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Flowdowns for Subcontract 67532, Flexible Thermal Ground Plane (DARPA)
Full Text Clauses
G-9000, (DARPA) PUBLIC RELEASE OR DISSEMINATION OF
INFORMATION (OCT 2008) (Applicable for all purchase orders/subcontracts.
Requests for approval under this clause shall be made through the Lockheed Martin
procurement representative.)
(a) There shall be no dissemination or publication, except within and between the
Contractor and any subcontractors, of information developed under this contract or
contained in the reports to be furnished pursuant to this contract without prior written
approval of the Contracting Officer Representative (COR). All technical reports will be
given proper review by appropriate authority to determine which Distribution Statement
is to be applied prior to the initial distribution of these reports by the Contractor.
(b) When submitting material for written approval for open publication as described in
subparagraph (a) above, the Contractor/Awardee must submit a request for public release
through UNIVERSITY Principal Investigator who will submit to the DARPA TIO via the
COR and include the following information:
1) Document Information: document title, document author, short plain-language
description of technology discussed in material (approx. 30 words), number of pages (or
minutes of video) and document type (briefing, report, abstract, article, or paper);
2) Event Information: event type (conference, principle investigator meeting, article or
paper), event date, desired date for approval;
3) DARPA Sponsor: DARPA Program Manager, DARPA Office;
4) SPAWARSYSCEN San Diego COR name and Prime contract number; and
5) Contractor/Awardee's Information:
Allow 5 weeks for processing; due dates under five weeks require a justification. Unusual
electronic file formats may require additional processing time. Request can be sent via email to University Principal Investigator, YC Lee, who will forward to the Navy COR
Donald.Mullin@navy.mil.
G-9001, (DARPA) EXPORT LICENSES (OCT 2008) ( Applicable for all purchase
orders/subcontracts.)
Should this project develop beyond fundamental research (basic and applied research
ordinarily published and shared broadly within the scientific community) with military or
dual-use applications the following apply:
(1) The contractor shall comply with all U.S. export control laws and regulations,
including the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120
through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730
through 799, in the performance of this contract. In the absence of available license
exemptions/exceptions, the Contractor shall be responsible for obtaining the appropriate
licenses or other approvals, if required, for exports of (including deemed exports)
hardware, technical data, and software, or for the provision of technical assistance.
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(2) The Contractor shall be responsible for obtaining export licenses, if required, before
utilizing foreign persons in the performance of this contract, including instances where
the work is to be performed on-site at any Government installation (whether in or outside
the United States), where the foreign person will have access to export-controlled
technical data or software.
(3) The Contractor shall be responsible for all regulatory record keeping requirements
associated with the use of licenses and license exemptions/exceptions.
(4) The Contractor shall be responsible for ensuring that the provisions of this clause
apply to its subcontractors.
H-336, RIGHTS IN MASK WORKS (DEC 2002) (Applicable if mask work is likely to
be created in the performance of your work under this contract.)
(a) Definitions.
As defined in 17 U.S.C. 901-"Semiconductor chip product" is the final or intermediate form of any product -(A) Having two or more layers of metallic, insulating, or semiconductor material,
deposited or otherwise placed on, or etched away or otherwise removed from, a piece of
semiconductor material in accordance with a predetermined pattern; and
(B) Intended to perform electronic circuit functions.
"Mask work" is a series of related images, however fixed or encoded -(A) Having, or representing the predetermined, three-dimensional pattern of metallic,
insulating, or semiconductor material present or removed from the layers of a
semiconductor chip product; and
(B) In which series the relation of the images to one another is that each image has the
pattern of the surface of one form of the semiconductor chip product.
(b) For any and every mask work generated in the performance of work under this
contract, the contractor grants to the Government a non-exclusive, irrevocable, royalty
free, worldwide license to:
(1) Reproduce or have reproduced the mask work by optical, electronic, or any other
means; and
(2) Import or distribute or have imported or distributed a semiconductor chip product in
which the mask work is embodied.
(c) The contractor shall include this clause, suitably modified to replace "contractor" with
"subcontractor" in all subcontracts, regardless of tier, in which a mask work is likely to
be created in performance of the work under the subcontract. The contractor shall not
obtain rights in the subcontractor's mask works as any part of the consideration for
awarding the subcontract.
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(d) This license is specific to mask work rights and shall not be construed to broaden any
proprietary rights to technical data or computer software.
H-341, EMPLOYMENT OF NAVY PERSONNEL RESTRICTED (DEC 1999)
(Applicable for all purchase orders/subcontracts. Request for approval from the
Contracting Officer shall be through Lockheed Martin.)
In performing this contract, the Contractor will not use as a consultant or employ (on
either a full or part-time basis) any active duty Navy personnel (civilian or military)
without the prior approval of the Contracting Officer. Such approval may be given only
in circumstances where it is clear that no law and no DOD or Navy instructions,
regulations, or policies might possibly be contravened and no appearance of a conflict of
interest will result.
H-359, LIMITED RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS
INFORMATION (NOV 2003) (Applicable if under this contract you will be providing
confidential business information as defined under this clause.)
(a) Definition.
"Confidential business information," as used in this clause, is defined as all forms and
types of financial, business, scientific, technical, economic, or engineering information,
including patterns, plans, compilations, program devices, formulas, designs, prototypes,
methods, techniques, processes, procedures, programs, or codes, whether tangible or
intangible, and whether or how stored, compiled, or memorialized physically,
electronically, graphically, photographically, or in writing if -(1) the owner thereof has taken reasonable measures to keep such information secret, and
(2) the information derives independent economic value, actual or potential from not
being generally known to, and not being readily ascertainable through proper means by,
the public.
Confidential business information may include technical data as that term is defined in
DFARS 252.227-7013(a)(14) and 252.227-7015(a)(4). It may also include computer
software as that term is defined in DFARS 252.227-7014(a)(4)
(b) The Space and Naval Warfare Systems Command (SPAWAR) may release to
individuals employed by SPAWAR support contractors and their subcontractors
confidential business information submitted by the contractor or its subcontractors
pursuant to the provisions of this contract. Business information that would ordinarily be
entitled to confidential treatment may be included in the information released to these
individuals. Accordingly, by submission of a proposal or execution of this contract, the
offeror of contractor and its subcontractors consent to a limited release of its confidential
business information.
(c) Circumstances where SPAWAR may release the contractor's or subcontractors'
confidential business information include the following:
(1) To other SPAWAR contractors and subcontractors, and their employees tasked with
assisting SAPWAR in handling and processing information and documents in the
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administration of SPAWAR contracts, such as file room management and contract
closeout.
(2) To SPAWAR contractors and subcontractors, and their employees tasked with
assisting SPAWAR in accounting support services, including access to costreimbursement vouchers.
(d) SPAWAR recognizes its obligation to protect the contractor and its subcontractors
from competitive harm that could result from the release of such information. SPAWAR
will permit the limited release of confidential business information under paragraphs
(c)(1) and (c)(2) only under the following conditions:
(1) SPAWAR determines that access is required by other SPAWAR contractors and their
subcontractors to perform tasks described in paragraphs (c)(1) and (c)(2),
(2) Access to confidential business information is restricted to individuals with a bona
fide need to possess,
(3) Contractors, their subcontractors, and their employees who are granted access to
confidential business information have signed an appropriate non-disclosure agreement
requiring them to provide the same level of protection to confidential business
information that would be provided by SPAWAR employees,
(4) Contractors and their subcontractors having access to confidential business
information have agreed under their contract or a separate corporate non-disclosure
agreement to provide the same level of protection to confidential business information
that would be provided by SPAWAR employees, and
(5) SPAWAR contractors and their subcontractors performing the task described in
paragraphs (c)(1) and (c)(2) have agreed under their contract or a separate non-disclosure
agreement to not use confidential business information for any purpose other than
performing the tasks described in paragraphs (c)(1) and (c)(2).
(e) SPAWAR's responsibilities under the Freedom of Information Act are not affected by
this clause.
(f) The Contractor agrees to include, and require inclusion of this clause in all
subcontracts at any tier that requires the furnishing of confidential business information.
H-360, STATE SALES TAX EXEMPTION (OCT 2003) (Applicable for all purchase
orders/subcontracts.)
(a) The contractor's price shall not include state sales tax, unless the location of the
contractor's business is in a state that does not afford the Federal Government a tax
exemption status under its state and local laws (e.g., Arizona, Hawaii). The contract price
excludes all state and local taxes levied on or measured by the contract or sales price of
the services or materials furnished under this contract.
(b) To the extent that the guidance in FAR Part 31 and DFARS Part 231 applies to this
contract, such tax or duty shall not constitute an allowable cost under this contract, unless
specifically permitted by the Contracting Officer.
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(c) Contractors may be taxed by a state or local authority when procuring goods and
services for performance of this contract. Such taxation does not constitute a tax levied
on the Federal Government; rather it is a tax levied on the contractor for which the
contractor is liable. However, the Federal Government is exempt from state and local
taxation. Therefore, the contractor shall state separately on its invoices taxes excluded
from the contract price, and the contracting officer agrees to either pay the amount of the
taxes to the contractor or provide evidence necessary to sustain an exemption.
(d) No exemption certificate is required.
GOVERNOR’S EXECUTIVE ORDER D 002 00, SOFTWARE PIRACY
PROHIBITION (MAY 2005) (Applicable for all purchase orders/subcontracts. The
state called out in this clause is Colorado.)
No State or other public funds payable under this contract shall be used for the
acquisition, operations, or maintenance of computer software in violation of federal
copyright laws or applicable licensing restrictions. Contractor herby certifies that, for the
term of this contract and any extensions, Contractor has in place appropriate systems and
controls to prevent such improper use of public funds. If the State determines that
Contractor is in violation of this paragraph, the State may exercise any remedy available
at law or equity or under this contract, including without limitation, immediate
termination of this contract and any remedy consistent with federal copyright laws or
applicable licensing restrictions.
CRS 24-10-101, COLORADO GOVERNMENT IMMUNITY ACT (MAY 2005)
(Applicable for all purchase orders/subcontracts.)
No term or condition of this contract shall be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protection, or other
provisions, of the Colorado Governmental Immunity Act, CRS 24-10-101 et. seq., or the
Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter
amended.
FAR Clauses
52.222-39, NOTIFICATION OF EMPLOYEE RIGHTS CONCERNING
PAYMENT OF UNION DUES OR FEES (DEC 2004) (Applicable for all purchase
orders/subcontracts that exceed $100,000.)
52.227-1, AUTHORIZATION AND CONSENT (JUL 1995) AND ALTERNATE I
(APR 1984) - The basic clause is already called out in Corpdocs, but Alternate I also
applies to you if your contract is for research and development.
52.246-9, INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT FORM)
(APR 1984) (Applicable if your contract is for research and development. “Government”
means “Lockheed Martin and the Government.”
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DFARS Clauses
252.215-7003, EXCESSIVE PASS-THROUGH CHARGES –IDENTIFICATION
OF SUBCONTRACT EFFORT (APR 2007) (This is a solicitation clause only and only
applicable for your response to Lockheed Martin’s request for quotation/proposal and
does not apply to your contract itself.)
252.225-7012, PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES
(JAN 2007). (Applicable for all purchase orders/subcontracts with any deliverables of
items covered by this clause.)
252.243-7002, REQUESTS FOR EQUITABLE ADJUSTMENT (MAR 1998).
(Applies to all purchase orders/subcontracts over $100,000, “Government” means
“Lockheed Martin”)
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