the part of any of his managers, superintendents, or other equivalent representatives, who has supervision or direction of (A) all or substantially all of the Contractor's business, or (B) all or substantially all of the Contractor's operations at any one plant or separate location in which this contract is being performed, or (C) a separate and complete major industrial operation in connection with the performance of this contract. The foregoing shall not restrict the right of the Contractor to be reimbursed for the cost of insurance maintained by the Contractor in connection with the performance of this contract, other than insurance required to be submitted for approval or required to be procured and maintained pursuant to the provisions of this clause, provided such cost would constitute Allowable Cost under the clause of this contract entitled "Allowable Cost, Fixed Fee and Payment".

(d) The Contractor shall give the Government or its representatives immediate notice of any suit or action filed, or prompt notice of any claim made, against the Contractor arising out of the performance of this contract, the cost and expense of which may be reimbursable to the Contractor under the provisions of this contract and the risk of which is then uninsured or in which the amount claimed exceeds the amount of coverage. The Contractor shall furnish immediately to the Government copies of all pertinent papers received by the Contractor. If the amount of the liability claimed exceeds the amount of coverage, the Contractor shall authorize representatives of the Government to collaborate with counsel for the insurance carrier, if any, in settling or defending such claim. If the liability is not insured or covered by bond, the Contractor shall, if required by the Government, authorize representatives of the Government to settle or defend any such claim and to represent the Contractor in or take charge of any litigation in connection therewith; provided, however, that the Contractor may, at his own expense, be associated with the representatives of the Government in the settlement or defense of any such claim or litigation.

§ 7-7.5001-23 Termination for default or for convenience of the Government. Insert the clause set forth in FPR 18.702.

§ 7-7.5001-24 Excusable delays.

Insert the clause set forth in FPR 18.708.

§ 7-7.5001-25 Stop work order.

STOP WORK ORDER (DECEMBER 1970) (a) The Contracting Officer may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the work called for by the contract for a period of ninety (90) days after the order is delivered to the Contractor, and for any further period to which the parties may agree. Any such order shall be specifically identified as a Stop Work Order issued pursuant to this clause. Upon receipt of such an shall order, the Contractor forthwith

comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop work order is delivered to the Contractor, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either

(i) Cancel the stop work order; or

(ii) Terminate the work covered by such order as provided in the clause of this contract entitled "Termination for Default or for Convenience of the Government".

(b) If a stop work order issued under this clause is canceled or the period of the order or any extension thereof expires, the Contractor shall resume work. An equitable adjustment shall be made in the delivery schedule, the estimated cost, the fee, or a combination thereof, and in any other provisions of the contract that may be affected, and the contract shall be modified in writing accordingly, if:

(i) The stop work order results in an increase in the time required for, or in the Contractor's cost properly allocable to, the performance of any part of this contract;

and

(ii) The Contractor asserts a claim for such adjustment within thirty (30) days after the end of the period of work stoppage; provided that, if the Contracting Officer decides the facts justify such action, he may receive and act upon any such claim asserted at any time prior to final payment under this contract. Failure to agree to any adjustment shall be a dispute concerning a question of fact within the meaning of the "Disputes" clause of this contract.

(c) If a stop work order is not canceled and the work covered by such order is terminated for the convenience of the Government, the reasonable costs resulting from the stop work order shall be allowed in arriving at the termination settlement.

§ 7-7.5001-26 Disputes.

DISPUTES (DECEMBER 1970)

(a) Except as otherwise provided in this contract, any dispute concerning a question of fact arising under this contract which is not disposed of by agreement shall be decided by the Contracting Officer, who shall reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Contracting Officer shall be final and conclusive unless within thirty (30) days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the Contracting Officer a written appeal addressed to the Administrator, Agency for International Development, Washington, D.C. 20523. The decision of the Administrator or his duly authorized representative for the determination of such appeals shall be final and conclusive unless determined by a court of competent jurisdiction to have been fraudulent or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this clause, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the contract and in accordance with the Contracting Officer's decision.

(b) This "Disputes" clause does not preclude consideration of law questions in connection with decisions provided for in paragraph (a) above; provided that nothing in this contract shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

§ 7-7.5001-27 Authorization and consent.

AUTHORIZATION AND Consent (DecemBER 1970)

The Government hereby gives its authorization and consent for all use and manufacture of any invention described in and covered by a patent of the United States in the performance of this contract or any part hereof or any amendment hereto or any subcontract hereunder (including any lower

tier subcontractor).

§ 7-7.5001-28 Notice and assistance regarding patent and copyright infringement.

Insert the clause set forth in FPR 17.103-4 and the following paragraph (c):

(c) This clause shall be included in all subcontracts.

[37 FR 3804, Feb. 23, 1972, as amended at 38 FR 28673, Oct. 16, 1973]

§ 7-7.5001-29 Patent rights.

Insert the appropriate clause set forth in FPR 1-9.107-5 or 1-9.107-6, under the conditions stated in FPR 19.107-4.

[41 FR 4922, Feb. 3, 1976]

§ 7-7.5001-30 Rights in data.

RIGHTS IN Data (DECEMBER 1970)

(a) The term "Subject Data" as used herein includes writings, sound recordings, pictorial reproductions, drawings or other graphical representations, and works of any similar nature (whether or not copyrighted) which are specified to be delivered under this contract. The term does not include financial reports, cost analyses, and other information incidental to contract administration.

(b) All Subject Data first produced in the performance of this contract shall be the sole property of the Government. The Contractor agrees not to assert any rights at common law or equity and not to establish any claim to statutory copyright in such Data. The Contractor shall not publish or reproduce such Data in whole or in part or in any manner or form, nor authorize others to do so, without the written consent of the Government until such time as the Government may have released such Data to the public.

(c) The Contractor agrees to grant and does hereby grant to the Government and to its officers, agents and employees acting within the scope of their official duties, a royalty-free, nonexclusive, and irrevocable license throughout the world (i) to publish, translate, reproduce, deliver, perform, use, and dispose of, in any manner, any and all Data not first produced or composed in the performance of this contract but which is incorporated in the work furnished under this contract; and (ii) to authorize others to do so.

(d) The Contractor shall indemnify and save and hold harmless the Government, its officers, agents and employees acting within the scope of their official duties against any liability including costs and expenses (i) for violation of proprietary rights, copyright or right of privacy, arising out of the publication, translation, reproduction, delivery, performance, use or disposition of any Data furnished under this contract; or (ii) based upon any libelous or other unlawful matter contained in such Data.

to be rendered and with respect to all documents prepared by the Contractor except as otherwise provided in the contract or as authorized by the Contracting Officer. Wherever weights and measures are required or authorized, all quantities and measures shall be made, computed and recorded in the metric system, unless specified otherwise in the schedule of the contract.

§ 7-7.5001-38 Security requirements.

SECURITY REQUIREMENTS (DECEMBER 1970)

(a) The provisions of the following paragraphs of this clause shall apply to the extent that this contract involves access to classified information ("Confidential," "Secret," or "Top Secret") or administratively designated information (“Limited Official Use").

(b) Whenever the Contracting Officer or his authorized representative has assigned a security classification ("Confidential," "Secret," or "Top Secret") or administrative designation ("Limited Official Use") to the Contract or any of the items handled under the Contract, the Contracting Officer or his authorized representative shall notify the Contractor (1) in writing of administrative designations and of any subsequent revisions in such designation, or (2) by use of "Security Requirements Check List" (Form DD 254) for classified information and any subsequent revisions in such classification.

(c) To the extent the Contracting Officer or his authorized representative has indicated as of the date of this Contract, or thereafter indicates security classification or administrative designation under this Contract, as provided in paragraph (b) of this section, the Contractor shall safeguard all classified and administratively designated items handled under this Contract and shall provide and maintain a system of security controls within his own organization. For classified information the system of security controls shall be in accordance with Department of Defense Security Agreement (DD Form 441), including the DOD Industrial Security Manual for Safeguarding Classified Information (DOD 5220.22-M). Instructions for safeguarding of administratively designated information are provided in Uniform State/AID/USIA Regulations (Volume 5, Foreign Affairs, Manual, Chapter 900), a copy of which will be furnished by the Contracting Officer or Mission Director.

(d) Representatives of the Department of Defense and/or AID having security cognizance over the facility shall have the right to inspect at reasonable intervals the procedures, methods, and facilities utilized by the Contractor in complying with the security requirements under this Contract. Should the Government, through these representatives determine that the Contractor is not

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complying with the security requirements of this Contract, the Contractor shall be informed in writing by the cognizant Security Office of the Department of Defense and/or AID of the proper action to be taken in crder to effect compliance with such requirements. The Contractor shall not be entitled to an adjustment in contract price, delivery schedule or both for required changes to his security procedures, methods or facilities in order that such procedures, methods and facilities be in compliance with the contract security requirements.

(e) If, subsequent to the date of this Contract, the security classifications or security requirements under this Contract are changed by the Government as provided in this clause and the security costs or time required for delivery under this Contract are thereby increased or decreased, the contract price, delivery schedule, or both and any other provision of the Contract that may be affected shall be subject to an equitable adjustment by reason of such increased or decreased costs. Any claim for adjustment under this clause must be asserted to the Contracting Officer within sixty (60) days from the date of receipt by the Contractor of the notification of change in security classification or security requirements unless extended in writing by the Contracting Officer.

(f) The Contractor shall not permit any alien access to classified or administratively controlled information.

(g) The Contractor agrees to insert, in all subcontracts hereunder which involve access to classified or administratively designated information, provisions which shall conform substantially to the language of this Clause, including this paragraph (g).

(h) The Contractor also agrees that he shall determine that any subcontractor proposed by him for the furnishing of supplies and services which will involve access to classified or administratively designated information in the Contractor's custody has been granted an appropriate facility security clearance, which is still in effect, prior to being accorded access to such classified or administratively designated information.

(i) The Contractor agrees to notify the Contracting Officer in writing after completion of the work under this Contract that (1) all classified or administratively designated information which was in his possession during the performance of the Contract has been disposed of in accordance with existing DOD and/or AID security requirements, or (2) no classified or administratively designated information came into his possession or any of his employees' possession during the performance of the Contract.

§ 7-7.5001-39 Notices.

NOTICES (DECEMBER 1970)

Any notice given by any of the parties hereunder shall be sufficient only if in writing and delivered in person or sent by telegraph, cable, or registered or regular mail as follows:

To A.I.D.: Administrator, Agency for International Development, Washington, D.C. 20523. Attention: Contracting Officer (the name of the cognizant Contracting Officer with a copy to the appropriate Mission Director).

To Contractor: At Contractor's address shown on the or to such other address as either of such parties shall designate by notice given as herein required. Notices hereunder shall be effective when delivered in accordance with this clause or on the effective date of the notice, whichever is later.

performed in whole or in part outside the United States. (These clauses are in addition to the clauses set forth in § 7-7.5001.)

§ 7-7.5002-1 Definitions.

DEFINITIONS (SEPTEMBER 1974)

(a) "Dependents" shall mean: (1) Spouse.

(2) Children (including step and adopted children) who are unmarried and under 21 years of age or, regardless of age, are incapable of self support.

(3) Parents (including step and legally adoptive parents), of the employee or of the spouse, when such parents are at least 51 percent dependent on the employee for support.

(4) Sisters and brothers (including step or adoptive sisters or brothers) of the employee, or of the spouse, when such sisters and brothers are at least 51 percent dependent on the employee for support, unmarried and under 21 years of age, or regardless of age, are incapable of self support.

(b) "Local currency" shall mean the currency of the Cooperating Country.

(c) "Regular Employee" shall mean a Contractor employee appointed to serve one year or more in the Cooperating Country.

(d) "Short Term Employee" shall mean a Contractor employee appointed to serve less than one year in the Cooperating Country. (e) "Traveler" shall mean Contractor's Regular Employees, Dependents of the Contractor's Regular Employees, the Contractor's Short Term Employees, Consultants and, as authorized by the Contracting Officer, the Contractor's Officers and Executives, or other persons.

(f) "Contractor's Chief of Party" shall mean the representative of the Contractor in the Cooperating Country who shall be responsible for supervision of the performance of all duties undertaken by the Contractor in the Cooperating Country.

[37 FR 3804, Feb. 23, 1972, as amended at 39 FR 21129, June 19, 1974]

§ 7-7.5002-2 Leave and Holidays.

LEAVE AND HOLIDAYS (SEPTEMBER 1974)

(a) Vacation leave overseas. (1) The Contractor may grant to his employees working overseas under this Contract, vacations of reasonable duration in accordance with the Contractor's established practice for his employees, but in no event shall such vacation leave be earned at a rate exceeding twentysix (26) work days per annum. Vacation leave is provided under this Contract primarily for purposes of affording necessary rest and recreation to regular employees during their tour of duty in the cooperating country. The Contractor's Chief of Party,

§ 7-7.5002-2

the employee and the cooperating country institution associated with this project shall develop vacation leave schedules early in the employee's tour of duty taking into consideration project requirements, employee preference, and other factors.

(2) Leave taken during the concluding weeks of an employee's tour shall be included in the established leave schedule and be limited to that amount of leave which can be earned during a twelve month period unless approved in accordance with paragraph (a)(3) of this section.

(3) Vacation leave earned but not taken by the end of the employee's tour pursuant to paragraphs (a) (1) and (2) of this section will be forfeited, unless the requirements of the project precluded the employee from taking such leave and the contracting officer, with the endorsement of the mission, approves one of the following as an alternative:

(i) Taking, during the concluding weeks of the employee's tour, leave not permitted under paragraph (a)(2) of this section, or

(ii) Lump-sum payment for leave not taken provided such leave does not exceed the number of days which can be earned by the employee during a twelve month period.

(b) Sick leave. Sick leave may be granted in accordance with the Contractor's usual practice but not to exceed 13 working days per annum. Additional sick leave after use of accrued vacation leave may be advanced in accordance with Contractor's usual practice if, in the judgment of the Contractor, and with the prior approval of the Contracting Officer, it is determined that such additional leave is in the best interest of the project. In no event shall such additional leave exceed 30 calendar days. Contractor agrees to reimburse AID for leave used in excess of the amount earned during the regular employee's assignment under this contract. Sick leave earned and unused at the end of a regular tour of duty may be carried over to a succeeding tour of duty. Unused sick leave is not reimbursable under this contract.

(c) Home leave. (1) For Contractor's regular employees who have served two years overseas (which period includes orientation in the United States) under this contract and have not taken more than thirty (30) days leave (vacation, sick or leave without pay) in the United States, home leave of up to thirty (30) calendar days in the United States will be allowed, provided that such regular employees agree to return overseas under an additional two year appointment, or for such shorter period of not less than one year of overseas service as the Contracting Officer may approve in advance, under the contract upon completion of home leave.