AFLCMC CPSP CSO.docx

AFLCMC Cloud Productivity Suite Pilot (CPSP) Commercial Solutions Opening (CSO)

The Air Force Life Cycle Management Center (AFLCMC) Cyber and Networks Directorate at Hanscom AFB, MA will utilize this CSO for specific future requirements. This CSO may lead to FAR Part 12 or Other Transactions. This posting of the CSO does not commit the Government to contract for any supply or service whatsoever. No funding is currently available for the CSO.

SECTION I: INTRODUCTION, BACKGROUND, AND SCOPE

A. BACKGROUND

The AFLCMC Cloud Productivity Suite Pilot (CPSP) Commercial Solutions Opening (CSO) seeks white paper submittals from vendors which detail their approach to providing an integrated productivity suite/cloud tenant/operating system offering to the DAF IT enterprise, including providing alternative services and integrations for productivity suites. This is a competitive solicitation posted on this Government Point of Entry (GPE) www.sam.gov through November 2026. The CSO authority is 10 U.S.C. 3458, implemented by DFARS Subpart 212.70, for the acquisition of innovative commercial products or commercial services.

Per 10 U.S.C. 3458, innovative products/services competitively selected by peer review of proposals resulting from a general solicitation (e.g., this CTP CSO) are considered commercial notwithstanding the definition under FAR Subpart 2.101. The use of a CSO is permanently authorized by section 803 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2022 (Pub. L. 117-81) codified at 10 U.S.C 3458.

The DAF Enterprise IT branch is interested in innovative technologies and services related to the areas of interest listed below. Submissions should identify innovative solutions that fill capability needs related to secure cloud instances, a comprehensive productivity suite, and hardware solutions like laptops that support seamless integration for DAF-wide adoption. This is essential to ensure that all Air Force personnel have access to reliable, secure, and efficient IT tools that meet their unique operational needs. The level of detail provided for each topic or the order in which they appear is not intended to convey any information regarding relative priority.

There are no specific Technology Readiness Level (TRL) requirements for proposed projects. However, proposed prototypes or solutions should be at a high enough TRL to enable the assessment of the viability, technical feasibility, application, or military utility of the proposed solution and support a rapid transition into operations and scaling to the DAF. The end prototype or solution must be Impact Level 5 (IL5) approved by the end of this effort at minimum.

The Government reserves the right to fund all, some, one or none of the proposals submitted; may elect to fund only part of a submitted proposal; and may incrementally fund any or all awards under this CSO. All awards are subject to the availability of funds.

B. OBJECTIVES

· Execute a rapid, competitive pilot that provides an IL5 scalable alternative to integrated productivity suite and enterprise workplace tools (DAF365/Office)

· Pilot tenant program established and operating with test users operating real-world in alternative solution

C. SCOPE/AREAS OF INTEREST

DAF Enterprise IT branch intends to fund successful efforts in Fiscal Year 2026 (FY26) with periods of performance in the range of 1-5 years. Exceptions may be considered for individual projects based on technological maturity or operational need.

Individual contracts are expected to be funded in the range of $500,000-$4,000,000 over the full period of performance, yet these numbers should not be considered strict limits.

Proposals aimed at the higher end of this funding range will only be accepted if they demonstrate the ability to deliver capable, innovative solutions that directly impact the DAF enterprise IT mission and offer cost savings or improved efficiencies in current processes or procedures. Topics for each capability area are detailed below.

Topic 1: Secure Collaborative & Productivity Platform - Innovative and resilient cloud-native solutions for a comprehensive productivity and collaboration suite that can operate at scale within a high-security Department of the Air Force (DAF) environment. This topic includes:

· Core productivity applications for real-time and asynchronous creation and collaboration, including word processing, spreadsheets, and presentations.

· Integrated communication tools, including enterprise email, calendaring, and persistent chat/messaging functionalities.

· Cloud-based file storage, synchronization, and secure sharing capabilities with granular access controls.

· Solutions for task and project management that integrate with core communication and productivity tools.

· A framework for modular and vendor-agnostic generative AI integration, enabling the DAF to leverage best-of-breed AI tools rather than being locked into a single provider's ecosystem.

· Development of a user-centric interface and experience (UI/UX) that promotes rapid adoption and minimizes training requirements for a diverse user base.

Topic 2: IL5 Accreditation & Zero Trust Security Architecture - Solutions, methodologies, and architectures to achieve and maintain Impact Level 5 (IL5) authorization and ensure a resilient, defensible, and multi-vendor technology environment. This topic includes:

A. Application of Zero Trust principles to the productivity suite, including identity and access management, device validation, and network micro-segmentation.

B. Development of a continuous monitoring and compliance framework to maintain security posture against emerging threats.

C. Secure data handling methodologies for information classified up to and including Controlled Unclassified Information (CUI).

D. Innovative solutions for identity federation and single sign-on (SSO) that can integrate with existing DAF identity providers.

E. Methods for data residency and controls that ensure DAF data remains within compliant and authorized geographic boundaries.

F. Modeling and demonstration of enhanced resilience by mitigating single points of failure inherent in a single-vendor enterprise environment.

Topic 3: Enterprise Integration, Scalability, & Data Portability - Innovative solutions for the seamless integration, enterprise-wide scaling, and long-term management of a competitive productivity platform, directly addressing the risks of strategic vendor lock-in. This topic includes:

· Development of robust APIs and integration points to connect with existing DAF systems of record and third-party applications.

· Methodologies and tools for large-scale, low-friction user migration, including the automated transfer of emails, files, and calendars from the incumbent Microsoft Office 365 system.

· Architectures that demonstrate cost-effective scalability from a pilot group to millions of enterprise users.

· Solutions that ensure data portability and interoperability, guaranteeing the DAF can extract and transition its data to alternative platforms in the future with minimal disruption.

· Development of a unified administrative console for managing users, groups, security policies, and application settings across the alternative suite.

· Cost-modeling and analysis tools to provide transparent, predictable licensing and consumption costs, enabling effective budget forecasting and negotiation leverage for the DAF.

SECTION II: GUIDELINES FOR WHITE PAPERS

The AFLCMC CPSP CSO will be open continuously for 12 months. White papers will be accepted as long as the CSO remains open. The Government reserves the right to award an OT under 10 U.S.C 4022 agreement, or award a FAR Part 12 contract, or award no contract/agreement instrument at all, as a result of this solicitation. Interested parties are encouraged to review 10 U.S.C. 4022, to include 10 U.S.C 4022(f), regarding award of transactions for prototype projects and possible follow-on production transactions or contracts subject to successful completion of prototype projects awarded using competitive procedures.

The Government will not be obligated to pay offerors for responding to the CSO or any follow-on proposal activity. The Government reserves the right to award all, part or none of the proposals received.

The Government may add any number of areas of interest (AOIs) against this CSO’s AOIs at any time within the fiscal year. Interested offerors are encouraged to frequently check this CSO Solicitation on beta.sam.gov for new AOIs.

If the Government chooses to award a FAR 12 contract, vendor receiving the award will be sent a draft copy of the award that includes all clauses and terms and conditions to give the vendor an opportunity to provide feedback prior to finalizing the award.

Offerors should follow the Submittal Instructions provided in Attachment 1. General guidelines are as follows:

1. Unnecessarily elaborate brochures or proposals are not desired.

2. Use of diagram(s) or figure(s) to depict the essence of the proposed solution is strongly encouraged.

3. Offerors may submit multiple white papers to any single AOI if each submission represents a separate and distinct concept. Individual white papers may only address one concept based on the stated AFLCMC CPSP CSO AOI.

4. Technical data with military application may require approval, authorization, or license for lawful exportation.

5. All white papers and proposals shall be unclassified. White papers and proposals containing proprietary information that is not to be disclosed to the public for any purpose or used by the Government except for evaluation purposes shall include the following general disclaimer on the cover page:

“This [select one: white paper or proposal] includes proprietary information that shall not be disclosed outside the Government, except to non-Government personnel for evaluation purposes, and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this submission. If, however, an agreement is awarded to this Offeror as a result of -- or in connection with – the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent agreed upon by both parties in the resulting agreement. This restriction does not limit the Government's right to use information contained in this proprietary information if it is legally obtained from another source without restriction. The data subject to this restriction are contained in sheets [insert numbers or other identification of sheets]”

6. Submissions shall be submitted electronically.

7. Submissions sent through other mediums, channels, and/or after the prescribed open period has ended will not be considered, reviewed nor evaluated.

SECTION III: SUBMISSION INFORMATION

The AFLCMC CPSP CSO will be open for a minimum of 12 months, ending 31 October 2026, with the option to extend the opening by review of the PCO. The term of the CSO may be amended by the program office at any point following an internal review of the CSO. Agreements issued off of this CSO will have a standard set of term(s) and conditions, called articles, as provided below in Section V. Individual actions may include specific terms and conditions based on need and as agreed between the Government and the vendor.

Interested vendors should submit white pages to the government that outline their solution to satisfying the technical requirements listed below in Section IV. The government will then notify the vendor if they have been selected to submit a proposal. Proposals will include a technical proposal, a price proposal, and a statement of work. Details on what should be included during each step of the submittal process can be found in Attachment 1, Submittal Instructions.

Funds are not presently available for this CSO. The Government’s obligation under this CSO is contingent upon the availability of appropriated funds from which payment for CSO purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Agreement/Contracting Officer for subsequent AOIs until the contractor or awardee(s) receives notice of such availability, to be confirmed in writing by the Agreement/Contracting Officer.

Restrictive notices notwithstanding, during the evaluation process, submissions may be handled by Government-contracted Non-Government advisors for administrative purposes and/or to assist with technical evaluation(s) (i.e., government support contractors). These government support contractors are expressly prohibited from business lines competing in the CSO AOI and are bound by appropriate NDA submissions. The original of each submission received will be retained and all other non-required copies destroyed. A certification of destruction may be requested, provided the formal request is received by the contracting office within 5 days after notification that the proposal was not selected.

In order to receive an award, offerors must:

· Have a Unique Entity Identifier (UEI) number and must register in the System for Award Management (SAM) prior to receiving an award or agreement.

· Register in the DoD WAWF (Wide Area Workflow) invoicing system: https://piee.eb.mil/xhtml/unauth/help/newuser.xhtml

· Represent their small business size and status as required in the solicitation.

· Be determined to be responsible by the Contracting/Agreements Officer and must not be suspended or debarred from award by the Federal Government nor be prohibited by Presidential Executive Order and/or law from receiving an award.

SECTION IV: EVALUATION CRITERIA Comment by CARLSON, SIGURD E JR CTR USAF AFMC AFLCMC/HNI-ES: In this section, we make some reference to the incumbent technology, such as Microsoft Outlook, but not others, such as SharePoint and MS Office Productivity Suite. Should we? Comment by WORSHAM, MASON R Capt USAF AFMC AFLCMC/HNIK: If we are going to be comparing responses to those products, it may be good to list them. This section should accurately describe how we are evaluating each white paper we receive.

The pilot will assess the alternative solution against the incumbent capability based on the following core technical capability areas and constraints. Technical capability will be the most important evaluation factor. Price will be evaluated to ensure that the price is fair and reasonable and that the proposed solution is within the government’s budget. The technical team will evaluate white papers and any subsequent proposals against the criteria below.

· E-mail:

· Evaluation Metric: Assess feature parity between the alternative client and the Microsoft Outlook client. The alternative must provide equivalent user experience and offer the same critical functions for retention, auditing, folder creation, and offline viewing.

· Instant Communication (Chat & Conferencing):

· Evaluation Metric: Test for direct interoperability between alternative chat/conferencing capability platforms and Microsoft Teams. If direct interoperability is not feasible, evaluate the operational impact and user experience of segmenting the user base across different platforms.

· Collaboration & File Sharing:

· Evaluation Metric: Critically assess if the alternative file sharing system is a viable option. Testing must identify and prove a technical and procedural path forward for either interoperability with SharePoint and OneDrive or a phased migration with existing file systems.

· Calendar:

· Evaluation Metric: Verify the depth and reliability of interoperability between proposed solution and existing Outlook use case. Ensure all common and required scheduling features, resource booking, and meeting management functions operate seamlessly across both platforms.

· Productivity Suite (Word Processing, Spreadsheets, Presentations):

· Evaluation Metric: Test the fidelity and reliability of interoperability between office software productivity suites. The evaluation will measure any data loss, formatting degradation, or functionality gaps when opening, editing, saving, and collaborating on Microsoft Office-native documents within the alternative's proposed solution.

SECTION V: ARTICLES

Articles under this section are applicable to all awards made off of the AFLCMC ADRR CSO. The articles may be tailored for specific awards and awards may incorporate additional articles depending on the program requirements. Some articles, like Article V and Article VI, require fill-ins to be provided by the offeror and the Government. Instructions on how to complete fill-ins are italicized within the Article.

Article I: Ombudsman

(a) Before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the Agreements officer for resolution. Consulting an ombudsman does not alter or postpone the timelines for any other processes.

(b) If resolution cannot be made by the Agreements officer, the interested party may contact the ombudsman.

PAUL W. TINKER, Lt Col, USAF Deputy Director, Acquisition Excellence & Program Execution Directorate

AFLCMC/AQ-AZ

Office: 937-255-5512 (DSN: 785-5512) Cell: 937-477-8852

Concerns, issues, disagreements, and recommendations that cannot be resolved at the Center/MAJCOM/DRU/SMC ombudsman level, may be brought by the interested party for further consideration to the Department of the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number (571) 256-2395, facsimile number (571) 256-2431.

(c) The ombudsman has no authority to render a decision that binds the agency.

(d) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Agreements Officer.

Article II: Patent Rights

A. Allocation of Principal Rights

1. Unless the Performer shall have notified The Department of the Air Force (DAF), in accordance with subparagraph B.2 below, that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article.

2. With respect to any Subject Invention in which the Performer retains title, DAF shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States the Subject Invention throughout the world.

B. Invention Disclosure, Election of Title, and Filing of Patent Application

1. The Performer shall disclose each Subject Invention to DAF within four (4) months after the inventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to DAF shall be in the form of a written report and shall identify the Agreement and circumstances under which the Invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the Invention. The disclosure shall also identify any publication, sale, or public use of the invention and whether a manuscript describing the Invention has been submitted and/or accepted for publication at the time of disclosure.

2. If the Performer determines that it does not intend to retain title to any such Invention, the Performer shall notify DAF, in writing, within eight (8) months of disclosure to DAF. However, in any case where publication, sale, or public use has initiated the one-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DAF to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.

3. The Performer shall file its initial patent application on a Subject Invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Performer may elect to file patent applications in additional countries, including the European Patent Office and the Patent Cooperation Treaty, within either ten (10) months of the corresponding initial patent application or six (6) months after the date permission is granted by the Commissioner for Patents to file foreign patent applications, where such filing had previously been prohibited by a Secrecy Order.

4. The Performer shall notify DAF of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

5. Requests for extension of the time for disclosure election, and filing under this Article, may be granted at DAF’s discretion after considering the circumstances of the Performer and the overall effect of the extension.

6. The Performer shall submit to DAF annual listings of Subject Inventions. At the completion of the Agreement, the Performer shall submit a comprehensive listing of all subject inventions identified during the course of the Agreement and the current status of each.

C. Conditions When the Government May Obtain Title

Upon Department of the Air Force’s written request, the Performer shall convey title to any Subject Invention to The Department of the Air Force under any of the following conditions:

1. If the Performer fails to disclose or elects not to retain title to the Subject Invention within the times specified in Paragraph B of this Article; however, DAF may only request title within sixty (60) calendar days after learning of the failure of the Performer to disclose or elect within the specified times;

2. In those countries in which the Performer fails to file patent applications within the times specified in Paragraph B of this Article; however, if the Performer has filed a patent application in a country after the times specified in Paragraph B of this Article, but prior to its receipt of the written request by DAF, the Performer shall continue to retain title in that country; or

3. In any country in which the Performer decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a Subject Invention.

D. Minimum Rights to the Performer and Protection of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title, except if the Performer fails to disclose the Subject Invention within the times specified in Paragraph B of this Article. The Performer’s license extends to its domestic subsidiaries and affiliates, including Canada, if any, and includes the right to grant licenses of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded. The license is transferable only with the approval of DAF, except when transferred to the successor of that part of the business to which the Subject Invention pertains. DAF approval for license transfer shall not be unreasonably withheld.

2. The Performer’s domestic license may be revoked or modified by DAF to the extent necessary to achieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 C.F.R. Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer has achieved practical application and continues to make the benefits of the Subject Invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of DAF to the extent the Performer, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

3. Before revocation or modification of the license, DAF shall furnish the Performer a written notice of its intention to revoke or modify the license, and the Performer shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

E. Action to Protect the Government’s Interest

1. The Performer agrees to execute or to have executed and promptly deliver to DAF all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Performer elects to retain title, and (ii) convey title to DAF when requested under Paragraph C of this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention

2. The Performer agrees to require by written agreement with its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Performer each Subject Invention made under this Agreement in order that the Performer can comply with the disclosure provisions of Paragraph B of this Article. The Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars.

3. The Performer shall include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement:

This invention was made with Government support under Agreement/Contract No. (Insert award number), awarded by DAF. The Government has certain rights in the invention.

F. Lower Tier Agreements

The Performer shall include this Article, suitably modified, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

G. Reporting on Utilization of Subject Inventions

1. The Performer agrees to submit, during the term of the Agreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization that are being made by the Performer or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Performer, and such other data and information as the agency may reasonably specify. The Performer also agrees to provide additional reports as may be requested by DAF in connection with any march-in proceedings undertaken by DAF in accordance with Paragraph I of this Article. DAF agrees it shall not disclose such information to persons outside the Government without permission of the Performer, unless required by law.

2. All required reporting shall be accomplished, to the extent possible, using the i-Edison reporting website: https://www.nist.gov/iedison. To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the AO and Administrative Agreements Officer (AAO), where one is appointed.

H. Preference for American Industry

Notwithstanding any other provision of this article the Performer agrees that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States unless such person agrees that any product embodying the Subject Invention or produced through the use of the subject invention shall be manufactured substantially in the United States. However, in individual cases, the requirements for such an agreement may be waived by DAF upon a showing by the Performer that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any Subject Invention in which it has retained title, DAF has the right to require the Performer, an assignee, or exclusive licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DAF has the right to grant such a license itself if DAF determines that:

1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the Subject Invention;

2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or

4. Such action is necessary because the agreement required by Paragraph H of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any Subject Invention in the United States is in breach of such Agreement.

Article III: Termination

The Government may terminate this Agreement by written notice to the Performer, provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. If the Performer decides to request termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article V, Data Rights. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article VII, Disputes.

The Government may also unilaterally terminate performance of work under this Agreement or a project funded under this Agreement, in whole or in part, based on a reasonable determination that the Agreement/Project will not produce beneficial results commensurate with the expenditure of resources. The USG may terminate this Agreement, in whole or in part, if the Government determines that a termination is in the USG's best interest. The Government shall terminate by delivering a Notice-of Termination specifying the extent of termination and the effective date.

After receipt of a Notice of Termination, and except as directed by the Government, the CAO shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

1. Stop work and direct Awardees to stop work as specified in the notice.

2. Place no further projects or orders for materials, services, or facilities, except as necessary to complete the continued portion of the Agreement or project.

3. Terminate all orders to the extent they relate to the work terminated.

4. With approval or ratification to the extent required by the Government, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders. The approval or ratification will be final.

5. As directed by the Government, obtain from the Awardee under the terminated portion of the Agreement a transfer of title to the following. where applicable and deliver to the USG: The fabricated or unfabricated payments, work in process, completed work, supplies, other material produced or acquired for the work terminated, completed or partially completed plans, drawings, information, and other property that, if the order had been completed, would have been required to be furnished to the USG.

6. Complete performance of any work not terminated, if applicable.

7. Take any action that may be necessary, or that the Government may direct, for the protection and preservation of the property related to the Agreement or any projects hereunder that is in the possession of the Awardee(s) and in which the USG has or may acquire an interest.

8. Use its best efforts to sell, as directed or authorized by the Government, any property of the types referred to under Property Article, provided that the contractor or awardee(s)

(A) is not required to extend credit to any purchaser; and

(B) may arrange for the Awardee(s) who were performing the terminated work to acquire the property under the conditions prescribed by, and at prices approved by the Government. The proceeds of any transfer or disposition of property will be applied to reduce any payments to be made to the USG under that particular project.

Termination Costs. The USG, and the Awardees will negotiate in good faith an equitable reimbursement for work performed toward accomplishment of the task(s) of Projects. The USG will allow full credit for the USG share of the obligations properly incurred by the contractor or the awardee(s) prior to termination. Costs incurred by Awardees during a suspension or after termination of a Project are not allowable unless the Agreements Officer/Contracting Officer expressly authorizes them in either the notices of suspension, termination, or subsequent notice. Other Awardee costs incurred during a suspension or after termination which are necessary and reasonably unavoidable are allowed if:

1. The fees which result from obligations which were properly earned by the contractor or the awardee(s) or costs properly incurred by the Awardee before the effective date of the suspension or termination, are not in anticipation of it, and in the case of a termination, are noncancellable; and

2. The costs would be allowable if the Project was not suspended or the award expired normally at the end of the funding period in Which the termination takes effect.

Article IV: Data Rights

A. Allocation of Principal Rights

1. The Government expects technical data and the rights in that data customarily provided to the public with a commercial product or process.

B. Marking of Data

Pursuant to Paragraph A above, any Data delivered under this Agreement shall be marked with the following legend:

Use, duplication, or disclosure is subject to the restrictions and will be pursuant to an agreement issued off of this CSO as stated in Agreement [INSERT AGREEMENT/CONTRACT NUMBER] between the Government and the Performer.

C. Lower Tier Agreements

The Performer shall include this Article, suitably modified to identify the Parties, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

Article V: Obligation and Payment

The publication of the AFLCMC CPSP CSO is not authorization to begin performance for any effort and in no way obligates the Government for any costs incurred by the Offeror associated with developing a white paper. Funds are not presently available for this effort. No award or agreement will be made until funds are available. The Government reserves the right to cancel the AFLCMC CPSP CSO at any time.

A. Obligation

The Government’s liability for making payments to the Performer is limited to only those funds obligated under an agreement or modification to an agreement made as a result of this CSO. The Department of the Air Force may obligate funds in full or incrementally.

B. Payments.

1. The Parties agree that fixed payments will be made for the completion of milestones. These payments reflect value received by the Government toward the accomplishment of the research goals of this Agreement.

2. The Performer shall document the accomplishments of each milestone by submitting or otherwise providing the Milestones Report. Details on this report will be provided by the Government if the Government chooses to request a proposal. The Performer shall submit one (1) copy of all invoices to the Government for payment approval. After written verification of the accomplishment of the milestone by the DAF AOR, and approval by the AO/PCO, the Performer will submit their invoice through Wide Area Work Flow (WAWF), as detailed in final contract/agreement.

3. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

4. Limitation of the Government Obligations: In no event shall the Government's financial liability exceed the amount obligated under any agreement. Awardee's liability shall not exceed committed funding on agreement or per milestone. Nothing in this Article shall be construed to create the basis of a claim or suit where none would otherwise exist. The Government does not contemplate any unusually hazardous risks being associated with the awarded projects.

5. Payments will be made by the Defense Finance and Accounting Services office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoD’s goal of moving to a paperless acquisition process. Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents required to process the contracting or financial action. It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-refutable proof that the user electronically signed the document with the contents. Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating unmatched disbursements and making all documentation required for payment easily accessible.

6. The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated in System for Award Management (SAM) at http://www.sam.gov and (ii) register to use WAWF–RA at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step-by-step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the 2-in-1 format when processing invoices. The Performer shall maintain an active registration for “All Awards” in System for Award Management (SAM) throughout the life of the award. The Performer should submit a copy of the AOR approval of the milestone, as well as a copy of the milestone report, with each invoice. For WAWF Payment and Invoicing Support, email DAFInvoices@DAF.mil or contact WAWF help desk at 866-618-5988 or email disa.global.servicedesk.mbx.eb-ticket-requests@mail.mil.

7. The Performer shall maintain adequate records to account for all funding under this Agreement. The Performer’s relevant financial records are subject to examination or audit on behalf of DAF by the Government for a period not to exceed three (3) years after expiration of the term of this Agreement. The AO/PCO or designee shall have direct access to sufficient records and information of the Performer, to ensure full accountability for all funding under this Agreement. Such audit, examination, or access shall be performed during business hours on business days upon prior written notice and shall be subject to the security requirements of the audited party.

8. To the extent that the total government payments under the Agreement exceed $5,000,000, the Comptroller General of the United States, in its discretion, shall have access to and the right to examine records of any party to the Agreement or any entity that participates in the performance of this Agreement that directly pertain, to and involve transactions relating to, the Agreement for a period of three (3) years after final payment is made. This requirement shall not apply with respect to any party to this Agreement or any entity that participates in the performance of the Agreement, or any subordinate element of such party or entity, that, in the year prior to the date of the Agreement, has not entered into any other contract, grant, cooperative agreement, or other transaction agreement that provides for audit access to its records by a government entity in the year prior to the date of this Agreement. This paragraph only applies to any record that is created or maintained in the ordinary course of business or pursuant to a provision of law. The terms of this paragraph shall be included in all sub-agreements/contracts to the Agreement.

Article VI: Disputes

A. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any disagreement, claim or dispute between The Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the Director of Contracting, Air Force Life Cycle Management Center in the interests of justice waives this requirement.

3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the AFLCMC Senior Procurement Executive and senior executive, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The AFLCMC Senior Procurement Executive and the senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon written request to the Deputy Director of Contracting, Air Force Life Cycle Management Center, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The Deputy Director of DAF may elect to conduct this review personally or through a designee or jointly with a senior executive, appointed by the Performer. Following the review, the Deputy Director of DAF or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law shall be final and binding.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of DAF funding disbursed as of the time the dispute arises. In no event shall DAF be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

Article VII: Safeguarding Covered Defense Information and Cyber Incident Reporting A. Background Protection of Covered Defense Information (CDI), to include Controlled Unclassified Information (CUI) and Controlled Technical Information (CTI), is of paramount importance to DAF and can directly impact the ability of DAF to successfully conduct its mission. Therefore, this Article requires the performer to protect CDI that resides on the performer’s information systems. This article also requires the performer to rapidly report any cyber incident involving CDI.

B. Safeguarding CDI The performer shall implement NIST Special Publication (SP) 800-171 Rev. 2 or as authorized by the Agreements Officer for CUI and CTI that resides on the performer’s information systems. Consistent with NIST SP 800-171 Rev. 2, implementation may be tailored to facilitate equivalent safeguarding measures used in the performer systems and organization. Any suspected loss or compromise of CDI that resides on the performer’s information systems shall be considered a cyber incident and require the performer to rapidly report the incident to DAF in accordance with paragraph C below.

C. Cyber Incident Reporting

When the Performer discovers a cyber incident that affects a covered information system or the covered defense information residing therein, or that affects the performer’s ability to perform the requirements of the contract that are designated as operationally critical support and identified in the contract, the Performer shall—

(i) Conduct a review for evidence of compromise of covered defense information, including, but not limited to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, information systems on the Contractor’s network(s), that may have been accessed as a result of the incident in order to identify compromised covered defense information, or that affect the Contractor’s ability to provide operationally critical support; and

(ii) Rapidly report cyber incidents to DoD at https://dibnet.dod.mil.

Cyber incident report. The cyber incident report shall be treated as information created by or for DoD and shall include, at a minimum, the required elements at https://dibnet.dod.mil.

Medium assurance certificate requirement. In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD-approved medium assurance certificate to report cyber incidents. For information on obtaining a DoD-approved medium assurance certificate, see https://public.cyber.mil/eca/

D. Public Release All information and data covered by this Article must be reviewed and approved by DAF prior to any public release.

E. Lower Tier Agreements The performer shall include this Article in all subcontracts or lower tier agreements, regardless of tier, for work performed in support of this Agreement.

F. Definitions “Adequate security” means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

“Compromise” means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

“Contractor attributional/proprietary information” means information that identifies the contractor(s), whether directly or indirectly, by the grouping of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company.

“Controlled technical information” means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

“Covered contractor information system means an unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information.

“Covered defense information” means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Attachment Registry at http://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is—

(1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract.

“Cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

“Forensic analysis” means the practice of gathering, retaining, and analyzing computer-related data for investigative purposes in a manner that maintains the integrity of the data.

“Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

“Malicious software” means computer software or…