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Flowdowns for Prime Contract N66001-06-C-2021, CBMANET
Full Text Clauses
H-336 RIGHTS IN MASK WORKS (DEC 2002) (Applicable if you will be creating a mask work)
(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 the performance of the work under
the subcontract. The subcontractor shall not obtain rights in the subcontractor’s mask works as any part of the
consideration for awarding the subcontract,.
(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-359 LIMITED RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS INFORMATION (NOV
2003) (Applicable to all purchase orders and subcontracts)
(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), 252.227-7015(a)(4), and
252.227-7018(a)(19). It may also include computer software as that term is defined in DFARS §§ 252.227-7014(a)(4)
and 252.227-7018(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 or 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:
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(1) To other SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR
in handling and processing information and documents in the 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 cost-reimbursement 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 the 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 tasks described in paragraphs (c)(1) or
(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) If SPAWAR satisfies the conditions listed in paragraph (d), the contractor and its subcontractors agree to
indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including
attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized
modification, reproduction, release, display, or disclosure of confidential business information provided by the
contractor to the Government.
(g) 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.
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FAR Clauses
52.222-39, Notification of Employee Rights Concerning Payment of Union Dues or
Fees (Dec 2004). (Applicable to all purchase orders/subcontracts of $100,000 or more.)
52.227-1, Authorization and Consent (Jul 1995) – 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.
FAR 52.243-2 Changes - Cost Reimbursement (Aug 1987), ALT V (Apr 1984) - The
basic clause is already called out in Corpdocs, but Alternate V also applies if you are
performing research and development work under a cost reimbursable contract.
52.246-9, Inspection of Research and Development (Short Form) (Apr 1984)
Applicable if you are performing research and development work.
DFAR Clauses
252.204-7000, Disclosure of Information (Dec 1991) – Applicable for all purchase
orders / subcontracts.
252.223-7006, Prohibition on Storage and Disposal of Toxic and Hazardous
Materials (Apr 1993), Alternate I (Nov 1995). Applicable to all purchase orders and
subcontracts that require, may require, or permit you to treat or dispose of non-DoDowned toxic or hazardous materials as defined in the clause.
252.225-7006, Quarterly Reporting of Actual Contract Performance Outside the
United States (Jun 2005). Applicable for all purchase orders and subcontracts
exceeding $500,000, except for those for commercial items, construction, ores, natural
gases, utilities, petroleum products and crudes, timber (logs), or subsistence.
252.225-7012, Preference for Certain Domestic Commodities (Jun 2004). Applicable
for all purchase orders/subcontracts with deliverables.
252.225-7013, Duty-Free Entry (Jun 2005). (Applicable if purchase order/subcontract
is for: (i) Qualifying country components; or (ii) Nonqualifying country components for
which the duty is estimated to exceed $200 per unit.)
252.225-7025, Restriction on Acquisition of Forgings (Jun 2005). Applicable if your
delivery contains restricted forging items – ship propulsion shafts, periscope tubes or ring
forgings for bull gears.
252.225-7030, Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate
(Apr 2003). Applicable to all purchase orders and subcontracts for carbon, alloy, and
armor steel plate in Federal supply class 9515 or described by American Society for
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Testing Materials (ASTM) or American Iron and Steel Institute (AISI) specifications,
furnished as a deliverable item under the prime contract.
252.243-7002, Requests for Equitable Adjustment (Mar 1998). Applies to all
purchase orders/subcontracts over $100,000.
252.246-7000, Material Inspection and Receiving Report – (Mar 2003). Applicable
if direct shipments will be made to the Government.
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