As prescribed in AFFARS 5309.507-2(a), in accordance with FAR 9.507-2, insert the clause at AFFARS 5352.209-9000, Organizational Conflict of Interest, substantially as written, in Section I when the contractor's eligibility for future prime contract or subcontract awards shall be restricted because of services being provided as stated in FAR 9.505-1 through -4.
(1) Insert the basic clause when the contractor will be providing systems engineering and/or technical direction. (See FAR 9.505-1.)
(2) Insert the clause with its Alternate I when the contractor will be preparing specifications or work statements. (See FAR 9.505-2.)
(3) Insert the clause with its Alternate II when the contractor will be providing technical evaluation or advisory and assistance services. (See FAR 9.505-3.)
(4) Insert the clause with its Alternate III when the contractor will be obtaining access to proprietary information. (See FAR 9.505-4.)
(5) Insert the clause with its Alternate IV when the contract is a task ordering contract and when more than one system is supported. The contracting officer may modify Alternate IV to include a list of systems for which task orders may be issued and indicate which organizational conflict of interest provision in paragraph (a)(2) shall apply.
(6) Insert the clause with its Alternate V when the contract provides for delivery orders. The contracting officer shall indicate in each delivery order which organizational conflict of interest provision in paragraph (a)(2) shall apply.
(7) Insert Alternate VI when it is necessary to have the restrictions of this clause included in all or some subcontracts, teaming arrangements, and other agencies calling for performance of work related to the contract.
ORGANIZATIONAL CONFLICT OF INTEREST ALTERNATE III (OCT 2019).
As prescribed in AFFARS 5309.507-2(a)(4), add the following paragraph (b) to the basic clause substantially as written:
(a) The following restrictions and definitions apply to prevent conflicting roles which may bias the Contractor's judgment or objectivity, or to preclude the Contractor from obtaining an unfair competitive advantage in concurrent or future acquisitions.
(1) Descriptions or definitions:
"Contractor" means the business entity receiving the award of this contract, its parents, affiliates, divisions and subsidiaries.
"Development" means all efforts towards solution of broadly-defined problems. This may encompass research, evaluating technical feasibility, proof of design and test, or engineering of programs not yet approved for acquisition or operation.
"Proprietary Information" means all information designated as proprietary in accordance with law and regulation, and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, and computer software; and may appear in cost and pricing data or involve classified information.
"System" means the system that is the subject of this contract.
"System Life" means all phases of the system's development, production, or support.
"Systems Engineering" means preparing specifications, identifying and resolving interface problems, developing test requirements, evaluating test data, and supervising design.
"Technical Direction" means developing work statements, determining parameters, directing other Contractors' operations, or resolving technical controversies.
(2) Restrictions: The Contractor shall perform systems engineering and/or technical direction, but will not have overall contractual responsibility for the system's development, integration, assembly and checkout, or production. The parties recognize that the Contractor shall occupy a highly influential and responsible position in determining the system's basic concepts and supervising their execution by other Contractors. The Contractor's judgment and recommendations must be objective, impartial, and independent. To avoid the prospect of the Contractor's judgment or recommendations being influenced by its own products or capabilities, it is agreed that the Contractor is precluded for the life of the system from award of a DoD contract to supply the system or any of its major components, and from acting as a subcontractor or consultant to a DoD supplier for the system or any of its major components.
(b) The Contractor may gain access to proprietary information of other companies during contract performance. The Contractor agrees to enter into company-to-company agreements to: (1) protect another company's information from unauthorized use or disclosure for as long as it is considered proprietary by the other company; and, (2) to refrain from using the information for any purpose other than that for which it was furnished. For information purposes, the Contractor shall furnish copies of these agreements to the contracting officer. These agreements are not intended to protect information which is available to the Government or to the Contractor from other sources and furnished voluntarily without restriction.
(End of clause)