Attachment 016 - MTC Sample SLA.docx

Attachment 016 – MTC - Sample SLA Distribution Statement A. Approved for public release: distribution is unlimited.

PEO GCS OPSEC# OPSEC-2026-232

[INSERT] ______

Army ______

SPECIAL LICENSE AGREEMENT

FOR

MOBILE TACTICAL CANNON

TECHNICAL DATA AND COMPUTER SOFTWARE

This Special License Agreement (“Agreement”) is between the U.S. Government, through the Army Contracting Command – Detroit Arsenal (hereinafter referred to as “GOVERNMENT”), and [INSERT] (“LICENSOR”) (collectively, the “Parties”). This Agreement will be executed by both LICENSOR and GOVERNMENT and is integrated into and made a part of Other Transaction Agreement No. W19CH-26-X-XXXX (the “OTA”).

WHEREAS, LICENSOR submits this specially negotiated license agreement (SLA) with its proposal in response to the Request for Prototype Proposals (RPP) for Mobile Tactical Cannon (MTC) issued on [DATE]; and

WHEREAS, LICENSOR has developed Data relating to the MTC; and

WHEREAS, LICENSOR enters into this specially negotiated license agreement to grant the Government Specially Negotiated License Rights in such Data; and

WHEREAS, the Government states that it is authorized by law including Title 10 of the U.S. Code § 2386 to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, promises and conditions set forth herein, LICENSOR and the Government hereby agree to the following:

ARTICLE 1- DEFINITIONS

1.1 “Data” means commercial or other than commercial computer software and computer software documentation as defined in DFARS 252.227-7014 (AUG 2025) and technical data as defined in DFARS 252.227-7013 (AUG 2025).

1.2 “Effective Date” means the date on which the last executing signature on this Agreement has been executed by a duly authorized official of LICENSOR or Government.

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

1.4 “Government Purpose Rights” (GPR) means the rights to –

(i) use, modify, reproduce, release, perform, display, or disclose Data within the Government without restrictions; and

(ii) release or disclose Data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display or disclose that Data for Government Purpose(s).

1.5 “Government Data” means Data the Government has developed independent from the OTA or the OTA’s Follow-on Award.

1.6 “Limited Rights” means those rights as defined under DFARS 252.227-7013(a) (AUG 2025).

1.7 “Restricted Rights” means those rights as defined under DFARS 252.227-7014(a) (AUG 2025).

1.8 “MTC” means the Mobile Tactical Cannon configuration(s) delivered under OTA W912CH-26-X-XXXX or the OTA’s Follow-On Award.

1.9 “MTC Data” means LICENSOR’S Data that is either embodied in the MTC or delivered under the OTA or the OTA’s Follow-on Award. MTC Data does not include the Government’s Data.

1.10 “OTA’s Follow-on Award” means the follow-on production contract or agreement to the OTA as authorized under 10 U.S.C. §4022(f).

1.11 “Specifically Negotiated License Rights” means those rights described in DFARS 252.227-7013(c)(4)(AUG 2025) and DFARS 252.227-7014(c)(4) (AUG 2025) and specifically defined in this Agreement.

1.12 “Unlimited Rights” means the rights to use, modify, reproduce, perform, display, release or disclose Data in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

ARTICLE 2 – LICENSE TERM

2.1 The term of this Agreement is effective upon the Effective Date and shall continue until terminated or revoked. The term(s) for specific license grants shall begin on the dates provided under Article 3.

ARTICLE 3 – GRANTS AND CONVENANTS

3.1 Option 1. Engineering Data for Provisioning (EDFP) (PPA Para. 11.1).

Upon the Government’s exercise of Option 1, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.1.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.2 Option 2. Manuals and Other OMIT Data (PPA Para. 11.2).

Upon the Government’s exercise of Option 2, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.2.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.3 Option 3. Data for Modular Open Systems Approach (MOSA) and Modular System Interfaces (PPA Para 11.3).

Upon the Government’s exercise of Option 3, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.3.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.4 Option 4. Lightweight Vehicle CAD Model (PPA Para. 11.4).

Upon the Government’s exercise of Option 4, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.4.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.5 Option 5. Data for Fire Control System (PPA Para. 11.5.1).

Upon the Government’s exercise of Option 5, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.5.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.6 Option 6. Data for Cannon Assembly (PPA Para. 11.5.2).

Upon the Government’s exercise of Option 6, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.6.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.7 Option 7. Data for Human-Machine Interfaces (PPA Para. 11.5.3).

Upon the Government’s exercise of Option 7, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.7.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.8 Option 8. Data for Electric Power Systems (PPA Para. 11.5.4).

Upon the Government’s exercise of Option 8, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.8.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.9 Option 9. Data for Ammunition Handling System (PPA Para. 11.5.5).

Upon the Government’s exercise of Option 9, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.9.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.10 Option 10. Data for Cannon Mount and Recoil System (PPA Para. 11.5.6).

Upon the Government’s exercise of Option 10, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.10.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.11 Option 11. Data for Cannon Pointing System (PPA Para. 11.5.7).

Upon the Government’s exercise of Option 11, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.11.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.12 Option 12. Data for Wheel and Tire Assembly (PPA Para. 11.5.8).

Upon the Government’s exercise of Option 12, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.12.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.13 Option 13. Data for Vehicle Armor (PPA Para. 11.5.9).

Upon the Government’s exercise of Option 13, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.13.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.14 Option 14. Data for Integrated Fire Suppression System (PPA Para. 11.5.10).

Upon the Government’s exercise of Option 14, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.14.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.15 Option 15. Data for Climate Control System (PPA Para. 11.5.10).

Upon the Government’s exercise of Option 15, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.15.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.16 Option 16. Computer Software for Fire Control System (PPA Para. 11.6.1) Upon the Government’s exercise of Option 16, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.16.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.17 Option 17. Computer Software for Human-Machine Interfaces (PPA Para. 11.6.2).

Upon the Government’s exercise of Option 17, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.17.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.18 Option 18. Computer Software for Electrical Power Systems (PPA Para. 11.6.3).

Upon the Government’s exercise of Option 18, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.18.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.19 Option 19. Computer Software for Ammunition Handling System (PPA Para. 11.6.4).

Upon the Government’s exercise of Option 19, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.19.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.20 Option 20. Computer Software for Cannon Pointing System (PPA Para. 11.6.5).

Upon the Government’s exercise of Option 20, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.20.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.21 Option 21. Computer Software for Climate Control Systems (PPA Para. 11.6.6).

Upon the Government’s exercise of Option 21, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.21.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.22 Option 22. Ammunition Stowage Interfaces (PPA Para. 11.7).

Upon the Government’s exercise of Option 22, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.22.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

ARTICLE 4 - PROPERTY RIGHTS

4.1. All licensed intellectual property rights granted by LICENSOR under this Agreement are proprietary to LICENSOR and title thereto remains with it.

4.2. Information shall not be considered proprietary under this Agreement and GOVERNMENT shall not be required to protect such information:

a. that is legally in the possession of GOVERNMENT or GOVERNMENT’s recipients, or their employees or contractors, prior to their date of receipt hereunder and is not subject to restriction on disclosure or use;

b. that enters the public domain at any time through no fault of GOVERNMENT or GOVERNMENT’s recipients, or their employees or contractors; or

c. that is received from a third party operating without any limitations on disclosure or use, or without breach of this Agreement and without inducement of such party by GOVERNMENT or GOVERNMENT’s recipients to breach any agreement or obligation of confidentiality.

4.3 No rights are granted herein to Government Data. Any rights granted to use, modification, reproduction, release, perform, display or disclose Government Data or Government furnished equipment shall be stated expressly in writing.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES

5.1 LICENSOR represents and warrants, subject to the exceptions identified in Appendix A, that:

a. the Data or intellectual property information covered by the licenses granted herein does not, to LICENSOR’s knowledge, infringe any third-party rights;

b. the rights granted herein are not subject to any liens, encumbrances or third-party license rights inconsistent with this Agreement; and

c. LICENSOR has full and sufficient right, title and authority to grant the rights and/or license to the GOVERNMENT under this Agreement.

ARTICLE 6 - BREACH, LAPSE, AND TERMINATION

6.1 Breach by GOVERNMENT: If LICENSOR believes there has been a non-compliant disclosure of its proprietary data by the GOVERNMENT, LICENSOR shall serve notice of such disclosure to the GOVERNMENT. The GOVERNMENT shall promptly use its best efforts to remedy the violation within 90 days after such notice.

The Government shall not be considered in breach of this Agreement by releasing proprietary information to courts as a result of operation of law, regulation, or court order requiring that it be so disclosed, provided however that all reasonable steps are taken to restrict further disclosure of the affected information by said authorities or court and information so disclosed is not otherwise removed from these confidentiality obligations. The Government shall give advance written notice to LICENSOR prior to any release under this paragraph. Such notification will not prevent the Government from complying with the aforementioned direction or order of any governmental authority.

6.2 Breach by LICENSOR: LICENSOR agrees that its failure to perform with respect to the promises identified in the OTA or OTA’s Follow-on Award shall result in immediate delivery of the Data upon the GOVERNMENT’s notice to LICENSOR and LICENSOR’s failure to cure such breach within 60 days of the notice.

6.3 Dispute Procedures: Unless specifically provided herein any dispute regarding breach of this Agreement shall be controlled by the dispute clauses of the OTA.

6.4 Survival: The Provisions of Article 4, Article 5 and Article 6 shall survive termination of this Agreement.

ARTICLE 7 – PROTECTION OF DATA

7.1 Marking of Data

a. All LICENSOR’s Data subject to less than unlimited or unrestricted rights shall be marked with the following legend:

SPECIAL LICENSE RIGHTS

The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Agreement No. __________and Special License Agreement dated _________. Any reproduction of technical data, computer software, or computer software documentation or portions thereof marked with this legend must also reproduce the markings.

b. In addition, all copies of materials containing MTC Data shall be marked with a distribution statement and export control warning text as required by the associated CDRL in the Agreement.

c. No other intellectual property markings (e.g., notices to third parties, etc.) are permitted.

ARTICLE 8 – MISCELLANEOUS

8.1 Waiver of Rights: The failure of either party hereto at any time to enforce any of the terms, provisions, or conditions of this Agreement shall not be construed as a waiver of the same or of the right of either party to enforce the same on any subsequent occasion.

8.2 Severability: If any provision of this Agreement shall be deemed unenforceable, it shall be deemed severed from the remainder of the Agreement, which shall otherwise remain in full force and effect.

ARTICLE 9 – POINTS OF CONTACT

For LICENSOR:

For U.S. ARMY:

THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS EACH OF WHICH WHEN EXECUTED AND DELIVERED SHALL CONSTITUTE A DUPLICATE ORIGINAL, BUT ALL COUNTERPARTS TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.

IN WITNESS WHEREOF, THE PARTIES DO HEREBY ACCEPT AND EXECUTE THIS AGREEMENT.

For LICENSOR:

For U.S. GOVERNMENT:

Name (typed)

Name (typed)

Title:

Title:

Date:

Date:

APPENDIX A

(Reps and Warranty Exclusions)