CONNECTICUT CENTER FOR ADVANCED TECHNOLOGY, INC. (CCAT)
Purchase Order Standard Terms & Conditions
This Agreement between the parties shall take effect upon either (a) Seller’s written approval of CCAT’s Purchase Order or (b) Seller’s performance of CCAT’s Purchase Order. This writing does not constitute a firm offer and may be revoked at any time prior to agreement. Any terms or conditions contained in any acknowledgement, invoice or other communication of Seller, which are inconsistent with the terms and conditions of this Agreement are rejected.
To the extent that this Agreement might be treated as an approval of Seller’s prior offer, approval is expressly made on condition of assent by Seller to these terms and shipment of the Goods or beginning performance of any Services by Seller shall constitute assent.
Upon acceptance of a purchase order, shipment of Goods or commencement of a Service, Seller shall be bound by the provisions of this Agreement as between merchants, including all provisions set forth on the face of any applicable purchase order, whether Seller acknowledges or otherwise signs this Agreement or the purchase order, unless Seller objects to such terms in writing prior to shipping Goods or commencing Services.
As used throughout this Agreement, the following definitions apply as between merchants unless otherwise specifically stated:
“Acceptance” occurs when CCAT (a) after a reasonable opportunity to inspect the goods signifies to the Seller that the goods are conforming or that he will take or retain them in spite of their nonconformity; or (b) fails to make an effective rejection within a reasonable time after delivery or tender, but such acceptance does not occur until the Buyer has had a reasonable opportunity to inspect them; or (c) does any act inconsistent with the Seller’s ownership; but if such act is wrongful as against the Seller it is an acceptance only if ratified by him.
“Buyer” means Connecticut Center for Advanced Technology, Inc. (“CCAT”), the non-profit legal entity issuing this Agreement.
“Purchase Order”, “Order”, or “Agreement” means this agreement, including change notices, supplements, amendments, or modifications, except were the context indicates that a particular Purchase Order document or other particular document is being referred to.
“Goods” means goods, supplies, Service deliverables, items, computer software or hardware (including any software, firmware, or other hardwired logic embedded within the hardware), intellectual property, technical information, or programs furnished by Seller in connection with the principal equipment purchased by CCAT (whether or not owned by Seller and whether or not deemed a part of those goods), that are described in any purchase order, request for proposal or request for quote.
“Services” means any effort supplied by Seller incidental to the sale of Goods by Seller under this Agreement including, without limitation, installation, repair and maintenance Services. The term “Services” shall also include, without limitation, any effort specifically required by the Agreement, including all associated efforts such as design, engineering, repair, maintenance, technical, construction, consulting, professional, or other services.
“Sale” consists of passing of title from the Seller to CCAT for a price.
“Seller” means the legal entity who sells or contracts to sell Goods or Services or otherwise performs work pursuant to this Agreement.
“Intellectual Property” means all patents, copyrights, mask works, trademarks, trade secrets and other rights and information of a similar nature worldwide to the extent that such rights o r information are created or made possible by Seller alone (or acting with CCAT or others) and result from Seller’s performance under this Agreement or any Goods or Services provided to CCAT. Such information includes, without limitation, designs, unique processes, drawings, prints, unique specifications, reports, data, and other technical information, regardless of form, and all unique equipment, tools, gauges, patterns, process sheets or work instructions related to such Goods or Services.
[“Work Product” shall include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in progress, Service deliverables, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Seller alone or with others which result from or relate to the Services performed. Standard Goods manufactured by Seller and sold to CCAT without having been designed, customized or modified for CCAT do not constitute Work Product.]
Time is of the essence regarding all aspects of Seller’s performance of this agreement. Without limitation, the delivery schedule specified in this Agreement must be strictly observed by Seller both as to time and quantity, via the carrier and to the place specified on the face of the applicable purchase order. CCAT reserves the right to return, and collect all shipping charges for all Goods received outside the delivery schedule. If no delivery schedule is specified, the order shall be filled promptly via land transportation. If no method of shipment is specified in the purchase order, Seller shall use the least expensive carrier. In the event Seller fails to deliver the Goods within the time specified, CCAT may, at its option, (i) decline to accept the Goods and terminate the Agreement, (ii) demand its allocable fair share of Seller’s available Goods and terminate the balance of the Agreement, or (iii) require Seller, at Seller’s sole cost and expense, to ship all of the items covered by this Agreement by air or railway express or by such other means as may be designated by CCAT. Seller shall package all items in suitable containers to permit safe transportation and handling. Each delivered container must be labeled and marked to identify contents without opening and all boxes and packages must contain packing sheets listing contents. CCAT’s purchase order number must appear on all shipping containers, packing sheets, delivery tickets and bills of lading.
CCAT reserves the right to reschedule any delivery or cancel any purchase order issued at any time prior to shipment of the Goods or prior to commencement of any Services. CCAT shall not be subject to any charges or other fees as a result of such cancellation.
Acceptance by CCAT of all or part of the items shall not constitute a waiver by CCAT of its claims arising from delays in delivery.
4. SHIPPING INSTRUCTIONS
Shipments Originating and Terminating in the United States – Unless otherwise specified by CCAT, all shipments that originate and terminate in the United States shall be FOB destination.
Shipments Originating or Terminating Outside the United States – Unless otherwise specified in the Agreement, all shipments (a) which originate outside the United States and terminate in the United States shall be delivered DDU, United States port of entry; and (b) which originate and terminate outside the United States shall be delivered DDU at the point designated in the Agreement (or if there is no designation of any DDU point in the Agreement, DDU at CCAT’s facility). Except as otherwise specified in the Agreement, the term “DDU” and the rights and obligations of CCAT and Seller will be as defined by Incoterms 2000, the ICC Official Rules for the Interpretation of Trade Terms.
5. IDENTIFICATION, RISK OF LOSS & DESTRUCTION OF GOODS.
Seller assumes all risk of loss until receipt by CCAT. Title to the Goods shall pass to CCAT upon receipt by it of the Goods at the designated destination. If the Goods ordered are destroyed prior to title passing to CCAT, CCAT may at its option cancel the Agreement or require delivery of substitute Goods of equal quantity and quality. Such delivery will be made as soon as commercially practicable. If loss of Goods is partial, CCAT shall have the right to require delivery of the Goods not destroyed.
6. INSPECTION; REJECTION.
All materials and workmanship entering into the performance of this Agreement may be inspected and tested at all times and places by representatives of CCAT, including during the period of manufacture or performance. If made on the premises of Seller or its supplier, such tests and inspections shall be made in a manner that will not unduly delay work under this Agreement, and Seller shall furnish without additional charge all reasonable facilities and assistance for the safety and convenience of CCAT’s representatives in the performance of their duties. Seller shall tender to CCAT for acceptance only goods that have been manufactured under, and inspected by, appropriate quality control and inspection systems maintained by Seller and have been found to be in conformity with the requirements of this Agreement. As part of these systems, Seller shall prepare records evidencing all inspections made under this Agreement and their outcome, which records shall be complete and available to CCAT upon request during the performance of this Agreement and for two years after final payment.
Unless agreed to otherwise CCAT shall have forty-five (45) days, unless under the circumstances a longer period of time is required, to inspect the Goods or Services before payment, for conformity. However, CCAT’s right of review, whether or not exercised, does not relieve Seller of any of its obligations for inspection, testing, performance, or associated documentation. Use of a portion of the Goods for the purpose of testing shall not constitute an acceptance of the Goods. If Goods tendered do not wholly conform to these provisions, CCAT shall have the right to reject such Goods.
The parties agree that, upon signing this Agreement, CCAT obtains a special property and insurable interest in the Goods or Services that are the subject of this Agreement. Any deposit or partial payment made by CCAT is refundable upon breach by the Seller, subject to the remedies provided for in this Agreement. As full consideration for the performance of the Services, delivery of the Goods and the assignment of rights to CCAT as provided, CCAT shall pay Seller (i) the amount agreed upon and specified in the applicable purchase order, or (ii) Seller’s quoted price on date of shipment (for Goods), or the date Services were started (for Services), whichever is lower. Seller acknowledges that no sales, use or other taxes will be due upon the sale because CCAT is a 501(c)(3) tax-exempt corporation. At Seller’s request, CCAT shall provide appropriate documentation of its tax-exempt status. Other charges such as shipping costs, duties, customs, tariffs, imposts and government-imposed surcharges shall be stated separately on Seller’s invoice. Payment is made when CCAT’s check is mailed. Payment shall not constitute acceptance. All personal property taxes assessable upon the Goods prior to receipt by CCAT of Goods conforming to the purchase order shall be borne by Seller. Seller shall invoice CCAT for all Goods delivered and all Services actually performed. Each invoice submitted by Seller must be provided to CCAT within ninety (90) days of completion of the Services or delivery of Goods and must reference the applicable purchase order, and CCAT reserves the right to return all incorrect invoices. CCAT will receive a 2% discount of the invoiced amount for all invoices that are submitted more than ninety (90) days after completion of the Services or delivery of the Goods. Unless otherwise specified on the face of a purchase order, CCAT shall pay the invoiced amount within forty-five (45) days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by CCAT or Seller in connection with or based on the Goods or Services provided.
8.1 Services: Seller represents and warrants that all Services shall be completed in a professional and workmanlike manner, with the degree of skill and care that is required by current, good, sound, and generally accepted professional procedures, by appropriately licensed personnel who are trained and experienced in the appropriate fields. Further, Seller represents and warrants that the Services shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Agreement. Seller warrants that the Services to be provided by Seller shall be performed in a timely and professional manner that enables the goods to perform in the manner contemplated by the parties. Seller represents and warrants that the performance of Services under this Agreement will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound.
8.2 Goods: Seller warrants to CCAT, its successors, assigns, customers, and users of Goods sold by CCAT that all Goods provided shall be: (i) merchantable, (ii) new (unless specifically agreed to in writing), (iii) free from defects in material and workmanship, (iv) with regard to Goods designed by Supplier, free from defects in design, (v) suitable for the particular purposes intended whether expressed or reasonably implied, (vi) free from any security interest or other lien or encumbrance of which CCAT at the time of contracting has no knowledge, (vii) of good title and (viii) in compliance with all applicable specifications, drawings, and performance requirements which may be attached to this Agreement. Seller agrees that it will make spare parts available to CCAT for a period of five (5) years from the date of shipment at Sellers then current price, less applicable discounts.
The warranty period shall begin as of when the Goods or Services are placed in use and shall extend for a period of fifteen (15) months or for a period provided in the Seller’s standard warranty, whichever is longer. Replacement and repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. Seller shall furnish to CCAT Seller’s standard warranty and service guaranty applicable to the Goods.
These warranty provisions survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Agreement and such warranties shall run to CCAT, its successors, assigns, employees, students, and users of the material.
8.3 Price: Seller warrants that the prices for the Goods sold or Services provided to CCAT are not more than those currently extended to any other customer for the same or similar Goods or Services in similar quantities. In the event Seller reduces its price for such Goods or Services during the term of this Agreement Seller agrees to reduce the prices of this Agreement correspondingly. No additional charges or rates of any type shall be added without CCAT’s prior written consent.
If Seller breaches this Agreement, CCAT shall have all remedies available by law and at equity, including but not limited to, cancellation, rescission, rejection, revocation of acceptance, substitute goods, specific performance, and recovery of all damages and deduction of damages from the price.
Without limiting the forgoing remedies, with respect to any Goods or Services not conforming to Seller’s warranties under this Agreement, CCAT may, by written notice to Seller: (a) rescind this Agreement as to such non-conforming material; (b) accept such material at an equitable reduction in price; (c) reject such nonconforming material and require repair or the delivery of suitable replacements; (d) credit CCAT’s account for the same or (e) elect to repair at Seller’s expense. Repair shall be performed solely by Seller or its authorized agents. Cost of replacement, rework, inspection, repackaging and transportation of such corrected material shall be at the Seller’s expense. Deliveries of corrected or replaced Goods or Services shall be accomplished promptly and shall be accompanied by written notice specifying that such Goods or Services are corrected or replaced. If Seller fails to deliver suitable replacements promptly or if re-performance does not remedy Seller’s unsatisfactory performance, CCAT reserves the right to procure substitute services from another source or sources and to charge Seller with the costs or terminate this Agreement for default.
The rejected goods returned to Seller shall not be repaired or replaced by Seller except upon written instructions from CCAT. Rejected goods shall not again be tendered to CCAT for acceptance without disclosure of former rejection. Seller shall not use any Goods purchased for the performance of this Agreement for any other Agreement. Should CCAT elect to repair the nonconforming goods, all terms and conditions of this Agreement shall remain in full force and effect as to the goods furnished by Seller. Acceptance shall be conclusive except as regards latent defects, fraud, or such gross mistakes as amount to fraud. CCAT’s rights under this section shall be in addition to and shall not be deemed to diminish its rights under the warranties section of this Agreement.
In the event that CCAT incurs additional costs or CCAT’s customer charges CCAT for additional costs related to a breach of Seller’s warranties or a breach of delivery terms by Seller, Seller agrees that CCAT shall have the right to: (i) reduce the amount payable under this Agreement; including, without limitation, deduction or setoff pursuant to this Agreement; and (ii) charge Seller for additional costs or customer charges greater than the amount of this Agreement or otherwise not deductible against this Agreement.
Seller acknowledges that CCAT may recover all damages or costs it incurs as a result of or relating to Seller’s breach of any warranties of the failure of Seller to correct defects in or replace nonconforming Goods promptly. While CCAT may have available to it contractual or other limitations with respect to its own customers, CCAT may in some instances decide to provide corrective Goods or Services, or reimburse such customers for quality issues, losses and for damages beyond CCAT’s strict contractual or legal obligations. Where such corrective action payments or expenses by CCAT result from or are related to defects or failures by Seller in Seller’s Goods or Services, CCAT may recover for such corrective action, payment and expenses from Seller.
10. INTELLECTUAL PROPERTY RIGHTS,
CCAT is licensed to copy, embed and use all software provided under this Agreement onto a computer memory device and to make back-up copies of such software. Unless otherwise provided for in this Agreement, or in a prior written Agreement directed to the software provided here, CCAT’s sole obligation with respect to software provided under this Agreement shall be to use the software in compliance with applicable U.S. copyright laws and regulations, irrespective of any other license agreement including, but not limited to, any license agreement packaged with such software.
Seller agrees that, for any works of authorship created by Seller or any employees or subcontractors of Seller in the course of this Agreement, those works that come under one of the categories of “Works Made for Hire” in 17 U.S.C. 101 shall be considered Works Made for Hire. For any works of authorship that do not come under such categories, Seller warrants that it has right to do so, hereby assigns and agrees to assign all right, title, and interest it has to any copyright in such works and will execute or cause to be executed at Seller’s expense any documents required to establish CCAT’s ownership of such copyright.
CCAT, at any time, shall have the right to make changes within the general scope of this Agreement, including, but not limited to any one or more of the following: (i) shipping or packing instructions, (ii) place of delivery or delivery schedule, (iii) any changes in the quantities, drawings, designs or specifications, (iv) services, or (v) the method or manner of performance of the services. If any change under this section causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment shall be made in price or delivery schedule or both, and the Agreement shall be modified in writing accordingly.
Information, such as technical direction or guidance provided to Seller by representatives of CCAT in connection with the Seller’s performance of this Agreement, shall not be constructed either as a change within the meaning of this section, or as direction to proceed outside the scope of this purchase order. No change will be binding on CCAT unless issued in writing by an authorized representative of CCAT’s purchasing department.
Notwithstanding the pendency of any claim for an adjustment submitted by Seller under this Agreement, Seller shall diligently proceed with the performance of the Agreement, as directed by CCAT, and nothing in this agreement shall be construed as relieving Seller of its obligations to perform including without limitation the failure of the parties to agree upon Seller’s entitlement to, or the amount or nature of, any such adjustment.
12. INDEPENDENT CONTRACTOR.
CCAT is interested only in the results obtained under this Agreement; the manner and means of achieving the results are subject to Seller’s sole control. Seller is an independent contractor for all purposes, without express or implied authority to bind CCAT by contract or otherwise. Neither Seller nor its employees, agents or subcontractors (“Seller’s Assistants”) are agents or employees of CCAT, and therefore are not entitled to any employee benefits of CCAT, including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Seller’s own supplies and equipment.
13. SELLER RESPONSIBLE FOR TAXES AND RECORDS.
Seller shall be solely responsible for filing the appropriate federal, state and local tax forms, including, without limitation, a Schedule C or a Form 1020, and paying all such taxes or fees, including estimated taxes and employment taxes, due with respect to Seller’s receipt of payment under this Agreement. Seller further agrees to provide CCAT with reasonable assistance if there is a government audit. CCAT shall have no responsibility to pay or withhold from any payment to Seller under this Agreement, any federal, state or local taxes or fees. CCAT will regularly report amounts paid to Seller by filing Form 1099-MISC with the Internal Revenue Service.
Seller shall maintain and require Seller’s Assistants to maintain such adequate health, auto, workers’ compensation, unemployment compensation, disability, liability, and other insurance as CCAT specifically requires or as is required by law or as is the common practice in Seller’s and Seller’s Assistants’ trades or businesses whichever affords greater coverage. Upon request, Seller shall provide CCAT with certificates of insurance or evidence of coverage before commencing performance under this Agreement. Seller shall provide adequate coverage for any CCAT property under the care, custody or control of Seller or Seller’s Assistants.
15. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CCAT BE LIABLE TO SELLER OR SELLER’S ASSISTANTS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, WHETHER OR NOT CCAT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Seller shall indemnify, hold harmless, and at CCAT’s request, defend CCAT, its officers, directors, customers, agents and employees, against all claims, liabilities, damages, losses and expenses, including attorneys’ fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Agreement, including, without limitation, (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean up costs, (ii) Seller failing to satisfy the Internal Revenue Service’s guidelines for an independent contractor, (iii) any claim based on the negligence, omissions or willful misconduct of Seller or any Seller’s Assistants, and (iv) any claim by a third party against CCAT alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Agreement, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without CCAT’s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by CCAT in enforcing this indemnity, including attorneys’ fees.
Should CCAT’s use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for CCAT, its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
Technical and business information and ideas disclosed to Seller by CCAT (“CCAT Confidential Information”) in connection with this Agreement, includes but is not limited to all information, whether written or oral, in any form, including without limitation, HIPPA-protected information, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product and other material or information considered proprietary by CCAT relating to the current or anticipated business or affairs of CCAT which is disclosed directly or indirectly to Seller and are entrusted to Seller only for use on behalf of CCAT. In addition, CCAT Confidential Information means any third party’s proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to CCAT. Seller shall keep proprietary information in confidence and shall neither use (other than in performance under this Agreement or other Agreements from CCAT) nor disclose such proprietary information except as authorized in writing by CCAT. On completion of this or all subsequent related orders (as appropriate), Seller shall deliver to CCAT or destroy to CCAT’s satisfaction all material embodying proprietary information, including all reproductions, unless otherwise instructed by CCAT.
CCAT Confidential Information does not include, and Seller shall not be liable for use or disclosure of any proprietary information (i) which Seller lawfully knew without restriction on disclosure before CCAT disclosed it to Seller, (ii) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (iii) which Seller developed independently without use of the CCAT Confidential Information, as evidenced by appropriate documentation, or (iv) which is lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to CCAT of such requirement prior to disclosure.
Seller agrees not to copy, alter or directly or indirectly disclose any CCAT Confidential Information. Additionally, Seller agrees to limit its internal distribution of CCAT Confidential Information to Seller’s Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller’s Assistants of nondisclosure agreements with provisions substantially similar to those set forth in this Agreement. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but not less than reasonable care to prevent the unauthorized use of CCAT Confidential Information.
Seller further agrees not to use the CCAT Confidential Information except in the course of performing this Agreement and will not use such CCAT Confidential Information for its own benefit or for the benefit of any third party. The mingling of the CCAT Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same. Seller agrees not to design or manufacture any products that incorporate CCAT Confidential Information. All CCAT Confidential Information is and shall remain the property of CCAT. Upon CCAT’s written request or the termination of this Agreement, Seller shall return, transfer or assign to CCAT all CCAT Confidential Information, including all Work Product and all copies.
18. OWNERSHIP OF WORK PRODUCT.
All Work Product shall at all times be and remain the sole and exclusive property of CCAT. Seller agrees to irrevocably assign and transfer to CCAT and does assign and transfer to CCAT all of its worldwide right, title and interest in and to the Work Product including all associated intellectual property rights. CCAT will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that CCAT deems appropriate. Seller agrees: (a) to disclose promptly in writing to CCAT all Work Product in its possession; (b) to assist CCAT in every reasonable way, at CCAT’s expense, to secure, perfect, register, apply for, maintain, and defend for CCAT’s benefit all copyrights, patent rights, mask work rights, trade secret rights, and all other proprietary rights or statutory protections in and to the Work Product in CCAT’s name as it deems appropriate; and (c) to otherwise treat all Work Product as CCAT Confidential Information as described above. These obligations to disclose, assist, execute and keep confidential survive the expiration or termination of this Agreement. All tools and equipment supplied by CCAT to Seller shall remain the sole property of CCAT.
Seller will ensure that Seller’s Assistants appropriately waive any and all claims and assign to CCAT any and all rights or any interests in any Work Product or original works created in connection with this Agreement. Seller irrevocably agrees not to assert against CCAT or its direct or indirect customers, assignees or licensees any claim of any intellectual property rights of Seller affecting the Work Product.
CCAT will not have rights to any works conceived or reduced to practice by Seller which were developed entirely on Seller’s own time without using equipment, supplies, facilities or trade secret or CCAT Confidential Information, unless (i) such works relate to CCAT’s business, or CCAT’s actual or demonstrably anticipated research or development, or (ii) such works result from any Services performed by Seller for CCAT.
19. SUSPENSION AND DEBARMENT
Seller shall promptly notify CCAT if Seller is suspended, debarred, or proposed for suspension or debarment. If Seller fails to so notify CCAT within a reasonable time, Seller shall indemnify and hold CCAT harmless against any loss or damage suffered by CCAT as a result of its issuing any subcontracts to Seller after such notice should have been given.
20. NONINTERFERENCE WITH BUSINESS.
During and for a period of two years immediately after the termination or expiration of this Agreement, Seller agrees not to unlawfully interfere with the business of CCAT in any manner, and further agrees not to solicit or induce any employee or independent contractor to terminate or breach an employment, contractual or other relationship with CCAT.
21.1 Termination for Default: CCAT may terminate this entire Agreement upon written notice to Seller for default in any of the following circumstances: (i) Seller fails to deliver the Goods or perform the Services required by this Agreement within the time specified, or any extension granted by CCAT in writing; (ii) Seller fails to perform any of the other provisions of this Agreement or fails to make progress so as to endanger performance of this Agreement in accordance with its terms and Seller does not cure or submit to CCAT a plan to cure such failure to CCAT’s reasonable satisfaction within a period of ten (10) days after receipt of notice from CCAT specifying such failure; (iii) Seller admits in writing its inability to pay its debts generally as they come due, or make a general assignment for the benefit of creditors; (iv) Seller files a petition in bankruptcy, becomes insolvent or dissolves; (v) the appointment, with or without Seller’s consent, of any trustee, liquidator, assignee, custodian, sequestrator or receiver for any substantial portion of Seller’s assets; or (vii) Seller’s demonstrated inability to pay its debts generally as they come due.
If this Agreement is entirely or partially terminated by CCAT for Default, CCAT may procure, upon such terms and in such manner as CCAT may deem appropriate, Goods or Services similar to those terminated, and Seller shall be liable to CCAT for all reprocurement costs, including any price for such similar Goods or Services that is higher than this Agreement, provided however, that Seller shall continue the performance of this Agreement to the extent not terminated. Seller shall not be liable for such additional costs if Seller’s failure to perform arises out of causes beyond the control and without the fault or negligence of Seller as described in the section entitled “Force Majeure”.
If this Agreement is entirely or partially terminated under this section, CCAT, in addition to any other rights, may require Seller to: (i) transfer title and deliver to CCAT in the manner and to the extent directed by CCAT any completed Goods and any partially completed Goods and materials, parts, components, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (“contract materials”) as the Seller has specifically produced or specifically acquired for the performance of such part of this Agreement as has been terminated; or (ii) protect and preserve property in the possession of Seller in which CCAT has an interest.
Payment for completed Goods delivered or rendered to and accepted by CCAT, and for the protection and preservation of property, shall be in an amount agreed upon by Seller and CCAT.
If, after notice of termination under this section, it is determined that Seller was not in default, or that the default was excusable CCAT shall pay Seller according to the provisions under the section entitled “Termination for Convenience,”
21.2 Termination for Convenience: The performance of work under this Agreement may be terminated, in whole or in part, or from time to time in part, by CCAT for its convenience by delivery to Seller of a notice of termination specifying the extent to which performance of work under the Agreement is terminated, and the date which such termination becomes effective. After receipt of a notice of termination and except as otherwise directed by CCAT, Seller shall immediately: (i) Stop work on the date and to the extent specified in the notice of termination; (ii) Place no further orders or suborders for materials, services, or facilities except as may be necessary for completion of such portions of the work under the Agreement that is not terminated; (iii) Terminate all orders and suborders to the extent that they relate to the performance of any work terminated by the notice of termination; (iv) Assign to CCAT, in the manner, and to the extent directed by CCAT all of the right, title and interest of Seller under the Agreements or subcontracts terminated; (v) Settle all outstanding liabilities and all claims arising out of such termination of Agreements and subcontracts subject to the approval or ratification of CCAT to the extent CCAT may require, which approval or ratification shall be final for all the purposes of this section; and (vi) Transfer title and deliver in the manner, to the extent, and at the times directed by CCAT (a) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced as a part of, or acquired in connection with the performance of, the work terminated by the notice of termination, and (b) the completed or partially completed plans, drawings, information, and other property which, if the Agreement had been completed, would be required to be furnished to CCAT.
CCAT shall pay Seller for the portion of the Services satisfactorily performed or those conforming Goods delivered to and accepted by CCAT through the date of termination, less appropriate offsets, including any additional costs to be incurred by CCAT in completing the Services.
22. FORCE MAJEURE.
CCAT shall not be liable for any failure to perform including failure to accept performance of Services or, take delivery of the Goods as provided, and Seller shall not be liable for delays or defaults in delivery caused by circumstances beyond their control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, acts of terrorism, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. Either party’s performance shall be suspended for the duration of the event rendering proper performance impractical or impossible provided, however, that if such suspension shall continue in excess of thirty (30) days, the parties shall meet to effect a mutually acceptable compromise, failing which, either party may terminate this Agreement in respect of the affected goods upon thirty (30) days prior written notice to the other party.
23. ENTIRE AGREEMENT; AGREEMENT IN WRITING.
These Standard Terms and Conditions, together with CCAT’s purchase order, request for proposal or request for quote and Seller’s work proposal or quote for Goods and Services constitutes the complete, final and exclusive agreement of purchase and sale between the parties and supersedes all prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter contained in this Agreement. Any terms and conditions proposed in Seller’s acceptance or in any acknowledgment, invoice, or other form of Seller that add to, vary from, or conflict with these terms are rejected.
If any provision of this Agreement shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
25. ASSIGNMENT; WAIVER.
Seller may not assign this Agreement, in whole or in part, or any of its rights or obligations under this Agreement, without the prior written consent of CCAT. Any assignment or transfer without such written consent shall be null and void and shall be deemed a material breach of this Agreement. This Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of CCAT without restriction. If CCAT fails to insist in any instance on the strict performance of any provision of this Agreement or to exercise any right or privilege granted to CCAT, that failure is not a waiver of any such provision or right and that provision shall continue in force. In any event, a waiver of any default or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition.
In no event shall any documents, relating to work under this Agreement, marked with Government security classifications such as “Top Secret,” “Secret,” or “Confidential” be furnished to an assignee or to any other person not otherwise authorized to receive the same without the prior written authorization of the Contracting Officer.
26. NONEXCLUSIVE AGREEMENT.
This is not an exclusive agreement. CCAT is free to engage others to perform Services or provide Goods the same as or similar to Seller’s. Seller is free to, and is encouraged to, advertise, offer and provide Seller’s Services or Goods to others; provided however, that Seller does not breach this Agreement.
Except for Purchase Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices and other communications shall be in writing, and shall be addressed to Seller or to an authorized CCAT representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.
28. SURVIVAL OF OBLIGATIONS.
Any obligations and duties, which by their nature extend beyond the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.
29. GOVERNING LAW; DISPUTE RESOLUTION.
This Agreement shall be construed in accordance with, and disputes shall be governed by, the laws of the State of Connecticut, excluding its conflict of law rules. The venue for resolution of any disputes under this Agreement shall be in Hartford, Connecticut.
The parties intend to forsake litigation and resolve with finality any and all disputes arising under or related to this Agreement exclusively by the process identified in this Section. This Section shall remain effective in the event that a petition in bankruptcy is filled by or against a party to this Agreement, or if a party makes an assignment for the benefit of creditors, or if any other insolvency proceeding is commenced against a party. Invocation of this Section shall not relieve either part of any obligation, right or duty of performance arising under or related to this Agreement.
Any and all disputes, controversies or claims arising under or relating to this Agreement or the breach, termination or invalidation of this Agreement shall, upon written notice, be referred to a senior management representative from each of the parties who will confer in Good faith to attempt to resolve the matter. The party sending the first written notice (the “initial notice”) shall (a) set forth in detail, all of its claims or issues in dispute and (b) designate its representative. The other party shall have 5 business days to designate its representative and add any other issues or claims for resolution not identified in the initial notice. The representatives shall have 30 days from the date of the initial notice to resolve the issues identified in the notices. If the representatives are unable to resolve the matter, either party may refer the matter to administered mediation. Such mediation shall be started within 30 days from the date of referral, and the mediation process must be concluded within 30 days from the start date.
If the dispute or claim is not fully resolved pursuant to the above paragraph, either party may, after 90 days, but not later than 120 days from the date of the initial notice, make a written demand for binding arbitration to be administered by the American Arbitration Association (AAA) by one arbitrator in accordance with its commercial arbitration rules, and judgment on the awarded rendered by the arbitrator may be entered in any court of competent jurisdiction. A party’s failure to make a timely demand for arbitration shall result in the forfeiture of all the claims and issues that party identified in its written notice.
Each party will be permitted to take the deposition of one individual, limited to no longer than four hours. No other discovery shall be conducted except by the written agreement of both parties. The parties shall share all fees and expenses of the arbitration equally; however, each party shall bear the expense of its own counsel, experts, witnesses, and preparation and presentation of proofs. The arbitrator shall have no authority to award punitive or other damages beyond the prevailing party’s actual damages and shall not, in any event make any ruling, finding, or award that does not conform to the terms and conditions of this Agreement. The arbitration award shall be in writing and shall specify the factual and legal basis for the award. The right to appeal the award shall be governed b Connecticut law.
Either party may at any time, without inconsistency with this Agreement, seek from a court of general jurisdiction, any equitable interim or provisional relief only to avoid irreparable injury.
The parties intend all statements made and documents provided or exchanged in connection with this dispute resolution process to be confidential and neither party shall disclose the existence or content of the dispute or claim, or the results of any dispute resolution process, to third parties other than outside counsel, except with the prior written consent of the party or pursuant to legal process.
The parties may, by written mutual consent, agree to date and times other than those set forth in this Section.
The provisions of this Section shall not modify or displace the procedures for Termination of the Agreement for Convenience. In addition, this Section shall not apply to and will not bar litigation regarding any claims related to a party’s proprietary or intellectual property rights.
Any legal action (including, without limitation, any action in respect to any warranty claim) with respect to any such transaction must be commenced within four (4) years after the cause of action has accrued. The applicability of the UN Convention on Contracts for the International Sale of Goods is expressly waived by the parties and shall not apply to the terms and conditions of this Agreement.
30. COMPLIANCE WITH LAWS.
30.1 General: Seller shall comply fully with all applicable federal, state and local laws in the performance of this Agreement including, but not limited to, all applicable employment, tax, export control and environmental laws.
30.2 Federal Regulations
The funds needed to pay Seller are from public sources. Seller agrees to comply with federal regulations including but not limited to, the Rehabilitation Act of 1973 [29 U.S.C. 794], Drug-Free Workplace, Title VI of the Civil Rights Act of 1964 [42 U.S.C. 2000d], the Handicapped Act, the Age Discrimination Act of 1975 [42 U.S.C. 6101 et seq.], the Smoke-Free Workplace, the Equal Employment Opportunity [E.O. 11246 (3 CFR, 1964-1965 Comp. p 339}, Copeland “Anti-Kickback” Act (18 U.S.C. 874 and 40 U.S.C. 276c), Davis-Bacon Act, as amended (40 U.S.C. 276a to a-7), Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), Rights to Interventions Made Under a Contract, Grant or Cooperative Agreement, Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et seq.), as amended Byrd Anti-Lobbying Amendment (31 U.S.C. 1352), and Debarment and Suspension (E.O.S 12549 and 12689).
If applicable, Seller will comply with the following Federal Acquisition Regulations: (i) 52.222-26 “Equal Opportunity”, (ii) 52.222-35 “Affirmative Action for Special Disabled and Vietnam Veterans”, (iii) 52.222-36 “Affirmative Action for Handicapped Workers.”
30.3 State Regulations
Seller will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended, and by the regulations and relevant orders of the U.S. Secretary of Labor’s guidelines on Equal Opportunity Employment. Upon request, seller will furnish all information and reports required by Executive Order 11246 and by the rules, regulations, and orders of the Secretary of Labor and will permit access to Seller’s books, records, and accounts, by the federal granting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and others.
The Seller agrees and warrants that in the performance of the Agreement such Seller will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such Seller that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the State of Connecticut; and the Seller further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, gender identity or expression, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by the Seller that such disability prevents performance of the work involved; (2) the Seller agrees, in all solicitations or advertisements for employees placed by or on behalf of the Seller, to state that it is an “affirmative action‑equal opportunity employer” in accordance with regulations adopted by the Commission; (3) the Seller agrees to provide each labor union or representative of workers with which the Seller has a collective bargaining Agreement or other contract or understanding and each vendor with which the Seller has a contract or understanding, a notice to be provided by the Commission, advising the labor union or workers’ representative of the Seller’s commitments under this section and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) the Seller agrees to comply with each provision of this Section and Connecticut General Statutes §§ 46a-68e and 46a-68f and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes §§ 46a-56, 46a-68e and 46a-68f; and (5) the Seller agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the Seller as relate to the provisions of this Section and Connecticut General Statutes § 46a-56. If the contract is a public works contract, the Seller agrees and warrants that he will make good faith efforts to employ minority business enterprises as subcontractors and suppliers of materials on such public works projects.
The Seller agrees and warrants that in the performance of the Agreement such Seller will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual orientation, in any manner prohibited by the laws of the United States or the State of Connecticut, and that employees are treated when employed without regard to their sexual orientation; (2) the Seller agrees to provide each labor union or representative of workers with which such Seller has a collective bargaining Agreement or other contract or understanding and each vendor with which such Seller has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers’ representative of the Seller’s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) the Seller agrees to comply with each provision of this section and with each regulation or relevant order issued by said Commission pursuant to Connecticut General Statutes § 46a-56; and (4) the Seller agrees to provide the Commission on Human Rights and Opportunities with such information requested by the Commission, and permit access to pertinent books, records and accounts, concerning the employment practices and
procedures of the Seller which relate to the provisions of this Section and Connecticut General Statutes § 46a-56.
In accordance with Executive Order No. 16, Seller agrees to prohibit its employees from bringing into the work site, using, attempting to use, or threatening to use any weapon or dangerous instrument and from causing or threatening to cause physical injury or death to any individual on the work site.
30.4 Hazardous Substances: Seller warrants that, except as specified on the face of the purchase order, none of the chemical substances constituting or contained in the Goods sold or otherwise transferred to CCAT under this Agreement, are “hazardous substances” as defined in the Comprehensive, Environmental Response, Compensation and Liability Act (CERCLA), and Seller agrees to supply CCAT with any and all required material data safety sheets.
Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials, and that it shall perform all activities related to its manufacturing processes in compliance with all applicable federal, state, and local environmental, health and safety laws and regulations.
Seller represents and warrants that it will use best efforts to prevent and minimize accidental release of hazardous substances or constituents to the environment, as well as prevent and minimize risk of endangerment to human health or the environment from any manufacturing process.
Seller represents and warrants that in the event of a release or spill, it will use best efforts to mitigate actual or potential impacts to the environment or human health.
30.5 Asbestos: Seller agrees to provide Goods which are free of asbestos, unless Seller has notified CCAT in advance and has obtained CCAT’s prior written consent to the use of asbestos. Seller agrees to include this clause in any subcontracts issued under this Agreement. If Seller intends to rely upon any drawing that requires or permits the use of asbestos, written notice to and approval by, the cognizant buyer must be obtained prior to use.
30.6 Use of Cadmium: Unless specifically defined as a requirement by CCAT engineering drawings or specifications, the use of cadmium plating or nickel cadmium plating is strictly prohibited in the manufacture of this Good. The use of cadmium plating or nickel cadmium plating is strictly prohibited on all tooling, fixturing, and test equipment that is used for manufacturing, assembly test, or material handling of the Good unless Seller has notified CCAT in advance and has obtained its prior written consent to such use. Approval shall not be granted where there is a potential for Seller’s product to come into contact with titanium containing items.
30.7 Ozone Depleting Substances (“ODS’S”): Seller agrees to comply with the U.S. Clear Air Act amendments of 1990 regarding warning statements on products manufactured with ODS’S, products containing ODS’S, and containers containing ODS’S. The need for warning statements, the specific wording of statements, and the placement of statements shall be in accord with requirements of the U.S. Environmental Protection Agency Implementing Regulations. Any usage of Class I ODS’S is subject to evaluation and approval of CCAT or the U.S. Government. For purchases of materials to be supplied to the U.S. Government, Seller shall also comply with any labeling requirements arising under the Federal Acquisition Regulations (FAR).
Seller will eliminate the use of Class I ODS’S to the maximum extent possible. Any usage of Class I ODS’S which cannot be eliminated is subject to evaluation and approval by CCAT or the U.S. Government. Seller will notify CCAT of any such use of Class I ODS’S which cannot be eliminated and will provide CCAT with any requested information that may be required in order to complete the evaluation and approval of the continued usage.
30.8 Waste Management: Seller shall be directly and solely responsible for managing all wastes associated with its manufacturing process. Seller shall manage any and all such wastes in compliance with applicable federal, state and local laws and regulations.
30.9 Waste Disposal Certifications: Seller agrees to generate and maintain detailed records certifying the proper disposal of all wastes associated with its manufacturing process, including wastes generated from the remediation or cleanup of any releases, leaks or spills. Such records will include the names and addresses of any treatment, storage or disposal facility receiving such wastes, the amount of waste received, and the dates of shipment and receipt. Seller shall maintain all records relating to environmental compliance and waste disposal.
30.10 Process Flow Diagram and Material Balance: Where Seller is relying upon CCAT engineering drawings to provide products, upon request of CCAT, Seller agrees to make available to Purchaser detailed process flow diagrams for its manufacturing processes, identifying unit quantities of raw material and associated waste. The process flow diagram will contain a material balance for the processes and will indicate the ultimate fate of each raw material or associated waste.
30.11 Hazardous Material Identification: Seller shall identify hazardous materials contained in items delivered to CCAT, provide Material Safety Data Sheets (“MSDS”) for such items and, where applicable, comply with the OSHA Hazard Communication Standard, 29 C.F.R. 1910.1200 (“HAZCOM”). For each such material identification Seller shall reference the stock or part number of the delivered item. Hazardous materials shall include, but are not limited to, materials embedded in a delivered product in such a manner as to present a potential for personal injury or harm or property damage in the course of normal use, repair, accidents or disposal. All MSDS forms and hazard warning labels required under this section and HAZCOM shall be provided to (CCATS Address Attn: Health & Safety Rep.)
30.12 Customs: Upon CCAT’s request, Seller will promptly provide CCAT with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.
The United States of America prohibits the importation of Goods or Services from embargoed countries. No Goods or Services from these prohibited countries may be used directly or indirectly in the design, manufacture, test, or other methods of providing any of the items (whether Goods, Services, or otherwise) covered by this Agreement. The list of prohibited countries can change from time to time and it is Seller’s responsibility to ensure compliance with such list at all times. Current information can be obtained by accessing the Internet at URL http://www.opls.gov/TerList1.html.
31. EXPORT AND INTERNATIONAL TRAFFIC-IN-ARMS REGULATIONS
Seller agrees to comply with all export regulations and the international traffic-in-arms regulations including, but not limited to, Parts 122 entitled “Registration of Manufacturer and Exporter” and 130 entitled “Political Contributions, Fees and Commissions.”
With respect to defense articles and services furnished under this agreement, Seller certifies that it has not paid, offered or agreed to pay, and agrees that it shall not pay, offer or agree to pay, for the purpose of soliciting, promoting or otherwise to secure the sale of defense articles and services to or for the use of the armed forces of an international organization or non-U.S. country any (i) fees or commissions or (ii) political contribution (including any gift, rebate or payment of expenses) to anon-U.S. person or entity.
If Seller intends to conduct work for CCAT in a foreign country, including but not limited to the use of Seller’s own facility outside of the U.S. or the use of a foreign affiliate or unrelated subcontractor, Seller must provide advance written notification to CCAT. Seller is responsible for compliance with applicable export control laws and regulations and for obtaining all export control licenses required by law or requested by CCAT.APPENDIX I
Federal Acquisition Regulation (“FAR”), Department of Defense FAR Supplement (“DFARS”), and NASA FAR Supplement (“NFS”) TERMS & CONDITIONS
In interpreting and applying the following clauses, and as the context requires, the term “Contractor” shall mean Seller, the term “Contract” shall mean this Agreement, and the term “Government”, “Contracting Officer” and equivalent phrases shall mean CCAT or CCAT’s purchasing representative.
However, the terms “Government” and “Contracting Officer” do not change: (i) In the phrases “Government Property,” “Government-Furnished Property,” and “Government-Owned Property;” and (ii) in the Patent Rights clauses incorporated; (iii) and when a right, act, authorization or obligation can be granted or performed only by the Government or a Contracting Officer or his/her duly-authorized representative; and (iv) when title to property is to be transferred directly to the Government; and (v) when access to proprietary financial information or other proprietary data is required, except as otherwise provided in this Agreement; and (vi) where specifically modified and provided, further, that all references to the clause entitled “Disputes” shall be deemed deleted.
Clauses included herein may require submission of certificates in conformity. Unless previously submitted, Seller shall promptly furnish such certificates in accordance with the clause of this Agreement entitled “Certificates.” U.S. Government required representations and certifications made by Seller in connection with this Agreement, including all certifications submitted by Seller with its offer, are incorporated by reference. Seller shall furnish to CCAT (or directly to the Government upon request of CCAT) any certificate required to be furnished by any provision of this Agreement (including the FAR, DFARS, and NFS clauses) and any certificate required by any further law, ordinance, or regulation with respect to Seller’s compliance with the terms and provisions of laws, ordinances, or regulations. As used in this paragraph, the word “certificate” shall include any plan or course of action or record keeping function, as, for example, a small business subcontracting plan required by FAR.
The following FAR and FAR Supplement clauses (including alternates), as modified by Federal Acquisition Circulars and other agency Acquisition Circulars respectively, on the date of and required by the prime contract identified on the face of this Agreement, are incorporated by reference and made a material part of this Agreement. If there is a conflict between or among one or more clauses, or an addition to a clause after the effective date of this Agreement, the version of the clause applicable to this Agreement shall be the version of the clause in the prime contract.
Additional clauses may be required if specified on the Agreement or Contract.
If this Agreement identifies a Government prime contract number, the following FAR provisions apply:
52.203-2 Certificate of Independent Price Determination
52.203-5 Covenant Against Contingent Fees (orders over $100,000 only)
52.203-6 Restrictions on Subcontractor Sales to the Government (orders over $100,000 only)
52.203-7 Anti-Kickback Procedures (excluding
paragraph (c)(1); applies to orders over
52.203-8 Cancellation, Rescission, and Recovery of
Funds for Illegal or Improper Activity
52.203-10 Price or Fee Adjustment for Illegal or
52.203-11 Certification and Disclosure Regarding
Payments to Influence Certain Federal
Transactions (orders over $100,000 only)
52.203-12 Limitation on Payments to Influence Certain
Federal Transactions (orders over $100,000
only. Certifications and disclosures shall be
submitted to Buyer)
52.204-2 Security Requirements (if access to
classified information is involved)
52.204-3 Taxpayer Identification
52.204-4 Printed or Copied Double-Sided on Recycled Paper
52.204-5 Women-Owned Business
52.204-6 DUNS Number
52.204-7 Central Contractor Registration
52.207-4 Economic Purchase Quantity – Supplies
52.208-8 Helium Requirement Forecast & Required
Sources for Helium
52.209-5 Certification Regarding Debarment,
Suspension, proposed Debarment, and
Other Responsibility Matters
52.209-6 Protecting the Government’s Interest When
Subcontracting with Contractors Debarred,
Suspended, or Proposed for Debarment
52.211-5 Material Requirements
52.211-14 Notice of Priority Rating for National
Defense Use [Does not apply to foreign entities]
52.211-15 Defense Priority & Allocation Requirements
[Does not apply to foreign entities]
52.214-26 Audit and Records – Sealed Bidding (orders
over $10,000 only)
52.214-27 Price Reduction for Defective Cost or
Pricing Data – Modifications – Sealed Bidding
52.214-28 Subcontractor Cost or Pricing Data –
Modifications – Sealed Bidding
52.214-30 Annual Representations & Certifications – Sealed Bidding [Applicable to subcontractors who provide annual certifications and representations only]
52.215-2 Audit & Records – Negotiation
52.215-7 Annual Representations & Certifications – Negotiation [Applicable to subcontractors who provide annual certifications and representations only]
52.215-6 Place of Performance
52.215-8 Order of Precedence Uniform Contract Format
52.215-9 Changes or Additions to Make-Or-Buy Program
52.215-10 Price Reduction for Defective Cost or
52.215-11 Price Reduction for Defective Cost or
Pricing Data – Modifications
52.215-12 Subcontractor Cost or Pricing Data
52.215-13 Subcontractor Cost or Pricing Data –
52.215-14 Integrity of Unit Prices (excluding paragraph
(b), but including Alternate I)
52.215-15 Pension Adjustments & Asset Reversions [If
52.215-16 Facilities Capital Cost of Money [If 52.215
52.215-17 Waiver of Facilities Capital Cost of Money
[If 52.215-12 applies]
52.215-18 Reversion or Adjustment of Plans for
Postretirement benefits (PRB) Other than
Pensions [If 52.215-12 applies]
52.215-19 Notification of Ownership Changes
52.215-20 Requirements for Cost or Pricing Data or
Information Other Than Cost or Pricing Data
52.215-21 Requirements for Cost or Pricing Data or
Information Other than Cost or Pricing Data
52.216-7 Allowable Cost and Payment (cost
reimbursement orders only)
52.216-8 Fixed Fee (cost reimbursement orders only)
52.216-10 Incentive Fee (cost reimbursement orders
issued on an incentive fee basis only)
52.216-11 Cost Contract (cost-no fee orders only)
52.216-12 Cost Sharing Contract – No Fee (cost
sharing, no fee orders only)
52.216-15 Predetermined Indirect Cost Rates (cost
reimbursement orders only)
52.219-1 Small Business Program Representations
52.219-8 Utilization of Small Business Concerns
52.219-9 Small Business Subcontracting Plan
52.219-10 Incentive Subcontracting Program
52.219-16 Liquidated Damages – Subcontracting Plan
52.219-22 Small Disadvantaged Business Status
52.219-25 Small Disadvantaged Business Participation Program – Disadvantaged Status and Reporting
52.219-26 Small Disadvantaged Business Participation program – Incentive Subcontracting
52.222-1 Notice to the Government of Labor Disputes
52.222-2 Payment for Overtime Premiums
52.222-3 Convict Labor (E.O. 11755)
52.222-4 Contract Work Hours and Safety Standards Act – Overtime Compensation
52.222-20 Walsh-Healy Public Contracts Act
52.222-21 Prohibition of Segregated Facilities
52.222-22 Previous Contracts & Compliance Reports
52.222-24 Preaward On-Site Equal Opportunity Compliance Evaluation
52.222-25 Affirmative Action Compliance
52.222-26 Equal Opportunity
52.222-29 Notification of Visa Denial
52.222-35 Affirmative Action for Special Disabled Veterans and Veterans of the Vietnam Era
52.222-36 Affirmative Action for Workers With Disabilities
52.222-37 Employment Reports on Special Disabled and Veterans of the Vietnam Era
52.222-41 Service Contract Act of 1965, As Amended
52.223-3 Hazardous Material Identification and Material Safety Data
52.223-4 Recovered Material Certification
52.223-5 Pollution Prevention & Right-To-Know Information
52.223-6 Drug-Free Workplace
52.223-7 Notice of Radioactive Materials
52.223-9 Certification and Estimate of Percentage of Recovered Material Content for EPA Designated Items
52.223-11 Ozone-Depleting Substances
52.223-13 Certification of Toxic Chemical Release Reporting
52.223-14 Toxic Chemical Release Reporting
52.224-2 Privacy Act
52.225-1 Buy American Act – Balance of Payment Program – Supplies
52.225-2 Buy American Act – Balance of Payments Program Certificate
52.225-3 Buy American Act – North American Free Trade Agreement – Israel Trade Act – Balance of Payments Program
52.225-4 Buy American Act – North American Free Trade Agreement – Israel Trade Act – Balance of Payments Program Certificate
52.225-5 Trade Agreements
52.225-6 Trade Agreements Certificate
52.225-7 Waiver of Buy American Act for Civil Aircraft & Related Articles
52.225-8 Duty-Free Entry
52.225-13 Restrictions on Certain Foreign Purchases
52.225-15 Sanctioned European Union Country End Products
52.226-1 Utilization of Indian Organizations & Indian-Owned Economic Enterprises
52.226-2 Historically Black College or University and Minority Institution Representation
52.227-1 Authorization & Consent
52.227-2 Notice and Assistance Regarding Patent & Copyright Infringement
52.227-3 Patent Indemnity
52.227-6 Royalty Information
52.227-9 Refund of Royalties
52.227-10 Filing of Patent Applications – Classified
52.227-11 Patent Rights – Retention by the Contractor
52.227-12 Patent Rights – Retention by the Contractor
52.227-13 Patent Rights – Acquisition by the
52.227-14 Rights in Data – General
52.227-15 Representation of Limited Rights Data &
Restricted Rights Computer Software
52.227-16 Additional Data Requirements
52.227-17 Rights in Data – Special Works
52.227-18 Rights in Data – Existing Works
52.227-19 Commercial Computer Software –
52.227-20 Rights in Data – SBIR Program
52.227-21 Technical Data Declaration, Revision, and
Withholding of Payment – Major Systems
52.227-22 Major System – Minimum Rights
52.227-23 Rights to Proposal Data (Technical)
52.228-3 Worker’s Compensation Insurance
(Defense Base Act)
52.228-4 Workers’ Compensation & War-Hazard
52.228-5 Insurance – Work on a Government
52.228-7 Insurance-Liability to Third Persons (cost
reimbursement orders only; applicable only
after written approval by the Government)
52.229-2 North Carolina State & Local Sales & Use
52.229-3 Federal, State & Local Taxes
52.229-4 Federal, State & Local Taxes
52.229-5 Taxes – Contracts Performed in US
Possessions or Puerto Rico
52.229-6 Taxes – Foreign Fixed Price Contracts
52.229-7 Taxes – Fixed Price Contracts with Foreign
52.229-8 Taxes – Foreign Cost Reimbursement
52.229-10 State of New Mexico Gross Receipts &
52.230-1 Cost Accounting Standards Notices and
52.230-2 Cost Accounting Standards
52.230-3 Disclosure and Consistency of Cost
52.230-4 Consistency in Cost Accounting Practices
52.230-5 Cost Accounting Standards – Educational Institution
52.230-6 Administration of Cost Accounting
Standards (if order exceeds $500,000)
52.230-16 Progress Payments (applies only if Specified in Order)
52.232-2 Payments Under Fixed-Price R&D Contracts
52.232-20 Limitation of Cost (cost reimbursement
52.232-22 Limitation of Funds (incrementally funded
cost reimbursement orders only)
52.232-32 Performance-Based Payments
52.234-1 Industrial Resources Developed Under
Defense Production Act Title III
52.237-8 Restriction on Severance Payments to
52.237-10 Identification of Uncompensated Overtime
[If for professional or technical services]
52.242-2 Production Progress Reports
52.242-3 Penalties for Unallowable Costs
52.242-4 Certification of Final Indirect Costs[applicable to cost reimbursement subcontracts over $500,000]
52.242-15 Stop-Work Order. “90 days” is modified to
read “180 days.”
52.243-1 changes – Fixed Price – Alternate V
52.244-5 Competition in Subcontracting
52.244-6 Subcontracts for Commercial Items &
52.245-1 Property Records
52.245-2 Government Property (Fixed Price
52.245-3 Identification of Government Property
52.245-5 Government Property (Cost,
Reimbursement, Time & Material, and
Labor Hour contracts)
52.245-9 Use & Charges
52.245-17 Special Tooling
52.245-18 Special Test Equipment
52.245-19 Government Property Furnished “As-Is”
52.246-23 Limitation of Liability (subject to approval by
52.246-24 Limitation of Liability – High-Value Items
(subject to approval by the Government)
52.246-25 Limitation of Liability – Services
52.247-1 Commercial Bill o Lading Notations (applies only where direst shipment to the government is specified)
52.247-63 Preference for US Flag Air Carriers
52.247-64 Preference for Privately Owned US Flag
52.248-1 Value Engineering
52.249-2 Termination for Convenience of the Government (Fixed Price)
52.249-9 Default (Fixed Price R&D)
52.249-14 Excusable Delays
52.250-1 Indemnification Under Public Law 85-804
(prior written approval by the Government is
52.253-1 Computer Generated Forms
If this order identifies a Department of Defense prime contract number, the following DFARS provisions apply to this order:
Special Prohibition on Employment. “Government” is not changed in this clause. A new paragraph (f) has been added as follows “Seller shall not employ or allow to serve, as a director or consultant of Seller, any person in contravention of paragraph (b).” 252.203-7001(f) is changed to (g) and the flowdown provision at 252.203-7001(g) has been deleted.
252.201-7000 Contracting Officer’s Representative
252.203-7001 Prohibition on Person’s Convicted of Fraud or other Defense-Contract-Related Felonies
252.204-7000 Disclosure of Information
252.204-7003 Control of Government Personnel Work Product
252.204-7004 Central Contractor Registration Alternate A
252-206-7000 Domestic Source Restrictions
252.209-7000 Acquisitions from Subcontractors
Subject to On-Site Inspection under the
INF Treaty.” This clause does not
apply to subcontracts for the acquisition
of commercial items or supplies.
252.209-7001 Disclosure of Ownership or Control by
the Government of a Terrorist Country
252.209-7002 Disclosure of Ownership or Control by
a Foreign Government
252-209-7003 Compliance with Veterans’
Employment Reporting Requirements
Subcontracting With Firms That Are
Owned or Controlled by the
Government of a Terrorist Country
252.211-7000 Acquisition Streamlining (orders over
252.215-7000 Pricing Adjustments
252.215-7002 Cost Estimating System Requirements
252.217-7026 Identification of Sources of Supply
252.219-7003 Small, Small Disadvantaged and
Women-Owned Small Business
Subcontracting Plan (DOD Contracts)
252.219-7004 Small Business and Small
Subcontracting Plan (Test Program)
252.222-7000 Restrictions on Employment of
252.222-7002 Compliance With Local Labor Laws
252.223-7001 Hazard Warning Labels
252.223-7002 Safety Precautions for Ammunition and
252.223-7003 Change in Place of Performance –
Ammunition & Explosives
252.223-7004 Drug-Free Work Force
252.223-7006 Prohibition on Storage and Disposal of
Toxic and Hazardous Materials
252.223-7007 Safeguarding Sensitive Conventional
Arms, Ammunition, and Explosives
252.225-7000 Buy American Act and Balance of
Payments Program Certificate
252.225-7001 Buy American Act and Balance of
Payments Program. “Government” is
not changed in this clause.
252.225-7002 Qualifying Country Sources as
252.225-7003 Information For Duty-Free Entry
252.225-7005 Identification of Expenditures in the
252.225-7006 Buy American Act-Trade Agreements
Act-Balance of Payments Program
252.225-7007 Buy American Act-Trade Agreements
Act-Balance of Payments Program
252.225-7008 Supplies to be Accorded Duty Free
252.225-7009 Duty-Free Entry-Qualifying Country
Supplies (End Products and
Components). This clause applies to subcontracts involving supplies to be
accorded duty-free entry under the
prime contract. Paragraph (e) is
modified to read “Buyer will obtain from the Government duty-free entry of qualifying country supplies for which the shipping documents bear the notation specified in paragraph (f) of this clause.” No change to “Contracting Officer,” “Government,” “prime contractor,” or “prime contract” in paragraphs (c), (d), (i) or (k); except change “Contracting Officer administering the prime contract” and “contract administration office” in paragraph (i) to “Buyer’s Purchasing Representative” and “Contracting Officer” in paragraph (i)(10) to “Government.”
252.225-7010 Duty Free Entry Additional Provisions. Delete “administering the prime contract” after “Contracting Officer” and “contract or” before “subcontract” in paragraph (c). No change to “Government” in (c)(10), (e)(1) or (g)(1). No change to “Contracting Officer” in (d), but change “Contracting Officer” in (c)(10) to “Government.”
252.225-7011 Restriction on Acquisition of Supercomputers
252.225-7012 Preference for Certain Domestic Commodities
252.225-7014 Preference for Domestic Specialty Metals
252.225-7015 Preference for Domestic Hand or Measuring Tools
252.225-7016 Restriction on Acquisition of Ball or Roller Bearings
252.225-7018 Notice of Prohibition of Certain Controls with Foreign Entities for the Conduct of Ballistic Missile Defense
252.225-7019 Restriction on Acquisition of Anchor and mooring Chain
252.225-7020 Trade Agreements Certificate
252.252-7021 Trade Agreements
252.225-7022 Restrictions on Acquisition of Polyacrylonitrile Carbon Fiber
252.225-7024 Restriction on Acquisition of Night Vision Image Intensifier Tubes and Devices
252.225-7025 Restrictions on Acquisition of Forgings
252.225-7026 Reporting of Contract Performance Outside the United States. Paragraphs (a)(1), (b)(1) and (b)(3) are deleted. Paragraph (c) is deleted. Paragraphs (a)(2), (a)(3) and (b)(2) have been renumbered and revised as follows: (a)(1) “Subcontracts exceeding $500,000 that could be performed . . ..” (a)(2) “Subcontracts exceeding $25,000 that could be performed . . ..” (b)(1) delete everything after “known.” Paragraph (a)(3)(ii) is renumbered and changed to read “Seller’s” for “Offeror’s.” Delete “Offeror” in (b)(4).
252.225-7027 Restriction on Contingent Fees for Foreign Military Sales
252.225-7028 Exclusionary Policies and Practices of Foreign Governments
252.225-7029 Preference for United States or Canadian Air Circuit Breakers
252.225-7030 Restriction of Acquisition of Carbon, Alloy, and Armor Steel Plate
252.225-7031 Secondary Arab Boycott of Israel
252.225-7032 Waiver of United Kingdom Levies (applicable to subcontracts with U.K. firms)
252.225-7033 Restriction on Acquisition of 4 Ton Dolly Jacks
252.225-7035 Buy American Act-North American Free Trade Agreement Implementation Act-Balance of Payments Program Certificate
252.225-7036 Buy American Act-North American Free Trade Agreement Implementation Act-Balance of Payments Program
252.225-7037 Duty-Free Entry — Eligible End Products. Paragraph (e) is modified to read “Buyer will obtain from the Government duty-free entry certificates and afford such assistance as appropriate to obtain the duty-free entry of qualifying country supplies for which the shipping documents bear the notation specified in paragraph (f) of this clause.” No change to Contracting Officer,” “Government,” “prime contractor” or “prime contract” in paragraphs (c), (d), (I) or (k); except change “Contracting Officer administering the prime contract” and “contract administration office” in paragraph (I) to “Buyer’s Purchasing Representative” and “Contracting Officer” in paragraph (I)(10) to “Government.”
252.225-7038 Restriction on Acquisition of Aircraft Fuel Cells
252.225-7042 Authorization to Perform
252.225-7043 Antiterrorism/Force Protection Policy for Defense Contractors Outside the US
252.226-7001 Utilization of Indian Organizations and Indian-Owned Economic Enterprises
252.227-7013 Rights in Technical Data – Noncommercial Items. This clause is applicable when technical data, but not software, will be delivered to the Government by the prime contractor from the subcontractor. “[T]o the Contractor” has been deleted from (b)(1)(vi) and “contract or” and “thereunder” have been deleted from (b)(1)(ix). “Buyer or” is added before “Government” in (c) and (I). The second and third occurrences of “Contracting Officer” are changed to “Government” in (e)(4). “And the Government” is added after “parties” in (h)(1). In (h)(2) “sixty (60)” is changed to “fifty (50)” days. No substitutions for “Government” have been made.
252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation. This clause is applicable when software and software documentation will be delivered to the Government by the prime contractor from the subcontractor. “[T]o the Contractor” has been deleted from (b)(1)(iii) and “contract or” and “thereunder” have been deleted from (b)(1)(vi). “Buyer or” is added before “Government” in (i). The second and third occurrences of “Contracting Officer” have been changed to “Government” in (e)(4). “And the Government” is added after “parties” in (h)(1). In (h)(2) “sixty (60)” is changed to “fifty (50)” days. No substitutions for “Government” have been made.
252.227-7015 Technical Data – Commercial Items (In lieu of DFARS 252.227–7013 for Commercial Items). This clause is applicable only when commercial item (as defined in the FAR) technical data is deliverable to the Government by the prime from the subcontractor. No substitutions for “Contracting Officer” or “Government” have been made.
252.227-7016 Rights in Bid or Proposal Information. This clause applies when clause 252.227-7013 is used. No substitutions for “Government” or “Contracting Officer” are made.
252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions
252.227-7018 Rights in Noncommercial Technical Data and Computer Software-Small Business Innovative Research (SBIR) Program
252.227-7019 Validation of Asserted Restrictions — Computer Software.” This clause applies when clause 252.227-7014 is used. “Buyer’s Purchasing Representative” is substituted for “Contracting Officer” in paragraph (b), otherwise no substitutions are made for “Contracting Officer” or “Government.” In paragraphs (f)(5) and (f)(6), “the prime contract” is substituted for “this contract.”
252.227-7020 Rights in Special Works
252.227-7021 Rights in Data – Existing Works
252.227-7022 Government Rights – Unlimited
252.227-7023 Drawings and Other Data To Become Property of the Government
252.227-7024Notice and Approval of Restricted Designs
252.227-7025 Limitations on the Use or Disclosure of Government-furnished Information Marked with Restrictive Legends. This clause applies when clause 252.227-7013 or 252.227-7014 are used. No substitution is made for “Government.”
252.227-7026 Deferred Delivery of Technical Data or Computer Software
252.227-7027 Deferred Ordering of Technical Data or Computer Software
252.227-7028 Technical Data or Computer Software Previously Delivered to the Government
252.227-7030 Technical Data – Withholding of Payment.” This clause is applicable when clause is used. “Buyer” is substituted for “Contracting Officer” in paragraph (a). In paragraph (b), “or Buyer” is added after “Government.”
252.227-7032 Rights in Technical Data and Computer Software (Foreign)
252.227-7033 Rights in Shop Drawings
252.227-7036 Certification of Technical Data Conformity
252.227-7037 Validation of Restrictive Markings on Technical Data.” This clause applies when clause 252.227-7013, 252.227-7014 or 252.227-7015 are used. In paragraph (b), “Contractor’s” remains in the clause with a lower case “c.” In paragraphs (c) and (d)(1), “hereunder” is inserted after “subcontract.” In paragraphs (f) and (g)(2)(i), change “this contract” to “the prime contract,” and in paragraph (I), change “a contract” to “the prime contract.” No substitutions for “Government” or “Contracting Officer” are made.
252.227-7039 Patents – Reporting of Subject Inventions
252.228-7000 Reimbursement for War Hazard Losses
252.228-7001 Ground & Flight Risk
252.228-7002 Aircraft Flight Risk
252.228-7003 Capture and Detention
252.228-7005 Accident Reporting and Investigation – Aircraft, Missiles, and Space Launch Vehicles
252.229-7000 Invoices Exclusive of Taxes or Duties
252.229-7001 Tax Relief
252-229-7002 Customs Exemptions (Germany)
252.229-7003 Tax Exemptions (Italy)
252.229-7004 Status of Contractor As A Direct Contractor (Spain)
252.229-7005 Tax Exemptions (Spain)
252.229-7006 Value Added Tax Exclusion (United Kingdom)
252.229-7007 Verification of US Receipt of Goods
252.229-7008 Relief from Import Duty (United Kingdom)
252.231-7000 Supplemental Cost Principles
252.232-7003 Flexible Progress Payments (applies only if specified in order)
252.232-7004 DOD Progress Payment Rates (applies only if specified in order)
252.234-7000 Notice of Earned Value Management System
252.234-7001 Earned Value management System
252.235-7000 Indemnification Under 10 USC 2354- Fixed Price (Subject to prior government approval)
252.235-7001 Indemnification Under 10 USC 2354- Cost Reimbursement (Subject to prior government approval)
252.235-7003 Frequency Authorization
252.235-7005 Contractor-acquired Property
252.235-7006 Title to Contractor-acquired Property
252.242-7004 Material Management and Accounting System
252.242-7005 Cost/Schedule Status Report
252.242-7006 Cost/Schedule Status Report Plans
252.243-7000 Engineering Change Proposals
252.243-7001 Pricing of Contract Modifications
252.243-7002 Request for Equitable Adjustment
252.244-7000 Subcontracts For Commercial items and Commercial Components (DOD)
252.245-7001 Reports of Government Property
252.246-7001 Warranty of Data (if order requires technical data)
252.247-7007 Liability & Insurance
252.247-7022 Representation of Extent of Transportation by Sea
252.247-7023 Transportation of Supplies by Sea. “Prime contractor” in paragraph (a)(5) is changed to “Seller,” and “the prime contract” to “this order.” Paragraph (b), second sentence has been modified as to read “The Seller and its subcontractors may request that the Buyer obtain Government authorization for shipment . . ..” In paragraph (c) “Contracting Officer” is changed to “Buyer” in the second sentence. “45” is changed to “60” days in paragraph (c) and “30” to “25” in paragraph (d). In paragraph (d) “and the Division of National Cargo, Office of Market Development, Maritime Administration, U.S. Department of Transportation, Washington, DC 20590,” is deleted. In paragraph (f) “for the purposes of the Prompt Payment clause of this contract” is deleted.
252.247-7024 Notification of Transportation of Supplies by Sea. This clause applies to subcontracts when the prime’s original response to the solicitation stated that no transportation by sea was contemplated. Paragraph (a) has been modified to read “If, after the award of this order, the Seller learns that supplies . . . .” (This clause does not apply to subcontracts for the acquisition of commercial supplies or items.)
252.248-7000 Preparation of Value Engineering Proposals
252.249-7000 Special Termination Costs
252.249-7002 Notification of Anticipated Contract Terminations or Reductions. “Buyer” is substituted for “Contracting Officer” throughout. Paragraph (d)(1) is modified to read “Provide notice of the proposed termination or reduction to each subcontractor with a subcontract of $100,000 or more under the program . . . .”
NASA FAR Supplement Clauses
If this order identifies a NASA prime contract number, the following NASA FAR Supplement (NFS) clauses, in addition to the applicable FAR/DFARS clauses set forth above, are hereby incorporated by reference and made a part of this order. The clauses cited below shall be the clauses in effect on the date of, and as required by, Buyer’s prime contract identified on the face of this order.
18-52.204-75 Security Classification Requirements
18-52.204-76 Security Requirements for Unclassified Automated Information Resources
18-52.208-81 Restrictions on Printing and Duplicating
18-52.209-70 Product Removal from Qualified Products List
18-52.209-71 Limitation of Future Contracting
18-52.209-72 Composition of the Contractor
Packaging, Handling and Transportation
18-52.215-73 Small, Small Disadvantaged, and Women-owned Small Business Subcontracting Plan
18-52.215-78 Make or Buy Program Requirements
18-52.215-79 Price Adjustments for “Make-or-Buy” Changes
18-52.219-74 Use of Rural Area Small Businesses
18-52.219-75 Small Disadvantaged, and Women-owned Small Business Subcontracting Reporting
18-52.219-76 NASA 8 Percent Goal
18-52.223-70 Safety and Health
18-52.223-71 Frequency Authorization
18-52.223-73 Safety & Health Plan
18-52.223-74 Drug and Alcohol-Free Workforce
18-52.223-75 Major Breach of Safety or Security
18-52.225-8 Duty-Free Entry of Space Articles
18-52.225-70 Export Licenses
18-52.227-11 Patent Rights – Retention by the Contractor (Short Form)
18-52.227-14 Rights in Data – General
18-52.227-17 Rights in Data – Special Works
18-52.227-19 Commercial Computer Software – Restricted Rights
18-52.227-70 New Technology
18-52.227-71 Requests for Waiver of Rights to Inventions
18-52.227-72 Designation of New Technology Representative and Patent Representative
18-52.227-84 Patent Rights Clauses
18-52.227-85 Invention Reporting and Rights – Foreign
18-52.227-86 Commercial Computer Software – Licensing
18-52.227-87 Transfer of Technical Data Under Space Station International Agreement
18-52.228-72 Cross-Waiver of Liability for Space Shuttle Services
18-52.228-75 Minimum Insurance Coverage
18-52.228-76 Cross-Waiver of Liability for Space Station Services
18-52.228-78 Cross-Waiver of Liability for NASA Expendable Launch Vehicle (ELV) Launches
18-52.231-71 Determination of Compensation Reasonableness
18-52.232-82 Submission of Requests for Progress Payments
18-52.235-70 Center for Aerospace Information
18-52.237-71 Pension Portability
18-52.242-70 Technical Direction, where “COTR” shall be deemed to be Buyer’s Purchasing Representative
18-52.242-71 Travel Outside the U.S.
18-52.242-73 NASA Contractor Financial Management Reporting
18-52.243-70 Engineering Change Proposals.” “Contracting Officer” shall mean Buyer’s Purchasing Representative.
18-52.243-71 Shared Savings. “Contracting Officer” shall mean “Buyer’s Purchasing Representative”
18-52.244-70 Geographic Participation in the Aerospace Program
18-52.245-70 Contractor Requests for Government
18-52.245-71 Installation-Provided Government Property
18-52.245-72 Liability for Government Property Furnished for Repair or Other Services
18-52.245-73 Financial Reporting of NASA Property. Reports shall be made directly to Buyer.
18-52.245-74 Contractor – Accountable On-Site Government Property
18-52.245-75 Title to Equipment
18-52.245-76 List of Government-furnished Property
18-52.245-77 List of Installation-Provided Property and Services
18-52.245-79 Use of Government-Owned Property
18-52.245-80 Use of Government Production and Research Property on a No-Charge Basis. All requests shall be made through and approved by Buyer.
18-52.246-70 Mission Critical Space System Personnel Reliability Program
18-52.246-72 Material Inspection & Receiving Report
18-52.246-73 Human Space Flight Item
18-52.247-71 Protection of the Florida Manatee