The contract required the contractor to submit vendor lists to the government. The contractor marked the lists as proprietary. The government objected to the proprietary markings, arguing that the vendors lists were technical data developed as part of a government contract, which gave the government rights to the data. The contractor sued the government seeking declaratory relief. The court sided with the contractor, finding that the vendor lists were not technical data. The lists were simply a list of vendors; they did not include technical information and were not prepared by technical experts. The lists were management information in which the government had no rights.
Raytheon Company v. United States, COFC No. 19-883C
Background
Raytheon had multiple contracts with the Army to provide engineering services in support of the Patriot weapons systems. The contracts incorporated DFARS 252.227-7013, which sets forth the government’s rights in technical data developed as part of the contract. Under the regulation, the extent of the government’s rights is based upon the source of funding for the development. As relevant here, if technical data is developed with both government and private funding, then the government received Government Purpose rights.
The contracts also required Raytheon to provide vendor lists to the Army on a quarterly basis. These vendor lists allowed the Army to identify the sources Raytheon used for parts and to track parts.
In 2014, Rayheon began placing a proprietary legend on the vendor lists. The Army rejected the lists, stating that Raytheon could not restrict the government’s use with a proprietary marking. Raytheon asserted that its vendor lists were not technical data in which the government had rights, but rather proprietary management information. The Army issued a final decision asserting that it had Government Purpose rights in the vendor lists.
Raytheon filed suit with the Court of Federal Claims seeking a declaration that the information on its vendor lists was not technical data.
Court’s Analysis
Definition of Technical Data
The DFARS defines technical data as information of a scientific or technical nature. The regulation goes on to state that technical data does not include data incidental to contract administration such as financial or management information. The court also noted that the dictionary defines “technical” as “of or pertaining to the mechanical arts and applied sciences.”
In light of these definitions, the court concluded that the information on Raytheon’s vendor lists did not constitute technical data.The vendor lists had nothing to do with the mechanical arts or applied sciences; they were simply lists of vendors from which Raytheon purchased parts. The lists did not include technical information about the parts, or even describe the purchased parts in a meaningful way. The information on the lists was not derived from technical sources or prepared by technical experts. Instead, it was established from invoices and purchase orders. The court concluded that lists merely the type of information incidental to contract administration, which is expressly excluded from the definition of technical data.
Public Policy
The court further reasoned that public policy animating the technical data regulations would not be served by extending the definition of technical data to vendor lists. The intent of the technical data regulation is to promote competition. If the government has rights in technical data, then it does not have to keep contracting with the same company that developed those rights; it can enter contracts with other companies and ensure robust competition. Those policy considerations were not implicated by Raytheon’s vendor list. Raytheon had an interest in protecting the confidentiality of information it had gleaned through selecting parts suppliers. Raytheon’s competitors didn’t need the vendor lists to compete for awards, and the government did not need the lists to find qualified suppliers.
Raytheon is represented by Steven M. Masiello and Gale R. Monahan of Dentons US LLP. The government is represented by Domenique Kirchner, Patricia M. McCarthy, Brian M. Boynton, and Catherine M. Parnell of the Department of Justice as well as by Major Robert E. Walsd, Ethel O. Eady, and William B. Haywood of the Army.
