Memorandum of Agreement Template - VSHS draft.pdf

Sample Other Transaction – MOA with State Municipality or Private Equity | 1 September 2021

Other Transaction - MOA with State, Municipality or Private Entity

MEMORANDUM OF AGREEMENT BETWEEN

FEDERAL AVIATION ADMINISTRATION (FAA)

AND

[CO Insert Name of Non-Federal Party (Parties)]

ARTICLE I. PARTIES

The parties to this Agreement are the Federal Aviation Administration (FAA) and [Insert name of Non- Federal party]

ARTICLE 2. SCOPE

a. Purpose: The purpose of this Agreement between the FAA (comprising FAA/FAALC and FAA/AJW-1) and [Insert name of Non-Federal party] is to establish an open, flexible collaborative framework for technical, engineering, and logistics cooperation. The Parties share the mutual objective of engaging in joint technical exchanges, collaborative assessments, and exploratory activities in support of the FAA's intention to procure, integrate, and sustain modern headsets, handsets, voice switching systems, and associated communications equipment to be used by Air Traffic Controllers throughout the National Airspace System (NAS). This Agreement provides an adaptable mechanism under which the Parties may mutually identify, evaluate, and pursue collaborative technical initiatives of shared interest across operational air traffic control voice communications infrastructure. The FAA reserves the right to award a non-competitive follow-on production contract to the successful prototype participant upon successful completion of prototype milestones.

b. Specific goals and objectives to be accomplished: The collaborative activities that may be undertaken by the Parties under this Agreement include, but are not limited to, the following broad technical and operational areas:

1. Technical Interchange and Systems Requirements Exploration: Exchanging technical information, engineering data, commercial audio capabilities, and lessons learned regarding operational voice communications, acoustic safety, and modern voice switching technologies relevant to air traffic control environments.

2. Commercial-Off-The-Shelf (COTS) and Component Assessments: Collaboratively evaluating commercial headsets, handsets, amplifiers, voice switches, and communication interface hardware to assess their technical maturity, acoustic performance, electrical characteristics, and potential suitability for operational NAS deployment to include First Article Test and Evaluation (FA T&E) for selected hardware.

3. Acoustical, Electrical, and Human Factors Assessment/Testing: Conducting joint evaluations of headset/handset performance including sensitivity, voice quality, frequency response, impairments, sidetone performance, acoustic protection, amplitude limiting test device, and controller ergonomic comfort and usability under simulated or operational air traffic conditions.

4. Voice Switch Integration and Interface Compatibility: Utilizing FAA and Vendor laboratory facilities, audio test benches, and simulated air traffic operational environments to evaluate physical, electrical, and signal compatibility with diverse FAA voice switching systems, including but not limited to the Voice Switching and Control System (VSCS), Enhanced Terminal Voice Switch (ETVS), Rapid Deployment Voice Switch (RDVS), Small Tower Voice Switch (STVS), Integrated Communication Switching System (ICSS), Internet Protocol Voice Communication System (IPVCS) and emerging Alaska Flight Service Station architectures.

5. Prototyping, Adapters, and Precision Fabrication: Collaborating on the design, physical prototyping, custom wiring, connector pinout standardization (e.g., quick-disconnect assemblies, push-to-talk interfaces, adapters), and specialized enclosures to ensure seamless mechanical and electrical connectivity across air traffic control consoles.

6. Additional Mutually Agreed Collaborative Initiatives: Pursuing such other collaborative engineering, testing, or logistics activities related to air traffic controller voice equipment as the Parties may mutually identify in writing during the performance of this Agreement.

The vendor will be allowed to submit any and/or all of the requested hardware for consideration. An evaluation will be conducted in coordination with all parties utilizing a two (2) phase approach. Phase 1 operates as an “Acceptable / Unacceptable” screening gate. Vendors must achieve a pass/acceptable rating across all Phase 1 criteria to be down selected for Phase 2 operational/field evaluations. To pass Phase 1, Sample Other Transaction – MOA with State Municipality or Private Equity | 2 each vendor's submitted hardware samples must meet or exceed the non-negotiable parameters from FAA- P-3015A as outlined in the Phase 1 Verification Requirements Traceability Matrix (VRTM) and provide a certification of NDAA 889 compliance for covered telecommunications equipment. Phase 2 will be a collaborative effort between all parties to evaluate and approve acceptable hardware for deployment into the NAS. Failure to successfully complete a milestone can result in termination of the MOA. The vendor may submit a request to repeat a failed milestone; however, continuation will be at the discretion of the FAA.

c. Management of the project:

1. Collaborative efforts under this Agreement shall be coordinated by designated Technical Points of

Contact: the Lead Systems Engineer for FAA/AJW-1 (or AJW-1534 designee), the Product/Division Manager for FAA/FAALC, and the designated Technical Project Manager for Vendor (or their authorized successors).

2. The Parties may develop, execute, and update joint technical work plans, test matrices, and milestone schedules on an informal, cooperative basis to define specific evaluation activities or bench tests, without requiring formal modification of this Agreement, provided such activities fall within the broad collaborative scope defined herein.

3. Administrative, contractual, and procurement oversight shall be coordinated through the designated FAA Contracting Officer within the Acquisition and Business Services Directorate (AAQ-710).

4. The Parties will maintain regular communication and conduct technical interchange meetings on an as-needed basis to coordinate priorities, review test results, and plan future collaborative efforts.

d. Roles and responsibilities: Parties are bound by a duty of good faith and best effort in achieving the goals of the Agreement. The Parties shall function as collaborative technical peers while maintaining their organizational independence. Neither Party shall have the authority to act as an agent for, legally bind, or create financial or contractual obligations on behalf of the other Party without prior express written agreement. This Agreement does not create, give effect to, or imply a commercial joint venture, partnership, teaming arrangement, formal business organization, or official agency endorsement of any commercial product or vendor service. Vendor (including its officers, employees, agents, and subcontractors) shall act at all times as an independent contractor and not as an employee or agent of the FAA.

e. Contributions of the Parties:

1. FAA Logistics Center (FAA/FAALC) may, at its discretion and subject to resource availability:

a. Provide access to logistics specialists, historical failure trends, wear data, and depot demand metrics relevant to controller headsets and voice switch assemblies.

2. Second Level Engineering (FAA/AJW-1 / AJW-1534) may, at its discretion and subject to resource availability:

a. Provide systems engineering oversight, voice switch interface specifications, acoustic and operational assessment and testing guidance, and system integration expertise.

b. Make available specialized laboratory and simulated air traffic voice test environments at MMAC and

WJHTC facilities for collaborative assessments.

c. Formulate test protocols, evaluate technical data, and provide configuration guidance regarding potential Engineering Change Proposals (ECPs)/ NAS Change Proposals (NCPs).

3. Vendor may, at its discretion and as mutually agreed:

a. Provide commercial engineering expertise, acoustic design data, and technical consultation regarding headset and voice switch capabilities.

b. Make available evaluation headsets, handsets, interface cords, voice switch modules, or prototype hardware to support laboratory testing and feasibility assessments.

c. Share proprietary technical data sheets, pinout diagrams, schematic information, and commercial maintenance guidelines.

d. Provide technical support, audio calibration assistance, and engineering consultation during assessment and interface trials.

f. Type of Agreement: This Agreement is an "other transaction." It is not intended to be, nor shall it be construed as, a partnership, corporation, or other business organization.

ARTICLE 3. EFFECTIVE DATE and TERM The effective date of this Agreement is the date on which it is signed by FAA or [Insert name of non-Federal party], whichever is later. This Agreement shall continue in effect until [Insert completion date] or until earlier terminated by the parties as provided herein.

Sample Other Transaction – MOA with State Municipality or Private Equity | 3

ARTICLE 4. MILESTONES

Work shall be accomplished according to the agreed schedule.

Milestone Activity & Deliverables Evaluation/Gate Criteria Outcome

Milestone 1:

Phase 1 Safety & Compliance Screening

• Submit Phase 1 Verification Requirements Traceability Matrix (VRTM), written evidence of compliance, & NDAA 889 compliance certifications.

• Phase 1 VRTM is complete and meet all criteria. Any exceptions are documented.

Accept/Reject Gate: Hardware passes all criteria in Milestone 1 for advancement to Milestone 2. • Deliver 2–3 prototype hardware samples (headsets, lower modules, PJ7 connectors).

• Samples and evidence provided demonstrate adherence to Phase 1 VRTM.

• NDAA 889 certification provided.

Milestone 2:

Phase 2 Evaluation

• Submit Phase 2 Verification Requirements Traceability Matrix (VRTM) with roadmap and alternative proposals as necessary and written evidence of compliance.

• Physical and electrical compatibility and acceptable performance across selected legacy voice switches (VSCS, ETVS, RDVS, STVS, ICSS, AAC and IPVCS) architectures.

Accept/Reject Gate: Second Level Engineering (AJW-1534) sign-off.

• Deliver 10-12 prototype hardware samples (headsets, lower modules, PJ7 connectors).

• Deliver a technical proposal to demonstrate how the vendor will complete the requirements identified in the Statement of Work (SOW) and the VSH Procurement Specification.

• System Engineering: SOW Paragraph 3.1.1

• Human Factor Design: VSH Procurement Specification Paragraph 3.3.3

• Test & Evaluation Plan:

SOW paragraph 3.5 and VSH Procurement Specification paragraph 4.0

Milestone 3:

Voice Switch Interface, Controller Field Evaluation, & Logistics Evaluation

• Submit standard commercial warranty plan, part catalog, and draft Operations Manual.

• Logistics: SOW paragraph 3.3.1, 3.4, and 3.4.1

Accept/Reject Gate: Supply Support (AJW- L700), Second Level Engineering (AJW- 1534) sign-off.

• Participate in collaborative bench testing at Mike Monroney Aeronautical Center (MMAC) and/or William J.

Hughes Technical Center

(WJHTC).

• Physical and electrical compatibility and acceptable performance across selected legacy voice switches (VSCS, ETVS, RDVS, STVS, ICSS) and IPVCS) architectures.

• Provide additional hardware samples as requested

• Controller Usability:

Qualitative survey assessments by Air Traffic Control Specialists (ATCS)

Sample Other Transaction – MOA with State Municipality or Private Equity | 4

Milestone 4: First Article Test & Evaluation

• Vendor performs First Article T&E with FAA witness

• Testing conforms with FA T&E plan and satisfies full VRTM Accept/Reject

Gate: Supply Support (AJW- L700), Second Level Engineering (AJW- 1534) sign-off.

• Vendor provides documentation showing understanding of the procurement SOW

• Provided documentation satisfies full SOW and VSH Specification Requirements

Milestone 5: Final Selection & Production Transition

• Submit final commercial unit pricing schedule (CLINs) for fleet-wide procurement.

• Best-Value Decision:

Contracting Officer (AAQ-

710) balances Air Traffic Controller assessment, technical performance, and price reasonableness.

Final Award:

Selected hardware is awarded on a non-competitive follow-on IDIQ production contract.

• Deliver final Technical Data Package (TDP) summary.

ARTICLE 5. REPORTING REQUIREMENTS

Technical plans and project status reports will be provided as needed, upon the reasonable request of either party.

ARTICLE 6. INTELLECTUAL PROPERTY

a. Rights in Data The Government retains Government Purpose Rights in all data developed under this Agreement. "Data" means recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, computer software, trade secrets, and mask works. The term does not include financial, administrative, cost, pricing or management information.

"Government Purpose Rights" means the rights to –

a. Use, modify, reproduce, release, perform, display, or disclose data within the government without restriction; and

b. Release or disclose technical data outside the government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for government purposes.

"Government Purpose" means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive acquisition by or on behalf of the government but do not include the rights to use, modify, reproduce, release, perform, display, or disclose data for commercial purposes or authorize others to do so.

b. Rights in Inventions

The respective rights of the Government and the other parties to this agreement are the same as those found at 3.5-10 3.5-10 Patent Rights - Ownership by the Contractor (January 2009).

c. Proprietary Information The parties agree to take appropriate measures, to the extent permitted by law, to protect proprietary, privileged or otherwise, confidential information that may come into their possession as a result of this Agreement. Under this Agreement, the following information is considered in the public domain and not proprietary:

• Identification of organizations that are Users.

• Identification of activities conducted at the facility that are material to the assessment scope unless otherwise restricted pursuant to Article 6(G), “Data”.

d. Ownership Rights to Existing Intellectual Property Notwithstanding sub paragraph g below, each party shall retain exclusive ownership of its existing intellectual property. Each party hereby grants to the other party a sublicense right and license to exploit its existing

Sample Other Transaction – MOA with State Municipality or Private Equity | 5 intellectual property furnished hereunder, in furtherance of the objectives outlined in Article 2, “Scope”, unless otherwise restricted pursuant to 6(g), “Data”, without the requirement of accounting to the other party. Both Parties must make reasonable efforts to ensure that any intellectual property in which [Insert name of Non- Federal party] or FAA may own a right, title or interest, is appropriately marked with legends indicating patent, copyright, or other form of ownership as may be required by law and identified in the form of in-kind contributions.

As between [Insert name of Non-Federal party] and FAA, the Services, Content, and Related Materials and any updates, upgrades, new releases, new versions and derivatives thereof are protected under United States and International patent, copyright, trademark, trade secret and/or other intellectual property or proprietary rights laws (“Intellectual Property Rights”) and are and shall remain the sole and exclusive property of [Insert name of Non-Federal party]. The compilation, collection, arrangement, or assembly of all Services, Content and Related Materials are the exclusive property of [Insert name of Non-Federal party] and are protected intellectual property of [Insert name of Non-Federal party].

e. Ownership Rights to Intellectual Property Resulting from this Understanding Subject to the rights granted to FAA under this Agreement (as applicable), all new intellectual property created or developed by or on behalf of either party as a result of this Understanding, whether in the form of patentable subject matter, copyright, trade secret information, or “know-how” (“New Intellectual Property”) shall be the sole property of [Insert name of Non-Federal party], provided that [Insert name of Non- Federal party] shall be free to use and exploit such New Intellectual Property without restriction and without accounting in any way to FAA; and (ii) [Insert name of Non-Federal party] shall have no obligation to deliver any New Intellectual Property to FAA.

f. Markings All intellectual property owned by the Parties must have sufficient markings providing sufficient notice to others of ownership and restrictions. All trademarks and logos which appear on or in connection with the Services and Content, are, unless stated otherwise, trademarks of [Insert name of Non-Federal party]. No right, license, or interest to such trademarks are generated or granted hereunder other than the limited right to use, and FAA agrees that no such right, license, or interest, will be asserted by FAA with respect to such trademarks. FAA will not remove or destroy any copyright, trademark, logos or other proprietary marking or legends placed on or contained in the Services, Content, and/or Related Materials.

g. Data [Insert name of Non-Federal party] must identify and mark the data that it provides to the Government with identifiable restrictions, as may be applicable, in order to enforce such restrictions. All project materials, data, analyses, and recommendations resulting from the conduct of the project shall be the property of the FAA (except as otherwise specified above), and will be available for public use without limitation, unless otherwise proscribed by law or regulation or otherwise restricted pursuant this Agreement. Data output from this activity will be available to FAA, and shall be deemed publicly releasable (distribution unlimited), unless: (i) such release is otherwise prohibited under this Agreement or applicable law; or (ii) such release is expressly restricted by a party hereto, as evidenced by a data marking or written notice to the other party, prior to disclosure of the relevant inputs (or in the case of oral or visual disclosures, identified as restricted at the time of disclosure and later confirmed in writing). Without limiting [Insert name of Non-Federal party]’s or FAA’s obligations of confidentiality, as further described in Article 6(C), “Proprietary Information”, [Insert name of Non-Federal party] shall use commercially reasonable efforts to protect FAA’s confidential data (“FAA’s Data”) with measures that are designed to: (i) maintain the security and confidentiality of FAA’s Data; (ii) protect against unauthorized access to or use of the FAA’s Data; and (iii) require that all subcontractors of [Insert name of Non-Federal party], if any, comply with all of the foregoing. Input data from FAA, such as NAS data, may have restrictions on use and dissemination imposed by policy or the provider of the data, and Users must comply with those restrictions. Data collected as part of the prescribed assessments(s) will belong to the FAA (except as otherwise specified above).

h. Survival The provisions of this Article shall survive termination or expiration of this Agreement.

i. Laws Governing Patents, Copyrights and Other Data Rights All U.S. laws governing patents, copyrights, or other data rights shall control, and the parties agree to abide by these laws.

Sample Other Transaction – MOA with State Municipality or Private Equity | 6

ARTICLE 7. LEGAL AUTHORITY

This Agreement is entered into under the authority of 49 U.S.C. 106(1) and (m), which authorizes agreements and other transactions on such terms and conditions as the Administrator determines necessary.

ARTICLE 8. POINTS OF CONTACT

FAA Program Office/Technical Officer

Non-FAA Party

FAA Contracting Officer

ARTICLE 9. FUNDING AND PAYMENT

a. The FAA will contribute $ [Insert amount] as its share of the cost to perform this Agreement. The [Insert name of non-Federal party] will contribute [Describe schedule of in-kind contributions, if any]. Funds in the amount of $[Insert amount] are hereby committed for the term of this Agreement. Obligation is chargeable to Appropriation Code [Insert appropriation code] in procurement request number [Insert number].

b. A properly executed request for payment should be submitted to the FAA with the guidance identified below.

ELECTRONIC SUBMISSION OF PAYMENT REQUESTS (INTERIM DEC 2025)

In accordance with Executive Order 14173, Ending Illegal Discrimination and Restoring Merit-Based Opportunity, utilizing authority unilaterally granted under AMS 3.10.1-28 CHANGES REQUIRED BY AMS (JAN 2024), AMS Clause 3.3.1-40 Electronic Submission of Payment Requests (Interim Dec 2025) is revised as follows. (Updated Language is added to Paragraph (d).

3.3.1-40 Electronic Submission of Payment Requests (INTERIM December 2025)

(a) Definitions. As used in this clause—

(1) “Contract financing” is a contractual authorization for payments to a contractor prior to acceptance of products or services by FAA.

(2) “Payment request” means a bill, voucher, invoice, or request for contract financing payment or invoice payment with associated supporting documentation. The payment request must comply with the

Sample Other Transaction – MOA with State Municipality or Private Equity | 7 requirements identified in this clause and the applicable Payment clause and invoicing requirements included in this contract.

(3) “Electronic form” means an automated system transmitting information electronically according to the accepted electronic data transmission methods and formats identified in paragraph (c) of this clause.

Facsimile, email, and scanned documents are not acceptable electronic forms for submission of payment requests.

(4) “Invoice payment” means a Government disbursement of monies to a contractor under a contract or other authorization for supplies or services accepted by the Government. This includes payments for partial deliveries that have been accepted by the Government, final payments under T&M and labor-hour contracts, and final cost or fee payments where amounts owed have been settled between the Government and the contractor.

(b) Electronic payment requests. Except as provided in paragraph (f) of this clause, the Contractor must submit payment requests in electronic form. Purchases paid with a Government purchase card is considered to be an electronic transaction for purposes of this rule, and therefore no additional electronic invoice submission is required.

(c) The Federal Aviation Administration utilizes the Delphi eInvoicing web-portal for processing invoices. Contractors submitting invoices are required to submit invoices via the Delphi eInvoicing web portal which is accessed and authenticated via www.login.gov

(d) In order to receive payment and in accordance with prompt payment standards, the Contractor must submit a proper invoice. All invoices submitted as attachments in the Delphi eInvoicing web-portal must contain the following:

(1) Invoice number and invoice date.

(2) Period of performance covered by invoice.

(3) Contract number and title.

(4) Task/Delivery Order number and title (if applicable).

(5) Amount billed (by CLIN), current and cumulative.

(6) Total ($) of billing.

(7) Cumulative total billed for all contract work to date.

(8) Name, title, phone number, mailing address, and email address (if available) of person to be contacted in the event of a defective invoice.

(9) The following statement: “The Contractor certifies that, by submitting this invoice to the FAA, the supplies and/or services billed have been shipped, rendered, or delivered in accordance with instructions issued by the ordering officer; that they are reflected in the quantities and/or period of performance stated on the invoice; and that such supplies and/or services conform to the quantity and quality requirements specified in the applicable contract, order, or blanket purchase agreement.

(10) The following statement: “Pursuant to Executive Order 14173, Ending Illegal Discrimination And Restoring Merit-Based Opportunity, the Contractor certifies that it is in compliance with the Equal Protection principles of the Constitution and all applicable Federal anti-discrimination laws, and acknowledges that such compliance is material to the Government’s payment decision under the False Claims Act (31 U.S.C. § 3729(b)(4)). The Contractor also affirms that it does not operate any diversity, equity, and inclusion (DEI) initiatives that are inconsistent with the Equal Protection principles of the Constitution and the non-discrimination requirements of Federal law, as interpreted by the Supreme Court in Students for Fair Admissions v. Harvard, 600 U.S. 181 (2023).”

Note: the statement in item (10) in the preceding list is only required for invoices submitted to receive payment for contract performance occurring after this AMS clause 3.3.1-40 Electronic Submission of Payment Requests (INTERIM December 2025) is included in the contract.

If the contract includes allowances for travel, all invoices that include charges pertaining to travel expenses must catalog a breakdown of reimbursable expenses with the appropriate receipts to substantiate the travel expenses.

(e) Payment system registration. Each person accessing the Delphi eInvoicing web-portal will be http://www.login.gov/

Sample Other Transaction – MOA with State Municipality or Private Equity | 8 required to have a unique user Delphi eInvoicing ID and password and be credentialed through login.gov.

(1) Electronic authentication. See www.login.gov for instructions. Click on the following link for instructions on establishing a login.gov account: https://login.gov/help/creating-an-account/how-do-i-create-an-account-with-logingov/.

(2) To create a login.gov account, the user will need a valid email address and a working phone number. The user will create a password and then login.gov will reply with an email confirming the email address.

(3) DELPHI registration instructions. New users should request access to Delphi eInvoicing by sending an email to 9-AMC-FAA-iSupplier@faa.gov. Once access is to activate the account. Users are required to log in every 45 days to keep it active. granted, users should navigate to http://einvoice.esc.gov to activate the account. Users are required to log in every 45 days to keep it active.

(4) Training on DELPHI. To facilitate use of DELPHI, comprehensive user information is available athttp://einvoice.esc.gov

(5) Account Management. Contractors must contact the DELPHI Help Desk when their firm’s points of contact will no longer be submitting invoices so they can be removed from the system. Instructions for contacting the DELPHI Help D can be found athttp://einvoice.esc.gov

(f) Waivers: If the Contractor does not believe electronic invoicing can be used if they are awarded this contract, the Contractor must respond accordingly to AMS clause 3.3.1-41 Electronic Invoicing- Representation. Waiver requests must be approved by the FAA and DOT and will be processed expeditiously upon contract award. If the waiver request is not approved, the Contractor must use electronic invoicing consistent with this clause. If the waiver request is approved, conversion to electronic invoicing at later date may be required. While the waiver is in effect, the current invoicing process must be used per AMS Guidance T3.3.1A.14 and the terms of the contract. The decision regarding a waiver request is not subject to AMS clause 3.9.1-1 Contract Disputes.

c. In the event of termination or expiration of this Agreement, any FAA funds which have not been spent or obligated for allowable expenses prior to the date of termination, and are not reasonably necessary to cover termination expenses shall be returned to the FAA.

ARTICLE 10. LIMITATION OF FUNDS

The Government’s liability to make payments to [Insert name of non-Federal party] is limited to the amount of funds obligated hereunder, including written modifications to this Agreement.

ARTICLE 11. APPROVAL OF SUBCONTRACTORS

The Contracting Officer shall be reasonably notified in advance of entering into any subcontract. Any subcontractors and outside associates or consultants required by the contractor in connection with the services covered by this Agreement shall be limited to individuals or firms that are specifically agreed to by all parties. The contractor must obtain the Contracting Officer’s written consent before placing any subcontract.

ARTICLE 12. AUDITS

The Government has the right to examine or audit relevant financial records for a period not to exceed three years after expiration of the terms of this Agreement. The contractor/subcontractor must maintain an established accounting system that complies with generally accepted accounting principles. Commercial companies should ensure their record retention policies comply with this policy.

ARTICLE 13. CHANGES, MODIFICATIONS

Changes and/or modifications to this Agreement shall be in writing and signed by a FAA Contracting Officer and the [Identify representative or designee] of [Insert name of non- Federal party]. The modification shall cite the subject Agreement, and shall state the exact nature of the modification. No oral statement by any person shall be interpreted as modifying or otherwise affecting the terms of this Agreement.

ARTICLE 14. TERMINATION

In addition to any other termination rights provided by this Agreement, either party may terminate this Agreement at http://www.login.gov/ https://login.gov/help/creating-an-account/how-do-i-create-an-account-https://login.gov/help/creating-an-account/how-do-i-create-an-account-mailto:9-AMC-FAA-iSupplier@faa.gov http://einvoice.esc.gov/ http://einvoice.esc.gov/ http://einvoice.esc.gov/

Sample Other Transaction – MOA with State Municipality or Private Equity | 9 any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated party (other than 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 shall take immediate steps to stop the accrual of any additional obligations, which might require payment.

[Include any additional termination requirements that may apply, e.g. return of property to either party or other method of disposition].

ARTICLE 15. ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of the Agreement, the inconsistency shall be resolved by giving preference in the following order:

a. The Agreement

b. The Attachments:

• Statement of Work

• Verification Requirements Traceability Matrix (VTRM), Phase I and II

• VSH Procurement Specification FAA-P-3015A

ARTICLE 16. CONSTRUCTION OF THE AGREEMENT

This Agreement is an "other transaction" issued under 49 U.S.C 106 (1) and (m) is not a procurement contract, grant or cooperative agreement. Nothing in this Agreement shall be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation.

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 shall not be construed more stringently against one party than against the other.

ARTICLE 17. DISPUTES

Where possible, disputes will be resolved by informal discussion between the parties. In the event the parties are unable to resolve any disagreement through good faith negotiations, the dispute will be resolved by [Describe internal dispute resolution process, e.g. management of either party, or an oversight committee]. The decision is final unless it is timely appealed to the FAA Administrator, whose decision is not subject to further administrative review and, to the extent permitted by law, is final and binding.

ARTICLE 18. WARRANTIES

FAA makes no express or implied warranties as to any matter arising under this Agreement, or as to the ownership, merchantability, or fitness for a particular purpose of any property, including any equipment, device, or software that may be provided under this Agreement.

ARTICLE 19. INSURANCE

[Insert name of non-Federal party] shall arrange by insurance or otherwise for the full protection of [Insert name of non-Federal party] from and against all liability to third parties arising out of, or related to, its performance of this Agreement. The FAA assumes no liability under this Agreement for any losses arising out of any action or inaction by [Insert name of non-Federal party], its employees, or contractors, or any third party acting on its behalf. [Insert name of non-Federal party] agrees to hold the United States harmless against any claim by third persons for injury, death or property damage arising out of or in connection with its performance under this Agreement.

ARTICLE 20. LIMITATION OF LIABILITY

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of [Insert amount] funding obligated under this Agreement at the time the dispute arises.

In no event shall the FAA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE 21. LOWER TIER AGREEMENTS

[Insert name of non-Federal party] shall include Articles [Insert article numbers] suitably modified in all lower tier Agreements, regardless of tier).

ARTICLE 22. CIVIL RIGHTS ACT

[Insert name of non-Federal party] shall comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in Federally assisted programs and provide a certification to that effect.

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ARTICLE 23. OFFICIALS NOT TO BENEFIT

AMS Clause 3.2.5-1, "Officials Not to Benefit" and Clause 3.2.5-7, "Disclosure Regarding Payments to Influence Certain Federal Transactions" are attached hereto and incorporated by reference into this Agreement.

ARTICLE 24. PROTECTION OF INFORMATION

The parties agree that they shall take appropriate measures to protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement.

a. Security Sensitive Information. Any information that any party provides to another that is Security Sensitive

Information (as defined in 15 C.F.R Part 1520) will be marked as such by the party providing such information and protected as such by the receiving party.

b. Proprietary Information.

1. General Duty of Non-Disclosure. A party may disclose Proprietary Information (as defined below) to the other parties as part of the activities performed under this Agreement. Each receiving party agrees to keep such Proprietary Information in confidence using the same degree of care it takes with its own proprietary information of like importance and to use such Proprietary Information only for activities performed pursuant to this Agreement.

2. Each party further agrees to disclose Proprietary Information to its employees only on a need-to-know basis, only for activities performed pursuant to this Agreement, and with appropriate restrictive legend. If a receiving party wishes to use contract labor, consultants, subcontractors or other such categories of persons to accomplish such activities, the receiving party will, prior to release and disclosure of the Proprietary Information of the other party, enter into Non-Disclosure Agreements with those persons obligating such persons to hold the Proprietary Information in confidence under terms and conditions at least as restrictive as the terms and conditions of this Agreement. Such Non-Disclosure Agreement will identify the other party as a third party beneficiary of the Agreement.

3. Procedure to Gain Protection. A party shall designate information that it desires to be subject to the duty of non-disclosure as " [Name of Party] Proprietary." Material so designated is referred to as "Proprietary Information". The designation must be made in written or other permanent form and be clear and conspicuous.

Electronic information will be adequately marked if a proprietary legend displays when the information originally runs on a computer system and when the information is printed from its data file. If an originating party originally discloses information in some other form (e.g., orally or visually), a receiving party will protect such information as Proprietary Information to the extent that the originating party:

i. Identifies the information as proprietary at the time of original disclosure;

ii. If in writing or visual form, marks the writing or visual presentation clearly and conspicuously with an appropriate proprietary legend;

iii. If in oral form, delivers a written summary to the receiving party within thirty (30) days following the original disclosure identifying the disclosure as proprietary.

4. Exceptions to Duty. No party will have a restriction on disclosure or use of information otherwise qualifying as Proprietary Information if the receiving party can show that any one of the following conditions exists:

i. The receiving party knew the information and held it without restriction as to further disclosure when the originating party disclosed the information under this Agreement.

ii. The receiving party developed the information independently.

iii. Another source lawfully disclosed the information to the receiving party and did not restrict the receiving party in its further use or disclosure.

iv. The information was already in the public domain when the originating party disclosed it to the receiving party; entered the public domain after the originating party disclosed it under this Agreement, but through no fault of the receiving Party; or became generally known, but through no fault of the receiving party.

v. The information was ascertained by proper means other than disclosure under this Agreement.

c. Return of Proprietary Information. A receiving party will, upon written request of the disclosing party, use reasonable efforts to destroy all received Proprietary Information, including copies, then in its possession or control.

Alternatively, a receiving party may use reasonable efforts to return all such Proprietary Information and copies to the disclosing party.

Sample Other Transaction – MOA with State Municipality or Private Equity | 11

d. FOIA. The FAA and any other party that is an agency or department of the United States Government agrees that any Trade Secret or commercial information provided in confidence to that party that is marked as Proprietary Information will be exempt from disclosure under the Freedom Of Information Act (5 U.S.C. § 552) under exemption 4 (5 U.S.C. § 552(b)(4)) as Trade Secret or commercial proprietary information that is provided voluntarily to that agency or department.

AGREED:

TBD Federal Aviation Administration

By: By:

Title: Title:

Date: Date: