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12. Convenant against Contingent Fees

Her Majesty's Government warrant that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by Her Majesty's Government for the purpose of securing business. For breach or violation of this warranty the United States Government shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration the full amount of such commission, percentage, brokerage or contingent fee. 13. Gratuities

Her Majesty's Government agree to apply to this Agreement the provisions embodied in Section 631 of Public Law 179 and Section 629 of Public Law 488, 82nd Congress of the United States. 14. Filing of Patent Applications

While and so long as the subject matter of this Agreement is classified, Her Majesty's Government agree that they will not file or cause to be filed, an application for patent or to register a design disclosing any of said subject matter without concurrently referring the application or registration to the Contracting Officer for determination as to whether, for reasons of security, such application or registration should be held in secrecy. 15. Copyright (1) Her Majesty's Government agree to and do hereby grant to

the United States Government, and to its officers, agents and
employees acting within the scope of their official duties :
(i) A royalty-free, non-exclusive and irrevocable licence

to publish, translate, reproduce, deliver, perform, use
and dispose of, and to authorise in behalf of the
United States Government or in the furtherance of
mutual defence, others so to do, all copyrightable
material first produced or composed and required to
be delivered to the United States Government under
this Agreement by Her Majesty's Government, its
employees or any individual or concern specifically
employed or assigned to originate and prepare such

material; and (ii) A licence as aforesaid under, or in respect of, any

and all copyrightable work not first produced or composed by Her Majesty's Government in the performance of this Agreement but which is incorporated in the material furnished under this Agreement, provided that such licence shall be only to the extent Her Majesty's Government now has, or prior to completion of final settlement of this Agreement may acquire, the right to grant such licence without becoming liable to pay compensation to others solely

because of such grant. (2) Her Majesty's Government agree that they will exert all

reasonable effort to advise the Contracting Officer, at the time of delivering any copyrightable or copyrighted work furnished under this Agreement, of any adversely held copyrighted or copyrightable material incorporated in any such work and of any invasion of the right of privacy therein

contained. (3) Her Majesty's Government agree to report to the Contracting

Officer, promptly and in reasonable written detail, any notice or claim of copyright infringement received by Her Majesty's Government with respect to any material delivered under this

Agreement. (4) Nothing contained in this paragraph shall be deemed, directly

or indirectly, to grant any licence under any patent now or hereafter granted or to grant any right to reproduce anything

else called for by this Agreement. 16. Guaranty

Her Majesty's Government undertake that the benefit of any guaranty obtained in respect of any subcontract shall be passed on to the United States Government. 17. Security

Any materials, documents, designs, drawings or specifications delivered by the United States Government to Her Majesty's Government and any materials, documents, designs, drawings, specifications or supplies delivered by Her Majesty's Government to the United States Government in the performance of this Agreement, which are classified by the originating Government as “Top Secret,” “Secret,” “Confidential" or "Restricted,” shall be given a corresponding classification by the other Government, and each Government shall observe and enforce the same security measures for the safeguarding of the classified material of the other Government as though it were classified material belonging to it. The receiving Government will, on request, give to the originating Government an acknowledgement of receipt in writing for any such classified material. 18. Technical Information

Her Majesty's Government agree to grant and do hereby grant to the United States Government the right to reproduce, use and disclose, in behalf of the United States Government or in the furtherance of mutual defence, all or any part of the reports, drawings, blueprints, data and technical information specified to be delivered by Her Majesty's Government to the United States Government under this Agreement; provided that the granting of such rights shall be to the extent that Her Majesty's Government are able to obtain and grant such rights. 19. Assignment of Claims

No claim arising under this Agreement shall be assigned by Her Majesty's Government except as follows: (a) Pursuant to the provisions of the Assignement of Claims Act

of 1940 (31 U.S. Code 203, 41 U.S. Code 15), if this Agreement provides for payments aggregating 1,000 dollars or more, claims for moneys due or to become due to Her Majesty's Government from the United States Government under this Agreement may be assigned to a bank, trust company or other financing institution, including any Federal lending agency, and may thereafter be further assigned and released to any other such institution. Any such assignement or reassignment shall cover all amounts payable under this Agreement and not already paid and shall not be made to more than one party, except that any such assignment or reassignment may be made to one party as agent or trustee for two or

more parties participating in such financing. (b) In no event shall copies of this Agreement or of any plans,

specifications or other similar documents relating to work under this Agreement, if marked “Top Secret,” “Secret,” "Confidential" or "Restricted," be furnished to any assignee of any claim arising under this Agreement or to any other person not entitled to receive the same; provided that a copy of any part or all of this Agreement so marked may be furnished, or any information contained therein may be disclosed, to such assignee upon the prior written authorisation

of the Contracting Officer. 20. Labour

The provisions of this Agreement and the performance thereunder shall be subject to and in accordance with the laws of the United Kingdom of Great Britain and Northern Ireland, from time to time in effect, which govern the hours, wages, labour relations (including collective bargaining), workman's compensation, working conditions and other matters pertaining to labour.

The rights and obligations of the parties to this Agreement shall be subject to and governed by the Cover Sheet, the Schedule consisting of numbered page(s), the General Provisions consisting of

numbered pages and this Signature Sheet. To the extent of any inconsistency between the Schedule or the General Provisions, and any specifications or other provisions which are made a part of this Agreement by reference or otherwise, the Schedule and the General Provisions shall control. To the extent of any inconsistency between the Schedule and the General Provisions, the Schedule shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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(Address) See Department of the Navy JAG Instr. 5710.1, October 11, 1956, subject, “Compilation of Unclassified Treaties and Agreements of Interest to the Navy.” This Memorandum of Understanding is not published.

APPENDIX H

REGULATIONS OF THE NATIONAL AERONAUTICS

AND SPACE ADMINISTRATION
(NASA PR Part 9—Patents, Data and Copyrights)

25 Fed. Reg. 10766 (1960) 9.000 Scope of part.

This part sets forth policies and procedures pertaining to patents, data, and copyrights in connection with the procurement of supplies and services.

SUBPART 9.1—PATENTS 9.100 Scope of subpart.

(a) This subpart prescribes instructions which define and implement the policy of NASA with respect to:

(1) Inventions made in the performance of work under contract with NASA;

(2) Patent infringement liability of the United States resulting from work performed under contract with NASA;

(3) Security requirements covering patent applications containing classified subject matter; and

(4) Patent royalties payable in connection with the performance of contracts with NASA.

(b) The policies and instructions prescribed in this subpart are applicable to contracts which are to be performed within the United States, its possessions, and Puerto Rico. The Office of the General Counsel, NASA, should be consulted for policies, instructions, and contract clauses to be used in contracts which are to be performed outside the United States, its possessions, and Puerto Rico, concerning patents, data, and copyrights. 9.101 Property rights in inventions made in the performance

of work under NASA contracts. 9.101-1 General.

Except for any invention made in the performance of any work under any contract with NASA of the type described in NASA PR 9.101–2, it is the policy of NASA:

(a) To pay reasonable compensation for the acquisition of rights in any invention covered by a valid patent issuing thereon and enforceable against the Government. Such rights in "background” patents will not be acquired in contracts for supplies and services except by specific negotiation for such rights, unless the patents and the rights thereunder are listed and priced as a separate contract item. Questions of a validity, enforceability and infringement of patents will be determined by the Office of the General Counsel, NASA Headquarters.

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