[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]
=======================================================================
-----------------------------------------------------------------------
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.
-----------------------------------------------------------------------
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
----------------------------------------------------------------------
Grants Officer
Date:------------------------------------------------------------------
----------------------------------------------------------------------
Authorized Representative
Date:------------------------------------------------------------------
[FR Doc. 95-15536 Filed 6-26-95; 8:45 am]
BILLING CODE 7510-01-P