Common use of RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE Clause in Contracts

RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE. ‌ 1. The Government shall have a minimum of Government Purpose Rights (GPR) in Technical data, Computer software, and Computer software documentation delivered under this Agreement, except as provided in paragraphs 2, 3, and 4. 2. Unless otherwise specified in the individual PPA, the Government shall have Unlimited Rights in Data for the following: a. Form, fit, and function Data; b. Corrections or changes to Data furnished to the Consortium Member by the Government; c. Technical data or Computer software otherwise publicly available or have been released or disclosed by the Consortium Member, or subagreement holder without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the Technical data or Computer software to another party or the sale or transfer of some or all of a business entity or its assets toanother party; d. Studies, analyses, test data, or similar data produced for this Agreement, when the study, analysis, test, or similar work was specified as an element of performance, excluding Consortium Member's internal development milestones; e. Technical data or Computer software necessary for operation, maintenance, installation, or training; and f. Computer software documentation required to be delivered under this Agreement. 3. Consortium Members shall attach to any offer submitted under this Agreement a list of all documents or other media incorporating Technical data or Computer software it intends to deliver with less than Government Purpose Rights. The list shall identify the Technical data or Computer software to be furnished with restrictions, the basis for asserting less than Government Purpose Rights for each listing, the degree of restriction asserted for each listing, the duration of the restriction, and the name of the person or company asserting the restriction. 4. Technical data or Computer software that will be delivered, furnished, or otherwise provided to the Government under this Agreement, in which the Government has previously obtained rights, shall be delivered, furnished, or provided with the pre-existing rights, unless the parties have agreed otherwise in an individual prototype project, or any restrictions on the Governments rights to use, modify, reproduce, display or disclose the data have expired or no longerapply. 5. The Consortium Member awarded a PPA, their subagreement holders, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose Data furnished to the Government with other than Unlimited Rights. However, if the Government desires to obtain additional rights in Data in which it has other than Unlimited Rights, the Consortium Member agrees to promptly enter into negotiations with the Agreements Officer, through the CM, to determine whether there are acceptable terms for transferring such rights. All Data in which the Consortium Member has granted the Government additional rights shall be listed or described in a license agreement made part of the Agreement or a part of an individual PPA. The license shall enumerate the additional rights granted the Government in such Data. 6. Except for Technical data or Computer software covered under paragraph (7), and Technical Data or Computer software delivered with Unlimited Rights, Technical data or Computer software to be delivered under this Agreement subject to restrictions on use, duplication or disclosure shall be marked with one of the following legends: “Government Purpose Rights” Prototype Project Agreement No. Consortium Member Name Consortium Member Contact Information Expiration Date (five years after delivery) The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted Government Purpose Rights, as that term is defined in the IWRP 2 Base Agreement. No restrictions apply after the expiration date shown above. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings." “Limited Rights” Prototype Project Agreement No. Consortium Member Name Consortium Member Contact Information The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted to Limited Rights, as that term is defined in the IWRP 2 Consortium Base Agreement. Any reproduction of technical data or portions therof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Consortium Member. 7. Pre-existing markings: If the terms of a prior contract or license permitted the Consortium Member to restrict the Government’s rights to use, modify, reproduce, release, perform, display, or disclose Technical data or Computer software deliverable under this Agreement, and those restrictions are still applicable, the Consortium Member may mark such Technical data or Computer software with the appropriate restrictive legend for which the Technical data or Computer software qualified under the prior contract or license unless the Government receives such Technical data or Computer software with less restrictions under this Agreement. 8. The Government shall have Unlimited Rights in all unmarked Technical data or Computer software. In the event that the Consortium Member learns of a release to the Government of its unmarked Technical data or Computer software that should have contained a restricted legend, the Consortium Member will have the opportunity to cure such omission going forward by providing written notice to the Agreements Officer, through the CM, within one (1) year of the erroneous release.

RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE. ‌ 1. The Government shall have a minimum of Government Purpose Rights (GPR) in Technical data, Computer software, and Computer software documentation delivered under this Agreement, except as provided in paragraphs 2, 3, and 4. 2. Unless otherwise specified in the individual PPA, the Government shall have Unlimited Rights in Data for the following: a. Form, fit, and function Data; b. Corrections or changes to Data furnished to the Consortium Member by the Government; c. Technical data or Computer software otherwise publicly available or have been released or disclosed by the Consortium Member, or subagreement sub-agreement holder without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the Technical data or Computer software to another party or the sale or transfer of some or all of a business entity or its assets toanother party; d. Studies, analyses, test data, or similar data produced for this Agreement, when the study, analysis, test, or similar work was specified as an element of performance, excluding Consortium Member's internal development milestones; e. Technical data or Computer software necessary for operation, maintenance, installation, or training; and f. Computer software documentation required to be delivered under this Agreement. 3. Consortium Members shall attach to any offer submitted under this Agreement a list of all documents or other media incorporating Technical data or Computer software it intends to deliver with less than Government Purpose Rights. The list shall identify the Technical data or Computer software to be furnished with restrictions, the basis for asserting less than Government Purpose Rights for each listing, the degree of restriction asserted for each listing, the duration of the restriction, and the name of the person or company asserting the restriction. 4. Technical data or Computer software that will be delivered, furnished, or otherwise provided to the Government under this Agreement, in which the Government has previously obtained rights, shall be delivered, furnished, or provided with the pre-existing rights, unless the parties have agreed otherwise in an individual prototype project, or any restrictions on the Governments rights to use, modify, reproduce, display or disclose the data have expired or no longerapply. 5. The Consortium Member awarded a PPA, their subagreement sub-agreement holders, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose Data furnished to the Government with other than Unlimited Rights. However, if the Government desires to obtain additional rights in Data in which it has other than Unlimited Rights, the Consortium Member agrees to promptly enter into negotiations with the Agreements Officer, through the CM, to determine whether there are acceptable terms for transferring such rights. All Data in which the Consortium Member has granted the Government additional rights shall be listed or described in a license agreement made part of the Agreement or a part of an individual PPA. The license shall enumerate the additional rights granted the Government in such Data. 6. Except for Technical data or Computer software covered under paragraph (7), and Technical Data data or Computer software delivered with Unlimited Rights, Technical data or Computer software to be delivered under this Agreement subject to restrictions on use, duplication or disclosure shall be marked with one of the following legends: “Government Purpose Rights” Prototype Project Agreement No. Consortium Member Company Name Consortium Member Company Contact Information Expiration Date (five years after delivery) The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these technical Technical data are restricted Government Purpose Rights, as that term is defined in the IWRP 2 3 Base Agreement. No restrictions apply after the expiration date shown above. Any reproduction of technical Technical data or portions thereof marked with this legend must also reproduce the markings." “Limited Rights” Prototype Project Agreement No. Consortium Member Name Consortium Member Contact Information The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted to Limited Rights, as that term is defined in the IWRP 2 Consortium Base Agreement. Any reproduction of technical data or portions therof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Consortium Member. 7. Pre-existing markings: If the terms of a prior contract or license permitted the Consortium Member to restrict the Government’s rights to use, modify, reproduce, release, perform, display, or disclose Technical data or Computer software deliverable under this Agreement, and those restrictions are still applicable, the Consortium Member may mark such Technical data or Computer software with the appropriate restrictive legend for which the Technical data or Computer software qualified under the prior contract or license unless the Government receives such Technical data or Computer software with less restrictions under this Agreement. 8. The Government shall have Unlimited Rights in all unmarked Technical data or Computer software. In the event that the Consortium Member learns of a release to the Government of its unmarked Technical data or Computer software that should have contained a restricted legend, the Consortium Member will have the opportunity to cure such omission going forward by providing written notice to the Agreements Officer, through the CM, within one (1) year of the erroneous release."