C3DO Draft AFPP.pdf

Draft Announcement for Partnership Proposal (AFPP) Commercial Destinations - Development and Demonstration Objectives (C3DO)

Commercial Low Earth Orbit Development Program (CLDP)

Announcement 80JSC026C3DO

Final AFPP Planned Release Date: October 3, 2025

Proposals Planned Due Date: December 1, 2025

Lyndon B. Johnson Space Center

Space Operations Mission Directorate National Aeronautics and Space Administration

For General Information Regarding This Announcement Visit:

https://www.nasa.gov/johnson/jsc-procurement/c3do/

This document has been approved for public release via the Scientific, Technical and Research Information DiscoVEry System (STRIVES) 20250008826 Process. It has been reviewed for Proprietary, CUI, and Export Control (ITAR/EAR) and has been determined to be non-sensitive.

National Aeronautics and Space Administration

This document has been approved for public release per STI 20250008826 i

REVISION AND HISTORY PAGE

REV. DESCRIPTION PUB. DATE

- Draft Announcement Release 09/05/2025 ii

CONTENTS

REVISION AND HISTORY PAGE

1.0 BACKGROUND AND OVERVIEW

2.0 OBJECTIVE & SCOPE

3.0 PROJECT STRUCTURE

3.1 C3DO GOALS

3.1.1 Overall C3DO Goals

3.1.2 Demonstration Goals

3.1.3 Stretch Goals

3.2 PROJECT SCHEDULE

3.3 MILESTONES

4.0 INFORMATION FOR PARTICIPANTS

4.1 GENERAL INFORMATION

4.2 PARTICIPATION

4.2.1 FSAA Partner Eligibility

4.2.2 Duplicative Funding

4.2.3 International Cooperation

4.2.4 Compliance with U.S. Laws, Regulations and Policies

4.3 INTELLECTUAL PROPERTY

4.4 TITLE AND RIGHTS IN PROPERTY

4.5 LEGAL LIABILITY

4.6 ANTICIPATED FUNDING

4.7 USE OF NASA RESOURCES

4.8 OMBUDSMAN

5.0 INSTRUCTIONS FOR PROPOSALS

5.1 PROPOSAL SUBMITTAL

5.2 PROPOSAL CONTENT

5.2.1 Outline Format

5.2.2 Volume I: Executive Summary

5.2.3 Volume II: Technical Approach

5.2.4 Volume III: Business Information

5.2.6 Volume IV: Proposed Space Act Agreement

5.2.7 Volume V: Supplemental Business Data

6.0 EVALUATION

6.1 PROCESS

6.1.2 Acceptability Screening

6.1.3 Initial Evaluation

6.1.4 Due Diligence

6.1.5 Portfolio Selection

iii

6.2 PERSONNEL

7.0 LIST OF ATTACHMENTS

ATTACHMENT A, MODEL FUNDED SPACE ACT AGREEMENT (FSAA)

ATTACHMENT B, PUBLIC PRIVATE SUPPORT GUIDE (PPSG)

ATTACHMENT C, NASA UTILIZATION SERVICE NEEDS

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1.0 BACKGROUND AND OVERVIEW

In 2019, NASA established the Commercial Low Earth Orbit (LEO) Development Program (CLDP) Office at the NASA/Johnson Space Center (JSC) to lead the U.S. commercialization of LEO and to stimulate private sector’s investment in LEO by (a) offering Private Astronaut Missions (PAMs) to/from the International Space Station (ISS) and (b) pursuing multiple commercial LEO destination Phase 1 development agreements. These Phase 1 Commercial LEO Destination agreements range in scope from the Commercial Destination – ISS (CDISS) contract to the Commercial Destination – Free Flyer (CDFF) Funded Space Act Agreements (FSAA) followed by Collaborations for Commercial Space Capabilities (CCSC-2) unfunded Space Act Agreements (SAAs); all focused on developing U.S. commercial LEO destination system (CLDS) capabilities that could eventually lead to the availability of U.S. commercially offered end-to-end CLDS services for both commercial and Government customers. The Phase 1 initiatives focused on early maturation of designs for their Commercial LEO Destination Systems (CLDS). This effort is a collaboration with U.S. commercial industry partners, International Space Station Program (ISSP) and the Commercial Crew Program (CCP) with the goal to maintain a U.S. human presence in LEO beyond ISS that advances human space exploration, scientific discoveries, and United States economic competitiveness using U.S. commercial investment and participation.

In the furtherance of NASA’s goal to have U.S. Commercial Destinations in LEO before ISS decommissioning and deorbit at the end of calendar year 2030, NASA is seeking to partner with U.S.

Commercial LEO Destination Providers (CLD Providers) utilizing a FSAA to further mature the design, development, testing and crewed demonstration of a commercially owned and operated Commercial LEO Destination Systems (CLDS). The CLDS is defined as the sum of all systems, facilities, and activities required to build, launch, maintain, and operate a human occupied on-orbit Destination that includes integrated capabilities for a free flying LEO platform that support both crew and cargo transportation services, utilization (including payload) services, and ground and mission systems. The Destination is defined as the portion of the CLDS that is the space station which remains in space and orbits Earth. The Destination is visited by visiting vehicles such as those carrying crew and/or cargo.

This Announcement for Partnership Proposals (AFPP) outlines the process for submitting a proposal to become a CLD partner with NASA for this coordinated effort and the expected partner responsibilities.

NASA is interested in receiving responses from eligible companies as defined in Section 4.2, Participation, with innovative proposals for this Commercial Destinations - Development and Demonstration Objectives (C3DO) Space Act Agreement opportunity. C3DO SAA Participants are welcome to make direct arrangements and/or partnering arrangements with international entities but must meet the eligibility terms described in Section 4.2 Participation.

This C3DO AFPP is anticipated to result in the establishment of one or more FSAAs. The FSAA for each selected CLD Partner will define the full roles and responsibilities of NASA and the proposing organization(s) based on the model agreement shown in Attachment A attached hereto (the “FSAA Model Agreement”).

The C3DO competition schedule is posted on the following C3DO website:

https://www.nasa.gov/johnson/jsc-procurement/c3do/. Participants are encouraged to refer regularly to this site for updates to the schedule and other current news and information.

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2.0 OBJECTIVE & SCOPE

NASA’s objective of the C3DO strategy is to enable the development of multiple commercial space station destinations, advancing them to the stage of an on-orbit LEO crewed demonstration flight as soon as possible, with NASA's target set for no later than 2030. This will be achieved while ensuring cost-effectiveness, crew safety, adherence to potential customer needs, and enabling research and technology development on these space stations.

The scope of this AFPP is for the Commercial Partner to safely and efficiently design and develop their free flying platform in LEO to include milestones maturing CLD Systems from pre-Critical Design Review (CDR) to an in-space crewed demonstration of applicable crew transportation, utilization, and ground and mission systems in accordance with the goals in Section 3.1, C3DO Goals.

3.0 PROJECT STRUCTURE

3.1 C3DO GOALS

The overall C3DO goal is to expedite the development of multiple commercial space station destinations, advancing them to the stage of an on-orbit LEO crewed demonstration flight as soon as possible, and desired no later than 2030. In order to open up the design trade space and encourage innovations and efficiencies in system design solutions, NASA is not dictating a specific destination system architecture and design. Each Participant must determine the destination system requirements and design that best serves its target markets. Participants have the flexibility to propose design architectures that provide capabilities ranging from minimum viable products to support the minimum demonstration goal to full capabilities within the Space Act Agreement (SAA) term of agreement. Proposals need to describe future scalable or evolutionary design approaches to support these goals. Where the goals below cannot be met, Participants are encouraged to propose alternatives including explanatory rationale. The following sections outline the goals of the C3DO SAA.

3.1.1 OVERALL C3DO GOALS

1. Establish and maintain a team capable of managing the Participant’s program successfully.

2. Demonstrate Participant has secured sufficient financial investment to support CLDS development and operations.

3. Achieve affordable development and operations costs.

4. Develop a capability that supports markets for both US Government and commercial customers.

5. Complete the CDR of an integrated CLDS.

6. Advance the Participant’s commercial space station development to an orbital crewed demonstration flight.

7. Provide a safe environment for crew habitation and operation.

8. Provide a safe de-orbit capability at the Destination end-of-life.

9. Develop and demonstrate a process to identify, control and verify catastrophic and critical hazards.

10. Provide and demonstrate the capability for the crew and ground personnel to train, monitor, operate, and control the crewed space system and subsystems.

11. Provide the capability to be interoperable with commercial crew and cargo transportation services.

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12. Conduct risk reduction activities (analyses, tests and inspections) needed to ensure the in-flight hardware performs as intended on-orbit and supports the Participants system certification (for example, structural qualification testing, integrated and subsystem qualification testing, module to vehicle interface testing, Human in The Loop (HITL) testing, and flight system manufacturing).

13. Develop and demonstrate processes to analyze, quantify, and understand the risks associated with the design and operation of the CLDS. Identify unmitigated risks with design.

14. Establish the criteria and plans for the Participants’ certification of the system to meet mission objectives, technical requirements, and safely support Crew habitation.

15. Provide NASA insight into the Participants’ development and access to the Participants’ data systems in support of the next phase for formal certification, including safety, human-rating, and operational integration.

3.1.2 DEMONSTRATION GOALS

16. Conduct a U.S. led crewed demonstration flight with 4 crew (with a minimum of one (1) U.S.

citizen Commander) for a minimum 30-day mission duration.

17. Conduct a crewed demonstration flight as early as possible but no later than 2030.

18. Demonstrate primary space station functions including structural integrity; altitude and attitude control; power generation, storage and distribution; crew habitability including thermal and environmental life support systems, consumables, accommodations and medical support; command, data handling, telemetry and communications; and contingency and fault response including any redundant systems.

19. Demonstrate CLDS interoperability with commercial crew transportation services including ground operations, rendezvous, proximity operations, docking/berthing, mated operations, and undocking/unberthing operations. Demonstration of cargo transportation services is desirable if planned as part of crewed demonstration.

20. Demonstrate Crew habitability and operations including joint operations with visiting vehicles.

3.1.3 STRETCH GOALS

Stretch goals are opportunities for a Participant to propose more advanced capabilities that are in line with NASA envisioned end state of the Commercial Low Earth Orbit Development Program (CLDP).

Implementation of these goals should not impact the CLD’s primary goal to provide the services described in the sections above in a safe, reliable, and cost-effective manner. Participants are not required to propose against stretch goals. Scalable or evolutionary approaches to support these stretch goals can be proposed along with approximate development costs.

1. Provide or show future capability for end-to-end CLDS services. Architecture should identify end-to-end CLD services areas that will be provided by the Participant as well as areas that will not be provided by the Participant and should remain long term NASA responsibilities.

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2. Develop the capability to accommodate both long duration missions and utilization capabilities based on future NASA priorities and needs defined in Attachment C, NASA Utilization Service Needs either at the onset or through scalable architectures.

3. Demonstrate integration, launch, operations, and return of 2-3 candidate payloads with the following minimum characteristics:

o Accommodate at least one heritage middeck locker with required resources, including power, data, and thermal control per CLDP-STD-1102, Commercial Low-Earth Orbit Development Program Payload Interface Standard for Heritage Hardware.

o Provide at least one Middeck Locker Equivalent MLE volume for conditioned stowage for launch, on-orbit and return.

o Accommodate and integrate time-critical cargo within 24 hours prior to launch on a visiting vehicle.

o Hand over time-critical cargo to personnel within 72 hours after loading cargo from commercial destination for return on visiting vehicle.

o Perform a human research investigation on-orbit, obtain required approvals and informed consents, collect crew data pre-flight, in-flight, and post-flight, and share data with NASA.

o Enable payload remote commanding and receipt of payload telemetry.

3.2 PROJECT SCHEDULE

The project will begin upon execution of the C3DO FSAAs, which is targeted for April 2026, and will end after the successful completion of the last NASA funded milestone to include a Crewed Demonstration.

Participants will propose a long-term development plan encompassing maturation of an integrated system detailed design, significant risk reduction activities, development and testing of the integrated system, and an orbital crewed demonstration flight of the CLDS by 2030. The period of performance for this agreement will not exceed more than 5 years, inclusive of any optional milestones. NASA may extend this Agreement in one-year increments for up to two additional years in the course of the FSAA execution, however Participants should not propose milestones during this extension period.

3.3 MILESTONES

The SAAs shall have milestones with objective success criteria, the meeting of which will result in a fixed payment from NASA. NASA will use data provided by the Participant to determine whether the Participant has successfully met the stated criteria. As a general guideline, payment milestones should provide objective evidence of development progress and primarily be technology maturation, system development and testing based rather than “paper” based, and timed at a regular interval.

The CLDS Critical Design Review (CDR), and On-Orbit Crewed Demonstration are mandatory milestones for this SAA. The following section includes suggested milestones, and their associated objectives have been included in the list below. Tailoring is permitted. The Participant is expected to propose milestones to be defined in Appendix 2. As reference, typical lifecycle gates and reviews are defined in “NASA Systems Engineering Processes and Requirements,” NPR 7123.1D, NASA Systems Engineering Processes and Requirements including recommended entrance and success criteria.

CLDS Baseline Review / Kickoff https://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=7123&s=1B https://nodis3.gsfc.nasa.gov/displayDir.cfm?t=NPR&c=7123&s=1B

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• Review the terms of the SAA, review the current state of existing hardware, processes and designs, and plans for program execution.

• Establish the CLDS technical and programmatic baseline and the system and payload facility scalable architecture.

• Review the CLDS planned configuration, concept of operations, Partner technical requirements and allocation to major systems, design and construction standards, technical management plans, integrated schedule, utilization/demo mission plan, operations and training plans, verification and validation approach, human certification approach, and system safety and integrated hazard process.

• Plans for Government provided equipment or services and government insight plan as part of CLDS architecture and demonstration.

CLDS Hazard Assessment Safety Review

• Identify CLDS critical and catastrophic hazards, causes, controls, and verification methods

• Identify Crew survival methods, hazard controls, and crew survival capabilities and how these are incorporated into the system design.

Financing Milestones (Annual or Semi-annual as needed)

• Financing Milestones are used for companies to confirm equity or debt funding has been received to support CLDS efforts.

• Reflect financing achievements

• Align with the Participant’s funding schedule and sources

CLDS Critical Design Review (CDR)

• CLDS end-state design (including on-orbit demonstration) satisfies all Participants’ requirements, applicable standards, technical performance measures, and margins within acceptable risk and schedule constraints.

• Verification and validation plans are baselined and includes integrated system level testing with defined verification and validation methods and success criteria.

• The plans for integrated and end-to-end testing are consistent with system verification, validation, and demonstration requirements.

• Design is ready to proceed to manufacturing, assembly, integration, testing, (including visiting vehicle interoperability), operations, training, payloads.

• Participants’ human certification plan is established, including planned schedule and required products for the appropriate CLDS development phase.

• Nominal and off-nominal de-orbit plans are established

Hardware Development Milestones

• Specific milestones and detailed objectives are to be proposed by the Participant based on their proposed development architecture

• Development, testing, manufacturing readiness reviews, qualification, hardware/software acceptance reviews, fit checks, etc.

Assembly, Integration, and Testing (AI&T) Milestones

• Specific milestones and detailed objectives to be proposed by the Participant based on their unique development architecture

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• Suggest assembly and test milestones that include system/subsystem testing and demonstrate that the design has sufficient margin

• Environmental testing

• Joint integration testing with external systems (e.g., transportation systems, customer payload operations centers, etc.)

• Joint integration testing with internal systems

• Module-to-module interface testing for on-orbit assembly

• Hardware-software integrated testing from subsystem to mission-level

• Integrated hardware system function testing in flight scenarios (e.g., cabin environment, propulsion systems)

• Human In The Loop (HITL) testing

• Payload/Payload Facility interface, functional

CLD Mission Integration Review (MIR)

• Present the mission (element & on-orbit crewed Demonstration) objectives and requirements, to include transportation vehicle manifest, utilization plans, and the baseline CLDS configuration for the crewed demonstration

• Provide an integrated mission schedule that accomplishes the mission objectives throughout all mission phases including the element and visiting vehicle traffic plans

• Provide a status of mission integration and operations for the element launch, commissioning phase, and crewed on-orbit demonstration.

• Provide Mission-specific analysis demonstrating on-orbit resource allocation and vehicle consumables and manifests meet the mission objectives.

• Present status of Crew and ground personnel training and certification, crew time allocations, and operations plans for all phases of flight.

• Identify Crew selected for the on-orbit Demonstration in accordance with the Partner’s Crew selection plan

CLDS Medical Operations Review (MOR)

• Define the baseline approach to monitoring and managing crew medical and behavioral health during CLD missions.

• A Medical Operations Plan would be required to certify ‘services’ for missions that include USG crew and can be validated during the on-orbit crewed demonstration.

CLDS Hazard Assessment Verification Safety Review

• All critical and catastrophic hazards, causes, and controls have been identified and controls are implemented into design.

• Demonstrate that hazard control verifications have been completed or a closure plan is approved

• Demonstrate that any safety non-compliances/waivers are approved, and all crew survival methods are defined.

Design Certification Review (DCR)

• Present a structured assessment against the Partner’s human certification plan, supported by a body of evidence, that provides a compelling comprehensible, and valid argument that the CLDS will be safe for Crew for the given design reference mission.

• Present the Participants Design Certification package providing evidence that the design and mission support architecture is ready to execute a crewed on-orbit demonstration mission.

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• Provide a summary of approved waivers and associated risks and a closure plan for any open waivers.

• The review will verify the completeness of the products associated with the Participants human certification plan and mission operations plan and will review supporting data and documentation.

• This review covers the Commercial Low Earth Orbit Destination (CLD), launch vehicle, visiting vehicles, ground, payload/payload facilities, and operations.

• Demonstrate that all safety requirements and hazard controls are implemented and verified.

Destination Readiness Review (DRR)

• Demonstrate the CLDS and support (Mission Systems and ground) hardware, software, personnel, procedures, supporting capabilities, and user documentation are ready for launch and commissioning of the initial Destination.

• Confirms that the spacecraft is ready to be integrated with the launch vehicle, and provides an integrated programmatic, technical, safety, and operational readiness assessment.

Crewed On-Orbit Demonstration Readiness Review (CODRR)

• Ensures the CLD, Visiting Vehicles (VV), Launch Vehicles, Payloads/Payload Facilities, Crew and Ground Systems and Facilities are ready to support the crewed demonstration mission.

• Assesses the readiness of hardware, software, personnel, capabilities, operations and training products and facilities.

• Confirms that applicable technical, safety, and mission integration requirements are verified

• Confirms all waivers are resolved, all technical and programmatic risks are mitigated to an acceptable level, and human rating conditions are satisfied.

On-orbit Crewed Demonstration A 4 crew 30-day on-orbit mission that demonstrates as many CLD systems, operations, and visiting vehicle integration processes as possible including:

• Structural Integrity, Navigation, Altitude, and Attitude Control

• Power Generation, Stowage, and Distribution

• Thermal Control System and Environmental Control and Life Support

• Command, Data Handling, Telemetry, and Communications

• Visiting Vehicle Interface Validation o Rendezvous, Proximity Operations, and Docking/Undocking or Berthing/Unberthing

• Crew Health and Habitability Objectives

• Integrated Crew and Ground Operations o Operations Execution including Joint Ops with visiting vehicles

• Emergency, Contingency, and Fault Response o Redundant Systems demonstration

• Payload and Facilities Demonstration

All payment milestones should be included in the SAA Appendix 2, C3DO Payment Milestones. The CLDS Baseline Review / Kickoff milestone should be held within 45-days of the signing of the agreement. NASA will evaluate the Participant’s proposed milestones and may negotiate changes to proposed payments, milestone content, and dates. Participant may also include optional performance

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The Participant is expected to maximize external funding sources to achieve its milestones under the Funded SAA. Accordingly, NASA’s milestone payment will not cover the total cost of achieving each milestone. In determining its milestone payment amount, NASA will consider the overall proposed progress of the CLD design process. Once documented in the executed SAA, NASA’s funding contribution for each milestone will be a fixed amount and will not be increased.

4.0 INFORMATION FOR PARTICIPANTS

4.1 GENERAL INFORMATION

Agency: National Aeronautics and Space Administration

Program Office: Commercial LEO Development Program Johnson Space Center, Mail Code UA Houston, TX 77058-3696

Blackout: A blackout notice will be issued to NASA personnel upon publication of the

Announcement, restricting all communications with potential proposers regarding this competition.

Proposal Due Date: December 1, 2025

Point of Contact: All questions/comments shall be submitted in writing and directed to the NASA official specified below:

Agreement Officer: Rogelio Curiel Telephone: 575-524-5191 E-mail: JSC-C3DO-SAA@mail.nasa.gov

Additional Information: The Announcement, related documents, and C3DO Reference Library, as well as current news and other information, may be obtained and downloaded over the Internet at: https://procurement.jsc.nasa.gov/C3DO mailto:JSC-C3DO-SAA@mail.nasa.gov https://procurement.jsc.nasa.gov/C3DO

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4.2 PARTICIPATION

4.2.1 FSAA PARTNER ELIGIBILITY

Subject to Section 4.2.4, Compliance with U.S. Laws, Regulations and Policies, the following entities are eligible to be awarded a Funded FSAA under this Announcement:

An entity organized under the laws of the United States or of a State, which is:

1. More than 50 percent owned by United States nationals; or

2. A subsidiary of a foreign company and the Secretary of Transportation finds that –

(i) Such subsidiary has in the past evidenced a substantial commitment to the United States market through –

a. Investments in the United States in long-term research, development, and manufacturing (including the manufacture of major components and subassemblies); and

b. Significant contributions to employment in the United States; and

(ii) The country or countries in which such foreign company is incorporated or organized, and, if appropriate, in which it principally conducts its business, affords reciprocal treatment to companies described in subparagraph A comparable to that afforded to such foreign company's subsidiary in the United States, as evidenced by –

a. Providing comparable opportunities for companies described in subparagraph 1 to participate in Government sponsored research and development similar to that authorized under Title 51 U.S.C. Chapter 501 (Space Commerce).

b. Providing no barriers, to companies described in subparagraph A with respect to local investment opportunities, that are not provided to foreign companies in the United States; and

c. Providing adequate and effective protection for the intellectual property rights of companies described in subparagraph A.

4.2.2 DUPLICATIVE FUNDING

NASA will not fund Participant CLD efforts to the extent such funding duplicates payments made by the U.S. Government to the Participant, pursuant to another U.S. Government contract or agreement, for the same scope of work.

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4.2.3 INTERNATIONAL COOPERATION

The C3DO SAA Participant is welcome to make direct agreements and/or other partnering arrangements with international entities. However, NASA’s policy is to conduct research with foreign entities on a cooperative, no-exchange-of funds basis. Although foreign individuals employed by a CLD partner in support of the FSAA may receive NASA funds, NASA funding may not support research efforts by non- U.S. organizations, collaborators or subcontracts at any level, including travel by foreign investigators.

The direct purchase of supplies and/or services, which do not constitute research, from non-U.S. sources by U.S. award recipients is permitted.

4.2.4 COMPLIANCE WITH U.S. LAWS, REGULATIONS AND POLICIES

Proposals shall comply with all applicable U.S. laws, regulations and policies, including but not limited to safety; security; export control; environmental; suspension and debarment laws and regulations, and establishing an Interconnection Security Agreement (ISA), when applicable, and the following:

With respect to export control, any entity awarded a Funded SAA shall be required to comply with all U.S.

export control laws including Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). In the absence of available license exemptions or exceptions, the Awardee 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, if any before utilizing foreign persons in performance of work under the Funded SAA.

Participant is also required to comply with all economic sanctions laws and regulations administered by the U.S. Treasury’s Office of Foreign Assets Control (OFAC), and shall not export, re-export, transfer, disclose, or provide access to any goods, software, technology, or technical data provided under the FSAA to any individual, entity, or destination that is located in, a citizen or resident of, or organized under the laws of a country or territory subject to comprehensive U.S. sanctions or embargoes; identified on any U.S.

government restricted party list, including the Specially Designated Nationals (SDN) List, Entity List, Denied Persons List, or Unverified List; or otherwise in violation of U.S. export control or sanctions laws.

Participant will be required to represent and warrant that it is not currently listed on any such restricted party list and is not owned or controlled by, or acting on behalf of, any prohibited party or government; and shall be required to immediately notify the Government in writing if it becomes aware of any actual or potential violation of FSAA Article 19, Compliance with Laws and Regulations.

Additionally, pursuant to The Department of Defense and Full-Year Appropriation Act, Public Law 112-10, Section 1340(a); The Consolidated and Further Continuing Appropriation Act of 2012, Public Law 112-55, Section 539; and future-year appropriations (hereinafter, "the Acts"), NASA is restricted from using appropriated funds to enter into or fund any agreement of any kind to participate, collaborate, or coordinate bilaterally with China or any Chinese-owned company, at the prime recipient level and at all subrecipient levels, whether the bilateral involvement is funded or performed under a no-exchange of funds arrangement. Accordingly, proposals involving bilateral participation, collaboration, or coordination in any way with China or any Chinese-owned company, whether funded or performed under a no-exchange-of-funds arrangement, will be ineligible for award. Accordingly, Participant must certify that it is not China or a Chinese-owned company, and that the Participant will not participate, collaborate, or coordinate bilaterally with China or any Chinese-owned company, at the prime recipient level or at any subrecipient level, whether the bilateral involvement is funded or performed under a no exchange of funds arrangement. “China or Chinese-owned Company” means the People’s Republic of China, any company owned by the People’s Republic of China, or any company incorporated under the laws of the People’s

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Republic. This restriction does not apply to the purchase from Chinese-owned entities of commercial items of supply needed to perform the agreement.

Pursuant to Section 889 of the National Defense Authorization Act of 2019, “Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment,”, the Awardee shall not acquire or use, integrate with a NASA system, or procure with NASA funds, in any manner whatsoever or at any tier, “covered telecommunications equipment or services” (as defined in Section 889(f)(3)).”

Participants’ attentions are further directed to the following non-exhaustive list of potentially applicable U.S. laws, regulations, and policies:

• National Space Transportation Policy, November 2013

• U.S. National Space Policy, December 2020

• Commercial Space Act of 1998 (P.L. 105-303; 51 U.S.C. 50101 et seq.)

• Commercial Space Launch Act (51 U.S.C. Chapter 509)

The 2020 National Space Policy directs agencies “to promote a robust domestic commercial space industry and strengthen United States leadership as the country of choice for conducting commercial space activities.” NASA expects that any entity providing launch or reentry services as part of activities under this Agreement will meet the above eligibility requirements set forth in (c)(4). In addition, pursuant to the 2013 National Space Transportation Policy and 51 U.S.C. 30703, NASA payloads shall not be launched on foreign launch vehicles, absent a waiver. The Participant will consult with NASA prior to acquiring launch or reentry services that do not meet the (c)(4) eligibility or 51 U.S.C. 30703 requirements.

Unless otherwise agreed by Participant and NASA, all launch and re-entry services under this Agreement will qualify to be licensed, and will be licensed by, the Federal Aviation Administration (FAA). Partner will ensure proper FAA licenses are obtained, in accordance with 51 U.S.C. § 50901 et seq.

The Destination is expected to be eligible for registration, and to be registered, by the United States. Consistent with the Outer Space Treaty, the United States retains jurisdiction and control over objects launched into outer space which are listed on the U.S. registry, and over any personnel thereof, while in outer space or on a celestial body.

All activities under the CD3O FSAA, including activities on the CLDS, will be subject to and shall comply with United States law. Participant will take reasonable measures to ensure activities that take place on the CLDS under this Agreement are governed by US law and subject to US jurisdiction.

4.3 INTELLECTUAL PROPERTY

Under C3DO, Participants will retain maximum intellectual property rights allowed by law and regulations.

Specifically:

1. NASA will not obtain rights in a Participant’s background intellectual property (data and inventions developed at private expense that existed or were made prior to, or outside of, the Participant’s agreement with NASA).

2. A Participant’s proprietary data, both existing proprietary data and data arising from work conducted under this agreement that a Participant considers proprietary, will be protected by NASA when appropriately marked by the Participant.

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3. If a Participant gives NASA proprietary data (engineering drawings, software, etc.) first produced by the Participant or its related entities under the CLD agreement, the marked data will be disclosed and used under protective conditions. NASA retains the right to: (1) maintain a copy of such Data for archival purposes; (2) use or disclose such archived data within the Government for continued validating and updating of the objectives of CLD; (3) use or disclose within the Government for supporting future certification of destinations; and (4) use or disclose such archived Data by or on behalf of NASA for Government purposes in the event NASA determines that “march-in” conditions exist or if NASA terminates the CLD agreement for the Participant’s failure to perform.

4. For any inventions made by Participants in performance of work under a C3DO FSAA, NASA is required by law (the National Aeronautics and Space Act) to take title to such inventions.

However, upon petition by a Participant in accordance with the provisions of 14 C.F.R. Part 1245, Subpart 1, NASA will grant an advanced waiver of title to such inventions to the Participant.

NASA will retain only a government purpose license to use waived inventions but will refrain from NASA-use for the period specified in the C3DO agreement (see Attachment A, Article 14).

In the event of termination of a C3DO FSAA due to failure by a Participant to perform, NASA may immediately exercise any Government-purpose license to inventions arising under the C3DO FSAA and will have the right to use and disclose for Governmental purposes any technical data produced by the Participant under the C3DO FSAA. The Participant and NASA will negotiate rights in data in the event of termination for any other reason.

Data produced by or about NASA-provided payloads will have unique use rights and handling obligations.

Data produced under a separate Government contract or agreement, including a Reimbursable Space Act Agreement or other agreement for use of Government resources, will be governed by the terms of the contract or agreement under which the data was produced, rather than the C3DO FSAA. In the event of a conflict between the terms of this Agreement and the terms of the contract or agreement under which the data was produced, the terms of the contract or agreement under which the data was produced will govern.

4.4 TITLE AND RIGHTS IN PROPERTY

A principal goal of the C3DO project is to “seek and encourage the fullest commercial use of space,” a stated purpose of NASA under the National Aeronautics and Space Act of 1958, as amended. In order to foster such commercial use, NASA has determined that title to all property acquired by the Participant for the C3DO effort will remain with the Participant(s). However, in the event of termination of the FSAA, NASA will have the right to purchase property developed or acquired by the Participant for the C3DO effort pursuant to the terms of the agreement.

4.5 LEGAL LIABILITY

The Funded SAA(s) will contain a cross-waiver of liability in the interest of encouraging participation in the exploration, exploitation, and use of outer space for a CLD demonstration. The cross-waiver of liability is intended to be broadly construed to achieve this objective. Under the cross-waiver, each party to the FSAA agrees to waive all claims against certain entities or persons identified in the cross-waiver based on certain types of damages identified in the cross-waiver arising out of “Protected Space Operations”, which term includes all launch vehicle or transfer vehicle activities and payload activities (as

This document has been approved for public release per STI 20250008826 Page 13 of 29 those terms are defined in the cross-waiver) on Earth, in outer space, or in transit between Earth and outer space in implementation of the C3DO Agreement. To give full effect to these waivers, “flow down” provisions are included. These provisions require the parties’ legally “related entities” (contractors, subcontractors, users, customers, and their contractors and subcontractors) to agree to the same waiver.

As part of this requirement, Partners will be required to have non-Government Astronauts (e.g., Crew and Space Flight Participants, as defined in 51 U.S.C. 50902) waive claims against NASA and its related entities.

To the extent that activities under the FSAA are not within the definition of “Protected Space Operations”, a unilateral waiver of claims will apply to activities under the FSAAs. Under a unilateral waiver, the Participant waives claims against NASA for damage to its property or injury to its personnel, regardless of which party may be at fault. This waiver does not apply in circumstances involving criminal or willful (intentional) misconduct. To give full effect to a unilateral waiver, “flow down” provisions are included.

These provisions require the Participant’s legally “related entities” (contractors, subcontractors, users, customers, investigators, and their contractors and subcontractors) to waive claims against any of NASA’s related entities participating in a C3DO effort. Under a unilateral waiver, the Participant and its related entities remain liable for damage to NASA caused by the Participants or the related entities’ own actions.

To the extent applicable to the C3DO effort, the Participant(s) will need to apply to the Federal Aviation Administration (FAA) for any necessary licenses or experimental permits under 51 U.S.C. Subtitle IX, Chapter 509. The liability provisions of the licenses or permits will govern liabilities related to any activities within the scope of the license/permit.

In addition to the requirement to flow down the cross-waiver, Participants will be required to inform all non-Government Astronauts in writing about the risks of spaceflight and on-orbit operations, including operations on or involving the CLDS, and to require the non-Government Astronauts to release NASA from liability resulting from Protected Space Operations (as defined in the cross-waiver of liability).

Participants will also be required to provide a code of conduct for CLDS crew to NASA for review. NASA encourages Participants to assess other risk mitigation approaches, including, for example, informing astronauts of the risks associated with C3DO activities and obtaining insurance.

In the event Government Astronauts or Government property are requested by Participant and provided by NASA in its sole discretion, additional liability requirements will apply. Specifically, the Partner will be required to (1) obtain a written and signed informed consent, assumption of risk, and release document from non-Government Astronauts; (2) coordinate with NASA to reach agreement on a Partner-provided code of conduct for CLDS crew; and (3) in NASA’s discretion, provide insurance or demonstrate financial responsibility for damage to Government property.

NASA is exploring the possibility of providing indemnification (TBD-1). There is no guarantee that indemnification will be provided. Thus, C3DO Participants should consider obtaining appropriate insurance coverage in addition to applicable FAA requirements. Such insurance coverage could include coverage for damage to the Participant’s property (such as its launcher and any other flight hardware) and for third-party damages not otherwise addressed by FAA requirements.

If the Government is able to and agrees to provide indemnification for some of the activities under the Agreement, additional requirements (1) through (3) outlined above for Government Astronauts and Government property will apply (regardless of whether Government Astronauts or Government property are provided). In addition, Partner will likely be required to obtain insurance for third party liability and insurance for damage to Partner property. The exact requirements for insurance depend on the

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Activities conducted under a separate Reimbursable Space Act Agreement (RSAA) for use of NASA resources in support of C3DO activities (See AFPP section 4.7), liability associated with the activities conducted under the separate RSAA will be governed by the RSAA. In the event of a conflict between the terms of the RSAA and the C3DO FSAA with respect to liability, the terms of the RSAA will govern.

4.6 ANTICIPATED FUNDING

NASA anticipates a range of $1.0 - 1.5 billion dollars spread over fiscal years 2026 through 2031 to be available for funding the C3DO SAAs. This amount is expected to fund a minimum of two SAAs. The amount of funding allocated to a Participant which is awarded an SAA will be solely at NASA’s discretion.

Additional funding may be available as CLDP Budget allocations are finalized and may support additional or optional demonstration milestones. Additional funding for industry during this timeframe is earmarked for the follow-on Phase 3 Certification and Services contract.

The amount of funding allocated to a Participant who is offered a C3DO FSAA will be solely at NASA’s discretion and could be outside the anticipated range. The specific amount of the milestone payments will be proposed by the Participant and finalized with NASA during due diligence negotiations.

Payments will be made upon the successful completion of performance milestones negotiated with NASA and documented in the FSAA. Participants bear all risk of cost overruns due to any cause.

Each Participant is responsible for securing the funding that is necessary to complete its work, inclusive of funding from NASA and other financial sources. The Participant is expected to maximize external funding sources to achieve its milestones under the Agreement. Accordingly, NASA’s milestone payment will not cover the total cost of achieving each milestone.

NASA’s obligation to award or continue C3DO FSAAs is contingent upon the availability of appropriated funds. NASA’s contribution will be a fixed amount based on the Participant’s ability to obtain private funding.

4.7 USE OF NASA RESOURCES

In performance of this FSAA, Participants may request use of NASA facilities, personnel, equipment, or services that are unique or not commercially available. Participants planning to use such NASA resources may enter into separate reimbursable agreements directly with the appropriate NASA Center(s).

Alternatively, Participants may request Government Furnished Services (including USG crew) or Equipment; however, such requests will require further negotiation, potentially additional articles within the SAA, and the adherence to additional requirements (such as CLDP-REQ-1130 Requirements and Standards for the Commercial Low Earth Orbit Development Program for crew and cargo transportation, ISS requirements for ISS assets, etc.). Any decision to use NASA facilities, equipment, or services shall be at the Participant’s discretion and risk; the Participant shall remain solely responsible for performance of this FSAA regardless of the availability (or non-availability), use or actual cost of the requested NASA resources.

Communications with NASA Centers for the purpose of developing separate reimbursable agreements may continue during the CD3O blackout period. However, during the CD3O competition, Participants may not

This document has been approved for public release per STI 20250008826 Page 15 of 29 request, and NASA Centers will not provide, assistance in preparing the Participant’s CD3O proposal, advice or opinions on the Participant’s proposed design solution or approach to performing the work of the CD3O FSAA, or any information regarding the CD3O competition.

NASA Center capabilities, technical data availability and the resource request process post-award are provided in Attachment B, Public Private Support Guide.

Participants may also submit requests for existing documents and information not contained in the Document Library (http://TBD-2) to the Agreements Officer for proposal development.

4.8 OMBUDSMAN

An Ombudsman has been appointed to hear and facilitate the resolution of concerns from interested parties concerning the selection process for this Announcement. Interested parties include the Participants, potential Participants, and signatories to the C3DO FSAAs. The existence of the Ombudsman does not diminish the authority of the Agreements Officer, the Participant Evaluation Panel, the evaluation process, or any formal adjudication of a matter related to this Announcement. Interested parties are not to contact the Ombudsman to request copies of the Announcement, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Agreements Officer as specified in Section 4.1 of this Announcement. Before consulting with the Ombudsman, interested parties must first address their concerns, issues, disagreements, or recommendations to the Agreements Officer for resolution.

If the Agreements Officer cannot make resolution, interested parties may contact the Ombudsman. At her discretion, the Ombudsman may request that an interested party submit any concerns, issues, disagreements, or recommendations in writing. Submissions or inquiries made to either the Agreements Officer or the Ombudsman will neither suspend the selection process, the award or performance of the resulting agreements. The Ombudsman may be contacted at:

Donna Shafer JSC Ombudsman Phone: 281-483-4258 Email: donna.m.shafer@nasa.gov Lyndon B. Johnson Space Center 2101 NASA Parkway, Mail Code AA

Houston, TX 77058-3696

5.0 INSTRUCTIONS FOR PROPOSALS

5.1 PROPOSAL SUBMITTAL

5.1.1 NASA will not issue paper copies of this Announcement. NASA reserves the right to select for due diligence or award all, some, or none of the proposals in response to this Announcement. NASA provides no funding for direct reimbursement of proposal development costs. Proposals submitted in response to this Announcement will not be returned. It is the policy of NASA to treat all proposals as sensitive competitive information and to disclose the contents only for the purposes of evaluation.

mailto:donna.m.shafer@nasa.gov

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5.1.2 NASA will accept no more than one proposal per prime Participant. A company may be a team member or sub-Participant on other proposals.

The entire proposal submittal shall consist of five (5) Proposal…