NORTHROP GRUMMAN SYSTEMS CORPORATION

Transcription

1 All of the additional terms and conditions set forth below are incorporated in and made part of this Order. Any conflict between any of the conditions contained in this addendum and those appearing on Northrop Grumman Systems Corporation Purchase Order Terms and Conditions shall be resolved in favor of the conditions in this addendum. I. ADDITIONS A. AFLCAMC/WIG-HAAE IDENTIFICATION AND ASSERTION OF RESTRICTIONS ON TECHNICAL DATA AND COMPUTER SOFTWARE FOR ORDERS UNDER THIS CONTRACT (SEP 2015) See page 3 for full text. B. AFLCMC/WIG-HAAF DELIVERY AND LICENSE RIGHTS FOR TECHNICAL DATA AND COMPUTER SOFTWARE NECESSARY FOR DEPOT-LEVEL MAINTENANCE AND TRAINING SYSTEMS FOR ORER UNDER THIS CONTRACT (SEP 2015) See page 4 for full text. C. TERMS AND CONDITIONS SUBJECT TO CHANGE (T ) Seller understands and agrees that the terms and conditions of this Order are subject to change as a result of definitization of the prime contract. Seller agrees to negotiate same with Buyer promptly and in good faith. I. REVISIONS A. The following changes are made to the clause entitled, FAR and DFARS Provisions/Clauses : 1. Add the following FAR clauses: WHISTLEBLOWER PROTECTIONS UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF PROTECTING THE GOVERNMENT S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT OPTION TO INCREASE QUANITY OPTION TO INCREASE QUANITY SEPARATELY PRICED LINE ITEM OPTION TO EXTEND SERVICES (Applies only to Orders for services) Period of time. As applicable in delivery/task orders OPTION TO EXTEND THE TERMS OF THE CONTRACT Para. (a), Period of time. As applicable in delivery/task orders Para. (a), days 30 Para. (c), Number of Months/Years, 10 years ENERGY EFFICIENCY IN ENERGY-CONSUMING PRODUCTS WORKER S COMPESATION INSURANCE (DEFENSE BASE ACT) PAGE 1 OF 6

2 2. Add the following DFARS clauses: SAFEGUARDING OF UNCLASSIFIED CONTROLLED TECHNICAL INFORMATION DISCLOSURE OF INFORMATION TO LITIGATION SUPPORT CONTRACTORS ITEM IDENTIFICATION AND VALUATION ITEM IDENTIFICATION OF GOVERNMENT PROPERTY PROHIBITION ON STORAGE AND DISPOSAL OF TOXIC AND HAZARDOUS MATERIALS, BASIC AND ALT I RESTRICTION ON ACQUISITION OF SPECIALTY METALS EXPORTS BY APPROVED COMMUNITY MEMBERS IN PERFORMANCE OF THE CONTRACT Note: Applicable to delivery tasks COST AND SOFTWARE DATA REPORTING SYSTEM Note: Applicable to subcontract that exceeds $50 million PROHIBITION ON INTERROGATION OF DETAINEES BY CONTRACTOR PERSONNEL CONTINUATION OF ESSENTIAL CONTRACTOR SERVICES Para. (b), identify attachment, As applicable in delivery/task order Para. (b), date As applicable in delivery/task order PASS-THROUGH OF MOTOR CARRIER FUEL SURCHARGE ADJUSTMENT TO THE COST BEARER 3. Add the following DFARS clauses inserted information: DISPLAY OF FRAUD HOTLINE POSTER(S) Para (b)(2) (Insert). 4. Add the following AFFARS clauses: DHS OFFICE OF INSPECTOR GENERAL 245 MURRAY DR, SW, BUILDING 410 WASHINGTON, DC (End of clause) ELIMINATION OF USE OF CLASS I OZONE DEPLETING SUBSTANCES (ODS) HEALTH AND SAFETY ON GOVERNMENT INSTALLATIONS PAGE 2 OF 6

3 II. ADDITIONS (Full text for I. ADDITIONS) AFLCAMC/WIG-HAAE INDENTIFICATION AND ASSERTION OF RESTRICTIONS ON TECHNICAL DATA AND COMPUTER SOFTWARE FOR ORDERS UNDER THIS CONTRACT (SEP 2015) a. Definitions. Terms used in this Special Contract Requirement (SCR) that are defined in the following clauses and SCR have the same meaning as set forth in those clauses: 1. DFARS (FEB 2014); 2. DFARS (FEB 2014); 3. DFARS (FEB 2014); 4. DFARS (JAN 2011); or 5. AFLCMC/WIGK-HAAF Delivery and License Rights for Technical Data and Computer Software Necessary for Depot-Level Maintenance and Training Systems for Orders under this Contract (SEP 2015) b. Identification and Assertion of Restrictions. The Contractor shall not deliver or otherwise provide to the Government any technical data or computer software with restrictive markings (or otherwise subject to restrictions on access, use, modification, reproduction, release, performance, display, or disclosure) unless the technical data or computer software has been identified in accordance with the following requirements: 1. Pre-Award Identification and Assertion. In Attachment XX (TBD as applicable in delivery/task orders) to the contract, the Contractor (including its subcontractors or suppliers, or potential subcontractors or suppliers, at any tier) identified all technical data and computer software that it proposed to be delivered or otherwise provided (including all Option CLINs as if the Options were exercised) with less than Unlimited Rights as follows. Upon request by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate any listed assertions. A. Noncommercial Technologies. Noncommercial technical data and noncommercial computer software was identified pursuant to DFARS B. Commercial Technologies. The Contractor also identified and asserted any restrictions for all commercial computer software and commercial technical data (i.e., technical data pertaining to a commercial item) by providing the same types of information, using a similar format, and following the same procedures and requirements as specified at DFARS C. The requirement to submit, complete, and sign the identification and assertions required by paragraphs b.1.a or b.1.b of this clause will become a material part of this contract and failure to meet this requirement could have rendered the offer ineligible for award. 2. Post-Award Updates to the Pre-Award Identification and Assertions. Except as provided in this paragraph the Contractor (including its subcontractors or suppliers at any tier) shall not supplement or revise the pre-award Identification and Assertions (Attachment XX (TBD as applicable in delivery/task orders)) after contract award. A. Noncommercial Technologies. Post-award identification and assertion of restrictions on noncommercial technical data and noncommercial computer software are governed by paragraph (e) of DFARS and DFARS , respectively. B. Commercial Technologies. The Contractor may supplement or revise its pre-award identification and PAGE 3 OF 6

4 assertion of restrictions on commercial computer software and commercial technical data only if such an expansion or revision would be permitted for noncommercial computer software or noncommercial technical data pursuant to paragraph b.2.a of this clause. c. Specific Identification of Technical Data and Computer Software. When identifying and asserting restrictions on technical data and computer software pursuant to paragraph (b) of this clause, the Contractor shall- 1. Ensure that the technical data and computer software are identified by specific reference to the requirement to deliver or provide that technical data or computer software in the contract, for example, by referencing the associated CLINs, CDRLs, or paragraphs in the statement of work. Regarding any computer software that is rehosted, modified, or developed exclusively or partially at Government expense, the asserted restrictions on the associated data license rights shall specifically address source code, object code, executable code, documentation, software support tools, Software/Systems Engineering Environment (S/SEE) documentation, Systems/Software Requirement Documents, Interface Control Documents, etc. 2. Include the relevant information for all technical data and computer software that are or may be required to be delivered or otherwise provided under the contract -- including all Option CLINs or other optional or contingent delivery requirements (i.e., presuming that the Government will exercise the option to require delivery), online or remote access to information, and firmware or other computer software to be embedded in hardware deliverables. d. Copies of Negotiated, Commercial, and Other Non-Standard Licenses. Contractor shall provide copies of all proposed specially negotiated licenses(s), commercial license(s), and any other asserted restrictions other than Government purpose rights, limited rights, restricted rights, Small Business Innovation Research (SBIR) Program data rights for which the protection period has not expired, or Government's minimum rights as specified in the clause at (End of Clause) AFLCMC/WIG-HAAF DELIVERY AND LICENSE RIGHTS FOR TECHNICAL DATA AND COMPUTER SOFTWARE NECESSARY FOR DEPOT-LEVEL MAINTENANCE AND TRAINING SYSTEMS FOR ORER UNDER THIS CONTRACT (SEP 2015) a. Definitions. As used in this special contract requirement and associated CLINs 1. The term "depot-level maintenance" as used in this contract - A. Includes, but is not limited to - (i) Installation, inspection, localization, isolation, disassembly, interchange, repair, reassembly, alignment, checkout; and (ii) Maintenance performed on material requiring repair, major overhaul, or complete rebuild of parts, assemblies, subassemblies, and end items, and including modification, testing, and reclamation. B. Does not include the manufacture of new items. 2. The term "OMIT Data" as used in this contract is defined as all technical data (including computer software documentation), development tools, graphics, and computer software necessary for operation, maintenance, installation, or training purposes (other than detailed manufacturing and processing data) pertaining to the RQ-4 Global Hawk system and equipment associated with its life cycle support sustainment. OMIT data includes all technical data required to accomplish Organizational, Intermediate, and Depot levels of maintenance, including Air Force sustainment of the technical data itself. PAGE 4 OF 6

5 3. Other terms used in this special contract requirement defined in the following clauses have the same meaning as set forth in those clauses: A. DFARS (FEB 2014); B. DFARS (FEB 2014); and C. DFARS (FEB 2014). b. Delivery Requirements. Pursuant to the SOW (TBD as applicable in delivery/task orders), the Contractor shall deliver all technical data and computer software necessary for organizational and depot level maintenance of the entire RQ-4 Global Hawk system and equipment. In addition, the Contractor shall deliver all technical data and computer software necessary to develop the Type 1 training data, to develop the Aircrew Training System (ATS), and to develop the Government-owned System Integration Laboratory (SIL). 1. General. The Contractor shall provide the technical data, development tools, and computer software having the characteristics (e.g., content, format, and delivery medium) necessary for organizational and depot-level maintenance, Type 1 training, and ATS development, as determined and required by the Government. The Government requirements for such technical data or computer software include - A. No less information or detail than industry standards, nor less than the contractor typically requires to perform such maintenance or training activities; and B. Additional information or detail necessary for purposes related to organizational and depot-level maintenance or training systems. 2. Depot-Level Maintenance Technical Data and Computer Software. Technical data and computer software described under the SOW (TBD as applicable in delivery/task orders) must comprise a complete package of all technical data and computer software necessary for the Government to perform depot level maintenance for the entire RQ-4 Global Hawk system and equipment, including all systems, subsystems, and components without exception. This includes technical data and computer software necessary for installation and de-installation, and disassembly and reassembly, at the lowest practicable segregable level that does not require detailed manufacturing or process information. Examples of technical data and computer software that are needed to perform depot level maintenance include, but are not limited to, the following: A. Detailed airframe technical data and information regarding all systems, B. Depot-level maintenance technical data and information regarding all systems, subsystems, and components; C. Interface Control Documents (ICDs); and D. Computer software and computer software documentation necessary to perform depot-level maintenance on computer programs. 3. Training Systems Technical Data and Computer Software. Technical data and computer software delivered under the SOW (TBD as applicable in delivery/task orders) must comprise a complete package of all technical data and computer software necessary for the Government to develop training courses, and develop the ATS for all GH/Triton systems, subsystems, and components. The Contractor is not required to provide detailed manufacturing or process data. c. Data and License Rights. Pursuant to the contract clauses and regulations governing rights in technical data and computer software (e.g., DFARS Subparts and , , , , and ), the Government is granted unlimited rights in OMIT data (with the exception of commercial computer software, which shall be subject to the software license). PAGE 5 OF 6

6 d. Technical Data and Computer Software of Subcontractors and Suppliers. The Contractor's obligations in this H-clause shall apply to all technical data and computer software, including all technical data or computer software developed, delivered, or other provided by subcontractors or suppliers at any tier, and regardless of whether the computer software or technical data is or relates to commercial items or noncommercial items. The Contractor shall include these requirements in its subcontracts or other contractual or legal instruments with its subcontractors or suppliers at any tier. e. Validation of Asserted Restrictions and Restrictive Markings. Nothing in this special contract requirement limits or otherwise affects the parties' rights or obligations specified in DFARS or DFARS (End of Clause) PAGE 6 OF 6