Can Agency License Software to the Contractor that Developed It?

Scenario: Contractor developed at Government expense a system to assist law enforcement investigators (not defense related). Contract included FAR 52.227-14 Rights in Data - General (2007), and the following clause:

SYSTEM AND DATA OWNERSHIP

During the performance of this contract, the contractor will create and maintain

databases, business process workflows, call and data flow diagrams, IVR scripts,

webpage content, customer service records, training materials, preformatted responses,

and other materials that are used to support the various activities. The (agency name) retains

ownership of all such support materials and all other information resources, including

stored data, database structure, web page design and content , and other materials

developed by the contractor in support of this contract, including customizations,

documentation, configurations, and specifications. The contractor shall retain ownership

of the system infrastructure (except for any items that may be furnished by the (agency name)),

including all hardware and COTS software. At the end of the performance period, all

information resources developed in support of the contract shall be turned over to the

(agency name) in its entirety.

The contractor wants to pursue an opportunity to develop a similar system for a foreign government and has asked permission to repurpose the system design & configurations, database schema, database design, and computer software code for the foreign effort. The agency likes the idea of this particular foreign law enforcement agency having a similar system, because it might lead to enhanced collaboration and system enhancements that the agency itself has not considered.

There are two facts that I'd like to point out:

1. The contractor stands to profit substantially from the foreign opportunity; and

2. The contractor continues to provide the agency with services related to the operation and maintenenace of the current system, under the same contract through which it developed the system.

I have 4 questions:

1. Does the System and Data Ownership clause conflict with 52.227-14, or was such a clause contemplated by the exception provided by 52.227-14(d)(3)?

2. Does inclusion of the System and Data Ownership clause give the agency exclusive ownership/copyright to the system source code that the contractor developed under contract?

3. If the agency does in fact own the system code, is it appropriate for the agency to license the system code to the contractor at some cost in the form of credits (price reductions) to the current contract?

4. Is there a better or more appropriate method of approaching the contractor's request?