U.S. Army RDECOM and CombiMatrix Corporation Cost-Plus-Fixed-Fee Contract for Biothreat Detection Microarray Development

Exhibit 10.1

Section B - Supplies or Services and Prices

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B.1.  TYPE OF CONTRACT

This is a cost-plus-fixed-fee completion form type contract pursuant to FAR 16.306(d)(1).

B.2.  The cost principles and procedures in subpart 31.103 of the Federal Acquisition Regulation (FAR) are incorporated by reference for determining reimbursable costs per FAR 31.2 as appropriate.

B.3  Overhead Rate.  The Contractor’s Overhead Rate of 28.42% is capped for the duration of this contract.  The Contractor is not authorized to apply a billing rate or a final rate in excess of the agreed upon rate of 28.42%.

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Section C - Descriptions and Specifications

TITLE:  Reagentless Detection on a Semiconductor Microarray for the Immunochemical and Genomic Identification of Biothreat Agents

C.1.0  Scope.  This work effort encompasses the continued development of a biological and chemical agent point detector based on electrochemical detection of agents on CMOS microarrays. .  The effort will continue to develop and test a new generation of semiconductor-based microarrays that have improved electronic capabilities in a smaller silicon footprint without significant loss in the quantity of electrodes or their quality.  Efforts will focus on designing a microarray(s) specifically for electrical and/or electrochemical detection by redesigning the CMOS circuitry to improve the signal to noise ratio, reduce microarray read time and integrate new functionalities on the chip. Efforts will also focus on cost reduction by using a smaller silicon footprint and developing new microarray packaging that facilitates electrical connectivity. The effort will continue development and improvement of genomic, immunoassay and chemical  assays on the chip.  The effort will also complete the final engineering requirements for system integration and optimization.

C.1.1  Background.  In the Modernization Plan 2004, the JRO-CBRN recognized serious shortcomings in current platforms for the point detection of BTAs and chemical threat agents (CTAs) . Size, weight, ability to detect diverse agents, reduced false alarm rates, accuracy, and sensitivity were identified as common problems with current technologies. In response, the Defense Threat Reduction Agency (DTRA) is emphasizing the optimization of sensor technologies with a focused effort on multi-agent sensors for chemical and biological (CB) agents to include non-traditional agents, emerging threat agents and toxic industrial chemicals/materials. In addition, DTRA has a new nanotechnology initiative to identify novel nanoscale approaches that can be applied to CB point detection array analysis.

C.1.2  Objective.  To continue development of an automated biothreat agent (BTA) detection system based upon the CombiMatrix complementary metal oxide semiconductor (CMOS) microarray and electrochemical detection (ECD); to continue the integration of serological and genomic assays for orthogonal testing; and to explore new methods of detection that expand target identification, reduce reagent burden, and improve assay time.

C.2.0   Applicable Documents.  None.

C.3.0 Requirements.

C.3.1 General.  The contractor, as an independent contractor and not as an agent of the Government, shall furnish the necessary resources (except those specifically designated as Government-furnished) to perform the work as detailed in the Broad Agency Announcement proposal entitled: “Development of a CMOS Microarray Platform for Bio and Chemical Threat Agent Detection”, specifically pages 7-10, dated May  2007, submitted by CombiMatrix, Inc., and hereby incorporated by reference.

C.3.2  Security.

C.3.2.1  This contract is unclassified and does not contain security requirements or a Contract Security Classification Specification, DD Form 254.  However, the Government may require Operational Security (OPSEC) measures (when applicable) to protect sensitive unclassified contract information.   If access to unclassified sensitive information (For Official Use Only - FOUO) is authorized, contractor may access only the information related to the subject matter of this contract.

C.3.2.2  The contractor shall not use foreign nationals on this contract unless approved by the Contracting Officer.  When requesting approval, the contractor shall furnish full name, date of birth, place of birth, citizenship, registration number, type of visa, port of entry, and type of position in which employee will be utilized.  Previously approved foreign nationals must be re-approved if the nature of their work under this contract differs from that performed

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under the prior year’s contract.  The Contractor shall submit a copy of the work visa or green card with an abbreviated Curriculum Vitae and a justification to the Contract Specialist for review by the Security Office and subsequent approval by the Contracting Officer.

C.3.2.3  Should the government determine that the technology has developed to a point where the information warrants protection, a DD Form 254 and an approved classification guide will be issued.

C.3.3 Administration.

C.3.3.1  Reporting.

C.3.3.1.1  Progress Reports.  The contractor shall provide progress reports in accordance with (IAW) Exhibit Line Item Number (ELIN) A001.

C.3.3.1.2    Final Report.  The contractor shall provide a final comprehensive report IAW ELIN A002.  The final report shall include detailed descriptions of the work accomplished.  The contractor shall provide the synthesis procedures and QA/QC procedures as appendices to the draft final report

C.3.3.1.3  Contractor Manpower Reporting.  The contractor shall perform manpower reporting as follows:

C.3.3.1.3.1  The contractor shall report all contractor manpower (including subcontractor manpower) required for  performance of this contract using the format provided at the following web address:   https://cmra.army.mil.   The contractor shall report directly to the website.   The contractor shall include the following:

Contract Number (W911SR-08-             )

Requiring Activity Unit Identification Code (W6JRAA) Command (Edgewood Chemical Biological Center) Contractor Contact Information Federal Service Code Direct Labor Hours Direct Labor Dollars Location Information

C.3.3.1.3.2  The contractor shall also provide the estimated total cost (if any) (CLIN 0002) incurred to comply with this reporting requirement.  The reporting period shall be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year.

C.3.3.2  Publications.   For any publication of a technical paper or presentation resulting from this contract, the Contractor shall make attribution to and include as a co-author those Government personnel who made research contributions to the contract subject matter being published in the same manner and to the same extent as the principle author would do so for it’s own peers, assistants, or students.

4.0  Total Period of Performance.  All work under this contract, including delivery or an approved final report shall be completed within 450 calendar days from the effective date of the contract.

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Section D - Packaging and Marking

D.1.  Hardware.  All items to be delivered by the Contractor under this contract shall be packed and packaged in accordance with good commercial practices and in such a manner that will afford protection against corrosion, deterioration and physical damage for safe delivery to destination.

D.2.  Data.  All data to be delivered by the Contractor under this contract shall be transmitted electronically.

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Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

E.1.  INSPECTION AND ACCEPTANCE

E.1.1.  Hardware.  Inspection and acceptance of all items delivered by the Contractor under this contract shall be at destination by the Contracting Officer’s Representative (COR).

E.1.2.  Data.  Inspection and acceptance of data items will be performed by the first addressee identified in Block 14 of the Contract Data Requirements List, DD Form 1423, found as an attachment to Section J of this contract.

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Section F - Deliveries or Performance

DELIVERY INFORMATION

CLAUSES INCORPORATED BY REFERENCE

F.1.  TOTAL PERIOD OF PERFORMANCE

All work under this contract, including delivery or an approved final report shall be completed within 450 calendar days from the effective date of this contract.

F.2.  DELIVERY INFORMATION

F.2.1.  Data to be delivered.  The Contractor shall deliver all data in accordance with the DD Form 1423, Contract Data Requirements List, found as an attachment to Section J of this contract.

F.2.2.  Hardware to be delivered.  The Contractor shall deliver all hardware/prototypes in accordance with the following schedule.

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*CDAC – Calendar Days after Award of Contract.

F.2.3.  The Contractor shall deliver all hardware/prototype system F.O.B. Destination to:

U.S. Army Edgewood Chemical Biological Center

5183 Blackhawk Road, Bldg E3831

Aberdeen Proving Ground, MD  21010-5424

ATTN:  SMSRD-ECB-RT-BM (Roy G. Thompson)

Telephone Number:  410 ###-###-####

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Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

G.1.  SUBMISSION OF VOUCHERS

Public vouchers (including cost) requests for payment shall be submitted electronically IAW DFARS ###-###-####, Electronic Submission of Payment Requests, to the Paying Office as specified in block 12 of the SF26, subject to approval of the cognizant audit agency.  An electronic or hard copy of the voucher shall be submitted to the Procuring Contracting Office (PCO) point of contact as identified in G.3 below.

G.2.   SUBMISSION OF CONTRACTOR’S VOUCHERS

G.2.1.  The Contractor shall reflect on vouchers the categories of labor and labor hours for work accomplished.  The voucher shall be numbered and include the contract number, title/description of the services, period of performance covered, item/CLIN number and amount.

G.2.2. Public voucher requests for payment shall be submitted as indicated below:

Cost Reimbursement

G.2.4.  Vouchers shall be submitted directly to the Paying Office listed in block 12 of page 1 of the contract (SF26).

G.3  The Procuring Office point of contact for this action is:

Mr. Glen Mattingly

Contract Specialist

Tel:  410 ###-###-####

Fax:  410 ###-###-####

Email:  ***@***

The Contracting Officer Representative for this action is:

Mr. Roy G. Thompson

US Arny, RDECOM

Edgewood Chemical Biological Center

Attn:  Mr. Roy G. Thompson (AMSRD-ECB-RT-BM)

5183 Black Hawk Road, Bldg. E3831

Aberdeen Proving Ground MD 21010-5424

Tel: 410 ###-###-####

e-mail:  ***@***

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The Alternate Contracting Officer (ACOR) for this action is:

Mr. Darrel E. Menking

US Arny, RDECOM

Edgewood Chemical Biological Center

Attn:  Mr. Darrel E. Menking (AMSRD-ECB-RT-BM)

5183 Black Hawk Road, Bldg. E3835

Aberdeen Proving Ground MD 21010-5424

Tel: 410 ###-###-####

e-mail:  ***@***

G.4.  Army Electronic Invoicing Instructions (Feb 2006)

Contractor shall submit payment request using the following method(s) as mutually agreed to by the Contractor, the Contracting Officer, the contract administration office, and the payment office.

o            Wide Area Workflow (WAWF) (see instructions below)

o            Web Invoicing System (WInS) (https://ccweb.dfas.mil)

o            American National Standards Institute (ANSI) X.12 electronic data interchange (EDI) formats (http://www.x12.org and http://www.dfas.mil/ecedi)

o            Other (please specify)

DFAS POC and Phone:

WAWF is the preferred method to electronically process vendor request for payment.  This application allows DOD vendors to submit and track Invoices and Receipt/Acceptance documents electronically.  Contractors electing to use WAWF shall (i) register to use WAWF at https://wawf.eb.mil and (ii) ensure an electronic business point of contact (POC) is designated in the Central Contractor Registration site at http://www.ccr.gov within ten (10) calendar days after award of this contract/order

WAWF Instructions

Questions concerning payments should be directed to the Defense Finance and Accounting Service (DFAS) columbus Center, North Entitlement Operations, P.O. Box 182266, Columbus,

Ohio ###-###-#### at ###-###-#### or faxed to  TBD.  Please have your purchase order/contract number ready when calling about payments.

You can easily access payment and receipt information using the DFAS web site at http://www.dfas.mil/money/vendor.  Your purchase order/contract number or invoice number will be required to inquire about the status of your payment.

The following codes and information will be required to assure successful flow of WAWF documents.

TYPE OF DOCUMENT                       [check the appropriate block]

o            Commercial Item Financing

o            Construction Invoice (Contractor Invoice)

o            Invoice (Contractor Only)

o            Invoice and Receiving Report (COMBO)

x   Invoice as 2-in-1 (Services Only)

o            Performance Based Payment (Government Only)

o            Progress Payment (Government Only)

o            Cost Voucher (Government Only)

o            Receiving Report (Government Only)

o            Receiving Report with Unique Identification (UID) Data (Government Only)

UID is a new globally unique “part identifier” containing data elements used to track DoD parts through their life cycle.

o            Summary Cost Voucher (Government Only)

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CAGE CODE:  1LJ76

ISSUE BY DODAAC:  W911SR

ADMIN BY DODAAC:  S2401A

INSPECT BY DODAAC:  W91B94  Roy Thompson

ACCEPT BY DODAAC:  W91B94  Roy Thompson

SHIP TO DODAAC:  W91B94  Roy Thompson

LOCAL PROCESSING OFFICE DODAAC:  W911SR

PAYMENT OFFICE FISCAL STATION CODE:  S19130

EMAIL POINTS OF CONTACT LISTING: (Use Group e-mail accounts if applicable)

INSPECTOR:  ***@***
ACCEPTOR:  ***@***
RECEIVING OFFICE POC:  ***@***

CONTRACT ADMINISTRATOR: ***@***

CONTRACTING OFFICER: ***@***

ADDITIONAL CONTACT: ***@***

For more information contact:  Glen Mattingly, Contract Specialist, via email at glen.mattingly @us.army.mil or via telephone at ###-###-####.

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Section H - Special Contract Requirements

H.1  SECURITY REQUIREMENTS

H.1.1  This contract is unclassified and does not contain security requirements or a Contract Security Classification Specification, DD Form 254.

H.1.2  If access to unclassified sensitive information (For Official Use Only — FOUO) is authorized; contractor may access only the information related to the subject matter of this contract.

H.1.3  Should the Government determine that the technology has developed to a point where the information warrants protection under Executive Order 12958, Classified National Security Information, a DD Form 254 and an approved classification guide will be issued.

H.2 GOVERNMENT-CONTRACTOR RELATIONSHIPS (52.0000-4048)

a)  The Government and the contractor understand and agree that the support services to be delivered under this contract by the contractor are non-personal services and the parties recognize and agree that no employer-employee relationships exist or will exist under the contract between the Government and the contractor and/or between the Government and the contractor’s employees.  It is therefore, in the best interest of the Government to afford the parties a full and complete understanding of their respective obligations.

b)  Contractor personnel under this contract shall not:

1)  Be placed in a position where they are appointed or employed by a Federal Officer, or are under the supervision, direction, or evaluation of a Federal Officer, military or civilian.

2)  Be placed in a staff or policy making position

3)  Be placed in a position of command, supervision, direction, or evaluation over DA military or civilian personnel or personnel of other contractors or become a part of a Government organization.

c)  Employee Relationships:

1)  The services to be performed under this contract does not require the contractor or its employees to exercise personal judgment and discretion on behalf of the Government, but rather the contractor’s employees will act and exercise personal judgment and direction on behalf of the contractor.

2)  Rules, regulations, directions, and requirements that are issued by command authorities under their responsibility for good order, administration, and security are applicable to all personnel who enter a Government installation.  This is not to be construed or interpreted to establish any degree of Government control, which is inconsistent with a non-personal services contract.

3)  The contractor will not be paid for performance of personal services.  Therefore, in the event the contractor (or its employee) is directed by a Government employee to perform tasks that the contractor believes are personal services the contractor should take no action until it has contacted the Procuring Contracting Officer to determine the appropriate course of action.

H.3  FOREIGN NATIONALS

No foreign national shall work on this contract without acquiring approval from the Contracting Officer prior to initiating work under this contract.  When requesting approval, furnish full name, date of birth, place of birth, citizenship, registration number, type of visa, port of entry, and type of position in which employee will be utilized.  Previously approved foreign nationals must be reapproved if the nature of their work under this contract differs from that performed under the prior year’s contract.  The Contractor shall submit a copy of the work visa or green card

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with an abbreviated Curriculum Vitae and a justification to the Contract Specialist for review by the Security Office for approval.

H.4  AUTHORITY TO CHANGE OR MODIFY THE CONTRACT:

a)  The contractor is hereby notified that no government personnel other than an authorized Contracting Officer can change or modify the contract or authorize any action that obligates the government.  If a COR or Alternate COR (ACOR) is appointed for this contract, his/her authority is limited to the specific duties set forth in the letter of appointment.  The COR/ACOR is not authorized to make any commitments or changes that affect price.

b)  If the contractor accepts any such commitment from the government personnel other than an authorized Contracting Officer, it shall be at their own risk and expense.  Such actions do not bind the Government contractually and do not constitute a change under FAR 52.243-1 Alt V.  The contractor shall not be entitled to an equitable adjustment of the contract amount or delivery schedule unless an authorized Contracting Officer directs changes or modifications.

The contractor shall be under no obligation to comply with any direction or change that will result in a contract modification unless an authorized contracting Officer issues it.  The contractor shall direct any questions concerning the authority of government to the Procuring Contracting Officer.

H.5  LIMITATION OF COSTS

In accordance with the clause FAR 52.232-20 Limitation of Cost April 1984, incorporated into this contract, the notice required thereby shall be provided to the designated Procuring Contracting Officer by CERTIFIED MAIL return receipt requested.  Failure to comply with the above notice requirement imposes the risk of continued performance on the contract without reimbursement to the contractor for cost incurred over and above the estimated cost or allotted amount stated in the contract.

H.6  NOTICE OF INCORPORATION OF REPS AND CERTS (52.0000-4147)

The contractor’s reps and certs as completed online (https://orca.bpn.gov) are hereby incorporated in and form a part of the resultant contract as though furnished in full text therewith.

H.7.  TECHNICAL DATA RIGHTS

All data generated in the performance of this contract will be furnished to the Government with unlimited rights.

H.8.         52.0000-4160          GUIDANCE ON DOCUMENTATION OF DATA REQUIREMENTS

The following information is furnished to provide guidance with respect to the abbreviations and codes utilized in various blocks of DD Form 1423, Contract Data Requirements List.

Block 7, DD Form 250 Requirement.  This block designates the location (source or destination) for performance of Government inspection and acceptance.  The applicable codes for inspection and acceptance are cited below.  The Government activity to perform the destination acceptance task is entered in Block 14 as the first addressee.

Code Inspection Acceptance

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XX Inspection/acceptance requirements specified elsewhere in the contract

+Source indicates Contractor’s facility

++Use of these symbols is not authorized for engineering data such as drawings or specifications.

Block 8, Approval Code.  Items or critical data requiring specific advanced written approval, such as test plans, are identified by an “A” in this field.  Most of these data require submission of a preliminary draft prior to publication of a final document.  When advanced approval is not required, this field is blank.

Block 10, Frequency.  The codes used in this block are cited below:

DAILY = Daily

BI-MO = Each two months

OTIME = One time

WEEKLY = Weekly

QRTLY = Quarterly

ONE/R = One time and revision

BI-WE = Each two weeks

ANNLY = Annually

R/ASR = Revision as required

MTHLY = Monthly

SEMIA = Each six months

DFDEL = Deferred Delivery

ASREQ = As required

2TIME = Two separate

CNE/P = One time preliminary (See Notes A/B Submittals draft)

CHG P AS REQ = Change pages as required

Note A:  Block 13 is used for further explanation

Note B:  When data is of a recurring type, it will be submitted at end of reporting period established in field unless otherwise indicated in Data Preparation Instructions or in Blocks 12 or 13 of DD Form 1423

Block 11, As of Date (AOD).  When data is submitted only once, this block indicates the number of days the data is to be submitted prior to the end of the reporting period; e.g., “15” would place the AOD for this report at 15 calendar days before the end of each month, quarter, or year, depending on the frequency established in Block 10; “0” place the AOD at the end of the month, quarter, or year.  Further guidance is shown in Block 13 or 16 as required.

Block 12, Date of First Submission.  This block indicates the initial data submission date (Year/Month/Day).  When data has already been submitted and will be resubmitted, the date of the next submission is entered.  When the contract starts, the date has not been established, this block indicates the number of calendar days after the contract start date that the data is due; e.g., 30 DAC.  Further information, if required, is contained in Block 13.  Classified dates are not cited in this form.  “DFDEL” indicates deferred delivery.

Block 13, Date of Subsequent Submission/Event Identification.  When data is submitted more than once, the date(s) of subsequent submission(s) is indicated in this block.  When submission of data is based on the initiation of a specific event or milestone, this information is cited in this block (when such information classifies the form, this block is left blank).  Example:  “NLT 15 calendar days before start of production;” “45 calendar days before first article,” etc.

Block 14, Distribution and Addresses.  Addresses and number of copies (regular/reproducible) to be forwarded to each addressee is cited in this block; e.g. SCBRD-ODR-E 0/1/0.  Addressees are indicated by office symbol (i.e., STEAA-AP-EP), contractor initials, DoD Handbook H-4 codes, and Command initials.  A list explaining these symbols is attached to the form.  When reproducible copies are required (second number), the type of copies required will be cited in this block or Block 16.

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NOTE:  Unless otherwise cited in Block 10, entries in Blocks 3 through 9 on DD Forms 1664, Data Item Description, are for informational purposes only and are not contractually binding.

H.9  RELEASE OF INFORMATION-RESEARCH AND DEVELOPMENT (EXPLORATORY DEVELOPMENT 52.0000-4031)

a)  CLASSIFIED CONTRACT- If this is a classified contract, the provisions of the DoD Security Agreement (DD Form 441) and the DoD Contract Security Classification Specification (DD Form 254) also apply.

b)  UNCLASSIFIED CONTRACT-RESTRICTED RELEASE- Approval of the Procuring Contracting Officer (PCO) is required prior to the release of information received or generated in the performance of this contract.

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Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

17

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CLAUSES INCORPORATED BY FULL TEXT

52.222-2      PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed  0  or the overtime premium is paid for work —

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall—

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

* Insert either “zero” or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

(End of clause)

52.252-2      CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

  http://www.arnet.gov/far/

  http://www.acq.osd.mil/dp/dars/

  http://farsite.hill.af.mil

  http://web1.deskbook.osd.mil/htmlfiles/rlcats.asp

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(End of clause)

252 ###-###-####     Acknowledgment of Support and Disclaimer.  (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government’s support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the U.S. Army Research Development and Engineering Command under Contract No. W911SR-08-C-0055.

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the U.S. Army Research Development and Engineering Command under Contract No. W911SR-08-C-0055.

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Section J - List of Documents, Exhibits and Other Attachments

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