Attachment 1_Draft_Bailment_Agreement_ATS.pdf

UNCLASSIFIED

ATS BAILMENT AGREEMENT

FOR THE EVALUATION OF SOFTWARE NAME

This bailment agreement (the “Agreement”) is entered into by and between Company name, with offices at Company address (“Bailor”), AND the National Geospatial-Intelligence Agency, with offices at 7500 GEOINT Drive, Springfield, VA 22150 (“NGA” or “Bailee”). (Bailee and Bailor are each a “Party” and collectively “the Parties.”)

WHEREAS, Bailor has developed the software name and description.

WHEREAS, NGA seeks to test and evaluate Bailor’s software or commercial capability.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein the Parties agree as follows:

1. Bailed property:

The property bailed hereunder (“the Property”) consists of the following item(s):

- [Identify software]

- [Identify drawings, software documentation, etc.]

2. Purpose of bailment:

The Parties anticipate that testing and evaluating the Property will assist NGA in developing and describing future agency requirements by providing NGA an increased awareness of the current state of commercial technology. Accordingly, Bailor furnishes the Property to Bailee solely for test and evaluation purposes for the duration of the Agreement. Bailee shall not use the Property for any other purpose, nor maintain possession of the Property after the expiration of this Agreement. As consideration, Bailee agrees to provide technical feedback to Bailor, limited solely to whether the Property’s commercial capability performs as described in the product literature. Bailee and those acting on its behalf shall not propose additional functionality, suggest improvements, identify unmet needs, or otherwise disclose in any manner to Bailee information that would yield an advantage in a later procurement.

3. Term of bailment:

The term of this Agreement shall commence upon the date of the last signature below and extend for [XX] months. However, either Party may terminate this Agreement by giving the other Party 30 calendar days’ prior written notice.

UNCLASSIFIED

Alternatively, the Parties may extend the term of this Agreement by written mutual agreement, not to exceed a total duration of one year.

4. Delivery and return of the Property:

Bailor shall deliver the Property to Bailee in a manner agreed to by the Parties and suitable to the nature of the Property. For purposes of this Agreement, delivery may include Bailor providing Bailee access to the Property via cloud-based or other electronic means for the duration of the Agreement. Whatever the manner of delivery, Bailor shall bear all costs of transporting and delivering the Property to Bailee.

No later than ten days following the conclusion or termination of this Agreement, Bailee shall return the Property to Bailor, including by deleting all electronic copies, relinquishing electronic access, and any other reasonable steps appropriate to the nature of the Property.

5. Compensation:

The Parties agree that Bailee assumes no financial liability or obligations under this Agreement. Bailor hereby waives any right to request or receive compensation from Bailee for the use of the Property under this Agreement.

6. Intellectual property and data rights:

This Agreement has no effect on legal title to the Property. However, Bailor shall take reasonable care to ensure that Bailee can test and evaluate the Property without infringing intellectual property rights. Insofar as Bailee’s use of the Property infringes or otherwise implicates Bailor’s intellectual property rights, Bailor hereby grants Bailee a royalty-free, nonexclusive license in such intellectual property for the duration of the Agreement. If the Property includes content that is subject to a third party’s intellectual property rights—including open-source software—Bailor shall notify Bailee in writing prior to delivering the Property, and shall point out with particularity the Property’s incorporation of third-party-owned content and the terms of use associated therewith.

Bailee’s license in the Property shall extend to the activities of NGA employees and NGA’s authorized contractor support personnel only. Bailee shall not use or distribute the Property, in whole or in part, to any other entity or individual without first obtaining the express written consent of Bailor.

7. Liability:

(a) Bailor provides the Property on an "AS IS" basis, and makes no express or implied warranty of any kind with regard to the Property, including any accompanying documentation or materials.

UNCLASSIFIED

(b) Bailee shall use reasonable care to ensure that only NGA and its authorized contractor support personnel use the Property, and only for the limited purposes authorized by this Agreement.

(c) Bailee assumes no liability to third persons under this Agreement; nor will Bailee indemnify or reimburse Bailor for any liability to third persons with respect to loss due to death, bodily injury, or damage to property resulting in any way from the performance of activities pursuant to this Agreement.

(d) Bailor retains the risk of loss, disclosure of, or damage to the Property arising from delivering or transmitting the Property to or from Bailee.

8. Proprietary information:

If the Property includes content that Bailor regards as proprietary information subject to protection as trade secrets under state or federal law, Bailor shall attach or incorporate markings in a conspicuous manner to provide notice to Bailee. As required by law, Bailee shall not disclose Bailor’s proprietary information without the prior express written consent of Bailor.

9. Disputes:

Because Bailee is an agency of the United States, any dispute arising from this Agreement shall be resolved in an appropriate federal court applying federal law.

10. Entire agreement:

This Agreement represents the entire agreement of the Parties. There are no prior or contemporaneous oral or written agreements dealing with the subject matter of this bailment, other than this written agreement.

11. Modifications:

The Parties may modify this Agreement only by a writing, to be signed by the authorized representatives named below or their successors.

12. Miscellaneous Provisions:

(a) Where there is a conflict between the terms of this Agreement and the terms of any other agreement entered into between the Parties, the terms of this Agreement supersede the other agreement.

(b) This Agreement does not constitute an acquisition or procurement under federal law, and is not subject to the FAR, DFARS, or other such regulations.

Furthermore, this Agreement shall not be construed to provide Bailor any special or preferential treatment in any future procurement action.

UNCLASSIFIED

13. Signatures:

BAILOR: BAILEE:

NAME NAME

Title Contracting Officer Company Name National Geospatial-Intelligence Agency Street Address 7500 GEOINT Drive City, State, ZIP Springfield, VA 22150

Name Name

Date: ______________ Date: ______________