Amendment 2 Artemis Partnership Announcement for Proposals (AFP).pdf

Announcement for Proposals (AFP) for Partnership Agreements in Telling the Artemis Program Story to a

Worldwide Audience

Statement of Purpose

NASA is seeking partners on a nonreimbursable (no exchange of funds) basis to tell a story that engages, excites and inspires a worldwide audience with NASA’s Artemis program. NASA will support partners in starting conversations, eliciting emotional connections and inspiring a new generation of explorers. All that we build, all that we study, all that we do, prepares us to go back to the Moon and on to Mars. We are going - and we want to support you in sharing this story with the world.

This AFP outlines the process for submitting a proposal (“Proposal”) to partner with NASA to tell a story and help bring the public along for the ride through NASA’s Artemis program, starting with Artemis II. The proposal should outline Partner’s proposed public engagement project (“Project”), what support it would need from NASA in the way of existing media or access to facilities and personnel, and the unique Partner-provided video, audio or imaging hardware, software or related technology (“Project Hardware”) Partner would seek to place on or in the Orion spacecraft, or other NASA infrastructure, equipment or facilities (“Artemis Equipment”). NASA welcomes responses from broadcasters, studios, aerospace industry, academic institutions, non-profit organizations, or collaborations between multiple such entities for creative proposals to help acquire or use NASA’s live or recorded imagery to help tell the story of exploring the Earth’s Lunar region. NASA is looking to entertain proposals from U.S. entities, although NASA will also consider team proposals with foreign participation, provided that they are led by a U.S. entity. Note, the U.S.-led entity will be required to enter into a Space Act Agreement with NASA (model agreement provided below.) Further documentation may be required to enable the participation of non-U.S. entities in this activity. This AFP is expected to result in NASA entering into a nonreimbursable (no funds exchanged) Space Act Agreement (“SAA”) with one or more selected proposing organization(s) that will define the full roles and responsibilities of NASA and the selected partner (“Partner”).

While this AFP primarily focuses on proposals requiring flight of Partner-provided hardware (cameras, equipment, etc.) onboard Artemis mission(s), we continue to welcome story-telling proposals that utilize NASA’s publicly available imagery and/or requests for filming at NASA ground-based facilities (astronaut training, etc.). Proposals not requiring Partner-provided equipment on space mission(s), but seeking NASA collaboration with ground-based filming or imagery should be submitted through NASA’s standard film and television collaboration process outlined in NASA Media Usage Guidelines (See, https://www.nasa.gov/multimedia/guidelines/index.html). For such projects, no Proposal under this AFP is needed.

https://www.nasa.gov/multimedia/guidelines/index.html

Background

Artemis I is planned for 2021 and will feature the first flight of the Orion capsule aboard NASA’s Space Launch System (SLS) rocket on an uncrewed mission to orbit the Moon and return to Earth. On Artemis II, planned for 2023, Orion and SLS will make a return journey by humans around the Moon and back. Artemis III will use the Human Landing System (HLS) to bring the first woman and next man to the lunar surface, then back to Earth in Orion in 2024. Subsequent Artemis mission will use a Lunar Terrain Vehicle to extend crew exploration of the Moon’s surface, while Gateway, an outpost in lunar orbit, will provide crew habitat for extended research at the Moon.

Scope

NASA is seeking partners who will use innovative technologies, imagery applications and approaches with which the public can experience different segments of the Artemis II mission:

“riding along” with the crew in Orion on their journey to the area around the Moon; visual exploration of the lunar surface; and on the return to Earth.

NASA is seeking to support Proposals for Projects under this AFP that go beyond NASA’s typical coverage on NASA TV.* For example, these could include Partner-provided unique hardware, such as 360 degree field-of-view camera systems, Virtual Reality (VR), advanced imagery compression to improve image quality over limited bandwidth communication links, unique storytelling and distribution methods, 4K/Ultra HD camera systems, robotic “third-person” views, crew handheld camera systems, image stabilization, small portable cameras, and any other concepts that either technically provide more innovative imagery, or delivering to viewers a uniquely-engaging spaceflight experience in the most conducive manner.

*Spacecraft are routinely outfitted with NASA cameras for technical and/or operational support (e.g. verifying solar array deployment), and footage from such cameras are typically used to supplement mission coverage on NASA TV. NASA shares this footage with the public and media in accordance with NASA’s standard media usage guidelines. While the footage may be available for Partner use under these guidelines, the scope of this AFP is primarily focused on imagery that would be provided by Partner equipment.

Technical Constraints

Proposals are expected to include requests to incorporate and fly Partner-provided, unique Project Hardware in or on the Artemis Equipment. Such Project Hardware will need to adhere to NASA flight certification protocols/specifications. Proposals should assume equipment would be able to utilize industry standard interfaces for data and power (such as USB, Ethernet, Wi-Fi, AC power) to the Artemis Equipment. Bandwidth can be very limited during Artemis mission operations, so any requirements for live transmission should be detailed in the Proposal.

Autonomous operations of any equipment is preferable due to limited crew time during https://www.nasa.gov/artemis-1 https://www.nasa.gov/feature/nasa-s-first-flight-with-crew-important-step-on-long-term-return-to-the-moon-missions-to https://www.nasa.gov/press-release/nasa-names-companies-to-develop-human-landers-for-artemis-moon-missions https://www.nasa.gov/gateway mission operations. Mass, power and weight should also be minimized as much as possible due to the limited volume of spacecraft.

Benefits to a Selected Partner

Partner may be able to claim, for a mutually agreed upon period of time, certain exclusive commercial rights to content obtained from partner-provided Project Hardware.

Partner will also have the opportunity to factually inform the public of Partner’s collaboration with NASA.

Partner Responsibilities Generally

The SAA will address, among other things, Partner’s responsibility to use reasonable efforts to:

• Share in advance content creation, themes, storyboards, scripts, and distribution plans with NASA for the Project.

• Identify any requests to use of NASA identifiers (including logo, mission patches, etc.) or to interview NASA personnel in connection with the Project.

• Provide NASA with schedule milestones.

• Identify contributions required by NASA for success.

• Provide Flight Certified Project Hardware, with flight certification done by NASA at

Partner’s expense, for integration into Artemis Equipment.

• Support NASA contractor integration of hardware into Artemis Equipment as needed, with any costs of integration covered by Partner.

• Identify requirements to train flight crew or ground operators to utilize Project

Hardware.

• Identify whether requirements include pre-flight, flight and/or post-flight access to

NASA facilities and personnel.

NASA Responsibilities Generally

The SAA will address, among other things, NASA’s responsibility to use reasonable efforts to:

• Assist in research and identification of existing publicly available NASA materials which may be used in the Project.

• Review materials for technical accuracy and conformance with the partnership agreement and NASA requirements, including appropriate use of NASA identifiers.

• Consider opportunities for access to NASA facilities and personnel.

• Assist in training requirements.

• Assistance with certification process of Project Hardware required for integration into

Artemis Equipment.

• Provide interfaces for power and data for Project Hardware with Artemis Equipment.

• Upmass and downmass allocations for Project Hardware.

• Allocation of data from spacecraft during flight phases (if required).

• Allocation of crew time (if required).

Form of Agreement & Term of Agreement

NASA intends to enter into an SAA with the selected Partner(s) in a form similar to the model agreement shown in Exhibit A (the “Model Agreement”). Non-reimbursable SAAs are formal partnership agreements involving NASA and a Partner in a mutually beneficial activity that furthers NASA’s mission, where each party bears the cost of its participation, and there is no exchange of funds between the parties. Each selected respondent will sign an SAA with NASA that identifies the responsibilities of the parties. Flight Certification of Project Hardware, and any integration of Project Hardware into Artemis Equipment, is work that will be done by NASA or its contractors at Partner’s expense. Prior to commencement of any such work, the parties will enter into a reimbursable Space Act Agreement in NASA’s standard form for Partner to reimburse NASA’s costs to perform these requirements if applicable to the Project.

NASA requests that respondents review the Model Agreement prior to preparing and submitting the Proposal. If there is a particular reason a respondent is unable to agree to specific requirements or terms of the Model Agreement, the respondent shall include with the Proposal a request for required modifications to the Model Agreement. To determine whether NASA is willing to accommodate the required modifications, NASA will assess each required modification against technical goals, fairness, efficiency, and available resources. If NASA chooses not to consider the modifications, then NASA may reject the Proposal. Otherwise, NASA will contact the respondent to discuss the requested modifications as outlined in the evaluation criteria. NASA intends to treat all participants equitably, so changes to the standard provisions of the Model Agreement are not anticipated. However, NASA recognizes that some changes to implementation may be appropriate based on the specifics of a particular Proposal.

The SAA is expected to extend from the time of selection through completion of the Artemis II mission, which is currently planned to launch in 2023.

Note: Though SAAs with selectees under this AFP will be for activities primarily involving the Artemis II mission, NASA may, in its sole discretion, offer to enter into new SAAs with one or more existing partners for subsequent Artemis missions without initiating a new Announcement for Proposals.

Additionally, as Artemis missions may involve international participation, Partner may need to coordinate certain aspects of its activities with parties other than NASA.

General Conditions

NASA, a taxpayer-funded Agency, is Federally-mandated to disseminate information to the widest audience in the most timely and accurate manner possible. As a government agency, NASA is unable to co-promote, co-distribute or co-produce original content generated by the Project, but will support the Project in the manner described in this AFP, as well as inform the public of partners’ work with NASA on behalf of the Artemis program. Original content produced by a Partner that uses imagery and audio collected as part of the Project – aside from any publicly available NASA media incorporated into the content – will be owned by Partner as provided in the SAA.

Partner Eligibility and Requirements

Eligibility:

All respondents and proposals must comply with the following to be considered:

• Organization and its Proposal are consistent with NASA mission, objectives, and values.

• No requirement of Agency or personal endorsement or personnel participation in advertising or marketing by NASA, its officials or employees.

• Team led by a US based entity.

• Compliance with applicable Federal laws.

Participant Requirements:

• Performance of activities under this AFP may require access to data that is subject to export control regulations. Any proposing entity shall comply with all U.S. export control laws including Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Respondents are responsible for ensuring that all employees who will work on this proposal and any resulting agreements are eligible under export control laws, EAR, and ITAR. Any employee who is not a U.S. citizen or a permanent resident may be restricted from participating in this project if technology is restricted under export control laws, ITAR, or EAR unless the prior approval of the Department of State or the Department of Commerce is obtained.

Violations of export control limitations can result in criminal or civil penalties.

• Proposals must NOT include bilateral participation, collaboration, or coordination with China, Iran, North Korea, Sudan and Syria or any company or entity owned by any of the aforementioned countries, whether funded or performed under a no exchange of funds arrangement, unless such activities are otherwise specifically authorized by law. By submitting a proposal, respondents are certifying that the proposal does not include bilateral participation, collaboration, or coordination with the aforementioned countries or entities by NASA.

Instructions for Proposal Preparation

Interested parties or “respondents” must submit a Proposal addressing the items in this AFP in the form and manner set out herein.

General:

Proposals should describe a Project that provides viewers with a virtual spaceflight experience related to the Artemis program.

Respondents should include their plan for how their Project and their unique Project Hardware will stimulate the “national conversation” via traditional and social media.

Respondents should outline specifics of how their Project and Project Hardware can help inspire American youth in science, math, engineering, and technology (STEM) learning.

Respondents should include a schedule of key milestones in the design and development of their Project.

Although not required for this AFP, respondents may incorporate in their Program or Project various elements of NASA’s Mars exploration activities to increase public engagement in future human exploration beyond Earth and the Moon.

All information needed to submit an electronic proposal in response to this AFP is contained either in this document or the NASA Guidebook for Proposers. Information in this document supersedes and provides additional direction to that found in the NASA Guidebook for Proposers. The Guidebook can be found here, https://prod.nais.nasa.gov/pub/pub_library/srba/documents/2020_edition_Proposers_Guideb ook.pdf

Requirements:

The Proposal shall address, and will be evaluated on, the following requirements:

Requirement 1: Project Describe the proposed Project, including the anticipated content to be produced as a result of the Project. Identify and describe the manner in which the Respondent’s Project will engage the public in the Artemis story using the following four criteria:

1. Quality of imagery and audio at final audience utilization.

2. Distribution mechanisms and ability of the Project to reach large audiences to share the story of Artemis. Project should prioritize a U.S. audience, but also have a worldwide reach.

https://prod.nais.nasa.gov/pub/pub_library/srba/documents/2020_edition_Proposers_Guidebook.pdf

3. Potential for customizing experience by viewer’s digital manipulation (e.g. Virtual Reality/360 Video or interactive image manipulation).

4. Potential to enhance public understanding of the Artemis program and its missions as they pertain to human and scientific exploration of Earth’s Moon and Mars.

Documentation in the proposal that addresses these four criteria should include:

• Specific platforms on which Respondent will distribute its content.

• Specific NASA media to be used to complement media acquired by Partner-provided

Project Hardware.

• The audience(s) to whom Respondent’s Project content will be addressed.

• If the Respondent’s Project team will include international entities, the Proposal should identify these international entities and the roles they will play in the Project.

• Milestones to Project attainment and completion.

• Information on depth of potential penetration into the viewing population (e.g.

awareness of, and access to, the imagery/experience application across multiple platforms) and demonstrated track record in funding and execution of past projects.

NASA evaluators will review the Proposal and, based upon their reasonable technical opinion, determine how well it meets the goals of the four Requirement 1 criteria. A scale of 1 to 10 will be used to assess each criterion. A score of 1 will indicate the evaluator’s opinion that the Proposal does not meet the criterion, while a score of 10 will indicate the evaluator’s opinion that the Proposal fully meets the criterion. The total awarded the four criteria (maximum 40) will indicate the evaluators’ level of satisfaction that the Project will reach a large audience with quality, unique imagery, and a production that is compelling and enhances public understanding of the Artemis program and human space exploration.

Requirement 2: Project Hardware.

Identify the Respondent-provided Project Hardware to be added or integrated with Artemis Equipment, detail what the Project Hardware is, and any special requirements for its incorporation.

The Proposal should address the following four criteria with respect to the Project Hardware:

1. The dimensions, weight, power requirements, data volume, command & control, interfaces, and mounting requirements for the Project Hardware.

2. Details on the characteristics of the media to be captured by the Project Hardware and how it will be incorporated into the Project-produced content.

3. How the Project Hardware will contribute uniquely to the Project, and how the media it captures will differ from those to be collected by NASA.

4. Describe whether the Project Hardware will operate autonomously and the bandwidth required to do so, or to what extent the crew will be required to operate the Project Hardware.

Documentation in the proposal that addresses these criteria should include:

• Specifications and pictures/diagrams of the Project Hardware, and heritage of the technology including whether it is first generation, commercial-off-the-shelf, or a hybrid.

• Details on expected operation of the Project Hardware necessary to support the Project.

NASA evaluators will review the Proposal and, based upon their reasonable technical opinion, determine how well it shows evidence that the Project Hardware satisfies each of the four Requirement 2 criteria. A scale of 1 to 10 will be used to assess each criterion. A score of 1 will indicate the Proposal’s complete failure to satisfy the criterion, while a score of 10 will indicate the Proposal’s complete success at satisfying the criterion. The total awarded the four criteria (maximum 40) will indicate the evaluators’ level of satisfaction that the Project Hardware requires minimal operation by the crew; is lightweight, bandwidth and power efficient; easily integrates with the spacecraft, and produces media of unique value.

Requirement 3: Acceptance of Model Agreement.

The intent of including the Model Agreement with this AFP is for each respondent to be aware of the terms of the SAA NASA expects to enter into with the selected Partner. If there is a particular reason the respondent is not able or willing to agree to specific requirements or terms of the Model Agreement, the respondent should submit any required modifications to the Model Agreement with the Proposal. Each required modification will be assessed by the government against technical goals, fairness, efficiency, and available resources, and determine if the government is willing to accommodate the required modifications. If NASA does not wish to consider the proposed modifications then the Proposal may be rejected on that basis.

Accordingly, the Proposal should include:

• The Model Agreement completed with respondent’s name where indicated, with blanks completed, and attachments affixed, as outlined in the Model Agreement.

• If applicable, respondent should describe the modifications required as a condition to signing the Model Agreement, or indicate respondent’s willingness to sign an SAA in the form of the Model Agreement.

No points will be added or subtracted from respondent if the Proposal is returned with a completed Model Agreement or required modifications to the Model Agreement. If modifications are required, NASA may, in its discretion, choose to reach out to respondent to discuss the required modification(s), or choose to reject the Proposal from further consideration. NASA may make final selections on one or more Proposals without finalizing an SAA with each successful respondent, but NASA reserves the right to withdraw a selection if the parties are unable to finalize and sign an SAA within a reasonable period of time following selection as determined by NASA in its sole discretion.

Proposal Submission

This request has no relationship to any other NASA request. Participation in this effort is strictly voluntary. NASA is not obligated to bear any cost associated with proposal development or, if selected, those incurred by the respondent related to their responsibilities under the agreement. All proposal information shall be contained in the Proposal; exterior references are unacceptable. Respondents or respondent’s Authorized Organizational Representative will be sent an acknowledgement of the receipt of their materials. Any questions regarding this AFP should be submitted via email to the identified point of contact.

Submissions must be provided electronically in an unlocked PDF format via the NASA Solicitation and Proposal Integrated Review and Evaluation System (NSPIRES;

https://nspires.nasaprs.com/external/). Submittals should be limited to no more than ten pages (excluding the NSPIRES cover page and the Model Agreement or modifications thereto required by respondent), double-spaced, 1” margins using Times New Roman 12-point type.

Respondents must be registered with the System for Award Management (SAM;

https://sam.gov/) and have a Commercial And Government Entity (CAGE; https://cage.dla.mil/) number and Data Universal Number System (DUNS; https://www.dnb.com/duns-number.html) number in order to register their organization in NSPIRES. Respondents new to NSPIRES should visit and register with SAM, CAGE, and DUNS early in the process. Respondents are recommended to begin this process at least 15 business days before the deadline in order to complete organization registration in SAM (which is a prerequisite to registering the organization in NSPIRES). Requests for assistance in accessing and/or using NSPIRES may be directed by email to nspires-help@nasaprs.com or by telephone to 202-479-9376 Monday through Friday, 8:00 AM-5:00PM Eastern Time. FAQs may be accessed through the Proposal Online Help site at http://nspires.nasaprs.com/external/help.do. Tutorials of NSPIRES are available at http://nspires.nasaprs.com/tutorials/index.html. Submissions must be received no later than 11:59 pm Eastern time, on January 22, 2021.

Proposals submitted in response to this AFP will not be returned. Respondents are encouraged to limit the amount of Proprietary Data (defined below) included in their proposal, and only include such information that is necessary to meet the proposal requirements listed in this AFP.

Respondents must clearly mark any Proprietary Data in their proposal. For purposes of this AFP, “Proprietary Data” shall mean information set out in the proposal embodying trade secrets developed at private expense or commercial or financial information that is privileged or confidential, and that includes a clear restrictive notice, unless the information is (i) known or available from other sources without restriction, (ii) known, possessed, or developed independently, and without reference to such marked information in the proposal, (iii) made available by the owners to others without restriction, or (iv) required by law or court order to be disclosed. With respect to such Proprietary Data NASA shall:

a. Use, disclose, or reproduce such Proprietary Data only as necessary to evaluate the proposal;

b. Safeguard such Proprietary Data from unauthorized use and disclosure;

https://nspires.nasaprs.com/external/ https://sam.gov/ https://cage.dla.mil/ https://www.dnb.com/duns-number.html mailto:nspires-help@nasaprs.com http://nspires.nasaprs.com/external/help.do http://nspires.nasaprs.com/tutorials/index.html

c. Allow access to such Proprietary Data only to its employees requiring access for purposes of evaluating the proposal;

d. Except as otherwise indicated in c., preclude disclosure outside NASA;

e. Notify its employees with access about their obligations under this AFP and ensure their compliance; and

f. Dispose of such Proprietary Data after evaluation of the proposal has concluded.

Evaluation and Award Process

Evaluation:

Pre-screening: Proposals will be pre-screened for compliance with proposal requirements, including page limitations, eligibility requirements, NASA partnership agreement requirements, and format. Proposals that do not conform to the standards outlined in this AFP may be declared non-compliant and rejected without further review. Proposals that include a list of required modifications to the Model Agreement will be handled in the manner set forth above.

NASA will evaluate each of the complete proposals using the requirements and evaluation criteria listed above.

If NASA determines in its discretion that due diligence is needed with the highly rated respondents, it will be conducted via teleconferences and/or email with invited respondents that were highly rated. Not all highly rated proposals will require due diligence. If a teleconference is needed, the respondent will be provided advance notice. NASA will provide the respondent with a list of questions and/or obtain verbal clarification of information provided in the Proposal. Final Proposal ratings may be updated due to results of due diligence.

At the conclusion of successful due diligence discussions, respondents may be required to provide revised information.

Award:

After completing due diligence, NASA will present the results of the proposal evaluation to a designated Selection Official. The Selection Official will consider the scores from the technical evaluation as well as programmatic considerations, such as portfolio balance, proposed partnerships, availability of funds, international involvement, and other programmatic considerations. The Selection Official may assemble a portfolio of one or more respondents whose Proposals received the highest scores and can be supported by NASA within available resources.

Upon selection, NASA will contact each selected respondent to finalize an SAA based on the Model Agreement, and taking into account any required modifications the respondent included in its Proposal. Selection of a Proposal with required modifications does not mean NASA agrees to adopt such modifications. NASA reserves the right to withdraw a selection if the parties are not able to finalize and sign an SAA within a reasonable period of time following selection as determined by NASA in its sole discretion. All respondents who submitted complete proposals will be notified of their selection status and provided feedback. NASA reserves the right to select all, some, or none of the proposals it receives in response to this AFP.

Email inquiries to:

Email: ArtemisImageryProposal@lists.hq.nasa.gov

When appropriate, questions and responses will be posted, with identifying information removed, in a Frequently Asked Questions (FAQ) posted on the NSPIRES index page for this

AFP.

Exhibit A

Model Agreement

NONREIMBURSABLE SPACE ACT AGREEMENT

BETWEEN

THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION

AND

FOR ARTEMIS STORY PROJECT

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, located at 300 E Street SW, Washington, DC 20546 (hereinafter referred to as "NASA") and located at_____________________________________________________________________ (hereinafter referred to as "Partner" or "Partner"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

ARTICLE 2. PURPOSE

This Agreement (hereinafter referred to as the "Agreement") shall be for the purpose of enabling collaboration between NASA and Partner to support Partner in its development of original content using publicly available NASA media and information (“NASA Materials”), and as further described in the attached Schedule A (the “Project”).

In connection with the Project, Partner will provide to NASA the hardware, software and equipment (“Project Hardware”) described in Schedule B, which NASA will endeavor to incorporate into the Orion spacecraft, or other Artemis-related NASA equipment/facilities (“Artemis Equipment”) as described in Schedule C. Imagery, video, audio, data or other recordings obtained from the Project Hardware while attached to the Artemis Equipment will be referred to herein as “Project Materials.” Videos, programs or other content developed by Partner using the NASA Materials and/or Project Materials shall be referred to herein as “Project Content.”

ARTICLE 3. RESPONSIBILITIES

A. NASA will use reasonable efforts to:

1. Conduct periodic Technical Points of Contact reviews to monitor schedule, technical, and operational issues.

2. Support the Project and the development of Project Content by working with Partner to identify and provide publicly available information and imagery on NASA technology and missions related to Artemis and consult with Partner on technical accuracy and accurate treatment of NASA-related subject matter. Facilitate periodic informational exchanges between NASA and Partner to provide opportunities for Partner to interview NASA experts subject to their availability and in accordance with standard NASA processes. Partner acknowledges and agrees that using the audio recording, video clip or photographic image of any person for commercial purposes may infringe that person's right of privacy or publicity. Accordingly, Partner shall obtain a release, in a form mutually acceptable to the Parties, from all identifiable persons who appear in an audio recording, video clip or photographic image used in the Project Content or promotions for the Project Content. NASA will assist in identifying the individual.

Partner acknowledges and agrees that it bears the responsibility to obtain any necessary permission or release from said individual. Partner recognizes that NASA does not permit likenesses of current employees to be used to endorse or promote commercial products including the Project.

3. Review final Project and Project Content designs, storyboards, educational content, promotional materials, and any other content produced by Partner that utilize the NASA Materials or Project Materials for technical accuracy at a point when changes can still be made in order to facilitate accuracy and fidelity to NASA missions and content, and to ensure compliance with this Agreement.

4. Provide opportunities for access to NASA facilities and personnel in connection with creation of Project Content. Access requests to these activities must be coordinated with reasonable lead-time to allow proper clearances for access and subject to standard NASA policies and procedures.

5. Conduct, at Partner’s expense, the flight certification of Project Hardware and the integration of Project Hardware into Artemis Equipment under a separate reimbursable Space Act Agreement, and on a noninterference basis if and when mission requirements permit. NASA will furnish Partner with NASA's requirements regarding safety, integration and operations (ground and flight).

6. Provide interfaces for power and data with Artemis equipment on a noninterference basis if and when mission requirements permit, in NASA’s discretion.

7. Upmass and downmass Project Hardware on Artemis Equipment as outlined herein on a noninterference basis if and when mission requirements permit, in NASA’s discretion. The flight of the Project Hardware under this Agreement by NASA is at no charge to Partner.

8. Allocate uplink and downlink bandwidth to accommodate transfer of Project Materials and transmission of Project Hardware instructions during flight phases on a non-interference basis if and when mission requirements permit, in NASA’s discretion. Release of such Project Materials to Partner and the public both during flight and after will be subject to standard NASA review procedures and possible withholding requirements, which will include considerations of images or details of international hardware and participants which may appear in such Project

Materials. In the event transfer of Project Materials is not feasible during flight, copies of all collected Project Materials will be provided to Partner at the conclusion of the flight.

9. Allocation of crew time to perform activities in connection with the Project Hardware and collection of Project Materials on a non-interference basis if and when mission requirements permit, in NASA’s discretion.

B. Partner will use reasonable efforts to:

1. Conduct periodic Technical Points of Contact reviews to monitor schedule, technical, and operational issues.

2. Execute the Project, including the design, development and distribution of Artemis-themed Project Content to the public. The principle theme of the Project Content will be the Artemis program and the experience of exploring the Moon in preparation for exploring Mars. Artistic control of the Project Content shall rest with Partner. However, there will be periodic production reviews between Partner and NASA at NASA Headquarters or other mutually agreed locations so that NASA may have input concerning the Project’s overall direction, progress, and general themes, and to assist in assuring the Project’s factual accuracy.

2. Permit NASA to review and provide feedback on Project and Project Content designs, storyboards, educational content, promotional materials, and any other content produced by Partner which utilize the NASA Materials or Project Materials for technical accuracy. Review will be at a point when changes can still be made in order to facilitate accuracy and fidelity to NASA missions and content, and ensure compliance with this Agreement.

3. Work with NASA to incorporate the Project Hardware in the Artemis Equipment. Comply with NASA requirements for flight certification and integration of Project Hardware, which certification and integration will be provided by NASA at Partner’s expense, which expenses will be reimbursed to NASA under a separate reimbursable Space Act Agreement in NASA’s standard form. Provide or support the following as needed or as they arise in connection with the Project and the Project Hardware:

a. Participate with NASA in the modification and implementation of the required flight documentation which details technical performance requirements, design and development plans including verification of safety, reliability and interface requirements developed regarding the Project Hardware.

b. Provide content development support in the Artemis mission increment planning stages, working closely with NASA Headquarters Office of Communications, NASA Artemis program representatives, Artemis increment mission planners and flight crew to identify appropriate activities to be documented for the Project Materials, and timelines for accomplishing such activities.

c. Act as subject matter expert and provide instruction and training of designated crews and their trainers in the procedures and operation of Project Hardware equipment and malfunctions in classroom facilities or other venues as designated by NASA.

d. Collaborate with training personnel, flight procedure writers and flight team on the development of flight procedures and in-flight maintenance procedures in connection with Project Hardware and collection of Project Materials.

e. Provide all goods, services and documentation, including Project Hardware, required for flight and ground training on Project Materials collection.

f. Provide real-time technical assistance through the Artemis program team to flight control teams for inflight anomaly resolution and in re-scheduling opportunities to acquire inflight footage should planned opportunities be missed.

5. Identify to NASA in advance requests to interview NASA personnel or to access NASA facilities in connection with the Project. Access requests to these activities must be coordinated with reasonable lead time to allow proper clearances for access and subject to standard NASA policies and procedures.

6. Make a percentage of the Project Content publicly available at no cost via online or other mechanisms for the duration of this Agreement.

7. Include the following wording in the end titles or credits incorporated into the Project Content: “Produced in cooperation with the National Aeronautics and Space Administration.”

8. Provide metrics related to Project activities for use in internal NASA analytics about NASA outreach and STEM engagement partnerships.

9. Partner will be required to make whatever arrangements are legally required with NASA or NASA’s related entities for any releases or other information required in order to secure permission to publish images of any individuals or any proprietary hardware that is on the Artemis II mission.

ARTICLE 4. SCHEDULE AND MILESTONES

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

Initial informational exchange meeting between NASA and Partner. Within 14 days of signature.

Partner will provide NASA with timeline of planned Project activities. Within 21 days of signature.

Project status and informational exchange meetings. As agreed upon by Partners.

Project activities finalized. As agreed upon by Partners.

Partner provides NASA with metrics related to Project Activities. As initially agreed upon by

Partners and annually thereafter.

ARTICLE 5. FINANCIAL OBLIGATIONS

There will be no transfer of funds between the Parties under this Agreement and each Party will fund its own participation. 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 AND RISK OF LOSS

A. The objective of this Article is to establish a cross-waiver of liability in the interest of encouraging participation in the exploration, exploitation, and use of outer space. The Parties intend that the cross-waiver of liability be broadly construed to achieve this objective.

B. For purposes of this Article:

1. The term “Damage” means:

a. Bodily injury to, or other impairment of health of, or death of, any person;

b. Damage to, loss of, or loss of use of any property;

c. Loss of revenue or profits; or

d. Other direct, indirect, or consequential Damage.

2. The term “Launch Vehicle” means an object, or any part thereof, intended for launch, launched from Earth, or returning to Earth which carries Payloads, persons, or both.

3. The term “Payload” means all property to be flown or used on or in a Launch Vehicle.

4. The term “Protected Space Operations” means all Launch Vehicle or Transfer Vehicle activities and Payload activities on Earth, in outer space, or in transit between Earth and outer space in implementation of an agreement for launch services. Protected Space Operations begins at the signature of this Agreement and ends when all activities done in implementation of this Agreement are completed. It includes, but is not limited to:

a. Research, design, development, test, manufacture, assembly, integration, operation, or use of Launch Vehicles or Transfer Vehicles, Payloads, or instruments, as well as related support equipment and facilities and services; and

b. All activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services.

“Protected Space Operations” excludes activities on Earth that are conducted on return from space to develop further a Payload’s product or process for use other than for the activities within the scope of an agreement for launch services.

5. The term “Related Entity” means:

a. A contractor or subcontractor of a Party at any tier;

b. A user or customer of a Party at any tier; or

c. A contractor or subcontractor of a user or customer of a Party at any tier.

The terms “contractor” and “subcontractor” include suppliers of any kind.

The term “Related Entity” may also apply to a State, or an agency or institution of a State, having the same relationship to a Party as described in paragraphs B.5.a. through B.5.c. of this Article, or otherwise engaged in the implementation of Protected Space Operations as defined in paragraph B.4. above.

6. The term “Transfer Vehicle” means any vehicle that operates in space and transfers Payloads or persons or both between two different space objects, between two different locations on the same space object, or between a space object and the surface of a celestial body. A Transfer Vehicle also includes a vehicle that departs from and returns to the same location on a space object.

C. Cross-waiver of liability:

1. Each Party agrees to a cross-waiver of liability pursuant to which each Party waives all claims against any of the entities or persons listed in paragraphs C.1.a. through C.1.d. of this Article based on Damage arising out of Protected Space Operations. This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations. The cross-waiver shall apply to any claims for Damage, whatever the legal basis for such claims, against:

a. The other Party;

b. A party to another NASA agreement that includes flight on the same

Launch Vehicle;

c. A Related Entity of any entity identified in paragraphs C.1.a. or C.1.b. of this Article; or

d. The employees of any of the entities identified in paragraphs C.1.a.

through C.1.c. of this Article.

2. In addition, each Party shall extend the cross-waiver of liability, as set forth in paragraph C.1. of this Article, to its own Related Entities by requiring them, by contract or otherwise, to:

a. Waive all claims against the entities or persons identified in paragraphs C.1.a. through C.1.d. of this Article; and

b. Require that their Related Entities waive all claims against the entities or persons identified in paragraphs C.1.a. through C.1.d. of this Article.

3. For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of claims arising from the Convention on International Liability for Damage Caused by Space Objects, which entered into force on September 1, 1972, where the person, entity, or property causing the Damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

4. Notwithstanding the other provisions of this Article, this cross-waiver of liability shall not be applicable to:

a. Claims between a Party and its own Related Entity or between its own Related Entities;

b. Claims made by a natural person, his/her estate, survivors, or subrogees (except when a subrogee is a Party to this Agreement or is otherwise bound by the terms of this cross-waiver) for bodily injury to, or other impairment of health of, or death of, such person;

c. Claims for Damage caused by willful misconduct;

d. Intellectual property claims;

e. Claims for Damage resulting from a failure of a Party to extend the cross-waiver of liability to its Related Entities, pursuant to paragraph C.2. of this Article; or

f. Claims by a Party arising out of or relating to another Party’s failure to perform its obligations under this Agreement.

5. Nothing in this Article shall be construed to create the basis for a claim or suit where none would otherwise exist.

D. To the extent that activities under this Agreement are not within the definition of “Protected Space Operations,” defined above, the following unilateral waiver of claims applies to activities under this Agreement.

1. Partner hereby waives any claims against NASA, its employees, its related entities, (including, but not limited to, contractors and subcontractors at any tier, grantees, investigators, customers, users, and their contractors and subcontractors, at any tier) and employees of NASA’s related entities for any injury to, or death of, Partner employees or the employees of Partner’s 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.

2. 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, its related entities, and employees of NASA and employees of NASA’s related entities for injury, death, damage, or loss arising from or related to activities conducted under this Agreement.

ARTICLE 9. LIABILITY AND RISK OF LOSS - 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. 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…