60234_AFP-KSC-LC48-2024_Attachment_C-Model_RSAA 12.17.2025 (1).pdf

KCA-XXXX

Rev. Basic

REIMBURSABLE SPACE ACT UMBRELLA AGREEMENT

BETWEEN

THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

JOHN F. KENNEDY SPACE CENTER

AND

PARTNER FULL NAME

FOR

USE OF KENNEDY SPACE CENTER CAPABILITIES

ARTICLE 1. AUTHORITY AND PARTIES

In accordance with the National Aeronautics and Space Act (51 U.S.C. §20113(e)), this Agreement is entered into by the National Aeronautics and Space Administration John F.

Kennedy Space Center, located at Kennedy Space Center, FL 32899 (hereinafter referred to as "NASA" or "NASA KSC") and Partner full name located at partner full address (hereinafter referred to as "Partner" or "Partner abbreviated name"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

ARTICLE 2. PURPOSE AND IMPLEMENTATION

This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner with NASA KSC services in support of Partner's activities at NASA KSC when NASA KSC has determined that consistent with the 2020 National Space Policy, 85 FR 81755, providing such services will not preclude, discourage, or compete with United States commercial providers. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations.

The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Nevertheless, Annexes may include an additional sentence to Article 8.C. (titled “Liability”), in standard approved form, which shall be applicable solely to the activities conducted under such Annex. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

ARTICLE 3. RESPONSIBILITIES

A. NASA KSC Responsibilities – NASA will use reasonable efforts to:

1. Provide, through the process set forth in Kennedy Documented Procedure KDP-KSC-P- 9090 and on a reimbursable basis, the services listed in Exhibit B. Any determination by NASA that the requested service or property is not available, that providing the service or property would compete with United States commercial providers, or that providing the service or property would interfere with its ongoing or projected launch operations will be deemed conclusive.

2. In response to a service request, if NASA determines the request is within the NASA policy guidelines and is readily available in the timeframe requested, provide a statement of work, estimated cost, proposed schedule, and Annex to Partner for acceptance. Following Partner's acceptance, NASA will implement the request, provided sufficient funds are on deposit and resource authority is available at NASA.

3. In its response to a service request, NASA will define the applicable safety requirements for use of services support items.

B. Partner Responsibilities – at its own expense, Partner shall:

1. With the exception of those services identified as services that Partner must obtain from NASA, first seek to obtain services from commercial sources. Only when NASA KSC's provision of such services will not preclude, discourage, or compete with United States commercial providers, or when NASA must provide the service, may Partner request such services from NASA. Partner will submit supporting documentation upon request.

2. Request available services set forth in Exhibit B, "Reimbursable Support Services," through the NASA KSC Technical Point of Contact set forth in Article 22, "Points of Contact," using KSC Form 50-202 set forth in Exhibit A, "Task Order Request," as part of Kennedy Documented Procedure KDP-KSC-P-9090. KSC Form 50-202 Task Order Request will be the basis for Annexes entered into under this Umbrella Agreement. Partner must submit these service requests with adequate advance notice and requisite information for proper scheduling and provision. To receive requested services, Partner shall adhere to any NASA requirements set forth in the form and the associated Annex.

3. Adhere to all NASA KSC safety and health, fire protection, emergency management, export control, security, and information security requirements that are applicable to all services provided under this Agreement.

Partner shall provide all badged personnel information on KSC emergency procedures and hazards on KSC property. Personnel requiring entry to KSC access-controlled facilities/areas shall complete required area access training or be escorted by permanently badged personnel who have completed the required training.

Partner will promptly provide access to locations and information as requested by NASA safety personnel to ensure applicable safety requirements are implemented.

4. On a quarterly basis, Partner shall provide NASA with its anticipated short-term propellants and pressurants usage forecasts and other technical data that NASA may request in order for NASA to provide propellants and pressurants support to Partner activities.

5. On an annual basis on or before sixty (60) days prior to the anniversary of the Effective Date of this Agreement provide both long-range and short-range projections of any activities anticipated within the scope of this Agreement.

6. Partner may access only those facilities at KSC necessary or incident to carry out activities authorized by an Annex to this Agreement. Partner's access to any such facility shall be consistent with the purpose of this Agreement, in accordance with this Agreement's terms, and in compliance with all applicable NASA policies and procedures related to use of the Center or the facility, or other requirements agreed upon by the Parties in the Annex authorizing Partner's access to the facility.

7. Unless covered by an existing Agreement with NASA KSC authorizing Partner's use or occupancy of NASA-owned real property, comply with the applicable environmental requirements set forth in Exhibit D, "Compliance with Environmental Requirements." The terms and conditions of any Partner agreement with NASA KSC for use or occupancy of NASA property shall control with regard to environmental requirements within that property's boundary.

8. Comply with the applicable coordination of operations requirements set forth in Exhibit E, "Coordination of Operations."

ARTICLE 4. SCHEDULE AND MILESTONES

The planned major milestones for the activities defined in the "Responsibilities" Article are as follows:

The Parties shall execute one (1) Annex concurrently with this Umbrella Agreement. The initial Annex and any subsequent Annexes will be performed on the schedule and in accordance with the milestones set forth in each respective Annex.

ARTICLE 5. FINANCIAL OBLIGATIONS

A. Partner agrees to reimburse NASA as set forth in each Annex for NASA to carry out its responsibilities under this Agreement. Partner shall make payment in advance of initiation of NASA's efforts on behalf of the Partner. Advance payments shall be scheduled to ensure that funds are resident with NASA before Federal obligations are incurred in support of work on behalf of the Partner. Payments shall be marked Kennedy Space Center (or KCA-XXXX) for NASA to distribute across Annexes supporting Partner’s requirements. If specific payment amounts are requested to be distributed across Annexes, Partner shall identify Annex Agreement numbers and associated amounts in their payment.

B. Payment shall be payable to the National Aeronautics and Space Administration through the NASA Shared Services Center (NSSC) (choose one form of payment):

(1) U.S. Treasury FEDWIRE Deposit System, Federal Reserve Wire Network Deposit System;

(2) pay.gov at https://www.nasa.gov/specials/nssc-pay/; or

(3) check. A check should be payable to NASA and sent to:

NASA Shared Services Center FMD – Accounts Receivable For the Accounts of: John F. Kennedy Space Center Building 1111, Jerry Hlass Rd.

Stennis Space Center, MS 39529

Note that Annexes may originate from different Centers. Each payment shall be properly identified by Center. Payment by electronic transfer [#1 or #2, above], is strongly encouraged, and payment by check is to be used only if circumstances preclude the use of electronic transfer.

Return of unspent funds will be processed via Electronic Funds Transfer (EFT) in accordance with 31 C.F.R. Part 208 and, upon request by NASA, Partner agrees to complete the Automated Clearing House (ACH) Vendor/Miscellaneous Payment Enrollment Form (SF 3881). All payments and other communications regarding this Agreement shall reference the Center name, title, date, and number of this Agreement.

C. Notwithstanding any other provision of this Agreement, all activities under or pursuant to this Agreement are subject to the availability of funds, and no provision of this Agreement shall be interpreted to require obligation or payment of funds in violation of the Anti-Deficiency Act, (31 U.S.C. § 1341).

ARTICLE 6. PRIORITY OF USE

Any schedule or milestone in this Agreement is estimated based upon the Parties' current understanding of the projected availability of NASA goods, services, facilities, or equipment. In the event that NASA's projected availability changes, Partner shall be given reasonable notice of that change, so that the schedule and milestones may be adjusted accordingly. The Parties agree that NASA's use of the goods, services, facilities, or equipment shall have priority over the use planned in this Agreement. Should a conflict arise, NASA in its sole discretion shall determine whether to exercise that priority. Likewise, should a conflict arise as between two or more non- NASA Partners, NASA, in its sole discretion, shall determine the priority as between those Partners. This Agreement does not obligate NASA to seek alternative government property or services under the jurisdiction of NASA at other locations.

ARTICLE 7. NONEXCLUSIVITY

This Agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other private or public entities.

ARTICLE 8. LIABILITY

A. Partner hereby waives any claims against NASA or one or more of its Related Entities for any injury to, or death of, Partner or one or more of its Related Entities, or for damage to, or loss of, Partner's property or the property of its Related Entities, arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of willful misconduct. For purposes of this Agreement, "Related Entities" shall mean contractors and subcontractors of a Party at any tier;

grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

B. Partner further agrees to extend this unilateral waiver to its related entities by requiring them, by contract or otherwise, to waive all claims against NASA and its Related Entities for injury, death, damage, or loss arising from or related to activities conducted under this Agreement. In the event the U.S. Government incurs any liability based upon Partner's failure to provide for the waiver by Partner's Related Entities set out above, Partner agrees to indemnify and hold the U.S.

Government harmless against such liability, including costs and expenses incurred by the U.S.

Government in defending against any suit or claim for liability by Partner's Related Entities.

C. In the event U.S. Government property is damaged as a result of activities conducted under this Agreement, except in the case of gross negligence or willful misconduct by NASA, Partner shall be solely responsible for the repair and restoration of such property subject to NASA direction.

D. Notwithstanding the other provisions of this Article, the waiver of liability set forth in this section shall not be applicable to:

i. Claims between Partner and its own Related Entity or between its own Related Entities;

ii. Claims made by a natural person, his/her estate, survivors, or anyone claiming by or through him/her (except when such person or entity is a Party to this Agreement or is otherwise bound by the terms of this waiver) for bodily injury to, or other impairment of health of, or death of, such person;

iii. Claims for damage caused by willful misconduct;

iv. Intellectual property claims;

v. Claims for damage resulting from a failure of Partner to extend the waiver of liability to its Related Entities, pursuant to paragraph B of this Article; or

vi. Claims by Partner arising out of or relating to NASA's failure to perform its obligations under this Agreement.

ARTICLE 9. LIABILITY - PRODUCT LIABILITY

With respect to products or processes resulting from a Party's participation in an SAA, each Party that markets, distributes, or otherwise provides such product, or a product designed or produced by such a process, directly to the public will be solely responsible for the safety of the product or process.

ARTICLE 10. LIABILITY - PRODUCT LIABILITY INDEMNIFICATION

In the event the U.S. Government incurs any liability based upon Partner's, or Partner's Related Entity's, use or commercialization of products or processes resulting from a Party's participation under this Agreement, Partner agrees to indemnify and hold the U.S. Government harmless against such liability, including costs and expenses incurred by the U.S. Government in defending against any suit or claim for such liability.

ARTICLE 11. LIABILITY - INSURANCE FOR DAMAGE TO NASA PROPERTY

A. Partner shall, at no cost to NASA, maintain throughout the term of the Agreement, insurance covering claims for bodily injury, personal injury, death, property damage, or other loss or damages arising from any activities conducted under this Agreement at such limits and upon such terms as are acceptable to NASA in its reasonable discretion, and shall provide NASA acceptable evidence of such insurance. Policy(ies) for property insurance must cover the cost of repair or replacement (as reasonably determined by NASA) of any U.S. Government property (real or personal) damaged as a result of activities conducted under this Agreement.

B. By signing this Agreement, Partner certifies that all insurance required under this Agreement is in effect, and is issued by companies with a credit rating of at least "A-" and a financial size category of at least "VIII" in the current edition of Best's Insurance Reports (or its equivalent successor, or, if there is no equivalent successor rating, otherwise mutually acceptable to the Parties) and are licensed to do and doing business in all states in which activities will be conducted under the Agreement. NASA is not obligated to provide access to its facilities or equipment under this Agreement until and unless the insurance required by this section is in effect. Any deductibles selected by Partner for any insurance coverage shall be the sole responsibility of Partner.

ARTICLE 12. INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS

A. General

1. "Related Entity" as used in this Data Rights Article means a contractor, subcontractor, grantee, or other entity having a legal relationship with NASA or Partner that is assigned, tasked, or contracted to perform activities under this Agreement.

2. "Data" means recorded information, regardless of form, the media on which it is recorded, or the method of recording.

3. "Proprietary Data" means Data embodying trade secrets developed at private expense or commercial or financial information that is privileged or confidential, and that includes a restrictive notice, unless the Data is:

a. known or available from other sources without restriction;

b. known, possessed, or developed independently, and without reference to the Proprietary Data;

c. made available by the owners to others without restriction; or

d. required by law or court order to be disclosed.

4. Data exchanged under this Agreement is exchanged without restriction except as otherwise provided herein.

5. Notwithstanding any restrictions provided in this Article, the Parties are not restricted in the use, disclosure, or reproduction of Data provided under this Agreement that meets one of the exceptions in 3., above. If a Party believes that any exceptions apply, it shall notify the other Party before any unrestricted use, disclosure, or reproduction of the Data.

6. The Parties will not exchange preexisting Proprietary Data under this Agreement unless authorized herein or in writing by the owner.

7. If the Parties exchange Data having a notice that the Receiving Party deems is ambiguous or unauthorized, the Receiving Party shall tell the Providing Party. If the notice indicates a restriction, the Receiving Party shall protect the Data under this Article unless otherwise directed in writing by the Providing Party.

8. The Data rights herein apply to the employees and Related Entities of Partner. Partner shall ensure that its employees and Related Entity employees know about and are bound by the obligations under this Article.

9. Disclaimer of Liability: NASA is not restricted in, or liable for, the use, disclosure, or reproduction of Data without a restrictive notice or for Data Partner gives, or is required to give, the U.S. Government without restriction.

10. Partner may use the following or a similar restrictive notice:

Proprietary Data Notice The data herein include Proprietary Data and are restricted under the Data Rights provisions of Space Act Agreement [provide applicable identifying information].

Partner should also mark each page containing Proprietary Data with the following or a similar legend: "Proprietary Data – Use And Disclose Only Under the Notice on the Title or Cover Page."

B. Data First Produced by Partner Under this Agreement

If Data first produced by Partner or its Related Entities under this Agreement is given to NASA, and the Data is Proprietary Data, and it includes a restrictive notice, NASA will use reasonable efforts to protect it. The Data will be disclosed and used (under suitable protective conditions) only for U.S. Government purposes.

C. Data First Produced by NASA Under this Agreement

If Partner requests that Data first produced by NASA under this Agreement be protected, and NASA determines it would be Proprietary Data if obtained from Partner, NASA will mark the Data with a restrictive notice and will use reasonable efforts to protect it for the period of time specified in the Annex under which the Data is produced. During this restricted period the Data may be disclosed and used (under suitable protective conditions) for U.S. Government purposes only, and thereafter for any purpose. Partner must not disclose the Data without NASA's written approval during the restricted period. The restrictions placed on NASA do not apply to Data disclosing a NASA owned invention for which patent protection is being considered.

D. Publication of Results

The National Aeronautics and Space Act (51 U.S.C. § 20112) requires NASA to provide for the widest practicable and appropriate dissemination of information concerning its activities and the results thereof. As such, NASA may publish unclassified and non-Proprietary Data resulting from work performed under this Agreement. The Parties will coordinate publication of results allowing a reasonable time to review and comment.

E. Data Disclosing an Invention

If the Parties exchange Data disclosing an invention for which patent protection is being considered, and the furnishing Party identifies the Data as such when providing it to the Receiving Party, the Receiving Party shall withhold it from public disclosure for a reasonable time (one (1) year unless otherwise agreed or the Data is restricted for a longer period herein).

F. Copyright

Data exchanged with a copyright notice and with no restrictive notice is presumed to be published. The following royalty-free licenses apply:

1. If indicated on the Data that it was produced outside of this Agreement, it may be reproduced, distributed, and used to prepare derivative works only for carrying out the Receiving Party's responsibilities under this Agreement.

2. Data without the indication of F.1. is presumed to be first produced under this Agreement.

Except as otherwise provided in paragraph E. of this Article, and in the Invention and Patent Rights Article of this Agreement for protection of reported inventions, the Data may be reproduced, distributed, and used to prepare derivative works for any purpose.

G. Data Subject to Export Control

Whether or not marked, technical data subject to the export laws and regulations of the United States provided to Partner under this Agreement must not be given to foreign persons or transmitted outside the United States without proper U.S. Government authorization.

H. Handling of Background, Third Party and Controlled Government Data

1. NASA or Partner (as Disclosing Party) may provide the other Party or its Related Entities (as Receiving Party):

a. Proprietary Data developed at the Disclosing Party's expense outside of this Agreement (referred to as Background Data);

b. Proprietary Data of third parties that the Disclosing Party has agreed to protect or is required to protect under the Trade Secrets Act (18 U.S.C. § 1905) (referred to as Third Party Proprietary Data); and

c. U.S. Government Data, including software and related Data, the Disclosing Party intends to control (referred to as Controlled Government Data).

2. All Background, Third Party Proprietary and Controlled Government Data provided by Disclosing Party to Receiving Party shall be marked by Disclosing Party with a restrictive notice and protected by Receiving Party in accordance with this Article.

3. Identification of Data:

a. All Background, Third Party Proprietary and Controlled Government Data provided by Disclosing Party shall be identified in the Annex under which it will be provided.

b. NASA software and related Data provided to Partner shall be identified in the Annex under which it will be used. Notwithstanding H.4., Software and related Data will be provided to Partner under a separate Software Usage Agreement (SUA). Partner shall use and protect the related Data in accordance with this Article. Unless the SUA authorizes retention, or Partner enters into a license under 37 C.F.R. Part 404, the related Data shall be disposed of as instructed by NASA.

4. For such Data identified with a restrictive notice pursuant to H.2. including Data identified pursuant to this Article in an Annex, Receiving Party shall:

a. Use, disclose, or reproduce such Data only as necessary under this Agreement;

b. Safeguard such Data from unauthorized use and disclosure;

c. Allow access to such Data only to its employees and any Related Entity requiring access under this Agreement;

d. Except as otherwise indicated in 4.c., preclude disclosure outside Receiving Party's organization;

e. Notify its employees with access about their obligations under this Article and ensure their compliance, and notify any Related Entity with access about their obligations under this Article; and

f. Dispose of such Data as Disclosing Party directs.

I. Oral and visual information

If Partner discloses Proprietary Data orally or visually, NASA will have no duty to restrict, or liability for disclosure or use, unless Partner:

1. Orally informs NASA before initial disclosure that the Data is Proprietary Data, and

2. Reduces the Data to tangible form with a restrictive notice and gives it to NASA within ten

(10) calendar days after disclosure.

ARTICLE 13. INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT

RIGHTS

A. "Related Entity" as used in this Invention and Patent Rights Article means a contractor, subcontractor, grantee, or other entity having a legal relationship with NASA or Partner assigned, tasked, or contracted with to perform activities under this Agreement.

B. The invention and patent rights herein apply to employees and Related Entities of Partner.

Partner shall ensure that its employees and Related Entity employees know about and are bound by the obligations under this Article.

C. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement.

Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement. NASA and Partner will use reasonable efforts to report inventions made jointly by their employees (including employees of their Related Entities). The Parties will consult and agree on the responsibilities and actions to establish and maintain patent protection for joint invention, and on the terms and conditions of any license or other rights exchanged or granted between them.

ARTICLE 14. USE OF NASA NAME AND NASA EMBLEMS

A. NASA Name and Initials

Partner shall not use "National Aeronautics and Space Administration" or "NASA" in a way that creates the impression that a product or service has the authorization, support, sponsorship, or endorsement of NASA, which does not, in fact, exist. Except for releases under the "Release of General Information to the Public and Media" Article, Partner must submit any proposed public use of the NASA name or initials (including press releases and all promotional and advertising use) to the NASA Associate Administrator for the Office of Communications or designee ("NASA Communications") for review and approval. Approval by NASA Office of Communications shall be based on applicable law and policy governing the use of the NASA name and initials.

B. NASA Emblems

Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. Partner must submit any proposed use of the emblems to NASA Communications for review and approval.

ARTICLE 15. RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA

NASA or Partner may, consistent with Federal law and this Agreement, release general information regarding its own participation in this Agreement as desired.

Pursuant to Section 841(d) of the NASA Transition Authorization Act of 2017, Public Law 115- 10 (the "NTAA"), NASA is obligated to publicly disclose copies of all agreements conducted pursuant to NASA's 51 U.S.C. §20113(e) authority in a searchable format on the NASA website within 60 days after the agreement is signed by the Parties. The Parties acknowledge that a copy of this Agreement will be disclosed, without redactions, in accordance with the NTAA.

ARTICLE 16. DISCLAIMER OF WARRANTY

Goods, services, facilities, or equipment provided by NASA under this Agreement are provided "as is." NASA makes no express or implied warranty as to the condition of any such goods, services, facilities, or equipment, or as to the condition of any research or information generated under this Agreement, or as to any products made or developed under or as a result of this Agreement including as a result of the use of information generated hereunder, or as to the merchantability or fitness for a particular purpose of such research, information, or resulting product, or that the goods, services, facilities or equipment provided will accomplish the intended results or are safe for any purpose including the intended purpose, or that any of the above will not interfere with privately-owned rights of others. Neither the government nor its contractors shall be liable for special, consequential or incidental damages attributed to such equipment, facilities, technical information, or services provided under this Agreement or such research, information, or resulting products made or developed under or as a result of this Agreement.

ARTICLE 17. DISCLAIMER OF ENDORSEMENT

NASA does not endorse or sponsor any commercial product, service, or activity. NASA's participation in this Agreement or provision of goods, services, facilities or equipment under this Agreement does not constitute endorsement by NASA. Partner agrees that nothing in this Agreement will be construed to imply that NASA authorizes, supports, endorses, or sponsors any product or service of Partner resulting from activities conducted under this Agreement, regardless of the fact that such product or service may employ NASA-developed technology.

ARTICLE 18. COMPLIANCE WITH LAWS AND REGULATIONS

A. The Parties shall comply with all applicable laws and regulations including, but not limited to, safety; security; export control; environmental; and suspension and debarment laws and regulations. Access by a Partner to NASA facilities or property, or to a NASA Information Technology (IT) system or application, is contingent upon compliance with NASA security and safety policies and guidelines including, but not limited to, standards on badging, credentials, and facility and IT system/application access, including use of Interconnection Security Agreements (ISAs), when applicable.

B. With respect to any export control requirements:

1. The Parties will comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120 through 130, and the Export Administration Regulations (EAR), 15 C.F.R. Parts 730 through 799, in performing work under this Agreement or any Annex to this Agreement. In the absence of available license exemptions or exceptions, the Partner shall be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data and software, or for the provision of technical assistance.

2. The Partner shall be responsible for obtaining export licenses, if required, before utilizing foreign persons in the performance of work under this Agreement or any Annex under this Agreement, including instances where the work is to be performed on-site at NASA and where the foreign person will have access to export-controlled technical data or software.

3. The Partner will be responsible for all regulatory record-keeping requirements associated with the use of licenses and license exemptions or exceptions.

4. The Partner will be responsible for ensuring that the provisions of this Article apply to its Related Entities.

C. With respect to suspension and debarment requirements:

1. The Partner hereby certifies, to the best of its knowledge and belief, that it has complied, and shall comply, with 2 C.F.R. Part 180, Subpart C, as supplemented by 2 C.F.R. Part 1880, Subpart C.

2. The Partner shall include language and requirements equivalent to those set forth in subparagraph C.1., above, in any lower-tier covered transaction entered into under this Agreement.

D. With respect to the requirements in Section 889 of the National Defense Authorization Act (NDAA) for Fiscal Year 2019, Public Law 115-232:

1. In performing this Agreement, Partner will not use, integrate with a NASA system, or procure with NASA funds (if applicable), "covered telecommunications equipment or services" (as defined in Section 889(f)(3) of the NDAA).

2. The Partner will ensure that the provisions of this Article apply to its Related Entities.

ARTICLE 19. TERM OF AGREEMENT

This Agreement becomes effective upon the date of the last signature below ("Effective Date") and shall remain in effect until the completion of all obligations of both Parties hereto, or five years from the Effective Date, whichever comes first.

ARTICLE 20. RIGHT TO TERMINATE

Either Party may unilaterally terminate this Umbrella Agreement or any Annex(es) by providing thirty (30) calendar days written notice to the other Party. Termination of an Annex does not terminate this Umbrella Agreement. However, the termination or expiration of this Umbrella Agreement also constitutes the termination of all outstanding Annexes. In the event of termination of any of the Annex(es), Partner will be obligated to reimburse NASA for all its costs which have been incurred in support of that Annex(es) up to the date the termination notice was received by NASA. In the event of termination of this Umbrella Agreement, Partner will be obligated to reimburse NASA for all costs which it incurred in support of this Umbrella Agreement up to the date the termination notice was received by NASA. Where Partner terminates this Umbrella Agreement or any Annex(es), Partner will also be responsible for those costs which are incurred as a result of such termination.

ARTICLE 21. CONTINUING OBLIGATIONS

The rights and obligations of the Parties that, by their nature, would continue beyond the expiration or termination of this Agreement, e.g., "Liability and Risk of Loss", "Intellectual Property Rights"-related clauses, and "Financial Obligations" shall survive such expiration or termination of this Agreement.

ARTICLE 22. POINTS OF CONTACT

The following personnel are designated as the Points of Contact between the Parties in the performance of this Agreement. Annexes may designate Points of Contact for purposes of the Annex activities.

Management Points of Contact

NASA John F. Kennedy Space Center PDM Name Partnership Development Manager Mail Stop: AD-C Kennedy Space Center, FL 32899 Phone: XXX-XXX-XXXX PDMName@nasa.gov

PARTNER NAME

Partner POC Name Partner POC Title Partner Address City, ST XXXXX-XXXX Phone: XXX-XXX-XXXX PartnerPOC@partner.com

Technical Points of Contact

NASA John F. Kennedy Space Center Tech POC Name Title Mail Suite: XXXX Kennedy Space Center, FL 32899 Phone: 321-XXX-XXXX TechPOCName@nasa.gov

PARTNER NAME

Partner TPOC Name Partner TPOC Title Partner Address City, ST XXXXX-XXXX

PartnerTPOC@partner.com

ARTICLE 23. DISPUTE RESOLUTION

Except as otherwise provided in the Article entitled "Priority of Use," the Article entitled "Intellectual Property Rights – Invention and Patent Rights" (for those activities governed by 37 C.F.R. Part 404), and those situations where a pre-existing statutory or regulatory system exists (e.g., under the Freedom of Information Act, 5 U.S.C. § 552), all disputes concerning questions of fact or law arising under this Agreement or Annex shall be referred by the claimant in writing to the appropriate person identified in this Agreement for purposes of the activities undertaken in the Agreement, or Annex(es) for purposes of the activities undertaken in the Annex(es) as the "Points of Contact." The persons identified as the "Points of Contact" for NASA and the Partner will consult and attempt to resolve all issues arising from the implementation of this Agreement.

If they are unable to come to agreement on any issue, the dispute will be referred to the signatories to this Agreement, or their designees, for joint resolution. If the Parties remain unable to resolve the dispute, then the NASA signatory or that person's designee, as applicable, will issue a written decision that will be the final agency decision for the purpose of judicial review. Nothing in this Article limits or prevents either Party from pursuing any other right or remedy available by law upon the issuance of the final agency decision.

ARTICLE 24. INVESTIGATIONS OF MISHAPS AND CLOSE CALLS

In the case of a close call, mishap or mission failure, the Parties agree to provide assistance to each other in the conduct of any investigation. For all NASA mishaps or close calls, Partner agrees to comply with NPR 8621.1, "NASA Procedural Requirements for Mishap and Close Call Reporting, Investigating, and Recordkeeping" and for KSC-Reportable Mishaps and Close Calls, as defined in KNPR 8715.3-3, "KSC Safety Procedural Requirements for Partners Operating in Exclusive-Use Facilities", Partner agrees to comply with the requirements in KNPR 8715.3-3

CHAPTER 6: MISHAPS AND CLOSE CALLS.

ARTICLE 25. MODIFICATIONS

Any modification to this Umbrella Agreement shall be executed, in writing, and signed by an authorized representative of NASA and the Partner. Accompanying Annexes may be modified under the same terms. Modification of an Annex does not modify the Umbrella Agreement.

ARTICLE 26. ASSIGNMENT

Neither this Agreement nor any interest arising under it will be assigned by the Partner or NASA without the express written consent of the officials executing, or successors, or higher- level officials possessing original or delegated authority to execute this Agreement.

ARTICLE 27. APPLICABLE LAW

U.S. Federal law governs this Agreement for all purposes, including, but not limited to, determining the validity of the Agreement, the meaning of its provisions, and the rights, obligations and remedies of the Parties.

ARTICLE 28. INDEPENDENT RELATIONSHIP

This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

ARTICLE 29. LOAN OF GOVERNMENT PROPERTY

The parties shall enter into a NASA Form 893, Loan of NASA Equipment, for NASA equipment loaned to Partner.

ARTICLE 30. SIGNATORY AUTHORITY

The signatories to this Agreement covenant and warrant that they have authority to execute this Agreement. By signing below, the undersigned agrees to the above terms and conditions.

NATIONAL AERONAUTICS AND

SPACE ADMINISTRATION

JOHN F. KENNEDY SPACE CENTER

PARTNER NAME

BY:___________________________

Maria A. Collura Director, Spaceport Integration and Services

Partner Signing Official Name Partner Signing Official Title

DATE:_________________________ DATE:_________________________

Exhibit A

TASK ORDER REQUEST

Task Order Request

Submit form to: KSC-TASK-ORDER-REQUESTS@mail.nasa.gov Services/Support Authorization From: Services/Support Provided t: (Partner Name) Commercial Space Launch Act (CSLA) Subagreement Enhanced Use Lease (EUL)/Use Permit NASA/Kennedy Agreement Number:

Space Act Agreement (SAA) Other Mission: (If applicable) Need Date

Control Number (to be completed by NASA)

TECHNICAL POINT OF CONTACT

Name Phone Number Email Address

Authorized Requester (Print Name)

Date of Request

Description of Desired Services/Support:

KSC FORM 50-202 NS 09/14 (1.1) PREVIOUS EDITIONS ARE OBSOLETE. Validate prior to use. NRRS 1/6.B

Task Order Request Services/Support Authorization From:

Commercial Space Launch Act (CSLA) Subagreement Enhanced Use Lease (EUL)/Use Permit Space Act Agreement (SAA) Other

Services/Support Provided t: (Partner Name)

NASA/Kennedy Agreement Number:

Mission: (If applicable) Need Date

Control Number (to be completed by NASA)

TO BE COMPLETED BY NASA

Services/Support Offered:

Proposed Schedule

Estimated Cost Funds Available?

Yes No NASA Project Engineer (Print Name) NASA Project Engineer (Email Address) Phone Number

NASA Approver (Print Name)

NASA Approver (Signature) Date

Partner Concurrence (Print Name)

Partner Concurrence (Signature) Date

KSC FORM 50-202 NS 09/14 (1.1) PREVIOUS EDITIONS ARE OBSOLETE. Validate prior to use. NRRS 1/6.B

Exhibit B

REIMBURSABLE SUPPORT SERVICES

Commodity/Service Service Level

Use of Support Equipment

Temporary use of equipment to support Partner's operations may be provided in accordance with this Agreement's Loan of Government Property Article.

*Communications Services

Establish point-to-point communication circuits from demarcation point to available communication services as requested utilizing excess Government resources.

Partner may pay for adding infrastructure to the communication duct system as required. Partner must pay for the installation and maintenance required on the cable.

Communication circuit maintenance (per month cost) is provided as a recurring information technology service utility in accordance with this Agreement's Responsibilities and Financial Obligations Articles.

Launch Telemetry and Communication Services

Services operated by the NASA Launch Services Program, including the NASA telemetry lab, Mission Director's Center, Launch Vehicle Data Centers, and other communications services or connectivity. This does not include use of Communication Security or Tracking and Data Relay Satellite System equipment.

*Locksmith Provide cores on external doors and fire panels. Partner shall procure commercial locksmith services for lock cores not required by KSC for emergency/fire access.

Janitorial Specialized cleaning services (i.e. Cleanroom Services)

KSC Institutional and Operational Support

Technical shop and laboratory support, operational support, launch imagery products and analysis, telemetry, heavy equipment (e.g., forklifts, cranes, KAMAGs, Crawler/Transporter), transportation, permitting, meteorological support, site planning, technical training, and other services as deemed appropriate by NASA on a case-by-case basis.

*Police/Fire/EMS Dedicated fire and security support (e.g., facility access control, road closures, armed guards, dedicated in-district/in-station fire support, on-Center security escorts).

Propellants and Propellants Services

Ordering, receiving, storage, maintenance, and delivery of propellants, pressurants (such as gaseous helium (GHe), gaseous nitrogen (GN2), liquid hydrogen (LH2), liquid oxygen (LO2), liquid nitrogen (LN2), hypergolic fuels/oxidizers, and certain specialty gases and solvents), and equipment; related ancillary laboratory support services; and Partner's use of propellant servicing areas or capabilities (e.g., Universal Propellant Servicing System).

KSC may provide hypergolic fuels and standard decontamination services for hypergol storage cylinders, hoses, and select components.

Partner will provide anticipated short-term propellants and pressurants usage forecasts and other technical data, as necessary for NASA to provide support.

Life Support Staging, maintenance, and inspection of life support equipment, which can include Self-Contained Atmospheric Protective Ensemble (SCAPE), Emergency Life Support Apparatus, Self-Contained Breathing Apparatus, or other respiratory equipment.

*Ordnance Storage and Transport

Receiving, transportation, and storage of ordnance on KSC.

Occupational Medicine and Environmental Health

Supply of Occupational Health Facility services during normal KSC operational hours in support of certifications (e.g., SCAPE), as well as Environmental Health Services such as industrial hygiene and radiation safety consultation.

Payload Integration Services

Analytical and physical integration of payloads to spacecraft.

Safety and Engineering

Design and development of facility/vehicle ground and flight systems, evaluation, documentation, analysis, test procedures, launch procedures, and operational procedures.

Component Cleaning, Calibration and Testing

Calibration and certification of commercial devices and proof loading of handling/lifting fixtures. Nondestructive evaluation, chemical sampling and analysis, and precision cleaning and refurbishment.

*Spill Cleanup Remediation of spills on pervious and impervious surfaces, confirmation sampling, and reporting.

Regulated Waste Regulated Waste – hypergolic: hypergolic waste sampling, characterization, and disposal.

Regulated Waste – other: waste sampling, characterization, and disposal.

Regulated wastes include, but are not limited to, hazardous waste, ordnance waste, nonhazardous industrial waste, biomedical waste, asbestos waste, industrial wastewater, polychlorinated biphenyl waste, etc. Hazardous wastes shall be manifested, shipped, and disposed of under Partner's Environmental Protection Agency hazardous waste generator identification number. Service will be evaluated on a case-by-case basis and may be available depending on specialization of service request.

*Discharge Approval (Nondomestic Wastewater)

Review, coordinate, and obtain approval from the U.S. Space Force/45th Space Wing for Partner's request to discharge nondomestic wastewater into the KSC/Cape Canaveral Space Force Station sewer system.

Environmental Support

Consultations, sampling, monitoring, regulatory reporting, environmental assessments.

Guest and Media Support Services

Launch viewing and special event sites and associated support services (e.g., logistics, audiovisual) in accordance with this Agreement's Special Considerations for Guest and Media Support Services Exhibit.

*These services must be obtained from NASA even if commercially available.

Exhibit C

SPECIAL CONSIDERATIONS FOR GUEST AND MEDIA SUPPORT SERVICES

The following requirements apply to guest and media support services:

A. Partner shall coordinate with NASA's Communication and Public Engagement directorate, Outreach and Guest Operations and Communication Offices; on the desired use of date, location, requested KSC contractor services, excluding food services, and the number of planned guests and media 45 days prior to planned activity or as soon as known.

B. Partner shall notify and coordinate directly with KSC's on-site contractor for access to facilities and communication feeds required for the transmission of signal from mission control to KSC facilities to enable mission coverage for media and guests at KSC launch viewing sites 45 days prior to the planned activity date (where applicable).

C. Partner shall submit to designated NASA Outreach and Guest Operations Office and Protective Services points of contact, for approval, an Integrated Guest Operations and Communications Plan, including a Security Plan for each activity 45 days in advance of the planned activity date.

D. Partner shall submit to NASA Outreach and Guest Operations Office and Protective Services points of contact an integrated list of foreign national guests and foreign national media with required supporting information, in accordance with NASA policy, 45 days in advance of planned activity date.

E. Partner shall make advance payment to NASA for the estimated cost of each activity 30 days in advance of planned activity date.

F. Partner shall submit any updated required documentation (Guest list [including media with both foreign national and U.S. citizens] at each viewing site; updated Integrated Guest Operations and Communications Plan for each activity; updates to viewing site(s) logistics to allow time for implementation; list of bus/foreign national escorts; security points of contact for viewing site(s)) and complete requirements coordination for final site approval 10 business days prior to the planned activity date.

G. Partner shall notify and coordinate directly with KSC's Food Service and Visitor Complex Concessioners for requirements provided by those entities responsible for non-NASA-controlled property (e.g., catering) where applicable. Payment terms and cost estimates for Concessioner-provided services are negotiated directly between Partner and respective Concessioner unless otherwise agreed to in estimate provided to Partner.

H. Partner shall notify the NASA KSC Legislative Affairs Office via the Legislative Affairs Office point of contact of any elected officials being escorted onto KSC property for launch viewing, special event purposes, or any other purposes.

I. Partner shall adhere to all NASA policies and regulations, including, but not limited to, those pertaining to alcohol on KSC.

J. NASA will collaborate with Partner on joint launch viewing of NASA missions and special events and provide support services on a reimbursable basis to include development of an Integrated Guest Operations and Communications Plan for each event.

K. For collaborative efforts, Partner shall not invite or approve any media for entry into, or use of, KSC launch viewing or special event sites without prior approval of

NASA.

For additional information regarding guest and media support, please contact:

Outreach and Guest Operations Office

Brittney Thorpe Mail Code: PX-O Kennedy Space Center, FL 32899-0001 Phone: 321-867-3050 brittney.thorpe@nasa.gov

Communication Office

Amanda Griffin Mail Code: PX-C Kennedy Space Center, FL 32899-0001 Phone: 321-867-3583 amanda.griffin@nasa.gov

Protective Services

Tina Delahunty Mail Code: SI-P Kennedy Space Center, FL 32899-0001 Phone: 321-867-2612

Legislative Affairs Office

Lauren Ziegler Mail Code: VA Kennedy Space Center, FL 32899-0001 Phone: 321-313-0074 E-mail: lauren.m.ziegler@nasa.gov mailto:brittney.thorpe@nasa.gov mailto:amanda.griffin@nasa.gov mailto:lauren.m.ziegler@nasa.gov

Exhibit D

COMPLIANCE WITH ENVIRONMENTAL REQUIREMENT

1. Definitions

As used in this Agreement, "Environmental Law" shall mean all applicable Federal, state, and local environmental laws, statutes, ordinances, regulations, rules, judicial and administrative orders, and decrees issued by governmental agencies (including, but not limited to, the United States Environmental Protection Agency, United States Department of Transportation, United States Occupational Safety and Health Administration, United States Nuclear Regulatory Commission, and Florida Department of Environmental Protection), existing now or later adopted during the term of this Agreement.

As used in this Agreement, "Hazardous Material" shall mean any hazardous material, hazardous substance, or hazardous waste as defined under Environmental Law.

As used in this Agreement, "Regulated Waste" shall mean nonmunicipal solid waste of which the management and/or disposal are regulated by Environmental Law or the release of the waste to the environment (either on or off KSC) would require remediation by Environmental Law or by the NASA KSC Resource Conservation and Recovery Act hazardous waste operating permit.