Document No. SS003 6/1/10
Flowdowns for Subcontract 67532, Flexible Thermal Ground Plane (DARPA)
Full Text Clauses
G-9000, (DARPA) PUBLIC RELEASE OR DISSEMINATION OF INFORMATION (OCT 2008) (Applicable for all purchase orders/subcontracts. Requests for approval under this clause shall be made through the Lockheed Martin procurement representative.)
(a) There shall be no dissemination or publication, except within and between the Contractor and any subcontractors, of information developed under this contract or contained in the reports to be furnished pursuant to this contract without prior written approval of the Contracting Officer Representative (COR). All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Contractor.
(b) When submitting material for written approval for open publication as described in subparagraph (a) above, the Contractor/Awardee must submit a request for public release through UNIVERSITY Principal Investigator who will submit to the DARPA TIO via the COR and include the following information:
1) Document Information: document title, document author, short plain-language description of technology discussed in material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper);
2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for approval;
3) DARPA Sponsor: DARPA Program Manager, DARPA Office;
4) SPAWARSYSCEN San Diego COR name and Prime contract number; and
5) Contractor/Awardee's Information:
Allow 5 weeks for processing; due dates under five weeks require a justification. Unusual electronic file formats may require additional processing time. Request can be sent via e-mail to University Principal Investigator, YC Lee, who will forward to the Navy COR .
G-9001, (DARPA) EXPORT LICENSES (OCT 2008) ( Applicable for all purchase orders/subcontracts.)
Should this project develop beyond fundamental research (basic and applied research ordinarily published and shared broadly within the scientific community) with military or dual-use applications the following apply:
(1) 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 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, in the performance of this contract. In the absence of available license exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of (including deemed exports) hardware, technical data, and software, or for the provision of technical assistance.
(2) 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 any Government installation (whether in or outside the United States), where the foreign person will have access to export-controlled technical data or software.
(3) The Contractor shall be responsible for all regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.
(4) The Contractor shall be responsible for ensuring that the provisions of this clause apply to its subcontractors.
H-336, RIGHTS IN MASK WORKS (DEC 2002) (Applicable if mask work is likely to be created in the performance of your work under this contract.)
(a) Definitions.
As defined in 17 U.S.C. 901--
"Semiconductor chip product" is the final or intermediate form of any product --
(A) Having two or more layers of metallic, insulating, or semiconductor material, deposited or otherwise placed on, or etched away or otherwise removed from, a piece of semiconductor material in accordance with a predetermined pattern; and
(B) Intended to perform electronic circuit functions.
"Mask work" is a series of related images, however fixed or encoded --
(A) Having, or representing the predetermined, three-dimensional pattern of metallic, insulating, or semiconductor material present or removed from the layers of a semiconductor chip product; and
(B) In which series the relation of the images to one another is that each image has the pattern of the surface of one form of the semiconductor chip product.
(b) For any and every mask work generated in the performance of work under this contract, the contractor grants to the Government a non-exclusive, irrevocable, royalty free, worldwide license to:
(1) Reproduce or have reproduced the mask work by optical, electronic, or any other means; and
(2) Import or distribute or have imported or distributed a semiconductor chip product in which the mask work is embodied.
(c) The contractor shall include this clause, suitably modified to replace "contractor" with "subcontractor" in all subcontracts, regardless of tier, in which a mask work is likely to be created in performance of the work under the subcontract. The contractor shall not obtain rights in the subcontractor's mask works as any part of the consideration for awarding the subcontract.
(d) This license is specific to mask work rights and shall not be construed to broaden any proprietary rights to technical data or computer software.
H-341, EMPLOYMENT OF NAVY PERSONNEL RESTRICTED (DEC 1999) (Applicable for all purchase orders/subcontracts. Request for approval from the Contracting Officer shall be through Lockheed Martin.)
In performing this contract, the Contractor will not use as a consultant or employ (on either a full or part-time basis) any active duty Navy personnel (civilian or military) without the prior approval of the Contracting Officer. Such approval may be given only in circumstances where it is clear that no law and no DOD or Navy instructions, regulations, or policies might possibly be contravened and no appearance of a conflict of interest will result.
H-359, LIMITED RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS INFORMATION (NOV 2003) (Applicable if under this contract you will be providing confidential business information as defined under this clause.)
(a) Definition.
"Confidential business information," as used in this clause, is defined as all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if --
(1) the owner thereof has taken reasonable measures to keep such information secret, and
(2) the information derives independent economic value, actual or potential from not being generally known to, and not being readily ascertainable through proper means by, the public.
Confidential business information may include technical data as that term is defined in DFARS 252.227-7013(a)(14) and 252.227-7015(a)(4). It may also include computer software as that term is defined in DFARS 252.227-7014(a)(4)
(b) The Space and Naval Warfare Systems Command (SPAWAR) may release to individuals employed by SPAWAR support contractors and their subcontractors confidential business information submitted by the contractor or its subcontractors pursuant to the provisions of this contract. Business information that would ordinarily be entitled to confidential treatment may be included in the information released to these individuals. Accordingly, by submission of a proposal or execution of this contract, the offeror of contractor and its subcontractors consent to a limited release of its confidential business information.
(c) Circumstances where SPAWAR may release the contractor's or subcontractors' confidential business information include the following:
(1) To other SPAWAR contractors and subcontractors, and their employees tasked with assisting SAPWAR in handling and processing information and documents in the administration of SPAWAR contracts, such as file room management and contract closeout.
(2) To SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR in accounting support services, including access to cost-reimbursement vouchers.
(d) SPAWAR recognizes its obligation to protect the contractor and its subcontractors from competitive harm that could result from the release of such information. SPAWAR will permit the limited release of confidential business information under paragraphs (c)(1) and (c)(2) only under the following conditions:
(1) SPAWAR determines that access is required by other SPAWAR contractors and their subcontractors to perform tasks described in paragraphs (c)(1) and (c)(2),
(2) Access to confidential business information is restricted to individuals with a bona fide need to possess,
(3) Contractors, their subcontractors, and their employees who are granted access to confidential business information have signed an appropriate non-disclosure agreement requiring them to provide the same level of protection to confidential business information that would be provided by SPAWAR employees,
(4) Contractors and their subcontractors having access to confidential business information have agreed under their contract or a separate corporate non-disclosure agreement to provide the same level of protection to confidential business information that would be provided by SPAWAR employees, and
(5) SPAWAR contractors and their subcontractors performing the task described in paragraphs (c)(1) and (c)(2) have agreed under their contract or a separate non-disclosure agreement to not use confidential business information for any purpose other than performing the tasks described in paragraphs (c)(1) and (c)(2).
(e) SPAWAR's responsibilities under the Freedom of Information Act are not affected by this clause.
(f) The Contractor agrees to include, and require inclusion of this clause in all subcontracts at any tier that requires the furnishing of confidential business information.
H-360, STATE SALES TAX EXEMPTION (OCT 2003) (Applicable for all purchase orders/subcontracts.)
(a) The contractor's price shall not include state sales tax, unless the location of the contractor's business is in a state that does not afford the Federal Government a tax exemption status under its state and local laws (e.g., Arizona, Hawaii). The contract price excludes all state and local taxes levied on or measured by the contract or sales price of the services or materials furnished under this contract.
(b) To the extent that the guidance in FAR Part 31 and DFARS Part 231 applies to this contract, such tax or duty shall not constitute an allowable cost under this contract, unless specifically permitted by the Contracting Officer.
(c) Contractors may be taxed by a state or local authority when procuring goods and services for performance of this contract. Such taxation does not constitute a tax levied on the Federal Government; rather it is a tax levied on the contractor for which the contractor is liable. However, the Federal Government is exempt from state and local taxation. Therefore, the contractor shall state separately on its invoices taxes excluded from the contract price, and the contracting officer agrees to either pay the amount of the taxes to the contractor or provide evidence necessary to sustain an exemption.
(d) No exemption certificate is required.
GOVERNOR’S EXECUTIVE ORDER D 002 00, SOFTWARE PIRACY PROHIBITION (MAY 2005) (Applicable for all purchase orders/subcontracts. The state called out in this clause is Colorado.)
No State or other public funds payable under this contract shall be used for the acquisition, operations, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor herby certifies that, for the term of this contract and any extensions, Contractor has in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this contract, including without limitation, immediate termination of this contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.
CRS 24-10-101, COLORADO GOVERNMENT IMMUNITY ACT (MAY 2005) (Applicable for all purchase orders/subcontracts.)
No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado Governmental Immunity Act, CRS 24-10-101 et. seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended.
FAR Clauses
52.222-39, NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING PAYMENT OF UNION DUES OR FEES (DEC 2004) (Applicable for all purchase orders/subcontracts that exceed $100,000.)
52.227-1, AUTHORIZATION AND CONSENT (JUL 1995) AND ALTERNATE I (APR 1984) - The basic clause is already called out in Corpdocs, but Alternate I also applies to you if your contract is for research and development.
52.246-9, INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM) (APR 1984) (Applicable if your contract is for research and development. “Government” means “Lockheed Martin and the Government.”
DFARS Clauses
252.215-7003, EXCESSIVE PASS-THROUGH CHARGES –IDENTIFICATION OF SUBCONTRACT EFFORT (APR 2007) (This is a solicitation clause only and only applicable for your response to Lockheed Martin’s request for quotation/proposal and does not apply to your contract itself.)
252.225-7012, PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (JAN 2007). (Applicable for all purchase orders/subcontracts with any deliverables of items covered by this clause.)
252.243-7002, REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998). (Applies to all purchase orders/subcontracts over $100,000, “Government” means “Lockheed Martin”)
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