97.    SELLER'S INFORMATION
    Except for information disclosed in writing pursuant to the technical data rights provisions contained herein, any knowledge or information concerning Seller's products, methods or manufacturing processes which Seller may disclose to Buyer incident to the performance of the work under this Order shall not, unless otherwise specifically agreed upon by Buyer, be deemed to be confidential or proprietary information, and accordingly shall be acquired free from any restrictions and shall be deemed to have been disclosed as a part of the consideration for this Order and Seller agrees not to assert any claim (other than a claim for patent infringement) against Buyer by reason of Buyer's use or alleged use thereof.  It is Seller's responsibility to control its employees' inadvertent disclosure to Buyer of information not intended to be disclosed under this order.

98.    FAR 52.227-2, NOTICE AND ASSISTANCE REGARDING PATENT     AND COPYRIGHT INFRINGEMENT (AUG 1996)
    This clause applies if this order exceeds the simplified acquisition     threshold at FAR 2.101 (Note: $100K as of 9/12/97).
    Incorporated into this order by reference.

99.    RESERVED

100.    FAR 52.227-10, FILING OF PATENT APPLICATIONS -     CLASSIFIED SUBJECT MATTER (APR 84)
    (Applies if this order covers or is likely to cover classified subject matter.)
    Incorporated into this order by reference.

101.    PATENTS
    (a)    If this order or any modification hereof is for experimental, developmental, or research work:
            (i)  if Seller is a small business firm or nonprofit organization (as defined in FAR 27.301), FAR 52.227-11, Patent Rights - Retention by The Contractor (Short Form), is applicable and is incorporated herein by reference as if set forth in full, suitably modified to identify the parties; or
            (ii)  In all other purchase orders, regardless of tier, experimental, developmental, or research work, FAR 52.227-12 is applicable and is incorporated herein by reference as if set forth in full, suitably modified to identify the parties, except that
            (iii)  If the purchase order or any lower-tier subcontract is for nuclear propulsion plant systems or components thereof (i.e., nuclear propulsion cognizance items), clause 102 of these Terms and Conditions applies.
    Seller agrees to make the disclosures and grant the rights to the Government to be made and granted by "Contractor" therein.  Seller shall submit all reports required by such FAR clause directly to the Buyer's Contracting Officer (who will be identified by the Buyer) or to the Buyer, at the option of the Seller.
    Seller shall include the substance of this paragraph (a) in every subcontract, regardless of tier, and shall comply with the mandatory flowdown requirements of the paragraph entitled, "Subcontracts" contained in the applicable clause.
    Seller shall comply with the invention disclosure requirements of the applicable clause.
    (b)    The applicable revisions of FAR 52.227-11 and 52.227-12 are JUNE 1997 and JAN 1997, respectively.
    Seller's attention is also directed to the following clauses which are incorporated into this document.

Clause 98    FAR 52.227-2,    Notice and Assistance Regarding Patent and Copyright Infringement

Clause 100  FAR 52.227-10,    Filing of Patent Applications- Classified Subject Matter

Clause 102  Invention Rights

    (c)    The Seller agrees to indemnify Buyer and Government, their officers, agents, servants and employees against liability of any kind (including costs and expenses incurred) for the uses of any invention or discovery and for the infringement of any Letters Patent (not including liability arising pursuant to Section 183 U.S.C. - Title 35, as amended, prior to issuance of Letter Patent) occurring in the performance of this Order or arising by reason of the use or disposal by or from the account of Buyer and the Government of items manufactured or supplied under this Order, except, however, (1) infringement necessarily resulting from Seller's compliance with written specifications, (2) provisions for other than standard products or components manufactured or supplied by the Seller, or (3) resulting from specific written instructions given by Buyer for the purpose of directing a manner of performance of the Order not normally utilized by Seller.

102.    INVENTION RIGHTS
    (Applicable to Nuclear Propulsion cognizance items only)     Notwithstanding any other provision of this order, if in the performance of this purchase order, the Seller, or its subcontractor, invents, discovers, conceives, or first actually reduces to practice a patentable invention, the entire right, title and interest in said invention shall be assigned to the Government, subject only to a royalty-free, non-exclusive license in the Seller or its subcontractor, to practice the same.
    The Seller will submit annually a report, including negative reports, of any such patentable inventions to the Buyer named on this order.

103.    RESERVED

104.    RESERVED

105.    NAVSEA 5252.227-9114, UNLIMITED RIGHTS IN TECHNICAL
    DATA-NUCLEAR PROPULSION PLANT SYSTEMS 
    (NOV 1996) (MODIFIED)
    This clause modifies clause 106, "Rights in Technical Data - Noncommercial Items".
    (a)    Pursuant to subparagraph (b)(1) of the clause entitled "RIGHTS IN TECHNICAL DATA - NONCOMMERCIAL ITEMS (NOV 1995) (DFARS 252.227-7013), the Seller agrees that all technical data pertaining to nuclear propulsion plant systems under the technical cognizance of the Deputy Commander, Nuclear Propulsion Directorate, Naval Sea Systems Command (SEA 08), which is to be delivered under this order pursuant to the Buyer's prime or higher-tier contract, shall be delivered with unlimited rights, provided, however, that nothing in the clause shall be deemed to require Seller or any subcontractor of any tier under Buyer's prime or higher-tier contract to deliver or furnish with unlimited rights any technical data which he is entitled to deliver with limited rights pursuant to said "RIGHTS IN TECHNICAL DATA - NONCOMMERCIAL ITEMS (NOV 1995)  clause.
    (b)    It is further agreed that promptly after delivery of, or after any termination of, all work under this purchase order, the Seller shall submit a letter report to the Buyer listing and providing a brief description of all items of technical data pertaining to the reactor plant(s) of the vessel(s) developed or prepared under this purchase order which were not specified to be delivered pursuant to this purchase order.  The Seller shall furnish in the Seller's format and at the cost of reproduction, with unlimited rights, copies of items of technical data so reported or which should have been reported, as the Buyer or the Government may require in writing from time to time and at any time.  However, nothing in this requirement shall require the Seller to retain any item of such technical data beyond the period provided for in this purchase order, including the specifications , and other documents incorporated by reference, applicable to the item or type of technical data involved.

106.    DFARS 252.227-7013, RIGHTS IN TECHNICAL -     NONCOMMERCIAL ITEMS (NOV 1995) (MODIFIED)
    This clause is incorporated into this order by reference as if set forth in full as modified by clause 105, "Unlimited Rights in Technical Data - Nuclear Propulsion Plant Systems", and clause 14, "Logistic Support Requirement."
    Seller shall comply with the mandatory flowdown provisions contained therein.

106.A.    DFARS 252.227-7014, RIGHTS IN NONCOMMERCIAL     COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER     SOFTWARE DOCUMENTATION (JUNE 1995)
    Incorporated into this order by reference.

106.B.    DFARS 252.227-7015, TECHNICAL DATA - COMMERCIAL     ITEMS (NOV 1995)
    Incorporated into this order by reference.

106.C.    DFARS 252.227-7016, RIGHTS IN BID OR PROPOSAL     INFORMATION (JUN 1995)
    Incorporated into this order by reference.

106.D.    DFARS 252.227-7017, IDENTIFICATION AND ASSERTION OF     USE, RELEASE, OR DISCLOSURE RESTRICTIONS (JUN 1995)
    Incorporated into this order by reference.

107.    DFARS 252.227-7018, RIGHTS IN NONCOMMERCIAL TECHNICAL     DATA AND COMPUTER SOFTWARE - SMALL BUSINESS INNOVATION     RESEARCH (SBIR) PROGRAM (JUN 1995)
    Incorporated into this order by reference.

107.A.    DFARS 252.227-7019, VALIDATION OF ASSERTED     RESTRICTIONS - COMPUTER SOFTWARE (JUN 1995)
    Incorporated into this order by reference.

107.B.    DFARS 252.227-7020, RIGHTS IN SPECIAL WORKS (JUN 1995)
    Incorporated into this order by reference.

107.C.    DFARS 252.227-7025, LIMITATIONS ON THE USE OR     DISCLOSURE OF GOVERNMENT - FURNISHED INFORMATION MARKED     WITH RESTRICTIVE LEGENDS (JUN 1995)
    Incorporated into this order by reference.

108.    DFARS 252.227-7027, DEFERRED ORDERING OF TECHNICAL     DATA OR COMPUTER SOFTWARE (APR 1988)
    Incorporated into this order by reference.

108.A.    252.227-7028, TECHNICAL DATA OR COMPUTER SOFTWARE     PREVIOUSLY DELIVERED TO THE GOVERNMENT (JUN 1995)
    Incorporated into this order by reference.

109.    RESERVED

110.    DFARS 252.227-7030, TECHNICAL DATA-WITHHOLDING OF     PAYMENT (OCT 1988) (MODIFIED)
    A.    If technical data specified to be delivered under this Purchase Order, is not delivered within the time specified by this purchase Order or is deficient upon delivery (including having restrictive markings not identified in the list described in the clause at DFARS 252.227-7013(k)), the Buyer may, until such data is accepted, withhold payment to the Seller of two percent (2%) of the total Purchase Order price or amount unless a lesser withholding is specified in the Purchase Order.  Payments shall not be withheld nor any other action taken pursuant to this paragraph when the Seller's failure to make timely delivery or to deliver such data without deficiencies arises out of causes beyond the control and without the fault or negligence of the Seller.
    B.    The withholding of any amount or subsequent payment to the Seller shall not be construed as a waiver of any rights accruing to the  Buyer or the Government under this Purchase Order.

111.    DFARS 252.227-7037, VALIDATION OF RESTRICTIVE MARKINGS     ON TECHNICAL DATA (NOV 1995)
    Incorporated into this order by reference.

112.    DRAWINGS AND SPECIFICATIONS
    Upon completion of work by Seller under this Order, Seller shall promptly return to Buyer all drawings, specifications, and other data or papers furnished by Buyer in connection herewith together with all copies or reprints then in Seller's possession and control, unless otherwise directed by the Buyer, and Seller shall thereafter make no further use of any such drawings, specifications, data or papers or of any information derived therefrom without Buyer's prior written consent.
    This restriction does not apply in the event:
    (a)    The Seller obtains such drawings, specifications, data, or papers, or any  information derived therefrom, legally from another source; or
    (b)    Such drawings, specifications, data, or papers are Government property and the Government, directly or indirectly, authorizes such further use by Seller.

113.    DFARS 252.227-7036, DECLARATION OF TECHNICAL DATA     CONFORMITY (JAN 1997) (MODIFIED)
    All technical data delivered under this contract shall be accompanied by the following written declaration:
    The Contractor, ____________________,     hereby declares that, to the best of its knowledge and belief, the technical data delivered herewith under Purchase Order No.     _____________ is complete, accurate, and complies with all requirements of the contract.
    Date:                     

Name and Title of Authorized Official:

114.    RESERVED

115.    RESERVED

116.    YEAR 2000 WARRANTY - COMMERCIAL SUPPLY ITEMS     (MODIFIED)
    This purchase order is a subcontract under a cost reimbursement type prime contract with the U.S. Government.  A commercial supply item is an item which meets the definition of "commercial item" contained in FAR 52.202-1, Definitions.
    (a)    The Seller warrants that each hardware, software, and firmware product delivered under this purchase order shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the years 1999 and 2000 and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by the Seller, provided that all listed or unlisted products (e.g., hardware, software, firmware) used in combination with such listed product properly exchange date data with it.  If the purchase order requires that specific listed products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to those products as a system.  The duration of this warranty and the remedies available to the Buyer or the Government for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the seller's or manufacturer's standard commercial warranty or the warranties contained in this purchase order, provided that, notwithstanding any provision to the contrary in such commercial warranty or warranties, the remedies available to the Buyer or the Government under this warranty shall include repair or replacement of any product whose non-compliance is discovered and made known to the Seller in writing within ninety (90) days after acceptance or March 31, 2001, whichever is later.  Nothing in this warranty shall be construed to limit any rights or remedies the Buyer or the Government may otherwise have under this purchase order with respect to defects other than Year 2000 performance.
    (b)    The Seller agrees to insert the substance of this clause, including this paragraph, in every subcontract issued in performance of this purchase order.
 

116.A.    YEAR 2000 WARRANTY - NON-COMMERCIAL SUPPLY ITEMS     (MODIFIED)
    This purchase order is a subcontract under a cost reimbursement type prime contract with the U.S. Government.  A non-commercial supply item is an item which does not meet the definition of "commercial item" contained in FAR 52.202-1, Definitions.
    (a)    The Seller warrants that each non-commercial item of hardware, software, and firmware delivered or developed under this purchase order shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the years 1999 and 2000 and between the twentieth and twenty-first centuries, including leap year calculations, when used in accordance with the product documentation provided by the Seller, provided that all listed or unlisted products (e.g., hardware, software, firmware) used in combination with such product properly exchange date data with it.  If the purchase order requires that specific products must perform as a system in accordance with the foregoing warranty, then that warranty shall apply to those products as a system.  The duration of this warranty and the remedies available to the Buyer or the Government for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the seller's or manufacturer's standard commercial warranty or the warranties contained in this purchase order, provided that, notwithstanding any provision to the contrary in such warranty provision(s), or in the absence of any such warranty provision(s), the remedies available to the Buyer or the Government under this warranty shall include repair or replacement of any item whose non-compliance is discovered and made known to the Seller in writing within 90 days after acceptance or March 31, 2001, whichever is later.  Nothing in this warranty shall be construed to limit any rights or remedies the Buyer or the Government may otherwise have under this purchase order with respect to defects other than Year 2000 performance.
    (b)    The Seller agrees to insert the substance of this clause, including this paragraph, in every subcontract issued in performance of this purchase order.