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5876:92:294 dated 7.7.1992 and the NAA has accepted its offer.

Thereafter, Article 1 furnishes definition of 19 terms for the purpose of the agreement.

6.2 Article 2 deals with the scope of the agreement. It is mentioned that the ATS to be provided under the agreement is specified in Exhibit-A, statement of work, attached hereto and incorporated herein by reference.

It is further mentioned that under a separate contract, the assessee shall be responsible for installation and training in support of the ATS. It is also mentioned that the work covered by the contract shall commence immediately upon the effective date of this contract and shall be completed in stages on or before the dates mentioned in time schedule of completion of work. The assessee shall bear in mind that time is the essence of the contract and time schedule including progress time schedule as provided for in this contract or such extended time schedule, as is mutually agreed, shall be strictly adhered to. It is also mentioned that in case the assessee delays System Site Acceptance Test ("SAT" for short) as specified in terms of this contract beyond 30 days after its specified completion date, the NAA shall be entitled to recover from the assessee or deduct from the payment due to the assessee as liquidated damages an amount equal to 1% of the contract price for each week of delay beyond the aforesaid 30 days specified for completion of the work, up to a maximum of 7.5% of the contract price. It is also mentioned that the assessee agrees to provide the necessary information to operate, maintain and repair the equipment delivered under the contract. The documents furnished by the assessee to the NAA which are in the possession of the assessee prior to the date of this contract, or which are deployed mainly on the basis of proprietary concept contained in these documents, shall be the property of the assessee. The NAA shall be entitled only to use such documents and copies in connection with operation, repair and maintenance of the ATS. All other documents and copies thereof developed independently by the assessee in connection with the work shall be the property of the assessee. The NAA may however use such documents and copies for any purpose for the use of the ATS. In respect of computer software technical documentation required to operate the equipments to be sold to the NAA under this contract, the assessee shall grant to the NAA a license to use computer software and technical documentation for use of the ATS. The license shall provide that such computer software and documentation : (i) includes property of Her Majesty the Queen in Right of Canada and are to be used or copied only for the purpose of operating the article or thing in which they are contained. The assessee shall mark the article or thing containing the computer software and technical documentation with the legend .......... The assessee agrees that technical data referred to above shall only be used, reproduced, adapted or modified by the NAA for the purpose of Bombay & Delhi ATS. The license agreement shall be entered into with the assessee or other proprietors of such rights for use at other locations of the NAA. The assessee shall not unreasonably withhold his agreement for such license and shall ensure that other proprietors of such rights shall not unreasonably withhold their agreements for such license. Such agreement shall be subject to a license fees which shall be fair and reasonable. It is also provided that royalities and fees for patents covering materials, articles, apparatus, devices, equipments or processes used in the works shall be deemed to have been included in the contract price. The assessee shall satisfy all demands that may be made at any time for such royalities or fees and he alone shall be liable for any damages or claims for patent infringements and shall keep the NAA indemnified in this regard. The assessee shall at his own cost and expense defend all suits and proceedings that may be instituted for alleged infringement for any patents involved in the works and in case of an award of damages, he shall pay for such award. In the event of any suit or other proceedings instituted against NAA, the same shall be defended at the cost and expense of the assessee, who shall also satisfy any decree or order of award made against NAA. But it shall be understood that no such equipment, sub-system, work, material or thing has been used by NAA for any purpose or in any manner other than that for which they have been furnished and installed by the assessee. It is also mentioned that the assessee shall implement a plan for transferring software technology for the radar data processing system ('RDPS' for short) and the flight data processing system ('FDPS' for short). The plan shall include a transfer of technology to the NAA staff and to Indian industry. The contractor shall train six NAA system software engineers at its facilities in the United States for a period of six months. These engineers shall participate in a series of software courses covering computer languages, UNIX, and software development methodology. NAA engineers will work directly with the contractor's personnel on the software development and testing. In addition, the training programme includes a three week course of instruction, which is to be given in India. This course includes a discussion on the system architecture, design and implementation. Topics relating to aspects of software maintenance shall be included. A team of four engineers drawn from Indian industry will also receive similar training. In respect of software source code, it is agreed that as a part of transfer of technology, the assessee shall deliver the computer source code for the RDPS and FDPS software. Usage of software source and any resulting executable images is limited to systems delivered under this contract to the NAA for the MATS-BD Program (Bombay and Delhi) by the assessee. The assessee will also enter into an agreement with the NAA and an organisation or company representing Indian industry concerning software training and use of software source code prior to 30 days before critical design review ("CDR" for short).