344 APPENDIX 2 



exclusive license or licenses, subject to the payment of royalties, to make, have 

 made, and use, for military, naval, and national defense purposes, and to sell in 

 accordance with law, material, and to use processes, under all United States 

 patents and applications for patents owned or controlled by the Contractor cover- 

 ing inventions heretofore developed and actually or constructively reduced to 

 practice and concerned with the subject work. Any such license shall be granted 

 upon reasonable terms subject to negotiation at the time the Government may 

 desire to exercise its option hereunder. 



(b) The Contractor shall and does hereby, in consideration of the premises and 

 in consideration of payments to be made by the Government under this contract, 

 grant unto the Government a non-exclusive, irrevocable, royalty-free license, to 

 make, have made, and use, for military, naval, and national defense purposes, 

 and to sell or otherwise dispose of in accordance with law, material, and to use 

 processes, under all inventions made in carrying out the subject work, including 

 all inventions [exclusive of inventions covered by paragraph (a)] which for the 

 first time were actually or constructively reduced to practice as a result of the 

 subject work, whether patented or unpatented. The Contractor shall make to the 

 Government, prior to the final settlement under this contract, a complete dis- 

 closure of all inventions made in carrying out the subject work and shall designate 

 in writing which of the said inventions have been or will be covered by applica- 

 tions for patents filed or caused to be filed by the Contractor. The Contractor shall 

 have the right, upon notification by the Government, to elect whether it or the 

 Government shall file applications for patents on inventions in addition to those 

 designated by the Contractor as aforesaid. 



(c) As to all such inventions that are not covered by applications for patents 

 as specified in paragraph (b) the Government shall have the right, at the Gov- 

 ernment's expense, to file, prosecute, and act upon applications for patents thereon, 

 and the Contractor shall secure the execution of the necessary papers and do all 

 things requisite to protect the Government's interest in prosecuting such applica- 

 tions to a final issue. When an application for patent is filed by the Government 

 as aforesaid, all right, title, and interest in and under the patent shall be assigned 

 to the Government by the Contractor except that the Contractor may retain a 

 non-exclusive license non-transferable except to an assignee of the entire business 

 to which said license is appurtenant. 



(d) The Contractor covenants that it has not entered into and will not enter 

 into any arrangement to evade the intent of this Article for the Government to 

 obtain without further payment a non-exclusive license to patents, applications for 

 patents and inventions as called for in paragraph (b) above. 



(e) The execution of this contract shall not constitute a waiver of any rights 

 the Government may have under patents or applications for patents. 



ARTICLE 5. Patent Provisions. [Short Form] Whenever any patentable dis- 

 covery or invention is made by the Contractor or its employees in the course of 

 the subject work, the Contracting Officer shall have the sole power to determine 

 whether or not a patent application shall be filed, and to determine the disposi- 

 tion of the tide to and the rights under any application or patent that may result. 

 The judgment of the Contracting Officer on such matters shall be accepted as 



