Officer 

initiating the first in time unanswered challenge after consultation with the Contractor or 

subcontractor and the other Contracting Officers, shall formulate and distribute a schedule for 

responding to each of the challenge notices to all interested parties. The schedule shall afford the 

Contractor or subcontractor an opportunity to respond to each challenge notice. All parties will 

be bound by this schedule. 

(5) Final decision when Contractor or subcontractor fails to respond. Upon a 

failure of a Contractor or subcontractor to submit any response to the challenge notice the 

Contracting Officer will issue a final decision to the Contractor or subcontractor in accordance 

with this clause and the Disputes clause of this contract pertaining to the validity of the asserted 

restriction. This final decision shall be issued as soon as possible after the expiration of the 

applicable time period as specified in this clause. Following issuance of the final decision, the 

Contracting Officer will comply with the procedures in paragraphs (m)(6)(ii) through (v) of this 

clause. 

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80MSFC20C0034 P00016 

(6) Final decision when Contractor or subcontractor responds. 

(i) If the Contracting Officer determines that the Contractor or 

subcontractor has justified the validity of the restrictive marking, the Contracting Officer shall 

issue a final decision to the Contractor or subcontractor sustaining the validity of the restrictive 

marking, and stating that the Government will continue to be bound by the restrictive marking. 

This final decision shall be issued within sixty (60) days after receipt of the Contractor's or 

subcontractor's response to the challenge notice, or within such longer period that the 

Contracting Officer has notified the Contractor or subcontractor that the Government will 

require. The notification of a longer period for issuance of a final decision will be made within 

sixty (60) days after receipt of the response to the challenge notice. 

(ii) If the Contracting Officer determines that the validity of the restrictive 

marking is not justified: 

(A) The Contracting Officer shall issue a final decision to the 

Contractor or subcontractor in accordance with the Disputes clause of this contract. 

Notwithstanding the Disputes clause, the final decision shall be issued within sixty (60) days 

after receipt of the Contractor's or subcontractor's response to the challenge notice, or within 

such longer period that the Contracting Officer has notified the Contractor or subcontractor of 

the longer period that the Government will require. The notification of a longer period for 

issuance of a final decision will be made within sixty (60) days after receipt of the response to 

the challenge notice; and

(B) As applicable to computer software only, if the Contractor 

agrees that an asserted restriction is not valid, the Contracting Officer may strike or correct the 

unjustified marking at the Contractor's expense; or return the computer software to the 

Contractor for correction at the Contractor's expense. If the Contractor fails to correct or strike 

the unjustified restriction and return the corrected software to the Contracting Officer within 

sixty (60) days following receipt of the software, the Contracting Officer may correct or strike 

the markings at that Contractor's expense. 

(iii) The Government agrees that it will continue to be bound by the 

restrictive marking for a period of ninety (90) days from the issuance of the Contracting Officer's 

final decision under paragraph (g)(2)(i) of this clause. The Contractor or subcontractor agrees 

that, if it intends to file suit in the United States Claims Court it will provide a notice of intent to 

file suit to the Contracting Officer within ninety (90) days from the issuance of the Contracting 

Officer's final decision under paragraph (g)(2)(i) of this clause. If the Contractor or 

subcontractor fails to appeal, file suit, or provide a notice of intent to file suit to the Contracting 

Officer within the ninety (90)-day period, the Government may cancel or ignore the restrictive 

markings, and the failure of the Contractor or subcontractor to take the required action 

constitutes agreement with such Government action. 

(iv) The Government agrees that it will continue to be bound by the 

restrictive marking where a notice of intent to file suit in the United States Claims Court is 

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provided to the Contracting Officer within ninety (90) days from the issuance of the final 

decision under paragraph (g)(2)(i) of this clause. The Government will no longer be bound, and 

the Contractor or subcontractor agrees that the Government may strike or ignore the restrictive 

markings, if the Contractor or subcontractor fails to file its suit within one (1) year after issuance 

of the final decision. Notwithstanding the foregoing, where the head of an agency determines, 

on a nondelegable basis, that urgent or compelling circumstances will not permit waiting for the 

filing of a suit in the United States Claims Court, the Contractor or subcontractor agrees that the 

agency may, following notice to the Contractor or subcontractor, authorize release or disclosure 

of the technical data. Such agency determination may be made at any time after issuance of the 

final decision and will not affect the Contractor's or subcontractor's right to damages against the 

United States where its restrictive markings are ultimately upheld or to pursue other relief, if any, 

as may be provided by law. 

(v) The Government agrees that it will be bound by the restrictive 

marking where an appeal or suit is filed pursuant to the Contract Disputes statute until final 

disposition by an agency Board of Contract Appeals or the United States Claims Court. 

Notwithstanding the foregoing, where the head of an agency determines, on a nondelegable 

basis, following notice to the Contractor that urgent or compelling circumstances will not permit 

awaiting the decision by such Board of Contract Appeals or the United States Claims Court, the 

Contractor or subcontractor agrees that the agency may authorize release or disclosure of the 

technical data. Such agency determination may be made at any time after issuance of the final 

decision and will not affect the Contractor's or subcontractor's right to damages against the 

United States where its restrictive markings are ultimately upheld or to pursue other relief, if any, 

as may be provided by law. 

(7) Final disposition of appeal or suit. 

(i) If the Contractor or subcontractor appeals or files suit and if, upon 

final disposition of the appeal or suit, the Contracting Officer's decision is sustained— 

(A) The restrictive marking on the technical data shall be 

cancelled, corrected or ignored; and 

(B) If the restrictive marking is found not to be substantially 

justified, the Contractor or subcontractor, as appropriate, shall be liable to the Government for 

payment of the cost to the Government of reviewing the restrictive marking and the fees and 

other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) incurred by the Government in 

challenging the marking, unless special circumstances would make such payment unjust. 

(ii) If the Contractor or subcontractor appeals or files suit and if, upon 

final disposition of the appeal or suit, the Contracting Officer's decision is not sustained— 

(A) The Government shall continue to be bound by the restrictive 

marking; and 

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(B) The Government shall be liable to the Contractor or 

subcontractor for payment of fees and other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) 

incurred by the Contractor or subcontractor in defending the marking, if the challenge by the 

Government is found not to have been made in good faith. 

(8) Duration of right to challenge. The Government may review the validity of 

any restriction on technical data, delivered or to be delivered under a contract, asserted by the 

Contractor or subcontractor. During the period within three (3) years of final payment on a 

contract or within three (3) years of delivery of the technical data to the Government, whichever 

is later, the Contracting Officer may review and make a written determination to challenge the 

restriction. The Government may, however, challenge a restriction on the release, disclosure or 

use of technical data at any time if such technical data—

(i) Is publicly available; 

(ii) Has been furnished to the United States without restriction; or 

(iii) Has been otherwise made available without restriction. Only the 

Contracting Officer's final decision resolving a formal challenge by sustaining the validity of a 

restrictive marking constitutes “validation” as addressed in 10 U.S.C. 2321. 

(9) Decision not to challenge. A decision by the Government, or a determination 

by the Contracting Officer, to not challenge the restrictive marking or asserted restriction shall 

not constitute “validation.” 

(10) Privity of contract. The Contractor or subcontractor agrees that the 

Contracting Officer may transact matters under this clause directly with subcontractors or 

suppliers at any tier that assert restrictive markings or who assert restrictions on the 

Government's right to use, modify, reproduce, release, perform, display, or disclose computer 

software. However, neither this clause, nor any action taken by the Government under this 

clause, creates or implies privity of contract between the Government and the Contractor's 

subcontractors or suppliers. 

(c) Flow down to subcontractors and 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 this clause are recognized and protected. 

(2) Whenever any technical data for noncommercial items, or for commercial 

items developed in any part at Government expense, 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, including subcontracts or other 

contractual instruments for commercial items, and require its subcontractors or suppliers to do 

so, without alteration, except to identify the parties. 

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(3) Whenever any noncommercial computer software or computer software 

documentation is to be obtained from a subcontractor or supplier for delivery to the Government 

under this contract, the Contractor shall use this same clause in its subcontracts or other 

contractual instruments, and require its subcontractors or suppliers to do so, without alteration, 

except to identify the parties. 

(End of clause) 

LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED 

INFORMATION MARKED WITH RESTRICTIVE LEGENDS

(a) Definitions. The definitions contained in FAR 52.227-14 Rights in Data – General 

(Deviated) as incorporated into this contract apply to this clause. 

(b) Technical data or computer software provided to the Contractor as Government-furnished 

information (GFI) under this contract may be subject to restrictions on use, modification, 

reproduction, release, performance, display, or further disclosure. 

(1) GFI marked with government purpose rights, limited rights, restricted rights, or 

SBIR data rights legends. 

(i) The Contractor shall use, modify, reproduce, perform, or display technical data or 

computer software received from the Government marked with limited rights legends, computer 

software received with restricted rights legends, or SBIR technical data or computer software 

received with SBIR data rights legends (during the SBIR data protection period) only in the 

performance of this contract. The Contractor shall not, without the express written permission of 

the party whose name appears in the legend, release or disclose such data or software to any 

unauthorized person. 

(ii) If the Contractor is a covered Government support contractor, the Contractor is 

also subject to the additional terms and conditions at paragraph (b)(5) of this clause. 

(2) GFI marked with government purpose rights legends. The Contractor shall use 

technical data or computer software received from the Government with government purpose 

rights legends for government purposes only. The Contractor shall not, without the express 

written permission of the party whose name appears in the restrictive legend, use, modify, 

reproduce, release, perform, or display such data or software for any commercial purpose or 

disclose such data or software to a person other than its subcontractors, suppliers, or prospective 

subcontractors or suppliers, who require the data or software to submit offers for, or perform, 

contracts under this contract. Prior to disclosing the data or software, the Contractor shall require 

the persons to whom disclosure will be made to complete and sign a non-disclosure agreement. 

(3) GFI marked with specially negotiated license rights legends. 

(i) The Contractor shall use, modify, reproduce, release, perform, or display 

technical data or computer software received from the Government with specially negotiated 

license legends only as permitted in the license. Such data or software may not be released or 

disclosed to other persons unless permitted by the license and, prior to release or disclosure, the 

intended recipient has completed a non-disclosure agreement. The Contractor shall modify 

paragraph (1)(c) of the non-disclosure agreement to reflect the recipient's obligations regarding 

use, modification, reproduction, release, performance, display, and disclosure of the data or 

software. 

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(ii) If the Contractor is a covered Government support contractor, the Contractor 

may also be subject to some or all of the additional terms and conditions at paragraph (b)(5) of 

this clause, to the extent such terms and conditions are required by the specially negotiated 

license. 

(4) GFI technical data marked with commercial restrictive legends. 

(i) The Contractor shall use, modify, reproduce, perform, or display technical data 

that is or pertains to a commercial item and is received from the Government with a commercial 

restrictive legend (i.e., marked to indicate that such data are subject to use, modification, 

reproduction, release, performance, display, or disclosure restrictions) only in the performance of 

this contract. The Contractor shall not, without the express written permission of the party whose 

name appears in the legend, use the technical data to manufacture additional quantities of the 

commercial items, or release or disclose such data to any unauthorized person. 

(ii) If the Contractor is a covered Government support contractor, the Contractor is 

also subject to the additional terms and conditions at paragraph (b)(5) of this clause. 

(5) Covered Government support contractors. If the Contractor is a covered Government 

support contractor receiving technical data or computer software marked with restrictive legends, 

the Contractor further agrees and acknowledges that— 

(i) The technical data or computer software will be accessed and used for the sole 

purpose of furnishing independent and impartial advice or technical assistance directly to the 

Government in support of the Government’s management and oversight of the program or effort 

to which such technical data or computer software relates, as stated in this contract, and shall not 

be used to compete for any Government or non-Government contract; 

(ii) The Contractor will take all reasonable steps to protect the technical data or 

computer software against any unauthorized release or disclosure; 

(iii) The Contractor will ensure that the party whose name appears in the legend is 

notified of the access or use within thirty (30) days of the Contractor's access or use of such data 

or software; 

(iv) The Contractor will enter into a non-disclosure agreement with the party whose 

name appears in the legend, if required to do so by that party, and that any such non-disclosure 

agreement will implement the restrictions on the Contractor's use of such data or software as set 

forth in this clause. The non-disclosure agreement shall not include any additional terms and 

conditions unless mutually agreed to by the parties to the non-disclosure agreement; and 

(v) That a breach of these obligations or restrictions may subject the Contractor to— 

(A) Criminal, civil, administrative, and contractual actions in law and equity for 

penalties, damages, and other appropriate remedies by the United States; and 

(B) Civil actions for damages and other appropriate remedies by the party 

whose name appears in the legend. 

(c) Indemnification and creation of third party beneficiary rights. The Contractor agrees— 

(1) To indemnify and hold harmless the Government, its agents, and employees from 

every claim or liability, including attorneys’ fees, court costs, and expenses, arising out of, or in 

any way related to, the misuse or unauthorized modification, reproduction, release, performance, 

display, or disclosure of technical data or computer software received from the Government with 

restrictive legends by the Contractor or any person to whom the Contractor has released or 

disclosed such data or software; and 

(2) That the party whose name appears on the restrictive legend, in addition to any other 

rights it may have, is a third party beneficiary who has the right of direct action against the 

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Contractor, or any person to whom the Contractor has released or disclosed such data or 

software, for the unauthorized duplication, release, or disclosure of technical data or computer 

software subject to restrictive legends. 

(d) The Contractor shall ensure that its employees are subject to use and non-disclosure 

obligations consistent with this clause prior to the employees being provided access to or use of 

any GFI covered by this clause. 

(End of clause) 

CONTRACTOR DISCLOSURE OF INFORMATION 

(a) The Contractor shall not release to anyone outside the Contractor's organization any 

unclassified information, regardless of medium (e.g., film, tape, document), pertaining to any 

part of this contract or any program related to this contract, unless— 

(1) The Contracting Officer has given prior written approval; or 

(2) The information is otherwise in the public domain before the date of release. 

(b) Requests for approval under paragraph (a)(1) shall identify the specific information to be 

released, the medium to be used, and the purpose for the release. The Contractor shall submit its 

request to the Contracting Officer at least 10 business days before the proposed date for release. 

(c) The Contractor agrees to include a similar requirement, including this paragraph (c), in 

each subcontract under this contract. Subcontractors shall submit requests for authorization to 

release through the prime contractor to the Contracting Officer. 

(End of clause) 

CYBERSECURITY AND PROJECT PROTECTION 

(a) Definitions. As used in this clause, the following definitions apply: 

(1) “Covered contractor system” means any IT system, OT system, or Mission system; 

that is owned, or operated by or for, the contractor, its subcontractors, or its suppliers; that 

processes, stores, accesses, or transmits any data and information; as part of the performance 

of this contract. 

(2) “Cyber incident” means actions taken through the use of computer networks that 

result in a compromise or an actual or potentially adverse effect on a covered contractor 

system and/or the data and information residing therein. 

(3) “Data and information” means technical data (as that term is defined in the Rights in 

Data – General (Deviated) clause) and/or information incidental to contract administration, 

such as financial, administrative, cost or pricing, or management information. 

(4) “Information Technology (IT) system” means: any services, equipment, or 

interconnected system(s) or subsystem(s) of equipment; either contractor-owned or to which 

NASA may or will take legal title in accordance with this contract; that are used by the 

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contractor, in the performance of this contract, for the automatic acquisition, storage, 

analysis, evaluation, manipulation, management, movement, control, display, switching, 

interchange, transmission, or reception of data and information. An IT system may include 

computers, ancillary equipment (including imaging peripherals, input, output, and storage 

devices necessary for security and surveillance), peripheral equipment designed to be 

controlled by the central processing unit of a computer, software, firmware and similar 

procedures, services (including cloud computing and help-desk services or other professional 

services which support any point of the life cycle of the equipment or service), and related 

resources. 

(5) “Mission system” means any of the following: a space vehicle; instruments developed 

for, and used in, space flight programs and projects; critical technical facilities specifically 

developed or significantly modified for space flight systems; launch systems. A mission 

system can also include components, sensors, avionics, and communications equipment 

designed and engineered for the Human Landing System vehicle and ground systems that are 

in direct support of space flight operations. 

(6) “Operational Technology (OT) system” means hardware and software that is 

physically part of, dedicated to, or essential in real time to the performance, monitoring, or 

control of physical devices and processes. This includes but is not limited to a mission 

control system or center. 

(7) “Radio frequency interference” means any event that is observed as an increase in 

spacecraft receiver noise floor, degradation, disruption, or inability to receive commands, 

associated with safe and purposeful spacecraft operations. Examples include changes in or 

loss of Position Navigation Timing (PNT) signals that threaten the accuracy of a sufficient 

PNT solution, or signals that threaten the loss of or interference with the operator’s positive 

control of the spacecraft. This may also include spectrum interference, jamming, or signal 

spoofing. 

(b) Cybersecurity and project protection flow down requirement. The Contractor shall flow 

down the functional and performance cybersecurity and project protection requirements of 

this contract to its subcontractors and suppliers as needed to ensure that the Government is 

receiving its required level of cybersecurity and project protection whether the applicable 

covered contractor system is owned or operated by the contractor, one of its subcontractors, 

or one of its suppliers. Applicable requirements include, but are not necessarily limited to, 

those specified in: DRDs 1725MA-009 (IT Security Management Plan), 1725MA-010 

(Project Protection Plan), and 1725MA-011 (System Security Plan); Statement of Work 

section 4.8; contract clauses FAR 52.204-21 and NFS 1852.204-76, and this contract clause 

(CYBERSECURITY AND PROJECT PROTECTION). Note that subcontractors and 

suppliers are not required to prepare and submit their own plans pursuant to the indicated 

DRDs, but rather, that the contractor’s plans shall address all covered contractor systems that 

are owned or operated by its subcontractors and suppliers in the same manner that these plans 

would address the contractor’s own covered contractor systems. 

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(c) Incident reporting. 

(1) Cyber incidents. When the contractor discovers the occurrence of a cyber incident that 

affects a covered contractor system or the data and information residing therein, the 

contractor shall— 

(i) Conduct a review for evidence of compromise of data and information, including, 

but not limited to, identifying compromised computers, servers, specific data, and user 

accounts. This review shall also include analyzing covered contractor system(s) that were 

part of the cyber incident, as well as other information systems on the contractor’s 

network(s), that may have been accessed as a result of the incident in order to identify 

compromised data and information; 

(ii) Report it to the NASA Security Operations Center (SOC) and the Contracting 

Officer immediately upon discovery, but in no case shall reporting occur later than within 24 

hours of discovering a cyber incident; 

(iii) Fully cooperate in a timely manner with requests from SOC and the Contracting 

Officer to provide as much information as is reasonably possible about the cyber incident. 

Such information could include the type of compromise (e.g., unauthorized access, 

unauthorized release, or inadvertent release), a description of the technique or method used in 

the cyber incident, and the incident outcome (e.g., successful compromise, failed attempt, 

unknown). 

(2) Radio frequency interference. 

(i) When the contractor discovers radio frequency interference, the contractor shall 

report it to the Contracting Officer immediately upon discovery. 

(ii) Reporting to the Contracting Officer does not relieve the contractor of its 

obligation(s) to inform regulatory authorities regarding instances of harmful interference. 

(d) Cybersecurity representation and certification. By submission of a proposal, the 

contractor represents that it has and, as applicable, will, implement the controls and all other 

cybersecurity measures as specified in the contractor’s System Security Plan submitted with 

proposal, and that to the best of its knowledge, its subcontractors and suppliers have and, as 

applicable, will, implement the controls and all other cybersecurity measures that apply to 

their systems. For each subsequent revision to this plan, the contractor’s submittal of the 

revised plan operates as a certification that the contractor, and to the best of its knowledge, its 

subcontractors and suppliers, are fully complying with the controls and all other 

cybersecurity measures as specified therein. 

(End of clause) 

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NON-NASA CARGO, PAYLOADS, AND SERVICES 

(a) Definitions. As used in this clause, the following definitions apply: 

(1) “Applicable activity” means any uncrewed lunar surface landing test, crewed 

demonstration mission, or any risk reduction orbital flight activity or related review for 

which the Contractor has expressly proposed an associated milestone payment, that is 

performed by the Contractor as part of its performance of this contract. 

(2) “Non-NASA cargo or payloads” means any tangible item or software that is not 

owned by NASA or otherwise provided to the Contractor by NASA as part of the required 

performance of this contract. 

(3) “Non-NASA service” means any service performed by the Contractor for a nonNASA entity. 

(4) “Non-NASA customer” means any person or entity that provides a non-NASA cargo 

or payloads to, or that otherwise receives a non-NASA service from, the Contractor. Note 

that the Contractor itself is considered a non-NASA customer if the necessary conditions are 

met. 

(b) Permissible activities for non-NASA customers. During the performance of any applicable 

activity, subject to the procedures contained within this clause, the terms otherwise specified 

within the contract, and in accordance with all applicable laws, the Contractor may perform 

activities on behalf of, or otherwise for the benefit of, a non-NASA customer. Such activities 

may involve non-NASA cargo or payloads or non-NASA services. 

(c) Procedures. The Contractor shall comply with the following procedures, terms, and 

conditions when proposing to perform, or when performing, the activities contemplated by 

paragraph (b) of this clause. 

(1) Notice to NASA. No later than one hundred and twenty (120) days prior to the 

scheduled start of any activity contemplated by paragraph (b), the Contractor shall notify the 

Contracting Officer in writing of its proposed activities. At a minimum, this notice shall 

include: 

(i) An identification of all non-NASA customers involved in any capacity in the 

activity (here, a non-NASA customer is involved if that entity will potentially benefit from 

the activity being proposed by the Contractor); 

(ii) A description of how each of the non-NASA customers identified in (c)(1)(i) are 

involved in the proposed activity; 

(iii) A description of the non-NASA cargo or payloads and all non-NASA services 

contemplated by the proposed activity, and a plan detailing the specific manner in which the 

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Contractor proposes to involve non-NASA cargo or payloads, or perform non-NASA 

services, during the performance of any applicable activity; 

(iv) A compatibility assessment for all proposed non-NASA cargo or payloads; 

(v) An analysis demonstrating that the proposed activities will not unduly interfere 

with or jeopardize the successful performance of any applicable activity; 

(vi) If the proposed activities are to be performed at any time when crew are present, 

or are not performed when crew are present but that could reasonably increase risk to the 

health or safety of the crew when they are present, an analysis that identifies whether the 

proposed activities potentially create any additional risks to the health or safety of the crew, 

and if so, all measures proposed by the Contractor to eliminate, reduce, or mitigate these 

risks; 

(vii) If applicable, plans for compliance with any FAA license requirements in 

accordance with 51 U.S.C. § 50901 et seq.; 

(viii) If the proposed activities will occur during either the uncrewed lunar surface 

landing test or crewed lunar landing demonstrations, a proposed downward price adjustment 

to the applicable payment milestone, or other proposed consideration to be received by 

NASA, that will be provided by the Contractor to NASA if NASA approves the proposed 

activities [note that proposed activities that will occur during any other applicable activity 

need not include an accompanying proposed downward price adjustment]; and 

(ix) Any additional documentation or analyses requested by the Contracting Officer. 

(2) Costs. The Contractor shall bear full financial responsibility for all costs of the 

proposed activities, including but not limited to all FAA licensing requirements; costs 

associated with complying with this clause; and all costs associated with any other NASA 

requirements relating to the non-NASA cargo or payloads or non-NASA services, including 

any support needed from NASA in order to perform the proposed activities. 

(3) Preliminary NASA approval. After a full review of the documentation submitted by 

the Contractor pursuant to paragraph (c)(1), NASA will unilaterally, and at its sole discretion, 

determine whether to preliminarily approve, in part or in whole, the proposed activities 

involving non-NASA cargo or payloads and/or the provision of the non-NASA services 

during contract performance. Any activity contemplated by paragraph (b) will be assessed 

individually by NASA and preliminary approval, if granted, will be given on a case-by-case 

basis. Preliminary approval of a proposed activity shall not create a presumption that NASA 

will approve other future activities. NASA is under no obligation to approve any such 

requests from the Contractor. This clause does not create any rights or entitlements for the 

Contractor. 

(d) Liability and insurance. 

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(1) Liability. Prior to performing any activities preliminarily approved by NASA as 

contemplated by paragraph (c)(3), the Contractor shall: 

(i) Extend section (c) of NASA FAR Supplement clause 1852.228-76 CROSSWAIVER OF LIABILITY FOR INTERNATIONAL SPACE STATION ACTIVITIES (OCT 

2012) (DEVIATED), section (c) of NASA FAR Supplement clause 1852.228-78 CROSSWAIVER OF LIABILITY FOR SCIENCE AND SPACE EXPLORATION ACTIVITIES 

UNRELATED TO THE INTERNATIONAL SPACE STATION (OCT 2012) (DEVIATED), 

and the clause CROSS-WAIVER OF LIABILITY FOR LUNAR SURFACE ACTIVITIES 

to all non-NASA customers by requiring them to waive, in writing, any and all claims against 

entities listed in those clauses for all applicable activities, except that non-NASA customers 

are not required to waive such claims against the Contractor unless the Contractor so 

requires; 

(ii) Inform its non-NASA customers that the entities listed in the clauses specified in 

paragraph (d)(1)(i) have not waived any claims against the non-NASA customers; 

(iii) Obtain a written acknowledgement by the non-NASA customer that the entities 

listed in the clauses specified in paragraph (d)(1)(i) have not waived any claims against the 

commercial customers; and 

(iv) Provide the written documentation required by paragraphs (d)(1)(i)-(iii) to the 

Contracting Officer. 

(2) Insurance. The Contractor shall require non-NASA customers to maintain insurance 

covering damage to or loss of property or injury or death of any person sustained during any 

applicable activity that is directly or indirectly caused by the non-NASA cargo or payloads or 

performance of the non-NASA commercial service. The Contractor shall provide the 

Contracting Officer evidence to the Contracting Officer of required insurance no later than 

thirty (30) days prior to the launch on which the non-NASA cargo or payload is manifested 

or on which the non-NASA commercial service will be provided. The amount of required 

insurance and the terms and conditions for the policy or policies shall be subject to review by 

the Contracting Officer. Once reviewed, the policy or policies may not be modified or 

canceled without the prior, written approval of the Contracting Officer. 

(e) Final NASA approval. Following any preliminary NASA approval provided pursuant to 

paragraph (c)(3), the provision by the Contractor to the Contracting Officer of all of the 

written documentation required by paragraph (d), and the written approval by the Contracting 

Officer of that documentation, the proposed activity contemplated by paragraph (b) is 

considered to have final NASA approval and the Contractor may proceed to perform the 

activities involving non-NASA cargo or payloads and/or non-NASA services as proposed 

during contract performance. During the performance of any applicable activities, the 

Contractor shall not perform any activities involving non-NASA cargo or payloads or nonNASA services without first obtaining this final NASA approval. 

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(f) Contractor responsibility for performance. The Contractor remains fully responsible for 

all requirements as set forth in this contract. The Government’s authorization and approval as 

contemplated by this clause shall not be construed as: any other contractual authorization; 

endorsement or approval of milestones; certification or final acceptance or rejection of 

certification success; or as a defense to any finding of mission failure or final acceptance or 

rejection of contract deliverables. 

(g) Contractor responsibility for delays and impacts. The Contractor shall not modify the 

contractual schedule for any applicable activity in order to accommodate non-NASA cargo or 

payloads on behalf of a non-NASA customer, or to otherwise provide a non-NASA 

commercial service to a non-NASA customer, unless such a modification is explicitly 

approved by NASA as part of its final approval granted pursuant to paragraph (e). If NASA 

approves such a schedule change, NASA shall not be responsible for any costs, liabilities, or 

obligations associated with the rescheduling. The Contractor shall bear all costs and be 

responsible for any related impacts or delays. If the Contractor is unable to provide the nonNASA cargo or payload prior to integration, or if there is insufficient time to complete a new 

mission analysis before the launch date, the Contractor shall bear the cost and shall be 

responsible for designing, fabricating, installing, and integrating a cargo or payload mass 

simulator in lieu of the non-NASA cargo or payload. 

(h) Disclaimer of NASA liability to non-NASA customers and liability to Contractor for lost 

revenue. In no event shall NASA be liable for any costs or expenses incurred by non-NASA 

customers or by the Contractor on behalf of its customers. Further, in no event shall NASA 

be liable to the Contractor for any lost revenue, anticipatory profits, or consequential 

damages resulting from actual or prospective non-NASA customers. 

(i) Relationship to Insight. Nothing in this clause shall affect, modify, substitute, or in any 

way diminish NASA’s right to monitor Contractor performance of any applicable activity or 

of any activity approved by NASA pursuant to paragraph (e) in accordance with the 

GOVERNMENT INSIGHT clause within this contract. 

(End of clause) 

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SECTION I - CONTRACT CLAUSES 

52.202-1 DEFINITIONS (JUN 2020) 

52.203-3 GRATUITIES (APR 1984) 

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014) 

52.203-7 ANTI-KICKBACK PROCEDURES (JUN 2020) 

52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR 

ILLEGAL OR IMPROPER ACTIVITY (MAY 2014) 

52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 

(MAY 2014) 

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL 

TRANSACTIONS (JUN 2020) 

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (JUN 2020) 

(IBR) 

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL 

CONFIDENTIALITY AGREEMENTS OR STATEMENTS (JAN 2017) 

52.204-2 SECURITY REQUIREMENTS (AUG 1996) 

52.204-4 PRINTED OR COPIED DOUBLE-SIDED ON POSTCONSUMER FIBER 

CONTENT PAPER (MAY 2011) 

52.204-7 SYSTEM FOR AWARD MANAGEMENT (OCT 2018) (IBR) 

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL 

(JAN 2011) 

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER 

SUBCONTRACT AWARDS (OCT 2018) 

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) 

52.204-16 COMMERCIAL AND GOVERNMENT ENTITY CODE REPORTING 

(JUL 2016) (IBR) 

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND 

CERTIFICATIONS (DEC 2014) 

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52.204-22 ALTERNATIVE LINE ITEM PROPOSAL (JAN 2017) (IBR) 

52.204-23 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND 

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER 

COVERED ENTITIES (JUL 2018) 

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR 

EQUIPMENT (AUG 2020) 

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN 

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR 

PROPOSED FOR DEBARMENT (JUN 2020) 

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC 

CORPORATIONS (NOV 2015) 

52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) 

52.214-34 SUBMISSION OF OFFERS IN THE ENGLISH LANGUAGE (APR 1991) (IBR) 

52.214-35 SUBMISSION OF OFFERS IN U.S. CURRENCY (APR 1991) (IBR) 

52.215-2 AUDIT AND RECORDS—NEGOTIATION (JUN 2020) 

52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT (OCT 1997) 

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING 

DATA—MODIFICATIONS (AUG 2011) 

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA— 

MODIFICATIONS (DEVIATION 18-04) 

52.215-21 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA AND DATA 

OTHER THAN CERTIFIED COST OR PRICING DATA-MODIFICATIONS (JUN 2020) 

(IBR) 

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) 

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (JUN 2020) ALTERNATE II 

(NOV 2016) 

52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999) 

52.222-3 CONVICT LABOR (JUN 2003) 

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015) 

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52.222-24 PREAWARD ON-SITE EQUAL OPPORTUNITY COMPLIANCE 

EVALUATION (FEB 1999) (IBR) 

52.222-26 EQUAL OPPORTUNITY (SEP 2016) 

52.222-37 EMPLOYMENT REPORTS ON VETERANS (JUN 2020) 

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL 

LABOR RELATIONS ACT (DEC 2010) 

52.222-50 COMBATING TRAFFICKING IN PERSONS (OCT 2020) 

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) 

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING 

WHILE DRIVING (JUN 2020) 

52.223-20 AEROSOLS (JUN 2016) 

52.223-21 FOAMS (JUN 2016) 

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) 

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) ALTERNATE I (APR 1984) 

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT 

INFRINGEMENT (DEC 2007) 

52.227-11 PATENT RIGHTS - OWNERSHIP BY THE CONTRACTOR (MAY 2014) 

[(MODIFIED BY NFS 1852.227-11 (APR 2015)] 

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987) 

52.227-21 TECHNICAL DATA DECLARATION, REVISION, AND WITHHOLDING OF 

PAYMENT-MAJOR SYSTEMS (MAY 2014) 

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013) 

52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT 

CONTRACTS (APR 1984) 

52.232-17 INTEREST (MAY 2014) 

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) 

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52.232-25 PROMPT PAYMENT (JAN 2017) 

52.232-33 PAYMENT BY ELECTRONIC FUNDS TRANSFER - SYSTEM FOR AWARD 

MANAGEMENT (OCT 2018) 

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) 

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS 

CONTRACTORS (DEC 2013) 

52.233-1 DISPUTES (MAY 2014) ALTERNATE I (DEC 1991) 

52.233-2 SERVICE OF PROTEST (SEP 2006) (IBR) 

52.233-3 PROTEST AFTER AWARD (AUG 1996) 

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004) 

52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) 

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017) 

52.242-13 BANKRUPTCY (JUL 1995) 

52.243-1 CHANGES—FIXED-PRICE (AUG 1987) ALTERNATE I (APR 1984) 

52.243-6 CHANGE ORDER ACCOUNTING (APR 1984) 

52.245-1 GOVERNMENT PROPERTY (JAN 2017) 

52.245-1 GOVERNMENT PROPERTY (JAN 2017) ALTERNATE I (APR 2012) 

52.245-9 USE AND CHARGES (APR 2012) 

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXEDPRICE) (APR 2012) 

52.252-5 AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984) (IBR) 

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) (IBR) 

52.253-1 COMPUTER GENERATED FORMS (JAN 1991) 

52.204-1 APPROVAL OF CONTRACT (DEC 1989) 

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This contract is subject to the written approval of Procurement Officer and shall not be binding 

until so approved. 

(End of clause) 

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION 

SYSTEMS (JUN 2016) 

(a) Definitions. As used in this clause— 

Covered contractor information system means an information system that is owned or 

operated by a contractor that processes, stores, or transmits Federal contract information. 

Federal contract information means information, not intended for public release, that is 

provided by or generated for the Government under a contract to develop or deliver a product 

or service to the Government, but not including information provided by the Government to 

the public (such as on public Web sites) or simple transactional information, such as 

necessary to process payments. 

Information means any communication or representation of knowledge such as facts, data, or 

opinions, in any medium or form, including textual, numerical, graphic, cartographic, 

narrative, or audiovisual (Committee on National Security Systems Instruction (CNSSI) 

4009). 

Information system means a discrete set of information resources organized for the collection, 

processing, maintenance, use, sharing, dissemination, or disposition of information (44 U.S.C. 

3502). 

Safeguarding means measures or controls that are prescribed to protect information systems. 

(b) Safeguarding requirements and procedures. 

(1) The Contractor shall apply the following basic safeguarding requirements and procedures 

to protect covered contractor information systems. Requirements and procedures for basic 

safeguarding of covered contractor information systems shall include, at a minimum, the 

following security controls: 

(i) Limit information system access to authorized users, processes acting on behalf of 

authorized users, or devices (including other information systems). 

(ii) Limit information system access to the types of transactions and functions that 

authorized users are permitted to execute. 

(iii) Verify and control/limit connections to and use of external information systems. 

(iv) Control information posted or processed on publicly accessible information systems. 

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(v) Identify information system users, processes acting on behalf of users, or devices. 

(vi) Authenticate (or verify) the identities of those users, processes, or devices, as a 

prerequisite to allowing access to organizational information systems. 

(vii) Sanitize or destroy information system media containing Federal Contract 

Information before disposal or release for reuse. 

(viii) Limit physical access to organizational information systems, equipment, and the 

respective operating environments to authorized individuals. 

(ix) Escort visitors and monitor visitor activity; maintain audit logs of physical access; and 

control and manage physical access devices. 

(x) Monitor, control, and protect organizational communications (i.e., information 

transmitted or received by organizational information systems) at the external 

boundaries and key internal boundaries of the information systems. 

(xi) Implement subnetworks for publicly accessible system components that are physically 

or logically separated from internal networks. 

(xii) Identify, report, and correct information and information system flaws in a timely 

manner. 

(xiii) Provide protection from malicious code at appropriate locations within organizational 

information systems. 

(xiv) Update malicious code protection mechanisms when new releases are available. 

(xv) Perform periodic scans of the information system and real-time scans of files from 

external sources as files are downloaded, opened, or executed. 

(2) Other requirements. This clause does not relieve the Contractor of any other specific 

safeguarding requirements specified by Federal agencies and departments relating to 

covered contractor information systems generally or other Federal safeguarding 

requirements for controlled unclassified information (CUI) as established by Executive 

Order 13556. 

(c) Subcontracts. The Contractor shall include the substance of this clause, including this 

paragraph (c), in subcontracts under this contract (including subcontracts for the acquisition of 

commercial items, other than commercially available off-the-shelf items), in which the 

subcontractor may have Federal contract information residing in or transiting through its 

information system. 

(End of clause) 

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52.216-18 ORDERING (OCT 1995) 

(a) Any supplies and services to be furnished under this contract shall be ordered by issuance of 

delivery orders or task orders by the individuals or activities designated in the Schedule. Such 

orders may be issued from the date of contract award through expiration of contract including 

exercised option periods. 

(b) All delivery orders or task orders are subject to the terms and conditions of this contract. In 

the event of conflict between a delivery order or task order and this contract, the contract shall 

control. 

(c) If mailed, a delivery order or task order is considered “issued” when the Government deposits 

the order in the mail. Orders may be issued orally, by facsimile, or by electronic commerce 

methods only if authorized in the Schedule. 

52.216-19 ORDER LIMITATIONS (OCT 1995) 

(a) Minimum order. When the Government requires supplies or services covered by this contract 

in an amount of less than $10,000 ,the Government is not obligated to purchase, nor is the 

Contractor obligated to furnish, those supplies or services under the contract. 

(b) Maximum order. The Contractor is not obligated to honor --

(1) Any order for a single item in excess of $100,000,000 ; 

(2) Any order for a combination of items in excess of $100,000,000 ; or 

(3) A series of orders from the same ordering office within 60 days that together call for 

quantities exceeding the limitation in subparagraph (b)(1) or (2) of this section. 

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-

21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part 

of any one requirement from the Contractor if that requirement exceeds the maximum-order 

limitations in paragraph (b) of this section. 

(d) Notwithstanding paragraphs (b) and (c) of this section, the Contractor shall honor any order 

exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is 

returned to the ordering office within 10 days after issuance, with written notice stating the 

Contractor’s intent not to ship the item (or items) called for and the reasons. Upon receiving this 

notice, the Government may acquire the supplies or services from another source. 

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (OCT 2020) 

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) 

(a) The Government may extend the term of this contract by written notice to the Contractor 

within 5 days; provided that the Government gives the Contractor a preliminary written notice 

of its intent to extend at least 30 days before the contract expires. The preliminary notice does 

not commit the Government to an extension. 

(b) If the Government exercises this option, the extended contract shall be considered to include 

this option clause. 

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(c) The total duration of this contract, including the exercise of any options under this clause, 

shall not exceed 7 years. 

(End of clause) 

52.223-99 ENSURING ADEQUATE COVID-19 SAFETY PROTOCOLS FOR FEDERAL 

CONTRACTORS (DEVIATION 21-03) 

(a) Definition. As used in this clause -

United States or its outlying areas means— 

(1) The fifty States; 

(2) The District of Columbia; 

(3) The commonwealths of Puerto Rico and the Northern Mariana Islands; 

(4) The territories of American Samoa, Guam, and the United States Virgin Islands; and 

(5) The minor outlying islands of Baker Island, Howland Island, Jarvis Island, Johnston 

Atoll, Kingman Reef, Midway Islands, Navassa Island, Palmyra Atoll, and Wake Atoll. 

(b) Authority. This clause implements Executive Order 14042, Ensuring Adequate COVID 

Safety Protocols for Federal Contractors, dated September 9, 2021 (published in the Federal 

Register on September 14, 2021, 86 FR 50985). 

(c) Compliance. The Contractor shall comply with all guidance, including guidance conveyed 

through Frequently Asked Questions, as amended during the performance of this contract, for 

contractor or subcontractor workplace locations published by the Safer Federal Workforce Task 

Force (Task Force Guidance) at https://www.saferfederalworkforce.gov/contractors/ 

(d) Subcontracts. The Contractor shall include the substance of this clause, including this 

paragraph (d), in subcontracts at any tier that exceed the micro-purchase threshold, as defined in 

Federal Acquisition Regulation 2.101, performed in whole or in part within the United States or 

its outlying areas. 

(End of clause) 

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012) 

(a) Amount of payments and limitations on payments. Subject to such other limitations and 

conditions as are specified in this contract and this clause, the amount of payments and 

limitations on payments shall be specified in the contract’s description of the basis for 

payment. 

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(b) Contractor request for performance-based payment. The Contractor may submit requests for 

payment of performance-based payments not more frequently than monthly, in a form and 

manner acceptable to the Contracting Officer. Unless otherwise authorized by the Contracting 

Officer, all performance-based payments in any period for which payment is being requested 

shall be included in a single request, appropriately itemized and totaled. The Contractor’s 

request shall contain the information and certification detailed in paragraphs (l) and (m) of 

this clause. 

(c) Approval and payment of requests. 

(1) The Contractor shall not be entitled to payment of a request for performance-based 

payment prior to successful accomplishment of the event or performance criterion for 

which payment is requested. The Contracting Officer shall determine whether the event or 

performance criterion for which payment is requested has been successfully accomplished 

in accordance with the terms of the contract. The Contracting Officer may, at any time, 

require the Contractor to substantiate the successful performance of any event or 

performance criterion which has been or is represented as being payable. 

(2) A payment under this performance-based payment clause is a contract financing payment 

under the Prompt Payment clause of this contract and not subject to the interest penalty 

provisions of the Prompt Payment Act. The designated payment office will pay approved 

requests on the 30th day after receipt of the request for performance-based payment by the 

designated payment office. However, the designated payment office is not required to 

provide payment if the Contracting Officer requires substantiation as provided in 

paragraph (c)(1) of this clause, or inquires into the status of an event or performance 

criterion, or into any of the conditions listed in paragraph (a) of this clause, or into the 

Contractor certification. The payment period will not begin until the Contracting Officer 

approves the request. 

(3) The approval by the Contracting Officer of a request for performance-based payment does 

not constitute an acceptance by the Government and does not excuse the Contractor from 

performance of obligations under this contract. 

(d) Liquidation of performance-based payments. 

(1) Performance-based finance amounts paid prior to payment for delivery of an item shall be 

liquidated by deducting a percentage or a designated dollar amount from the delivery 

payment. If the performance-based finance payments are on a delivery item basis, the 

liquidation amount for each such line item shall be the percent of that delivery item price 

that was previously paid under performance-based finance payments or the designated 

dollar amount. If the performance-based finance payments are on a whole contract basis, 

liquidation shall be by either predesignated liquidation amounts or a liquidation 

percentage. 

(2) If at any time the amount of payments under this contract exceeds any limitation in this 

contract, the Contractor shall repay to the Government the excess. Unless otherwise 

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determined by the Contracting Officer, such excess shall be credited as a reduction in the 

unliquidated performance-based payment balance(s), after adjustment of invoice payments 

and balances for any retroactive price adjustments. 

(e) Reduction or suspension of performance-based payments. The Contracting Officer may 

reduce or suspend performance-based payments, liquidate performance-based payments by 

deduction from any payment under the contract, or take a combination of these actions after 

finding upon substantial evidence any of the following conditions: 

(1) The Contractor failed to comply with any material requirement of this contract (which 

includes paragraphs (h) and (i) of this clause). 

(2) Performance of this contract is endangered by the Contractor’s - 

(i) failure to make progress, or 

(ii) unsatisfactory financial condition. 

(3) The Contractor is delinquent in payment of any subcontractor or supplier under this 

contract in the ordinary course of business. 

(f) Title. 

(1) Title to the property described in this paragraph (f) shall vest in the Government. Vestiture 

shall be immediately upon the date of the first performance-based payment under this 

contract, for property acquired or produced before that date. Otherwise, vestiture shall 

occur when the property is or should have been allocable or properly chargeable to this 

contract. 

(2) Property, as used in this clause, includes all of the following described items acquired or 

produced by the Contractor that are or should be allocable or properly chargeable to this 

contract under sound and generally accepted accounting principles and practices: 

(i) Parts, materials, inventories, and work in process; 

(ii) Special tooling and special test equipment to which the Government is to acquire title; 

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, 

test equipment and other similar manufacturing aids, title to which would not be 

obtained as special tooling under subparagraph (f)(2)(ii) of this clause; and 

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are 

required to deliver them to the Government by other clauses of this contract. 

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(3) Although title to property is in the Government under this clause, other applicable clauses 

of this contract (e.g., the termination clauses) shall determine the handling and disposition 

of the property. 

(4) The Contractor may sell any scrap resulting from production under this contract, without 

requesting the Contracting Officer’s approval, provided that any significant reduction in 

the value of the property to which the Government has title under this clause is reported in 

writing to the Contracting Officer. 

(5) In order to acquire for its own use or dispose of property to which title is vested in the 

Government under this clause, the Contractor shall obtain the Contracting Officer’s 

advance approval of the action and the terms. If approved, the basis for payment (the 

events or performance criteria) to which the property is related shall be deemed to be not in 

compliance with the terms of the contract and not payable (if the property is part of or 

needed for performance), and the Contractor shall refund the related performance-based 

payments in accordance with paragraph (d) of this clause. 

(6) When the Contractor completes all of the obligations under this contract, including 

liquidation of all performance-based payments, title shall vest in the Contractor for all 

property (or the proceeds thereof) not - 

(i) Delivered to, and accepted by, the Government under this contract; or 

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this 

contract and to which title is vested in the Government under this clause. 

(7) The terms of this contract concerning liability for Government-furnished property shall 

not apply to property to which the Government acquired title solely under this clause. 

(g) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear 

the risk of loss for property, the title to which vests in the Government under this clause, 

except to the extent the Government expressly assumes the risk. If any property is lost (see 

45.101), the basis of payment (the events or performance criteria) to which the property is 

related shall be deemed to be not in compliance with the terms of the contract and not payable 

(if the property is part of or needed for performance), and the Contractor shall refund the 

related performance-based payments in accordance with paragraph (d) of this clause. 

(h) Records and controls. The Contractor shall maintain records and controls adequate for 

administration of this clause. The Contractor shall have no entitlement to performance-based 

payments during any time the Contractor’s records or controls are determined by the 

Contracting Officer to be inadequate for administration of this clause. 

(i) Reports and Government access. The Contractor shall promptly furnish reports, certificates, 

financial statements, and other pertinent information requested by the Contracting Officer for 

the administration of this clause and to determine that an event or other criterion prompting a 

financing payment has been successfully accomplished. The Contractor shall give the 

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Government reasonable opportunity to examine and verify the Contractor’s records and to 

examine and verify the Contractor’s performance of this contract for administration of this 

clause. 

(j) Special terms regarding default. If this contract is terminated under the Default clause, (1) the 

Contractor shall, on demand, repay to the Government the amount of unliquidated 

performance-based payments, and (2) title shall vest in the Contractor, on full liquidation of 

all performance-based payments, for all property for which the Government elects not to 

require delivery under the Default clause of this contract. The Government shall be liable for 

no payment except as provided by the Default clause. 

(k) Reservation of rights. 

(1) No payment or vesting of title under this clause shall - 

(i) excuse the Contractor from performance of obligations under this contract, or 

(ii) constitute a waiver of any of the rights or remedies of the parties under the contract. 

(2) The Government’s rights and remedies under this clause - 

(i) shall not be exclusive, but rather shall be in addition to any other rights and remedies 

provided by law or this contract, and 

(ii) shall not be affected by delayed, partial, or omitted exercise of any right, remedy, 

power, or privilege, nor shall such exercise or any single exercise preclude or impair 

any further exercise under this clause or the exercise of any other right, power, or 

privilege of the Government. 

(l) Content of Contractor’s request for performance-based payment. The Contractor’s 

request for performance-based payment shall contain the following: 

(1) The name and address of the Contractor; 

(2) The date of the request for performance-based payment; 

(3) The contract number and/or other identifier of the contract or order under which the 

request is made; 

(4) Such information and documentation as is required by the contract’s description of the 

basis for payment; and 

(5) A certification by a Contractor official authorized to bind the Contractor, as specified in 

paragraph (m) of this clause. 

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(m) Content of Contractor’s certification. As required in paragraph (l)(5) of this clause, the 

Contractor shall make the following certification in each request for performance-based 

payment: 

I certify to the best of my knowledge and belief that - 

(1) This request for performance-based payment is true and correct; this request (and 

attachments) has been prepared from the books and records of the Contractor, in 

accordance with the contract and the instructions of the Contracting Officer; 

(2) (Except as reported in writing on __________), all payments to subcontractors and suppliers 

under this contract have been paid, or will be paid, currently, when due in the ordinary course of 

business; 

(3) There are no encumbrances (except as reported in writing on _________) against the property 

acquired or produced for, and allocated or properly chargeable to, the contract which would 

affect or impair the Government’s title; 

(4) There has been no materially adverse change in the financial condition of the Contractor 

since the submission by the Contractor to the Government of the most recent written 

information dated _____________; and 

(5) After the making of this requested performance-based payment, the amount of all payments 

for each deliverable item for which performance-based payments have been requested will not 

exceed any limitation in the contract, and the amount of all payments under the contract will 

not exceed any limitation in the contract. 

(End of clause) 

52.243-7 NOTIFICATION OF CHANGES (JAN 2017) 

(a) Definitions. Contracting Officer, as used in this clause, does not include any representative of 

the Contracting Officer. 

Specifically Authorized Representative (SAR), as used in this clause, means any person the 

Contracting Officer has so designated by written notice (a copy of which shall be provided to 

the Contractor) which shall refer to this subparagraph and shall be issued to the designated 

representative before the SAR exercises such authority. 

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government 

conduct that the Contractor considers to constitute a change to this contract. Except for 

changes identified as such in writing and signed by the Contracting Officer, the Contractor 

shall notify the Administrative Contracting Officer in writing promptly, within 3 (to be 

negotiated) calendar days from the date that the Contractor identifies any Government 

conduct (including actions, inactions, and written or oral communications) that the Contractor 

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80MSFC20C0034 P00016 

regards as a change to the contract terms and conditions. On the basis of the most accurate 

information available to the Contractor, the notice shall state— 

(1) The date, nature, and circumstances of the conduct regarded as a change; 

(2) The name, function, and activity of each Government individual and Contractor official or 

employee involved in or knowledgeable about such conduct; 

(3) The identification of any documents and the substance of any oral communication 

involved in such conduct; 

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis 

upon which it arose; 

(5) The particular elements of contract performance for which the Contractor may seek an 

equitable adjustment under this clause, including— 

(i) What line items have been or may be affected by the alleged change; 

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the 

alleged change; 

(iii) To the extent practicable, what delay and disruption in the manner and sequence of 

performance and effect on continued performance have been or may be caused by the 

alleged change; 

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by 

the alleged change are estimated; and 

(6) The Contractor’s estimate of the time by which the Government must respond to the 

Contractor’s notice to minimize cost, delay or disruption of performance. 

(c) Continued performance. Following submission of the notice required by (b) above, the 

Contractor shall diligently continue performance of this contract to the maximum extent 

possible in accordance with its terms and conditions as construed by the Contractor, unless the 

notice reports a direction of the Contracting Officer or a communication from a SAR of the 

Contracting Officer, in either of which events the Contractor shall continue performance; 

provided, however, that if the Contractor regards the direction or communication as a change 

as described in (b) above, notice shall be given in the manner provided. All directions, 

communications, interpretations, orders and similar actions of the SAR shall be reduced to 

writing promptly and copies furnished to the Contractor and to the Contracting Officer. The 

Contracting Officer shall promptly countermand any action which exceeds the authority of the 

SAR. 

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(d) Government response. The Contracting Officer shall promptly, within 30 (to be negotiated) 

calendar days after receipt of notice, respond to the notice in writing. In responding, the 

Contracting Officer shall either— 

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and 

when necessary direct the mode of further performance; 

(2) Countermand any communication regarded as a change; 

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when 

necessary direct the mode of further performance; or 

(4) In the event the Contractor’s notice information is inadequate to make a decision under 

(1), (2), or (3) above, advise the Contractor what additional information is required, and 

establish the date by which it should be furnished and the date thereafter by which the 

Government will respond. 

(e) Equitable adjustments. 

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged 

by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost 

of, or the time required for, performance of any part of the work under this contract, 

whether changed or not changed by such conduct, an equitable adjustment shall be made— 

(i) In the contract price or delivery schedule or both; and 

(ii) In such other provisions of the contract as may be affected. 

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or 

specifications which are defective and for which the Government is responsible, the 

equitable adjustment shall include the cost and time extension for delay reasonably 

incurred by the Contractor in attempting to comply with the defective drawings, designs or 

specifications before the Contractor identified, or reasonably should have identified, such 

defect. When the cost of property made obsolete or excess as a result of a change 

confirmed by the Contracting Officer under this clause is included in the equitable 

adjustment, the Contracting Officer shall have the right to prescribe the manner of 

disposition of the property. The equitable adjustment shall not include increased costs or 

time extensions for delay resulting from the Contractor’s failure to provide notice or to 

continue performance as provided, respectively, in (b) and (c) above. 

Note: The phrases contract price and cost wherever they appear in the clause, may be 

appropriately modified to apply to cost-reimbursement or incentive contracts, or to 

combinations thereof. 

(End of clause) 

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52.249-9 DEFAULT (FIXED-PRICE RESEARCH AND DEVELOPMENT) (APR 1984) 

(DEVIATED) 

(a)(1) The Government may, subject to paragraphs (c) and (d) below, by written Notice of 

Default to the Contractor, terminate this contract in whole or in part if the Contractor fails to - 

(i) Perform the work under the contract within the time specified in this contract or 

any extension; 

(ii) Prosecute the work so as to endanger performance of this contract (but see 

subparagraph (a)(2) below); or 

(iii) Perform any of the other provisions of this contract (but see subparagraph (a)(2) 

below). 

(2) The Government's right to terminate this contract under subdivisions (1)(ii) and 

(1)(iii) of this paragraph may be exercised if the Contractor does not cure such failure within 10 

days (or more, if authorized in writing by the Contracting Officer) after receipt of the notice from 

the Contracting Officer specifying the failure. 

(b) If the Government terminates this contract in whole or in part, it may acquire, under the 

terms and in the manner the Contracting Officer considers appropriate, work similar to the work 

terminated, and the Contractor will be liable to the Government for any excess costs for the 

similar work; however, the Contractor’s liability shall be limited to the amount of ten percent 

(10%) of the total value of the current Contract Line Item Numbers (CLINs) that the Contractor 

is performing when the liability arose. This limitation of liability will not apply if the event or 

events triggering default under this clause were the result of the Contractor’s willful misconduct 

or gross negligence, and has no effect whatsoever upon the Government’s right to demand 

repayment of the amount of unliquidated performance-based payments made to the Contractor 

under FAR 52.232-32(j). However, in all cases, the Contractor shall continue the work not 

terminated. 

(c) Except for defaults of subcontractors at any tier, the Contractor shall not be liable for any 

excess costs if the failure to perform the contract arises from causes beyond the control and 

without the fault or negligence of the Contractor. Examples of such causes include (1) acts of 

God or of the public enemy, (2) acts of the Government in either its sovereign or contractual 

capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine restrictions, (7) strikes, (8) freight 

embargoes, and (9) unusually severe weather. In each instance the failure to perform must be 

beyond the control and without the fault or negligence of the Contractor. 

(d) If the failure to perform is caused by the default of a subcontractor at any tier, and if the 

cause of the default is beyond the control of both the Contractor and subcontractor, and without 

the fault or negligence of either, the Contractor shall not be liable for any excess costs for failure 

to perform, unless the subcontracted supplies or services were obtainable from other sources in 

sufficient time for the Contractor to meet the required delivery schedule or other performance 

requirements. 

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(e) If this contract is terminated for default, the Government may require the Contractor to 

transfer title and deliver to the Government, as directed by the Contracting Officer, any: 

(1) completed or partially completed work not previously delivered to, and accepted by, the 

Government, including, but not limited to, any partially completed draft technical data packages, 

computer software, and computer software documentation otherwise required as deliverables 

under this contract, and any hardware developed during the performance of this contract, 

regardless of whether the Contractor would have been required to deliver such hardware; and (2) 

other property, including contract rights, specifically produced or acquired for the terminated 

portion of this contract, including, but not limited to, and any long lead hardware or software 

items or components thereof procured under any CLIN of this contract. Upon direction of the 

Contracting Officer, the Contractor shall also protect and preserve property in its possession in 

which the Government has an interest. 

(f) The Government shall pay the contract price, if separately stated, for completed work it 

has accepted and the amount agreed upon by the Contractor and the Contracting Officer for (1) 

completed work for which no separate price is stated, (2) partially completed work, (3) other 

property described above that it accepts, and (4) the protection and preservation of the property. 

Failure to agree will be a dispute under the Disputes clause. The Government may withhold from 

these amounts any sum the Contracting Officer determines to be necessary to protect the 

Government against loss from outstanding liens or claims of former lien holders. 

(g) If, after termination, it is determined that the Contractor was not in default, or that the 

default was excusable, the rights and obligations of the parties shall be the same as if the 

termination had been issued for the convenience of the Government. 

(h) The rights and remedies of the Government in this clause are in addition to any other 

rights and remedies provided by law or under this contract. 

(End of clause) 

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 

(MAY 2020) 

(a) Definitions. As used in this clause— 

Long-term contract means a contract of more than five years in duration, including options. 

However, the term does not include contracts that exceed five years in duration because the 

period of performance has been extended for a cumulative period not to exceed six months 

under the clause at 52.217-8, Option to Extend Services, or other appropriate authority. 

Small business concern means a concern, including its affiliates, that is independently owned 

and operated, not dominant in the field of operation in which it is bidding on Government 

contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size 

standard in paragraph (d) of this clause. Such a concern is “not dominant in its field of 

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80MSFC20C0034 P00016 

operation” when it does not exercise a controlling or major influence on a national basis in a 

kind of business activity in which a number of business concerns are primarily engaged. In 

determining whether dominance exists, consideration shall be given to all appropriate factors, 

including volume of business, number of employees, financial resources, competitive status or 

position, ownership or control of materials, processes, patents, license agreements, facilities, 

sales territory, and nature of business activity. 

(b) If the Contractor represented that it was any of the small business concerns identified in 

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and 

socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) 

of this clause, upon occurrence of any of the following: 

(1) Within 30 days after execution of a novation agreement or within 30 days after 

modification of the contract to include this clause, if the novation agreement was executed 

prior to inclusion of this clause in the contract. 

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 

days after modification of the contract to include this clause, if the merger or acquisition 

occurred prior to inclusion of this clause in the contract. 

(3) For long-term contracts— 

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and 

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any 

option thereafter. 

(c) If the Contractor represented that it was any of the small business concerns identified in 

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and 

socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) 

of this clause, when the Contracting Officer explicitly requires it for an order issued under a 

multiple-award contract. 

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect 

at the time of this rerepresentation that corresponds to the North American Industry 

Classification System (NAICS) code(s) assigned to this contract. The small business size 

standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/ 

support--table-size-standards. 

(e) The small business size standard for a Contractor providing a product which it does not 

manufacture itself, for a contract other than a construction or service contract, is 500 

employees. 

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the 

representation(s) required by paragraph (b) and (c) of this clause by validating or updating all 

its representations in the Representations and Certifications section of the System for Award 

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Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the 

Contractor’s current status. The Contractor shall notify the contracting office in writing within 

the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see 

paragraph (c) of this clause), that the data have been validated or updated, and provide the 

date of the validation or update. 

(g) If the Contractor represented that it was other than a small business concern prior to award of 

this contract, the Contractor may, but is not required to, take the actions required by 

paragraphs (f) or (h) of this clause. 

(h) If the Contractor does not have representations and certifications in SAM, or does not have a 

representation in SAM for the NAICS code applicable to this contract, the Contractor is 

required to complete the following rerepresentation and submit it to the contracting office, 

along with the contract number and the date on which the rerepresentation was completed: 

(1) The Contractor represents that it [_] is, [x] is not a small business concern under NAICS 

Code 541715 assigned to contract number 80MSFC20C0034. 

(2) The Contractor represents that it [_] is, [_] is not, a small disadvantaged business concern 

as defined in 13 CFR 124.1002. 

(3) The Contractor represents that it [_] is, [_] is not a women-owned small business concern. 

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. The 

Contractor represents that— 

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all 

the required documents to the WOSB Repository, and no change in circumstances or 

adverse decisions have been issued that affects its eligibility; and 

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 

127, and the representation in paragraph (h)(4)(i) of this clause is accurate for each 

WOSB concern eligible under the WOSB Program participating in the joint venture. 

Each WOSB concern eligible under the WOSB Program participating in the joint 

venture shall submit a separate signed copy of the WOSB representation. 

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. The 

Contractor represents that— 

(i) It [_] is, [_] is not an EDWOSB concern eligible under the WOSB Program, has 

provided all the required documents to the WOSB Repository, and no change in 

circumstances or adverse decisions have been issued that affects its eligibility; and 

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 

127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each 

EDWOSB concern participating in the joint venture. Each EDWOSB concern 

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80MSFC20C0034 P00016 

participating in the joint venture shall submit a separate signed copy of the EDWOSB 

representation. 

(6) The Contractor represents that it [_] is, [_] is not a veteran-owned small business concern. 

(7) The Contractor represents that it [_] is, [_] is not a service-disabled veteran-owned small 

business concern. 

(8) The Contractor represents that— 

(i) It [_] is, [_] is not a HUBZone small business concern listed, on the date of this 

representation, on the List of Qualified HUBZone Small Business Concerns maintained 

by the Small Business Administration, and no material changes in ownership and 

control, principal office, or HUBZone employee percentage have occurred since it was 

certified in accordance with 13 CFR part 126; and 

(ii) It [_] is, [_] is not a HUBZone joint venture that complies with the requirements of 13 

CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for 

each HUBZone small business concern participating in the HUBZone joint venture. 

Each HUBZone small business concern participating in the HUBZone joint venture 

shall submit a separate signed copy of the HUBZone representation. 

(End of clause) 

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 

(MAY 2020) ALTERNATE I (MAR 2020) 

(a) Definitions. As used in this clause— 

Long-term contract means a contract of more than five years in duration, including options. 

However, the term does not include contracts that exceed five years in duration because the 

period of performance has been extended for a cumulative period not to exceed six months 

under the clause at 52.217-8, Option to Extend Services, or other appropriate authority. 

Small business concern means a concern, including its affiliates, that is independently owned 

and operated, not dominant in the field of operation in which it is bidding on Government 

contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size 

standard in paragraph (d) of this clause. Such a concern is “not dominant in its field of 

operation” when it does not exercise a controlling or major influence on a national basis in a 

kind of business activity in which a number of business concerns are primarily engaged. In 

determining whether dominance exists, consideration shall be given to all appropriate factors, 

including volume of business, number of employees, financial resources, competitive status or 

position, ownership or control of materials, processes, patents, license agreements, facilities, 

sales territory, and nature of business activity. 

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(b) If the Contractor represented that it was any of the small business concerns identified in 

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and 

socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) 

of this clause, upon occurrence of any of the following: 

(1) Within 30 days after execution of a novation agreement or within 30 days after 

modification of the contract to include this clause, if the novation agreement was executed 

prior to inclusion of this clause in the contract. 

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 

days after modification of the contract to include this clause, if the merger or acquisition 

occurred prior to inclusion of this clause in the contract. 

(3) For long-term contracts— 

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and 

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any 

option thereafter. 

(c) If the Contractor represented that it was any of the small business concerns identified in 

19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and 

socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) 

of this clause, when the Contracting Officer explicitly requires it for an order issued under a 

multiple-award contract. 

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect 

at the time of this rerepresentation that corresponds to the North American Industry 

Classification System (NAICS) code(s) assigned to this contract. The small business size 

standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/ 

support--table-size-standards. 

(e) The small business size standard for a Contractor providing a product which it does not 

manufacture itself, for a contract other than a construction or service contract, is 500 

employees. 

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the 

representation(s) required by paragraph (b) and (c) of this clause by validating or updating all 

its representations in the Representations and Certifications section of the System for Award 

Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the 

Contractor’s current status. The Contractor shall notify the contracting office in writing within 

the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see 

paragraph (c) of this clause), that the data have been validated or updated, and provide the 

date of the validation or update. 

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80MSFC20C0034 P00016 

(g) If the Contractor represented that it was other than a small business concern prior to award of 

this contract, the Contractor may, but is not required to, take the actions required by 

paragraphs (f) or (h) of this clause. 

(h) If the Contractor does not have representations and certifications in SAM, or does not have a 

representation in SAM for the NAICS code applicable to this contract, the Contractor is 

required to complete the following rerepresentation and submit it to the contracting office, 

along with the contract number and the date on which the rerepresentation was completed: 

2. The Contractor represents its small business size status for each one of the NAICS codes 

assigned to this contract. 

NAICS code Small business concern (yes/no) 

[Contracting Officer to insert NAICS codes.] 

(2) [Complete only if the Contractor represented itself as a small business concern in 

paragraph (h)(1) of this clause.] The Contractor represents that it [_] is, [_] is not, a small 

disadvantaged business concern as defined in 13 CFR 124.1002. 

(3) [Complete only if the Contractor represented itself as a small business concern in 

paragraph (h)(1) of this clause.] The Contractor represents that it [_] is, [_] is not a 

women-owned small business concern. 

(4) Women-owned small business (WOSB) concern eligible under the WOSB Program. 

[Complete only if the Contractor represented itself as a women-owned small business 

concern in paragraph (h)(3) of this clause.] The Contractor represents that— 

(i) It [_] is, [_] is not a WOSB concern eligible under the WOSB Program, has provided all 

the required documents to the WOSB Repository, and no change in circumstances or 

adverse decisions have been issued that affects its eligibility; and 

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 

127, and the representation in paragraph (h)(4)(i) of this clause is accurate for each 

WOSB concern eligible under the WOSB Program participating in the joint venture. 

[The Contractor shall enter the name or names of the WOSB concern eligible under the 

WOSB Program and other small businesses that are participating in the joint venture: 

_____.] Each WOSB concern eligible under the WOSB Program participating in the 

joint venture shall submit a separate signed copy of the WOSB representation. 

(5) Economically disadvantaged women-owned small business (EDWOSB) concern. 

[Complete only if the Contractor represented itself as a women-owned small business 

concern eligible under the WOSB Program in (h)(4) of this clause.] The Contractor 

represents that— 

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(i) It [_] is, [_] is not an EDWOSB concern eligible under the WOSB Program, has 

provided all the required documents to the WOSB Repository, and no change in 

circumstances or adverse decisions have been issued that affects its eligibility; and 

(ii) It [_] is, [_] is not a joint venture that complies with the requirements of 13 CFR part 

127, and the representation in paragraph (h)(5)(i) of this clause is accurate for each 

EDWOSB concern participating in the joint venture. [The Contractor shall enter the 

name or names of the EDWOSB concern and other small businesses that are 

participating in the joint venture: _____.] Each EDWOSB concern participating in the 

joint venture shall submit a separate signed copy of the EDWOSB representation. 

(6) [Complete only if the Contractor represented itself as a small business concern in 

paragraph (h)(1) of this clause.] The Contractor represents that it [_] is, [_] is not a 

veteran-owned small business concern. 

(7) [Complete only if the Contractor represented itself as a veteran-owned small business 

concern in paragraph (h)(6) of this clause.] The Contractor represents that it [_] is, [_] is 

not a service-disabled veteran-owned small business concern. 

(8) [Complete only if the Contractor represented itself as a small business concern in 

paragraph (h)(1) of this clause.] The Contractor represents that— 

(i) It [_] is, [_] is not a HUBZone small business concern listed, on the date of this 

representation, on the List of Qualified HUBZone Small Business Concerns maintained 

by the Small Business Administration, and no material changes in ownership and 

control, principal office, or HUBZone employee percentage have occurred since it was 

certified in accordance with 13 CFR part 126; and 

(ii) It [_] is, [_] is not a HUBZone joint venture that complies with the requirements of 13 

CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for 

each HUBZone small business concern participating in the HUBZone joint venture. 

[The Contractor shall enter the names of each of the HUBZone small business concerns 

participating in the HUBZone joint venture: _____.] Each HUBZone small business 

concern participating in the HUBZone joint venture shall submit a separate signed copy 

of the HUBZone representation. 

[Contractor to sign and date and insert authorized signer’s name and title.] 

(End of clause) 

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (JUN 2020) 

(a) Definitions. As used in this clause— 

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“Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” 

“disabled veteran,” “protected veteran,” “qualified disabled veteran,” and “recently separated 

veteran” have the meanings given at Federal Acquisition Regulation (FAR) 22.1301. 

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal 

opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits 

discrimination against qualified protected veterans, and requires affirmative action by the 

Contractor to employ and advance in employment qualified protected veterans. 

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts valued at or 

above the threshold specified in FAR 22.1303(a) on the date of subcontract award, unless 

exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act 

as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the 

terms, including action for noncompliance. Such necessary changes in language may be made 

as shall be appropriate to identify properly the parties and their undertakings. 

(End of clause) 

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUN 2020) 

(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal 

opportunity clause at 41 CFR 60-741.5(a), as of March 24, 2014. This clause prohibits 

discrimination against qualified individuals on the basis of disability, and requires affirmative 

action by the Contractor to employ and advance in employment qualified individuals with 

disabilities. 

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or 

purchase order in excess of the threshold specified in Federal Acquisition Regulation (FAR) 

22.1408(a) on the date of subcontract award, unless exempted by rules, regulations, or orders 

of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. 

The Contractor shall act as specified by the Director, Office of Federal Contract Compliance 

Programs of the U.S. Department of Labor, to enforce the terms, including action for 

noncompliance. Such necessary changes in language may be made as shall be appropriate to 

identify properly the parties and their undertakings. 

(End of clause) 

52.246-26 REPORTING NONCONFORMING ITEMS (JUN 2020) 

(a) Definitions. As used in this clause— 

Common item means an item that has multiple applications versus a single or peculiar 

application. 

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Counterfeit item means an unlawful or unauthorized reproduction, substitution, or alteration 

that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an 

authentic, unmodified item from the original manufacturer, or a source with the express 

written authority of the original manufacturer or current design activity, including an 

authorized aftermarket manufacturer. Unlawful or unauthorized substitution includes used 

items represented as new, or the false identification of grade, serial number, lot number, date 

code, or performance characteristics. 

Critical item means an item, the failure of which is likely to result in hazardous or unsafe 

conditions for individuals using, maintaining, or depending upon the item; or is likely to 

prevent performance of a vital agency mission. 

Critical nonconformance means a nonconformance that is likely to result in hazardous or 

unsafe conditions for individuals using, maintaining, or depending upon the supplies or 

services; or is likely to prevent performance of a vital agency mission. 

Design activity means an organization, Government or contractor, that has responsibility for 

the design and configuration of an item, including the preparation or maintenance of design 

documents. Design activity could be the original organization, or an organization to which 

design responsibility has been transferred. 

Major nonconformance means a nonconformance, other than critical, that is likely to result in 

failure of the supplies or services, or to materially reduce the usability of the supplies or 

services for their intended purpose. 

Suspect counterfeit item means an item for which credible evidence (including but not limited 

to, visual inspection or testing) provides reasonable doubt that the item is authentic. 

(b) The Contractor shall— 

(1) Screen Government-Industry Data Exchange Program (GIDEP) reports, available at 

www.gidep.org, as a part of the Contractor’s inspection system or program for the control 

of quality, to avoid the use and delivery of counterfeit or suspect counterfeit items or 

delivery of items that contain a major or critical nonconformance. This requirement does 

not apply if the Contractor is a foreign corporation or partnership that does not have an 

office, place of business, or fiscal paying agent in the United States; 

(2) Provide written notification to the Contracting Officer within 60 days of becoming aware 

or having reason to suspect, such as through inspection, testing, record review, or 

notification from another source (e.g., seller, customer, third party) that any end item, 

component, subassembly, part, or material contained in supplies purchased by the 

Contractor for delivery to, or for, the Government is counterfeit or suspect counterfeit; 

(3) Retain counterfeit or suspect counterfeit items in its possession at the time of discovery 

until disposition instructions have been provided by the Contracting Officer; and 

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80MSFC20C0034 P00016 

(4) Except as provided in paragraph (c) of this clause, submit a report to GIDEP at 

www.gidep.org within 60 days of becoming aware or having reason to suspect, such as 

through inspection, testing, record review, or notification from another source (e.g., seller, 

customer, third party) that an item purchased by the Contractor for delivery to, or for, the 

Government is— 

(i) A counterfeit or suspect counterfeit item; or 

(ii) A common item that has a major or critical nonconformance. 

(c) The Contractor shall not submit a report as required by paragraph (b)(4) of this clause, if— 

(1) The Contractor is a foreign corporation or partnership that does not have an office, place 

of business, or fiscal paying agent in the United States; 

(2) The Contractor is aware that the counterfeit, suspect counterfeit, or nonconforming item is 

the subject of an on-going criminal investigation, unless the report is approved by the 

cognizant law-enforcement agency; or 

(3) For nonconforming items other than counterfeit or suspect counterfeit items, it can be 

confirmed that the organization where the defect was generated (e.g., original component 

manufacturer, original equipment manufacturer, aftermarket manufacturer, or distributor 

that alters item properties or configuration) has not released the item to more than one 

customer. 

(d) Reports submitted in accordance with paragraph (b)(4) of this clause shall not include— 

(1) Trade secrets or confidential commercial or financial information protected under the 

Trade Secrets Act (18 U.S.C. 1905); or 

(2) Any other information prohibited from disclosure by statute or regulation. 

(e) Additional guidance on the use of GIDEP is provided at 

http://www.gidep.org/about/opmanual/opmanual.htm. 

(f) If this is a contract with the Department of Defense, as provided in paragraph (c)(5) of section 

818 of the National Defense Authorization Act for Fiscal Year 2012 (Pub. L. 112-81), the 

Contractor or subcontractor that provides a written report or notification under this clause that 

the end item, component, part, or material contained electronic parts (i.e., an integrated 

circuit, a discrete electronic component (including, but not limited to, a transistor, capacitor, 

resistor, or diode), or a circuit assembly)) that are counterfeit electronic parts or suspect 

counterfeit electronic parts shall not be subject to civil liability on the basis of such reporting, 

provided that the Contractor or any subcontractor made a reasonable effort to determine that 

the report was factual. 

(g) Subcontracts. 

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(1) Except as provided in paragraph (g)(2) of this clause, the Contractor shall insert this 

clause, including this paragraph (g), in subcontracts that are for— 

(i) Items subject to higher-level quality standards in accordance with the clause at FAR 

52.246-11, Higher-Level Contract Quality Requirement; 

(ii) Items that the Contractor determines to be critical items for which use of the clause is 

appropriate; 

(iii) Electronic parts or end items, components, parts, or materials containing electronic 

parts, whether or not covered in paragraph (g)(1)(i) or (ii) of this clause, if the 

subcontract exceeds the simplified acquisition threshold, as defined in FAR 2.101 on 

the date of subcontract award, and this contract is by, or for, the Department of Defense 

(as required by paragraph (c)(4) of section 818 of the National Defense Authorization 

Act for Fiscal Year 2012 (Pub. L. 112-81)); or 

(iv) For the acquisition of services, if the subcontractor will furnish, as part of the service, 

any items that meet the criteria specified in paragraphs (g)(1)(i) through (g)(1)(iii) of 

this clause. 

(2) The Contractor shall not insert the clause in subcontracts for— 

(i) Commercial items; or 

(ii) Medical devices that are subject to the Food and Drug Administration reporting 

requirements at 21 CFR 803. 

(3) The Contractor shall not alter the clause other than to identify the appropriate parties. 

(End of clause) 

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.ecfr.gov 

www.acquisition.gov 

http://www.hq.nasa.gov/office/procurement/regs/NFS.pdf 

(End of clause) 

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80MSFC20C0034 P00016 

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 NASA FAR Supplement (48 CFR 18) clause 

with an authorized deviation is indicated by the addition of (DEVIATION) after the name of 

the regulation. 

(End of clause) 

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS (JUN 2001) 

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER 

RIGHTS (AUG 2014) 

1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION 

TECHNOLOGY RESOURCES (JAN 2011) 

1852.215-84 OMBUDSMAN (NOV 2011) 

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS (APR 2015) 

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM (APR 2015) 

1852.223-74 DRUG- AND ALCOHOL-FREE WORKFORCE (NOV 2015) (IBR) 

1852.233-70 PROTESTS TO NASA (DEC 2015) (IBR) 

1852.235-70 CENTER FOR AEROSPACE INFORMATION (DEC 2006) 

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005) 

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005) 

1852.204-75 SECURITY CLASSIFICATION REQUIREMENTS (SEP 1989) 

1852.246-74 CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND 

AVOIDANCE (SEP 2020) (IBR) 

1852.245-80 GOVERNMENT PROPERTY MANAGEMENT INFORMATION (JAN 

2011) (IBR) 

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Performance under this contract will involve access to and/or generation of classified 

information, work in a security area, or both, up to the level of TS/SCI See Federal Acquisition 

Regulation clause 52.204-2 in this contract and DD Form 254, Contract Security Classification 

Specification. 

(End of clause) 

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) 

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific 

authorization or direction to perform work within the scope of the contract and as specified in 

the schedule. The Contractor may incur costs under this contract in performance of task orders 

and task order modifications issued in accordance with this clause. No other costs are 

authorized unless otherwise specified in the contract or expressly authorized by the 

Contracting Officer. 

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the 

following data: 

(1) A functional description of the work identifying the objectives or results desired from the 

contemplated task order. 

(2) Proposed performance standards to be used as criteria for determining whether the work 

requirements have been met. 

(3) A request for a task plan from the Contractor to include the technical approach, period of 

performance, appropriate cost information, and any other information required to 

determine the reasonableness of the Contractor’s proposal. 

(c) Within 30 calendar days after receipt of the Contracting Officer’s request, the Contractor 

shall submit a task plan conforming to the request. 

(d) After review and any necessary discussions, the Contracting Officer may issue a task order to 

the Contractor containing, as a minimum, the following: 

(1) Date of the order. 

(2) Contract number and order number. 

(3) Functional description of the work identifying the objectives or results desired from the 

task order, including special instructions or other information necessary for performance of 

the task. 

(4) Performance standards, and where appropriate, quality assurance standards. 

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80MSFC20C0034 P00016 

(5) Maximum dollar amount authorized (cost and fee or price). This includes allocation of 

award fee among award fee periods, if applicable. 

(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized. 

(7) Delivery/performance schedule including start and end dates. 

(8) If contract funding is by individual task order, accounting and appropriation data. 

(e) The Contractor shall provide acknowledgement of receipt to the Contracting Officer within 5 

calendar days after receipt of the task order. 

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the 

procedures described in paragraphs (a) through (d), a task order which includes a ceiling price 

may be issued. 

(g) The Contracting officer may amend tasks in the same manner in which they are issued. 

(h) In the event of a conflict between the requirements of the task order and the Contractor’s 

approved task plan, the task order shall prevail. 

(End of clause) 

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) ALTERNATE II (APR 2018) 

(a) Only the Contracting Officer may issue task orders to the Contractor, providing specific 

authorization or direction to perform work within the scope of the contract and as specified in 

the schedule. The Contractor may incur costs under this contract in performance of task orders 

and task order modifications issued in accordance with this clause. No other costs are 

authorized unless otherwise specified in the contract or expressly authorized by the 

Contracting Officer. 

(b) Prior to issuing a task order, the Contracting Officer shall provide the Contractor with the 

following date: 

(1) A functional description of the work identifying the objectives or results desired from the 

contemplated task order. 

(2) Proposed performance standards to be used as criteria for determining whether the work 

requirements have been met. 

(3) A request for a task plan from the Contractor to include the technical approach, period of 

performance, appropriate cost information, and any other information required to 

determine the reasonableness of the Contractor’s proposal. 

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80MSFC20C0034 P00016 

(c) Within 30 calendar days after receipt of the Contracting Officer’s request, the Contractor 

shall submit a task plan conforming to the request. 

(d) After review and any necessary discussions, the Contracting Officer may issue a task order to 

the Contractor containing, as a minimum, the following: 

(1) Date of the order. 

(2) Contract number and order number. 

(3) Functional description of the work identifying the objectives or results desired from the 

task order, including special instructions or other information necessary for performance of 

the task. 

(4) Performance standards, and where appropriate, quality assurance standards. 

(5) Maximum dollar amount authorized (cost and fee or price). This includes allocation of 

award fee among award fee periods, if applicable. 

(6) Any other resources (travel, materials, equipment, facilities, etc.) authorized. 

(7) Delivery/performance schedule including start and end dates. 

(8) If contract funding is by individual task order, accounting and appropriation data. 

(e) The Contractor shall provide acknowledgement of receipt to the Contracting Officer within 5 

calendar days after receipt of the task order. 

(f) If time constraints do not permit issuance of a fully defined task order in accordance with the 

procedures described in paragraphs (a) through (d), a task order which includes a ceiling price 

may be issued. 

(g) The Contracting officer may amend tasks in the same manner in which they are issued. 

(h) In the event of a conflict between the requirements of the task order and the Contractor’s 

approved task plan, the task order shall prevail. 

(i) Contractor shall submit progress reports, as required. When required, the reports shall contain, 

at a minimum, the following information: 

(1) Contract number, task order number, and date of the order. 

(2) Price and billed amounts to date for each task order. 

(3) Significant issues/problems associated with the task order. 

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80MSFC20C0034 P00016 

(4) Status of all task orders issued under the contract. 

(5) Invoice number. 

(End of clause) 

1852.225-71 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (FEB 

2012)(DEVIATION) 

(a) Definition - “China” or “Chinese-owned company” means the People’s Republic of China, 

any company owned by the People’s Republic of China or any company incorporated under 

the laws of the People’s Republic of China. 

(b) Public Laws 112-10, Section 1340(a) and 112-55, Section 539, restrict NASA from 

contracting to participate, collaborate, coordinate bilaterally in any way with China or a 

Chinese-owned company using funds appropriated on or after April 25, 2011. Contracts for 

commercial and non developmental items are exempted from the prohibition because they 

constitute purchase of goods or services that would not involve participation, collaboration, or 

coordination between the parties. 

(c) This contract may use restricted funding that was appropriated on or after April 25, 2011. 

The contractor shall not contract with China or Chinese-owned companies for any effort 

related to this contract except for acquisition of commercial and non-developmental items. If 

the contractor anticipates making an award to China or Chinese-owned companies, the 

contractor must contact the contracting officer to determine if funding on this contract can be 

used for that purpose. 

(d) Subcontracts - The contractor shall include the substance of this clause in all subcontracts 

made hereunder. 

(End of clause) 

52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014)

(DEVIATED) 

(a) Definitions. As used in this clause— 

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(1) “Commercial computer software” means software developed or regularly used for nongovernmental purposes which— 

(i) Has been sold, leased, or licensed to the public; 

(ii) Has been offered for sale, lease, or license to the public; 

(iii) Has not been offered, sold, leased, or licensed to the public but will be available for 

commercial sale, lease, or license in time to satisfy the delivery requirements of this contract; or 

(iv) Satisfies a criterion expressed in paragraph (a)(1)(i), (ii), or (iii) of this clause and 

would require only minor modification to meet the requirements of this contract. 

(2) “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. 

(3) “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. 

(4) “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. 

(5) “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. 

(6) “Covered Government support contractor" means a contractor under a contract, the 

primary purpose of which is to furnish independent and impartial advice or technical assistance 

directly to the Government in support of the Government’s management and oversight of a program 

or effort (rather than to directly furnish an end item or service to accomplish a program or effort), 

provided that the contractor— 

(i) Is not affiliated with the prime contractor or a first-tier subcontractor on the program 

or effort, or with any direct competitor of such prime contractor or any such first-tier subcontractor in 

furnishing end items or services of the type developed or produced on the program or effort; and 

(ii) Receives access to technical data or computer software for performance of a 

Government contract. 

(7) “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. 

(8) “Developed” means the following, as appropriate: 

(i) 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 

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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; 

(ii) A computer program has been successfully operated in a computer and tested to the 

extent sufficient to demonstrate to reasonable persons skilled in the art that the program can 

reasonably be expected to perform its intended purpose; 

(iii) Computer software, other than computer programs, has been tested or analyzed to 

the extent sufficient to demonstrate to reasonable persons skilled in the art that the software can 

reasonably be expected to perform its intended purpose; or 

(iv) Computer software documentation required to be delivered under a contract has 

been written, in any medium, in sufficient detail to comply with requirements under that contract. 

(9) “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 shall be made at the lowest practicable and 

segregable 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. 

(10) “Developed exclusively with government funds” means development was not 

accomplished exclusively or partially at private expense. 

(11) “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. In addition, technical data and computer 

software developed during collaboration as defined in contract Section H clause, “Use of Government 

Resources,” as well as technical data and computer software developed under work performed 

pursuant to a Government Task Agreement, are considered to be developed with mixed funding. 

(12) “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. 

(13) “Government purpose” means any activity in which the United States Government is a 

party, including cooperative agreements with international or multi-national 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. 

(14) “Government purpose rights” means the rights to— 

(i) Use, modify, reproduce, release, perform, display, or disclose technical data, 

computer software, or computer software documentation within the Government without restriction;

and 

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80MSFC20C0034 P00016 

(ii) Release or disclose technical data, computer software, or computer software 

documentation outside the Government and authorize persons to whom release or disclosure has been 

made to use, modify, reproduce, release, perform, display, or disclose that data for United States 

government purposes. 

(15) “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— 

(i) The reproduction, release, disclosure, or use is— 

(A) Necessary for emergency repair and overhaul; or 

(B) A release or disclosure to— 

(1) A covered Government support contractor or to entities outside the 

Government pursuant to agreements and contracts related to the Gateway or Artemis program for 

interface or integration purposes only; or 

(2) A foreign government, of technical data other than detailed manufacturing 

or process data, when use of such data by the foreign government is in the interest of the Government 

and is required for evaluation or informational purposes; 

(ii) The recipient of the technical data is subject to a prohibition on the further 

reproduction, release, disclosure, or use of the technical data; and 

(iii) The contractor or subcontractor asserting the restriction is notified of such 

reproduction, release, disclosure, or use. 

(16) “Minor modification” means a modification that does not significantly alter the 

nongovernmental function or purpose of the software or is of the type customarily provided in the 

commercial marketplace. 

(17) “Noncommercial computer software” means software that does not qualify as 

commercial computer software under paragraph (a)(1) of this clause. 

(18) “Restricted rights” apply only to noncommercial computer software and mean the 

Government's rights to— 

(i) Use a computer program with one computer at one time. The program may not be

accessed by more than one terminal or central processing unit or time shared unless otherwise

permitted by this contract; 

(ii) Transfer a computer program to another Government agency without the further

permission of the Contractor if the transferor destroys all copies of the program and related computer 

software documentation in its possession and notifies the licensor of the transfer. Transferred 

programs remain subject to the provisions of this clause; 

(iii) Make the minimum number of copies of the computer software required for 

safekeeping (archive), backup, or modification purposes; 

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80MSFC20C0034 P00016 

(iv) Modify computer software provided that the Government may— 

(A) Use the modified software only as provided in paragraphs (a)(18)(i) and (iii) of 

this clause; and 

(B) Not release or disclose the modified software except as provided in paragraphs 

(a)(18)(ii), (v), (vi) and (vii) of this clause; 

(v) Permit contractors or subcontractors performing service contracts (see 37.101 of the 

Federal Acquisition Regulation) in support of this or a related contract to use computer software to 

diagnose and correct deficiencies in a computer program, to modify computer software to enable a 

computer program to be combined with, adapted to, or merged with other computer programs or when 

necessary to respond to urgent situations, provided that— 

(A) The Government notifies the party which has granted restricted rights that a 

release or disclosure to particular contractors or subcontractors was made; 

(B) The Government shall not permit the recipient to decompile, disassemble, or 

reverse engineer the software, or use software decompiled,

disassembled, or reverse engineered by the Government pursuant to paragraph (a)(18)(iv) of this

clause, for any other purpose; and 

(C) Such use is subject to the limitations in paragraphs (a)(18)(i) through (iii) of this 

clause; 

(vi) Permit contractors or subcontractors performing emergency repairs or overhaul of

items or components of items procured under this or a related contract to use the computer software 

when necessary to perform the repairs or overhaul, or to modify the computer software to reflect the 

repairs or overhaul made, provided that— 

(A) The Government shall not permit the recipient to decompile, disassemble, or 

reverse engineer the software, or use software decompiled, 

disassembled, or reverse engineered by the Government pursuant to paragraph (a)(18)(iv) of this

clause, for any other purpose; and 

(B) Such use is subject to the limitations in paragraphs (a)(18)(i) through (iii) of this 

clause; and 

(vii) Permit covered Government support contractors in the performance of covered 

Government support contracts to use, modify, reproduce, perform, display, or release or disclose the 

computer software to a person authorized to receive restricted rights computer software, provided 

that— 

(A) The Government shall not permit the covered Government support contractor 

to decompile, disassemble, or reverse engineer the software, or use software decompiled, 

disassembled, or reverse engineered by the Government pursuant to paragraph (a)(18)(iv) of this

clause, for any other purpose; and 

(B) Such use is subject to the limitations in paragraphs (a)(18)(i) through (iv) of 

this clause. 

(19) “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 

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80MSFC20C0034 P00016 

does not include computer software or data incidental to contract administration, such as financial 

and/or management information. 

(20) “Unlimited rights” means rights to use, modify, reproduce, perform, display, release, or 

disclose technical data, computer software, or computer software documentation in whole or in part, 

in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

 (b) License Rights. The Contractor grants or shall obtain for the Government the following 

royalty free, world-wide, nonexclusive, irrevocable license rights: 

(1) Unlimited rights. The Government shall have unlimited rights in: 

(i) Technical data that are form, fit, and function data; 

(ii) Technical data or computer software that are 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; 

(iii) Technical data or computer software that are data in which the Government has 

obtained unlimited rights under another Government contract or as a result of negotiations; 

(iv) Technical data or computer software that are furnished to the Government, under 

this or any other Government contract or subcontract thereunder, with— 

(A) Government purpose license rights, limited rights, or restricted rights, and the 

restrictive condition(s) has/have expired; or 

(B) Government purpose rights, and the Contractor's exclusive right to use such 

technical data or computer software for commercial purposes has expired; and 

(v) Technical data that are necessary for installation, operation, maintenance, or training 

purposes (other than detailed manufacturing or process data). 

(2) Government purpose rights in technical data. 

(i) Except when the Government is entitled to unlimited rights in technical data as 

provided in section (b)(1) of this clause, the Government shall have government purpose rights in— 

(A) Technical data that are developed exclusively with Government funds in the 

performance of this contract; 

(B) Technical data that are developed with mixed funding in the performance of this 

contract; 

(C) Technical data that are 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; 

(D) Technical data that are corrections or changes to technical data furnished to the 

Contractor by the Government; and 

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80MSFC20C0034 P00016 

(E) All other technical data required to be delivered under this contract, unless such 

data is delivered with limited rights in accordance with paragraph (b)(4) of this clause. 

(ii) 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 a nondisclosure agreement; or 

(B) The recipient is a Government contractor, grantee, or partner receiving access 

to the data for the performance of a Government contract, grant, or under the terms of an agreement 

executed pursuant to the Government’s other transactional authority. 

(iii) The Contractor has the exclusive right, including the right to license others, to use 

for any commercial purpose technical data in which the Government has obtained government 

purpose rights under this contract. 

(3) Government purpose rights in computer software. 

(i) Except when the Government is entitled to unlimited rights in computer software as 

provided in section (b)(1) of this clause, the Government shall have government purpose rights in: 

(A) Computer software developed exclusively with Government funds in the 

performance of this contract; 

(B) Computer software developed with mixed funding in the performance of this 

contract; 

(C) Corrections or changes to computer software furnished to the Contractor by the 

Government; and 

(D) All other computer software required to be delivered under this contract, unless 

such computer software is delivered with restricted rights in accordance with paragraph (b)(4) of this 

clause. 

(ii) The Government shall not release or disclose computer software in which it has 

government purpose rights to any other person unless— 

(A) Prior to release or disclosure, the intended recipient is subject to a use and nondisclosure agreement; or 

(B) The recipient is a Government contractor, grantee, or partner receiving access 

to the data for the performance of a Government contract, grant, or under the terms of an agreement 

executed pursuant to the Government’s other transactional authority. 

(iii) The Contractor has the exclusive right, including the right to license others, to use 

for any commercial purpose computer software in which the Government has obtained government 

purpose rights under this contract. 

(4) Limited rights. 

(i) Except as provided in sections (b)(1) – (b)(3) of this clause, the Government shall 

have limited rights in technical data if such data is listed by the Contractor in the Assertion Notice in 

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80MSFC20C0034 P00016 

accordance with paragraph (f) of this clause and marked with the limited rights legend prescribed in 

paragraph (g) of this clause. 

(ii) For all technical data delivered with limited rights under this contract, the Contractor

shall furnish form, fit, and function data in addition. 

(iii) 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. 

(iv) 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. 

(v) The Contractor acknowledges that— 

(A) The Government is authorized to release or disclose limited rights data to 

covered Government support contractors and to entities outside the Government pursuant to 

agreements and contracts related to the Gateway or Artemis program for interface or integration 

purposes only; 

(B) The Contractor will be notified of such release or disclosure; and 

(C) The Government makes such disclosure subject to prohibition against further 

use and disclosure. 

(5) Restricted rights. 

(i) The Government shall have restricted rights in noncommercial computer software 

required to be delivered or otherwise provided to the Government under this contract that was 

developed exclusively at private expense if such software is listed by the Contractor in the Assertion 

Notice in accordance with paragraph (f) of this clause and marked with the restricted rights legend 

prescribed in paragraph (g) of this clause. 

(ii) For all computer software delivered with restricted rights under this contract, the 

Contractor shall furnish form, fit, and function data in addition. 

(iii) The Contractor, its subcontractors, or suppliers are not required to provide the 

Government additional rights in noncommercial computer software delivered or otherwise provided to 

the Government with restricted rights. However, if the Government desires to obtain additional rights 

in such software, the Contractor agrees to promptly enter into negotiations with the Contracting 

Officer to determine whether there are acceptable terms for transferring such rights. All 

noncommercial computer software in which the Contractor has granted the Government additional 

rights shall be listed or described in a license agreement made part of the contract. The license shall 

enumerate the additional rights granted the Government. 

(iv) The Contractor acknowledges that— 

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80MSFC20C0034 P00016 

(A) The Government is authorized to release or disclose restricted rights computer 

software to covered Government support contractors and to entities outside the Government pursuant 

to agreements and contracts related to the Gateway or Artemis program for interface or integration 

purposes only; 

(B) The Contractor will be notified of such release or disclosure; and 

(C) The Government makes such disclosure subject to prohibition against further 

use and disclosure. 

(6) Specifically negotiated license rights. After contract award, the license rights granted to 

the Government under this clause may be modified by mutual agreement to provide such rights as the 

parties consider appropriate, but shall not provide the Government lesser rights than limited rights for 

technical data and computer software documentation, or lesser rights than restricted rights for 

computer software. Any rights so negotiated shall be identified in a license agreement and

incorporated into this contract. 

(7) Prior government rights. Technical data or computer software that will be delivered, 

furnished, or otherwise provided to the Government under this contract, in which the Government has 

previously obtained rights shall be delivered, furnished, or provided with the pre-existing rights, 

unless— 

(i) The parties have agreed otherwise and attached that agreement to this contract; 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. 

(8) Release from liability. The Contractor agrees to release the Government from liability for

any release or disclosure of technical data made in accordance with this clause, in accordance with the 

terms of a license negotiated under the terms 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) Rights in derivative computer software or computer software documentation. The 

Government shall retain its rights in the unchanged portions of any computer software or computer 

software documentation delivered under this contract that the Contractor uses to prepare, or includes 

in, derivative computer software or computer software documentation. 

 (e) 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, or incorporate any copyrighted computer software or computer software documentation in 

the software or documentation 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, software, or documentation of the appropriate scope as set forth in this

clause, and: for technical data, has affixed a statement of the license or licenses obtained on behalf of

the Government and other persons to the data transmittal document; for computer software, prior to

delivery of such, has provided a statement of the license rights obtained in a form acceptable to the 

Contracting Officer; or, for computer software documentation, prior to delivery of such, has affixed to 

the transmittal document a statement of the license rights obtained. 

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(f) 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) In an attachment to their proposal, the Contractor shall identify all technical data and 

computer software that the Contractor asserts should be furnished to the Government with rights less 

than unlimited rights or government purpose rights (the Assertion Notice). During or after contract

performance, the Contractor shall not deliver any technical data or software with restrictive markings 

unless the data or software is listed in the Assertion Notice. 

(3) When requested by the Contracting Officer, the Contractor shall provide additional, 

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 Assertions Notice and 

validate any listed assertion, at a later date, in accordance with the procedures specified in contract

section H clause Validation and Challenge Procedures for Technical Data and Computer Software. 

(4) In addition to the assertions made in the Assertion Notice, other assertions may be

identified after award when based on new information. 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 or software using the Assertion Notice format. 

(5) Assertion Notice. The Contractor shall use the following Assertion Notice form to comply 

with the requirements of paragraphs (f)(2)-(4) of this clause. An official authorized to contractually

obligate the Contractor shall sign each Assertion Notice submitted by the Contractor to the 

Government. 

Assertion Notice 

Identification and Assertion of Restrictions on the Government's Use, Release, 

or Disclosure of Technical Data or Computer Software. 

The Contractor asserts for itself, or the persons identified below, that the following 

technical data and computer software should be delivered to the Government with less than either 

unlimited rights or government purpose rights: 

Technical Data or 

Computer Software to 

be Furnished with 

Restrictions* 

Basis for 

Assertion ** 

Asserted Rights 

Category*** 

Name of Person 

Asserting

Restrictions**** 

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

*Assertions shall be made at lowest practicable and segregable level. 

**Enter the specific reason for asserting that the Government's rights should be 

restricted. Generally, the development of an item, component, or process exclusively at private 

expense is the only basis for asserting restrictions on the Government's rights to use, release, or 

disclose technical data or computer software under this contract. If the contractor’s Collaboration Plan 

proposes collaborative development of any technical data or computer software, or if the contractor 

proposes the use of one or more Government Task Agreements (GTA) for performance of this 

contract, the Contractor shall propose delivery of technical data and computer software created under 

those arrangements with no less than government purpose rights. 

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***Enter asserted rights category (e.g., rights in SBIR data generated under another 

contract, limited rights under this or a prior contract, or specifically negotiated licenses). 

****Corporation, individual, or other person, as appropriate. 

Date 

Printed Name and Title 

Signature 

(End of identification and assertion) 

(g) 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.

 (h) Limitation on charges for rights in technical data or computer software. 

(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 or computer software to be 

delivered under this contract when— 

(i) The Government has acquired, by any means, the same or greater rights in the data,

software, or documentation; or 

(ii) The data, software, or documentation are available to the public without restrictions. 

(2) This limitation— 

(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, or computer software, 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 or computer software will be delivered. 

(i) Technical data or computer software previously delivered to the Government. 

(1) The Contractor shall attach to its offer an identification of all documents or other media 

incorporating technical data or computer software it intends to deliver under this contract with other 

than unlimited rights that are identical or substantially similar to documents or other media that the 

Offeror has produced for, delivered to, or is obligated to deliver to the Government under any contract 

or subcontract. The attachment shall identify— 

(i) The contract number under which the data or software were produced; 

(ii) The contract number under which, and the name and address of the organization to 

whom, the data or software were most recently delivered or will be delivered; and 

(iii) Any limitations on the Government's rights to use or disclose the data or software, 

including, when applicable, identification of the earliest date the limitations expire. 

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(j) Flow down to subcontractors and 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 this clause 

are recognized and protected. 

(2) Whenever any technical data for noncommercial items, or for commercial items 

developed in any part at Government expense, 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, including subcontracts or other contractual instruments 

for commercial items, and require its subcontractors or suppliers to do so, without alteration, except to 

identify the parties. This clause will govern the technical data pertaining to noncommercial items or to 

any portion of a commercial item that was developed in any part at Government expense. 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) Whenever any noncommercial computer software or computer software documentation 

is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, 

the Contractor shall use this same clause in its subcontracts or other contractual instruments, 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 computer software or computer

software documentation. 

(4) Technical data required to be delivered by a subcontractor or supplier shall normally be 

delivered to the next higher-tier contractor, subcontractor, or supplier. However, when there is a 

requirement in the prime contract for data which may be submitted with other than unlimited rights by 

a subcontractor or supplier, then said subcontractor or supplier may fulfill its requirement by

submitting such data directly to the Government, rather than through a higher-tier contractor, 

subcontractor, or supplier. 

(5) The Contractor and higher-tier subcontractors or suppliers shall not use their power to 

award contracts as economic leverage to obtain rights in technical data, computer software, or 

computer software documentation from their subcontractors or suppliers. 

(6) In no event shall the Contractor use its obligation to recognize and protect subcontractor 

or supplier rights in technical data, computer software, or computer software documentation as an 

excuse for failing to satisfy its contractual obligation to the Government. 

(End of clause) 

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (MAR 2020) ALTERNATE II 

(NOV 2016) (DEVIATED) 

(a) This clause does not apply to small business concerns. 

(b) Definitions. As used in this clause— 

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Alaska Native Corporation (ANC) means any Regional Corporation, Village Corporation, 

Urban Corporation, or Group Corporation organized under the laws of the State of Alaska in 

accordance with the Alaska Native Claims Settlement Act, as amended (43 U.S.C. 1601, et seq.) 

and which is considered a minority and economically disadvantaged concern under the criteria 

at 43 U.S.C. 1626(e)(1). This definition also includes ANC direct and indirect subsidiary 

corporations, joint ventures, and partnerships that meet the requirements of 43 U.S.C. 1626(e)(2). 

Commercial item means a product or service that satisfies the definition of commercial 

item in Federal Acquisition Regulation (FAR) 2.101. 

Commercial plan means a subcontracting plan (including goals) that covers the offeror’s 

fiscal year and that applies to the entire production of commercial items sold by either the entire 

company or a portion thereof (e.g., division, plant, or product line). 

Electronic Subcontracting Reporting System (eSRS) means the Governmentwide, 

electronic, web-based system for small business subcontracting program reporting. The eSRS is 

located at http://www.esrs.gov. 

Indian tribe means any Indian tribe, band, group, pueblo, or community, including native 

villages and native groups (including corporations organized by Kenai, Juneau, Sitka, and 

Kodiak) as defined in the Alaska Native Claims Settlement Act (43 U.S.C. 1601 et seq.), that is 

recognized by the Federal Government as eligible for services from the Bureau of Indian Affairs 

in accordance with 25 U.S.C. 1452(c). This definition also includes Indian-owned economic 

enterprises that meet the requirements of 25 U.S.C. 1452(e). 

Individual subcontracting plan means a subcontracting plan that covers the entire contract 

period (including option periods), applies to a specific contract, and has goals that are based on 

the offeror's planned subcontracting in support of the specific contract, except that indirect costs 

incurred for common or joint purposes may be allocated on a prorated basis to the contract. 

Master subcontracting plan means a subcontracting plan that contains all the required 

elements of an individual subcontracting plan, except goals, and may be incorporated into 

individual subcontracting plans, provided the master subcontracting plan has been approved. 

Reduced payment means a payment that is for less than the amount agreed upon in a 

subcontract in accordance with its terms and conditions, for supplies and services for which the 

Government has paid the prime contractor. 

Subcontract means any agreement (other than one involving an employer-employee 

relationship) entered into by a Federal Government prime Contractor or subcontractor calling for 

supplies or services required for performance of the contract or subcontract. 

Total contract dollars means the final anticipated dollar value, including the dollar value 

of all options. 

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80MSFC20C0034 P00016 

Untimely payment means a payment to a subcontractor that is more than 90 days past due 

under the terms and conditions of a subcontract for supplies and services for which the 

Government has paid the prime contractor. 

(c) (1) The Offeror, upon request by the Contracting Officer, shall submit and negotiate a 

subcontracting plan, where applicable, that separately addresses subcontracting with small 

business, veteran-owned small business, service-disabled veteran-owned small business, 

HUBZone small business, small disadvantaged business, and women-owned small business 

concerns. If the Offeror is submitting an individual subcontracting plan, the plan must separately 

address subcontracting with small business, veteran-owned small business, service-disabled 

veteran-owned small business, HUBZone small business, small disadvantaged business, and 

women-owned small business concerns, with a separate part for the basic contract and separate 

parts for each option (if any). The subcontracting plan shall be included in and made a part of the 

resultant contract. The subcontracting plan shall be negotiated within the time specified by the 

Contracting Officer. Failure to submit and negotiate the subcontracting plan shall make the 

Offeror ineligible for award of a contract.

 (2) (i) The Contractor may accept a subcontractor's written representations of its size and 

socioeconomic status as a small business, small disadvantaged business, veteran-owned small 

business, service-disabled veteran-owned small business, or a women-owned small business if 

the subcontractor represents that the size and socioeconomic status representations with its offer 

are current, accurate, and complete as of the date of the offer for the subcontract.

 (ii) The Contractor may accept a subcontractor's representations of its size and 

socioeconomic status as a small business, small disadvantaged business, veteran-owned small 

business, service-disabled veteran-owned small business, or a women-owned small business in 

the System for Award Management (SAM) if–

 (A) The subcontractor is registered in SAM; and 

(B) The subcontractor represents that the size and socioeconomic status 

representations made in SAM are current, accurate and complete as of the date of the offer for 

the subcontract.

 (iii) The Contractor may not require the use of SAM for the purposes of representing 

size or socioeconomic status in connection with a subcontract. 

(iv) In accordance with 13 CFR 121.411, 124.1015, 125.29, 126.900, and 127.700, a 

contractor acting in good faith is not liable for misrepresentations made by its subcontractors 

regarding the subcontractor's size or socioeconomic status.

 (d) The Offeror’s subcontracting plan shall include the following: 

(1) Separate goals, expressed in terms of total dollars subcontracted, and as a 

percentage of total planned subcontracting dollars, for the use of small business, veteran-owned 

small business, service-disabled veteran-owned small business, HUBZone small business, small 

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80MSFC20C0034 P00016 

disadvantaged business, and women-owned small business concerns as subcontractors. For 

individual subcontracting plans, and if required by the Contracting Officer, goals shall also be 

expressed in terms of percentage of total contract dollars, in addition to the goals expressed as a 

percentage of total subcontract dollars. The Offeror shall include all subcontracts that contribute 

to contract performance, and may include a proportionate share of products and services that are 

normally allocated as indirect costs. In accordance with 43 U.S.C. 1626: 

(i) Subcontracts awarded to an ANC or Indian tribe shall be counted towards the 

subcontracting goals for small business and small disadvantaged business concerns, regardless of 

the size or Small Business Administration certification status of the ANC or Indian tribe; and 

(ii) Where one or more subcontractors are in the subcontract tier between the prime 

Contractor and the ANC or Indian tribe, the ANC or Indian tribe shall designate the appropriate 

Contractor(s) to count the subcontract towards its small business and small disadvantaged 

business subcontracting goals. 

(A) In most cases, the appropriate Contractor is the Contractor that awarded the 

subcontract to the ANC or Indian tribe. 

(B) If the ANC or Indian tribe designates more than one Contractor to count the 

subcontract toward its goals, the ANC or Indian tribe shall designate only a portion of the total 

subcontract award to each Contractor. The sum of the amounts designated to various Contractors 

cannot exceed the total value of the subcontract. 

(C) The ANC or Indian tribe shall give a copy of the written designation to the 

Contracting Officer, the prime Contractor, and the subcontractors in between the prime 

Contractor and the ANC or Indian tribe within 30 days of the date of the subcontract award. 

(D) If the Contracting Officer does not receive a copy of the ANC’s or the Indian 

tribe’s written designation within 30 days of the subcontract award, the Contractor that awarded 

the subcontract to the ANC or Indian tribe will be considered the designated Contractor.

 (2) A statement of– 

(i) Total dollars planned to be subcontracted for an individual subcontracting plan; 

or the Offeror's total projected sales, expressed in dollars, and the total value of projected 

subcontracts to support the sales for a commercial plan; 

(ii) Total dollars planned to be subcontracted to small business concerns (including 

ANC and Indian tribes); 

(iii) Total dollars planned to be subcontracted to veteran-owned small business 

concerns; 

(iv) Total dollars planned to be subcontracted to service-disabled veteran-owned 

small business; 

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80MSFC20C0034 P00016 

(v) Total dollars planned to be subcontracted to HUBZone small business concerns; 

(vi) Total dollars planned to be subcontracted to small disadvantaged business 

concerns (including ANCs and Indian tribes); and 

(vii) Total dollars planned to be subcontracted to women-owned small business 

concerns.

 (3) A description of the principal types of supplies and services to be subcontracted, 

and an identification of the types planned for subcontracting to- 

(i) Small business concerns; 

(ii) Veteran-owned small business concerns; 

(iii) Service-disabled veteran-owned small business concerns; 

(iv) HUBZone small business concerns; 

(v) Small disadvantaged business concerns; and 

(vi) Women-owned small business concerns. 

(4) A description of the method used to develop the subcontracting goals in paragraph 

(d)(1) of this clause.

 (5) A description of the method used to identify potential sources for solicitation 

purposes (e.g., existing company source lists, SAM, veterans service organizations, the National 

Minority Purchasing Council Vendor Information Service, the Research and Information 

Division of the Minority Business Development Agency in the Department of Commerce, or 

small, HUBZone, small disadvantaged, and women-owned small business trade associations). A 

firm may rely on the information contained in SAM as an accurate representation of a concern's 

size and ownership characteristics for the purposes of maintaining a small, veteran-owned small, 

service-disabled veteran-owned small, HUBZone small, small disadvantaged, and women-owned 

small business source list. Use of SAM as its source list does not relieve a firm of its 

responsibilities (e.g., outreach, assistance, counseling, or publicizing subcontracting 

opportunities) in this clause. 

(6) A statement as to whether or not the Offeror included indirect costs in establishing 

subcontracting goals, and a description of the method used to determine the proportionate share 

of indirect costs to be incurred with– 

(i) Small business concerns (including ANC and Indian tribes); 

(ii) Veteran-owned small business concerns; 

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80MSFC20C0034 P00016 

(iii) Service-disabled veteran-owned small business concerns; 

(iv) HUBZone small business concerns; 

(v) Small disadvantaged business concerns (including ANC and Indian tribes); and

 (vi) Women-owned small business concerns. 

(7) The name of the individual employed by the Offeror who will administer the 

Offeror's subcontracting program, and a description of the duties of the individual. 

(8) A description of the efforts the Offeror will make to assure that small business, 

veteran-owned small business, service-disabled veteran-owned small business, HUBZone small 

business, small disadvantaged business, and women-owned small business concerns have an 

equitable opportunity to compete for subcontracts.

 (9) Assurances that the Offeror will include the clause of this contract entitled 

"Utilization of Small Business Concerns" in all subcontracts that offer further subcontracting 

opportunities, and that the Offeror will require all subcontractors (except small business 

concerns) that receive subcontracts in excess of the applicable threshold specified in 

FAR 19.702(a) on the date of subcontract award, with further subcontracting possibilities to 

adopt a subcontracting plan that complies with the requirements of this clause. 

(10) Assurances that the Offeror will–

 (i) Cooperate in any studies or surveys as may be required; 

(ii) Submit periodic reports so that the Government can determine the extent of 

compliance by the Offeror with the subcontracting plan; 

(iii) After November 30, 2017, include subcontracting data for each order when 

reporting subcontracting achievements for indefinite-delivery, indefinite-quantity contracts with 

individual subcontracting plans where the contract is intended for use by multiple agencies; 

 (iv) Submit the Individual Subcontract Report (ISR) and/or the Summary 

Subcontract Report (SSR), in accordance with paragraph (l) of this clause using the Electronic 

Subcontracting Reporting System (eSRS) at http://www.esrs.gov. The reports shall provide 

information on subcontract awards to small business concerns (including ANCs and Indian tribes 

that are not small businesses), veteran-owned small business concerns, service-disabled veteranowned small business concerns, HUBZone small business concerns, small disadvantaged 

business concerns (including ANCs and Indian tribes that have not been certified by the Small 

Business Administration as small disadvantaged businesses), women-owned small business 

concerns, and for NASA only, Historically Black Colleges and Universities and Minority 

Institutions. Reporting shall be in accordance with this clause, or as provided in agency 

regulations; 

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80MSFC20C0034 P00016 

(v) Ensure that its subcontractors with subcontracting plans agree to submit the ISR 

and/or the SSR using eSRS; 

(vi) Provide its prime contract number, its unique entity identifier, and the e-mail 

address of the Offeror’s official responsible for acknowledging receipt of or rejecting the ISRs, 

to all first-tier subcontractors with subcontracting plans so they can enter this information into 

the eSRS when submitting their ISRs; and

 (vii) Require that each subcontractor with a subcontracting plan provide the prime 

contract number, its own unique entity identifier, and the e-mail address of the subcontractor’s 

official responsible for acknowledging receipt of or rejecting the ISRs, to its subcontractors with 

subcontracting plans. 

(11) A description of the types of records that will be maintained concerning 

procedures that have been adopted to comply with the requirements and goals in the plan, 

including establishing source lists; and a description of the offeror’s efforts to locate small 

business, veteran-owned small business, service-disabled veteran-owned small business, 

HUBZone small business, small disadvantaged business, and women-owned small business 

concerns and award subcontracts to them. The records shall include at least the following (on a 

plant-wide or company-wide basis, unless otherwise indicated): 

(i) Source lists (e.g., SAM), guides, and other data that identify small business, 

veteran-owned small business, service-disabled veteran-owned small business, HUBZone small 

business, small disadvantaged business, and women-owned small business concerns. 

(ii) Organizations contacted in an attempt to locate sources that are small business, 

veteran-owned small business, service-disabled veteran-owned small business, HUBZone small 

business, small disadvantaged business, or women-owned small business concerns. 

(iii) Records on each subcontract solicitation resulting in an award of more than the 

simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, 

indicating-

(A) Whether small business concerns were solicited and, if not, why not; 

(B) Whether veteran-owned small business concerns were solicited and, if not, 

why not; 

(C) Whether service-disabled veteran-owned small business concerns were 

solicited and, if not, why not; 

(D) Whether HUBZone small business concerns were solicited and, if not, why 

not; 

(E) Whether small disadvantaged business concerns were solicited and, if not, 

why not; 

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80MSFC20C0034 P00016 

(F) Whether women-owned small business concerns were solicited and, if not, 

why not; and 

(G) If applicable, the reason award was not made to a small business concern.

 (iv) Records of any outreach efforts to contact- 

(A) Trade associations; 

(B) Business development organizations; 

(C) Conferences and trade fairs to locate small, HUBZone small, small 

disadvantaged, service-disabled veteran-owned, and women-owned small business sources; and 

(D) Veterans service organizations. 

(v) Records of internal guidance and encouragement provided to buyers through- 

(A) Workshops, seminars, training, etc.; and 

(B) Monitoring performance to evaluate compliance with the program’s 

requirements. 

(vi) On a contract-by-contract basis, records to support award data submitted by the 

offeror to the Government, including the name, address, and business size of each subcontractor. 

Contractors having commercial plans need not comply with this requirement.

 (12) Assurances that the Offeror will make a good faith effort to acquire articles, 

equipment, supplies, services, or materials, or obtain the performance of construction work from 

the small business concerns that it used in preparing the bid or proposal, in the same or greater 

scope, amount, and quality used in preparing and submitting the bid or proposal. Responding to a 

request for a quote does not constitute use in preparing a bid or proposal. The Offeror used a 

small business concern in preparing the bid or proposal if– 

(i) The Offeror identifies the small business concern as a subcontractor in the bid or 

proposal or associated small business subcontracting plan, to furnish certain supplies or perform 

a portion of the subcontract; or 

(ii) The Offeror used the small business concern's pricing or cost information or 

technical expertise in preparing the bid or proposal, where there is written evidence of an intent 

or understanding that the small business concern will be awarded a subcontract for the related 

work if the Offeror is awarded the contract.

 (13) Assurances that the Contractor will provide the Contracting Officer with a written 

explanation if the Contractor fails to acquire articles, equipment, supplies, services or materials 

or obtain the performance of construction work as described in (d)(12) of this clause. This 

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80MSFC20C0034 P00016 

written explanation must be submitted to the Contracting Officer within 30 days of contract 

completion.

 (14) Assurances that the Contractor will not prohibit a subcontractor from discussing 

with the Contracting Officer any material matter pertaining to payment to or utilization of a 

subcontractor. 

(15) Assurances that the offeror will pay its small business subcontractors on time and 

in accordance with the terms and conditions of the underlying subcontract, and notify the 

contracting officer when the prime contractor makes either a reduced or an untimely payment to 

a small business subcontractor (see 52.242-5).

 (e) In order to effectively implement this plan to the extent consistent with efficient 

contract performance, the Contractor shall perform the following functions: 

(1) Assist small business, veteran-owned small business, service-disabled veteranowned small business, HUBZone small business, small disadvantaged business, and womenowned small business concerns by arranging solicitations, time for the preparation of bids, 

quantities, specifications, and delivery schedules so as to facilitate the participation by such 

concerns. Where the Contractor’s lists of potential small business, veteran-owned small business, 

service-disabled veteran-owned small business, HUBZone small business, small disadvantaged 

business, and women-owned small business subcontractors are excessively long, reasonable 

effort shall be made to give all such small business concerns an opportunity to compete over a 

period of time. 

(2) Provide adequate and timely consideration of the potentialities of small business, 

veteran-owned small business, service-disabled veteran-owned small business, HUBZone small 

business, small disadvantaged business, and women-owned small business concerns in all 

"make-or-buy" decisions. 

(3) Counsel and discuss subcontracting opportunities with representatives of small 

business, veteran-owned small business, service-disabled veteran-owned small business, 

HUBZone small business, small disadvantaged business, and women-owned small business 

firms.

 (4) Confirm that a subcontractor representing itself as a HUBZone small business 

concern is certified by SBA as a HUBZone small business concern in accordance with 52.219-

8(d)(2).

 (5) Provide notice to subcontractors concerning penalties and remedies for 

misrepresentations of business status as small, veteran-owned small business, HUBZone small, 

small disadvantaged, or women-owned small business for the purpose of obtaining a subcontract 

that is to be included as part or all of a goal contained in the Contractor’s subcontracting plan. 

(6) For all competitive subcontracts over the simplified acquisition threshold, as 

defined in FAR 2.101 on the date of subcontract award, in which a small business concern 

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received a small business preference, upon determination of the successful subcontract offeror, 

prior to award of the subcontract the Contractor must inform each unsuccessful small business 

subcontract offeror in writing of the name and location of the apparent successful offeror and if 

the successful subcontract offeror is a small business, veteran-owned small business, servicedisabled veteran-owned small business, HUBZone small business, small disadvantaged business, 

or women-owned small business concern. 

(7) Assign each subcontract the NAICS code and corresponding size standard that best 

describes the principal purpose of the subcontract. 

(f) A master subcontracting plan on a plant or division-wide basis that contains all the 

elements required by paragraph (d) of this clause, except goals, may be incorporated by reference 

as a part of the subcontracting plan required of the Offeror by this clause; provided- 

(1) The master subcontracting plan has been approved; 

(2) The Offeror ensures that the master subcontracting plan is updated as necessary and 

provides copies of the approved master subcontracting plan, including evidence of its approval, 

to the Contracting Officer; and 

(3) Goals and any deviations from the master subcontracting plan deemed necessary by 

the Contracting Officer to satisfy the requirements of this contract are set forth in the individual 

subcontracting plan. 

(g) A commercial plan is the preferred type of subcontracting plan for contractors 

furnishing commercial items. The commercial plan shall relate to the offeror’s planned 

subcontracting generally, for both commercial and Government business, rather than solely to 

the Government contract. Once the Contractor’s commercial plan has been approved, the 

Government will not require another subcontracting plan from the same Contractor while the 

plan remains in effect, as long as the product or service being provided by the Contractor 

continues to meet the definition of a commercial item. A Contractor with a commercial plan shall 

comply with the reporting requirements stated in paragraph (d)(10) of this clause by submitting 

one SSR in eSRS for all contracts covered by its commercial plan. This report shall be 

acknowledged or rejected in eSRS by the Contracting Officer who approved the plan. This report 

shall be submitted within 30 days after the end of the Government’s fiscal year. 

(h) Prior compliance of the offeror with other such subcontracting plans under previous 

contracts will be considered by the Contracting Officer in determining the responsibility of the 

offeror for award of the contract.

 (i) A contract may have no more than one subcontracting plan. When a contract 

modification exceeds the subcontracting plan threshold in FAR 19.702(a), or an option is 

exercised, the goals of the existing subcontracting plan shall be amended to reflect any new 

subcontracting opportunities. When the goals in a subcontracting plan are amended, these goal 

changes do not apply retroactively. 

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(j) Subcontracting plans are not required from subcontractors when the prime contract 

contains the clause at 52.212-5, Contract Terms and Conditions Required to Implement Statutes 

or Executive Orders-Commercial Items, or when the subcontractor provides a commercial item 

subject to the clause at 52.244-6, Subcontracts for Commercial Items, under a prime contract.

 (k) The failure of the Contractor or subcontractor to comply in good faith with (1) the 

clause of this contract entitled "Utilization Of Small Business Concerns;" or (2) an approved plan 

required by this clause, shall be a material breach of the contract and may be considered in any 

past performance evaluation of the Contractor. 

(l) The Contractor shall submit ISRs and SSRs using the web-based eSRS 

at http://www.esrs.gov. Purchases from a corporation, company, or subdivision that is an affiliate 

of the Contractor or subcontractor are not included in these reports. Subcontract awards by 

affiliates shall be treated as subcontract awards by the Contractor. Subcontract award data 

reported by the Contractor and subcontractors shall be limited to awards made to their immediate 

next-tier subcontractors. Credit cannot be taken for awards made to lower tier subcontractors, 

unless the Contractor or subcontractor has been designated to receive a small business or small 

disadvantaged business credit from an ANC or Indian tribe. Only subcontracts involving 

performance in the United States or its outlying areas should be included in these reports with the 

exception of subcontracts under a contract awarded by the State Department or any other agency 

that has statutory or regulatory authority to require subcontracting plans for subcontracts 

performed outside the United States and its outlying areas.

 (1) ISR. This report is not required for commercial plans. The report is required for each 

contract containing an individual subcontracting plan. 

(i) The report shall be submitted semi-annually during contract performance for the 

periods ending March 31 and September 30. A report is also required for each contract within 30 

days of contract completion. Reports are due 30 days after the close of each reporting period, 

unless otherwise directed by the Contracting Officer. Reports are required when due, regardless 

of whether there has been any subcontracting activity since the inception of the contract or the 

previous reporting period. When the Contracting Officer rejects an ISR, the Contractor shall 

submit a corrected report within 30 days of receiving the notice of ISR rejection.

 (ii) (A) When a subcontracting plan contains separate goals for the basic contract 

and each option, as prescribed by FAR 19.704(c), the dollar goal inserted on this report shall be 

the sum of the base period through the current option; for example, for a report submitted after 

the second option is exercised, the dollar goal would be the sum of the goals for the basic 

contract, the first option, and the second option. 

(B) If a subcontracting plan has been added to the contract pursuant 

to 19.702 a)(1)(iii) or 19.301-2(e), the Contractor's achievements must be reported in the ISR on 

a cumulative basis from the date of incorporation of the subcontracting plan into the contract.

 (iii) When a subcontracting plan includes indirect costs in the goals, these costs must 

be included in this report. 

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(iv) The authority to acknowledge receipt or reject the ISR resides– 

(A) In the case of the prime Contractor, with the Contracting Officer; and

 (B) In the case of a subcontract with a subcontracting plan, with the entity that 

awarded the subcontract. 

(2) SSR. (i) Reports submitted under individual contract plans– 

(A) This report encompasses all subcontracting under prime contracts and 

subcontracts with an executive agency, regardless of the dollar value of the subcontracts. This 

report also includes indirect costs on a prorated basis when the indirect costs are excluded from 

the subcontracting goals. 

(B) The report may be submitted on a corporate, company or subdivision 

(e.g. plant or division operating as a separate profit center) basis, unless otherwise directed by the 

agency.

 (C) If the Contractor or a subcontractor is performing work for more than one 

executive agency, a separate report shall be submitted to each executive agency covering only 

that agency's contracts, provided at least one of that agency's contracts is over the applicable 

threshold specified in FAR 19.702(a), and the contract and contains a subcontracting plan. For 

DoD, a consolidated report shall be submitted for all contracts awarded by military 

departments/agencies and/or subcontracts awarded by DoD prime contractors.

 (D) The report shall be submitted annually by October 30 for the twelve month 

period ending September 30. When a Contracting Officer rejects an SSR, the Contractor shall 

submit a revised report within 30 days of receiving the notice of SSR rejection.

 (E) Subcontract awards that are related to work for more than one executive 

agency shall be appropriately allocated. 

(F) The authority to acknowledge or reject SSRs in eSRS, including SSRs 

submitted by subcontractors with subcontracting plans, resides with the Government agency 

awarding the prime contracts unless stated otherwise in the contract. 

(ii) Reports submitted under a commercial plan-

(A) The report shall include all subcontract awards under the commercial plan in 

effect during the Government's fiscal year and all indirect costs. 

(B) The report shall be submitted annually, within thirty days after the end of the 

Government's fiscal year. 

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80MSFC20C0034 P00016 

(C) If a Contractor has a commercial plan and is performing work for more than 

one executive agency, the Contractor shall specify the percentage of dollars attributable to each 

agency.

 (D) The authority to acknowledge or reject SSRs for commercial plans resides 

with the Contracting Officer who approved the commercial plan. 

(End of clause) 

52.216-22 INDEFINITE QUANTITY (OCT 1995) 

(a) This is an indefinite-quantity contract for the supplies or services specified, and effective for 

the period stated, in the Schedule. The quantities of supplies and services specified in the 

Schedule are estimates only and are not purchased by this contract. 

(b) Delivery or performance shall be made only as authorized by orders issued in accordance 

with the Ordering clause. The Contractor shall furnish to the Government, when and if 

ordered, the supplies or services specified in the Schedule up to and including the quantity 

designated in the Schedule as the maximum. The Government shall order at least the quantity 

of supplies or services designated in the Schedule as the minimum. 

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, 

there is no limit on the number of orders that may be issued. The Government may issue 

orders requiring delivery to multiple destinations or performance at multiple locations. 

(d) Any order issued during the effective period of this contract and not completed within that 

period shall be completed by the Contractor within the time specified in the order. The 

contract shall govern the Contractor’s and Government’s rights and obligations with respect 

to that order to the same extent as if the order were completed during the contract’s effective 

period; provided, that the Contractor shall not be required to make any deliveries under this 

contract after the last day of the performance period on any IDIQ. 

(End of clause) 

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80MSFC20C0034 P00016 

SECTION J - LIST OF ATTACHMENTS 

Attachment Description 

J-1 Option A SOW 

J-2 Option A DPD 

J-4 Design and Performance Metric Tables 

J-5 

Milestone Acceptance Criteria and 

Payment Schedule 

J-6 Option A Domestic Source Certification 

J-7 

Option A Small Business Subcontracting 

Plan 

J-8 Option A Performance Work Statement 

J-9 Option A Data Rights Assertion Notice 

J-10 

Option A Organizational Conflict of 

Interest Plan 

J-11 Option A Project Management Plan 

J-12 Proposal Attachments 

J-1