Sample Section 106 Cooperative Agreement | 1 September 2021

CLEEN IV ATTACHMENT A - COOPERATIVE

AGREEMENT

[CONTRACT NUMBER]

Between

[COMPANY NAME]

and the FEDERAL AVIATION ADMINISTRATION

Cooperative Agreement

Letter

The Federal Aviation Administration hereby enters into Cooperative Agreement No. XXX with:

[COMPANY NAME] in accordance with the contributions designated in this document in Article III, Contributions of the Parties. The total funded amount of this Agreement is: $XXX

The purpose of this Cooperative Agreement is to conduct activities under the Continuous Lower Energy, Emissions and Noise (CLEEN) Program.

The period of performance for this Cooperative Agreement extends from the final signature date below to XXX. The terms and conditions of this Cooperative Agreement are described in the following pages. [COMPANY NAME] and the Federal Aviation Administration acknowledge acceptance of this Cooperative Agreement and agree to abide by all of the terms and conditions set forth herein. In WITNESS WHEREOF, the parties hereto affix their signatures as follows:

For [COMPANY NAME] For the FAA

Name

Date of Signature

Sample Section 106 Cooperative Agreement | 2

COOPERATIVE

AGREEMENT XXX

TABLE OF CONTENTS

I. GENERAL PROVISIONS

A. Parties to the Agreement B. Effective Date and Term C. Authority 4

II. DESCRIPTION OF THE CLEEN EFFORT

A. Background 4 B. Objectives 4 C. Scope 4

III.CONTRIBUTIONS OF THE PARTIES

A. FAA Contributions B. Participant Contributions C. Limitation of Cost D. Reimbursement of Costs

IV.TECHNICAL DIRECTION

A. Management Structure B. FAA Role 8

V. REQUIRED SUBMISSIONS TO THE FAA

A. Surveillance and Reporting B. Milestones and Deliverables

VI.INTELLECTUAL PROPERTY AND DATA RIGHTS

A. Rights in Data B. Rights to Intellectual Property Generated with Government

Funding 13 C. Ownership 13 D. Survival 13 E. Laws Governing Patents, Copyrights and Other Data Rights F. Patents and Inventions

VII. DISPUTE RESOLUTION

VIII. TERM AND TERMINATION

A. Term 14 B. Termination

IX.LIABILITY AND INDEMNIFICATION

Sample Section 106 Cooperative Agreement | 3

X. SPECIAL PROVISIONS

A. Points of Contact B. Audit 15 C. Warranty 16 D. Force Majeure E. Changes in Ownership F. Lobbying Certification G. Severability 16 H. Construction of Agreement I. Entire Agreement J. Amendments K. Relationship of Parties L. Limitation of Assignment M. Contracting By [Company Name] N. Third Party Participation O. Attachments and Order of Preference P. Government’s Intent to Publish Q. Protection of Information R. Applicable Law and Forum S. Publicity and Press Releases T. Officials Not to Benefit U. Disclosure Regarding Payments to Influence Certain Federal

Transactions V. Reimbursement for Travel and Subsistence W. Electronic Submission of Payment Requests X. Patent Rights – Ownership by the Participant Y. Rights in Data – General Z. Confidentiality of Data and Information AA. Subcontracts BB. Survival

Appendix A – Reimbursement of Costs Under CLEEN IV

Appendix B - Intellectual Property - Section 106 Cooperative Agreements

Sample Section 106 Cooperative Agreement | 4

I.GENERAL PROVISIONS

A. Parties to the Agreement

The parties to this Cooperative Agreement (hereinafter the "Agreement') are as follows:

• The Federal Aviation Administration (FAA), an agency of the Department of Transportation, United States Government,

• [COMPANY NAME], (hereinafter referred to as "Participant" or “Recipient”), a [company description].

B. Effective Date and Term The effective date of this Agreement is the date on which it is mutually signed by the FAA or [Company Name], whichever is later. This Agreement shall continue in effect until [Insert a completion date 2028], unless earlier terminated by the parties as provided herein.

C. Authority This Agreement is authorized by 49 U.S.C. 106(l)(6) and (m), which permits the Administrator to enter into cooperative agreements on such terms and conditions as the Administrator may consider appropriate. In addition, this agreement is entered into pursuant to 49 U.S.C. § 47511.

II.DESCRIPTION OF THE CLEEN EFFORT

A. Background As defined by 49 U.S.C. § 47511, the performance objectives of CLEEN are to reduce fuel burn, engine emissions, and noise through the development, maturation, and testing of certifiable technologies for civil airplanes. For CLEEN Phase IV, an additional objective is to collect information that can assist the FAA in developing more effective and timely environmental standards and conducting environmental reviews, thereby supporting a pathway to type certification for proposed CLEEN technologies. Three types of information may be provided in support of this objective: 1) information that can assist the FAA in setting appropriate levels for environmental standards, 2) information that can assist the FAA in improving certification procedures from an environmental perspective where the existing regulations and policy do not address or are not adequate for a given technology, and/or 3) information that can assist the FAA in conducting environmental reviews of rulemaking and other actions.

B. Objectives Phase IV of the CLEEN Program is focused on activities that will inform the development of FAA airframe and engine environmental standards and environmental review of rulemaking and other actions in order to enable and expedite the safe introduction of new airframe and engine technologies with improved performance and safety.

C. Scope In accordance with this Agreement, [Company Name] must perform the specific aircraft technology work activities as referenced in Attachment B (company-specific SOW to be submitted by Participant after selection).

III.CONTRIBUTIONS OF THE PARTIES

The contributions of the parties to this Agreement are as follows:

A. FAA Contributions

Sample Section 106 Cooperative Agreement | 5

The FAA will pay no more than 50% of the total cost of these projects, up to the ceiling amount specified below in Article III, Contributions of Parties, Subparagraph C, Limitation of Cost.

B. Participant Contributions [Company Name] contributions are subject to 2 CFR Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. [Company Name] contributions may be cash, non-cash (in-kind) or both, so long as the contributions meet the requirements under 2 CFR § 200.306, Cost sharing, and 2 CFR Part 200, Subpart E, Cost Principles. Acceptable non-cash or in-kind resources include such items as equipment, facilities, labor, office space, etc. Unacceptable contributions include, without limitation, work performed using U.S. Government funding, previous Internal Research and Development (IRAD) investments, and student tuition funded by an academic institution.

[Company Name] must track the government cost-share percentage for the total program and the government will independently verify its cost-share percentage. Any discrepancies will be jointly resolved by the Parties.

[Company Name] must fulfill their 1:1 cost-share obligation by the end of the Agreement term. If, at the end of the Agreement term, the Participant’s contributions do not at least match the Government’s contributions, the Participant must make a payment to the Government, or continue the work at its own expense, so that the Government’s contribution to the overall effort is no more than 50%.

Additional information on participant contributions is contained in Appendix A Reimbursement of Costs Under CLEEN IV.

C. Limitation of Cost Notwithstanding any other provision herein, and unless expressly agreed in writing, the FAA's total cash contribution will in no event exceed [$ amount ]. Furthermore, the FAA's obligation under this agreement is contingent upon the availability of appropriated funds. Except as expressly stated in this Agreement, the FAA assumes no liability or obligation in connection with [Company Name]’s technologies. Participant must make required notifications and follow all direction in accordance with the below provisions.

(a) The parties estimate that performance of the Agreement, exclusive of any fee, will not cost the FAA more than the FAA’s share of the estimated cost specified in the Agreement.

The Participant agrees to use its best efforts to perform the work specified in the Agreement and all obligations under the Agreement within the estimated cost, which includes both the FAA's and the Participant’s share of the cost.

(b) The Participant must notify the Contracting Officer (CO) in writing whenever it has reason to believe that-

(1) The costs the Participant expects to incur under the Agreement in the next 60 days, when added to all costs previously incurred, will exceed 75 percent of the estimated cost specified in the Agreement; or

Sample Section 106 Cooperative Agreement | 6

(2) The total cost for the performance of the Agreement, exclusive of any fee, will be either greater or substantially less than had been previously estimated.

(c) As part of the notification, the Participant must provide the CO a revised estimate of the total cost of performing the Agreement.

(d) Except as required by other provisions of the Agreement, specifically citing and stated to be an exception to this subparagraph-

(1) The FAA is not obligated to reimburse the Participant for costs incurred in excess of the estimated cost to the FAA specified in the Agreement and:

(2) The Participant is not obligated to continue performance under this Agreement (including actions under the "Termination" subparagraph of the Agreement) or otherwise incur costs in excess of the estimated cost specified in the Agreement, until the CO:

(i) Notifies the Participant in writing that the estimated cost has been increased and

(ii) Provides a revised estimated total cost of performing the Agreement.

The increase will be allocated in accordance with the formula specified in the Agreement.

(e) No notice, communication, or representation in any form other than that specified in subparagraph (d)(2) above, or from any person other than the CO, will affect this agreement’s estimated cost to the FAA. In the absence of the specified notice, the FAA is not obligated to reimburse the Participant for any costs in excess of the estimated cost to the FAA specified in the Agreement, whether those excess costs were incurred during the course of the agreement or as a result of termination.

(f) If the estimated cost specified in the Agreement is increased, any costs the Participant incurs before the increase that are in excess of the previously estimated cost will be allowable to the same extent as if incurred afterward, unless the CO issues a termination or other notice directing that the increase is solely to cover termination or other specified expenses.

(g) Change orders will not be considered an authorization to exceed the estimated cost to the FAA specified in the Agreement, unless they contain a statement increasing the estimated cost.

(h) If this agreement is terminated or the estimated cost is not increased, the FAA and the Participant will negotiate an equitable distribution of all property produced or purchased under the agreement, based upon the share of costs incurred by each.

D. Reimbursement of Costs Specific funding information, including a schedule of annual allocations, Agreement term, and other Agreement identification information is provided in the Prism document.

Sample Section 106 Cooperative Agreement | 7

The amount of FAA funding under the Agreement and the portion of the specified work to be funded under the Agreement, either at any particular time or cumulatively under the Agreement, are at the sole discretion of the FAA in all instances. The FAA’s liability at any particular time or cumulatively under the Agreement must not exceed the amount identified as obligated under the Agreement and will not exceed the FAA’s total liability under the Agreement. The FAA, at its sole discretion, may obligate additional funding to support this work. All funding is subject to the availability of funds.

This Agreement is subject to 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including 2 CFR § 200.306, Cost sharing, and 2 CFR Part 200, Subpart E, Cost Principles.

Payments under this Agreement are subject to 2 CFR § 200.305 Federal payment.

In accordance with 2 CFR § 200.305 (b)(3), the payment method for this Agreement is Cost Reimbursement. Payments under this Agreement are subject to the following provision:

2 CFR § 200.305 (b)(3) Reimbursement is preferred when the requirements in paragraph (b) cannot be met, when the Federal agency or pass-through entity sets a specific condition per § 200.208, when requested by the recipient or subrecipient, when a Federal award is for construction, or when a significant portion of the construction project is accomplished through private market financing or Federal loans and the Federal award constitutes a minor portion of the project. When the reimbursement method is used, the Federal agency or pass-through entity must make payment within 30 calendar days after receipt of the payment request unless the Federal agency or pass-through entity reasonably believes the request to be improper.

Additional information on reimbursement of costs is contained in Appendix A Reimbursement of Costs Under CLEEN IV.

A properly executed request for payment must be submitted electronically to the FAA at 9- AMC-AMZ-FAA-APInvoices@faa.gov with courtesy copies submitted to the Contracting Officer at kelly.chappelle@faa.gov and the Contracting Officer’s Representative at jennifer.white@faa.gov. Refer to Article X. SPECIAL PROVISIONS, Subparagraph W, Electronic Submission of Payment Requests, for additional details.

Each invoice must reference the agreement number, the period of performance; the services delivered, and, if applicable, costs for labor and Other Direct Costs (ODC), including travel. All travel must be conducted in accordance with the requirements of Article X, Special Provisions, Subparagraph V, Reimbursement for Travel and Subsistence.

mailto:9-AMC-AMZ-FAA-APInvoices@faa.gov mailto:9-AMC-AMZ-FAA-APInvoices@faa.gov mailto:kelly.chappelle@faa.gov mailto:jennifer.white@faa.gov

Sample Section 106 Cooperative Agreement | 8

Financial reporting for funding will be in accordance with Article V, Required Submissions to the FAA.

IV.TECHNICAL DIRECTION

The parties agree on the following organization and roles for management of this Agreement.

A. Management Structure [insert company-provided management description]

B. FAA Role The FAA will provide appropriate program management and technical oversight in accordance with this Agreement. The FAA will conduct oversight as described in Article V, Required Submissions to the FAA, Subparagraph A, Surveillance and Reporting, and review and approve required submissions as described in Article V, Subparagraph B, Milestones and Deliverables.

V.REQUIRED SUBMISSIONS TO THE FAA

A. Surveillance and Reporting The Contracting Officer (CO) or the Contracting Officer’s Representative (COR), as the CO’s duly authorized representative, are authorized to perform review on behalf of the Government for the purpose of acceptance of all deliverables to be provided.

The Participant must provide quarterly technical/schedule/risk progress reports to the CO, the COR, and the FAA Technical Point of Contact (POC) on the 15th (or first working day following) after the end of each calendar quarter covering the activities of the previous three months. The technical/schedule progress report must include technical accomplishments for the reporting period, accomplishments expected in the next reporting period, descriptions of and reasons for any schedule changes, a high-level program schedule, and updates on any program risks.

The Participant must provide monthly financial reports, submitted to the COR and FAA Technical POC on the 15th (or the first working day following) of each calendar month the end of each month, covering finances for the previous month. The monthly financial report must include Participant expenditures, FAA expenditures, and number of labor hours for that month and cumulatively, mapped to the CLEEN IV work elements. Copies of monthly invoices must be included in the monthly financial report and explanations of any inconsistencies between invoices and the monthly financial reports must be provided.

At its discretion, the FAA will conduct site visits and attend technology demonstration tests.

Every two weeks, technical, financial and schedule progress must be reviewed orally via teleconference with the Participant to assess progress toward completing the requirements set forth above. Presentation materials from these teleconferences are deliverable under the Agreement.

The Participant must participate in a Government-led consortium, as directed by the FAA. The consortium will meet semi-annually. The basic function of the consortium meeting will be a forum for presentation of the results of ongoing work. At these meetings consortium members will present the progress and results of ongoing work in both government-only forums and public forums. FAA does not expect Participants to share proprietary information with other

Sample Section 106 Cooperative Agreement | 9 consortium members. The Participant must provide access to the presentations with the third-party independent entity designated to conduct the benefits assessments and simulations. The Participant must provide all presentation material to the FAA Task Manager two weeks (10 working days) prior to the consortium meeting. FAA will only require information for CLEEN-funded projects to be shared within the consortium. A Participant may choose to share information and results of other relevant research outside of CLEEN (subject to any applicable contractual and/or legal restrictions) but would not be required to do so. Subcontractors will not be required to participate in the consortium as long as the results of the subcontractors’ work is shared with the consortium members, e.g., by the prime Participant.

Inspection, review or the anticipation of acceptance/approval of an agreement item in the course of its preparation must not be construed as assurance of acceptance of the finished product.

All technical deliverables must have a 30 calendar-day review period, unless otherwise agreed to by both parties, wherein the Government has 30 calendar days to review and comment and the [Company Name] has 30 days after receipt of comments from the Government to incorporate and address the comments in the deliverable. Deliverables are considered accepted if no comments are received 30 calendar days after submission.

The parties understand that data may be required from time to time to meet either Participant or Agency reporting requirements. Upon mutual agreement, each Party will support the other in these data requests to the extent that the data is releasable subject to applicable law and FAA policy.

B. Milestones and Deliverables

Electronic submission of all reports and deliverables will be made via a secure FAA SharePoint site (KSN). Required Deliverables are identified below, which must be submitted timely and in accordance with this Agreement, including, without limitation, the deliverable descriptions described in the following table:

Document Title Due Date Format Recipient

Task Plan Initial plan with proposal. Revised final plan 30 days after task initiation

Electronic submissio n via secure

FAA

SharePoin t site

(KSN)

COR and Task

Manager

Risk Assessment 30 days after Award

Technical/Schedule/Risk Progress Reports Quarterly

Bi-weekly teleconference progress review materials Every 2 weeks

Monthly Financial Report Monthly

Design Review Agenda 5 working days prior to any conceptual, preliminary, or detailed design review

Design Review Package By the day of any conceptual, preliminary, or detailed design review

Sample Section 106 Cooperative Agreement | 10

Test and Instrumentation Plan Determined on a project specific basis

Informal Test Reports Determined on a project specific basis

Final Test Reports Determined on a project specific basis

CLEEN Consortium Presentation

– Government-only Session

10 working days prior to the start day of each CLEEN Consortium Meeting, held semi-annually

CLEEN Consortium Presentation

– Public Session

10 working days prior to the start day of each CLEEN Consortium Meeting, held semi-annually

Final Report(s) – Government Limited Rights Version Determined on a project specific basis

Final Report(s) – Unlimited Rights Version (publicly releasable) Determined on a project specific basis

Final Oral Briefing Determined on a project specific basis Meeting

Document Title Description

Task Plan

Captures planned work activities including any negotiated changes to Technical Proposal post-award. The Participant must maintain and control the Task Plan during the execution of this agreement.

Risk Assessment

Risk Assessments must be prepared to identify possible high risk areas and appropriate plans for risk mitigation. Risk assessments also define critical program paths for each risk element and assess the risk of achieving technical objectives, goals, and schedules within budget. Plans and associated costs to provide risk reduction through alternate or backup approaches, if such action is required, must be included. Risk assessment methodology, trade-offs and impact of risk reductions (alternate or backup approaches) on goals, schedules, and costs must also be included.

Technical/Schedule/Risk Progress Reports

The technical/schedule progress report must include technical accomplishments for the reporting period, accomplishments expected in the reporting period, descriptions of and reasons for any schedule changes, a high-level program schedule, and updates on any program risks.

Bi-weekly teleconference progress review materials

The presentation materials from bi-weekly progress review teleconferences, including presentation slides on technical

Sample Section 106 Cooperative Agreement | 11 progress, schedule, and cost updates, must be deliverable.

Monthly Financial Report

The monthly financial report must include Participant expenditures, FAA expenditures, and number of labor hours for that month and cumulatively, mapped to the CLEEN IV work elements. Copies of monthly invoices must be included in the monthly financial report and explanations of any inconsistencies between invoices and the monthly financial reports must be provided.

Design Review Agenda 5 working days prior to any conceptual, preliminary, or detailed design review

Design Review Package By the day of any conceptual, preliminary, or detailed design review. To include presentation material and any relevant supporting documents.

Test and Instrumentation Plan Determined on a project specific basis.

Informal Test Reports

An informal test report, submitted, within (number of days will be determined on a project specific basis) days of test completion, to the FAA Task Manager for review and approval. The report must include information on the test objectives accomplished and data acquired.

Final Test Reports

A final test report, submitted within (number of days will be determined on a project specific basis) of test completion, to the FAA Task Manager for review and approval. This report must include information on the test objectives accomplished, data acquired, interpretation and value of the data, and an updated assessment of the anticipated technology benefit, in terms of reduction in noise, emissions and /or fuel burn/energy use.

CLEEN Consortium Presentation – Government-only Session

Oral report and presentation materials on technical, financial and schedule progress, as well as risks, including government limited rights data, 10 working days prior to each CLEEN IV Consortium, held semiannually.

CLEEN Consortium Presentation – Public

Session

Oral report and presentation materials on technical, financial, and schedule progress suitable for public release (unlimited rights), 10 working days prior to each CLEEN IV Consortium, held semi-annually. This must include updated technology benefits relative to the CLEEN IV goals. Public presentations are to be compliant with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)).

Final Report(s) –Government Limited Rights Version

The final report must have two versions. The government limited rights final report version will contain all relevant data.

Final Report(s) – Publicly Releasable Version

The final report must have two versions. The publicly releasable final report version must contain unlimited rights data, including descriptions of key research activities and milestones completed, benefits of the technologies towards the CLEEN goals, next steps to transition the research into future product

Sample Section 106 Cooperative Agreement | 12 applications, as well as other unlimited rights data as outlined in the agreement. Publicly Releasable Final Reports must be compliant with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)).

Final Oral Briefing

Final oral briefing to be conducted in Washington, DC or at another location or virtually at the discretion of the FAA. Written versions of this briefing containing all the data presented at the final oral briefing must be delivered to the FAA. If the oral presentation discloses information that has not been provided in written form at the briefing, the written version must be revised by including such information and delivered within 30 days of the oral briefing.

[Company Name] must include cost share progress reports in the financial progress reports.

Monthly invoices for work performed must be submitted. Financial progress reports must include detail in which both [Company Name] funded and government funded work is identified by work element.

VI.INTELLECTUAL PROPERTY AND DATA RIGHTS

A. Rights in Data

1. The data rights of the parties are governed by Article X, Special Provisions, Subparagraph

Y, Rights in Data - General. For purposes of the Limited Rights Notice, the following notice shall apply:

LIMITED RIGHTS NOTICE (January 2009)

a. These data are submitted with limited rights under Government Agreement No.

XXXXXXX (and subcontract N/A, if appropriate). The Government may use, modify, reproduce, release, perform, display or disclose these data within the Government without restriction; however, these data will not, without written permission of the Company, be used for purposes of manufacture nor disclosed outside the Government; except that the Government may disclose these data outside the Government for the following purposes; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:

Further study of the data by a Government contractor, educational or non-profit institution under provisions of a properly executed non-disclosure agreement for independent assessment;

provisions of this non-disclosure agreement would extend to works and products derived from original limited rights data.

2. This Notice must be marked on any reproduction of these data, in whole or in part.

The parties acknowledge that the Government must have limited rights, as defined in Article X, Subparagraph Y, in all deliverables marked as such in Article V of this Agreement. The Government shall have unlimited rights, as also defined in Article X, Subparagraph Y, in all other deliverables in Article V of this Agreement, unless appropriately marked otherwise in accordance with Article X, Subparagraph Y. Deliverables marked in Article V with unlimited

Sample Section 106 Cooperative Agreement | 13 rights must not contain any limited rights data. All deliverables must be clearly marked with notices in accordance with Article X, Subparagraph Y.

[Company name] will provide the applicable licenses/data rights as part of the Deliverables as specified in Article V. If the FAA requires additional or different licenses and/or data rights to any of the deliverables, the FAA and [Company name] will negotiate the data rights and/or license rights. The FAA will incorporate the modifications into Article V.

B. Rights to Intellectual Property Generated with Government Funding [Company name] hereby grants to the Government, in advance, a limited license in Intellectual Property, including any inventions or works, made or otherwise developed by the [Company name] or its employees and funded by the Government under this Agreement. Such limited license conveys to the Government a nonexclusive, nontransferable, irrevocable, worldwide, royalty-free license to practice and have practiced such inventions for or on behalf of the Government for research or other government purposes and conveying a nonexclusive, nontransferable, irrevocable, worldwide, royalty-free license to use, duplicate, prepare derivative works, distribute or disclose such copyrighted works or Proprietary Information in whole or in part and in any manner, and to have or permit others to do so, for research or other government purposes. Research or other government purposes include competitive procurement, but do not include the right to have or permit others to practice an Invention or use, duplicate, prepare derivative works, distribute or disclose copyrighted works or Proprietary Information for commercial purposes.

C. Ownership All Intellectual Property owned or developed by a Party prior to the effective date of this Agreement or developed or acquired outside of the performance of this Agreement (“Background Intellectual Property”) will remain the property of the owning or developing Party.

D. Survival The provisions of this Article VI survive termination or expiration of this Agreement.

E. Laws Governing Patents, Copyrights and Other Data Rights All U.S. laws governing patents, copyrights, or other data rights shall remain in full force and effect, and the parties agree to abide by these laws.

F. Patents and Inventions The patent rights of the parties are governed by Article X, Subparagraph W, Patent Rights – Ownership by the Participant. See also, Appendix B - Intellectual Property - Section 106 Cooperative Agreements.

VII.DISPUTE RESOLUTION

Where possible, disputes will be resolved by informal discussion between the parties. If they are unable to come to agreement, the dispute will be referred to the signatory authorities on the cooperative agreement for joint resolution and, if necessary, to obtain a final decision. In the event

Sample Section 106 Cooperative Agreement | 14 the parties are unable to resolve any disagreement through good faith negotiations, either party may terminate this Agreement.

VIII.TERM AND TERMINATION

The performance period of this Agreement is governed by the following stipulations.

A. Term This Agreement will remain in full force and effect from its effective date (last date of signature) through XXX.

B. Termination In addition to any other termination rights provided by this Agreement, either party may terminate this Agreement at any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated party (other than Participant’s payment of amounts due and owing and performance of obligations accrued, in each case on or prior to the termination date) by giving the other party at least thirty (30) days prior written notice of termination. Upon receipt of a Notice of Termination, the receiving party must take immediate steps to stop the accrual of any additional obligations which might require payment.

After receipt of a Notice of Termination, and except as directed by the Contracting Officer, the Participant must immediately proceed to provide to the Government the completed or partially completed Deliverables identified in this agreement, regardless of any delay in determining or adjusting any amounts due under this subparagraph.

In case of termination of this agreement by either party the cost share requirement will be maintained. If, at the time of termination, the Participant’s contributions do not at least match the Government’s contributions, the Participant must make a payment to the Government, or continue the work at its own expense, so that the Government’s contribution to the overall effort is no more than 50%. If the Participant chooses to continue work at its own expense, deliverables and the terms and conditions of this agreement will still apply until the Participant’s cost share obligation is met.

In the event of Termination, the Government's liability to make payments to the Participant is limited to the amount of funds obligated to this Agreement, including any written modification to this Agreement. In no event must the Government’s obligation, at any particular time or cumulatively, under the Agreement, exceed the amount identified as obligated to this Agreement in the PRISM Award Document. The Government is not required to match the Participant’s contributions and, in the event of termination, will not make payment(s) to increase its cost share to 50%.

IX.LIABILITY AND INDEMNIFICATION

Except as specifically provided in this Agreement, the FAA, for itself and its contractors, assumes no liability under this Agreement for loss arising out of the conduct or activities undertaken by [Company Name], affiliates, associates, or its contractors, or any third party in connection with this Agreement. The FAA will not indemnify [Company Name], affiliates, associates, its contractors, or any third party against any third party claims or third party liability.

[Company Name] must obtain appropriate insurance and take other appropriate steps to protect itself or others for any loss it may incur in connection with performance under this Agreement. The

Sample Section 106 Cooperative Agreement | 15 substance of Article IX must be included in all contracts and other agreements with third parties at any tier. The provisions of Article IX survive termination or expiration of this Agreement.

X.SPECIAL PROVISIONS

A. Points of Contact

The FAA Contracting Officer has the authority to administer and modify this Agreement on behalf of the FAA.

Contracting Officer Federal Aviation Administration Attn: Kelly Chappelle 800 Independence Ave SW, AAQ-460, Washington, DC 20591 Tel: (202) 267-4631 Email: kelly.chappelle@faa.gov

Contracting Officer’s Representative (COR) Federal Aviation Administration Attn: Jennifer White 800 Independence Ave SW, APL/AEE-3B, Washington, DC 20591 Tel: (202) 267-3577 Email: jennifer.white@faa.gov

FAA CLEEN Program Manager Federal Aviation Administration Attn: Chris Dorbian 800 Independence Ave SW, APL/AEE-200, Room 903B, Washington, DC 20591 Tel: (202) 267-8156 Email: christopher.dorbian@faa.gov

[Company Name] Contracting Officer

[insert contact information here]

[Company Name] Program Manager

[insert contact information here]

B. Audit

The General Accounting Office, the Department of Transportation, and the FAA or its designee will have the right to review and audit the books and records of [Company Name] and cognizant contractors (see pass-down requirement below) to the extent necessary to verify the allowability of costs under this Agreement and as otherwise required by law.

[Company name] must maintain for the term of this Agreement and three (3) complete calendar years thereafter, such books and records as are reasonably necessary to accurately reflect its operations under this Agreement. The periods of access and examination shall continue, however, for the time necessary to dispose of appeals, litigation, claims, disputes, or exceptions arising from performance or costs/expenses incurred under this Agreement.

mailto:kelly.chappelle@faa.gov mailto:jennifer.white@faa.gov mailto:christopher.dorbian@faa.gov

Sample Section 106 Cooperative Agreement | 16

[Company Name] must include in contracts and agreements with other parties for the purpose of effectuating the intent of this Agreement, a provision granting the U.S. Government access to contractor or agreement party records for the same purposes in this subparagraph concerning audits. The provisions of this subparagraph survive termination or expiration of this Agreement.

C. Warranty The FAA and [Company Name], individually and as parties to this Agreement, make no express or implied warranty as to any matter whatsoever concerning the Agreement, including accomplishment of objectives or success of the outcome.

These warranty provisions survive termination or expiration of this Agreement.

D. Force Majeure Neither party will be liable to the other for any unforeseeable event not caused by the fault or negligence of such party, which causes such party to be unable to perform its obligations under this Agreement, and which it has not been able to overcome by the exercise of due diligence, including but not limited to natural disasters or human strife and disputes. The party unable to perform shall use its best efforts to resume performance, suspending it only for that period reasonably necessary to overcome the effects of the force majeure event. If performance is suspended for more than seven (7) days, the party unable to perform shall provide weekly progress reports with a forecast of recovery, for the period of suspension.

E. Changes in Ownership

[Company Name] will notify the FAA within forty-five (45) calendar days of any change in the ownership structure of [Company Name] .

F. Lobbying Certification [Company Name] must comply with the provisions of 31 USC 1352 prohibiting the recipient of a Federal cooperative agreement from using appropriated funds to pay any person to influence or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any transaction enumerated in the foregoing Code. [Company Name] must include a provision mandating compliance with 31 U.S.C. 1352 in all contracts or agreements which it enters under Article X, Special Provisions, Subparagraph M, Contracting by [Company Name].

[Company Name] hereby declares that it has neither made nor agreed to make any payment with respect to this Agreement, using funds other than appropriated funds, which would be prohibited by 31 U.S.C. 1352 if the payment were made using appropriated funds.

G. Severability In the event that any Article and/or parts of this Agreement are determined to be void, such Article or portions thereof shall lapse. No such lapse will affect the rights, responsibilities, and obligations of the parties under this Agreement, except as provided herein. If either party determines that such lapse has or may have a material effect on the performance of the Agreement, such party must promptly notify the other party, and they shall negotiate in good faith a mutually acceptable amendment to the Agreement if appropriate to address the effect of the lapse.

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H. Construction of Agreement This Agreement is a cooperative agreement issued under 49 U.S.C 106 (l) and (m) and is not a procurement contract, or grant. Nothing in this Agreement must be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation unless explicitly stated otherwise herein. Each party acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and any amendments thereto, and that, accordingly, this Agreement must not be construed more stringently against one party than against the other.

I. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

J. Amendments Changes and/or modifications to this Agreement must be in writing and signed by an FAA Contracting Officer. The authorized representative of [Company Name] must sign all bilateral modifications. The modification must cite the subject Agreement and must state the exact nature of the modification. No oral statement by any person must be interpreted as modifying or otherwise affecting the terms of this Agreement.

K. Relationship of Parties The legal relationship between the FAA and [Company Name] shall be none other than that expressly specified in this Agreement, and nothing in this Agreement shall be construed to create any relationship of partnership, joint venture, agency, or fiduciary duty between the parties, or to impose any liability or obligation on either party except those liabilities and obligations expressly stated herein. Nothing in this Agreement shall be construed to confer any legal or equitable rights, express or implied, on any person or entity other than the parties hereto.

L. Limitation of Assignment Neither party may assign its rights or obligations under this Agreement to any other entity or person without the other party's prior express written consent. Nothing in this provision, however, shall be construed to limit [Company Name]’s right to assign, license, or otherwise transfer rights to its developed technology to any entity or person subject to the U.S.

Government's rights under Article VI, Intellectual Property and Data Rights.

M. Contracting By [Company Name] [Company Name] may enter into contracts in its own name for the purpose of carrying out the objectives of this Agreement. [Company name] must follow 2 CFR § 200.322. The terms and conditions awarded at all tiers will include such terms and conditions from this Agreement as appropriate or otherwise designated. All subcontract actions are subject to Article X, Special Provisions, Subparagraph AA, Subcontracts.

N. Third Party Participation [Company Name] is authorized but not obligated to enlist the participation, support, or investment of third parties in their CLEEN projects, subject to appropriate limitations regarding

Sample Section 106 Cooperative Agreement | 18 conflicts of interest.

O. Attachments and Order of Preference In the event of any inconsistency between the terms of the Agreement, the inconsistency must be resolved by giving preference in the following order:

(a) The Prism Award Document

(b) The Agreement, including Appendix A and B (Attachment A)

(c) Statement of Work (Attachment B)

(d) [any additional attachments as needed on a per-Agreement basis]

Unless explicitly stated otherwise, terms used in an attachment and also used in this Agreement will have the same meaning in the attachment as in this Agreement.

P. Government’s Intent to Publish The FAA intends to publish normalized test data and associated analyses results first produced in the course of this agreement relating to performance, emissions, noise, aerodynamics, and aeroacoustics. Publication of this data is necessary to achieve the goals of the CLEEN IV Program.

Q. Protection of Information The parties agree that they must take appropriate measures to protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement. Nothing herein must be construed as diminishing or modifying in any way the Government’s intellectual property rights set forth in Article VI, Intellectual Property and Data Rights. Appropriate markings of confidential information are required.

R. Applicable Law and Forum

This Agreement will be governed by the Federal laws of the United States of America.

S. Publicity and Press Releases

[Company name] must provide any publicity, press releases, advertisements, reports, talking points, articles, social media or online platform posts or comments, publicly posted reports, and chat comments or references, that involve any form of media (to include but not limited to text, video, or photo) that references or refers to the FAA, the conclusions made pursuant to the performance of this Agreement, or the activities or services included under the scope of the Agreement. This statement includes seminars, professional society meeting/conferences, and meetings with foreign dignitaries both government and from the private sector. The request must be submitted to the FAA for approval at least fifteen (15) business days prior to the proposed publication date. [Company name] must also provide notice of any interviews or provide the interview content that refers to the FAA or the license or services under the scope of the Agreement to the FAA for approval at least fifteen (15) business days prior to the interview. [Company name] must obtain approval by the FAA in writing. If the FAA disapproves of the messaging or press release, and such information is released, then the FAA reserves the right to publicly issue appropriate corrections or clarifications to such information.

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[Company name] shall not refer to this Agreement in advertisements, press releases, or other forms of endorsement in such a manner that states or implies the Federal Government sanctions, prefers, or considers products and/or services provided by [Company name] superior to those of other vendors.

Any proposed use of the FAA logo or seal must be submitted to the FAA Contracting Officer for approval. [Company name] agrees not to display or use any Agency or Federal Government seals, trademarks, logos, service marks, or trade names on the Company’s websites, digital, or printed materials unless permission has been granted by the Agency in writing prior to the usage. Any requests for the use of the FAA branding must be compliant with FAA Order 1700.6, FAA Branding Policy, Use of the FAA Logo, FAA Signature and DOT Seal, and the Branding Standards, Tools and Templates, current versions. Use of the FAA or Federal Government name, logo, trademarks, service marks, seals without prior approval is prohibited.

T. Officials Not to Benefit No member of or delegate to Congress, or resident commissioner is permitted to any share or part of the Agreement, or to any benefit arising from it. However, this subparagraph does not apply to the Agreement to the extent that the Agreement is made with a corporation for the corporation's general benefit.

U. Disclosure Regarding Payments to Influence Certain Federal Transactions

(a) Definitions.

(1) "The Act," as used in this subparagraph, means section 1352, title 31, United States Code.

(2) "Agency," as used in this subparagraph, means executive agency, within the meaning of 5 U.S.C. 101, 102, and 104(I), and any wholly owned Government corporation within the meaning of 31 U.S.C. 9101.

(3) "Covered Federal action," as used in this subparagraph, means any of the following Federal actions:

(i) The awarding of any Federal contract.

(ii) The making of any Federal grant.

(iii) The making of any Federal loan.

(iv) The entering into of any cooperative agreement.

(v) The extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(4) "Indian tribe" and "tribal organization," as used in this subparagraph, have the meaning provided in section 4 of the Indian Self-Determination and Education Assistance Act (25 U.S.C. 5304) and include Alaskan Natives.

(5) "Influencing or attempting to influence," as used in this subparagraph, means making, with the intent to influence, any communication to or appearance before an officer or employee of any agency, a Member of Congress, an officer or employee of

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Congress, or an employee of a Member of Congress in connection with any covered Federal action.

(6) "Local government," as used in this subparagraph, means a unit of government in a State and, if chartered, established, or otherwise recognized by a State for the performance of a governmental duty, including a local public authority, a special district, an intrastate district, a council of governments, a sponsor group representative organization, and any other instrumentality of a local government.

(7) "Officer or employee of an agency," as used in this subparagraph, includes the following individuals who are employed by an agency:

(i) An individual who is appointed to a position in the Government under title 5, United States Code, including a position under a temporary appointment.

(ii) A member of the uniformed services, as defined in subsection 101(3), title 37, United States Code.

(iii) A special Government employee, as defined in section 202, title 18, United States Code.

(iv) An individual who is a member of a Federal advisory committee, as defined by the Federal Advisory Committee Act, title 5, United States Code, appendix 2.

(8) “Person,” as used in this subparagraph, means an individual, corporation, company, association, authority, firm, partnership, society, State, and local government, regardless of whether such entity is operated for profit, or not for profit.

This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

(9) “Reasonable compensation,” as used in this subparagraph, means, with respect to a regularly employed officer or employee of any person, compensation that is consistent with the normal compensation for such officer or employee for work that is not furnished to, not funded by, or not furnished in cooperation with the Federal Government.

(10) “Reasonable payment,” as used in this subparagraph, means, with respect to professional and other technical services, a payment in an amount that is consistent with the amount normally paid for such services in the private sector.

(11) “Recipient,” as used in this subparagraph, includes the Participant and all subcontractors. This term excludes an Indian tribe, tribal organization, or any other Indian organization with respect to expenditures specifically permitted by other Federal law.

(12) “'Regularly employed,” as used in this subparagraph, means, with respect to an officer or employee of a person requesting or receiving a Federal contract, an officer or employee who is employed by such person for at least 130 working days within 1…