DOCUMENT NO. MD0121/1/05
ABL FLOWDOWNS
BOEING SUBCONTRACT NO. JE5206
AIR FORCE PRIME CONTRACT NO. F29601-97-C-0001
FAR Clause
52.203-10 (Sept. 1990) Price or Fee Adjustment for Illegal or Improper Activity–Applicable if you are a “Teaming” Subcontractor or a Subcontractor significantly involved in developing the Prime Contract Proposal.
DFARS Clauses
252.208-7000 (Dec 1991) Intent to Furnish Precious Metals as Government - Furnished Material– Applicable if your deliverable contains precious metals.
252.225-7022 (Dec 1991) Restriction on Acquisition Polyacrylonitrile (PAN) Based Carbon Fiber–Applicable if you will be providing any item that contains PanCarbon fibers.
252.227-7017 (Jun 1995) Identification and Assertion of Use, Release, or Disclosure Restrictions – Applicable for all purchase orders/subcontracts.
AFFARS
H.1. 5352.223-9000 (May 1996) Elimination of use of class I Ozone Depleting Substance (ODS) – Applicable for all purchase orders/subcontracts.
AFMC
H.4. 5352.235-9003 (Jul 1997) Application for Equipment Frequency Authorization – Applicable if your purchase order/subcontract requires a radio frequency.
FULL TEXT CLAUSES
H.8. Associate Contractor Relationships – Applicable if you will be gaining access to proprietary information belonging to an Associate Contractor.
(a)It is recognized that success of the ABL Program depends in part upon the compatibility of the equipment, data, and services of the various Associate Contractors involved in the Program. This clause is intended to insure that there will be appropriate coordination and integration of work by the Associate Contractors to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this contract, the Contractor assumes the responsibilities of an Associate Contractor. For the purpose of this clause, the term Contractor includes subsidiaries, affiliates, and organizations under the control of the contractor (e.g. subcontractors).
(b) Work under this contract may involve access to proprietary or confidential data from an Associate Contractor. To the extent that such data is received by the Contractor from any Associate Contractor for the performance of this contract, the Contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contractor and shall be used solely for the purpose of the system interface integration. Only that information which is received from another contractor in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this provision. The obligation to retain such information in confidence will be satisfied if the Contractor receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Contractor agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.
(c)The Contractor hereby agrees to closely cooperate as an Associate Contractor with the other Associate Contractors on this Program. This involves as a minimum:
(1)maintenance of a close liaison and working relationship;
(2)Maintenance of a free and open information network with all Governmentidentified Associate Contractors;
(3)delineation of detailed interface responsibilities;
(4)entering into a written agreement with the other Associate Contractors setting forth the substance and procedures relating to the foregoing, and promptly providing the Procuring Contracting Officer with a copy of same; and,
(5)receipt of proprietary information from the Associate Contractor and transmittal of Contractor proprietary information to the Associate Contractors subject to any applicable proprietary information exchange agreements between associate contractors when, in either case, those actions are necessary for the performance of either.
(d)In the event that the Contractor and the Associate Contractor are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, the Contractor shall promptly notify the Procuring Contracting Officer and furnish the Contractor’s recommended solution. The Government will determine the appropriate corrective action and the PCO will issue direction to the affected Contractor. The Contractor shall proceed in accordance with such direction subject to applicable contract provisions.
(e)The Contractor agrees to insert in all subcontracts hereunder which require access to proprietary information belonging to the Associate Contractor, a provision which shall conform substantially to the language of this clause, including this paragraph (e).
(f)Associate Contractors for the ABL PDRR program include the Aerospace Corporation, BETAC, Gram Inc., Los Alamos Technology Associates (LATA), Logicon RDA, Massachusetts Institute of Technology-Lincoln Laboratory, (MIT-LL), Mission Research Corporation, MITRE, Science Application International Corporation (SAIC), S-Systems, the Optical Sciences Company, Tecolote, and W.J. Schafer Associates, Inc.
H.9. Foreign Nationals –Applicable to all purchase orders/subcontracts.
(a)For purposes of this clause, foreign nationals are all persons not citizens of, nor resident aliens or immigrant aliens of, the United States. Nothing in this clause is intended to waive any requirement imposed by any other US Government agency with respect to employment of foreign nationals or export control.
(b)The Contractor acknowledges that equipment/technical datafirst generated or delivered in performance of this contract is controlled by the International Traffic in Arms Regulations (ITAR), 22 CFR Sections 121128, and may require an export license before assigning any foreign national to perform work under this contract or before granting access to foreign nationals to any equipment/technical data generated or delivered in performance of this contract (see 22 CFR Section 125.03 in this regard). The Contractor agrees to notify the Contracting Officer (CO) 10 working days prior to assigning or granting access to any work, equipment, or technical data generated or delivered in performance of this contract. This notification will include the name and country of origin of the foreign national, the specific work, equipment or data to which the person will have access, and whether the foreign national is cleared to have access to technical data (Reference: Section 3 of DoD 5220.22M, "Industrial Security Manual for Safeguarding Classified Information").
(c)The above requirements shall not be construed as an application for an export license nor shall they in any way be interpreted to impede the Contractor's right to apply for an export license. However, if the CO disagrees with the application, the Contractor will be so notified.
(d)The aircraft (PDRR & EMD) are commercial items controlled by the Export Administration Act (EARA), and not by ITAR.
H.23. Negotiated License Rights (DFARS 227.7103-5(d)) – Applicable for all purchase orders/subcontracts.
(a)This Specifically Negotiated License is authorized by DFARS 252.227-7013 (b)(4) and is intended by the parties to be fully compliant with the requirements of that provision. Derivative Data delivered or furnished by the Contractor in connection with CLIN 0001 of this contract are licensed to the Government subject to the terms of this Special Provision. As used herein, “Derivative Data” means any technical data first produced in the performance of this contract that is based upon, derived from, or incorporated into data and documents made subject to Attachment 9, Appendix C,SCR C-102, Commercial Intellectual Property Rights.
(b)Derivative Data may be used solely: (1) for the purposes of maintenance, repair, or modification of the aircraft delivered under this contract (individually and collectively “Aircraft”) and then only in connection with the Aircraft, and (2) for the purposes of Government’s own manufacture of training devices for use by Government, in connection with the Aircraft.
(c)Any Derivative Data may be released or disclosed to the Government’s contractors for maintenance, repair, or modification of the Aircraft. Additionally, only Airplane Flight Manuals, Operations Manuals, Maintenance manuals., Wiring Diagram Manuals, Systems Schematics Manuals, and assembly and installation drawings may be released or disclosed to the Government’s contractors for development and manufacture of training devices for use by the Government. In all cases, the Government’s contractor must, at the time of release or disclosure of Derivative Data, be bound by a Boeing Customer Services GTA, or other appropriate proprietary information protection agreement with the Contractor, applicable to the Derivative Data.
(d)Derivative Data licensed hereunder contain confidential, proprietary and/or trade secret information belonging to the Contractor and its subcontractors and suppliers. The Government will preserve and protect such Data in confidence and use, reproduce and disclose the Data only for the Government’s own internal purposes as specifically authorized in this Special Provision.
(e)This license shall not apply to technical data, computer software or other non-derivative data pertaining exclusively to military-unique items and components affixed to the airplane system included with CLIN 0001. All such technical data and computer software shall be subject to DFARS 252.227-7013 or DFARS 252.227-7014 made part of this contract. In addition, this license shall not apply to Certification Data or Derivative Certification Data which are provided under Special Provision H-25, “Access to Certification Information”.
(f)Except for Certification Data and Derivative Certification Data provided under Special Provision H-25, the Government is authorized to copy Derivative Data produced by the Contractor (“Contractor Data”) and such subcontractor to the extent authorized,provided that all proprietary legends, confidential markings, and other restrictive notices appearing on such are preserved on such copies. All such copies will be subject to the terms of this Special Provision.
(g)Notwithstanding any other term, condition, or requirement of this contract, the Contractor may restrictively mark any Derivative Data to be delivered or furnished under this contract, which deliverable contains data based on, derived from, or incorporated into data or documents made subject to Attachment 9, Appendix C, SCR C-102, with the same restrictive legend that may be applied to the data and documents subject to SCR C-102. Alternatively, Contractor may restrictively mark such Derivative Data with the following restrictive legend:
Special License Rights
The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract No. F29601-97-C-0001, Special Provision H-23. Any reproduction of this data or portions thereof must also reproduce this legend.
(h)Notwithstanding the provisions of this license, to the extent required by DFARS 227.7103-5(d)(1), when the Government but for this License, would have had Unlimited or Government Purpose Rights in Derivative Data,the Government shall have the right to obtain certain data for the purposed described in DFAR 252.227-7013 (a) (13) (ii). At the Government’s request, the Contractorprovide such limited rights to the Government in suchdata and will segregate the underlying data from Derivative Data required for that purpose. The Contractor shall edit, mark and reissue the document(s and be entitled to an equitable adjustment for this added work.
H.24. Access to Red-Lined Technical Data – Applicable for all purchase orders/subcontracts.
(a)The PDRR and EMD aircraft (hereinafter individually and collectively “Aircraft”) will be derived from the Boeing Model 747-400F commercial aircraft delivered under CLINS 0003 and 0006. The PDRR contract anticipates rapid prototyping of any modifications needed to convert the commercial aircraft to the PDRR configuration. As a consequence of the rapid prototyping process, the technical data first produced in the performance of the PDRR contract may be “red-lined” in order to save time and money. Such red-lined data may be in the form of “work-in-process” technical data or informal drawings, manuals (with slip sheets), etc.
(b)The Government shall have the right to review and evaluate any red-lined technical data in connection with and during the term of this contract; the scope of such review and evaluation being for the purpose of understanding the Aircraft and its operation. Upon request, red-lined data in tangible form shall be furnished to the Government. The Government agrees to return all such red-lined data upon completion of its review and evaluation but no later than the end of the EMD contract or as agreed upon by the parties.
(c)The Contractor shall include a transmittal letter with such red-lined data, when such data is requested in tangible form by the Government, describing the data being furnished and advising the Government of its specifically negotiated license rights in such red-lined data under Special Provision H-23, Specifically Negotiated License Rights, made part of this contract.
(d)This Special Provision shall not apply to Certification Data or Derivative Certification Data which are provided under Special Provision H-25, “Access to Certification Information” pr the data and documents provided under SCR C-102, Commercial Intellectual Property Rights.
(e)A set of red-lined drawings and slip sheet pages for the PDRR aircraft will be provided to the Government at the conclusion of the PDRR contract.
H.25. Access to Certification Information – Applicable for all purchase orders/subcontracts.
(a)It is the established commercial practice of the Contractor to neither deliver nor furnish to any customer any information made available to the Federal Aviation Administration (“FAA”) in support of an application for type or airworthiness approval (“Certification Data”). Additionally, such Certification Data is not specified to be delivered or furnished under this contract. However, to the same extent as the FAA, the Contractor is willing to provide to the Government access to Certification Data and “Derivative Certification Data” subject to the terms and conditions of this Special Provision. As used in this Special Provision, Derivative Certification Data is any technical data produced during the term of this contract, documenting all modifications made to the PDRR and EMD commercial aircraft delivered under CLINS 0003 and 0006, that may be based upon, derived from or incorporated into any Certification Data. SCR C-102, Commercial Intellectual Property Rights, provides similar terms and conditions for any Certification Data that may be provided to the Government in connection with CLINS 0003 and 0006.
(b)The Contractor is obligated to provide an FAA Special Airworthiness Certificate (Experimental Category) to the Government under this contract. However, the Government expressly agrees that none of the Derivative Certification Data that may be produced by the Contractor during the term of this contract shall be subject to any other term, requirement, or condition of this contract. In addition, the Government agrees that Certification Data and Derivative Certification Data shall not be listed on CDRL A005, Data Accession List (“DAL”), shall not be subject to the data item description requirements of the DAL, and shall not be deemed to be delivered or furnished under this contract.
(c)In consideration of the access rights afforded under this Special Provision, the Government agrees that all Certification Data and Derivative Certification Data disclosed to any Government representative hereunder are the proprietary, confidential, and/or trade secret information of the Contractor, or its subcontractors and suppliers, and will be used, but not further disclosed for the sole purposes of review and evaluation, i.e., understanding the PDRR or EMD aircraft and its operation, in connection with and during the term of this contract. If any Government representative is given a copy of any tangible embodiment of Certification Data or Derivative Certification Data, the Contractor shall provide the Government with reasonable and prominent notice that such Data are subject to this Special Provision. The Government agrees to return to the Contractor upon completion of any such review and evaluation by the Buyer, but no later than the end of the EMD contract or as agreed upon by the parties. Notwithstanding the return of such data to the Contractor, the obligations on use and further disclosure assumed by the Government shall continue.
d)Data and documents provided under SCR C-102 and the technical data subject to Special Provision H-23, Specifically Negotiated License Rights, shall not be subject to this Special Provision.
(1)Place the following notice on all documents (or on a cover sheet) for all Technical Data to be transferred to ANYONE (U.S. or Foreign) outside of the LMMS facility:
“Information included herein is controlled under the International Traffic in Arms Regulations (ITAR) by the U.S. Department of State. Export or transfer of this information to a Foreign Person or foreign entity requires an export license issued by the U.S. State Department or an ITAR exemption to the license requirement prior to the export of transfer.”
(2)All references in this purchase order, and incorporated terms and conditions and exhibits, to “Lockheed” or “Lockheed Missiles & Space Co..” or “LMSC” shall mean “Lockheed Martin Corporation acting by and through Missiles & Space with offices at 1111 Lockheed Way, Sunnyvale, CA 94088-3504”.
DOCUMENT NO. MD0012