09/09/13
Document No. CS065
Flowdowns for Harris Corporation, GCSD Subcontract No. A000256509, GOES-R Purchase and Maintenance of SASTS (Supporting Prime Contract DG133E-09-CN-0094)
Full Text Clauses
ATTACHMENT 2, HARRIS CORPORATION GCSD SUMMARY OF DPAS REQUIREMENTS (May 2007) (Applicable for all purchase orders/subcontracts.)
I. Title I of the Defense Production Act of 1950 authorizes the President of the United States to require priority performance of contracts or orders necessary or appropriate to promote national defense over all other contracts or orders. These orders are identified by the rating designators DX or DO.
II. Rated Orders take precedence over all orders not rated, whether commercial or Government, and DX orders take precedence over all DO orders. In the case of more than one DX or DO order, FIFO (first in, first out) is to be exercised. There will be further identification symbols which indicate the type of work involved, i.e., A1 identifies defense aircraft, A7 signifies defense electronics, etc. They have absolutely no bearing on the priority—DX-A1 does not take precedence over DX-H2 for example.
III. Mandatory Acceptance. A person shall accept every rated order received and must fill such orders regardless of any other rated or non-rated order that has been accepted unless:
A. A person is unable to meet the date(s) requested. However, the person must advise the requester of the earliest possible date delivery can be made and offer to accept the order based on that date.
B. A person shall not accept a DO rated order for a date which would interfere with delivery of any previously accepted DO or DX rated order. However, the person shall offer to accept the DO or DX order based on the earliest possible date available.
C. A person shall not accept a DX rated order for a date that would interfere with any previously accepted DX order. However, the next available date must be offered.
D. Optional rejection exists when:
1) The person placing the order is unwilling or unable to meet the terms of sale or payment.
2) The order is for an item not supplied or for services not performed in the normal course of business.
3) The order is for an item not supplied or for services not provided for the supplier’s own use and for which no orders have been filled for a period of two years prior to the date of the rated order.
4) Orders relating to controlled materials, set-asides, etc.
IV. Customer Notification Requirements
A. A person must accept or reject a rated order in writing within fifteen (15) working days after receipt of a DO rated order and within ten (10) working days after receipt of a DX rated order. The reason for rejection must be in writing.
B. If a person has accepted a rated order and later discovers that due to circumstances beyond the person’s control deliveries will be delayed, the person must notify the customer immediately giving the reason for the delay and advise a new shipment date. Verbal notification of such circumstances must be followed by written confirmation within five (5) working days.
V. Flowdown. Subtier suppliers are required to invoke ratings on lower tier suppliers for parts or services to be used in support of a rated order. This includes inventories within ninety (90) days of consumption.
VI. Compliance. Any person who receives or places a rated order should be familiar with and must comply with the provisions of the DPAS regulation.
A. Willful violation is subject to a Ten Thousand ($10,000.00) Dollar fine and/or one-year imprisonment under the Defense Production Act. Maximum penalty under the Selective Service Act and related statutes is a $50,000 fine and/or three years in prison.
B. The Government may seek an injunction to prohibit further violation of the Defense Production Act (i.e., require a supplier to cease all other work until the rated orders are completed).
The preceding are only a few excerpts from the DPAS regulation (15 CFR 700). A 66-page handbook is available from the U.S. Department of Commerce, Office of Industrial Resource Administration in Washington, DC, (202) 482-2000. The information may also be found at http://www.bis.doc.gov/DPAS/Default.htm.
All persons should be fully aware of the content of this regulation and their responsibilities, rights and privileges associated with rated national defense orders.
ATTACHMENT 4, HARRIS CORPORATION GCSD GENERAL PROVISIONS – FIXED PRICE (FOR GOVERNMENT PROGRAMS) Modified Final Version 31 July 2013 (Applicable for all purchase orders/subcontracts.)
Clause 30. PRODUCT SUPPORT CLAUSE
Any product support Harris may need from Seller after expiration of the Warranty period shall be provided upon mutually agreeable terms and conditions and at additional price, and provided either under a bilateral modification to this Purchase Order or a separate Purchase Order.
Clause 37. NOTICE TO HARRIS OF LABOR DISPUTES
Whenever Seller has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of this Purchase Order, Seller shall immediately give notice thereof, including all relevant information with respect thereto, to Harris. Seller shall include this paragraph in lower tier subcontracts.
Clause 38. 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) Harris has given prior written approval; or
2) The information is otherwise in the public domain before the date of release.
b. Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The Contractors shall submit its request to Harris at least 60 days before the proposed date for release.
c. The Contractor agrees to include a similar requirement in each Subcontract under this Contract. Subcontractors shall submit requests for authorization to release through the Contractor to Harris.
Clause 53. INTELLECTUAL PROPERTY RIGHTS AND LICENSES
a. Seller and Harris agree that if Seller exclusively used Harris monies (i.e. development was accomplished entirely with monies paid by Harris to Seller that did not originate as a direct cost allocated to a government contract) to develop any modifications, redesigns, improvements, or derivative works protectable by intellectual property rights, then, all intellectual property rights (patent, copyright, trademark, registrations, and similar protections) relating to such modifications, redesigns, improvements, or derivative works developed by Seller in the course of Seller's Work under this Purchase Order shall be Harris intellectual property and Seller hereby agrees to assign, convey, and transfer as necessary all such modifications, redesigns, improvements, or derivative works in said property to Harris without any further consideration and upon request shall execute any required papers and furnish all reasonable assistance to Harris to vest all right, title and interest in such modifications, redesigns, improvements, or derivative works to Harris. Seller also agrees that Seller shall use Harris intellectual property during the term of this Purchase Order only for purposes of Seller's Work pursuant to this Purchase Order.
b. Except as otherwise expressly stated herein, Seller and Harris agree if Seller development of modifications, redesigns, improvements, or derivative works protectable by intellectual property rights was accomplished entirely with money that originated as a direct cost allocated to a government contract, that all intellectual property rights (patent, copyright, trademark, registrations, and similar protections) relating to such modifications, redesigns, improvements, or derivative works developed by Seller in the course of Seller's Work under this Purchase Order shall be Seller’s intellectual property, subject to, the Government's rights in the technical data, computer software, and inventions (as those terms are defined in the Federal Acquisition Regulation ("FAR") or Department of Defense FAR Supplement ("DFARS") applicable to the Prime Contract) related to Seller's intellectual property. In addition to these Government rights, Seller agrees to grant and hereby grants to Harris, the following licenses:
1) an irrevocable, paid-up, royalty-free, world-wide, license to use, modify, disclose, reproduce, release, display, perform, prepare derivative works, and distribute any and all data, computer software, copyrightable works, reports and works of authorship delivered to the Government with Unlimited Rights under FAR 52.227-14, DFARS 252.227-7013, or DFARS 252.227-7014 pursuant to this Purchase Order, for performance of the Prime Contract; and
2) an irrevocable, paid-up, royalty-free, world-wide license to use, modify, disclose, reproduce, release, display, perform, and distribute any and all data, copyrightable works, reports and works of authorship delivered to the Government with Limited Rights under FAR 52.227-14 or DFARS 252.227-7013 pursuant to this Purchase Order ("the Limited Rights Data") subject to Harris abiding by the limitations provided in FAR 52.227-14 or DFARS 252.227-7013, as applicable, as if Harris were the Government. The license to Limited Rights Data is limited to uses necessary for performance of the Prime Contract. The parties also agree that Harris shall only distribute copies of Limited Rights Data to third parties (other than the Government) only if prior written approval is granted by Seller and only if the third party is under a written obligation to hold and use the Limited Rights Data subject to the limitations expressed in this subparagraph; and
3) an irrevocable, paid-up, royalty-free, world-wide license to use, modify, disclose, reproduce, release, display, perform, and distribute any and all data, computer software, copyrightable works, reports and works of authorship delivered to the Government with Government Purposes Rights under DFARS 252.227-7013 or 252.227-7014 pursuant to this Purchase Order ("the Government Purpose Rights Data") subject to Harris abiding by the limitations provided in DFARS 252.227-7013 or DFARS 252.227-7014,, as applicable, as if Harris were the Government. The license to Government Purpose Rights Data is limited to uses necessary for performance of the Prime Contract. The parties also agree that Harris shall only distribute copies of Government Purpose Rights Data to third parties (other than the Government) only if prior written approval is granted by Seller and only if the third party is under a written obligation to hold and use the Government Purpose Rights Data subject to the limitations expressed in this subparagraph; and
4) an irrevocable, paid-up, royalty-free, world-wide license to use, reproduce, display, perform, disclose, and distribute any and all computer software delivered to the Government with Restricted Rights under FAR 52.227-14 or DFARS 252.227-7013 or DFARS 252.227-7014 pursuant to this Purchase Order ("the Restricted Rights Computer Software") subject to Harris abiding by the limitations provided in FAR 52.227-14 or DFARS 252.227-7013 or DFARS 252.227-7014, as applicable, as if Harris were the Government. The license to Restricted Rights Computer Software is limited to uses necessary for performance of the Prime Contract. The parties also agree that Harris shall only distribute copies of Restricted Rights Computer Software to third parties (other than the Government) only if prior written approval is granted by Seller and only if the third party is under a written obligation to hold and use the Restricted Rights Computer Software subject to the limitations expressed in this subparagraph; and
5) an irrevocable, paid-up, royalty-free, world-wide license to use and execute, but not to make or have made, any and all inventions, discoveries, improvements, mask works and patents conceived, first actually reduced to practice, or required in order to use or execute Works delivered in performance of this Purchase Order, the license being limited to uses necessary for Harris' performance of its Prime Contract obligation.
c. Notwithstanding the provisions in paragraph (b), if Seller exclusively used Harris monies (i.e., development was accomplished entirely with money paid by Harris to Seller that did not originate as a direct cost allocated to a government contract) to develop the Work delivered to the Government with Limited Rights, Government Purposes Rights, or Restricted Rights, Seller agrees to grant and hereby grants to Harris, an irrevocable, paid-up, royalty-free, world-wide license to use, modify, disclose, reproduce, release, display, perform, prepare derivative works, and distribute any and all data, computer software, copyrightable works, reports and works of authorship for any purpose and in any manner.
FAR Clauses
52.224-2, Privacy Act (Apr 1984) (Applicable if you will be required to design, develop, or operate such a system of records.)
52.225-3, Buy American Act—Free Trade Agreements—Israeli Trade Act (Applicable for all purchase orders/subcontracts.)
52.227-16, Additional Data Requirements (Jun 1987) (Applicable if you will be delivering technical data. “Contracting Officer” means “Lockheed Martin and the Contracting Officer.”)
Document No. CS065 1 of 5 09/09/13