NASA Prime Contract No. NAS5-02139

Document No. ATC10211/19/10

Flowdowns for Lockheed Martin Customer’s Contract25284100-26967-K, Helioseismic and Magnetic Imager (HMI) for Solar Dynamics Observatory

(NASA Prime Contract No. NAS5-02139)

A.INCORPORATION OF CLAUSES

The clauses below are incorporated in this Contract, including any notes following the clause citation.

B.GOVERNMENT SUBCONTRACT

(a) This Contract is entered into by the parties in support of a U.S. Government contract.

(b) As used in the FAR clauses referenced below and otherwise in this Contract:

1. "Commercial Item" means a commercial item as defined in FAR 2.101.

2. "Contract" means this contract.

3. "Contracting Officer" shall mean the U.S. Government Contracting Officer for LOCKHEED MARTIN's Customer’s government prime contract under which this Contract is entered.

4. "Contractor" and "Offeror" means the SELLER, as defined in this CorpDoc, acting as the immediate subcontractor to LOCKHEED MARTIN.

5. "Prime Contract" means the contract between LOCKHEED MARTIN’s Customerand the U.S. Government or between LOCKHEED MARTIN and its higher-tier contractor who has a contract with the U.S. Government.

6. "Purchase Order/Subcontract" or “PO/subcontract” means any contract placed by the Contractor or lower-tier subcontractors under this Contract.

Full Text Clauses

A.8REPORTS(Applicable for all your POs/subcontracts.)

Invention Reports. If any invention or discovery is made in connection with this Agreement and invention reports are a requirement of the prime award, Seller shall submit a report of inventions to Lockheed Martin’s Procurement Representative, stating the nature of the invention and the names of the inventors, within 45 days of the Agreement end date.

PATENT RIGHTS—RETENTION BY THE CONTRACTOR (Short Form)(NFS 1852.227-11)(NOV 2010)– This version replaces the undated version in Corpdocs.

As prescribed at 1827.303-70(a), modify the clause at FAR 52.227-11 by adding the following subparagraph (5) to paragraph (c) of the basic clause; adding the following subparagraph (5) to paragraph (f); and using the following subparagraph (2) in lieu of subparagraph (g)(2) of the basic clause:

(c)(5) The Contractor may use whatever format is convenient to disclose subject inventions required in subparagraph (c)(1). NASA prefers that the contractor use either the electronic or paper version of NASA Form 1679, Disclosure of Invention and New Technology (Including Software) to disclose subject inventions. Both the electronic and paper versions of NASA Form 1679 may be accessed at the electronic New Technology Reporting Web site

(End of addition)

(f)(5) The Contractor shall provide the Contracting Officer the following:

(i) A listing every 12 months (or such longer period as the Contracting Officer may specify) from the date of the contract, of all subject inventions required to be disclosed during the period.

(ii) A final report prior to closeout of the contract listing all subject inventions or certifying that there were none.

(iii) Upon request, the filing date, serial number and title, a copy of the patent application, and patent number and issue date for any subject invention in any country in which the contractor has applied for patents.

(iv) An irrevocable power to inspect and make copies of the patent application file, by the Government, when a Federal Government employee is a coinventor.

(End of addition)

(g)(2) The Contractor shall include the clause in the NASA FAR Supplement at 1852.227-70, New Technology, suitably modified to identify the parties, in all subcontracts, regardless of tier, for experimental, developmental, research, design, or engineering work to be performed by other than a small business firm or nonprofit organization.

(End of substitution)

FAR Clauses

FAR 52.203-6, Restrictions on Subcontractor Sales to the Government (JUL 1995) – This clause is already called out in Corpdocs, but is replaced with the July 1995 version.

FAR 52.203-12, Limitation on Payments to Influence Certain Federal Transactions (JUN 1997) – This clause is already called out in Corpdocs, but is replaced with the June 1997 version.

FAR 52.215-2, Audit and Records--Negotiation (JUN 1999)(ALTERNATE II)(APR 1998)– This basic clause is already called out in Corpdocs, but isreplaced with the June 1999 version. In addition, Alternate II also applies.

FAR 52.215-16, Facilities Capital Cost of Money (OCT 1997) – This clause is already called out in Corpdocs, but is replaced with the October 1997 version.

FAR 52.216-7,Allowable Cost and Payment (FEB 2002) – This clause is already called out in Corpdocs, but is replaced with the February 2002 version.

FAR 52.219-9,Small Business Subcontracting Plan (JAN 2002)(ALTERNATE II)(OCT 2001)– This basic clause is already called out in Corpdocs, but is replaced with the January 2002 version. If the basic clause applies, then Alternate II applies.

FAR 52.222-26,Equal Opportunity (APR 2002) – This clause is already called out in Corpdocs, but is replaced with the April 2002 version.

FAR 52.222-35,Equal Opportunity for Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) – This clause is already called out in Corpdocs, but is replaced with the December 2001 version.

FAR 52.222-37,Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001) – This clause is already called out in Corpdocs, but is replaced with the December 2001 version.

FAR 52.223-14,Toxic Chemical Release Reporting (OCT 2000) – This clause is already called out in Corpdocs, but is replaced with the October 2000 version.

FAR 52.225-13, Restrictions on Certain Foreign Purchases (FEB 2000) – This clause is already called out in Corpdocs, but isreplaced with the February 2000 version.

FAR 52.227-1, Authorization and Consent (DEC 2007)(ALTERNATE I)(APR 1984) – The basic clause is already called out in Corpdocs, but Alternate I also applies.

FAR Clauses (continued)

FAR 52.227-14, Rights in Data--General (JUN 1987)(ALTERNATE IV)(DEC 2007)– This basic clause is already called out in Corpdocs, but is replaced with the June 1987 version. In addition, Alternate IV applies if your PO/subcontract is for basic or applied research (other than those for the management or operation of Government facilities, and POs/subcontracts in support of programs being conducted at those facilities or where international agreements require otherwise) to be performed solely by universities and colleges.

FAR 52.227-16, Additional Data Requirements (JUN 1987)– (Applicablefor your POs/subcontracts.)

FAR 52.230-6, Administration of Cost Accounting Standards (NOV 1999) – This clause is already called out in Corpdocs, but is replaced with the November 1999 version.

FAR 52.245-1, Alternate I -- Government Property (JUN 2007) – Alternate I is called out in Corpdocs, but is NOT applicable for your POs/subcontracts.

FAR 52.246-8, Inspection of Research and Development -- Cost-Reimbursement (MAY 2001) – (Applicable if your PO/subcontract is for research and development when (a) the primary objective of the PO/subcontract is the delivery of end items other than designs, drawings, or reports, and (b) a cost-reimbursement PO/subcontract is contemplated.)

FAR 52.247-67, Submission of Commercial Transportation Bills to the General Services Administration for Audit (JUN 1997) – This clause is already called out in Corpdoc 4 and titled “Submission of Transportation Documents for Audit”, but is replaced with the June 1997 version titled “Submission of Commercial Transportation Bills to the General Services Administration for Audit”. (Applicable when a cost-reimbursement PO/subcontract is contemplated and the PO/subcontract or a first-tier cost-reimbursement PO/subcontract thereunder will authorize reimbursement of transportation as a direct charge to the PO/subcontract.)

Document ATC1021 of 4