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Full Text Clauses
SMC--H001 ENABLING CLAUSE FOR GOVERNMENT TECHNICAL GROUP (JUN 2012)
(Applicable for all purchase orders/subcontracts.)
(a) This contract covers part of the Global Positioning System program which is under the general program
management of SMC. The Air Force Space and Missile Systems Center (SMC) is responsible for
management of this contract. The Air Force has entered into a contract with the following contractors for the
services of a technical group, which support the DoD program office by performing Technical Review tasks:
Science Applications International Corporation (SAIC), ARINC, Telecote Research Incorporated (TRI),
Booz Allen Hamilton (BAH), Delta Solutions and Strategies, and Aerospace Corporation.
(b) Technical Review (TR) is the process of appraising the technical performance of the contractor through
meetings, exchanging information on progress and problems, reviewing reports, evaluating presentations,
reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future work, evaluating
efforts relative to contract technical objectives, and providing comments and recommendations in writing to
the Air Force Manager as an independent technical assessment for hisconsideration for modifying the
program or redirecting the contractors' efforts to assure timely and economical accomplishment of program
objectives.
(c) In the performance of this contract, the contractor agrees to cooperate with the contractors identified in
paragraph (a) and any subcontractors, by responding to invitations from authorized personnel to attend
meetings; by providing access to technical information and research, development and planning data such as,
but not limited to, design and development analyses; test data and results; equipment and process
specifications; test and test equipment specifications and procedures, parts and quality control procedures,
records and data; manufacturing and assembly procedures; and schedule and milestone data, all in their
original form or reproduced form; by delivering as specified in the Contract Data Requirements List; by
discussing technical matters relating to this program; by providing access to contractor facilities utilized in the
performance of this contract; and by allowing observation of technical activities by appropriate technical
support personnel. The support personnel engaged in technical review effort are authorized access to any
technical information pertaining to the contract and are bound by their respective Non-Disclosure Agreements
(NDAs) with the Government to protect the information they receive. Additionally, other than those data
items delivered to the Government with "Unlimited Rights" as shown in Attachment 4 of the contract
FA8823-13-C-0001, all contractors and subcontractors performing under the provisions of this clause shall
not use, modify, reproduce, release, perform, display or disclose the information they receive on any other
program without the written consent of both the Contractor and the Government.
(d) The contractor further agrees to include in each subcontract a clause requiring compliance by the
subcontractor and succeeding levels of subcontractors with the response and access provisions of paragraph
(c) above, subject to coordination with the contractor. This agreement does not relieve the contractor of his
responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of
contract between the Government or with the contractor identified in paragraph (a) and such subcontractors.
(e) The personnel of the contractors is identified in paragraph (a) are not authorized to direct the contractor in
any manner. The contractor agrees to accept technical direction as follows:
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1. Technical direction under this contract will be given to the contractor solely by SMC.
2. Whenever it becomes necessary to modify the contract and redirect the effort, a Change Order
signed by the Contracting Officer, or a Supplemental Agreement signed by both the Contracting Officer and
the Contractor will be issued.
(f) Notwithstanding language contained elsewhere in this contract, contractor and its subcontractors shall not
be obligated to disclose proprietary financial information to any non-Government entities providing services
to the Government during the proposal or contract execution and management phases of this activity.
SMC--H003 ENABLING CLAUSE FOR GENERAL SYSTEM ENGINEERING AND
INTEGRATION (GSE&I) (JUN 2012) (Applicable for all purchase orders/subcontracts.)
(a) This contract covers the GPS IIR program, which is under the general program management of the Air
Force Space and Missile Systems Center at Peterson Air Force Base. The Air Force has entered into a contract
with The Aerospace Corporation, a California nonprofit corporation operating a Federally Funded Research
and Development Center (FFRDC), for the services of a technical group, which will support the DoD
program office by performing General Systems Engineering and Integration (GSE&I), Technical Review,
and/or Technical Support including informing the commander or director of the various Department of
Defense ("DoD") organizations it supports and any U.S. Government program office of product or process
defects and other relevant information, which, if not disclosed to the U.S. Government, could have adverse
effects on the reliability and mission success of a U.S. Government program.
1. GSE&I deals with overall system definition, integration both within the system and with associated
systems, analysis of system segment and subsystem design, design compromises and tradeoffs, definition of
interfaces, review of hardware and software, including manufacturing and quality control, observation, review
and evaluation of tests and test data, support of launch, flight test, and orbital operations, appraisal of the
contractor's technical performance through meetings with contractors and subcontractors, exchange and
analysis of information on progress and problems, review of plans for future work, developing solutions to
problems, technical alternatives for reduced program risk, providing comments and recommendations in
writing to the DoD System Program Manager and Project Officer as an independent technical assessment for
consideration for modifying the program or redirecting the contractor's efforts, all to the extent necessary to
assure timely and economical accomplishment of program objectives consistent with mission requirements.
2. Technical Review (TR) includes the process of appraising the technical performance of the
contractor through meetings, exchanging information on progress and problems, reviewing reports, evaluating
presentations, reviewing hardware and software, witnessing and evaluating tests, analyzing plans for future
work, evaluating efforts relative to contract technical objectives, and providing comments and
recommendations in writing to the Air Force Program Manager as an independent technical assessment for
his consideration for modifying the program or redirecting the contractors' efforts to assure timely and
economical accomplishment of program objectives.
3. Technical Support (TS) deals with broad areas of specialized needs of customers for planning,
system architecting, research and development, horizontal engineering, or analytical activities for which The
Aerospace Corporation is uniquely qualified by virtue of its specially qualified personnel, facilities, or
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corporate memory. The categories of TS tasks are: Selected Research, Development, Test, and Evaluation;
Plans and System Architecture; Multi-Program Systems Enhancement; International Technology Assessment;
and Acquisitions Support.
(b) In the performance of this contract, the Contractor agrees to cooperate with the Aerospace Corporation by
responding to invitations from authorized U.S. Government personnel to attend meetings; by providing access
to technical information and research, development planning data such as, but not limited to, design and
development analyses; test data and results; equipment and process specification; test and test equipment
specification and procedures, parts and quality control procedures, records and data; manufacturing and
assembly procedures; and schedule and milestone data; all in their original form or reproduced form and
including top-level life cycle cost data, where available*; by delivering data as specified in the Contract Data
Requirements List; where available; by discussing technical matters relating to this program; by providing
access to contractor facilities utilized in the performance of this contract; and by allowing observation of
technical activities by appropriate Aerospace technical personnel. The Aerospace personnel engaged in
general systems engineering and integration, Technical Review, and/or Technical Support efforts: (i) are
authorized access to all such technical information (including proprietary information) pertaining to this
contract and may discuss and disclose it to the applicable DoD personnel in a program office; (ii) are
authorized to discuss and disclose such technical information (including proprietary information) to the
commander or director of the various DoD organizations it supports and any U.S. Government personnel in a
program office which, if not disclosed to the U.S. Government, could have adverse effects on the reliability
and mission success of a U.S. Government program; and (iii) Aerospace shall make the technical information
(including proprietary information) available only to its Trustees, officers, employees, contract labor,
consultants, and attorneys who have a need to know.
(c) The contractor further agrees to include in all subcontracts a clause requiring compliance by subcontractor
and supplier and succeeding levels of subcontractors and suppliers with the response and access and
disclosure provisions of this Enabling Clause, subject to coordination with the contractor, except for
subcontracts for commercial item or commercial services. This agreement does not relieve the contractor of
its responsibility to manage the subcontracts effectively and efficiently nor is it intended to establish privity of
contract between the Government or The Aerospace Corporation and such subcontractors or suppliers, except
as indicated in paragraph (d) below.
(d) The Aerospace Corporation shall protect the proprietary information of contractors, subcontractors, and
suppliers in accordance with the Master Non-disclosure Agreement The Aerospace Corporation entered into
with the Air Force, a copy which is available upon request. This Master Non-disclosure Agreement satisfies
the Nondisclosure Agreement requirements set forth in 10 U.S.C §2320 (f)(2)(B), and provides that such
contractors, subcontractors, and suppliers are intended third-party beneficiaries under the Master Nondisclosure Agreement and shall have the full rights to enforce the terms and conditions of the Master Nondisclosure Agreement directly against the Aerospace Corporation, as if they had been signatory party hereto
Each such contractor, subcontractor, or supplier hereby waives any requirement for The Aerospace
Corporation to enter into any separate company-to-company confidentiality or other non-disclosure
agreements.
(e) Aerospace shall make the technical information (including proprietary information) available only to its
Trustees, officers, employees, contract labor, consultants, and attorneys who have a need to know, and
Aerospace shall maintain between itself and the foregoing binding agreements of general application as may
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be necessary to fulfill their obligations under the Master Non-disclosure Agreement referred to herein, and
Aerospace agrees that it will inform contractors, subcontractors, and suppliers if it plans to use consultants, or
contract labor personnel and, upon the request of such contractor, subcontractor, or supplier, to have its
consultants and contract labor personnel execute non-disclosure agreements directly therewith.
(f) The Aerospace Corporation personnel are not authorized to direct the contractor in any manner. The
contractor agrees to accept technical direction as follows:
(1) Technical direction under this contract will be given to the contractor solely by the Space and
Missile Systems Center.
(2) Whenever it becomes necessary to modify the contract and redirect the effort, a Change Order
signed by the Contracting Officer or a Supplemental Agreement signed by both the Contracting Officer and
the contractor will be issued.
*Cost data is defined as information associated with the programmatic elements or life cycle (concept,
development, production, operations, and retirement) of the system/program. As defined, cost data differs
from "financial" data, which is defined as information associated with the internal workings of a company or
contractor that is not specific to a project or program.
FAR Clauses
52.203-7, Anti-Kickback Procedures (Oct 2010) – This clause is already called out in CorpDocs, but it
should be replaced with the October 2010 version.
52.204-10, Reporting Executive Compensation and First-Tier Subcontract Awards (Aug 2012) – This
clause is already called out in CorpDocs, but it should be replaced with the August 2012 version.
52.215-21, Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or
Pricing Data - Modifications (Oct 2010) and Alternate I (Oct 2010) – The basic clause is already called
out in CorpDocs, but Alternate I will also apply.
52.215-23, Limitations on Pass-Through Charges (Oct 200) and Alternate I (Oct 2009) – The basic
clause is already called out in CorpDocs, but Alternate I will also apply.
52.222-54, Employment Eligibility Verification (Jul 2012) – This clause is already called out in CorpDocs,
but it should be replaced with the July 2012 version.
52.223-18, Encouraging Contractor Policy to Ban Text Messaging While Driving (Aug 2011) – This
clause is already called out in CorpDocs, but it should be replaced with the August 2011 version.
52.227-1, Authorization and Consent (Dec 2007) and Alternate I (Apr 1984) – The basic clause is already
called out in CorpDocs and if it is applicable to you, then Alternate I will also apply.
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52.230-2, Cost Accounting Standards (May 2012) – This clause is already called out in CorpDocs, but it
should be replaced with the May 2012 version.
52.230-3, Disclosure and Consistency of Cost Accounting Practices (May 2012) – This clause is already
called out in CorpDocs, but it should be replaced with the May 2012 version.
52.245-1, Government Property (Apr 2012) – This clause is already called out in CorpDocs, but they
should be replaced with the April 2012 version.
52.245-9, Use and Charges (Apr 2012) (Applicable for all purchase orders/subcontracts where FAR 52.2451 is inserted. Communications with the Government under this clause will be made through Lockheed
Martin.)
52.249-2, Termination for Convenience of the Government (Fixed-Price) (Apr 2012) – This clause is
already called out in CorpDocs, but it should be replaced with the April 2012 version.
52.249-6, Termination (Cost Reimbursement) (May 2004) – This clause is already called out in CorpDocs,
but it should be replaced with the May 2004 version.
DFARS Clauses
252.203-7003, Agency Office of the Inspector General (Apr 2012) – This clause is already called out in
CorpDocs, but it should be replaced with the April 2012 version.
252.204-7000, Disclosure of Information (Dec 1991) (Applicable for all purchase orders/subcontracts. In
paragraph (b) "Contracting Officer" means "Lockheed Martin" and "45 days" means "60 days.")
252.211-7007, Reporting of Government-Furnished Property (Aug 2012) – This clause is already called
out in CorpDocs, but it should be replaced with the August 2012 version.
252.219-7004, Small Business Subcontracting Plan (Test Program) (Jan 2011) (Applicable if you
participate in the DoD Test Program.)
252.222-7006, Restrictions on the Use of Mandatory Arbitration Agreements (Dec 2010) (Applicable for
all purchase orders/subcontracts that exceed $1,000,000 and will be funded in whole or part with Fiscal Year
2010 appropriated funds except for purchase orders/subcontracts for commercial items or for commercial offthe-shelf items. The clause is not required if all of the subcontractors employees performing work under the
contract will be located outside of the United States. The certification in paragraph (b)(2) applies to both
Seller in its own capacity and to Seller's covered subcontractor's.)
252.223-7006, Prohibition on Storage and Disposal of Toxic and Hazardous Materials (Apr 2012) and
Alternate I (Nov 1995) (Applicable if this purchase order/subcontract requires, or may require, or permits
Seller to treat or dispose of non-DoD-owned toxic or hazardous materials as defined in this clause.)
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252.225-7001, Buy American and Balance of Payments Program (Jun 2012) and Alternate I (Oct 2011)
– This clause is already called out in CorpDocs, but it should be replaced with the June 2012 version.
Alternate I will also apply.
252.225-7012, Preference for Certain Domestic Commodities (Jun 2012) (Applicable for all purchase
orders/subcontracts with any deliverables of items covered by this clause.)
252.225-7013, Duty-Free Entry (Jun 2012) – This clause is already called out in CorpDocs, but it should be
replaced with the June 2012 version.
252.225-7021, Trade Agreements (Nov 2012) – This clause is already called out in CorpDocs, but it should
be replaced with the November 2012 version.
252.227-7013, Rights in Technical Data--Noncommercial Items (Feb 2012) – The basic clause is already
called out in CorpDocs, but it should be replaced with the February 2012 version.
252.227-7014, Rights in Noncommercial Computer Software and Noncommercial Computer Software
Documentation (Feb 2012) – This clause is already called out in CorpDocs, but it should be replaced with
the February 2012 version.
252.227-7037, Validation of Restrictive Markings on Technical Data (Jun 2012) – This clause is already
called out in CorpDocs, but it should be replaced with the June 2012 version.
252.237-7010, Prohibition on Interrogation of Detainees by Contractor Personnel (Nov 2010)
(Applicable for all purchase orders/subcontracts that may require subcontractor personnel to interact with
detainees in the course of their duties.)
252.239-7001, Information Assurance Contractor Training and Certification (Jan 2008) (Applicable if
you will be accessing DoD Information Systems.)
252.243-7002, Requests for Equitable Adjustment (Mar 1998) (Applicable to all purchase orders/
subcontracts over $150,000. “Government” means “Lockheed Martin.”)
252.244-7000, Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (Jun
2012) (Applicable if your purchase order/subcontract is for commercial items or commercial components.)
252.245-7004, Reporting, Reutilization, and Disposal (Apr 2012) (Applicable to all purchase orders/
subcontracts containing the clause at FAR 52.245-1, Government Property. "Contracting Officer" means
“Lockheed Martin.”)
252.246-7001, Warranty of Data (Dec 1991) and Alternate II (Dec 1991) (Applicable if you will be
delivering data. "Government" means "Lockheed Martin or the Government." "Contracting Officer" means
"Lockheed Martin." The last sentence in paragraph (b) is changed to read as follows: The warranty period
shall extend for three years after completion of delivery of the data to Lockheed Martin, or if the data is
delivered to the Government, either by Lockheed Martin or Seller, the warranty period shall extend for three
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years after delivery to the Government." Alternate II will also apply when extended liability is desired and a
firm fixed price purchase order/subcontract is contemplated. )
AFFARS Clauses
5352.223-9001, Health and Safety on Government Installations (Nov 2012) (Applicable if you will be
performing work on a government installation. "Contracting Officer" means "Lockheed Martin.")
5352.242-9000, Contractor Access to Air Force Installations (Nov 2012) (Applicable if you will be
performing work on a government installation. "Contracting Officer" means "Lockheed Martin." In
paragraph (e) "the prime contractor" means "Seller.")
5352.242-9001, Common Access Cards (CACS) for Contractor Personnel – AF Systems (Nov 2012)
(Applicable if you will be performing work on a government installation. All communication with the
government required by this clause shall be conducted through Lockheed Martin.)
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