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Common use of Business Entity Clause in Contracts

Business Entity. FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)‌ H-32 IMPLEMENTATION OF ITER AGREEMENT ANNEX ON INFORMATION AND INTELLECTUAL PROPERTY‌ (a) Contractor agrees to be subject to the Agreement on the Establishment of the ITER International Fusion Energy Organization for the Joint Implementation of the ITER Project (the ITER Agreement) as it applies to intellectual property, as follows: specifically, and without limitation, subject inventions and data produced in the performance of this contract and subcontracts related to the ITER project are subject to the license rights and other obligations provided for in the ITER Agreement’s Annex on Information and Intellectual Property. (b) Background intellectual property of the Contractor, as defined in the Annex, is also subject to the provisions of the ITER Agreement. In particular and under certain circumstances, Contractor shall use it best efforts to identify Background Intellectual property (including patents and data) and grant a nonexclusive license in certain Background Intellectual Property to the parties to the ITER Agreement (Members) for commercial fusion use. However, in individual cases and for good cause shown in writing, the requirement for such a license may be waived by DOE. (c) Further, intellectual property generated by Contractor employees who are designated as seconded staff to the ITER organization shall be owned by the ITER Organization and the Contractor gets no rights to such intellectual property except those rights provided the Contractor by the Government as a result of the Government being a member of the ITER Organization. Contractor agrees that Contractor employee agreements will be suitably modified as necessary to effectuate this provision and that employees will be required to execute a separate secondary agreement with the ITER Organization. (d) The Government may provide to each ITER Member, as defined in the ITER Agreement, the right, for non-commercial uses, to translate, reproduce, and publicly distribute data produced in the performance of this contract. Contractor will deliver, at a minimum, to DOE, copies of all ITER-related peer-reviewed manuscripts provided to scientific and technical journal publishers which may then be distributed to Members in accordance with the ITER Agreement. Contractor agrees that the ITER Organization may impose a different delivery requirement in order to be in compliant with this paragraph and that, if so, Contractor agrees that this paragraph may be suitably modified to be in accordance with the ITER Agreement. (e) Contractor shall include the ITER patent and data rights clauses transmitted to the Contractor from the U.S. ITER Project Office, suitably modified to identify the parties, in all subcontracts related to ITER, at any tier, for experimental, developmental, demonstration or research work and in subcontracts in which technical data or computer software is expected to be produced or in subcontracts that contain a requirement for production or delivery of data. In performance of the Contract’s work at facilities and sites other than LANL, the Contractor shall comply with applicable requirements set forth in this Contract’s Appendix B entitled “List of Applicable Directives,” and any additional directives which have been established for the NNSA Prime Contractor at that facility/site that are applicable to the Contractor’s work being performed and that are applicable to the associated hazards at the particular facility or site. Allowable costs under this Contract shall be determined according to the requirements of the Contract’s Section I clause entitled “Payments and Advances.” For purposes of effective Contract implementation, certain general types of cost are being specifically identified below as allowable (to the extent reasonable and allocable to the contract and in accordance with other applicable requirements and limitations) and/or unallowable under this Contract to the extent indicated: (a) ITEMS OF ALLOWABLE COSTS: (1) Personnel costs in accordance with Section J, Appendix A, Statement of Work, Chapter III, Human Resources, and Appendix C, Personnel Appendix attached to this Contract. (b) ITEMS OF UNALLOWABLE COSTS: (1) Premium Pay for wearing radiation-measuring devices for Laboratory and all-tier cost-type subcontract employees. (2) Home office expenses, whether direct or indirect, relating to activities of the Contractor, except as otherwise specifically provided in the Contract or specifically agreed to in writing by the Contracting Officer. (3) Facilities capital cost of money for the Contractor including its “teaming arrangement” as defined in FAR 9.601. (4) Meals, snacks, refreshment and catering services, except as otherwise specifically agreed to in writing by the Contracting Officer. (5) Compensation of a Senior Executive in excess of the benchmark compensation amount determined applicable for the contractor fiscal year by the Administrator, Office of Federal Procurement Policy, are unallowable. (6) Costs that are unallowable under other contract terms shall not be allowable as compensation for personnel services.

Appears in 2 contracts

Samples: Solicitation, Offer and Award, Contract

Business Entity. FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)‌ FFRDC) The Contractor shall operate and manage Los Alamos National Laboratory consistent with Federal Acquisition Regulation (FAR) Subpart 35.017, and have as its sole purpose the management and operation of Los Alamos National Laboratory. Accordingly, the Contractor will establish and maintain its own system of policies and procedures related to the management and operation of the Laboratory, which is consistent with the terms of this Contract, DOE Directives, regulations and practices. H-32 IMPLEMENTATION OF ITER AGREEMENT ANNEX ON INFORMATION AND INTELLECTUAL PROPERTY‌PROPERTY (a) Contractor agrees to be subject to the Agreement on the Establishment of the ITER International Fusion Energy Organization for the Joint Implementation of the ITER Project (the ITER Agreement) as it applies to intellectual property, as follows: specifically, and without limitation, subject inventions and data produced in the performance of this contract and subcontracts related to the ITER project are subject to the license rights and other obligations provided for in the ITER Agreement’s Annex on Information and Intellectual Property. (b) Background intellectual property of the Contractor, as defined in the Annex, is also subject to the provisions of the ITER Agreement. In particular and under certain circumstances, Contractor shall use it best efforts to identify Background Intellectual property (including patents and data) and grant a nonexclusive license in certain Background Intellectual Property to the parties to the ITER Agreement (Members) for commercial fusion use. However, in individual cases and for good cause shown in writing, the requirement for such a license may be waived by DOE. (c) Further, intellectual property generated by Contractor employees who are designated as seconded staff to the ITER organization shall be owned by the ITER Organization and the Contractor gets no rights to such intellectual property except those rights provided the Contractor by the Government as a result of the Government being a member of the ITER Organization. Contractor agrees that Contractor employee agreements will be suitably modified as necessary to effectuate this provision and that employees will be required to execute a separate secondary agreement with the ITER Organization. (d) The Government may provide to each ITER Member, as defined in the ITER Agreement, the right, for non-commercial uses, to translate, reproduce, and publicly distribute data produced in the performance of this contract. Contractor will deliver, at a minimum, to DOE, copies of all ITER-related peer-reviewed manuscripts provided to scientific and technical journal publishers which may then be distributed to Members in accordance with the ITER Agreement. Contractor agrees that the ITER Organization may impose a different delivery requirement in order to be in compliant with this paragraph and that, if so, Contractor agrees that this paragraph may be suitably modified to be in accordance with the ITER Agreement. (e) Contractor shall include the ITER patent and data rights clauses transmitted to the Contractor from the U.S. ITER Project Office, suitably modified to identify the parties, in all subcontracts related to ITER, at any tier, for experimental, developmental, demonstration or research work and in subcontracts in which technical data or computer software is expected to be produced or in subcontracts that contain a requirement for production or delivery of data. In performance of the Contract’s work at facilities and sites other than LANL, the Contractor shall comply with applicable requirements set forth in this Contract’s Appendix B entitled “List of Applicable Directives,” and any additional directives which have been established for the NNSA Prime Contractor at that facility/site that are applicable to the Contractor’s work being performed and that are applicable to the associated hazards at the particular facility or site. Allowable costs under this Contract shall be determined according to the requirements of the Contract’s Section I clause entitled “Payments and Advances.” For purposes of effective Contract implementation, certain general types of cost are being specifically identified below as allowable (to the extent reasonable and allocable to the contract and in accordance with other applicable requirements and limitations) and/or unallowable under this Contract to the extent indicated: (a) ITEMS OF ALLOWABLE COSTS: (1) Personnel costs in accordance with Section J, Appendix A, Statement of Work, Chapter III, Human Resources, and Appendix C, Personnel Appendix attached to this Contract. (b) ITEMS OF UNALLOWABLE COSTS: (1) Premium Pay for wearing radiation-measuring devices for Laboratory and all-tier cost-type subcontract employees. (2) Home office expenses, whether direct or indirect, relating to activities of the Contractor, except as otherwise specifically provided in the Contract or specifically agreed to in writing by the Contracting Officer. (3) Facilities capital cost of money for the Contractor including its “teaming arrangement” as defined in FAR 9.601. (4) Meals, snacks, refreshment and catering services, except as otherwise specifically agreed to in writing by the Contracting Officer. (5) Compensation of a Senior Executive in excess of the benchmark compensation amount determined applicable for the contractor fiscal year by the Administrator, Office of Federal Procurement Policy, are unallowable. (6) Costs that are unallowable under other contract terms shall not be allowable as compensation for personnel services.

Appears in 1 contract

Samples: Contract