The Boeing Company

SPECIAL PROVISIONS - Technical Data/Software

F. TECHNICAL DATA/SOFTWARE

1. CONTRACT ITEMS REQUIRING EXPERIMENTAL, DEVELOPMENTAL OR RESEARCH WORK. For purposes of defining the nature of the work and the scope of rights in data, it is agreed that this contract requires the performance of experimental, developmental or research work. This clause does not constitute a determination as to whether any technical data required to be delivered under this contract falls within the definition of limited rights data.
2. TECHNICAL DATA OWNERSHIP. All technical data and all intellectual property rights related to such technical data including, but not limited to, all research and engineering data and designs, engineering and manufacturing drawings, specifications, standards, process information, manuals, technical reports, computer software and related information, first produced and/or resulting from the performance of this contract shall be the sole property of the Buyer. Seller shall not use any such technical data for any purpose, other than the performance of this contract with Buyer, without the express written permission of the Buyer. Original works of authorship created by Seller during performance of this contract are specially ordered by Buyer and are considered "works made for hire" under U.S. copyright law. Buyer shall be deemed the author of such works. If any such work is determined by a court of competent jurisdiction not to be a "work-made for hire," this agreement shall operate as an irrevocable assignment by the author of such work to Buyer of the copyright in the work, including all right, title and interest throughout the world.
3. RESERVED
4. UNLIMITED RIGHTS. In accordance with the requirements of Buyer's contract with the Government Seller agrees that all technical data and computer software to be delivered or subject to delivery under this contract shall be furnished with unlimited rights.
5. PREDETERMINATION OF RIGHTS IN DATA.
1. Subject to the provisions of DAR 7-104.9(a)/DFARS 252.227-7013, it is agreed between the parties that, except as provided in paragraph (b) below, all technical data required to be delivered or subject to order under this contract falls within one or more of the nine categories described in paragraph "b.1(i)" through "(ix)" of such clause, and is therefore to be furnished with unlimited rights.
2. Seller shall identify ninety (90) days before technical data is to be delivered under this contract the data that, when delivered, may be marked with a restrictive legend of the kind quoted in DAR 7-104.9(a)/DFARS 252.227-7013. The Seller agrees that at the time said data is identified, he will furnish sufficient evidence to support his view that the data which will be so marked comes within the definition of limited rights data.
6. IDENTIFICATION OF LIMITED RIGHTS DATA. Seller will identify specifically in writing to Buyer, prior to Seller acceptance of this contract and any performance thereof, all technical data required to be furnished by Seller which will be marked with a restrictive legend of the "Rights in Technical Data and Computer Software" clause of this contract. Seller further agrees to identify technical data pertaining to design changes which Seller intends to deliver limited rights, contemporaneous with the processing of such design changes. If requested by Buyer, Seller shall provide support for any assertions of limited rights.
7. IDENTIFICATION OF RESTRICTED RIGHTS SOFTWARE. The Offeror is required to identify in his proposal, to the extent feasible, any such computer software which was developed at private expense and upon the use of which it desires to negotiate restrictions, and to state the nature of the proposed restrictions. Any restrictions on the Government's use or disclosure of computer software developed at private expense and to be delivered under the contract must be set forth in an agreement made a part of the contract, either negotiated prior to award or included in a modification of the contract before such delivery. If no such computer software is identified, all deliverable computer software will be subject to unlimited rights.
8. DATA-ASSOCIATE CONTRACTOR. Seller agrees that subject to the other data provisions of this contract, any technical data furnished to Buyer by Seller may be furnished to the associate contractors for this program, identified elsewhere in this contract, for and in connection with this program.
9. LIMITED RIGHTS DATA. When the Seller submits a notice of limited rights in technical data to the Buyer in accordance with DAR 7-104.9(b)/DFARS 252.227-7013, Seller will include the representation required by DFARS 252.227-7013(j) shall be provided.
10. RIGHTS IN DATA - GENERAL. FAR 52.227-14, "Rights in Data - General," is incorporated by reference.
11. RIGHTS IN DATA - GENERAL (NASA). NASA FAR SUPP. 18-52.227-74, "Rights in Data - General," is incorporated by reference.
12. ADDITIONAL DATA REQUIREMENTS. FAR 52.227-16, Additional Data Requirements, is incorporated by reference.
13. TECHNICAL DATA FURNISHED OR DELIVERED WITH RESTRICTIONS. Technical data furnished or delivered by the Seller, including any technical data pertaining to or qualifying as a commercial item, shall be deemed furnished with unlimited rights as defined in DFARS 252.227-7013, unless identified in the Attachment noted below, which may be amended in accordance with DFARS 252.227-7013. Any technical data so identified may be used, reproduced or further disclosed, with restrictions, by the Buyer solely in the performance of Buyer's contract with its customer. Technical data to be furnished or delivered with restrictions is identified in Attachment _____.
14. COMPUTER SOFTWARE FURNISHED OR DELIVERED WITH RESTRICTIONS. Computer software furnished or delivered by the Seller, including any computer software pertaining to or qualifying as a commercial item, shall be deemed furnished or delivered to Buyer and the Government with unlimited rights as defined in DFARS 252.227-7014, unless identified in the Attachment noted below, which may be amended in accordance with DFARS 252.227-7014. Any computer software so identified may be used, reproduced or further disclosed, with restrictions by the Buyer solely in the performance of Buyer's contract with its customer. Computer software to be furnished or delivered with restrictions is identified in Attachment ______.
15. INDEMNIFICATIONS OF THE GOVERNMENT AND BUYER. To the extent such DFARS provisions are included in this contract, "Contractor" shall mean "Seller" and "Government" shall mean "Government and Buyer" in the indemnifications set forth in paragraph (e) of DFARS 252.227-7020, paragraph (c) of DFARS 252.227-7021 and paragraph (c) of DFARS 252.227-7025.

The foregoing indemnity provisions were the subject of specific discussion and negotiations between the parties and the terms and conditions of this contract were entered into in consideration of such indemnity provisions.

16. GOVERNMENT RIGHTS IN COMMERCIAL TECHNICAL DATA
1. The Government shall acquire only the technical data customarily provided to the public with a commercial item or process, except in accordance with license terms as may be agreed by the parties, technical data that --

(1) Are form, fit, or function data;

(2) Are required for repair or maintenance of commercial items or processes, or for the proper installation, operating, or handling of a commercial item, either as a stand alone unit or as a part of a military system, when such data are not customarily provided to commercial users or the data provided to commercial users is not sufficient for military purposes; or

(3) Describe the modifications made at Government expense to a commercial item or process in order to meet the requirements of a Government solicitation.