REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 2 of 3 CONTINUATION SHEET

80MSFC20C0034

NAME OF OFFEROR OR CONTRACTOR SPACEX

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

0001 Base: 2024 HLS Design & Development 

*Does not include long lead items

 Purchase Requisition: 4200732189 Fund:

 EXPX22020D Appropriation: 8020/210124

 Amount: (b) (4)

134,949,439.00

0002 Base: 2026 HLS Design 

Risk-reduction design work in direct support

 of a potential 2026 HLS performed during the

 Base period. Note that long lead items

 necessary to support the 2026 mission are

 not within the scope of this CLIN. 

$1.00

0003 Base: IDIQ for 2024 Long Lead Items 

Long lead items are defined as flight

 hardware with a value of over $100,000

 required to be procured during the Base

 period to enable a 2024 flight

 demonstration. Proposed long lead purchases

 are only allowed beginning one month after

 Authority to Proceed (ATP). 

$1.00

0004 Base: IDIQ - Special Studues 

Special studies, analysis, and/or support

 tasks as initiated by written direction from

 the Contracting Officer.

 Purchase Requisition: 4200732189 Fund:

 EXPX22020D Appropriation: 8020/210124

 Amount: $10,000.00 

$10,000.00

0005 Option A: 2024 HLS DDTE & Demo Mission 

2024 mission Design, Development, Test and

 Evaluation and flight demonstration

 (excepting detachable docking adapter work).

 Option Line Item 

(b) (4)

0006 Option A: 2026 HLS Design 

The period of performance for this CLIN is

 from Option A exercise through 2 months

 after 2024 HLS Critical Design Review (CDR).

 Option Line Item 

$1.00

0007 Option A: IDIQ for 2026 Long Lead Items 

Long lead items are defined as flight

 hardware over $100,000 required to be

 procured during the Option A period to

 enable a 2026 flight demonstration. Proposed

 long lead purchases are only allowed

 beginning one month after start of Option A 

$1.00

OPTIONAL FORM 336 (4-86)

Sponsored by GSA FAR (48 CFR) 53.110
REFERENCE NO. OF DOCUMENT BEING CONTINUED Page 3 of 3 CONTINUATION SHEET

80MSFC20C0034

NAME OF OFFEROR OR CONTRACTOR SPACEX

ITEM NO.

(A)

SUPPLIES/SERVICES

(B)

QUANTITY

(C)

UNIT

(D)

UNIT PRICE

(E)

AMOUNT

(F)

period of performance. The end of the period

 of performance for this CLIN is 2 months

 after 2024 HLS Critical Design Review (CDR).

 Option Line Item

 Option Line Item 

0008 

0009 

Option A: IDIQ - Special Studies 

Special studies, analysis, and/or support

 tasks as initiated by written direction from

 the Contracting Officer.

 Option Line Item 

Option A: Docking System 

Work on a detachable docking adapter, if

 proposed, for the 2024 demonstration

 mission.

 Option Line Item

 Payment Terms: Net 30 days

 FOB: Destination 

$10,000.00

$1.00

OPTIONAL FORM 336 (4-86)

Sponsored by GSA FAR (48 CFR) 53.110
80MSFC20C0034 

SECTION A - SOLICITATION/CONTRACT FORM

Table of Content

Contents 

SECTION A - SOLICITATION/CONTRACT FORM.................................................................. 1

MSFC 52.216-90 IDIQ CONTRACT VALUE BY PERIOD OF PERFORMANCE (MAY 2017)

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

MSFC 52.211-93 DESCRIPTION/SPECIFICATIONS/STATEMENT OF

Table of Content ............................................................................................................................. 1

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS .............................................. 1

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

......................................................................................................................................................... 1

CONTRACT (JUN 2017)............................................................................................................... 1

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

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017) ............................................................ 2

SECTION C - DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK ......................... 1

WORK/PERFORMANCE WORK STATEMENT (MAY 2019).................................................. 1

SECTION D - PACKAGING AND MARKING ........................................................................... 1

1852.245-74 IDENTIFICATION AND MARKING OF GOVERNMENT EQUIPMENT (JAN 

2011) ............................................................................................................................................... 1

SECTION E - INSPECTION AND ACCEPTANCE..................................................................... 2

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

1996) ............................................................................................................................................... 2

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014) .............. 2

1852.246-71 GOVERNMENT CONTRACT QUALITY ASSURANCE FUNCTIONS (OCT 

1988) ............................................................................................................................................... 2

1852.246-73 HUMAN SPACE FLIGHT ITEM (MAR 1997)....................................................... 3

SECTION F - DELIVERIES OR PERFORMANCE..................................................................... 1

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

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

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

SECTION G - CONTRACT ADMINISTRATION DATA ........................................................... 1

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

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

1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT 

REPRESENTATIVE (APR 2015).................................................................................................. 8

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

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80MSFC20C0034 

1852.245-71 INSTALLATION—ACCOUNTABLE GOVERNMENT PROPERTY (JUN 2018)

....................................................................................................................................................... 10

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

CONTRACTORS (JAN 2017) ..................................................................................................... 12

1852.245-78 PHYSICAL INVENTORY OF CAPITAL PERSONAL PROPERTY (AUG 2015)

1852.223-70 SAFETY AND HEALTH MEASURES AND MISHAP REPORTING (DEC 2015)

MSFC 52.209-92 DISCLOSURE OF ORGANIZATIONAL CONFLICT OF INTEREST (OCI) 

MSFC 52.209-94 RESOLUTION OF ORGANIZATIONAL CONFLICTS OF INTEREST 

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

1852.245-76 LIST OF GOVERNMENT PROPERTY FURNISHED PURSUANT TO FAR

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

....................................................................................................................................................... 14

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

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

SECTION H - SPECIAL CONTRACT REQUIREMENTS.......................................................... 1

......................................................................................................................................................... 1

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

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

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

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

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

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

ACTIVITIES UNRELATED TO THE INTERNATIONAL SPACE STATION (OCT 2012) 

(DEVIATED).................................................................................................................................. 8

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

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

II (DEC 2005) ............................................................................................................................... 15

1852.235-74 ADDITIONAL REPORTS OF WORK—RESEARCH AND DEVELOPMENT

(FEB 2003).................................................................................................................................... 16

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

1852.244-70 GEOGRAPHIC PARTICIPATION IN THE AEROSPACE PROGRAM (APR

1985) ............................................................................................................................................. 19

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

AFTER CONTRACT AWARD (MAY 2017) ............................................................................. 19

(MAY 2017).................................................................................................................................. 19

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

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

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

A-2
80MSFC20C0034 

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

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

DELIVERY OF DATA AND HARDWARE IN THE EVENT OF TERMINATION FOR

CONTRACTOR USE OF GOVERNMENT-FURNISHED EQUIPMENT, PROPERTY, OR

VALIDATION AND CHALLENGE PROCEDURES FOR TECHNICAL DATA AND 

LIMITATIONS ON THE USE OR DISCLOSURE OF GOVERNMENT-FURNISHED 

GOVERNMENT INSIGHT.......................................................................................................... 22

USE OF GOVERNMENT RESOURCES.................................................................................... 26

DOMESTIC SOURCE REQUIREMENTS ................................................................................. 29

AUTHORIZATIONS ................................................................................................................... 30

STATEMENT ON WAIVER OF RIGHTS TO INVENTIONS .................................................. 31

PUBLIC AFFAIRS....................................................................................................................... 31

MISSION SUCCESS DETERMINATION.................................................................................. 33

CONVENIENCE OR DEFAULT ................................................................................................ 36

INSURANCE FOR HARM TO U.S. GOVERNMENT ASTRONAUTS................................... 36

CROSS WAIVER OF LIABILITY FOR LUNAR SURFACE ACTIVITIES ............................ 37

INFORMATION........................................................................................................................... 38

PROPOSAL INCORPORATION INTO CONTRACT ............................................................... 39

MARKING REQUIREMENTS FOR TECHNICAL DATA AND COMPUTER SOFTWARE 39

COMPUTER SOFTWARE .......................................................................................................... 43

INFORMATION MARKED WITH RESTRICTIVE LEGENDS............................................... 48

CONTRACTOR DISCLOSURE OF INFORMATION............................................................... 50

SECTION I - CONTRACT CLAUSES ........................................................................................ 51

52.202-1 DEFINITIONS (NOV 2013)......................................................................................... 51

52.203-3 GRATUITIES (APR 1984) ........................................................................................... 51

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014).................................... 51

52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014) ...................................................... 51

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

OR IMPROPER ACTIVITY (MAY 2014).................................................................................. 51

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

(MAY 2014).................................................................................................................................. 51

52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL

TRANSACTIONS (OCT 2010) ................................................................................................... 51

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)... 51

52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY

AGREEMENTS OR STATEMENTS (JAN 2017) ...................................................................... 51

52.204-2 SECURITY REQUIREMENTS (AUG 1996) .............................................................. 51

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80MSFC20C0034 

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

CONTENT PAPER (MAY 2011) ................................................................................................ 51

52.204-9 PERSONAL IDENTITY VERIFICATION OF CONTRACTOR PERSONNEL (JAN 

2011) ............................................................................................................................................. 51

52.204-10 REPORTING EXECUTIVE COMPENSATION AND FIRST-TIER 

SUBCONTRACT AWARDS (OCT 2018) .................................................................................. 51

52.204-13 SYSTEM FOR AWARD MANAGEMENT MAINTENANCE (OCT 2018) ............ 51

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND 

CERTIFICATIONS (DEC 2014) ................................................................................................. 51

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

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED 

ENTITIES (JUL 2018) ................................................................................................................. 51

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS 

AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT (AUG 2019) ......................... 52

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN SUBCONTRACTING

WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT

(OCT 2015)................................................................................................................................... 52

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC 

CORPORATIONS (NOV 2015) .................................................................................................. 52

52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (APR 2008) ....... 52

52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010).......................................... 52

52.215-8 ORDER OF PRECEDENCE—UNIFORM CONTRACT FORMAT (OCT 1997) ..... 52

52.215-11 PRICE REDUCTION FOR DEFECTIVE CERTIFIED COST OR PRICING 

DATA—MODIFICATIONS (AUG 2011)................................................................................... 52

52.215-13 SUBCONTRACTOR CERTIFIED COST OR PRICING DATA—

MODIFICATIONS (DEVIATION 18-04)................................................................................... 52

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

OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010).. 52

52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS (OCT 2018) .......................... 52

52.219-16 LIQUIDATED DAMAGES - SUBCONTRACTING PLAN (JAN 1999)................. 52

52.222-3 CONVICT LABOR (JUN 2003)................................................................................... 52

52.222-21 PROHIBITION OF SEGREGATED FACILITIES (APR 2015)................................ 52

52.222-26 EQUAL OPPORTUNITY (SEP 2016) ....................................................................... 52

52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016) ...................................... 52

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR

RELATIONS ACT (DEC 2010) ................................................................................................... 52

52.222-50 COMBATING TRAFFICKING IN PERSONS (JAN 2019)...................................... 52

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015) ............................... 52

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80MSFC20C0034 

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING (AUG 2011) .................................................................................................. 53

52.223-20 AEROSOLS (JUN 2016)............................................................................................. 53

52.223-21 FOAMS (JUN 2016) ................................................................................................... 53

52.225-13 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES (JUN 2008) ................. 53

52.227-1 AUTHORIZATION AND CONSENT (DEC 2007) ALTERNATE I (APR 1984) ..... 53

52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT 

INFRINGEMENT (DEC 2007) .................................................................................................... 53

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

[(MODIFIED BY NFS 1852.227-11 (APR 2015)] ...................................................................... 53

52.227-16 ADDITIONAL DATA REQUIREMENTS (JUN 1987) ............................................ 53

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

PAYMENT-MAJOR SYSTEMS (MAY 2014) ........................................................................... 53

52.229-3 FEDERAL, STATE, AND LOCAL TAXES (FEB 2013)............................................ 53

52.232-2 PAYMENTS UNDER FIXED-PRICE RESEARCH AND DEVELOPMENT 

CONTRACTS (APR 1984) .......................................................................................................... 53

52.232-17 INTEREST (MAY 2014) ............................................................................................ 53

52.232-23 ASSIGNMENT OF CLAIMS (MAY 2014) ............................................................... 53

52.232-25 PROMPT PAYMENT (JAN 2017)............................................................................. 53

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

MANAGEMENT (OCT 2018) ..................................................................................................... 53

52.232-39 UNENFORCEABILITY OF UNAUTHORIZED OBLIGATIONS (JUN 2013) ....... 53

52.232-40 PROVIDING ACCELERATED PAYMENTS TO SMALL BUSINESS 

CONTRACTORS (DEC 2013)..................................................................................................... 53

52.233-1 DISPUTES (MAY 2014)............................................................................................... 53

52.233-3 PROTEST AFTER AWARD (AUG 1996) ................................................................... 53

52.233-4 APPLICABLE LAW FOR BREACH OF CONTRACT CLAIM (OCT 2004)............ 53

52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996).......................................... 54

52.242-5 PAYMENTS TO SMALL BUSINESS SUBCONTRACTORS (JAN 2017)............... 54

52.242-13 BANKRUPTCY (JUL 1995)....................................................................................... 54

52.243-1 CHANGES—FIXED-PRICE (AUG 1987) ALTERNATE I (APR 1984) ................... 54

52.243-6 CHANGE ORDER ACCOUNTING (APR 1984) ........................................................ 54

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (AUG 2019) ................................ 54

52.245-1 GOVERNMENT PROPERTY (JAN 2017) .................................................................. 54

52.245-1 GOVERNMENT PROPERTY (JAN 2017) ALTERNATE I (APR 2012) .................. 54

52.245-9 USE AND CHARGES (APR 2012) .............................................................................. 54

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80MSFC20C0034 

52.249-2 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE)

(APR 2012) ................................................................................................................................... 54

52.253-1 COMPUTER GENERATED FORMS (JAN 1991) ...................................................... 54

52.204-1 APPROVAL OF CONTRACT (DEC 1989) ................................................................. 54

52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION

SYSTEMS (JUN 2016)................................................................................................................. 54

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

OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT 2010) 

ALTERNATE IV (OCT 2010) ..................................................................................................... 56

52.216-18 ORDERING (OCT 1995) ............................................................................................ 56

52.216-19 ORDER LIMITATIONS (OCT 1995) ........................................................................ 57

52.216-22 INDEFINITE QUANTITY (OCT 1995) ..................................................................... 57

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) ................. 58

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018) ALTERNATE II

(NOV 2016) (DEVIATED) .......................................................................................................... 58

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

2020) ............................................................................................................................................. 70

52.222-35 EQUAL OPPORTUNITY FOR VETERANS (OCT 2015)........................................ 73

52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014).... 74

52.227-14 RIGHTS IN DATA--GENERAL (MAY 2014) (DEVIATED) .................................. 74

52.232-32 PERFORMANCE-BASED PAYMENTS (APR 2012) .............................................. 85

52.243-7 NOTIFICATION OF CHANGES (JAN 2017) ............................................................. 90

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

(DEVIATED)................................................................................................................................ 92

52.246-26 REPORTING NONCONFORMING ITEMS (DEC 2019)......................................... 94

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)................................... 96

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) ........................................ 97

1852.203-70 DISPLAY OF INSPECTOR GENERAL HOTLINE POSTERS (JUN 2001) ....... 97

1852.203-71 REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS

(AUG 2014) .................................................................................................................................. 97

1852.204-76 SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION 

TECHNOLOGY RESOURCES (JAN 2011)............................................................................... 97

1852.215-84 OMBUDSMAN (NOV 2011) ALTERNATE I (JUN 2000)................................... 97

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS (APR 2015) ............................. 97

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM (APR 2015) ........................................ 97

1852.235-70 CENTER FOR AEROSPACE INFORMATION (DEC 2006)............................... 97

1852.237-72 ACCESS TO SENSITIVE INFORMATION (JUN 2005)...................................... 97

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80MSFC20C0034 

1852.237-73 RELEASE OF SENSITIVE INFORMATION (JUN 2005) ................................... 97

1852.204-75 SECURITY CLASSIFICATION REQUIREMENTS (SEP 1989) ......................... 97

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996).................................................... 98

1852.216-80 TASK ORDERING PROCEDURE (OCT 1996) ALTERNATE II (APR 2018)... 99

1852.225-71 RESTRICTION ON FUNDING ACTIVITY WITH CHINA (FEB

2012)(DEVIATION)................................................................................................................... 101

SECTION J - LIST OF ATTACHMENTS .................................................................................... 1

J-1 Statement of Work (SOW)........................................................................................................ 1

J-2 Data Procurement Document (List of Data Requirement Deliverables (DRDs)) ..................... 1

J-3 Government Furnished Property (GFP) List............................................................................. 1

J-4 Design and Performance Metrics Tables.................................................................................. 1

J-5 Milestone Acceptance Criteria and Payment Schedule ............................................................ 1

J-6 Domestic Source Certification.................................................................................................. 1

J-7 Small Business Subcontracting Plan......................................................................................... 1

J-8 Performance Work Statement ................................................................................................... 1

J-9 Data Rights Assertion Notice.................................................................................................... 1

J-10 Organizational Conflicts of Interest........................................................................................ 1

J-11 Project Management Plan ....................................................................................................... 1

J-12 Incorporation of Contract Attachments................................................................................... 1

A-7
 

 

 

 

 

 

80MSFC20C0034

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

1852.216-78 FIRM FIXED PRICE (DEC 1988)

The total firm fixed price of this contract is $134,959,441.

(End of clause)

MSFC 52.216-90 IDIQ CONTRACT VALUE BY PERIOD OF PERFORMANCE (MAY 

2017)

The maximum potential not-to-exceed (NTE) value of this contract (including Options) is

$250,000,000. This contract provides for performance of Firm Fixed-Price indefinitedelivery indefinite- quantity (IDIQ) task/delivery orders. The NTE value shall not be

exceeded without the prior written approval of the Contracting Officer.

The values for each period of performance are set forth below:

PERIOD OF MINIMUM MAXIMUM

PERFORMANCE VALUE VALUE

Base Contract 10 Months $10,000 $100,000,000

Option A 4 Years $10,000 $150,000,000

NOTE: Any unused IDIQ value for any period will roll over to the subsequent period.

(End of clause)

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

CONTRACT (JUN 2017)

(a) The contractor shall provide all resources (except as may be expressly stated in the contract

as furnished by the Government) necessary to perform and/or deliver the services in 

accordance with Attachment J-1, entitled “Statement of Work.”

(b) This is a Firm Fixed-Price type contract with a Firm Fixed-Price IDIQ component.

(c) Indefinite-Delivery, Indefinite-Quantity Work

In addition to the core mission requirements delineated in Attachment J-1, entitled “Statement

of Work”, IDIQ effort may be required to perform HLS-related tasks such as special studies,

analysis, and/or support tasks as initiated by written direction from the Contracting Officer. 

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

B-1
CLIN DESCRIPTION VALUE OPTION

STATUS 

001 Base: 2024 HLS Design and Development

– Period of Performance: ATP - 02/28/2021

(b) (4) N/A 

002 Base: 2026 HLS Design

– Period of Performance: ATP - 02/28/2021

$1 N/A 

003 Base: IDIQ for 2024 Long Lead Items 

– Period of Performance: ATP - 02/28/2021

$1 N/A 

004 Base: IDIQ for Special Studies

– Period of Performance: ATP - 02/28/2021

$10,000 N/A 

005 Option A: 2024 HLS DDT&E and Demonstration 

Mission

– Period of Performance: 03/01/2021 – 02/28/2025

(b) (4) Not Exercised 

006 Option A: 2026 HLS Design

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

007 Option A: IDIQ for 2026 Long Lead Items

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

008 Option A: IDIQ Special Studies IDIQ

– Period of Performance: 03/01/2021 – 02/28/2025

$10,000 Not Exercised 

009 Option A: Docking System

– Period of Performance: 03/01/2021 – 02/28/2025

$1 Not Exercised 

Total Value of Base and All Exercised Options $134,959,441

 

 

 

 

80MSFC20C0034 

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 TBD, 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: 

(End of provision)

MSFC 52.227-91 DATA REQUIREMENTS (JUN 2017)

B-2
80MSFC20C0034

(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 

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)

B-3
 

80MSFC20C0034 

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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80MSFC20C0034

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

Systems – Requirements 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

*

*It is not the Government’s intent 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

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80MSFC20C0034 

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 ATP through 02/28/2021. 

(End of clause)

MSFC 52.237-91 PLACE OF PERFORMANCE (JUL 2018) 

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

subcontractor facilities, and NASA Centers with current GTAs on file. Requests to work at other 

locations should be submitted to the Contracting Officer for written approval prior to 

commencing work.

(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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80MSFC20C0034 

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

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

Contracting Officer.

(3) 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.

(4) 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.

(5) 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.

(i) 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;

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,

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.

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(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 Attachment TBD

(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.

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(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

[] (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.

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

Administrator if contract administration has been delegated to DOD) to George C.

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Marshall Space Flight Center in Huntsville, AL, 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.

(End of clause)

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1852.245-75 PROPERTY MANAGEMENT CHANGES (JAN 2011)

(a) The Contractor shall submit any changes to standards and practices used for management and

control of Government property under this contract to the assigned property administrator

prior to making the change whenever the change—

(1) Employs a standard that allows increase in thresholds or changes the timing for reporting

loss, damage, or destruction of property;

(2) Alters physical inventory timing or procedures;

(3) Alters recordkeeping practices;

(4) Alters practices for recording the transport or delivery of Government property; or

(5) Alters practices for disposition of Government property.

(End of clause)

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 in Attachment J-1 of this contract on a no charge-for-use basis pursuant to the 

clause at FAR 52.245-1, Government Property (ALT 1), as incorporated in this contract.

The Contractor shall use this property in the performance of this contract at sites approved by the 

Contracting Officer where property will be used 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.

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(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.

(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;

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(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) “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

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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.

(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.

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(2) In addition, the contractor shall, by contract or otherwise, extend the crosswaiver 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 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.

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(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

(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

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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;

(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.

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(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

(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.

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(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

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:

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(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;

(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

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80MSFC20C0034 

(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

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 0004, the sum of $94,464,607 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:

Date Amount

TBD $40,494,834

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80MSFC20C0034 

SCHEDULE FOR ALLOTMENT OF FUNDS

(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 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 09/30/2020. 

(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

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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 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.

(h) 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.”

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(c) The last page of the final report shall be a completed Standard Form (SF) 298, Report

Documentation Page.

(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 80MSFC20C0034.”

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

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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. 

(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.

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(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

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,

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80MSFC20C0034 

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

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)

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80MSFC20C0034 

(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.

(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

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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. 

(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 

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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

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. 

(1) “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 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. 

(2) “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. 

(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) The design, development, analysis, and testing of all HLS systems, subsystems, and

components, including schedules, performance metrics, risks, and management processes;

(2) Launch site operations supporting the launch of any HLS components, including

spacecraft-to-launch vehicle integration, spacecraft handling procedures, launch commit criteria,

and range safety analysis; 

(3) HLS mission operations, including flight plans, rules, and procedures, trajectory and

mission design, crew and flight control team training, real-time operations, and space 

communications and navigation networks; and

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(4) Any additional safety or mission-critical activities or data identified by NASA during

contract performance.

(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. 

(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. 

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(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.

(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 HLS. 

(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.

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(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 – 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. 

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80MSFC20C0034 

(End of Clause)

USE OF GOVERNMENT RESOURCES

1. General. 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 Government-furnished property (GFP) or equipment (GFE) 

otherwise provided under this contract.

(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 Offeror shall document its 

planned use of on-site resources through the execution and submission with proposal of one or 

more Government Task Agreements (GTAs). 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. The Offeror/Contractor shall follow the instructions 

for use of GTAs as provided in solicitation Attachment Q – Government Task Agreements. The 

Contractor shall contact the Performing Organization Point of Contact to negotiate the terms of 

each GTA. Each Performing Organization shall provide a cost for each GTA, but the Contractor 

shall not include this cost in its firm fixed price. The total cost of all GTAs will be added to the 

Offeror’s Total Evaluated Price for proposal evaluation purposes only. 

(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 fifty (50) 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 document its collaboration requests in writing to the 

Contracting Officer or Contracting Officer’s Representative (COR). 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 

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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 (CORs) to 

assist with contract administration within the limitations of authority as specified in their COR 

appointment letter. 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 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 

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provision of complete flight or ground operations in support of this effort. This paragraph does 

not prohibit the Contractor’s use of GFE, 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 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 

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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, 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) “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, 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. 

(4) “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. 

(5) “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; and transportation between Gateway and the lunar surface. 

(6) “Space transportation vehicle” means any vehicle constructed for the purpose of

operating in, or transporting a payload both to and within, space. 

(7) “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. 

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(1) Research and development. The contractor may incorporate foreign participation in

research and development efforts if the participation is effectuated through the no-exchange-offunds policy as 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. 

(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. 

(c) Certification and materiality. 

(1) Certification. Offerors must certify that they meet all requirements of this clause in

responding to this solicitation. Offerors that fail to meet these requirements are ineligible

for award.

(2) Materiality. The Contractor’s 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)

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. 

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(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

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.

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(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 

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

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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

(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.

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(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.

(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. 

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(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.

(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.

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(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

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. 

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(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;

(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

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80MSFC20C0034 

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, 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.

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80MSFC20C0034 

(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, the Contractor remains fully responsible for the performance of all

requirements as set forth in this contract. 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. NNH19ZCQ001K_APPENDIX-H-HLS.

(b) Volumes I and III of the Contractor's proposal are incorporated by reference and hereby

made subject to the provisions of the FAR 52.215-8 – Order of 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 solicitation, certain portions of Volume IV of the Contractor’s

proposal are incorporated into the contract at award. 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 

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80MSFC20C0034 

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:

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

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80MSFC20C0034 

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.

(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. 

_____(Insert contract number)____, License No. ____(Insert license 

identifier)____. Any reproduction of technical data or portions 

thereof marked with this legend must also reproduce the markings.

(End of legend)

(ii) For purposes of this clause, special licenses do not include government purpose

license rights acquired under a prior contract.

(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. 

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80MSFC20C0034 

(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 

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 [insert the name of the Contractor] under Contract No. 

[insert contract number] with the National Aeronautics and SpaceAdministration. 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 

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80MSFC20C0034 

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

(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) 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 

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.

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80MSFC20C0034 

(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

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 

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80MSFC20C0034 

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.

(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

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80MSFC20C0034 

(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 

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. 

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80MSFC20C0034 

(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

(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.” 

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(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. 

(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.

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80MSFC20C0034 

(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.

(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;

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80MSFC20C0034 

(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 

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)

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80MSFC20C0034 

SECTION I - CONTRACT CLAUSES

52.202-1 DEFINITIONS (NOV 2013) 

52.203-3 GRATUITIES (APR 1984)

52.203-5 COVENANT AGAINST CONTINGENT FEES (MAY 2014)

52.203-7 ANTI-KICKBACK PROCEDURES (MAY 2014)

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 (OCT 2010) 

52.203-13 CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (OCT 2015)

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)

52.204-9 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)

52.204-19 INCORPORATION BY REFERENCE OF REPRESENTATIONS AND 

CERTIFICATIONS (DEC 2014)

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

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER 

COVERED ENTITIES (JUL 2018)

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80MSFC20C0034 

52.204-25 PROHIBITION ON CONTRACTING FOR CERTAIN 

TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR 

EQUIPMENT (AUG 2019)

52.209-6 PROTECTING THE GOVERNMENT’S INTEREST WHEN

SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR 

PROPOSED FOR DEBARMENT (OCT 2015)

52.209-10 PROHIBITION ON CONTRACTING WITH INVERTED DOMESTIC 

CORPORATIONS (NOV 2015)

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

52.215-2 AUDIT AND RECORDS—NEGOTIATION (OCT 2010)

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 (OCT

2010) 

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

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)

52.222-26 EQUAL OPPORTUNITY (SEP 2016)

52.222-37 EMPLOYMENT REPORTS ON VETERANS (FEB 2016)

52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL 

LABOR RELATIONS ACT (DEC 2010)

52.222-50 COMBATING TRAFFICKING IN PERSONS (JAN 2019)

52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (OCT 2015)

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80MSFC20C0034 

52.223-18 ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING

WHILE DRIVING (AUG 2011)

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)

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)

52.233-3 PROTEST AFTER AWARD (AUG 1996)

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

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80MSFC20C0034 

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)

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (AUG 2019)

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)

52.253-1 COMPUTER GENERATED FORMS (JAN 1991)

52.204-1 APPROVAL OF CONTRACT (DEC 1989)

This contract is subject to the written approval of the 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.

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80MSFC20C0034 

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.

(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.

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80MSFC20C0034 

(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)

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

OTHER THAN CERTIFIED COST OR PRICING DATA--MODIFICATIONS (OCT

2010) ALTERNATE IV (OCT 2010) 

(a) Submission of certified cost or pricing data is not required.

(b) Provide data as described within FAR 15.408, Table 15-2.

(End of clause)

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 the expiration of the contract (to

include exercised option periods).

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80MSFC20C0034 

(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

take precedence.

(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.

(End of clause)

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.

(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. 

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80MSFC20C0034 

(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 task order issued by the Government

before the date of the contract’s expiration.

(End of clause)

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.

(c) The total duration of this contract, including the exercise of any options under this clause,

shall not exceed 7 years.

(End of clause)

52.219-9 SMALL BUSINESS SUBCONTRACTING PLAN (AUG 2018) ALTERNATE II 

(NOV 2016) (DEVIATED)

(a) This clause does not apply to small business concerns.

(b) Definitions. As used in this clause—

“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 section 2.101 of the Federal Acquisition Regulation. 

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80MSFC20C0034 

“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 Government-wide, 

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. “Untimely payment” means a payment to a subcontractor that is 

more than 90 days past due under the term conditions of a subcontract for supplies and 

services for which the Government has paid the prime contractor.

(c) (1) Proposals submitted in response to this solicitation shall include a subcontracting

plan 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 

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80MSFC20C0034 

separate part for the basic contract and separate parts for each option (if any). The 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 a 

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 

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

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(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;

(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.

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(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;

(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.

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(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 $700,000 ($1.5

million for construction of any public facility) 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, indefinitequantity 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 veteran- owned 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; 

(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 the lower-tier subcontractors with subcontracting plans so they

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can enter this information into the eSRS when submitting their ISRs; credit cannot 

be taken for awards made by lower-tier subcontractors to their subcontractors; 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 womenowned small business concerns.

(iii) Records on each subcontract solicitation resulting in an award of more than

$150,000, 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;

(F) Whether women-owned small business concerns were solicited and, if not,

why not; and

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(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

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materials or obtain the performance of construction work as described in (d)(12) of this 

clause. This 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

women-owned 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.

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(6) For all competitive subcontracts over the simplified acquisition threshold in which a

small business concern 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, service-disabled 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

1. 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 19.702(a), or an option is

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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.

(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 is extended to awards made to their lower-tier

subcontractors for which the Contractor is claiming credit and should be reported on the

ISR only. Credit cannot be taken for awards made by 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. 

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(B) If a subcontracting plan has been added to the contract pursuant to

19.702(a)(3) 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.

(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.

1. 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 $700,000 (over $1.5 million for construction of a public facility)

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.

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(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.

(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)

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION 

(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.

(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 re-represent 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:

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(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 re-represent 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 re-represent its size status in accordance with the size standard in effect

at the time of this re-representation 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

http://www.sba.gov/content/table-small-business-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.

(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.

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(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 re-representation and submit it to the contracting office,

along with the contract number and the date on which the re-representation was completed:

(1) The Contractor represents that it (_) is, (_) is not a small business concern under NAICS

Code _____ assigned to contract number _____.

(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.

(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. 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. (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) 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.

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(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.

(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 (OCT 2015)

(a) Definitions. As used in this clause—

“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 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 of $150,000

or more 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)

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52.222-36 EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES (JUL 2014)

(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 $15,000 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)

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

(a) Definitions. As used in this clause—

(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 

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80MSFC20C0034 

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 

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.

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80MSFC20C0034 

(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

(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

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80MSFC20C0034 

(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;

(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—

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80MSFC20C0034 

(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 

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

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80MSFC20C0034 

(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

(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

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80MSFC20C0034 

(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 non- disclosure 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 

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.

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80MSFC20C0034 

(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—

(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, 

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80MSFC20C0034 

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. 

(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. 

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80MSFC20C0034 

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.

***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 

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80MSFC20C0034 

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.

(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.

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80MSFC20C0034 

(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)

52.232-32 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.

(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 enquires 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.

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80MSFC20C0034 

(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

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.

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80MSFC20C0034 

(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.

(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,

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80MSFC20C0034 

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

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:

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(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.

(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)

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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 5 calendar

days from the date that the Contractor identifies any Government conduct (including actions,

inactions, and written or oral communications) that the Contractor 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

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80MSFC20C0034 

(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.

(d) Government response. The Contracting Officer shall promptly, within 30 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

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80MSFC20C0034 

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)

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. 

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80MSFC20C0034 

(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. 

(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) 

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80MSFC20C0034 

52.246-26 REPORTING NONCONFORMING ITEMS (DEC 2019)

(a) Definitions. As used in this clause—

Common item means an item that has multiple applications versus a single or peculiar

application.

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

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80MSFC20C0034 

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

(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

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80MSFC20C0034 

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. 

(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 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. In addition, the full text of a clause may be accessed electronically at these addresses:

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80MSFC20C0034 

www.ecfr.gov

www.acquisition.gov

http://www.hq.nasa.gov/office/procurement/regs/NFS.pdf 

(End of clause)

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) ALTERNATE I (JUN 2000)

1852.219-75 INDIVIDUAL SUBCONTRACTING REPORTS (APR 2015)

1852.219-77 NASA MENTOR-PROTÉGÉ PROGRAM (APR 2015)

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)

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)

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80MSFC20C0034 

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.

(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.

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80MSFC20C0034 

(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.

(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.

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80MSFC20C0034 

(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.

(4) Status of all task orders issued under the contract.

(5) Invoice number.

(End of clause)

I-50
 

80MSFC20C0034 

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)

I-51
80MSFC20C0034 

SECTION J - LIST OF ATTACHMENTS

J-1 Statement of Work (SOW)

J-2 Data Procurement Document (List of Data Requirement Deliverables (DRDs))

J-3 Government Furnished Property (GFP) List

J-4 Design and Performance Metrics Tables

J-5 Milestone Acceptance Criteria and Payment Schedule

J-6 Domestic Source Certification

J-7 Small Business Subcontracting Plan

J-8 Performance Work Statement

J-9 Data Rights Assertion Notice

J-10 Organizational Conflicts of Interest

J-11 Project Management Plan

J-12 Incorporation of Contract Attachments

J-1