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DSCR

DSCR I13F: CONFLICT OF INTEREST AND NON-DISCLOSURE

I13F   52.203-9G03   CONFLICT OF INTEREST  DSCR  (OCT 1999)
AND                  AND NON-DISCLOSURE  
I03F31

    (a)  For purposes of this clause:

         (1)  "Contractor" shall mean the firm signing 
this contract and its subsidiaries and affiliates, joint 
ventures involving the Contractor, any entity with which 
the Contractor may hereafter merge or affiliate, and any 
other successor or assignee of the Contractor.
  
         (2)  "Affiliates" means employees, directors,  
partners, participants in joint ventures, parent corporation 
subsidiaries, any entity into or with which the Contractor 
may subsequently merge or affiliate, any other successor or 
assign or the Contractor, and prime subcontractors.

         (3)  "Financial interest" is an interest owned by  
the Contractor, as previously defined, and the spouse or 
minor children of any employees, officers, directors or 
partners of the Contractor.  The term "financial interest" 
includes any current or contingent ownership, equity, or 
security interest in real or personal property or a business
and may include an indebtedness or compensated employment 
relationship.  It includes, for example, interests like 
stocks, bonds, partnership interests, fee and leasehold 
interests, mineral and other property rights, deeds of 
trust and liens, and extends to any right of purchase or to 
acquire any such interest, such as stock options or 
commodity futures.  It also includes service, with or 
without compensation, as an officer, director, trustee, 
general partner or employee of any person, including a 
nonprofit entity, whose financial interests may be imputed 
to the Contractor and the spouse or minor children of any 
employees, officers, directors or partners of the Contractor.

    (b)  The Contractor warrants it does not have and agrees
to avoid any actual or potential conflicts of interest that
may affect its ability to act impartially and not give 
preferential treatment to any individual or entity.  The 
Contractor shall not participate in any matter in 
performance of this contract in which it has any financial 
interest if such participation will have a direct and 
predictable effect on that interest.

    (c)  Contractor agrees, because of the nature of the 
work it will perform under this contract, there is an 
inherent conflict between its role in performing that work
and subsequently competing on or consulting with others on
any acquisition resulting, in whole or in part, or related
to the work performed under this contract.  The Contractor
is prohibited from participating in any capacity, either 
directly or indirectly, as a prime contractor, 
subcontractor, or consultant, on any contracts, 
subcontracts, offers, bids or other acquisitions related 
to the work performed under this contract.

    (d)  Before beginning work under this contract and on
each anniversary thereof, the Contractor shall provide to
the Contracting Officer, for itself and for each of its 
affiliates, a statement concisely describing any financial 
interests of the Contractor or its affiliates.  The 
Contracting Officer, with legal counsel, will review this 
statement to decide whether there are any actual or 
potential conflicts of interest between the Contractor's
or affiliates' financial interests and performance of 
this contract.  Should there be any such conflicts, the 
Contracting Officer, in consultation with but not 
necessarily the approval of the Contractor, may take any 
reasonable steps necessary to avoid or remove any interest 
that diminishes the Contractor's capacity to give 
impartial, sound, and objective assistance and advice.  
Included among those remedies, the Contracting Officer 
shall not permit the contractor or any of its affiliates 
to work directly on any matter for which there is or may be
a conflict of interest.  The necessity to take corrective 
action does not relieve the Contractor of its obligations 
under the contract.  The Contracting Officer also may, upon 
the Contractor's breach of its warranty made herein, 
rescind the contract without liability or, at its 
discretion, terminate this contract for default.  Further, 
should rescission or termination be required, the 
Contractor shall not be entitled to reimbursement of any 
cost incurred in performing this contract or payment of any 
fee thereunder.  Such costs shall not be allocable or 
chargeable, directly or indirectly, to any other with the 
Government.

    (e)  During performance of this contract, a supplier 
may submit certain information of a proprietary nature to 
the Government. The Contractor may receive this information 
while performing under this contract.  The Contractor 
agrees to use and examine this information exclusively in 
the performance of this contract and to take the necessary 
steps to prevent disclosure of such information to any 
party outside the Government, as long as it remains 
proprietary.  The Contractor agrees to indoctrinate is 
affiliates who will have access to this information as to 
the proprietary nature of the information and the 
relationship under which they may have possession of the 
information.  The Contractor also will inform its 
affiliates that they may not engage in any other action, 
venture, or employment where this information will be used 
for the profit of any party other than the party furnishing 
this information.  Additionally, the Contractor agrees to 
execute agreements to this effect with companies providing 
proprietary data for performance under this contract.  The 
Contractor will restrict access to proprietary information 
to the minimum number of employees necessary for 
performance of this contract.

    (f)  The Contractor agrees to execute agreements with 
companies furnishing proprietary data in connection with 
work performed under this contract, obligating the 
Contractor to protect such data from unauthorized use or 
disclosure so long as such data remains proprietary, and
to furnish copies of such agreements to the Contracting 
Officer.  Contractor further agrees it shall not use such 
proprietary data in performing any other work without the 
express written permission of the entity that originally 
provided the information and the Contracting Officer.

    (g)  Contractor is prohibited from disclosing procurement 
information as proscribed in subsection 27(a) of the Office 
of Federal Procurement Policy Act (41 U.S.C. §423, as 
amended) as implemented in FAR 3.104-4(a).  The Contractor 
shall comply with the requirements of FAR 3.104-5 
concerning the disclosure, protection, and marking of 
contractor bid or proposal information and source selection 
information.

ACKNOWLEDGEMENT:

    The Contractor, by its undersigned representative, does 
hereby acknowledge and agree to the foregoing provisions 
concerning conflicts of interest and the nondisclosure of 
information.  Acknowledged this _____ day of ____________, 
______.


_________________________
              (Signature)


_________________________
      (Title or Position)