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DSCR

DSCR I13C: ORGANIZATIONAL CONFLICT OF INTEREST

I13C   52.203-9G02   ORGANIZATIONAL CONFLICT OF INTEREST  DSCR (JAN 1996)
AND
I03F30


    (a)  Definitions - In this clause:

         (1)  "Contractor" means the firm signing this contract and its 
subsidiaries and affiliates, joint ventures involving the contractor, 
any entity with which the contractor may hereafter merge or affiliate, 
and any other successor or assignee of the contractor.

         (2)  "Supplier" means a firm engaged in, or having a known 
prospective interest in the furnishing of the equipment or program in 
support of which tasks will be performed under his contract, or such 
firm's subsidiaries, its parent corporation or subsidiary of 
the parent corporation; 

         (3)  "Affiliates" means employees, directors, partners, 
participants in joint ventures, parent corporation, parent corporation 
subsidiaries, any entity into or with which the contractor may 
subsequently merge or affiliate, any other successor or assign 
or the contractor, and prime subcontractors; and

         (4)  "Interest" means direct or indirect business or financial 
interest.

    (b)  Warranty against Existing Conflict of Interest:  The contractor 
warrants that he and his affiliates do not have any contracts with or 
any material or substantial interests in the development of the systems 
which he is responsible for under this contract.  For any breach of this 
warranty the Government shall have the right to rescind This contract 
without liability or, at its discretion, terminate this contract for 
default.  In such circumstances the contractor shall not be entitled 
to reimbursement of any cost incurred in performing this contract or 
payment of any fee thereunder.  Further, such shall not be allocable 
or chargeable, directly or indirectly, to any other contract 
with the Government.

    (c)  Restrictions on Contracting:  The contractor agrees that 
during the term of this contract, neither it nor any affiliates shall 
enter into any contract to supply directly or indirectly, services or 
materials whether or not related to defense purposes to the suppliers 
of these programs, their affiliates or prime subcontractors, or including 
any subcontracting agency in support of these programs and all field 
offices involved in the developmental testing and fabrication of major 
hardware or software components for all projects listed in the Statement 
of Work; create for self-interest any rights with the program suppliers; 
consult or discuss with the program suppliers any aspects of his work 
on this contract; or furnish to the United States Government, either 
as a prime contractor or as a subcontractor, any component of the 
equipment or program in which it has worked on or had access to under 
this contract.

         (1)  In the case of a possible conflict of interest for 
specific project support, the successful contractor would be required 
to provide a subcontractor who would have no conflict on that particular 
project.  The prime contractor would then be required to sign a 
Memorandum of Agreement with subcontractors giving exclusive rights 
to support that project for                    .  The agreement will 
state that at no time will the prime have any involvement with the 
subcontractor or the government for the duration of required support 
for the project.

         (2)  The contractor agrees that it will not supply or enter 
into any negotiations or contracts (including subcontractors) to supply, 
either directly or indirectly to the Department of Defense any materials 
or services for the manufacture or supply of hardware items resulting 
from the design specifications or other services performed under this 
contract, or for services to install any hardware items for a period 
of                        after the date of completion of the                             
provided under this contract.  Nothing herein shall preclude the 
contractor from contracting for or furnishing supplies or services 
which are unrelated to and not the consequence of services or data 
furnished under this contract.

    (d)  Non-disclosure of Proprietary Data:

         (1)  Certain information of a proprietary nature may be 
submitted to the government by a supplier.  While performing under 
this contract, the prime contractor and any subcontractors may receive 
this information.  The prime contractor and any subcontractors agree 
to use and examine this information exclusively in the performance 
of this contract and to take the necessary steps to prevent disclosure 
of such information to any party outside the government, as long as 
it remains proprietary.  The contractor and any subcontractors 
agree to indoctrinate their affiliates who will have access to this 
information as to the proprietary nature of the information and the 
relationship under which they have possession of the information.  
Affiliates will also be informed that they may not engage in any 
other action, venture or employment where this information will 
be used for the profit of any party other than the party furnishing 
this information.  Additionally, the contractor and subcontractor 
agree to execute agreements to this effect with companies providing 
proprietary data for performance under the contract.  The contractor 
and subcontractors will restrict access to proprietary information 
to the minimum number of employees necessary for performance of this 
contract.

         (2)  The contractor agrees to execute agreements with 
companies furnishing proprietary data in connection with work 
performed under this contract, obligating the contractor to protect 
such data from unauthorized use or disclosure so long as such data 
remains proprietary, and to furnish copies of such agreements to 
the Contracting Officer.  Contractor further agrees that such 
proprietary data shall not be used in performing for the 
Department of Defense additional work in the same field as 
work performed under this contract if such additional work is 
procured competitively.