AGREEMENT

(INSERT Proposal Title)

Agreement No.: XXXxxx-xx-X-xxxx

Total Estimated Government Funding of the Agreement: $

Funds Obligated: $

Authority: 10 U.S.C. 2358 and 10 U.S.C. 2371 and Section 845 of the 1994 National

Defense Authorization Act.

Line of Appropriation: AA

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by NAVAL AIR SYSTEMS COMMAND (NAVAIR), and the (INSERT NAME) pursuant to and under U.S. Federal law.

FOR (INSERT CONTRACTOR NAME) FOR THE UNITED STATES OF

(Signature) (Signature)

(Name, Title) (Date) (Name, Title) (Date)

TABLE OF CONTENTS

ARTICLES PAGE

ARTICLE I Scope of the Agreement 3

ARTICLE II Term 3

ARTICLE III Task Description Document (TDD) 4

ARTICLE IV Payable Event Schedule 4

ARTICLE V Agreement Administration 5

ARTICLE VI Obligation and Payment 6

ARTICLE VII Disputes 7

ARTICLE VIII Patent Rights 8

ARTICLE IX Data Rights 12

ARTICLE X Foreign Access to Technology 16

ARTICLE XI Civil Rights Act 18

ARTICLE XII Insurance 18

ARTICLE XIII Government Furnished Property 18

ARTICLE XIV Security 18

ARTICLE XV Subcontracts 19

ARTICLE XVI Execution 19

ARTICLE XVII Order of Precedence 19

ATTACHMENTS

ATTACHMENT 1 Integrated Master Schedule

ATTACHMENT 2 Contracts Security Classification

Specification (DD 254)

ATTACHMENT 3 Task Description Document

This article should state your vision for the Multi-Role Endurance UAV Risk Assessment (MRE RA) Program and describe how your proposal satisfies the objectives of the program. This article should summarize the scope of the work you are committing to (as described in detail in Article III, Task Description Document) by entering into this Agreement.

In addition, this article should discuss the way you will interact with the government program team. Suggested wording (paragraphs used in other NAVAIR Agreements) for your consideration follows:

"NAVAIR will have continuous involvement with the Contractor. NAVAIR will obtain access to program results and certain rights to data and patents pursuant to Articles VIII and IX. NAVAIR and the Contractor are bound to each other by a duty of good faith and best effort in achieving the program objectives."

"This Agreement is an 'other transaction' pursuant to 10 U.S.C. 2358 and 10 U.S.C. 2371 and section 845 of the 1994 National Defense Authorization Act. The Parties agree that the principal purpose of this Agreement is for the Contractor to provide best efforts. The Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) apply only as specifically referenced herein. This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization."

Terms such as "Contractor", "parties", "program", etc. should also be defined in this article. Should "Contractor" be a team, alliance, partnership or other arrangement, this article must reflect these provisions and specifically document the relationship between NAVAIR and the "unique" Contractor arrangement.

A. The Term of this Agreement

This Agreement commences upon the date of the last signature hereon and continues for the duration of the MRE RA Program.

B. Termination Provisions

Subject to a reasonable determination that the project will not produce beneficial results commensurate with the expenditure of resources, the Government may terminate this Agreement by written notice to the other Party, provided that such written notice is preceded by consultation between the Parties. In the event of a termination of the Agreement, the Government shall have paid-up Government purpose license rights to all data developed and delivered under this Agreement. The Government and the Contractor will negotiate in good faith an equitable reimbursement for work performed toward the accomplishment of Payable Milestones at the time of Government termination. Failure of the Parties to agree to an equitable adjustment will be resolved pursuant to Article VII.

ARTICLE III: TASK DESCRIPTION DOCUMENT (TDD)

The offeror will submit a TDD in accordance with the guidance provided in the solicitation (the TDD is Attachment 3 of this agreement).

A. Payment Schedule

The Contractor shall be paid for performing the work required by Article III in accordance with the amounts and schedule set forth below. Milestone schedule, content, locations, and exit criteria are described in the contractors Integrated Master Plan, which is Attachment 1 of this agreement. Both the Schedule of Payments and the Funding Schedule set forth below may be revised or modified in accordance with paragraph C.

B. Schedule of Payments and Payable Milestones

The contractor will receive $xx upon agreement award.

C. Modifications

1. At any time during the term of the Agreement, progress or results may indicate that a change in the TDD and/or the Payable Milestones, would be beneficial to program objectives. Recommendations for modifications, including justifications to support any changes to the TDD and/or the Payable Milestones, will be documented in a letter and submitted by the Contractor to the NAVAIR Program Manager with a copy to the NAVAIR Contracting Officer. This letter will detail the technical, chronological, and financial impact of the proposed modification to the research program. Any subsequent modification is subject to mutual agreement. The Government is not obligated to pay for additional or revised Payable Milestones until the Payable Milestones Schedule is formally revised by the NAVAIR Contracting Officer and made part of this Agreement.

2. The NAVAIR Program Manager shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Agreement TDD, Schedule of Payments and Payable Milestones, or other proposed changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government or Contractor personnel identified in the Agreement, etc.) no signature is required by the Contractor.

4. The Government will be responsible for effecting all modifications to this agreement.

Administrative and contractual matters under this Agreement shall be referred to the following representatives of the parties:

NAVAIR, Michael McLoughlin, Contracting Officer, Tel: (301) 757-5898

CONTRACTOR: (INSERT NAME)(Contractor Administrator)(INSERT

TELEPHONE NUMBER)

Program Management matters under this agreement shall be referred to the following representatives:

NAVAIR, MAJ Steve Waugh, Project Manager, Tel: (301) 757-5816

CONTRACTOR: (INSERT NAME)(Project Manager)(INSERT

TELEPHONE NUMBER)

Technical matters under this Agreement shall be referred to the following representatives:

NAVAIR: Joe Landfield, Chief Engineer, Tel: (301) 757-8302

CONTRACTOR: (INSERT NAME) (INSERT TITLE) (INSERT TELEPHONE NUMBER)

Each party may change its representatives named in this Article by written notification to the other party. The Government will effect the change as stated in item C.4 of article IV above.

(NOTE): (If the payment method agreed upon is a type of cost reimbursement, then we anticipate compliance with current Cost Accounting Standards (CAS) will be required. If the offeror's accounting system does not comply with CAS, the government will consider other payment approaches.)

A. Obligation

The Government's liability to make payments to the Contractor is limited to only those funds obligated under this Agreement or by modification to the Agreement. The Government may obligate funds to the Agreement incrementally.

B. Payments

1. Prior to the submission of invoices to NAVAIR by the Contractor Administrator, the Contractor shall have and maintain an accounting system that complies with Generally Accepted Accounting Principles (unless CAS applies), and with the requirements of this Agreement, and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for Federal funds.

2. The contractor shall document the accomplishments of each Payable Milestone by submitting or otherwise providing the Payable Milestones Report as required. The contractor shall submit an original and one (1) copy of all invoices to the Contracting Officer for payment approval. After written verification of the accomplishment of the Payable Milestone by the NAVAIR Project Manager, and approval by the Contracting Officer, the invoices will be forwarded to the payment office within fifteen (15) calendar days of receipt of the invoices at NAVAIR. Payment approval for the final Payable Milestone will be made after reconciliation. Payments will be made by Defense Accounting Office, DFAS, Attention: Vendor Pay, 8899 East 56th Street, Indianapolis, IN 46249-1325 within fifteen (15) calendar days of NAVAIR's transmittal. Subject to change only through written Agreement modification, payment shall be made to the address of the contract's Administrator set forth below.

3. Address of Payee: (INSERT NAME AND ADDRESS OF PAYEE)

4. Limitation of Funds: In no case shall the Government's financial liability exceed the amount obligated under this Agreement.

5. Financial Records and Reports: The Contractor's relevant financial records are subject to examination or audit on behalf of NAVAIR by the Government for a period not to exceed three (3) years after expiration of the term of this Agreement. The Contractors shall provide the Contracting Officer (or designee) direct access to sufficient records and information of the Contractor to ensure full accountability for all funding under this Agreement. Such audit, examination, or access shall be performed during business hours on business days upon prior written notice and shall be subject to the security requirements of the audited party.

A. General

Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any disagreement, claim or dispute between the Government and the Contractor concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may only be raised under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the Program Executive Officer (PEO(CU)) in the interests of justice waives this requirement.

3. Failing resolution by mutual Agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the NAVAIR Contracting Officer or Contractor Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the NAVAIR Program Manager for Navy Unmanned Aerial Vehicles (PMA-263) and a Representative of the Contractor ("Contractor Representative"). The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The NAVAIR Program Manager for Navy Unmanned Aerial Vehicles (PMA-263) and the Contractor Representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding unless a Party shall, within thirty (30) calendar days, request further review as provided in this Article.

4. Upon written request to the Program Executive Officer, made within thirty (30) calendar days or upon unavailability of a joint decision under subparagraph B.3 above, the dispute shall be further reviewed. The Program Executive Officer may elect to conduct this review personally or through a designee or jointly with a representative of the other Party who is a senior official of the Party. Following the review, the Program Executive Officer or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

ARTICLE VIII: PATENT RIGHTS

A. Definitions

1. "Invention" means any invention or discovery that is or may be patentable or otherwise protectable under Title 35 of the United States Code.

2. "Made" when used in relation to any invention means the conception or first actual reduction to practice of such invention.

3. "Practical application" means to manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

4. "Subject invention" means any Contractor invention conceived or first actually reduced to practice in the performance of work under this Agreement.

B. Allocation of Principal Rights

Unless the Contractor shall have notified NAVAIR (in accordance with subparagraph C.2 below) that the Contractor does not intend to retain title, the Contractor shall retain the entire right, title, and interest throughout the world to each subject invention consistent with this Article, and 35 U.S.C. § 202. With respect to any subject invention in which the Contractor retains title, NAVAIR shall have a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States the subject invention throughout the world. Notwithstanding the above, the Contractor may elect to provide full or partial rights that it has retained to Contractor or other parties.

C. Invention Disclosure, Election of Title, and Filing of Patent Application

1. The Contractor shall disclose each subject invention to NAVAIR within four (4) months after the inventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to NAVAIR shall be in the form of a written report and shall identify the Agreement under which the invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the invention. The disclosure shall also identify any publication, sale, or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. The Contractor shall also submit to NAVAIR an annual listing of subject inventions.

2. If the Contractor determines that it does not intend to retain title to any such invention, the Contractor shall notify NAVAIR, in writing, within eight (8) months of disclosure to NAVAIR. However, in any case where publication, sale, or public use has initiated the one (1)-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by NAVAIR to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.

3. The Contractor shall file its initial patent application on a subject invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Contractor may elect to file patent applications in additional countries (including the European Patent Office and the Patent Cooperation Treaty) within either ten (10) months of the corresponding initial patent application or six (6) months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications, where such filing has been prohibited by a Secrecy Order.

4. Requests for extension of the time for disclosure election, and filing under Article VII, paragraph C, may, at the discretion of NAVAIR, and after considering the position of the Contractor, be granted.

D. Conditions When the Government May Obtain Title

Upon NAVAIR’s written request, the Contractor shall convey title to any subject invention to NAVAIR under any of the following conditions:

1. If the Contractor fails to disclose or elects not to retain title to the subject invention within the times specified in paragraph C of this Article; provided, that NAVAIR may only request title within sixty (60) calendar days after learning of the failure of the Contractor to disclose or elect within the specified times.

2. In those countries in which the Contractor fails to file patent applications within the times specified in paragraph C of this Article; provided, that if the Contractor has filed a patent application in a country after the times specified in paragraph C of this Article, but prior to its receipt of the written request by NAVAIR, the Contractor shall continue to retain title in that country; or

3. In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a subject invention.

E. Minimum Rights to the Contractor and Protection of the Contractor’s Right to File

1. The Contractor shall retain a non-exclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title, except if the Contractor fails to disclose the invention within the times specified in paragraph C of this Article. The Contractor license extends to the domestic (including Canada) subsidiaries and affiliates, if any, of the Contractor within the corporate structure of which the Contractor is a party and includes the right to grant licenses of the same scope to the extent that the Contractor was legally obligated to do so at the time the Agreement was awarded. The license is transferable only with the approval of NAVAIR, except when transferred to the successor of that part of the business to which the invention pertains. NAVAIR approval for license transfer shall not be unreasonably withheld.

2. The Contractor domestic license may be revoked or modified by NAVAIR to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of NAVAIR to the extent the Contractor, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

3. Before revocation or modification of the license, NAVAIR shall furnish the Contractor a written notice of its intention to revoke or modify the license, and the Contractor shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

F. Action to Protect the Government’s Interest

1. The Contractor agrees to execute or to have executed and promptly deliver to NAVAIR all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those subject inventions to which the Contractor elects to retain title, and (ii) convey title to NAVAIR when requested under paragraph D of this Article and to enable the Government to obtain patent protection throughout the world in that subject invention.

2. The Contractor agrees to require, by written agreement, that employees of the Contractor other than clerical and non-technical employees, agree to disclose promptly in writing, to personnel identified as responsible for the administration of patent matters and in a format acceptable to the Contractor, each subject invention made under this Agreement in order that the Contractor can comply with the disclosure provisions of paragraph C of this Article. The Contractor shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

3. The Contractor shall notify NAVAIR of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

4. The Contractor shall include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement: "This invention was made with Government support under Agreement No. TBD awarded by NAVAIR. The Government has certain rights in the invention."

G. Lower Tier Agreements

The Contractor shall include this Article, suitably modified, to identify the Parties, in all subcontracts or lower tier agreements, regardless of tier, for experimental, development, or research work.

H. Reporting on Utilization of Subject Inventions

The Contractor agrees to submit, during the term of the Agreement, an annual report on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Contractor or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the subcontractor(s), and such other data and information as the agency may reasonably specify. The Contractor also agrees to provide additional reports as may be requested by NAVAIR in connection with any march-in proceedings undertaken by NAVAIR in accordance with paragraph J of this Article. Consistent with 35 U.S.C. § 202(c)(5), NAVAIR agrees it shall not disclose such information to persons outside the Government without permission of the Contractor.

I. Preference for American Industry

Notwithstanding any other provision of this clause, the Contractor agrees that it shall not grant to any person the exclusive right to use or sell any subject invention in the United States or Canada unless such person agrees that any product embodying the subject invention or produced through the use of the subject invention shall be manufactured substantially in the United States or Canada. However, in individual cases, the requirements for such an agreement may be waived by NAVAIR upon a showing by the Contractor that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

J. March-in Rights

The Contractor agrees that, with respect to any subject invention in which it has retained title, NAVAIR has the right to require the Contractor, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Contractor, assignee, or exclusive licensee refuses such a request, NAVAIR has the right to grant such a license itself if NAVAIR determines that:

1. Such action is necessary because the Contractor or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention;

2. Such action is necessary to alleviate health or safety needs that are not reasonably satisfied by the Contractor, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Contractor, assignee, or licensees; or

4. Such action is necessary because the agreement required by paragraph (I) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.

ARTICLE IX: DATA RIGHTS

A. Definitions

"Computer Software" means a combination of associated computer instructions and computer data definitions required to enable computer hardware to perform computational or control functions. Computer programs and computer data bases are included.

"Computer Software Documentation" means data including computer listings and printouts in human-readable form which (a) documents the design or details of computer software, (b) explains the capabilities of the software, or (c) provides operating instructions for using the software.

"Data means recorded information of any kind of a scientific or technical nature, regardless of form or method of recording. The term does not include financial, administrative, cost, pricing or management.

"Government " means the Government of the United States of America.

"Government Purpose License Rights" (GPLR) means the right to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only. Government purposes include competitive procurement, but do not include the right to have or permit others to use Data for commercial purposes.

"Proprietary Information" means information which embodies trade secrets developed at private expense or business commercial or financial information that is privileged or confidential provided that such information:

1. in not known or available from other sources without obligations concerning its confidentiality;
2. has not been made available by the owners to others without obligation concerning its confidentiality;
3. is not already available to the Government without obligation concerning its confidentiality; and,
4. has not been developed independently by persons who had no access to the Proprietary Information.

"Restricted Access Information" means Subject Data generated by the Contractor that would be Proprietary Information if the information had been obtained from a non-Federal Party. The Parties may mutually agree to provide appropriate protection of Restricted Access Information against dissemination for a period of up to five (5) years after development of the information.

"Subject Data" means all Data first produced in the performance of work under this Agreement.

"Unlimited Rights" means the right to use, duplicate, release or disclose Data or Computer Software in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so.

B. Allocation of Principal Rights

Each Party shall have title to Subject Data generated by that Party. Each Party, upon request tot the other Party, shall have the right to review and to request delivery of all Subject Data and delivery shall be made to the requesting Party within two weeks of the request.

Contractor shall have Unlimited Rights in all Subject Data generated by NAVAIR. Each Partner will hold in confidence and treat as company Proprietary Information all Restricted Access Information for a period up to five years, as mutually agreed between the Partners. Restricted Access Information will be protected by NAVAIR from release under the Freedom of Information Act, 5 U.S.C. Section 552 as long as the information meets the definition of Restricted Access Information.

The Government shall have Unlimited Rights in all Subject Data generated by Contractor which is not Proprietary Information of Co9ntractor. Subject Data which is not Proprietary Information of Contractor may be released by NAVAIR where such release is required pursuant to a request under the Freedom of Information Act (5 U.S.C. Section 552).

The Government shall have Government Purpose License Rights in any Subject Data furnished by Contractor to NAVAIR under this Agreement which is Proprietary Information. Contractor shall place a proprietary notice on all information it delivers to NAVAIR under this Agreement which it asserts is proprietary. Subject Data which is Proprietary Information of Contractor shall be protected by NAVAIR from release under the Freedom of Information Act (FOIA) for as long as the data meets the definition of Proprietary Information. NAVAIR shall notify Contractor promptly of any such request for release of Cont4ractor Proprietary Subject Data.

Each Party shall have title to non-Subject Data generated by that Party.

Contractor shall have Unlimited Rights in all non-Subject Data provided under this Agreement by NAVAIR.

The Government shall have Unlimited Rights in all NAVAIR non-Subject Data which is provided under this Agreement and which is not Proprietary Information of Contractor. Non-Subject Data which is not Proprietary Information of Contractor may be released by NAVAIR where such release is required pursuant to a request under the Freedom of Information Act (5 U.S.C. Section 552).

NAVAIR shall use, reproduce and disclose any Proprietary Information that is non-Subject Data furnished by Contractor to NAVIAR under this Agreement only for the purpose of carrying out this Agreement, unless consent to other use or release is obtained form Contractor. Contractor shall place a proprietary notice on all information it delivers to NAVAIR under this Agreement which it asserts is proprietary. Non-Subject Data which is Proprietary Information of Contractor shall be protected by NAVAIR from release under the Freedom of Information Act (FOIA) for as long as the data meets the definition of Proprietary Information. NAVAIR shall notify Contractor promptly of any such request for release of Contractor non-Subject Data.

Contractor shall place a proper Proprietary notice on each page of all Subject and non-Subject Data it delivers to NAVAIR under this Agreement which Contractor asserts is Proprietary Information.

Restricted Access Information will be marked in a manner similar to the following:

"RESTRICTED ACCESS INFORMATION – TREAT AS PROPRIETARY TO Contractor"

NAVAIR will review all such designated Proprietary and Restricted Access Information and, in consultatin with Contractor, will determine whether it qualifies as "Proprietary or Restricted Access Information".

3. Copyrights

Contractor may copyright works of authorship prepared pursuant to this Agreement that may be copyrighted under Title 17, U.S. Code.

Contractor grants a nonexclusive, nontransferable, irrevocable, royalty-free copyright license throughout the world in the exclusive rights in copyrighted works of authorship (17 U.S.C. Section 106) prepared pursuant to this Agreement to the Government for Government purposes, including the right to permit others to use this license for Government purposes.

Contractor shall include the following statement on any mask work or work of authorship created in the performance of this Agreement:

D. Lower Tier Agreements

The Parties shall include this Article, suitably modified to identify the Parties, in all subcontracts or lower tier Agreements, regardless of tier.

ARTICLE X: FOREIGN ACCESS TO TECHNOLOGY

(NOTE: It is the Governments’ intention to restrict this technology from flowing overseas without approval to ensure the economic and security issues have been resolved prior to any release. If the offerors desire proposed changes to this article they should explain the rationale completely.)

This Article shall remain in effect during the term of the Agreement and for five years thereafter.

A. Definition

"Foreign Firm or Institution" means a firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations that are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

"Know-How" means all information including, but not limited to discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

"Technology" means discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue including, but not limited to, patents, trade secrets, mask works, and copyrights developed under this Agreement.

B. General

The Parties agree that research findings and technology developments in (INSERT TYPE OF TECHNOLOGY) technology may constitute a significant enhancement to the national defense, and to the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended to change or supersede, the provisions of the International Traffic in Arms Regulation (22 CFR pt. 121 et seq.), the DoD Industrial Security Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR pt. 770 et seq.)

C. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions

1. In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in subparagraphs C.2, C.3, and C.4 below shall apply to any transfer of Technology. For purposes of this paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include:

(a) sales of products or components, or

(b) licenses of software or documentation related to sales of products or

components, or

(c) transfer to foreign subsidiaries of the Contractor for purposes related

to this Agreement, or

(d) transfer which provides access to Technology to a Foreign Firm or

2. The Contractor shall provide timely notice to the Government of any proposed transfers from the Contractor of technology developed with Government funding under this Agreement to Foreign Firms or Institutions. If the Government determines that the transfer may have adverse consequences to the national security interests of the United States, the Contractor, its vendors, and the Government shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer but which provide equivalent benefits to the Contractor.

3. In any event, the Contractor shall provide written notice to the NAVAIR Program Manager and Contracting Officer of any proposed transfer to a foreign firm or institution at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Contractor's written notification, the NAVAIR Contracting Officer shall advise the Contractor whether it consents to the proposed transfer. In cases where the Government does not concur or sixty (60) calendar days after receipt and the Government provides no decision, the Contractor may utilize the procedures under Article VII, Disputes. No transfer shall take place until a decision is rendered.

4. Except as provided in subparagraph C.1 above and in the event the transfer of Technology to Foreign Firms or Institutions is approved by the Government, the Contractor shall (a) refund to the Government funds paid for the development of the Technology and (b) negotiate a license with the Government to the Technology under terms that are reasonable under the circumstances.

D. Lower Tier Agreements

The Contractor shall include this Article, suitably modified, in all subcontracts or lower tier Agreements, for experimental, developmental, or research work.

This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. 2000-d) relating to nondiscrimination in employment.

Contractor shall maintain the types of insurance listed in FAR 28.307-2(a), (b), and (c) with the minimum amounts of liability indicated, or commercial equivalent.

ARTICLE XIII: GOVERNMENT FURNISHED EQUIPMENT PROPERTY,

The Government does not intend to provide any Government furnished equipment, property or facilities. However, the following Government information shall be provided as appropriate:

(Offeror will list all desired GFI.)

This program shall be provided protection as required by the appropriate security requirements required by the DD Form 254 (Attachment 2; draft provided by NAVAIR). It is the government's position that the highest security classification necessary to perform this work should be SECRET. However, if higher classification is required in the performance of this Agreement is necessary, other arrangements may be sought. This agreement is unclassified.

The Contractor is authorized to use best commercial practices under this Agreement. This authorization includes, but is not limited to, waiver from competitive bidding where appropriate and the relief from normal flow-down requirements to subcontractors where it impacts the MRE RA Program.

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions among the parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of (INSERT CONTRACTOR NAME) and the NAVAIR Contracting Officer. This Agreement, or modification thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

In the event of any inconsistency between the terms of this Agreement and language set forth in the Task Description Document, the inconsistency shall be resolved by giving precedence in the following order: (1) The Agreement, (2) Attachments to the Agreement.

ATTACHMENT 1 INTEGRATED MASTER PLAN

ATTACHMENT 2 DD FORM 254 CONTRACT SECURITY

CLASSIFICATION SPECIFICATION

ATTACHMENT 3 TASK DECSRIPTION DOCUMENT