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Prime Contract MI0100012, MEADS Risk Reduction Effort
Full Text Clauses
Article 10, Subcontracts (Sep 2001) (Applicable to all purchase orders/subcontracts)
10.1
Unless otherwise specified in the Contract, the Contractor shall impose on Subcontractors
listed in Annex J the same conditions and requirements, where they are appropriate, as are included in this
Contract, unless the object of the subcontracts is a commercial item or service. Should the Contractor in
any instance not impose the same conditions and requirements, he shall report it to the Contracting
Authority at least 10 calendar days prior to planned award date, provide rationale and obtain approval prior
to award. This approval shall not relieve the Contractor of any assigned responsibility. Contractor and
Subcontractors shall comply with national rules and regulations with regard to the work performed in that
country.
10.2
It is the Contracting Authority's requirement that second and lower level subcontracts
shall be subjected to competitive tendering between competent bidders to the maximum extent possible,
where reasonable and practical.
10.3
On request, the Contractor shall make available to the Contracting Authority copies of
subcontracts and supporting documents (e.g. copies of offers made by Subcontractors).
10.4
The Contractor shall remain responsible for performance of the requirements of the
Contract notwithstanding any failure to perform by subcontractors except as may be excused by other
provision of this Contract.
10.5
The Contractor shall not enter into any agreement with an actual or prospective
Subcontractor, nor otherwise act in any manner, which has or may have the effect of restricting sales by
such Subcontractors directly to the Contracting Authority of any items or process (including computer
software) made or furnished by the Subcontractor under this Contract.
10.6
The Contractor states to the Contracting Authority that he or his Subcontractors are not
subject to any licenses or agreements that restrict his freedom to disclose information or permit its use.
The Contractor or his Subcontractors shall not enter into any new agreements that will result in restrictions
without the prior approval by the Contracting Authority.
10.7
If the Contractor/Subcontractors intend to award a Fixed Price contract, they must notify
this intention to the Contracting Authority in due time in order to allow price investigation. This
notification is required for contracts above 100,000 equivalent USD.
Article 17, Prices in Subcontracts (Sep 2001). (Applicable to all purchase orders/subcontracts)
17.1
The subcontract price will be established in accordance with national price regulations
and practices relating to government contracts of this kind in those countries.
17.2
To the extent that national price regulations and practices leave pricing to free
arrangements between the contracting parties, the Contractor undertakes to include in subcontracts terms
which are not less favorable to the Contracting Authority than those contained in this Contract.
Article 18, Taxes, Customs, Duties and Similar Dues (Sep 2001). (Applicable to all purchase
orders/subcontracts)
18.1
The Contractor undertakes to make as far as it is cost-effective full use of any legal
provisions contained in the national laws concerning the waiving, reduction or reimbursement of taxes and
customs duties to the benefit of the MEADS Program.
18.2
In the event the Contractor cannot be relieved and a waiver cannot be obtained for taxes,
and customs duties, set forth below and charged to the Contractor/Subcontractors in accordance with the
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applicable national laws and regulations, Art. 16.2 will apply. The Contractor undertakes to ensure that
appropriate records are kept of the taxes, customs and duties set out below:
a.
Sales Taxes/Value Added Taxes;
b.
Customs, Duties, and Similar Dues.
18.3
Cost of appeal against any decision of the Tax or Custom Authorities will be reimbursed
only if previously agreed upon by amendment to the contract in accordance to Art. 16.2 If the appeal has
been agreed by amendment to the Contract, the Contracting Authority shall be bound to the outcome of
such an appeal. The time to give notice of such an appeal shall be observed.
18.4
Where the Contractor fails by intentional act or gross negligence to meet his obligations
under Articles 18.2 and 18.3, or where an appeal in accordance with Article 18.3 has become necessary for
reasons for which the Contractor is responsible, any financial liability resulting therefrom will be borne by
him.
18.5
The Contractor shall permit the examination, by representatives of the national audit
agencies on behalf of the Contracting Authority, of any records or documents in relation to taxes, customs
and duties to establish whether the obligations imposed in Articles 18.2 and 18.3 have been complied with.
Article 20, Capital Investments (Sep 2001). (Applicable if you will be making any capital investments
under this contract)
20.1
Capital Investments are facilities such as machines, equipment and buildings provided by
the Contractor and/or his Subcontractors at their own expense, for the purpose of creating additional
facilities which are not Special To Type, and which are not replacement of consumed assets needed to meet
the Contracting Authority's requirements. It is not the intent of the Contracting Authority to approve the
construction of buildings and/or manufacturing of plants.
20.2
Capital investments which are necessary for the performance of the work under the
Contract and which the Contractor wishes to include under Article 20.5 below must not be made by the
Contractor and/or his Subcontractors before the Contracting Authority has given his approval. If the
Contractor wishes to create fixed capital assets (e.g. buildings) he shall advise in his request for approval
whether these or similar assets exist in any of the participating countries.
20.3
Capital investments which will be approved will be reported in Annex L. The record is
to be updated if occasions demand.
20.4
The costs of capital investments shall be charged proportionately to this Contract in the
Contractor's and/or his Subcontractor's overhead accounts, in accordance with the depreciation rates
generally recognized in accordance with national accounting conventions for government contracts,
according to the service life of use.
20.5
Subject to the yearly funding limitations set in Article 23.3, in case of termination
and/or discontinuance of funding of the Contract, the unrecovered depreciation allowances with respect
to capital investments approved under Article 20.2 shall be reimbursed without profit and interest as a
charge to the residual claim in accordance with Articles 32, and 14.2 but excluding any allowances
claimable under national tax laws.
20.6
The Contractor shall not be entitled to reimbursement of unrecovered depreciation
allowances according to the Article 20.5 above, if:
20.6.1
He can use the capital investment to fulfill orders already placed at the date of
termination of contract by another customer;
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20.6.2
He sells, after prior consent by the Contracting Authority, the capital investment at a
price which covers the unrecovered amount. In the event that the net recovery from such sale is less than
the amount of unrecovered depreciation, than he shall be reimbursed by the Contracting Authority the
difference between such amounts without profit and interest;
20.6.3
In the event that the Contractor sells, or makes use of such capital investment for any
order other than MEADS, after payment of the unrecovered depreciation he shall reimburse the Contracting
Authority proportionately the depreciation proceeds recovered under such sales or orders.
20.7
Title to the capital investment, the value of which has been fully reimbursed by the
Contracting Authority with respect to the Article 20.5, shall be transferred by the Contractor to the
Contracting Authority at the latter's request free of any third party rights.
Article 21, Ascertainment of Costs, Price Investigation, Accounts, Examination of Records, and
Discretionary Audit (Sep 2001). (Applicable to all purchase orders/subcontracts)
21.1
The Contractor shall grant the Contracting Authority the right to ascertain costs and
investigate prices through the relevant National Audit Services. The Contractor shall ensure that proper
accounts and records are kept of the cost of the work and of all expenditures or commitments made by the
Contractor or authorized representatives in connection therewith and of invoices, receipts and vouchers
relating thereto. Such accounts, records, invoices, receipts and vouchers shall at all reasonable times be
open to audit and inspection as required by the Contracting Authority utilizing the relevant national
organizations in the Contractor's or Subcontractor's country. The Contractor shall furnish the national
organizations and its authorized representatives with all such information as it may, from time to time,
require with reference to such accounts, records, invoices, receipts and vouchers. The Contractor shall not,
without the consent of the Contracting Authority, dispose of any such accounts, records, invoices, receipts
and vouchers but shall preserve and keep the same available for audit and inspection in accordance with
applicable national laws, but at least until Contract close-out (Article 67.)
21.2
The Contractor shall comply with the relevant country’s accounting and national pricing
regulations and practices, of the country where the work package is allocated. Any audit or price
assessment will be conducted by the National Audit Services on behalf of the Contracting Authority.
Ascertainment of costs, price investigation and pricing shall be carried out in accordance with the National
Price Regulations and Practices applicable in the Participating Governments. Ascertainment of costs and
price investigation may be undertaken:
a.
with respect to work performed within the Federal Republic of Germany by Bundesamt
fuer Wehrtechnik und Beschaffung, Koblenz;
b.
DGAT, Roma;
with respect to work performed within the Republic of Italy by Ministero della Difesa -
c.
Agency;
with respect to work performed within the United States by the Defense Contract Audit
d.
with respect to work performed in countries other than those of the Participating
Governments by authorities which the Contracting Authority will name to the Contractor.
21.3
The right of the National Price Auditing Authority acting on behalf of the Contracting
Authority to ascertain costs and investigate prices shall be included in any subcontracts and subcontracts'
amendments, in accordance with Article 10. All sub-contracts shall contain the following clause: "If during
a price investigation of the prices of the Contractor, the National Price Auditing Authority needs cost or
pricing information from the sub-contractors, this information may be directly furnished to the relevant
National Price Auditing Authority".
21.4
All detailed rate information disclosed during the conduct of an audit shall remain with
the national audit authorities.
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21.5
Without prejudice to the right of the Contracting Authority to audit the Contractor at any
time, during the Risk Reduction Effort the Contractor will be audited after one year from Contract award
and before Contract close-out.
Article 28, Intellectual Property Rights (Sep 2001). (Applicable to all purchase orders/subcontracts)
28.1
The Contractor warrants that the Personnel employed by the Contractor who undertake
work under the Contract are employed on terms which do not prohibit the Contractor from using copyright,
patents or other intellectual proprietary rights with respect to any work produced in the course of their
employment with the Contractor. This requirement will be flowed down to the applicable subcontractors.
28.2
The Contractor shall grant the Contracting Authority a non-exclusive transferable right
free of charge to:
a.
use and to have used on his behalf for the MEADS Program, and
b.
authorize the Governments of the Federal Republic of Germany, the Republic of Italy and
the United States, separately or jointly, to use and have used on their behalf for the MEADS Weapon
System Program, all domestic and foreign patents, patent applications, designs, processes, software, data
and information owned or controlled by the Contractor and used in or arising from the undertaking of the
work under the Contract, except for such items which are the proprietary property of the Contractor or
subcontractors at any tier.
28.3
The Contractor shall provide all necessary information, documentation and assistance
necessary for the exercise of the Contracting Authority's and participating Government rights under Article
28.2.
28.4
Should the Contracting Authority or one of the Governments of the Federal Republic of
Germany, the Republic of Italy and the United States wish a third party to undertake work employing the
Contracting Authority's or the Participating Government's right in accordance with the Articles of the
Contract, the Contracting Authority or the Participating Government shall, before authorizing such work,
advise the Contractor of their intentions. The Contracting Authority and Contractor shall agree to a fair and
reasonable price for the transfer of all documentation and information and provision of assistance necessary
for a third party to undertake the Contracting Authority's or Participating Governments requirements.
28.5
When authorizing a third party to undertake such work the Contracting Authority or
Participating Government shall impose on the third party the obligation to use the information and
documentation provided for the sole purpose of carrying out the work so authorized. The third party may
not use this information for any other purpose; any deviation from these provisions shall be subject to
special agreement with the Contractor.
28.6
Subject to the provisions of this Article and Article 51, and as specified in this Contract,
the Contractor shall own title, subject to the reservation of rights set forth in paragraph 49.1.1, to all Project
Foreground Information generated in the performance of the Contract.
28.7
If the Contractor decides not to apply for a patent for a project invention, the Contractor
shall provide the information related to the project invention to the Contracting Authority so that the
participating Governments can apply for a patent on that project invention.
Article 33, Ownership and Vesting (Sep 2001). (Applicable to all purchase orders/subcontracts)
33.1
Within the meaning of this Article, property, the title to which will pass to the
Contracting Authority, consists of all items or services (including possible material) which the Contractor
allocates as a direct cost for the performance of the Contract.
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33.2
Insofar as items are designated, created or manufactured by the Contractor, title in these
items shall vest in the Contracting Authority as soon as the services or materials or parts are completed.
33.2.1
Insofar as items are procured by the Contractor, title shall vest in the Contracting
Authority as soon as they are allocated for the performance of the Contract. The Contractor shall ensure by
payment of the purchase price that any rights held by third parties with respect to the above items are
extinguished as soon as possible.
33.2.2
In the event that title to any of these items has not yet been transferred to the Contractor
by third parties, the right of future title to item shall also vest in the Contracting Authority.
33.2.3
Title to property as provided for in this Article shall not vest in the Contracting Authority
so long as he has not met his obligations to pay for the items concerned in accordance with the provisions
of the Contract.
33.2.4
If the Contracting Authority's ownership of any items is lost owing to the combination or
incorporation or, if the Contracting Authority becomes the co-owner of the unified item, the Contractor
shall transfer his ownership or co-ownership of such item to the Contracting Authority.
33.2.5
Actual hand-over to the Contracting Authority necessary for transferring title to property
or right of future title shall be replaced by the Contractor taking charge of such items for the Contracting
Authority.
33.3
The Contractor shall maintain the items or services segregated from his own stocks and
duly marked in accordance with their approved property management system as property of the Contracting
Authority. Any costs thereby incurred will be allocated under this Contract in accordance with the
Contractor's established national rules, regulations and practices in respect to the method of cost allocation
for Government work.
The Contractor shall ensure that the items are registered by his sub-contractors in accordance
with their approved property management system with the dates of their arrival or completion of
manufacture. The Contractor shall ensure that such records and other supporting documents are made
available to the Contracting Authority or his authorized representative. All handling and marking of items
in which the Contracting Authority/Governments have a property interest within the framework of this
Contract will be handled in accordance with the Contractor's approved Property Management System.
33.4
The Contractor transfers to the Contracting Authority any rights which he may have
against third parties with respect to deliveries of aforesaid items for which the Contractor has made
advance payments, and has been reimbursed in accordance with the payment provisions of the Contract.
The respective contract for these deliveries and their value are to be registered in a "list of transferred rights
in deliveries" or any suitable accounting record. The list or record is to be submitted to all persons
authorized by the Contracting Authority with a written confirmation that no other advance payments have
been made for such items which are to be supplied to the Contracting Authority or which are to be used for
the manufacture of items to be supplied to the Contracting Authority.
33.5
Insofar as national administration regulations contain provisions which depart from those
specified in Articles 33.1 to 33.4, the parties may agree to replace the provisions laid down in this Article
with the national administration regulations.
33.6
The above principles shall not apply to subcontracting below the second level, relative to the
Contractor, except in special cases where the Contracting Authority may determine otherwise and due
notice has been given in writing to the Contractor.
33.7
In the event of the rejection of any deliverable item or of any materials or things
otherwise destined for the Contracting Authority, title to said item, material so rejected shall forthwith
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revert to the contractor. This fact will be substantiated by removal of markings, labels and/or book entries
to the contrary.
33.8
In the event of a termination of the contract by the Contracting Authority under Article
32, title in any deliverable item which has not been accepted by the Contracting Authority and in any
materials and things which have not been incorporated in an item which has been accepted, shall vest in the
Contractor from the date that termination takes effect.
33.9
The Contracting Authority may give the Contractor notice before the expiration of 12
months from the date termination of the Contract takes effect instructing him that the Contracting Authority
elects to retain title in items, materials or things not already accepted and paid for by the Contracting
Authority and advising him of the disposition to be offered such items, materials or things.
33.10
The Contractor shall hand over to the Contracting Authority any deliverable item, materials
or things the title in which the Contracting Authority has expressly elected to retain. The Contracting
Authority shall pay for any deliverable items, materials, or things, the title in which the Contracting
Authority has elected to retain, and which are handed over to him by the Contractor or otherwise come into
his possession.
Article 40, Quality Assurance (Sep 2001). (Applicable to all purchase orders/subcontracts)
40.1
The Contractor shall define and maintain an effective Quality Assurance System that will
provide an adequate and uniform level of quality management for all products and services under the
Contract.
40.2
The Contractor shall be certified and provide quality assurance for all the products and services to
their relevant Quality Standards (such as ISO, AQAP). The Contractor shall implement a Quality
Assurance system in accordance with the ISO 9000 standard.
40.3
The Quality Assurance responsibility of all the first level Subcontractors shall extend to
assuring proper quality standards at the lower levels subcontractors.
40.4
At the request of the Contracting Authority, the participating Governments will furnish
the Government Quality Assurance Service for the work carried on/out under this Contract, in accordance
with the provisions of the official mutual technical inspection agreement (STANAG 4107 and 4108)
including the confirmation of intermediate technical objective achievement. The Contractor shall allow
action of government representatives in accordance with the aforementioned STANAGs.
Article 42, Government Furnished Information (GFI)/Equipment (GFE)/Facilities (GFF) (Sep 2001).
(Applicable if you will be receiving GFI, or GFE or GFF)
42.1
The Contracting Authority shall supply, for the purposes of the Contract, GFI, GFE,
and GFF listed in Annex I, subject to Article 49 and 51. The Contractor shall be responsible for
maintaining records of receipt, use or disposal of all articles supplied by the Contracting Authority.
42.2
All GFE shall remain the property of the providing Government and shall be used in the
execution of the Contract and for no other purpose whatsoever without the prior approval in writing of the
Contracting Authority. The Contractor shall notify all subcontractors and any other persons dealing with
any such property of this fact.
42.3.1
The Contracting Authority shall not be liable for reasonable delay and normal schedule
interactions concerning GFE/GFF/GFI resulting from the Governments' national practices. Should the nonavailability of GFE/GFF/GFI in accordance with the schedule in Annex I result in an impact to the
Contractor, the Contractor will be entitled to an equitable adjustment to the Contract.
42.3.2
Reserved
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42.3.3
The Contracting Authority will provide GFI as released by the Governments in
accordance with national practice. The GFI released/approved for use under this Contract is listed in
Annex I. The TPRP is incorporated by reference in this Contract.
42.4
If the Contractor wishes the Contracting Authority to provide any GFI/GFE/GFF
(including test and research facilities) not listed in Annex I he shall give the Contracting Authority
wherever possible not less than 3 months notice of his requirement. The Contracting Authority will use its
best endeavors to meet such additional request, but there shall be no obligation to do so.
42.5
The GFI/GFE/GFF are to be provided by the Contracting Authority to the Contractor, but
in the event any test and research facility is required to charge for their services, the charges shall be passed
on to the Contractor in accordance with national procedures and become an allowable cost.
42.6
All such property shall be deemed to be in good condition and in the right quantity when
received by or on behalf of the Contractor unless he shall notify the Contracting Authority to the contrary
within 30 days. The Contractor is required to report to the Contracting Authority any GFE found damaged
or otherwise unsuitable for use. The Contractor shall identify the possible cause of the damage or
unsuitability. If damages occur to GFE, and damages are not attributable to any fault of the Contractor, the
Contracting Authority/Government will replace the items or provide written authorization to the Contractor
to make repairs. If such property not damaged at the fault of the Contractor cannot be replaced or repaired
within a reasonable amount of time and agreed by the Contracting Authority/Government to be unsuitable
for use in performance of this Contract, the Contractor may be entitled to an equitable adjustment to the
Contract.
42.7
If the Contracting Authority issues GFE for delivery by a third party, the title to the
property of such material shall vest in the Government or NAMEADSMA according to the agreements
with the third party. The Contractor shall store the material as the property of the Government or
NAMEADSMA.
42.8
Neither the Contractor, nor any sub-contractor, nor any other person, shall have a lien on
any such property so issued for any sum due to the Contractor, sub-contractor, or other person and the
Contractor shall take all such steps as may be reasonably necessary to ensure that the title of the
Government or NAMEADSMA, and the exclusion of any such lien are brought to the notice of all subcontractors and other persons dealing with any such property.
42.9
Any costs associated with maintaining the GFI/GFE/GFF such as, but not limited to,
costs for calibration, maintenance and inspection are allowable under the Contract. The Contractor shall
maintain/use/transfer this GFI/GFE/GFF in accordance with the terms and conditions of the Contract,
including the MEADS Project Security Instruction (PSI).
Contracting Authority Liability
42.10
The Contracting Authority will reimburse separately all costs of storage, protection and
preservation of GFE incurred after the expiration or the termination of the Contract until disposition
instructions are provided.
42.11
The Contracting Authority shall have no liability to the Contractor for delays if and when
the equipment or services are made available on the dates specified and if the Contractor fails to make use
of them. The Contracting Authority or the Governments shall have no liability for damages suffered by the
Contractor, any employees, agent or sub-contractor of his resulting from the use of GFF in the performance
of the Contract except insofar as the damage is caused by the gross negligence or intentional act of the
employees or agents of the Contracting Authority or Governments.
42.12
All property of the Contractor at the GFF shall be at the risk of the Contractor unless
the Contracting Authority/ Government has formally agreed to accept responsibility for custody of such
property. If, as a result of the use of GFE/ GFF in performance of the Contract, the Contracting
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Authority/Government suffers damages which are caused by the Contractor, any employees or agent or
subcontractor, the Contracting Authority shall exempt the Contractor from liability for such damage to the
extent that the Contractor, in accordance with national practice, does not obtain reimbursement through
insurance cover or from other third parties. However, the Contractor shall not be exempt from liability for
damages resulting from gross negligence or intentional act by the Contractor, Contractor employees, agents
or subcontractors.
42.13
To the extent that the Contractor has any claims against third parties with respect to the
damage referred to in this Article, he shall inform the Contracting Authority of the circumstances. In the
event of a dispute arising, at the Contracting Authority request, the Contractor shall transfer to the
Contracting Authority any claims he might have against third parties, to the extent he has been indemnified.
Contractor Liability
42.15
The Contractor is responsible for the proper identification, storage, maintenance,
protection and preservation of GFE. Therefore the Contractor's procedures shall include at least the
following:
42.15.1
Examination upon receipt:
- to detect damage which may have occurred during shipment;
- for completeness and proper type;
- to verify the quantity.
42.15.2
Periodic inspection and precautions to assure adequate storage conditions in order to
avoid damage caused from handling and deterioration during storage.
42.15.3
Functional testing as required by the applicable specifications or instructions to determine
satisfactory operation.
42.15.4
Identification and protection from misuse or unauthorized disposal.
42.16
The Contractor agrees to return all such property so issued and will be responsible for
damage/loss thereto caused by intentional act or gross negligence.
42.17
For these purposes, deterioration or damage in such property resulting from its normal
and proper use in the performance of the Contract shall not be deemed to be loss or damage except insofar
as the deterioration or damage is contributed to by the failure of the Contractor to maintain or repair the
property.
42.18
Reserved.
42.19
If the Contracting Authority issues to the Contractor any material, components,
instruments, etc., the Contractor shall account for all such items and shall maintain records of receipt of
complete use, disposal, status, repair, maintenance and inspections.
42.20
The records shall be subject to audit by the Contracting Authority and shall also be
available to authorized representatives of the Contracting Authority for inspection or for the extraction of
information. The records shall be retained after the Contractor's responsibility for the loaned items have
been discharged for five years, unless otherwise specified in the Contract as the Contracting Authority may
determine, and shall not be removed or destroyed without prior written consent of the Contracting
Authority.
42.21
The ownership of GFE shall be clearly indicated in all records including the
documentation of deliveries to other contractors, sub-contractors or Government establishments.
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42.22
Facilities of the Contracting Authority and the Governments may be made available to
the Contractor for the performance of the work under the Contract.
42.23
The Contractor shall ensure that all pertinent rules and regulations of the relevant
Contracting Authority or Government facilities, which will be made available upon his request to the
appropriate authority, are observed.
42.24
Reserved.
42.25
Reserved.
Article 49, Disclosure and Use of Technical Information/Material (Sep 2001). (Applicable to all
purchase orders/subcontracts)
49.1
Project Foreground Information
49.1.1.
Project Foreground Information generated under this Contract shall be made available to the
participating Governments through the Contracting Authority and may be used by the participating
Governments without charge for defense purposes.
49.1.2
Notwithstanding the Contractor's title to Project Foreground Information as specified in
Article 22.5.1 the Contractor shall not grant licenses, disclose, transfer or sell any Project Foreground
Information outside the MEADS Program without the prior consent of the participating Governments.
Requests for such consent shall be submitted to the Contracting Authority for processing. In case of
termination of this Contract, the prior consent of the Governments for granting licenses, disclosure, transfer
or sale of any Project Foreground Information outside the MEADS Program will still be required.
49.1.3
The Contractor shall, immediately upon commencement of construction, acquisition or
allocation, place a mark on all such deliverable items, materials and things with a value exceeding 1000
USD, or attach a notice thereto, or where this is not possible make a record in the books of the Contractor,
as may be necessary to ensure they are readily identifiable if they are the property of the Contracting
Authority. The Contractor shall mark all the information generated under this Contract as "Project
Foreground Information". Specific "Project Background Information" will be marked properly, indicating
country of origin. Erroneous markings may be changed, subject to the Contracting Authority's approval.
49.2
Project Background Information
49.2.1
[Reserved ]
49.2.2
Project Background Information may be used by the Governments for this phase of the
Program only. The cost of the procurement of rights of use for defense purposes of Background
Information necessary or useful to perform the following phases of the MEADS Program will be included
in the relevant proposal for such phase.
49.2.3
Project Background Information will not be used, disclosed or transferred to third parties
without the consent of the owner of the information.
49.3
Patents
49.3.1
The Contractor holds title to Project Inventions in accordance with Article 22.5.1. Copy
of patent applications filed and patent granted shall be provided to the Governments through the
Contracting Authority. The Contractor shall grant the Governments a non-exclusive, irrevocable,
transferable, royalty free license to practice or have practiced any Project Invention by or on behalf of the
Participants throughout the world for defense purposes
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49.3.2
Patent applications which contain classified information shall be protected in accordance
with the requirements of "NATO Agreement for the Mutual Safeguarding of Secrecy for Inventions
Regulations to Defense and for which Applications for Patents" have been made, signed on 21 September
1960 and its implementing procedures.
49.3.3
Project Inventions shall be identified, marked and handled in accordance with Article 51
of this Contract. NATO Agreement on the "Communication of Technical Information for Defense
Purposes" (19 October 1970) shall apply as well as its implementing procedures (1 January 71).
49.3.4
The participating Governments hereby authorize and consent to all use and manufacture
of any invention described in and covered by a United States, Italian and German patent in the performance
of this Contract or any subcontract at any level. The Contractor shall include, and require inclusion of, this
clause, suitably modified to identify the parties, in all subcontracts at any level for supplies or services.
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