[Federal Register Volume 60, Number 123 (Tuesday, June 27, 1995)]
[Proposed Rules]
[Pages 33163-33185]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-15536]



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NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

14 CFR Part 1274

RIN 2700-AC07


Cooperative Agreements with Commercial Firms

AGENCY: Office of Procurement, Contract Management Division, National 
Aeronautics and Space Administration.

ACTION: Proposed rule.

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SUMMARY: Current NASA regulations at 14 CFR part 1260 describe the use 
of cooperative agreements with educational institutions and non-profit 
organizations. The proposed regulation will establish the requirements 
for cooperative agreements with commercial firms.

DATES: Comments are due on or before August 28, 1995.

ADDRESSES: Headquarters, NASA, Washington, DC 20546, ATTN: CODE HK/MR. 
T. Deback. Comments on the paperwork burden should also be addressed to 
the Office of Information and Regulatory Affairs, Attention: Desk 
Officer for NASA, Washington, DC 20503.

FOR FURTHER INFORMATION CONTACT: Mr. T. Deback, (202) 358-0431.

SUPPLEMENTARY INFORMATION:

Background

    As a result of the National Performance Review, participation in 
ARPA's Technology Reinvestment Program, the High Performance Computing 
Initiative, and a strong sense within NASA that cooperative agreements 
with industry are an appropriate way to carry out certain assistance 
type activities, use of cooperative agreements is being increased. As 
part of this increase, cooperative agreements with industry are being 
utilized for the first time.

Regulatory Flexibility Act

    NASA certifies that this regulation will not have a significant 
economic effect on a substantial number of small entities under the 
Regulatory Flexibility Act (5 U.S.C. 601 et seq.).

Paperwork Reduction Act

    The information collection requirements in this proposed rule have 
been submitted to the Office of Management and Budget for review under 
44 U.S.C. 3504(h). NASA requires certain reporting and recordkeeping of 
commercial firms in order to determine eligibility for selection and 
compliance with the provisions of the cooperative agreements. The 
estimated total annual reporting and recordkeeping burden is 6680 
hours. The estimated average burden hours per response is 6 hours. The 
rule proposes annual reporting for patents, property, and technical 
results. Other reports are required at the conclusion of the agreement 
or the occurrence of other events. The estimated number of likely 
respondents is 175 firms submitting proposals per year resulting in the 
award of 50 cooperative agreements per year.

List of Subjects in 14 CFR Part 1274

    Grant programs, Business and industry.
Tom Luedtke,
Deputy Associate Administrator for Procurement.

    Accordingly, 14 CFR part 1274 is proposed to be added as follows.

PART 1274--COOPERATIVE AGREEMENTS WITH COMMERCIAL FIRMS

Subpart A--General

1274.101  Purpose.
1274.102  Definitions.
1274.103  Effect on other issuances.
1274.104  Deviations.
1274.105  Approval of Cooperative Agreement Notices (CANs) and 
cooperative agreements.

Subpart B--Pre-Award Requirements

1274.201  Purpose.
1274.202  Solicitations and proposals.
1274.203  Invention and patent rights.
1274.204  Evaluation and selection. [[Page 33164]] 
1274.205  Award procedures.
1274.206  Document format and numbering.
1274.207  Distribution of cooperative agreements.

Subpart C--Administration

1274.301  Delegation of administration.
1274.302  Transfers, novations, and change of name agreements.

Subpart D--Government Property

1274.401  Government property.

Subpart E--Procurement Standards

1274.501  Subcontracts.

Subpart F--Reports and Records

1274.601  Retention and access requirements for records.

Subpart G--Suspension or Revocation

1274.701  Suspension or revocation.

Subpart H--After-the-Award Requirements

1274.801  Purpose.
1274.802  Closeout procedures.
1274.803  Subsequent adjustments and continuing responsibilities.
Subpart I--Other Provisions and Special Conditions
1274.901  Other provisions and special conditions.
1274.902  Purpose (XXX 1995)
1274.903  Responsibilities (XXX 1995)
1274.904  Resource Sharing Requirements (XXX 1995)
1274.905  Rights in Data (XXX 1995)
1274.906  Designation of New Technology Representative and Patent 
Representative (XXX 1995)
1274.907  Disputes (XXX 1995)
1274.908  Milestone Payments (XXX 1995)
1274.909  Term of this Agreement (XXX 1995)
1274.910  Authority (XXX 1995)
1274.911  Patent Rights (XXX 1995)
1274.912  Patent Rights--Retention by the Contractor (Large 
Business) (XXX 1995)
1274.913  Patent Rights--Retention by the Contractor (Small 
Business) (XXX 1995)
1274.914  Requests for Waiver of Rights--Large Business (XXX 1995)
1274.915  Restrictions on Sale or Transfer of Technology to Foreign 
Firms or Institutions (XXX 1995)
1274.916  Liability and Risk of Loss (XXX 1995)
1274.917  Additional Funds (XXX 1995)
1274.918  Incremental Funding (XXX 1995)
1274.919  Cost Principles and Accounting Standards (XXX 1995)
1274.920  Responsibilities of the NASA Technical Officer (XXX 1995)
1274.921  Publications and Reports: Non-Proprietary Research Results 
(XXX 1995)
1274.922  Suspension or Revocation (XXX 1995)
1274.923  Equipment and Other Property (XXX 1995)
1274.924  Civil Rights (XXX 1995)
1274.925  Subcontracts (XXX 1995)
1274.926  Clean Air-Water Pollution Control Acts (XXX 1995)
1274.927  Debarment and Suspension and Drug-Free Workplace (XXX 
1995)
1274.928  Foreign National Employee Investigative Requirements (XXX 
1995)
1274.929  Restrictions on Lobbying (XXX 1995)
1274.930  Travel and Transportation (XXX 1995)
1274.931  Officials Not to Benefit (XXX 1995)
1274.932  Electronic Funds Transfer Payment Methods (XXX 1995)
1274.933  Retention and Examination of Records (XXX 1995)

Appendix A--Contract Provisions
Appendix B--Reports
Appendix C--Listing of Exhibits

    Authority: 31 U.S.C. 6301 to 6308; 42 U.S.C. 2451, et seq.

Subpart A--General


Sec. 1274.101  Purpose.

    This regulation establishes uniform administrative requirements for 
NASA cooperative agreements awarded to commercial firms. Cooperative 
agreements are ordinarily entered into with commercial firms to--
    (1) Support research and development,
    (2) Provide technology transfer from the Government to the 
recipient, or
    (3) Develop a capability among U.S. firms to potentially enhance 
U.S. competitiveness.
    (b) Award to foreign firms is not precluded; however, an award may 
not be made to a foreign government.


Sec. 1274.102  Definitions.

    Administrator. The Administrator or Deputy Administrator of NASA.
    Associate Administrator for Procurement. The head of the Office of 
Procurement, NASA Headquarters (Code H).
    Cash contributions. The recipient's cash outlay, including the 
outlay of money contributed to the recipient by third parties.
    Closeout. The process by which a NASA determines that all 
applicable administrative actions and all required work of the award 
have been completed by the recipient and NASA.
    Cooperative agreement. As defined by 31 U.S.C. 6305, cooperative 
agreements are financial assistance instruments used to stimulate or 
support activities for authorized purposes and in which the Government 
participates substantially in the performance of the effort. This 
regulation covers only cooperative agreements with commercial firms. 
Cooperative agreements with universities and non-profit organizations 
are covered by 14 CFR part 1260.
    Cost sharing or matching. That portion of project or program costs 
not borne by the Federal Government except that the recipient's 
contribution may be reimbursable under other Government awards as 
allowable IR&D costs pursuant to 48 CFR (NFS) 1831.205-18 (59 FR 22521, 
May 2, 1994).
    Date of completion. The date on which all work under an award is 
completed or the date on the award document, or any supplement or 
amendment thereto, on which NASA sponsorship ends.
    Days. Calendar days, unless otherwise indicated.
    Government furnished equipment. Equipment in the possession of, or 
acquired directly by, the Government and subsequently delivered, or 
otherwise made available, to a Recipient.
    Grant Officer. A Government employee who has been delegated the 
authority to negotiate, award, or administer grants or cooperative 
agreements.
    Incremental funding. A method of funding a cooperative agreement 
where the funds initially allotted to the cooperative agreement are 
less than the award amount. Additional funding is added as described in 
Sec. 1274.918.
    Recipient. An organization receiving financial assistance under a 
cooperative agreement to carry out a project or program. A recipient 
may be an individual firm, a consortium, a partnership, etc.
    Resource contribution. The total value of resources provided by 
either party to the cooperative agreement including both cash and in-
kind contributions.
    Revocation. The cancellation of NASA sponsorship, in whole or in 
part, under an agreement at any time prior to the date of completion.
    Support contractor means a NASA contractor performing part or all 
of the NASA responsibilities under a cooperative agreement.
    Suspension. An action by NASA that temporarily withdraws 
sponsorship under an award, pending corrective action by the recipient 
or pending a decision to revoke the award by NASA. Suspension of an 
award is a separate action from suspension under Federal agency 
regulations implementing E.O.'s 12549 and 12689, ``Debarment and 
Suspension.''
    Technical officer. The official of the cognizant NASA office who is 
responsible for monitoring the technical aspects of the work under a 
cooperative agreement.


Sec. 1274.103  Effect on other issuances.

    For awards subject to this regulation, all administrative 
requirements of codified program regulations, program manuals, 
handbooks and other nonregulatory materials which are 
[[Page 33165]] inconsistent with the requirements of this Regulation 
shall be superseded, except to the extent they are required by statute, 
or authorized in accordance with the deviations provision in 
Sec. 1274.104.
Sec. 1274.104  Deviations.

    (a) The Associate Administrator for Procurement may grant 
exceptions for classes of or individual cooperative agreements from the 
requirements of this Regulation when exceptions are not prohibited by 
statute.
    (b) Applicability. A deviation is required for any of the 
following:
    (1) When a prescribed provision set forth in this regulation for 
use verbatim is modified or omitted.
    (2) When a provision is set forth in this regulation, but not 
prescribed for use verbatim, and the installation substitutes a 
provision which is inconsistent with the intent, principle, and 
substance of the prescribed provision.
    (3) When a NASA form or other form is prescribed by this 
regulation, and that form is altered or another form is used in its 
place.
    (4) When limitations, imposed by this regulation upon the use of a 
provision, form, procedure, or any other action, are not adhered to.
    (c) Request for deviations. Requests for authority to deviate from 
this regulation will be forwarded to Headquarters, Program Operations 
Division (Code HS). Such requests, signed by the Procurement Officer, 
shall contain as a minimum:
    (1) A full description of the deviation and identification of the 
regulatory requirement from which a deviation is sought.
    (2) Detailed rationale for the request, including any pertinent 
background information.
    (3) The name of the recipient and identification of the cooperative 
agreement affected, including the dollar value.
    (4) A statement as to whether the deviation has been requested 
previously, and, if so, circumstances of the previous request(s).
    (5) A description of the intended effect of the deviation.
    (6) A copy of legal counsel's concurrence or comments.


Sec. 1274.105  Approval of Cooperative Agreement Notices (CANs) and 
cooperative agreements.

    (a) As soon as possible after the initial decision is made by 
program or procurement personnel to use the CAN process, the cognizant 
program office or procurement office, shall notify the Associate 
Administrator for Procurement (Code HS), of the intent to use a CAN in 
all cases where the total Government funds to be awarded in response to 
CAN proposals is expected to equal or exceed $10 million. All such 
notifications, as described below, shall be concurred in by the 
Procurement Officer. This requirement also applies in those cases where 
an unsolicited proposal is received and a decision is made to award a 
cooperative agreement in which the recipient (or one or more of a 
``team'' of recipients) is a commercial firm and the total Government 
funds are expected to equal or exceed $10 million.
    (b) The required notification is to be accomplished by sending an 
electronic mail (e-mail) message to the following address at NASA 
Headquarters: [email protected]. The notification must include 
the following information, as a minimum:
    (1) Identification of the cognizant center and program office,
    (2) Description of the proposed program for which proposals are to 
be solicited,
    (3) Rationale for decision to use a CAN rather than other types of 
solicitations,
    (4) The amount of Government funding to be available for awards,
    (5) Estimate of the number of cooperative agreements to be awarded 
as a result of the CAN,
    (6) The percentage of cost-sharing to be required, and
    (7) Tentative schedule for release of CAN and award of cooperative 
agreements
    (c) Code HS will respond by e-mail message to the sender, with a 
copy of the message to the Procurement Officer, within 5 working days 
of receipt of this initial notification. The response will address the 
following:
    (1) Whether Code HS agrees or disagrees with the appropriateness 
for using a CAN for the effort described,
    (2) Whether Code HS will require review and approval of the CAN 
before its issuance,
    (3) Whether Code HS will require review and approval of the 
selected offeror's cost sharing arrangement (e.g., cost sharing 
percentage; type of contribution (cash, labor, intellectual property, 
etc.)), and
    (4) Whether Code HS will require review and approval of the 
resulting cooperative agreement(s).
    (d) If a response from Code HS is not received within 5 working 
days of notification, the program office or center may proceed with 
release of the CAN and award of the cooperative agreements as 
described.

Subpart B--Pre-Award Requirements


Sec. 1274.201  Purpose.

    Sections 1274.202 through 1274.207 prescribe forms and instructions 
and addresses other pre-award matters.
Sec. 1274.202  Solicitations and proposals.

    (a) Consistent with 31 U.S.C. 6301(3), NASA uses competitive 
procedures to award cooperative agreements whenever possible. An award 
will normally be made as a result of a Cooperative Agreement Notice 
(CAN) which envisions a cooperative agreement as the award instrument. 
A Commerce Business Daily synopsis will be used to publicize the CAN.
    (b) Unsolicited proposals.
    (1) An award may be made as a result of an unsolicited proposal. 
The unsolicited proposal must evidence a unique and innovative idea or 
approach which is not the subject of a current or anticipated 
solicitation. When a cooperative agreement is awarded as a result of an 
unsolicited proposal, a Commerce Business Daily synopsis must be 
published to provide an opportunity for other firms/consortia to 
express an interest in the agreement unless the exception in 48 CFR 
(FAR) 5.202(a)(8) applies. Respondents should be given a minimum of 
thirty days to respond. If interest is expressed, a decision must be 
made to proceed with the award or to issue a solicitation for 
competitive proposals.
    (2) Prior to an award made as the result of an unsolicited 
proposal, the award must be approved by the Procurement Officer if 
NASA's total resource contribution is below $5 million. Center Director 
approval is required if NASA's total resource contribution is $5 
million or more. For Headquarters cooperative agreements, approval by 
the Associate Administrator for Procurement is required if NASA's total 
resource contribution is $5 million or more.
    (c) Cost and payment matters
    (1) The allowability of costs incurred by the recipient is 
determined in accordance with 48 CFR (FAR) Part 31, ``Contract Cost 
Principles and Procedures.''
    (2) Cost sharing. A substantial resource contribution on the part 
of the Recipient is required. The Recipient is expected to contribute 
at least 50% of the total resources required to accomplish the 
cooperative agreement. Recipient contributions may be in either cash or 
in-kind or both. In those cases in which a contribution of less than 
50% is anticipated from the Recipient, approval of the Associate 
Administrator for Procurement (Code HS) is required 
[[Page 33166]] prior to award. The request for approval should address 
the evaluation factor in the solicitation and how the proposal 
accomplishes those objectives to such a degree that a share ratio of 
less than 50% is warranted.
    (3) Fixed Funding. Cooperative agreements are funded by NASA in a 
fixed amount. Payments in fixed amounts will be made by NASA in 
accordance with ``Milestone Billings'' which are discussed in paragraph 
(c)(4) of this section. If the Recipient completes the final milestone, 
final payment is made, and NASA will have completed its financial 
responsibilities under the agreement. However, if the cooperative 
agreement is revoked prior to achievement of all milestones, NASA's 
funding will be limited to milestone payments already made plus NASA's 
share of costs incurred by the Recipient since the last milestone 
payment as reflected in the cost share agreement. In no event shall 
these additional costs or payment exceed the amount of the next payable 
milestone billing amount.
    (4) Milestone billings is the method of payment to the Recipient 
under cooperative agreements. Performance based milestones are used as 
the basis of establishing a set of verifiable milestones for payment 
purposes. Each milestone payment shall be established so that the 
Government payment is at the same share ratio as the cooperative 
agreement share ratio. If the Recipient is a consortium, the Articles 
of Collaboration is required to contain an extensive list of 
performance based milestones that the consortium has agreed to. 
Generally, payments should not be made more than once monthly; ideally, 
payments will be made about every 60 to 90 days but in all cases should 
be made on the basis of verifiable, significant events as opposed to 
the passage of time. The last payment milestone should be large enough 
to ensure that the Recipient completes its responsibilities under the 
cooperative agreement (or funds should be reserved for payment until 
after completion of the cooperative agreement). The Government 
technical officer must verify completion of each milestone to the 
Grants Officer as part of the payment process. If the Government's 
projected cash contribution to a cooperative agreement exceeds $5 
million, approval of the Milestone Payment clause, including the 
milestones and anticipated payments, by the Associate Administrator for 
Procurement (Code HS)is required prior to award. The request for 
approval should contain substantially the same information required by 
48 CFR (NFS) 1832.7006.
    (5) Incremental funding. Cooperative agreements with anticipated 
annual funding exceeding $5 million may be incrementally funded subject 
to the following:
    (i) Two increments per fiscal year are authorized. The second 
increment will be the balance of funding for the year.
    (ii) The incremental funding provision contained in Sec. 1274.918 
is included in the cooperative agreement.
    (6) Cost sharing. Cost sharing requirements on cooperative 
agreements with commercial firms are based on section 23 of the 
Attachment to OMB Circular A-110, November 23, 1993 (58 FR 62992, 
November 29, 1993). Only cash or cash equivalent resources are 
acceptable sources for the Recipient contribution to a cooperative 
agreement. This includes such items as purchased equipment, equipment, 
labor, office space, etc. The actual or imputed value of intellectual 
property such as patent rights, data rights, trade secrets, etc., are 
not acceptable as sources for the Recipient contribution.
    (7) Recipients shall not be paid a profit under cooperative 
agreements. Profit may be paid by the Recipient to subcontractors, if 
the subcontractor is not part of the offering team and the subcontract 
is an arms-length relationship.
    (8) The Recipient's resource share of the cooperative agreement may 
be allocated as part of its IR&D program in accordance with a class 
deviation pursuant to 48 CFR (NFS) 1831.205-18 (59 FR 22521, May 2, 
1994).
    (9) The CAN must provide a description of the non-cash Government 
contribution (personnel, equipment, facilities, etc.) as part of the 
Government's contribution to the cooperative agreement in addition to 
funding. The offeror may propose that additional non-monetary 
Government resources be provided under two conditions. First, the 
offeror is responsible for verifying the availability of the resources 
and their suitability for their intended purpose and, second, those 
resources are considered part of the Government contribution and paid 
for directly by the awarding organization.
    (d) Consortia as recipients.
    (1) The use of consortia as Recipients for cooperative agreements 
is encouraged. Consortia will tend to bring to a cooperative agreement 
a broader range of capabilities and resources. A consortium is a group 
of organizations that enter into an agreement to collaborate for the 
purposes of the cooperative agreement with NASA. The agreement to 
collaborate can take the form of a legal entity such as a partnership 
or joint venture but it is not necessary that such an entity be 
created. A consortium may be made up of firms which normally compete 
for commercial or Government business or may be made up of firms which 
perform complementary functions in a given industry. The inclusion of a 
non-profit or educational institutions, small businesses, or small 
disadvantaged businesses in the consortium could be particularly 
valuable in ensuring that the results of the consortium's activities 
are disseminated.
    (2) Key to the success of the cooperative agreement with a 
consortium is the consortium's Articles of Collaboration, which is a 
definitive description of the roles and responsibilities of the 
consortium's members. It should also address to the extent appropriate: 
commitments of financial, personnel, facilities and other resources, a 
detailed milestone chart of consortium activities, accounting 
requirements, subcontracting procedures, disputes, term of the 
agreement, insurance and liability issues, internal and external 
reporting requirements, management structure of the consortium, 
obligations of organizations withdrawing from the consortia, allocation 
of data and patent rights among the consortia members, agreements, if 
any, to share existing technology and data, the firm which is 
responsible for the completion of the consortium's responsibilities 
under the cooperative agreement and has the authority to commit the 
consortium and receive payments from NASA, employee policy issues, etc.
    (3) An outline of the Articles of Collaboration should be required 
as part of the proposal and evaluated during the source selection 
process.
    (e) Metric system of measurement. The Metric Conversion Act, as 
amended by the Omnibus Trade and Competitiveness Act (15 U.S.C. 205) 
declares that the metric system is the preferred measurement system for 
U.S. trade and commerce. NASA's policy with respect to the metric 
measurement system is stated in NMI 8010.2A, Use of the Metric System 
of Measurement in NASA Programs, dated June 11, 1991.


Sec. 1274.203  Invention and patent rights.

    (a) A cooperative agreement covers the disposition of rights 
relating to inventions and patents between NASA and the Recipient. If 
the Recipient is a consortium or partnership, rights flowing between 
multiple organizations in a consortium must be negotiated separately 
and formally documented, preferably in the Articles of Collaboration. 
[[Page 33167]] 
    (b) Patent rights clauses exist for Recipients of the Agreement 
whether they are:
    (1) other than small business or nonprofit organizations (generally 
referred to as large businesses) or
    (2) small businesses or nonprofit organizations. The clauses are 
required by statute and regulation.
    (c) There are five situations in which inventions may arise under a 
cooperative agreement: Recipient Inventions, Subcontractor Inventions, 
NASA Inventions, NASA Support Contractor Inventions, and Joint 
Inventions with Recipient.
    (d)(1) Recipient inventions.
    (i) A Recipient, if a large business, is subject to section 305 of 
the National Aeronautics and Space Act of 1958 (42 U.S.C. 2457) 
relating to property rights in inventions. The term ``invention'' 
includes any invention, discovery, improvement, or innovation. Title to 
an invention made under a cooperative agreement by a large business 
Recipient initially vests with NASA. The Recipient may request a waiver 
under the NASA Patent Waiver Regulations to obtain title to inventions 
made under the Agreement. Such a request may be made in advance of the 
Agreement (or 30 days thereafter) for all inventions made under the 
Agreement. Alternatively, requests may be made on a case-by-case basis 
any time an individual invention is made. Such waivers are liberally 
and expeditiously granted after review by NASA's Invention and 
Contribution Board and approval by NASA's General Counsel. When a 
waiver is granted, any inventions made in the performance of work under 
the Agreement are subject to certain reporting, election and filing 
requirements, a royalty-free license to the Government, march-in 
rights, and certain other reservations.
    (ii) A Recipient, if a small business or nonprofit organization, 
may elect to retain title to its inventions. The term ``nonprofit 
organization'' is defined in 35 U.S.C. 201(i) and includes universities 
and other institutions of higher education or an organization of the 
type described in section 501(c)(3) of the Internal Revenue Code. The 
Government obtains an irrevocable, nonexclusive, royalty-free license.
    (2) Subcontractor Inventions.
    (i) Large Business. If a Recipient enters a subcontract (or similar 
arrangement) with a large business organization for experimental, 
developmental, research, design or engineering work in support of the 
Agreement to be done in the United States, its possessions, or Puerto 
Rico, Subpart 305 of the Space Act applies. The clause applicable to 
large business organizations is to be used (suitably modified to 
identify the parties) in any subcontract. The subcontractor may request 
a waiver under the NASA Patent Waiver Regulations to obtain rights to 
inventions made under the subcontract just as a large business 
Recipient can (see paragraph (d)(1)(i) of this section). It is strongly 
recommended that a prospective large business subcontractor contact the 
NASA installation Patent Counsel or Intellectual Property Counsel to 
assure that the right procedures are followed. Just like the Recipient, 
any inventions made in the performance of work under the Agreement are 
subject to certain reporting, election and filing requirements, a 
royalty-free license to the Government, march-in rights, and certain 
other reservations.
    (ii) Non-profit organization or Small Business. In the event the 
Recipient enters into a subcontract (or similar arrangement) with a 
domestic nonprofit organization or a small business firm for 
experimental, developmental, or research work to be performed under the 
Agreement, the requirements of 35 U.S.C. 200 et seq. regarding ``Patent 
Rights in Inventions Made With Federal Assistance,'' apply. The 
subcontractor has the first option to elect title to any inventions 
made in the performance of work under the Agreement, subject to 
specific reporting, election and filing requirements, a royalty-free 
license to the Government, march-in rights, and certain other 
reservations that are specifically set forth.
    (iii) Work outside the United States. If the Recipient subcontracts 
for work to be done outside the United States, its possessions or 
Puerto Rico, the NASA installation Patent Counsel or Intellectual 
Property Counsel should be contacted for the proper patent rights 
clause to use and the procedures to follow.
    (iv) Notwithstanding the above, and in recognition of the 
Recipient's substantial contribution, the Recipient is authorized, 
subject to rights of NASA set forth elsewhere in the Agreement, to:
    (A) Acquire by negotiation and mutual agreement rights to a 
subcontractor's subject inventions as the Recipient may deem necessary, 
or
    (B) If unable to reach agreement pursuant to paragraph 
(d)(2)(iv)(A) of this section, request that NASA invoke exceptional 
circumstances as necessary pursuant to 37 CFR 401.3(a)(2) if the 
prospective subcontractor is a small business firm or nonprofit 
organization, or for all other organizations, request that such rights 
for the Recipient be included as an additional reservation in a waiver 
granted pursuant to 14 CFR 1245.1. The exercise of this exception does 
not change the flow down of the applicable patent rights clause to 
subcontractors. Applicable laws and regulations require that title to 
inventions made under a subcontract must initially reside in either the 
subcontractor or NASA, not the Recipient. This exception does not 
change that. The exception does authorize the Recipient to negotiate 
and reach mutual agreement with the subcontractor for the grant-back of 
rights. Such grant-back could be an option for an exclusive license or 
an assignment, depending on the circumstances.
    (3) NASA Inventions. NASA will use reasonable efforts to report 
inventions made by its employees as a consequence of, or which bear a 
direct relation to, the performance of specified NASA activities under 
an Agreement. Upon timely request, NASA will use its best efforts to 
grant Recipient first option to acquire either an exclusive or 
partially-exclusive, revocable, royalty-bearing license, on terms to be 
negotiated, for any patent applications and patents covering such 
inventions. This exclusive or partially-exclusive license to the 
Recipient will be subject to the retention of rights by or on behalf of 
the Government for Government purposes.
    (4) NASA Support Contractor Inventions. It is preferred that NASA 
support contractors be excluded from performing any of NASA's 
responsibilities under the Agreement since the rights obtained by a 
NASA support contractor could work against the rights needed by the 
Recipient. In the event NASA support contractors are tasked to work 
under the Agreement and inventions are made by support contractor 
employees, the support contractor will normally obtain rights in such 
inventions. However, if NASA has the right to acquire or has acquired 
title to such inventions, upon timely request, NASA will use its best 
efforts to grant Recipient first option to acquire either an exclusive 
or partially exclusive, revocable, royalty-bearing license, upon terms 
to be negotiated, for any patent applications and patents covering such 
inventions. This exclusive or partially-exclusive license to the 
Recipient will be subject to the retention of rights by or on behalf of 
the Government for Government purposes.
    (5) Joint Inventions.
    (i) NASA and the Recipient agree to use reasonable efforts to 
identify and report to each other any inventions made jointly between 
NASA employees (or employees of NASA support contractors) and employees 
of Recipient. For large businesses, the [[Page 33168]] Headquarters 
General Counsel may agree that the United States will refrain, for a 
specified period, from exercising its undivided interest in a manner 
inconsistent with Recipient's commercial interest. For small business 
firms and nonprofit organizations, the Associate General Counsel 
(Intellectual Property) may agree to assign or transfer whatever rights 
NASA may acquire in a subject invention from its employee to the 
Recipient as authorized by 35 U.S.C. 202(e). The grant officer 
negotiating the Agreement with small business firms and nonprofit 
organizations can agree, up front, that NASA will assign whatever 
rights it may acquire in a subject invention from its employee to the 
small business firm or nonprofit organization. Requests under this 
paragraph shall be made through the Center Patent Counsel.
    (ii) NASA support contractors may be joint inventors. If a NASA 
support contractor employee is a joint inventor with a NASA employee, 
the same provisions apply as those for NASA Support Contractor 
Inventions. The NASA support contractor will retain or obtain 
nonexclusive licenses to those inventions in which NASA obtains title. 
If a NASA support contractor employee is a joint inventor with a 
Recipient employee, the NASA support contractor and Recipient will 
become joint owners of those inventions in which they have elected to 
retain title or requested and have been granted waiver of title. Where 
the NASA support contractor has not elected to retain title or has not 
been granted waiver of title, NASA will jointly own the invention with 
the Recipient.
    (e) Licenses to Recipient(s).
    (1) Any exclusive or partially exclusive commercial licenses are to 
be royalty-bearing consistent with Government-wide policy in licensing 
its inventions. It also provides an opportunity for royalty-sharing 
with the employee-inventor, consistent with Government-wide policy 
under the Federal Technology Transfer Act.
    (2) Upon application in compliance with 37 CFR part 404--Licensing 
of Government Owned Inventions, all Recipients shall be granted a 
revocable, nonexclusive, royalty-free license in each patent 
application filed in any country on a subject invention and any 
resulting patent in which the Government obtains title. Because 
cooperative agreements are cost sharing cooperative arrangements with a 
purpose of benefiting the public by improving the competitiveness of 
the Recipient and the Government receives an irrevocable, nonexclusive, 
royalty-free license in each Recipient subject invention, it is only 
equitable that the Recipient receive, at a minimum, a revocable, 
nonexclusive, royalty-free license in NASA inventions and NASA 
contractor inventions where NASA has acquired title.
    (3) Notice Requirements. Once a Recipient has exercised its option 
to apply for an exclusive or partially exclusive license, a notice, 
identifying the invention and the Recipient, is published in the 
Federal Register, providing the public opportunity for filing written 
objections for 60 days.
    (f) Preference for United States Manufacture. Despite any other 
provision, the Recipient agrees that any products embodying subject 
inventions or produced through the use of subject inventions shall be 
manufactured substantially in the United States. The intent of this 
provision is to support manufacturing jobs in the United States 
regardless of the status of the Recipient as a domestic or foreign 
controlled company. However, in individual cases, the requirement to 
manufacture substantially in the United States, may be waived by the 
Associate Administrator for Procurement (Code HS) upon a showing by the 
Recipient that under the circumstances domestic manufacture is not 
commercially feasible.
    (g) Space Act Agreements. Invention and patent rights in 
cooperative agreements must comply with statutory and regulatory 
provisions. Where circumstances permit, a Space Act Agreement is 
available as an alternative instrument which can be more flexible in 
the area of invention and patent rights.
    (h) Data Rights. Data rights provisions can and should be tailored 
to best achieve the needs and objectives of the respective parties 
concerned.
    (1) The data rights clause at Sec. 1274.905 assumes a substantially 
equal cost sharing relationship where collaborative research, 
experimental, developmental, engineering, demonstration, or design 
activities are to be carried out, such that it is likely that 
``proprietary'' information will be developed and/or exchanged under 
the agreement. If cost sharing is unequal or no extensive research, 
experimental, developmental, engineering, demonstration, or design 
activities are likely, a different set of clauses may be appropriate.
    (2) The primary question that must be answered when developing data 
clauses is what does each party need or intend to do with the data 
developed under the agreement. Accordingly, the data rights clauses may 
be tailored to fit the circumstances. Where conflicting goals of the 
parties result in incompatible data provisions, grant officers for the 
Government must recognize that private companies entering into 
cooperative agreements bring resources to that relationship and must be 
allowed to reap an appropriate benefit for the expenditure of those 
resources. However, since serving a public purpose is a major objective 
of a cooperative agreement, care must be exercised to ensure the 
Recipient is not established as a long term sole source supplier of an 
item or service and is not in a position to take unfair advantage of 
the results of the cooperative agreement. Therefore, a reasonable time 
period (two to seven years depending on the technology) should be 
established after which the data rights will be made public.
    (3) Data can be generated from different sources and can have 
various restrictions placed on its dissemination. Recipient data 
furnished to NASA can exist prior to, or be produced outside of, the 
agreement or be produced under the agreement. NASA can also produce 
data in carrying out its responsibilities under the agreement. Each of 
these areas need to be covered.
    (4) For data, including software, first produced by the Recipient 
under the agreement, the Recipient may assert copyright. Data exchanged 
with a notice showing that the data is protected by copyright must 
include appropriate licenses in order for NASA to use the data as 
needed.
    (5) Recognizing that the dissemination of the results of NASA's 
activities is a primary objective of a cooperative agreement, the 
parties should specifically delineate what results will be published 
and under what conditions. This should be set forth in the clause of 
the cooperative agreement entitled ``Publication and Reports.'' Any 
such agreement on the publication of results should be stated to take 
precedence over any other clause in the cooperative agreement.
    (6) In accordance with section 303(b) of the Space Act, any data 
first produced by NASA under the agreement which embodies trade secrets 
or financial information that would be privileged or confidential if it 
had been obtained from a private participant, will be marked with an 
appropriate legend and maintained in confidence for an agreed to period 
of up to five years (the maximum allowed by law). This does not apply 
to data other than that for which there has been agreement regarding 
publication or distribution. Also, NASA itself may use the marked data 
(under suitable protective conditions) for agreed-to purposes. 
[[Page 33169]] 


Sec. 1274.204  Evaluation and selection.

    (a) A single technical evaluation factor is typically used for 
CANs. That evaluation factor may be one of the following: providing 
research and development or technology transfer, enhancing U.S. 
competitiveness, or developing a capability among U.S. firms. Award to 
foreign firms is not precluded if the evaluation factor is satisfied. 
Subfactors could include such things as fostering U.S. leadership, 
potential to advance technologies anticipated to enhance U.S. 
competitiveness, timeliness of proposed accomplishments, private sector 
commitment to commercialization, identification of specific potential 
commercial markets, appropriateness of business risk, potential for 
broad impact on the U.S. technology and knowledge base, level of 
commitment (contribution of private resources to the project), 
appropriateness of team member participation and relationships, 
appropriateness of management planning, relevant experience, 
qualifications and depth of management and technical staff, quality and 
appropriateness of resources committed to the project, performance 
bench marks, technical approach, business approach/resource sharing, 
past performance, the articles of collaboration, etc.
    (b) Technical evaluation.
    (1) The technical officer will evaluate proposals in accordance 
with the criteria in the CAN. Proposals selected for award will be 
supported by documentation as described in paragraph (c)(1) of this 
section. When evaluation results in a proposal not being selected, the 
proposer will be notified in accordance with the CAN.
    (2) The technical evaluation of proposals may include peer reviews. 
Since the business sense of a cooperative agreement proposal is 
critical to its success, NASA should reserve the right to utilize 
appropriate outside evaluators to assist in the evaluation of such 
proposal elements as the business base projections, the market for 
proposed products, and/or the impact of anticipated product price 
reductions. The use of outside evaluators shall be approved in 
accordance with 48 CFR (NFS) 1815.413-2(c)(2). It is strongly 
recommended that a numerical scoring system be established to rank 
proposals.
    (3) Unsolicited proposals. Evaluation of unsolicited proposals must 
consider whether: the subject of the proposal is available to NASA from 
another source without restriction; the proposal closely resembles a 
pending competitive acquisition; and the research proposed demonstrates 
an innovative and unique method, approach, or concept. Organizations 
submitting unaccepted proposals will be notified in writing.
    (c) Documentation requirements. For proposals selected for award, 
the technical officer will prepare and furnish to the grant officer the 
following documentation:
    (1) For a competitively selected proposal, a signed selection 
statement and technical evaluation based on the evaluation criteria 
stated in the solicitation.
    (2) For an unsolicited proposal, a justification for acceptance of 
an unsolicited proposal (JAUP) prepared by the cognizant technical 
office. The JAUP shall be submitted for the approval of the grant 
officer after review and concurrence at a level above the technical 
officer. The evaluator shall consider the following factors, in 
addition to any others appropriate for the particular proposal:
    (i) Unique and innovative methods, approaches or concepts 
demonstrated by the proposal.
    (ii) Overall scientific or technical merits of the proposal.
    (iii) The offeror's capabilities, related experience, facilities, 
techniques, or unique combinations of these which are integral factors 
for achieving the proposal objectives.
    (iv) The qualifications, capabilities, and experience of the 
proposed key personnel who are critical in achieving the proposal 
objectives.
    (v) Current, open solicitations under which the unsolicited 
proposal could be evaluated.
    (d) Cost evaluation.
    (1) The grant officer and technical team will determine whether the 
overall proposed cost of the project is reasonable and that the 
Recipient's contribution is valid, verifiable, and available. 
Commitments should be obtained and verified to the extent practical 
from the offeror or members of the consortia that the proposed 
contributions can and will be made as specified in the proposal or 
statement of work.
    (i) If the Recipient's verified share on a cooperative agreement 
equals or exceeds 50% of the total cost of the agreement and the total 
value of the agreement is less than $5 million, the cost evaluation of 
the offeror's proposal should focus on the overall reasonableness and 
timing of the proposer's contribution. Cost and pricing data should not 
normally be required.
    (ii) If the Recipient's share is projected to be less than 50% or 
the total value of the agreement is more than $5 million, a more in-
depth analysis of the proposed costs should be undertaken. Cost and 
pricing data should be required although certification is not required. 
An analysis consistent with 48 CFR (FAR) 15.805-3 through 15.805-5 
should be performed.
    (e) If the cooperative agreement is to be awarded to a consortium, 
a completed, formally executed Articles of Collaboration is required 
prior to award.
    (f) Printing, binding, and duplicating. Proposals for effort which 
involve printing, binding, and duplicating in excess of 25,000 pages 
are subject to the regulations of the Congressional Joint Committee on 
Printing. The technical office will refer such proposals to the 
Installation Central Printing Management Officer (ICPMO) to ensure 
compliance with NMI 1490.1. The grant officer will be advised in 
writing of the results of the ICPMO review.


Sec. 1274.205  Award procedures.

    (a) General. Multiple year cooperative agreements are encouraged, 
but normally they should not extend beyond two years.
    (b) Award above proposed amount. Awards of cooperative agreements 
in response to competitive solicitations will not result in providing 
more NASA funds or resources than was anticipated in the Recipient's 
proposal. If additional funds or resources are deemed necessary, they 
will be provided by the Recipient and the Government cost share will be 
adjusted downward.
    (c) Changes to cooperative agreements. Cost growth or in-scope 
changes shall not increase the amount of NASA's contribution. 
Additional costs which arise during the performance of the cooperative 
agreement are the responsibility of the Recipient. Funding for work 
required beyond the scope of the cooperative agreement must be sought 
through the submission of a proposal which will be treated as an 
unsolicited proposal.
    (d) Bilateral award. All cooperative agreements awarded under this 
regulation will be awarded on a bilateral basis.
    (e) Certifications and representations. (1) Unless prohibited by 
statute or codified regulation, Recipients will be encouraged to submit 
certifications and representations required by statute, executive 
order, or regulation on an annual basis, if the Recipients have ongoing 
and continuing relationships with the agency. Annual certifications and 
representations shall be signed by responsible officials with the 
authority to ensure Recipients' compliance with the pertinent 
requirements. [[Page 33170]] 
    (2) Civil rights requirements--nondiscrimination in certain 
Federally-funded programs. Recipients must furnish assurances of 
compliance with civil rights statutes specified in 14 CFR parts 1250 
through 1252. Such assurances are not required for each cooperative 
agreement, if they have previously been furnished and remain current 
and accurate. Certifications to NASA are normally made on NASA Form 
1206, which may be obtained from the grant officer. Upon acceptance, 
the grant officer will forward assurances to the NASA Office of Equal 
Opportunity Programs for recording and retention purposes.
    (3) NASA cooperative agreements are subject to the provisions of 14 
CFR part 1265, Governmentwide Debarment and Suspension (Nonprocurement) 
and Governmentwide requirements for Drug-Free Workplace (Grants), 
unless excepted by Secs. 1265.110 1265.610.
    (4) Lobbying Certification. A Lobbying Certification in accordance 
with 14 CFR part 1271 will be obtained prior to award.
    (f) Indemnification under Pub. L. 85-804 is not authorized for 
cooperative agreements.


Sec. 1274.206  Document format and numbering.

    (a) Formats. Grant officers are authorized to use the format in 
Exhibit A of Appendix C to this part 1274 for the award of all 
cooperative agreements. Computer-generated versions and omission of 
inapplicable items are allowed.
    (b) Cooperative agreement numbering. The identification numbering 
system for all cooperative agreements shall conform to 48 CFR (NFS) 
1804.7102-3, except that a NCC prefix will be used in lieu of the NAS 
prefix.


Sec. 1274.207  Distribution of cooperative agreements.

    Copies of cooperative agreements and modifications will be provided 
to: Payment office, technical officer, administrative grant officer 
when delegation has been made, NASA Center for Aerospace Information 
(CASI), Attn: Document Processing Subpart, 800 Elkridge Landing Road, 
Linthicum Heights, Maryland 21090-2934, and any other appropriate 
recipient. Copies of the statement of work, contained in the 
Recipient's proposal and accepted by NASA, will be provided to the 
administrative grant officer and CASI. The cooperative agreement file 
will contain a record of the addresses for distributing agreements and 
supplements.

Subpart C--Administration


Sec. 1274.301  Delegation of administration.

    Normally, cooperative agreements will be administered by the 
awarding activity.


Sec. 1274.302  Transfers, novations, and change of name agreements.

    (a) Transfer of cooperative agreements. Novation is the only means 
by which a cooperative agreement may be transferred from one Recipient 
to another.
    (b) Novation and change of name. All novation agreements and change 
of name agreements of the Recipient, prior to execution, shall be 
reviewed by NASA legal counsel for legal sufficiency prior to approval.

Subpart D--Government Property
Sec. 1274.401  Government property.

    The accomplishment of a cooperative agreement may require the 
purchase of equipment for a wide range of purposes. If this equipment 
is purchased with Government funds, i.e., as part of the Government 
contribution to the cooperative agreement, it becomes Government 
property and must be disposed of in accordance with 48 CFR (FAR) Part 
45 at the conclusion of the cooperative agreement. In some cases, this 
may meet the needs of the parties. If, however, the Recipient may need 
the equipment to continue commercial efforts following the cooperative 
agreement, it should be purchased by the Recipient and included as an 
in-kind contribution of the Recipient. In this way, it is not procured, 
not even in part, with Government funds and the Government acquires no 
ownership interest. Procurement by the Recipient may be before or 
during the performance of the cooperative agreement.

Subpart E--Procurement Standards


Sec. 1274.501  Subcontracts.

    All contracts, including small purchases, awarded by Recipients and 
their contractors shall contain the procurement provisions of Appendix 
A to this part, as applicable.

Subpart F--Reports and Records


Sec. 1274.601  Retention and access requirements for records.

    (a) This Subpart sets forth requirements for record retention and 
access to records for awards to Recipients.
    (b) Financial records, supporting documents, statistical records, 
and all other records pertinent to an award shall be retained for a 
period of three years from the date of submission of the final invoice. 
The only exceptions are the following:
    (1) If any litigation, claim, or audit is started before the 
expiration of the 3-year period, the records shall be retained until 
all litigation, claims or audit findings involving the records have 
been resolved and final action taken.
    (2) Records for real property and equipment acquired with Federal 
funds shall be retained for 3 years after final disposition.
    (3) When records are transferred to or maintained by NASA, the 3-
year retention requirement is not applicable to the Recipient.
    (4) Indirect cost rate proposals, cost allocations plans, etc. as 
specified in paragraph (g) of this section.
    (c) Copies of original records may be substituted for the original 
records if authorized by NASA.
    (d) NASA shall request transfer of certain records to its custody 
from Recipients when it determines that the records possess long term 
retention value. However, in order to avoid duplicate record keeping, 
NASA may make arrangements for Recipients to retain any records that 
are continuously needed for joint use.
    (e) NASA, the Inspector General, Comptroller General of the United 
States, or any of their duly authorized representatives, have the right 
of timely and unrestricted access to any books, documents, papers, or 
other records of Recipients that are pertinent to the awards, in order 
to make audits, examinations, excerpts, transcripts and copies of such 
documents. This right also includes timely and reasonable access to a 
Recipient's personnel for the purpose of interview and discussion 
related to such documents. The rights of access in this paragraph are 
not limited to the required retention period, but shall last as long as 
records are retained.
    (f) Unless required by statute, NASA shall not place restrictions 
on Recipients that limit public access to the records of Recipients 
that are pertinent to an award, except when NASA can demonstrate that 
such records shall be kept confidential and would have been exempted 
from disclosure pursuant to the Freedom of Information Act (5 U.S.C. 
552) if the records had belonged to NASA.
    (g) Indirect cost rate proposals, cost allocations plans, etc. This 
paragraph applies to the following types of documents, and their 
supporting records: indirect cost rate computations or proposals, cost 
allocation plans, and any similar accounting computations of 
[[Page 33171]] the rate at which a particular group of costs is 
chargeable (such as computer usage chargeback rates or composite fringe 
benefit rates).
    (1) If submitted for negotiation. If the Recipient submits to NASA 
or the subrecipient submits to the Recipient the proposal, plan, or 
other computation to form the basis for negotiation of the rate, then 
the 3-year retention period for its supporting records starts on the 
date of such submission.
    (2) If not submitted for negotiation. If the Recipient is not 
required to submit to NASA or the subrecipient is not required to 
submit to the Recipient the proposal, plan, or other computation for 
negotiation purposes, then the 3-year retention period for the 
proposal, plan, or other computation and its supporting records starts 
at the end of the fiscal year (or other accounting period) covered by 
the proposal, plan, or other computation.

Subpart G--Suspension or Revocation


Sec. 1274.701  Suspension or revocation.

    A cooperative agreement provides both NASA and the Recipient the 
ability to revoke the agreement if it is in their best interests to do 
so. For example, NASA may revoke the agreement if the Recipient is not 
making anticipated technical progress or if the Recipient materially 
fails to comply with the terms of the agreement. Similarly, the 
Recipient may revoke the agreement if technical progress is not being 
made, if the firms are shifting their technical emphasis, or if other 
technological advances have made the effort obsolete. NASA may also 
suspend the cooperative agreement for a short period of time if an 
assessment needs to be made as to whether the agreement should be 
revoked or not.

Subpart H--After-the-Award Requirements


Sec. 1274.801  Purpose.

    Sections 1274.802 and 1274.803 contain closeout procedures and 
other procedures for subsequent disallowances and adjustments.
Sec. 1274.802  Closeout procedures.

    (a) Recipients shall submit, within 90 calendar days after the date 
of completion of the cooperative agreement, all financial, performance, 
and other reports as required by the terms and conditions of the award. 
Extensions may be approved when requested by the Recipient.
    (b) The Recipient shall account for any real and personal property 
acquired with Federal funds or received from the Federal Government in 
accordance with Subpart D of this part.


Sec. 1274.803  Subsequent adjustments and continuing responsibilities.

    The closeout of an award does not affect any of the following:
    (a) Audit requirements in Sec. 1274.933.
    (b) Property management requirements in subpart D of this part.
    (c) Records retention as required in Sec. 1274.601.

Subpart I--Other Provisions and Special Conditions


Sec. 1274.901  Other provisions and special conditions.

    The provisions set forth in this subpart are to be incorporated in 
and made a part of all cooperative agreements. The provisions at 
Secs. 1274.902 through 1274.909 are to be incorporated in full text 
substantially as stated in this regulation. The provisions at 
Secs. 1274.910 through 1274.933 will be incorporated by reference in an 
enclosure to each cooperative agreement (see Exhibit A as listed in 
Appendix C to this part). For inclusion of provisions in subcontracts, 
see Subpart E--Procurement Standards of this part.


Sec. 1274.902  Purpose (XXX 1995)

    The purpose of this cooperative agreement is to conduct a shared 
resource project that will lead to ____________. This cooperative 
agreement will advance the technology developments and research which 
have been performed on ____________. The specific objective is to 
____________. This work will culminate in ____________.


Sec. 1274.903  Responsibilities (XXX 1995).

    (a) This cooperative agreement will include substantial NASA 
participation during performance of the effort. NASA and the Recipient 
agree to the following Responsibilities, a statement of cooperative 
interactions to occur during the performance of this effort. NASA and 
the Recipient shall exert all reasonable efforts to fulfill the 
responsibilities stated below.
    (b) NASA Responsibilities. Since NASA contractors may obtain 
certain intellectual property rights arising from work for NASA in 
support of this agreement, NASA will inform Recipient whenever NASA 
intends to use NASA contractors to perform technical engineering 
services in support of this agreement. The following responsibilities 
are hereby set forth with anticipated start and ending dates, as 
appropriate:

------------------------------------------------------------------------
     Responsibility               Start                     End         
------------------------------------------------------------------------
                                                                        
------------------------------------------------------------------------

    (c) Recipient Responsibilities. The Recipient shall be responsible 
for particular aspects of project performance as set forth in the 
technical proposal dated ____________, attached hereto (or Statement of 
Work dated ____________, attached hereto.) The following 
responsibilities are hereby set forth with anticipated start and ending 
dates, as appropriate:

------------------------------------------------------------------------
     Responsibility               Start                     End         
------------------------------------------------------------------------
                                                                        
------------------------------------------------------------------------

Sec. 1274.904  Resource Sharing Requirements (XXX 1995).

    (a) NASA and the Recipient will share in providing the resources 
necessary to perform the agreement. NASA funding and non-cash 
contributions (personnel, equipment, facilities, etc.) and the dollar 
value of the Recipient's cash and/or in-kind contribution will be on a 
________ (NASA)-________ (Recipient) basis. Criteria and procedures for 
the allowability and allocability of cash and in-kind contributions 
shall be governed by Section 23, ``Cost Sharing or Matching,'' of the 
Attachment to OMB Circular A-110 (58 FR 62992, November 29, 1993). The 
``applicable federal cost principles'' cited in OMB Circular A-110 are 
48 CFR (FAR) Part 31, entitled ``Contract Cost Principles and 
Procedures.''
    (b) The Recipient's share shall not be charged to the Government 
under this agreement or under any other contract, grant, or cooperative 
agreement, except that the Recipient's contribution may be considered 
as allowable IR&D costs pursuant to 48 CFR (NFS) 1831.205-18.


Sec. 1274.905  Rights in Data (XXX 1995)

(a) Definitions.
    Data means recorded information, regardless of form, the media on 
which it may be recorded, or the method of recording. The term 
includes, but is not limited to, data of a scientific or technical 
nature, computer software and documentation thereof, and data 
comprising commercial and financial information.
(b) Data Categories.
    (1) General: Data exchanged between NASA and Recipient under this 
cooperative agreement will be exchanged without restriction as to its 
disclosure, use or duplication except as otherwise provided below in 
this provision. [[Page 33172]] 
    (2) Background Data: In the event it is necessary for Recipient to 
furnish NASA with Data which existed prior to, or produced outside of, 
this cooperative agreement, and such Data embodies trade secrets or 
comprises commercial or financial information which is privileged or 
confidential, and such Data is so identified with a suitable notice or 
legend, the Data will be maintained in confidence and disclosed and 
used by NASA and its contractors (under suitable protective conditions) 
only for the purpose of carrying out NASA's responsibilities under this 
cooperative agreement. Upon completion of activities under this 
agreement, such Data will be disposed of as requested by Recipient.
    (3) Data first produced by Recipient: In the event Data first 
produced by Recipient in carrying out Recipient's responsibilities 
under this cooperative agreement is furnished to NASA, and Recipient 
considers such Data to embody trade secrets or to comprise commercial 
or financial information which is privileged or confidential, and such 
Data is so identified with a suitable notice or legend, the Data will 
be maintained in confidence and disclosed and used by [``NASA'' or 
``the Government,'' as appropriate] and its contractors (under suitable 
protective conditions) only for [insert appropriate purpose; for 
example: experimental; evaluation; research; development, etc.] by or 
on behalf of [``NASA'' or ``the Government'' as appropriate]. In order 
that [``NASA'' or the ``Government'', as appropriate] and its 
contractors may exercise the right to use such Data for the purposes 
designated above, NASA, upon request to the Recipient, shall have the 
right to review and request delivery of Data first produced by 
Recipient. Delivery shall be made within a time period specified by 
NASA.
    (4) Data first produced by NASA: As to Data first produced by NASA 
in carrying out NASA's responsibilities under this cooperative 
agreement and which Data would embody trade secrets or would comprise 
commercial or financial information that is privileged or confidential 
if obtained from the Recipient, such Data will, to the extent permitted 
by law, be appropriately marked with a notice or legend and maintained 
in confidence for a period of (  ) years [INSERT A PERIOD UP TO 5 
YEARS] after development of the information, with the express 
understanding that during the aforesaid period such Data may be 
disclosed and used (under suitable protective conditions) by or on 
behalf of the Government for Government purposes only, and thereafter 
for any purpose whatsoever without restriction on disclosure and use. 
Recipient agrees not to disclose such Data to any third party without 
NASA's written approval until the aforementioned restricted period 
expires.
    (5) Copyright. In the event Data is exchanged with a notice 
indicating the Data is protected under copyright as a published 
copyrighted work, or are deposited for registration as a published work 
in the U.S. Copyright Office, the following paid-up licenses shall 
apply:
    (i) If it is indicated on the Data that the Data existed prior to, 
or was produced outside of, this agreement, the receiving party and 
others acting on its behalf, may reproduce, distribute, and prepare 
derivative works for the purpose of carrying out the receiving party's 
responsibilities under this cooperative agreement; and
    (ii) If the furnished Data does not contain the indication of 
paragraph (b)(5)(i) of this section, it will be assumed that the Data 
was first produced under this agreement, and the receiving party and 
others acting on its behalf, shall be granted a paid up, nonexclusive, 
irrevocable, world-wide license for all such Data to reproduce, 
distribute copies to the public, prepare derivative works, distribute 
copies to the public, and perform publicly and display publicly, by or 
on behalf of the receiving party. For Data that is computer software, 
the right to distribute shall be limited to potential users in the 
United States. When claim is made to copyright, the Recipient shall 
affix the applicable copyright notice of 17 U.S.C. 401 or 402 and 
acknowledgment of Government sponsorship to the data when and if the 
data are delivered to the Government.
    (6) Oral and visual information. If information which the Recipient 
considers to embody trade secrets or to comprise commercial or 
financial information which is privileged or confidential is disclosed 
orally or visually to NASA, such information must be reduced to 
tangible, recorded form (i.e., converted into Data as defined herein), 
identified and marked with a suitable notice or legend, and furnished 
to NASA within 10 days after such oral or visual disclosure, or NASA 
shall have no duty to limit or restrict, and shall not incur any 
liability for, any disclosure and use of such information.
    (7) Disclaimer of Liability. Notwithstanding the above, NASA shall 
not be restricted in, nor incur any liability for, the disclosure and 
use of:
    (i) Data not identified with a suitable notice or legend as set in 
paragraph (b)(2) of this section; nor
    (ii) Information contained in any Data for which disclosure and use 
is restricted under paragraphs (b)(2) or (3) of this section, if such 
information is or becomes generally known without breach of the above, 
is known to or is generated by NASA independently of carrying out 
responsibilities under this agreement, is rightfully received from a 
third party without restriction, or is included in data which 
Participant has, or is required to furnish to the U.S. Government 
without restriction on disclosure and use.
    (c) Marking of Data. Any Data delivered under this cooperative 
agreement, by NASA or the Recipient, shall be marked with a suitable 
notice or legend indicating the data was generated under this 
cooperative agreement.
    (d) Lower Tier Agreements. The Recipient shall include this 
provision, suitably modified to identify the parties, in all 
subcontracts or lower tier agreements, regardless of tier, for 
experimental, developmental, or research work.


Sec. 1274.906  Designation of New Technology Representative and Patent 
Representative (XXX 1995).

    (a) For purposes of administration of the clause of this 
cooperative agreement entitled ``PATENT RIGHTS--RETENTION BY THE 
CONTRACTOR (LARGE BUSINESS)'' or ``PATENT RIGHTS--RETENTION BY THE 
CONTRACTOR (SMALL BUSINESS)'' the following named representatives are 
hereby designated by the Grant Officer to administer such clause:

------------------------------------------------------------------------
         Title                 Office code                Address       
------------------------------------------------------------------------
--                                                                      
New Technology                                                          
Representative                                                          
Patent                                                                  
Representative                                                          
------------------------------------------------------------------------

    (b) Reports of reportable items, and disclosure of subject 
inventions, interim reports, final reports, utilization reports, and 
other reports required by the clause, as well as any correspondence 
with respect to such matters, should be directed to the New Technology 
Representative unless transmitted in response to correspondence or 
request from the Patent Representative. Inquiries or requests regarding 
disposition of rights, election of rights, or related matters should be 
directed to the Patent Representative. This clause shall be included in 
any subcontract hereunder requiring ``PATENT RIGHTS--RETENTION BY THE 
CONTRACTOR (LARGE BUSINESS)'' [[Page 33173]] clause or ``PATENT 
RIGHTS--RETENTION BY THE CONTRACTOR (SMALL BUSINESS)'' clause, unless 
otherwise authorized or directed by the Grant Officer. The respective 
responsibilities and authorities of the above-named representatives are 
set forth in 48 CFR (NFS) 1827.375-3.


Sec. 1274.907  Disputes (XXX 1995).

    (a) The parties to this agreement shall communicate with one 
another in good faith and in a timely and cooperative manner when 
raising issues under this provision.
    (b) Any dispute, which for the purposes of this provision includes 
any disagreement or claim, between NASA and the Recipient concerning 
questions of fact or law arising from or in connection with this 
agreement and whether or not involving alleged breach of this 
agreement, may be raised only under this provision.
    (c) Whenever a dispute arises, the parties shall attempt to resolve 
the issues involved by discussion and mutual agreement as soon as 
practicable. In no event shall a dispute which arose more than three 
(3) months prior to the notification made under the following paragraph 
of this provision constitute the basis for relief under this article 
unless NASA waives this requirement.
    (d) Failing resolution by mutual agreement, the aggrieved party 
shall document the dispute by notifying the other party in writing of 
the relevant facts, identify unresolved issues, and specify the 
clarification or remedy sought. Within five (5) working days after 
providing written notice to the other party, the aggrieved party may, 
in writing, request a decision by ______________ [Suggest this be the 
Center Director], the Dispute Resolution Official. The other party 
shall submit a written position on the matters in dispute within thirty 
(30) calendar days after being notified that a decision has been 
requested. The dispute resolution official shall conduct a review of 
the matters in dispute and render a decision in writing within thirty 
(30) calendar days of receipt of such written position. Such resolution 
is not subject to further administrative review and, to the extent 
permitted by law, shall be final and binding.


Sec. 1274.908  Milestone Payments (XXX 1995)

    (a) By submission of the first invoice, the Recipient is certifying 
that it has an established accounting system which complies with 
generally accepted accounting principles, with the requirements of this 
agreement, and that appropriate arrangements have been made for 
receiving, distributing, and accounting for Federal funds received 
under this agreement.
    (b) Payments will be made upon the following milestones: [The 
schedule for obligation may be based upon the Recipient's completion of 
specific tasks, submission of specified reports, or whatever is 
appropriate.]

------------------------------------------------------------------------
          Date              Payment milestone             Amount        
------------------------------------------------------------------------
                                                                        
------------------------------------------------------------------------

    (c) Upon submission by the Recipient of invoices in accordance with 
the provisions of the agreement and upon certification by NASA of 
completion of the payable milestone, the grant officer shall authorize 
payment.
    (d) A payment milestone may be successfully completed in advance of 
the date appearing in paragraph (b) of this section. However, payment 
shall not be made prior to that date without the written consent of the 
Grant Officer.
    (e) The contractor is not entitled to partial payment for partial 
completion of a payment milestone.
    (f) All preceding payment milestones must be completed before 
payment can be made for the next payment milestone.
    (g) Invoices hereunder shall be submitted in the original and five 
copies to the grant officer for certification.
Sec. 1274.909  Term of this Agreement (XXX 1995).

    The agreement commences on the effective date indicated on the 
attached cover sheet and continues until the expiration date indicated 
on the attached cover. If all resources are expended prior to the 
duration, the parties have no obligation to continue performance and 
may elect to cease at that point. The parties may extend the expiration 
date if additional time is required to complete the milestones at no 
increase in Government resources. Provisions of this Agreement, which, 
by their express terms or by necessary implication, apply for periods 
of time other than that specified as the agreement term, shall be given 
effect, notwithstanding expiration of the term of the agreement.


Sec. 1274.910  Authority (XXX 1995).

    This is a cooperative agreement as defined in 31 U.S.C. 6305 (the 
Chiles Act) and is entered into pursuant to the authority of 42 U.S.C. 
2451, et seq. (the Space Act).


Sec. 1274.911  Patent Rights (XXX 1995).

    (a) Definitions.
    (1) Contract means any actual or proposed contract, cooperative 
agreement, agreement, understanding, or other arrangement, and includes 
any assignment, substitution of parties, or subcontract executed or 
entered into thereunder.
    (2) Contracting Officer means the contracting officer or grant 
officer executing this agreement on behalf of the Government.
    (3) Invention means any invention or discovery which is or may be 
patentable or otherwise protectable under Title 35 of the United States 
Code.
    (4) Made when used in relation to any invention means the 
conception or first actual reduction to practice such invention.
    (5) Nonprofit organization means a domestic university or other 
institution of higher education or an organization of the type 
described in Subpart 501(c)(3) of the Internal Revenue Code of 1954 (26 
U.S.C. 501(c)) and exempt from taxation under Subpart 501(a) of the 
Internal Revenue Code (26 U.S.C. 501(a)), or any domestic nonprofit 
scientific or educational organization qualified under a State 
nonprofit organization statute.
    (6) Practical application means to manufacture, in the case of a 
composition or product; to practice, in the case of a process or 
method; or to operate, in the case of a machine or system; and, in each 
case, under such conditions as to establish that the invention is being 
utilized and that its benefits are, to the extent permitted by law or 
Government regulations, available to the public on reasonable terms.
    (7) Recipient means:
    (i) [Identify the signatory party or parties] or;
    (ii) The [identify the Consortium], where the Consortium has been 
formed for carrying out their responsibilities under this agreement.
    (8) Small Business Firm means a domestic small business concern as 
defined at 15 U.S.C. 632 and implementing regulations of the 
Administrator of the Small Business Administration. (For the purpose of 
this definition, the size standard contained in 13 CFR 121.3-8 for 
small business contractors and in 13 CFR 121.3-12 for small business 
subcontractors will be used.)
    (9) Subject Invention means any invention of a Recipient and/or 
Government employee conceived or first actually reduced to practice in 
the performance of work under this contract.
    (b) Allocation of Principal Rights. [[Page 33174]] 
    (1) Contractor Inventions. For other than Small Business Firm or 
Nonprofit organization Recipients, the ``PATENT RIGHTS--RETENTION BY 
CONTRACTOR (LARGE BUSINESS)'' provision applies. For Small Business 
Firm and Nonprofit organization Recipients, the ``PATENT RIGHTS--
RETENTION BY CONTRACTOR (SMALL BUSINESS)'' provision applies.
    (2) NASA Inventions. NASA will use reasonable efforts to report 
inventions made by NASA employees as a consequence of, or which bear a 
direct relation to, the performance of specified NASA activities under 
this cooperative agreement and, upon timely request, will grant the 
Recipient, the first option to acquire either an exclusive or partially 
exclusive, revocable, royalty-bearing license, on terms to be 
subsequently negotiated, for any patent applications and patents 
covering such inventions, and subject to the license reserved in 
paragraph (b)(5)(i) of this section. Upon application in compliance 
with 37 CFR Part 404--Licensing of Government Owned Inventions, the 
Recipient or each Consortium Member (if applicable), shall be granted a 
revocable, nonexclusive, royalty-free license in each patent 
application filed in any country on a subject invention and any 
resulting patent in which the Government acquires title. Each 
nonexclusive license may extend to subsidiaries and affiliates, if any, 
within the corporate structure of the licensee and includes the right 
to grant sublicenses of the same scope to the extent the licensee was 
legally obligated to do so at the time the cooperative agreement was 
signed.
    (3) NASA Contractor Inventions. In the event NASA contractors are 
tasked to perform work in support of specified NASA activities under 
this cooperative agreement and inventions are made by contractor 
employees, and NASA has the right to acquire or has acquired title to 
such inventions, NASA will use reasonable efforts to report such 
inventions and, upon timely request, will grant the Recipient or 
designated Consortium Member (if applicable), the first option to 
acquire either an exclusive or partially exclusive, revocable, royalty-
bearing license, upon terms to be subsequently negotiated, for any 
patent applications and patents covering such inventions, and subject 
to the license reserved in paragraph (b)(5)(ii) of this section. Upon 
application in compliance with 37 CFR part 404--Licensing of Government 
Owned Inventions, the Recipient or each Consortium Member (if 
applicable), shall be granted a revocable, nonexclusive, royalty-free 
license in each patent application filed in any country on a subject 
invention and any resulting patent in which the Government acquires 
title. Each nonexclusive license may extend to subsidiaries and 
affiliates, if any, within the corporate structure of the licensee and 
includes the right to grant sublicenses of the same scope to the extent 
the licensee was legally obligated to do so at the time the cooperative 
agreement was signed.
    (4) Joint NASA and Recipient Inventions. NASA and Recipient agree 
to use reasonable efforts to identify and report to each other any 
inventions made jointly between NASA employees (or employees of NASA 
contractors) and employees of Recipient.
    (i) For other than small business firms and nonprofit organizations 
the Administrator may agree that the United States will refrain from 
exercising its undivided interest in a manner inconsistent with 
Recipient's commercial interest and to cooperate with Recipient in 
obtaining patent protection on its undivided interest on any waived 
inventions subject, however, to the condition that Recipient makes its 
best efforts to bring the invention to the point of practical 
application at the earliest practicable time. In the event that the 
Administrator determines that such efforts are not undertaken, the 
Administrator may void NASA's agreement to refrain from exercising its 
undivided interest and grant licenses for the practice of the invention 
so as to further its development. In the event that the Administrator 
decides to void NASA's agreement to refrain from exercising its 
undivided interest and grant licenses for this reason, notice shall be 
given to the Inventions and Contributions Board as to why such action 
should not be taken. Either alternative will be subject to the 
applicable license or licenses reserved in paragraph (b)(5) of this 
section.
    (ii) For small business firms and nonprofit organization, NASA may 
assign or transfer whatever rights it may acquire in a subject 
invention from its employee to the Recipient as authorized by 35 U.S.C. 
202(e).
    (5) Minimum rights reserved by the Government. Any license or 
assignment granted Recipient pursuant to paragraphs (b)(2), (b)(3), or 
(b)(4) of this section will be subject to the reservation of the 
following licenses:
    (i) As to inventions made solely or jointly by NASA employees, the 
irrevocable, royalty-free right of the Government of the United States 
to practice and have practiced the invention by or on behalf of the 
United States; and
    (ii) As to inventions made solely by, or jointly with, employees of 
NASA contractors, the rights in the Government of the United States as 
set forth in paragraph (b)(5)(i) of this section, as well as the 
revocable, nonexclusive, royalty-free license in the contractor as set 
forth in 14 CFR 1245.108.
    (6) Preference for United States manufacture. The Recipient agrees 
that any products embodying subject inventions or produced through the 
use of subject inventions shall be manufactured substantially in the 
United States. However, in individual cases, the requirement to 
manufacture substantially in the United States may be waived by NASA 
upon a showing by the Recipient that under the circumstances domestic 
manufacture is not commercially feasible.
    (7) Work performed by the Recipient under this cooperative 
agreement is considered undertaken to carry out a public purpose of 
support and/or stimulation rather than for acquiring property or 
services for the direct benefit or use of the Government. Accordingly, 
such work by the Recipient is not considered ``by or for the United 
States'' and the Government assumes no liability for infringement by 
the Recipient under 28 U.S.C. 1498.


Sec. 1274.912  Patent Rights--Retention by the Contractor (Large 
Business) (XXX 1995)

    (a) Definitions.
    (1) Administrator, as used in this clause, means the Administrator 
of the National Aeronautics and Space Administration (NASA) or duly 
authorized representative.
    (2) Contract, as used in this clause, means any actual or proposed 
contract, cooperative agreement, agreement, under-standing, or other 
arrangement, and includes any assignment, substitution of parties, or 
subcontract executed or entered into thereunder.
    (3) Contracting Officer means the contracting officer or grant 
officer executing this agreement on behalf of the Government.
    (4) Invention, as used in this clause, means any invention or 
discovery which is or may be patentable or otherwise protectable under 
title 35 of the U.S.C.
    (5) Made, as used in relation to any invention, means the 
conception or first actual reduction to practice such invention.
    (6) Nonprofit organization, as used in this clause, means a 
domestic university or other institution of higher education or an 
organization of the type described [[Page 33175]] in section 501(c)(3) 
of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from 
taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 
501(a)), or any domestic nonprofit scientific or educational 
organization qualified under a State nonprofit organization statute.
    (7) Practical application, as used in this clause, means to 
manufacture, in the case of a composition or product; to practice, in 
the case of a process or method; or to operate, in case of a machine or 
system; and, in each, case, under such conditions as to establish that 
the invention is being utilized and that its benefits are, to the 
extent permitted by law or Government regulations, available to the 
public on reasonable terms.
    (8) Reportable item, as used in this clause, means any invention, 
discovery, improvement, or innovation of the contractor, whether or not 
the same is or may be patentable or otherwise protectable under Title 
35 of the United States Code, conceived or first actually reduced to 
practice in the performance of any work under this contract or in the 
performance of any work that is reimbursable under any clause in this 
contract providing for reimbursement of costs incurred prior to the 
effective date of this contract.
    (9) Small business firm, as used in this clause, means a domestic 
small business concern as defined at 15 U.S.C. 632 and implementing 
regulations of the Administrator of the Small Business Administration. 
(For the purpose of this definition, the size standard contained in 13 
CFR 121.3-8 for small business contractors and in 13 CFR 121.3-12 for 
small business subcontractors will be used.)
    (10) Subject invention, as used in this clause, means any 
reportable item which is or may be patentable or otherwise protectable 
under Title 35 of the United States Code, or any novel variety of plant 
that is or may be protectable under the Plant Variety Protection Act (7 
U.S.C. 2321, et seq).
    (b) Allocation of principal rights.--(1) Presumption of title. (i) 
Any reportable item that the Administrator considers to be a subject 
invention shall be presumed to have been made in the manner specified 
in paragraph (1) or (2) of Section 305(a) of the National Aeronautics 
and Space Act of 1958 (42 U.S.C. 2457(a)) (hereinafter called ``the 
Act''), and the above presumption shall be conclusive unless at the 
time of reporting the reportable item the Recipient submits to the 
Contracting Officer a written statement, containing supporting details, 
demonstrating that the reportable item was not made in the manner 
specified in paragraph (1) or (2) of Section 305(a) of the Act.
    (ii) Regardless of whether title to a given subject invention would 
otherwise be subject to an advance waiver or is the subject of a 
petition for waiver, the Contractor may nevertheless file the statement 
described in paragraph (b)(1)(i) of this section. The Administrator 
will review the information furnished by the Contractor in any such 
statement and any other available information relating to the 
circumstances surrounding the making of the subject invention and will 
notify the Contractor whether the Administrator has determined that the 
subject invention was made in the manner specified in paragraph (1) or 
(2) of Section 305(a) of the Act.
    (2) Property rights in subject inventions. Each subject invention 
for which the presumption of paragraph (b)(1)(i) of this section is 
conclusive or for which there has been a determination that it was made 
in the manner specified in paragraph (1) or (2) of section 305(a) of 
the Act shall be the exclusive property of the United States as 
represented by NASA unless the Administrator waives all or any part of 
the rights of the United States, as provided in paragraph (b)(3) of 
this section.
    (3) Waiver of rights. (i) Section 305(f) of the Act provides for 
the promulgation of regulations by which the Administrator may waive 
the rights of the United States with respect to any invention or class 
of inventions made or that may be made under conditions specified in 
paragraph (1) or (2) of section 305(a) of the Act. The promulgated NASA 
Patent Waiver Regulations, 14 CFR part 1245, subpart 1, have adopted 
the Presidential memorandum on Government Patent Policy of February 18, 
1983, as a guide in acting on petitions (requests) for such waiver of 
rights.
    (ii) As provided in 14 CFR part 1245, subpart 1, Contractors may 
petition, either prior to execution of the contract or within 30 days 
after execution of the contract, for advance waiver of rights to any or 
all of the inventions that may be made under a contract. If such a 
petition is not submitted, or if after submission it is denied, the 
Contractor (or an employee inventor of the Contractor may petition for 
waiver of rights to an identified subject invention within eight months 
of first disclosure of invention in accordance with paragraph (e)(2) of 
this section or within such longer period as may be authorized in 
accordance with 14 CFR 1245.105. Further procedures are provided in the 
REQUESTS FOR WAIVER OF RIGHTS--LARGE BUSINESS provision.
    (c) Minimum rights reserved by the Government. (1) With respect to 
each contractor subject invention for which a waiver of rights is 
applicable in accordance with 14 CFR part 1245, subpart 1, the 
Government reserves--
    (i) An irrevocable, royalty-free license for the practice of such 
invention throughout the world by or on behalf of the United States or 
any foreign government in accordance with any treaty or agreement with 
the United States; and
    (ii) Such other rights as stated in 14 CFR 1245.107.
    (2) Nothing contained in this paragraph shall be considered to 
grant to the Government any rights with respect to any invention other 
than a subject invention.
    (d) Minimum rights to the Contractor. (1) The Contractor is hereby 
granted a revocable, nonexclusive, royalty-free license in each patent 
application filed in any country on a contractor subject invention and 
any resulting patent in which the Government acquires title, unless the 
Contractor fails to disclose the subject invention within the times 
specified in paragraph (e)(2) of this section. The Contractor's license 
extends to its domestic subsidiaries and affiliates, if any, within the 
corporate structure ofich the Contractor is a party and includes the 
right to grant sublicenses of the same scope to the extent the 
Contractor was legally obligated to do so at the time the contract was 
awarded. The license is transferable only with the approval of the 
Administrator except when transferred to the successor of that part of 
the Contractor's business to which the invention pertains.
    (2) The Contractor's domestic license may be revoked or modified by 
the Administrator to the extent necessary to achieve expeditious 
practical application of the subject invention pursuant to an 
application for an exclusive license submitted in accordance with 14 
CFR part 1245, subpart 2, Licensing of NASA Inventions. This license 
will not be revoked in that field of use or the geographical areas in 
which the Recipient has achieved practical application and continues to 
make the benefits of the invention reasonably accessible to the public. 
The license in any foreign country may be revoked or modified at the 
discretion of the Administrator to the extent the Recipient, its 
licensees, or its domestic subsidiaries or affiliates have failed to 
achieve practical application in that foreign country. [[Page 33176]] 
    (3) Before revocation or modification of the license, the 
Contractor will be provided a written notice of the Administrator's 
intention to revoke or modify the license, and the Contractor will be 
allowed 30 days (or such other time as may be authorized by the 
Administrator for good cause shown by the Contractor) after the notice 
to show cause why the license should not be revoked or modified. The 
Contractor has the right to appeal, in accordance with 14 CFR 1245.211, 
any decision concerning the revocation or modification of its license.
    (e) Invention identification, disclosures, and reports. (1) The 
Contractor shall establish and maintain active and effective procedures 
to assure that reportable items are promptly identified and disclosed 
to Contractor personnel responsible for the administration of this 
clause within six months of conception and/or first actual reduction to 
practice, whichever occurs first in the performance of work under this 
contract. These procedures shall include the maintenance of laboratory 
notebooks or equivalent records and other records as are reasonably 
necessary to document the conception and/or the first actual reduction 
to practice of the reportable items, and records that show that the 
procedures for identifying and disclosing reportable items are 
followed. Upon request, the Contractor shall furnish the Contracting 
Officer a description of such procedures for evaluation and for 
determination as to their effectiveness.
    (2) The Contractor will disclose each reportable item to the 
Contracting Officer within two months after the inventor discloses it 
in writing to Contractor personnel responsible for the administration 
of this clause or, if earlier, within six months after the Recipient 
becomes aware that a reportable item has been made, but in any event 
for subject inventions before any on sale, public use, or publication 
of such invention known to the Recipient. The disclosure to the agency 
shall be in the form of a written report and shall identify the 
contract under which the reportable item was made and the inventor(s) 
or innovator(s). It shall be sufficiently complete in technical detail 
to convey a clear understanding, to the extent known at the time of the 
disclosure, of the nature, purpose, operation, and physical, chemical, 
biological, or electrical characteristics of the reportable item. The 
disclosure shall also identify any publication, on sale, or public use 
of any subject invention and whether a manuscript describing such 
invention has been submitted for publication and, if so, whether it has 
been accepted for publication at the time of disclosure. In addition, 
after disclosure to the agency, the Contractor will promptly notify the 
agency of the acceptance of any manuscript describing a subject 
invention for publication or of any on sale or public use planned by 
the Contractor for such invention.
    (3) The Contractor shall furnish the Contracting Officer the 
following:
    (i) Interim reports every 12 months (or such longer period as may 
be specified by the Contracting Officer) from the date of the contract, 
listing reportable items during that period, and certifying that all 
reportable items have been disclosed (or that there are no such 
inventions) and that the procedures required by paragraph (e)(1) of 
this section have been followed.
    (ii) A final report, within three months after completion of the 
contracted work, listing all reportable items or certifying that there 
were no such reportable items, and listing all subcontracts at any tier 
containing a patent rights clause or certifying that there were no such 
subcontracts.
    (4) The Contractor agrees, upon written request of the Contracting 
Officer, to furnish additional technical and other information 
available to the Recipient as is necessary for the preparation of a 
patent application on a subject invention and for the prosecution of 
the patent application, and to execute all papers necessary to file 
patent applications on subject inventions and to establish the 
Government's rights in the subject inventions.
    (5) The Contractor agrees, subject to 48 CFR (FAR) 27.302(j), that 
the Government may duplicate and disclose subject invention disclosures 
and all other reports and papers furnished or required to be furnished 
pursuant to this clause.
    (f) Examination of records relating to inventions. (1) The 
Contracting Officer or any authorized representative shall, pursuant to 
the Retention and Examination of Records provision of this cooperative 
agreement, have the right to examine any books (including laboratory 
notebooks), records, and documents of the Recipient relating to the 
conception or first actual reduction to practice of inventions in the 
same field of technology as the work under this contract to determine 
whether--
    (i) Any such inventions are subject inventions;
    (ii) The Contractor has established and maintained the procedures 
required by paragraph (e)(1) of this section; and
    (iii) The Contractor and its inventors have complied with the 
procedures.
    (2) If the Contracting Officer learns of an unreported Contractor 
invention that the Contracting Officer believes may be a subject 
invention, the Contractor may be required to disclose the invention to 
the agency for a determination of ownership rights.
    (3) Any examination of records under this paragraph will be subject 
to appropriate conditions to protect the confidentiality of the 
information involved.
    (g) Subcontracts. (1) Unless otherwise authorized or directed by 
the Contracting Officer, the Contractor shall--
    (i) Include this provision PATENT RIGHTS--RETENTION BY THE 
CONTRACTOR--(LARGE BUSINESS) (suitably modified to identify the 
parties) in any subcontract hereunder (regardless of tier) with other 
than a small business firm or nonprofit organization for the 
performance of experimental, developmental, or research work; and
    (ii) Include the provision PATENT RIGHT--RETENTION BY THE 
CONTRACTOR--(SMALL BUSINESS) (suitably modified to identify the 
parties) in any subcontract hereunder (regardless of tier) with a small 
business firm or nonprofit organization for the performance of 
experimental, developmental, or research work.
    (2) In the event of a refusal by a prospective subcontractor to 
accept such a clause the Contractor--
    (i) Shall promptly submit a written notice to the Contracting 
Officer setting forth the subcontractor's reasons for such refusal and 
other pertinent information that may expedite disposition of the 
matter; and
    (ii) Shall not proceed with such subcontract without the written 
authorization of the Contracting Officer.
    (3) The Contractor shall promptly notify the Contracting Officer in 
writing upon the award of any subcontract at any tier containing a 
patent rights clause by identifying the subcontractor, the applicable 
patent rights clause, the work to be performed under the subcontract, 
and the dates of award and estimated completion. Upon request of the 
Contracting Officer, the Contractor shall furnish a copy of such 
subcontract, and, no more frequently than annually, a listing of the 
subcontracts that have been awarded.
    (4) The subcontractor will retain all rights provided for the 
Contractor in the clause of paragraph (g)(1)(i) or (1)(ii) of this 
section, whichever is included in the subcontract, and the Contractor 
will not, as part of the consideration for awarding the subcontract, 
obtain rights [[Page 33177]] in the subcontractor's subject inventions.
    (5) Notwithstanding paragraph (g)(4) of this section, and in 
recognition of the contractor's substantial contribution of funds, 
facilities and/or equipment to the work performed under this 
cooperative agreement, the contractor is authorized, subject to the 
rights of NASA set forth elsewhere in this clause, to:
    (i) Acquire by negotiation and mutual agreement rights to a 
subcontractor's subject inventions as the contractor may deem necessary 
to obtaining and maintaining of such private support; and
    (ii) Request, in the event of inability to reach agreement pursuant 
to paragraph (g)(5)(i) of this section, that NASA invoke exceptional 
circumstances as necessary pursuant to 37 CFR 401.3(a)(2) if the 
prospective subcontractor is a small business firm or organization, or 
for all other organizations, request that such rights for the 
contractor be included as an additional reservation in a waiver granted 
pursuant to 14 CFR part 1245, subpart 1. Any such requests to NASA 
should be prepared in consideration of the following guidance and 
submitted to the contract officer.
    (A) Exceptional circumstances: A request that NASA make an 
``exceptional circumstances'' determination pursuant to 37 CFR 
401.3(a)(2) must state the scope of rights sought by the contractor 
pursuant to such determination; identify the proposed subcontractor and 
the work to be performed under the subcontract; and state the need for 
the determination.
    (B) Waiver petition: The subcontractor should be advised that 
unless it requests a waiver of title pursuant to the NASA Patent Waiver 
Regulations (14 CFR part 1245, subpart 1), NASA will acquire title to 
the subject invention (42 U.S.C. 2457, as amended, Sec. 305). If a 
waiver is not requested or granted, the contractor may request a 
license from NASA (see licensing of NASA inventions, 14 CFR part 1245, 
subpart 2). A subcontractor requesting a waiver must follow the 
procedures set forth in the attached clause REQUESTS FOR WAIVER OF 
RIGHTS--LARGE BUSINESS.
    (h) Preference for United States manufacture. The Contractor agrees 
that any products embodying subject inventions or produced through the 
use of subject inventions shall be manufactured substantially in the 
United States. However, in individual cases, the requirement to 
manufacture substantially in the United States may be waived by NASA 
upon a showing by the Contractor that under the circumstances domestic 
manufacture is not commercially feasible.
    (i) March-in rights. The Contractor agrees that, with respect to 
any subject invention in which it has acquired title, NASA has the 
right in accordance with the procedures in 37 CFR 401.6 and any 
supplemental regulations of the agency to require the Contractor, an 
assignee or exclusive licensee of a subject invention to grant a 
nonexclusive, partially exclusive, or exclusive license in any field of 
use to a responsible applicant or applicants, upon terms that are 
reasonable under the circumstances, and if the Subcontractor, assignee, 
or exclusive licensee refuses such a request NASA has the right to 
grant such a license itself if the Federal agency determines that--
    (1) Such action is necessary because the Contractor or assignee has 
not taken, or is not expected to take within a reasonable time, 
effective steps to achieve practical application of the subject 
invention in such field of use;
    (2) Such action is necessary to alleviate health or safety needs 
which are not reasonably satisfied by the Contractor, assignee, or 
their licensees;
    (3) Such action is necessary to meet requirements for public use 
specified by Federal regulations and such requirements are not 
reasonably satisfied by the Contractor, assignee, or licensees; or
    (4) Such action is necessary because the agreement required by 
paragraph (i) of this clause has not been obtained or waived or because 
a licensee of the exclusive right to use or sell any subject invention 
in the United States is in breach of such agreement.


Sec. 1274.913  Patent Rights--Retention by the Contractor (Small 
Business) (XXX 1995)

    (a) Definitions. 
    (1) Contract, as used in this clause, means any actual or proposed 
contract, cooperative agreement, agreement, under-standing, or other 
arrangement, and includes any assignment, substitution of parties, or 
subcontract executed or entered into thereunder.
    (2) Contracting Officer means the contracting officer or grant 
officer executing this agreement on behalf of the Government.
    (3) Invention, as used in this clause, means any invention or 
discovery which is or may be patentable or otherwise protectable under 
title 35 of the U.S.C.
    (4) Made, as used in this clause, when used in relation to any 
invention means the conception or first actual reduction to practice 
such invention.
    (5) Nonprofit organization, as used in this clause, means a 
university or other institution of higher education or an organization 
of the type described in section 501(c)(3) of the Internal Revenue Code 
of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 
501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit 
scientific or educational organization qualified under a state 
nonprofit organization statute.
    (6) Practical application, as used in this clause, means to 
manufacture, in the case of a composition of product; to practice, in 
the case of a process or method, or to operate, in the case of a 
machine or system; and, in each case, under such conditions as to 
establish that the invention is being utilized and that its benefits 
are, to the extent permitted by law or Government regulations, 
available to the public on reasonable terms.
    (7) Small business firm, as used in this clause, means a small 
business concern as defined at Subpart 2 of Pub. L. 85-536 (15 U.S.C. 
632) and implementing regulations of the Administrator of the Small 
Business Administration. For the purpose of this clause, the size 
standards for small business concerns involved in Government 
procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, 
respectively, will be used.
    (8) Subject invention, as used in this clause, means any invention 
of the Subcontractor conceived or first actually reduced to practice in 
the performance of work under this contract.
    (b) Allocation of principal rights. The Contractor may retain the 
entire right, title, and interest throughout the world to each subject 
invention subject to the provisions of this clause and 35 U.S.C. 203. 
With respect to any subject invention in which the Contractor retains 
title, the Federal Government shall have a nonexclusive, 
nontransferable, irrevocable, paid-up license to practice or have 
practiced for or on behalf of the United States the subject invention 
throughout the world.
    (c) Invention disclosure, election of title, and filing of patent 
application by Contractor. (1) The Contractor will disclose subject 
invention to NASA within two months after the inventor discloses it in 
writing to Contractor personnel responsible for patent matters. This 
disclosure to the agency shall be in the form of a written report and 
shall identify the contract under which the invention was made and the 
inventor(s). It shall be sufficiently complete in technical detail to 
convey a clear understanding to the extent known at the time of the 
disclosure, of the nature, purpose, operation, and the 
[[Page 33178]] physical, chemical, biological or electrical 
characteristics of the invention. The disclosure shall also identify 
any publication, on sale or public use of the invention and whether a 
manuscript describing the invention has been submitted for publication 
and, if so, whether it has been accepted for publication at the time of 
disclosure. In addition, after disclosure to the agency, the Contractor 
will promptly notify the agency of the acceptance of any manuscript 
describing the invention for publication or of any sale or public use 
planned by the Contractor.
    (2) The Contractor will elect in writing whether or not to retain 
title to any such invention by notifying NASA within two years of 
disclosure to the Federal agency. However, in any case where 
publication, on sale or public use has initiated the one-year statutory 
period wherein valid patent protection can still be obtained in the 
United States, the period for election of title may be shortened by the 
agency to a date that is no more than 60 days prior to the end of the 
statutory period.
    (3) The Contractor will file its initial patent application on a 
subject invention to which it elects to retain title within one year 
after election of title or, if earlier, prior to the end of any 
statutory period wherein valid patent protection can be obtained in the 
United States after a publication, on sale, or public use. The 
Contractor will file patent applications in additional countries or 
international patent offices within either 10 months of the 
corresponding initial patent application of six months from the date 
permission is granted by the Commissioner of Patents and Trademarks to 
file foreign patent applications where such filing has been prohibited 
by a Secrecy Order.
    (4) Requests for extension of the time for disclosure election, and 
filing under paragraphs (c)(1), (2), and (3) of this section may, at 
the discretion of the agency, be granted.
    (d) Conditions when the Government may obtain title. The Contractor 
will convey to NASA, upon written request, title to any subject 
invention--
    (1) If the Contractor fails to disclose or elect title to the 
subject invention within the times specified in paragraph (c) of this 
section, or elects not to retain title; provided that the agency may 
only request title within 60 days after learning of the failure of the 
Contractor to disclose or elect within the specified times.
    (2) In those countries in which the Contractor fails to file patent 
applications within the times specified in paragraph (c) of this 
section; provided, however, that if the Contractor has filed a patent 
application in a country after the times specified in paragraph (c) of 
this section, but prior to its receipt of the written request of the 
Federal agency, the Contractor shall continue to retain title in that 
country.
    (3) In any country in which the Contractor decides not to continue 
the prosecution of any application for, to pay the maintenance fees on, 
or defend in reexamination or opposition proceeding on, a patent on a 
subject invention.
    (e) Minimum rights to Contractor and protection of the Contractor 
right to file. (1) The Contractor will retain a nonexclusive, royalty-
free license throughout the world in each subject invention to which 
the Government obtains title, except if the Contractor fails to 
disclose the invention within the times specified in paragraph (c) of 
this section. The Contractor's license extends to its domestic 
subsidiary and affiliates, if any, within the corporate structure of 
which the Contractor is a party and includes the right to grant 
sublicenses of the same scope to the extent the Contractor was legally 
obligated to do so at the time the contract was awarded. The license is 
transferable only with the approval of NASA, except when transferred to 
the successor of that part of the Contractor's business to which the 
invention pertains.
    (2) The Contractor's domestic license may be revoked or modified by 
NASA to the extent necessary to achieve expeditious practical 
application of subject invention pursuant to an application for an 
exclusive license submitted in accordance with applicable provisions at 
37 CFR part 404 and agency licensing regulations (if any). This license 
will not be revoked in that field of use or the geographical areas in 
which the Subcontractor has achieved practical application and 
continues to make the benefits of the invention reasonable accessible 
to the public. The license in any foreign country may be revoked or 
modified at the discretion of NASA to the extent the Subcontractor, its 
licensees, or the domestic subsidiaries or affiliates have failed to 
achieve practical application in that foreign country.
    (3) Before revocation or modification of the license NASA will 
furnish the Contractor a written notice of its intention to revoke or 
modify the license, and the Contractor will be allowed 30 days (or such 
other time as may be authorized by NASA for good cause shown by the 
Contractor) after the notice to show cause why the license should not 
be revoked or modified. The Contractor has the right to appeal, in 
accordance with applicable regulations in 37 CFR part 404 and NASA Reg 
14 CFR subpart 1245.2, concerning the licensing of Government-owned 
inventions, any decision concerning the revocation or modification of 
the license.
    (f) Contractor action to protect the Government's interest. (1) The 
Contractor agrees to execute or to have executed and promptly deliver 
to NASA all instruments necessary to:
    (i) establish or confirm the rights the Government has throughout 
the world in those subject inventions to which the Subcontractor elects 
to retain title, and,
    (ii) convey title to the Federal agency when requested under 
paragraph (d) of this section to enable the Government to obtain patent 
protection throughout the world in that subject invention.
    (2) The Contractor agrees to require, by written agreement, its 
employees, other than clerical and nontechnical employees, to disclose 
promptly in writing to personnel identified as responsible for the 
administration of patent matters and in a format suggested by the 
Contractor each subject invention made under contract in order that the 
Contractor can comply with the disclosure provisions of paragraph (c) 
of this section, and to execute all papers necessary to file patent 
applications on subject inventions and to establish the Government's 
rights in the subject inventions. This disclosure format should 
require, as a minimum, the information required by paragraph (c)(1) of 
this section. The Contractor shall instruct such employees, through 
employee agreements or other suitable educational programs, on the 
importance of reporting inventions in sufficient time to permit the 
filing of patent applications prior to U.S. or foreign statutory bars.
    (3) The Contractor will notify NASA of any decisions not to 
continue the prosecution of a patent application, pay maintenance fees, 
or defend in a reexamination or opposition proceeding on a patent, in 
any country, not less than 30 days before the expiration of the 
response period required by the relevant patent office.
    (4) The Contractor agrees to include, within the specification of 
the United States patent application and any patent issuing thereon 
covering a subject invention the following statement, ``This invention 
was made with Government support under (identify the agreement) awarded 
by NASA. The Government has certain rights in the invention.''
    (5) The Contractor shall provide the Contracting Officer the 
following: [[Page 33179]] 
    (i) A listing every 12 months (or such longer period as the 
Contracting Officer may specify) from the date of the contract, of all 
subject inventions required to be disclosed during the period.
    (ii) A final report prior to closeout of the contract listing all 
subject inventions or certifying that there were none.
    (iii) Upon request, the filing date, serial number, and title, a 
copy of the patent application, and patent number and issue date for 
any subject invention in any country in which the contractor has 
applied for patents.
    (iv) An irrevocable power to inspect and make copies of the patent 
application file, by the Government, when a Federal Government employee 
is a co-inventor.
    (g) Subcontracts. (1) Unless otherwise authorized or directed by 
the Contracting Officer, the Contractor shall--
    (i) Include this provision (PATENT RIGHTS--RETENTION BY THE 
CONTRACTOR (SMALL BUSINESS)), suitably modified to identify the 
parties, in all subcontracts, regardless of tier, for experimental, 
developmental, or research work to be performed by a small business 
firm or domestic nonprofit organization.
    (ii) Include in all other subcontracts, regardless of tier, for 
experimental, developmental, or research work the patent rights clause 
(PATENT RIGHTS--RETENTION BY THE CONTRACTOR (LARGE BUSINESS)).
    (2) In the event of a refusal by a prospective subcontractor to 
accept such a clause the Contractor--
    (i) Shall promptly submit a written notice to the Contracting 
Officer setting forth the subcontractor's reasons for such refusal and 
other pertinent information that may expedite disposition of the 
matter; and
    (ii) Shall not proceed with such subcontract without the written 
authorization of the Contracting Officer.
    (3) The Contractor shall promptly notify the Contracting Officer in 
writing upon the award of any subcontract at any tier containing a 
patent rights clause by identifying the subcontractor, the applicable 
patent rights clause, the work to be performed under the subcontract, 
and the dates of award and estimated completion. Upon request of the 
Contracting Officer, the Contractor shall furnish a copy of such 
subcontract, and, no more frequently than annually, a listing of the 
subcontracts that have been awarded.
    (4) The subcontractor will retain all rights provided for the 
Contractor in the clause under paragraph (g)(1)(i) or (g)(1)(ii) of 
this section, whichever is included in the subcontract, and the 
Contractor will not, as part of the consideration for awarding the 
subcontract, obtain rights in the subcontractor's subject inventions.
    (5) Notwithstanding paragraph (g)(4) of this section, and in 
recognition of the contractor's substantial contribution of funds, 
facilities and/or equipment to the work performed under this 
cooperative agreement, the contractor is authorized, subject to the 
rights of NASA set forth elsewhere in this clause, to:
    (i) Acquire by negotiation and mutual agreement rights to a 
subcontractor's subject inventions as the contractor may deem necessary 
to obtaining and maintaining of such private support; and
    (ii) Request, in the event of inability to reach agreement pursuant 
to paragraph (g)(5)(i) of this section that NASA invoke exceptional 
circumstances as necessary pursuant to 37 CFR 401.3(a)(2) if the 
prospective subcontractor is a small business firm or organization, or 
for all other organizations, request that such rights for the 
contractor be included as an additional reservation in a waiver granted 
pursuant to 14 CFR part 1245, subpart 1. Any such requests to NASA 
should be prepared in consideration of the following guidance and 
submitted to the contract officer.
    (A) Exceptional circumstances: A request that NASA make an 
``exceptional circumstances'' determination pursuant to 37 CFR 
401.3(a)(2) must state the scope of rights sought by the contractor 
pursuant to such determination; identify the proposed subcontractor and 
the work to be performed under the subcontract; and state the need for 
the determination.
    (B) Waiver petition: The subcontractor should be advised that 
unless it requests a waiver of title pursuant to the NASA Patent Waiver 
Regulations (14 CFR part 1245, subpart 1), NASA will acquire title to 
the subject invention (42 U.S.C. 2457, as amended, Sec. 305). If a 
waiver is not requested or granted, the contractor may request a 
license from NASA (see licensing of NASA inventions, 14 CFR part 1245, 
subpart 2). A subcontractor requesting a waiver must follow the 
procedures set forth in the REQUESTS FOR WAIVER OF RIGHTS--LARGE 
BUSINESS provision.
    (h) Reporting on utilization of subject inventions. The Contractor 
agrees to submit, on request, periodic reports no more frequently than 
annually on the utilization of a subject invention or on efforts at 
obtaining such utilization that are being made by the Contractor or its 
licensees or assignees. Such reports shall include information 
regarding the status of development, date of first commercial sale or 
use, gross royalties received by the Contractor, and such other data 
and information as the agency may reasonably specify. The Contractor 
also agrees to provide additional reports as may be requested by the 
agency in connection with any march-in proceeding undertaken by the 
agency in accordance with paragraph (i) of this section. As required by 
35 U.S.C. 202(c)(5), the agency agrees it will not disclose such 
information to persons outside the Government without permission of the 
Contractor.
    (i) Preference for United States manufacture. The Contractor agrees 
that any products embodying subject inventions or produced through the 
use of subject inventions shall be manufactured substantially in the 
United States. However, in individual cases, the requirement to 
manufacture substantially in the United States may be waived by NASA 
upon a showing by the Contractor that under the circumstances domestic 
manufacture is not commercially feasible.
    (j) March-in rights. The Contractor agrees that, with respect to 
any subject invention in which it has acquired title, NASA has the 
right in accordance with the procedures in 37 CFR 401.6 and any 
supplemental regulations of the agency to require the Contractor, an 
assignee or exclusive licensee of a subject invention to grant a 
nonexclusive, partially exclusive, or exclusive license in any field of 
use to a responsible applicant or applicants, upon terms that are 
reasonable under the circumstances, and if the Subcontractor, assignee, 
or exclusive licensee refuses such a request NASA has the right to 
grant such a license itself if the Federal agency determines that--
    (1) Such action is necessary because the Contractor or assignee has 
not taken, or is not expected to take within a reasonable time, 
effective steps to achieve practical application of the subject 
invention in such field of use;
    (2) Such action is necessary to alleviate health or safety needs 
which are not reasonably satisfied by the Contractor, assignee, or 
their licensees;
    (3) Such action is necessary to meet requirements for public use 
specified by Federal regulations and such requirements are not 
reasonably satisfied by the Contractor, assignee, or licensees; or
    (4) Such action is necessary because the agreement required by 
paragraph (i) of this section has not been obtained or waived or 
because a licensee of the exclusive right to use or sell any subject 
[[Page 33180]] invention in the United States is in breach of such 
agreement.
    (k) Special provisions for contracts with nonprofit organizations. 
If the Contractor is a nonprofit organization, it agrees that--
    (1) Rights to a subject invention in the United States may not be 
assigned without the approval of NASA, except where such assignment is 
made to an organization which has one of its primary functions the 
management of inventions; provided, that such assignee will be subject 
to the same provisions as the Contractor;
    (2) The Contractor will share royalties collected on a subject 
invention with the inventor, including Federal employee co-inventors 
(when NASA deems it appropriate) when the subject invention is assigned 
in accordance with 35 U.S.C. 202(e) and 37 CFR 401.10;
    (3) The balance of any royalties or income earned by the Contractor 
with respect to subject inventions, after payment of expenses 
(including payments to inventors) incidental to the administration of 
subject inventions will be utilized for the support of scientific 
research or education; and
    (4) It will make efforts that are reasonable under the 
circumstances to attract licensees of subject inventions that are small 
business firms, and that it will give a preference to a small business 
firm when licensing a subject invention if the Contractor determines 
that the small business firm has a plan or proposal for marketing the 
invention which, if executed, is equally as likely to bring the 
invention to practical application as any plans or proposals from 
applicants that are not small business firms; provided that the 
Contractor is also satisfied that the small business firm has the 
capability and resources to carry out its plan or proposal. The 
decision whether to give a preference in any specific case will be at 
the discretion of the contractor. However, the Contractor agrees that 
the Secretary of Commerce may review the Contractor's licensing program 
and decisions regarding small business applicants, and the Contractor 
will negotiate changes to its licensing policies, procedures, or 
practices with the Secretary of Commerce when the Secretary's review 
discloses that the Contractor could take reasonable steps to more 
effectively implement the requirements of this paragraph.
    (l) A copy of all submissions or requests required by this clause, 
plus a copy of any reports, manuscripts, publications, or similar 
material bearing on patent matters, shall be sent to the installation 
Patent Counsel in addition to any other submission requirements in the 
cooperative agreement. If any reports contain information describing a 
``subject invention'' for which the contractor has elected or may elect 
title, NASA will use reasonable efforts to delay public release by NASA 
or publication by NASA in a NASA technical series, in order for a 
patent application to be filed, provided that the Contractor identify 
the information and the ``subject invention'' to which it relates at 
the time of submittal. If required by the Contracting Officer, the 
Contractor shall provide the filing date, serial number and title, a 
copy of the patent application, and a patent number and issue date for 
any ``subject invention'' in any country in which the Contractor has 
applied for patents.


Sec. 1274.914  Requests for waiver of rights--large business (XXX 
1995).

    (a) In accordance with the NASA Patent Waiver Regulations, 14 CFR 
part 1245, subpart 1, waiver of rights to any or all inventions made or 
that may be made under a NASA contract or subcontract with other than a 
small business firm or a domestic nonprofit organization may be 
requested at different time periods. Advance waiver of rights to any or 
all inventions that may be made under a contract or subcontract may be 
requested prior to the execution of the contract or subcontract, or 
within 30 days after execution by the selected contractor. In addition, 
waiver of rights to an identified invention made and reported under a 
contract or subcontract may be requested, even though a request for an 
advance waiver was not made or, if made, was not granted.
    (b) Each request for waiver of rights shall be by petition to the 
Administrator and shall include an identification of the petitioner; 
place of business and address; if petitioner is represented by counsel, 
the name, address, and telephone number of the counsel; the signature 
of the petitioner or authorized representative; and the date of 
signature. No specific forms need be used, but the request should 
contain a positive statement that waiver of rights is being requested 
under the NASA Patent Waiver Regulations; a clear indication of whether 
the request is for an advance waiver or for a waiver of rights for an 
individual identified invention; whether foreign rights are also 
requested and, if so, the countries, and a citation of the specific 
Subpart or Subparts of the regulations under which such rights are 
requested; and the name, address, and telephone number of the party 
with whom to communicate when the request is acted upon. Requests for 
advance waiver of rights should, preferably, be included with the 
proposal, but in any event in advance of negotiations.
    (c) Petitions for advance waiver, prior to contract execution, must 
be submitted to the Contracting Officer. All other petitions will be 
submitted to the Patent Representative designated in the contract.
    (d) Petitions submitted with proposals selected for negotiation of 
a contract will be forwarded by the Contracting Officer to the 
installation Patent Counsel for processing and then to the Inventions 
and Contributions Board. The Board will consider these petitions and 
where the Board makes the findings to support the waiver, the Board 
will recommend to the Administrator that waiver be granted, and will 
notify the petitioner and the Contracting Officer of the 
Administrator's determination. The Contracting Officer will be informed 
by the Board whenever there is insufficient time or information or 
other reasons to permit a decision to be made without unduly delaying 
the execution of the contract. In the latter event, the petitioner will 
be so notified by the Contracting Officer. All other petitions will be 
processed by installation Patent Counsel and forwarded to the Board. 
The Board shall notify the petitioner of its action and if waiver is 
granted, the conditions, reservations, and obligations thereof will be 
included in the Instrument of Waiver. Whenever the Board notifies a 
petitioner of a recommendation adverse to, or different from, the 
waiver requested, the petitioner may request reconsideration under 
procedures set forth in the Regulations.


Sec. 1274.915  Restrictions on sale or transfer of technology to 
foreign firms or institutions (XXX 1995).

    (a) The parties agree that access to technology developments under 
this Agreement by foreign firms or institutions must be carefully 
controlled. For purposes of this clause, a transfer includes a sale of 
the company, or sales or licensing of the technology. Transfers do not 
include:
    (1) Sales of products or components,
    (2) Licenses of software or documentation related to sales of 
products or components, or
    (3) Transfers to foreign subsidiaries of the Recipient for purposes 
related to this Agreement.
    (b) The Recipient shall provide timely notice to the Contracting 
Officer in writing of any proposed transfer of technology developed 
under this Agreement. If NASA determines that the transfer may have 
adverse consequences [[Page 33181]] to the national security interests 
of the United States, or to the establishment of a robust United States 
industry, NASA and the Recipient shall jointly endeavor to find 
alternatives to the proposed transfer which obviate or mitigate 
potential adverse consequences of the transfer.
Sec. 1274.916  Liability and risk of loss (XXX 1995).

    (a) With regard to activities undertaken pursuant to this 
agreement, neither party shall make any claim against the other, 
employees of the other, the other's related entities (e.g., 
contractors, subcontractors, etc.), or employees of the other's related 
entities for any injury to or death of its own employees or employees 
of its related entities, or for damage to or loss of its own property 
or that of its related entities, whether such injury, death, damage or 
loss arises through negligence or otherwise, except in the case of 
willful misconduct.
    (b) To the extent that a risk of damage or loss is not dealt with 
expressly in this agreement, each party's liability to the other party 
arising out of this Agreement, whether or not arising as a result of an 
alleged breach of this Agreement, shall be limited to direct damages 
only, and shall not include any loss of revenue or profits or other 
indirect or consequential damages.


Sec. 1274.917  Additional funds (XXX 1995).

    Pursuant to this agreement, NASA is providing a fixed amount of 
funding for activities to be undertaken under the terms of this 
cooperative agreement. NASA is under no obligation to provide 
additional funds. Under no circumstances shall the Recipient undertake 
any action which could be construed to imply an increased commitment on 
the part of NASA under this cooperative agreement.


Sec. 1274.918  Incremental funding (XXX 1995).

    (a) Of the award amount indicated on the cover page of this 
agreement, only the obligated amount indicated on the cover page of 
this agreement is available for payment. NASA anticipates making 
additional allotments of funds as required,
    (b) These funds will be obligated as appropriated funds become 
available without any action required of the Recipient. NASA is not 
obligated to make payments in excess of the total funds obligated.


Sec. 1274.919  Cost principles and accounting standards (XXX 1995).

    The expenditure of Government funds by the Recipient and the 
allowability of costs recognized as a resource contribution by the 
Recipient (See clause entitled ``Resource Sharing Requirements'') shall 
be governed by the FAR cost principles, 48 CFR part 31. (If the 
Recipient is a consortium which includes non-commercial firm members, 
cost allowability for those members will be determined as follows: 
Allowability of costs incurred by State, local or federally-recognized 
Indian tribal governments is determined in accordance with the 
provisions of OMB Circular A-87, ``Cost Principles for State and Local 
Governments.'' The allowability of costs incurred by non-profit 
organizations is determined in accordance with the provisions of OMB 
Circular A-122, ``Cost Principles for Non-Profit Organizations.'' The 
allowability of costs incurred by institutions of higher education is 
determined in accordance with the provisions of OMB Circular A-21, 
``Cost Principles for Educational Institutions.'' The allowability of 
costs incurred by hospitals is determined in accordance with the 
provisions of Appendix E of 45 CFR part 74, ``Principles for 
Determining Costs Applicable to Research and Development Under Grants 
and Contracts with Hospitals.'') Recipient's method for accounting for 
the expenditure of funds must be consistent with Generally Accepted 
Accounting Principles.


Sec. 1274.920  Responsibilities of the NASA technical officer (XXX 
1995).

    (a) The NASA Grant Administrator and Technical Officer for this 
cooperative agreement are identified on the cooperative agreement cover 
sheet.
    (b) The Grant Specialist shall serve as NASA's authorized 
representative for the administrative elements of all work to be 
performed under the agreement.
    (c) The Technical Officer shall have the authority to issue written 
Technical Advice which suggests redirecting the project work (e.g., by 
changing the emphasis among different tasks), or pursuing specific 
lines of inquiry likely to assist in accomplishing the effort. The 
Technical Officer shall have the authority to approve or disapprove 
those technical reports, plans, and other technical information the 
Recipient is required to submit to NASA for approval. The Technical 
Officer is not authorized to issue and the Recipient shall not follow 
any Technical Advice which constitutes work which is not contemplated 
under this agreement; which in any manner causes an increase or 
decrease in the resource sharing or in the time required for 
performance of the project; which has the effect of changing any of the 
terms or conditions of the cooperative agreement; or which interferes 
with the Recipient's right to perform the project in accordance with 
the terms and conditions of this cooperative agreement.


Sec. 1274.921  Publications and reports: Non-proprietary research 
results (XXX 1995)

    (a) NASA encourages the widest practicable dissemination of 
research results at all times during the course of the investigation 
consistent with the other terms of this agreement.
    (b) All information disseminated as a result of the cooperative 
agreement, shall contain a statement which acknowledges NASA's support 
and identifies the cooperative agreement by number.
    (c) Prior approval by the NASA Technical Officer is required only 
where the Recipient requests that the results of the research be 
published in a NASA scientific or technical publication. Two copies of 
each draft publication shall accompany the approval request.
    (d) Reports shall contain full bibliographic references, abstracts 
of publications and lists of all other media in which the research was 
discussed. The Recipient shall submit the following technical reports:
    (1) A performance report for every year of the cooperative 
agreement (except the final year). Each report is due 60 days before 
the anniversary date of the cooperative agreement and shall describe 
research accomplished during the report period.
    (2) A summary of research, which is due by 90 days after the 
expiration date of the cooperative agreement, regardless of whether or 
not support is continued under another cooperative agreement. This 
report is intended to summarize the entire research accomplished during 
the duration of the cooperative agreement.
    (e) Performance reports and summaries of research shall display the 
following on the first page:
    (1) Title of the cooperative agreement.
    (2) Type of report.
    (3) Period covered by the report.
    (4) Name and address of the Recipient's organization.
    (5) Cooperative agreement number.
    (f) An original and two copies, one of which shall be of suitable 
quality to permit micro-reproduction, shall be sent as follows:
    (1) Original--Grant Officer.
    (2) Copy--Technical Officer
    (3) Micro-reproducible copy--NASA Center for Aerospace Information 
(CASI), Attn: Accessioning Department, 800 Elkridge Landing Road, 
Linthicum Heights, Maryland 21090-2934. [[Page 33182]] 


Sec. 1274.922  Suspension or revocation (XXX 1995).

    (a) This cooperative agreement may be suspended by NASA or revoked 
in whole or in part by the Recipient or by NASA after consultation with 
the other party. NASA may revoke the agreement, for example, if the 
Recipient is not making anticipated technical progress, if the 
Recipient materially fails to comply with the terms of the agreement, 
or if appropriated funds are not available to support the program.
    (b) Suspension of the cooperative agreement by NASA may occur when 
the Recipient has failed to comply with the terms of the cooperative 
agreement. Upon reasonable notice to the Recipient, NASA may 
temporarily suspend the cooperative agreement and withhold further 
payments, pending corrective action by the Recipient or a decision by 
NASA to revoke the cooperative agreement.
    (c) In the event of revocation, the Recipient shall not be entitled 
to additional funds or payments except as may be required by the 
Recipient to meet commitments which had in the judgment of NASA become 
firm prior to the effective date of revocation and are otherwise 
appropriate. In no event, shall these additional funds or payments 
exceed the amount of the next payable milestone billing amount.


Sec. 1274.923  Equipment and other property (XXX 1995).

    (a) NASA cooperative agreements permit acquisition of technical 
property required for the conduct of research. Acquisition of property 
costing in excess of $5,000 and not included in the approved proposal 
budget requires the prior approval of the Grant Officer unless the item 
is merely a different model of an item shown in the approved proposal 
budget.
    (b) Recipients may not purchase, as a direct cost to the 
cooperative agreement, items of non-technical property, examples of 
which include but are not limited to office equipment and furnishings, 
air conditioning equipment, reproduction and printing equipment, motor 
vehicles, and automatic data processing equipment. If the Recipient 
requests an exception, the Recipient shall submit a written request for 
Grant Officer approval, prior to purchase by the Recipient, stating why 
the Recipient cannot charge the property to indirect costs.
    (c) Under no circumstances shall cooperative agreement funds be 
used to acquire land or any interest therein, to acquire or construct 
facilities (as defined in 48 CFR (FAR) 45.301), or to procure passenger 
carrying vehicles.
    (d) The government shall have title to equipment and other personal 
property acquired with government funds. Such property shall be 
disposed of pursuant to 48 CFR (FAR) 45.603. The Recipient shall have 
title to equipment and other personal property acquired with Recipient 
funds. Such property shall remain with the Recipient at the conclusion 
of the cooperative agreement.
    (e) Title to Government furnished equipment (including equipment, 
title to which has been transferred to the Government pursuant to 14 
CFR 1260.408(d) prior to completion of the work) will remain with the 
Government.
    (f) The Recipient shall establish and maintain property management 
standards for nonexpendable personal property and otherwise manage such 
property as set forth in 14 CFR 1260.507.
    (g) Annually by October 31, the Recipient shall submit 2 copies of 
an inventory report which lists all Government furnished equipment and 
equipment acquired with Government funds in their custody as of 
September 30. The Recipient shall submit 2 copies of a final inventory 
report by 60 days after the expiration date of the cooperative 
agreement. The final inventory report shall contain a list of all 
Recipient acquired equipment and a list of Government furnished 
equipment. Annual and final inventory reports shall reflect the 
elements required in 14 CFR 1260.507(a)(1)(i), (ii), (iii), (v) through 
(viii) and beginning and ending dollar value totals for the reporting 
period and be submitted to the grant officer. When Government furnished 
equipment is no longer needed, the Recipient shall notify the 
Contracting Officer, who will provide disposition instructions.


Sec. 1274.924  Civil rights (XXX 1995).

    Work on NASA cooperative agreements is subject to the provisions of 
Title VI of the Civil Rights Act of 1964 (Pub. L. 88-352; 42 U.S.C. 
2000d-l), Title IX of the Education Amendments of 1972 (20 U.S.C. 1680 
et seq.), section 504 of the Rehabilitation Act of 1973, as amended (29 
U.S.C. 794), the Age Discrimination Act of 1975 (42 U.S.C. 6101 et 
seq.), and the NASA implementing regulations (14 CFR parts 1250, 1251, 
and 1252).


Sec. 1274.925  Subcontracts (XXX 1995).

    (a) NASA Grant Officer consent is required for subcontracts over 
$100,000, if not accepted by NASA in the original proposal, and may be 
requested through the Contract Administrator. The Recipient shall 
provide the following information to the Contract Administrator for 
forwarding to the Grant Officer:
    (1) A copy of the proposed subcontract.
    (2) Basis for subcontractor selection.
    (3) Justification for lack of competition when competitive bids or 
offers are not obtained.
    (4) Basis for award cost or award price.
    (b) The Recipient shall utilize small business concerns, small 
disadvantaged business concerns, Historically Black Colleges and 
Universities, minority educational institutions, and women-owned small 
business concerns as subcontractors to the maximum extent practicable. 
The Federal Acquisition Streamlining Act (FASA) requires that NASA 
obligate in each fiscal year five percent (5%) of the total value of 
all prime and subcontract awards to small disadvantaged businesses. 
FASA also established that NASA would participate in the Government-
wide objective to award at least five percent (5%) of the total value 
of all prime and subcontract awards to small businesses owned and 
controlled by women.


Sec. 1274.926  Clean Air-Water Pollution Control Acts (XXX 1995).

    If this cooperative agreement or supplement thereto is in excess of 
$100,000, the Recipient agrees to notify the Contract Administrator 
promptly of the receipt, whether prior or subsequent to the Recipient's 
acceptance of this cooperative agreement, of any communication from the 
Director, Office of Federal Activities, Environmental Protection Agency 
(EPA), indicating that a facility to be utilized under or in the 
performance of this cooperative agreement or any subcontract thereunder 
is under consideration to be listed on the EPA ``List of Violating 
Facilities'' published pursuant to 40 CFR 15.20. By acceptance of a 
cooperative agreement in excess of $100,000, the Recipient:
    (a) Stipulates that any facility to be utilized thereunder is not 
listed on the EPA ``List of Violating Facilities'' as of the date of 
acceptance;
    (b) agrees to comply with all requirements of section 114 of the 
Clean Air Act, as amended (42 U.S.C. 1857 et seq. as amended by Pub. L. 
91-604) and 308 of the Federal Water Pollution Control Act, as amended 
(33 U.S.C. 1251 et seq. as amended by Pub. L. 92-500) relating to 
inspection, monitoring, entry, reports and information, and all other 
requirements specified in the aforementioned sections, as well as all 
regulations and guidelines issued thereunder after award of and 
[[Page 33183]] applicable to the cooperative agreement; and
    (c) agrees to include the criteria and requirements of this clause 
in every subcontract hereunder in excess of $100,000, and to take such 
action as the Contract Administrator may direct to enforce such 
criteria and requirements.


Sec. 1274.927  Debarment and suspension and drug-free workplace (XXX 
1995).

    NASA cooperative agreements are subject to the provisions of 14 CFR 
part 1265, Government-wide Debarment and Suspension (Nonprocurement) 
and Government-wide requirements for Drug-Free Workplace, unless 
excepted by 14 CFR 1265.110 or 1265.610.


Sec. 1274.928  Foreign national employee investigative requirements 
(XXX 1995).

    (a) The Recipient shall submit a properly executed Name Check 
Request (NASA Form 531) and a completed applicant fingerprint card 
(Federal Bureau of Investigation Card FD-258) for each foreign national 
employee requiring access to a NASA Installation. These documents shall 
be submitted to the Installation's Security Office at least 75 days 
prior to the estimated duty date. The NASA Installation Security Office 
will request a National Agency Check (NAC) for foreign national 
employees requiring access to NASA facilities. The NASA Form 531 and 
fingerprint card may be obtained from the NASA Installation Security 
Office.
    (b) The Installation Security Office will request from NASA 
Headquarters, International Relations Division (Code IR), approval for 
each foreign national's access to the Installation prior to providing 
access to the Installation. If the access approval is obtained from 
NASA Headquarters prior to completion of the NAC and performance of the 
cooperative agreement requires a foreign national to be given access 
immediately, the Technical Officer may submit an escort request to the 
Installation's Chief of Security.


Sec. 1274.929  Restrictions on lobbying (XXX 1995).

    This award is subject to the provisions of 14 CFR part 1271 ``New 
Restrictions on Lobbying.''
Sec. 1274.930  Travel and transportation (XXX 1995).

    (a) For travel funded by the government under this agreement, 
section 5 of the International Air Transportation Fair Competitive 
Practices Act of 1974 (49 App. U.S.C. 1517) (Fly America Act) requires 
the Recipient to use U.S.-flag air carriers for international air 
transportation of personnel and property to the extent that service by 
those carriers is available.
    (b) Department of Transportation regulations, 49 CFR part 173, 
govern Recipient shipment of hazardous materials and other items.


Sec. 1274.931  Officials not to benefit (XXX 1995).

    No member of or delegate to Congress, or resident commissioner, 
shall be admitted to any share or part of this agreement, or to any 
benefit arising from it. However, this clause does not apply to this 
agreement to the extent that this agreement is made with a corporation 
for the corporation's general benefit.


Sec. 1274.932  Electronic funds transfer payment methods (XXX 1995).

    Payments under this cooperative agreement will be made by the 
Government either by check or electronic funds transfer (through the 
Treasury Fedline Payment System (FEDLINE) or the Automated Clearing 
House (ACH)), at the option of the Government. After award, but no 
later than 14 days before an invoice is submitted, the Recipient shall 
designate a financial institution for receipt of electronic funds 
transfer payments, and shall submit this designation to the Grant 
Officer or other Government official, as directed.
    (a) For payment through FEDLINE, the Recipient shall provide the 
following information:
    (1) Name, address, and telegraphic abbreviation of the financial 
institution receiving payment.
    (2) The American Bankers Association 9-digit identifying number for 
wire transfers of the financing institution receiving payment if the 
institution has access to the Federal Reserve Communication System.
    (3) Payee's account number at the financial institution where funds 
are to be transferred.
    (4) If the financial institution does not have access to the 
Federal Reserve Communications System, name, address, and telegraphic 
abbreviation of the correspondent financial institution through which 
the financial institution receiving payment obtains wire transfer 
activity. Provide the telegraphic abbreviation and American Bankers 
Association identifying number for the correspondent institution.
    (b) For payment through ACH, the Recipient shall provide the 
following information:
    (1) Routing transit number of the financial institution receiving 
payment (same as American Bankers Association identifying number used 
for FEDLINE).
    (2) Number of account to which funds are to be deposited.
    (3) Type of depositor account (``C'' for checking, ``S'' for 
savings).
    (4) If the Recipient is a new enrollee to the ACH system, a 
``Payment Information Form,'' SF 3881, must be completed before payment 
can be processed.
    (c) In the event the Recipient, during the performance of this 
cooperative agreement, elects to designate a different financial 
institution for the receipt of any payment made using electronic funds 
transfer procedures, notification of such change and the required 
information specified above must be received by the appropriate 
Government official 30 days prior to the date such change is to become 
effective.
    (d) The documents furnishing the information required in this 
clause must be dated and contain the signature, title, and telephone 
number of the Recipient official authorized to provide it, as well as 
the Recipient's name and contract number.
    (e) Failure to properly designate a financial institution or to 
provide appropriate payee bank account information may delay payments 
of amounts otherwise properly due.


Sec. 1274.933  Retention and examination of records (XXX 1995).

    Financial records, supporting documents, statistical records, and 
all other records (or microfilm copies) pertinent to this cooperative 
agreement shall be retained for a period of 3 years, except that if any 
litigation, claim, or audit is started before the expiration of the 3-
year period, the records shall be retained until all litigation, 
claims, or audit findings involving the records have been resolved, and 
records for nonexpendable property acquired with cooperative agreement 
funds shall be retained for 3 years after its final disposition. The 
retention period starts from the date of the submission of the final 
invoice. The Administrator of NASA and the Comptroller General of the 
United States, or any of their duly authorized representatives, shall 
have access to any pertinent books, documents, papers, and records of 
the Recipient and of subcontractors to make audits, examinations, 
excerpts, and transcripts. All provisions of this clause shall apply to 
any subcontractor performing substantive work under this cooperative 
agreement.
Appendix A--Contract Provisions

    All contracts awarded by a Recipient, including small purchases, 
shall contain the following provisions if applicable:
    1. Equal Employment Opportunity--All contracts shall contain a 
provision requiring compliance with E.O. 11246, [[Page 33184]] ``Equal 
Employment Opportunity,'' as amended by E.O. 11375, ``Amending 
Executive Order 11246 Relating to Equal Employment Opportunity,'' and 
as supplemented by regulations at 41 CFR part 60, ``Office of Federal 
Contract Compliance Programs, Equal Employment Opportunity, Department 
of Labor.''
    2. Copeland ``Anti-Kickback'' Act (18 U.S.C. 874 and 40 U.S.C. 
276c)--All contracts and subgrants in excess of $2,000 for construction 
or repair awarded by Recipients and subrecipients shall include a 
provision for compliance with the Copeland ``Anti-Kickback'' Act (18 
U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR 
part 3, ``Contractors and Subcontractors on Public Building or Public 
Work Financed in Whole or in Part by Loans or Grants from the United 
States''). The Act provides that each contractor or subrecipient shall 
be prohibited from inducing, by any means, any person employed in the 
construction, completion, or repair of public work, to give up any part 
of the compensation to which he is otherwise entitled. The Recipient 
shall report all suspected or reported violations to NASA.
    3. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-
333)--Where applicable, all contracts awarded by Recipients in excess 
of $2,000 for construction contracts and in excess of $2,500 for other 
contracts that involve the employment of mechanics or laborers shall 
include a provision for compliance with sections 102 and 107 of the 
Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as 
supplemented by Department of Labor regulations (29 CFR part 5). Under 
Subsection 102 of the Act, each contractor shall be required to compute 
the wages of every mechanic and laborer on the basis of a standard work 
week of 40 hours. Work in excess of the standard work week is 
permissible provided that the worker is compensated at a rate of not 
less than 1\1/2\ times the basic rate of pay for all hours worked in 
excess of 40 hours in the work week. Subsection 107 of the Act is 
applicable to construction work and provides that no laborer or 
mechanic shall be required to work in surroundings or under working 
conditions which are unsanitary, hazardous or dangerous. These 
requirements do not apply to the purchases of supplies or materials or 
articles ordinarily available on the open market, or contracts for 
transportation or transmission of intelligence.
    4. Rights to Inventions Made Under a Contract or Agreement--
Contracts or agreements for the performance of experimental, 
developmental, or research work shall provide for the rights of the 
Federal Government and the Recipient in any resulting invention in 
accordance with 37 CFR part 401, ``Rights to Inventions Made by 
Nonprofit Organizations and Small Business Firms Under Government 
Grants, Contracts and Cooperative Agreements,'' and any implementing 
regulations issued by the awarding agency.
    5. 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--Contracts 
and subgrants of amounts in excess of $100,000 shall contain a 
provision that requires the Recipient to agree to comply with all 
applicable standards, orders or regulations issued pursuant to the 
Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution 
Control Act as amended (33 U.S.C. 1251 et seq.). Violations shall be 
reported to NASA and the Regional Office of the Environmental 
Protection Agency (EPA).
    6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)--Contractors who 
apply or bid for an award of $100,000 or more shall file the required 
certification. Each tier certifies to the tier above that it will not 
and has not used Federal appropriated funds to pay any person or 
organization for influencing or attempting to influence an officer or 
employee of any agency, a member of Congress, officer or employee of 
Congress, or an employee of a member of Congress in connection with 
obtaining any Federal contract, grant or any other award covered by 31 
U.S.C. 1352. Each tier shall also disclose any lobbying with non-
Federal funds that takes place in connection with obtaining any Federal 
award. Such disclosures are forwarded from tier to tier up to the 
Recipient.
    7. Debarment and Suspension (E.O.'s 12549 and 12689)--No contract 
shall be made to parties listed on the General Services 
Administration's List of Parties Excluded from Federal Procurement or 
Nonprocurement Programs in accordance with E.O.s 12549 and 12689, 
``Debarment and Suspension.'' This list contains the names of parties 
debarred, suspended, or otherwise excluded by agencies, and contractors 
declared ineligible under statutory or regulatory authority other than 
E.O. 12549. Contractors with awards that exceed the small purchase 
threshold shall provide the required certification regarding its 
exclusion status and that of its principal employees.

Appendix B--Reports
    1. Individual procurement action report (NASA Form 507).
    The grant officer is responsible for submitting NASA Form 507 for 
all cooperative agreement actions.
    2. Inventory listings of equipment.
    As provided in paragraph (g) of Sec. 1274.923, an annual inventory 
listing of Government furnished equipment will be submitted by October 
31 of each year. Upon receipt of each annual inventory listing, the 
administrative grant officer will provide 1 copy to the NASA 
installation financial management officer and 1 copy to the NASA 
installation industrial property officer. A final inventory report of 
Government furnished equipment and grantee acquired equipment is due 60 
days after the end of the cooperative agreement, in accordance with 
subpart I. Upon receipt of the final inventory report, the 
administrative grant officer will provide 1 copy to the technical 
officer and 1 copy to the NASA Installation industrial property 
officer.
    3. Disclosure of lobbying activities (SFLLL).
    (a) Grant officers shall provide one copy of each SF LLL furnished 
under 14 CFR 1271.110 to the Procurement Officer for transmittal to the 
Director, Analysis Division (Code HC).
    (b) Suspected violations of the statutory prohibitions implemented 
by 14 CFR part 1271 shall be reported to the Director, Contract 
Management Division (Code HK).

Appendix C--Listing of Exhibits

Exhibit A--Format for Cooperative Agreement
National Aeronautics and Space Administration Cooperative Agreement

1. To:
2. Cooperative Agreement No.:
3. Supplement No.:
4. Effective Date:
5. Expiration Date:
6. For Research Entitled:
7. Award History
    Previous Amount:
    This Action:
    Total to Date:
Funding History
    Previous Obligation:
    This Action:
    Total to Date:
8. NASA Procurement Request No.:
    PPC Code:
    Appropriation:
9. Points of Contact:
    Technical Officer:
    Grant Administrator:
    Payment:
United States of America [[Page 33185]] 
    Recipient
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Grants Officer

Date:------------------------------------------------------------------

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Authorized Representative

Date:------------------------------------------------------------------

[FR Doc. 95-15536 Filed 6-26-95; 8:45 am]
BILLING CODE 7510-01-P