52.227-18 Rights in Data-Existing Works
Source: FAR 52.227-18 on acquisition.gov
FAR 52.227-18 requires contractors to grant the Government broad rights to use existing works/data and to indemnify the Government against legal claims related to those works.
Overview
FAR 52.227-18, "Rights in Data-Existing Works," establishes the Government's rights to use, reproduce, and publicly display or perform data or works provided under a contract. The clause grants the Government a paid-up, nonexclusive, irrevocable, worldwide license to use the specified data, unless otherwise stated in the contract. Additionally, the contractor must indemnify the Government against liabilities arising from violations of intellectual property rights or unlawful content in the data, provided the Government notifies the contractor of any claims and allows participation in the defense. This clause does not apply to material supplied by the Government and incorporated into the contractor's data.
Key Rules
- Government License to Data
- The Government receives broad, irrevocable rights to use, reproduce, and display data or works delivered under the contract.
- Contractor Indemnification
- The contractor must protect the Government from legal claims related to intellectual property violations or unlawful content in the delivered data, with certain procedural protections for the contractor.
Responsibilities
- Contracting Officers: Ensure the clause is included when required and clarify any exceptions.
- Contractors: Grant the required license and provide indemnification as specified; respond to Government notifications of claims.
- Agencies: Notify contractors promptly of any claims and allow participation in defense.
Practical Implications
- This clause ensures the Government can use existing works/data without future licensing issues.
- Contractors must be diligent about the rights in data they deliver and be prepared to defend against third-party claims.
- Failure to comply can result in legal and financial liability for the contractor.
As prescribed in 27.409(f), insert the following clause:
Rights in Data-Existing Works (Dec 2007)
(a) Except as otherwise provided in this contract, the Contractor grants to the Government, and others acting on its behalf, a paid-up nonexclusive, irrevocable, worldwide license to reproduce, prepare derivative works, and perform publicly and display publicly, by or on behalf of the Government, for all the material or subject matter called for under this contract, or for which this clause is specifically made applicable.
(b) The Contractor shall indemnify the Government and its officers, agents, and employees acting for the Government against any liability, including costs and expenses, incurred as the result of (1) the violation of trade secrets, copyrights, or right of privacy or publicity, arising out of the creation, delivery, publication or use of any data furnished under this contract; or (2) any libelous or other unlawful matter contained in such data. The provisions of this paragraph do not apply unless the Government provides notice to the Contractor as soon as practicable of any claim or suit, affords the Contractor an opportunity under applicable laws, rules, or regulations to participate in the defense of the claim or suit, and obtains the Contractor’s consent to the settlement of any claim or suit other than as required by final decree of a court of competent jurisdiction; and do not apply to material furnished to the Contractor by the Government and incorporated in data to which this clause applies.
(End of clause)