Common use of U.S. Government End Users Clause in Contracts

U.S. Government End Users. The UPS Technology qualifies as “commercial items,” as that term is defined at Federal Acquisition Regulation 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation” (including any accompanying technical data) as such terms are used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-3, regardless of whether the UPS Technology is delivered as a product or accessed by the U.S. Government end user in conjunction with a service. The use, duplication, reproduction, release, modification, disclosure or transfer of the UPS Technology and any data relating thereto or derived therefrom, is restricted in accordance with 48 C.F.R. §12.211, 48 C.F.R. §12.212, 48 C.F.R. §227.7102-2, and 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable. This is in lieu of, and supersedes, any Federal Acquisition Regulations (“FAR”), the Defense FAR Supplement (“DFARS”), or other agency supplemental clause or provision that addresses government rights in computer software or technical data. U.S. Government end users will acquire the UPS Technology with only those rights set forth in this Agreement. If the U.S Government end user has a need for rights not conveyed under the terms described in this Section, it must negotiate with UPS to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable agreement to be effective. If this Agreement fails to meet the U.S Government end user’s needs, and the parties cannot reach a mutual agreement on terms for this Agreement, the U.S Government end user agrees to terminate its use of the UPS Technology and return any software or technical data delivered as part of the UPS Technology, unused, to UPS.