350 APPENDIX 3 



ment will be claimed hereunder. Title to such equipment or facilities will vest in 

 the Government upon delivery thereof to the Vendor; Provided, That, subsequent 

 to the delivery and acceptance of the subject articles, the Vendor shall have the 

 right to purchase any such equipment or facilities, unless notified by the Con- 

 tracting Officer that the further prosecution of the war would render such action 

 inadvisable, by paying the Government such sum of money as the Contracting 

 Officer may determine to be fair and proper, 



ARTICLE 8. Responsibility of Vendor: The Vendor shall be responsible to the 

 Government for loss of or damage to (i) the subject articles prior to their delivery 

 and acceptance and (ii) equipment or facilities for the cost of which reimburse- 

 ment has been or will be claimed hereunder, only if and so far as attributable to 

 the wilful misconduct or lack of good faith of an officer of the Vendor or of any 

 other person having complete or substantially complete charge of the establish- 

 ment wherein the work hereunder is performed by the Vendor. The Vendor rep- 

 resents that the purchase price includes no charge for any insurance on such 

 property. 



ARTICLE 9. Patent Provisions, (a) The Vendor hereby grants to the Govern- 

 ment of the United States an irrevocable option to purchase a non-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 Vendor covering inventions heretofore devel- 

 oped and actually or constructively reduced to practice and concerned with the 

 work hereunder. 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 Vendor shall and does hereby, in consideration of the premises and 

 in consideration of payments to be made by the Government under this agree- 

 ment, 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 work hereunder, in- 

 cluding 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 work hereunder, whether patented or unpatented. The Vendor shall make 

 to the Government, prior to the final settlement under this agreement, a com- 

 plete disclosure of all inventions made in carrying out the work hereunder and 

 shall designate in writing which of the said inventions have been or will be 

 covered by applications for patents filed or caused to be filed by the Vendor. The 

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



