Attachment 1_Standard CRADA Template.pdf

6th Edition / Revised

Standard Navy CRADA / 12 September 2018

STANDARD

NAVY COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

BETWEEN

NAVAL SURFACE WARFARE CENTER, CRANE DIVISION (NSWC CRANE)

AND

[full name of NON-NAVY COLLABORATOR then acronym]

AGREEMENT TITLE:

AGREEMENT NUMBER: NCRADA - NCRADA-NSWCCD-XX-XXX

AGREEMENT ADMINISTRATORS:

NSWC CRANE

Technology Transfer ORTA: Jenna Dix, 00T, 812-854-5049, jenna.c.dix.civ@us.navy.mil

Agreement Administrator: Julie Shaff, 00T, 812-854-5330, julie.a.shaff.civ@us.navy.mil

Intellectual Property Counsel: Christopher Feigenbutz, 00L, 812-854-4100, Christopher.feigenbu@navy.mil

Principal Investigator: [insert name, organization code, telephone number, e-mail address]

[NON-NAVY COLLABORATOR acronym]

Preferred Contact: [insert name, telephone number, e-mail address]

Legal Counsel [Optional]: [insert name, telephone number, e-mail address]

Principal Investigator: [insert name, telephone number, e-mail address] i

Standard Navy CRADA / 12 September 2018

TABLE OF CONTENTS

PREAMBLE

Article 1. DEFINITIONS

1.1 “Agreement”

1.2 “Classified Information (CI)”

1.3 “Collaborator”

1.4 “Controlled Unclassified Information (CUI)”

1.5 “Cooperative Work”

1.6 “Data”

1.7 “Effective Date”

1.8 “Exclusive Commercial License”

1.9 “For Official Use Only (FOUO)”

1.10 “Government”

1.11 “Government Purpose Rights”

1.12 “Information”

1.13 “Intellectual Property”

1.14 “Internal Use License”

1.15 “Invention”

1.16 “Invention Disclosure”

1.17 “Jointly Made Subject Invention”

1.18 “Limited Rights”

1.19 “Made”

1.20 “Nonexclusive Commercial License”

1.21 “Non-Subject Data”

1.22 “Non-Subject Invention”

1.23 “Patent Application”

1.24 “Principal Investigator (PI)”

1.25 “Proprietary Information”

1.26 “Subject Data”

1.27 “Subject Invention”

1.28 “Tangible Property”

1.29 “Technical Data”

1.30 “Technical Document”

1.31 “Technical Information”

1.32 “Unlimited Rights”

Article 2. OBJECTIVES

Article 3. RESPONSIBILITIES FOR PERSONNEL AND FACILITIES USE

3.1 Facilities and Supervision

3.2 Security Regulations and Directives

Article 4. REPRESENTATIONS AND WARRANTIES

4.1 NSWC Crane’s Representations and Warranties

4.2 [Non-Navy Collaborator]’s Representations and Warranties

4.3 Joint Representations and Warranties

Article 5. FUNDING

5.1 Payment Schedule

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5.2 Insufficient and Excess Funds

5.3 No New Commitments

5.4 Accounting Records

Article 6. REPORTS AND PUBLICATIONS

6.1 Interim Reports

6.2 Final Reports

6.3 Agreement to Confer Prior to Publication or Public Disclosure of Information

6.4 Public Presentation of Subject Data

Article 7. INTELLECTUAL PROPERTY

7.1 Rights Under Other Agreements

7.2 Rights in Subject Data

7.2.1 Rights of Both Collaborators

7.2.2 Rights of NSWC Crane

7.2.3 Rights of [Non-Navy Collaborator]

7.3 Rights in Non-Subject Data

7.3.1 Rights of Both Collaborators

7.3.2 Rights of NSWC Crane

7.3.3 Rights of [Non-Navy Collaborator]

7.4 No Implied License

7.5 Protection of Data

7.6 Release of Data Under the Freedom of Information Act

7.7 Marking of Data

7.7.1 Markings Required for Both Collaborators

7.7.1.1 Data Provided with Less than Unlimited Rights

7.7.1.2 Data that are CI, CUI, or Otherwise Restricted

7.7.1.3 For Official Use Only (FOUO) Marking

7.7.2 Markings Required for NSWC Crane

7.7.2.1 Data that are Subject to 35 U.S. Code § 205

7.7.2.2 Data Protected Under Article 7.5

7.7.3 Markings Required for [Non-Navy Collaborator]

7.7.3.1 Data that are Proprietary Information

7.8 Subject Inventions

7.8.1 Reporting of Subject Inventions

7.8.2 Determination of Subject Inventions

7.8.3 Title to and Ownership of Subject Inventions

7.9 Non-Subject Inventions

7.9.1 Ownership of Non-Subject Inventions

7.9.2 Preexisting Non-Subject Inventions Pertinent to the Cooperative Work

7.10 Filing of Patent Applications

7.10.1 Patent Filing

7.10.2 Copies and Inspection

7.10.3 Rights of Inventors if the Collaborators Decline to File a Patent Application

7.11 Licenses to Subject Inventions

7.11.1 Internal Use License to [Non-Navy Collaborator]

7.11.2 Government License

7.11.3 Option for Commercial License to Subject Inventions

7.11.4 Termination of Licenses Granted and Cancellation of License Option to Subject Inventions

7.12 License to Non-Subject Inventions

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7.13 Copyrights

Article 8. TANGIBLE PROPERTY

8.1 Ownership of Tangible Property

8.2 Tangible Property Operational and Disposition Costs

8.3 Disposal of Tangible Property

Article 9. LIABILITY

9.1 Extent of Government Liability

9.2 Extent of [Non-Navy Collaborator] Liability

9.3 Force Majeure

Article 10. GENERAL PROVISIONS

10.1 Entire Agreement

10.2 Severability

10.3 Interpretation of Headings

10.4 Governing Laws

10.5 Independent Parties/Entities

10.6 Subcontracting

10.7 Assignment

10.8 Disputes

10.9 Use of Name or Endorsements

10.10 Public Release Announcements of This Agreement

10.11 Environment, Safety, and Health

10.12 U.S. Competitiveness

10.13 Waivers

Article 11. MODIFICATIONS AND NOTICES

11.1 Amendments

11.2 Unilateral Termination

11.3 Notices

Article 12. SURVIVING PROVISIONS

Article 13. DURATION

Article 14. SIGNATURES

APPENDIX A - STATEMENT OF WORK

STANDARD

NAVY COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT

NAVAL SURFACE WARFARE CENTER, CRANE DIVISION (NSWC CRANE)

[Non-Navy Collaborator full name then acronym]

PREAMBLE

Under authority of the U.S. Federal Technology Transfer Act of 1986 (Public Law 99-502, 20 October 1986, as amended), the Department of the Navy Collaborator, NSWC Crane, located at 300 Highway 361, Crane, IN 47522, and the Non-Navy Collaborator described below agree to and enter into this Cooperative Research and Development

Agreement (CRADA).

[Insert full name of Non-Navy Collaborator followed by acronym and address], is a corporation duly organized, validly existing and in good standing under the laws of the [State or Commonwealth] of [indicate name].

NSWC Crane has extensive expertise, capabilities, and information in [state technology area], and in accordance with the U.S. Federal Technology Transfer Act, desires to make this expertise and technology available for use in the public and private sectors.

[Non-Navy Collaborator] has the interest, resources, capabilities, and technical expertise to transition the results of

Naval research and development for public use.

Article 1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings defined below, which are equally applicable to both the singular and plural forms of nouns or any tense of verbs.

1.1 “Agreement” means this Cooperative Research and Development Agreement (CRADA) with its

Appendices.

1.2 “Classified Information (CI)” means all Information classified in accordance with the national security laws of the United States.

1.3 “Collaborator” means the Navy participant or the Non-Navy participant represented and bound by the signatories of this Agreement.

1.4 “Controlled Unclassified Information (CUI)” means official Information that requires the application of controls and protective measures in accordance with national laws, policies, and regulations and has not been approved for public release, to include technical information, proprietary data, information requiring protection under the Privacy Act of 1974, and Government-developed privileged information involving the award of contracts.

1.5 “Cooperative Work” means research, development, engineering, or other tasks performed under this

Agreement by NSWC Crane or [Non-Navy Collaborator] working individually or together, pursuant to the

Objectives (Article 2) and the Statement of Work (Appendix A).

1.6 “Data” means recorded information of any kind regardless of the form or method of the recording, including computer software.

1.7 “Effective Date” means the date of the last signature of the Collaborators executing this Agreement.

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1.8 “Exclusive Commercial License” means the grant by the owner of Intellectual Property of the exclusive right to make, use, or sell an Invention for commercial purposes.

1.9 “For Official Use Only (FOUO)” means a protective marking to be applied to unclassified information when disclosure to the public of that particular record, or portion thereof, would reasonably be expected to cause a foreseeable harm to an interest protected by one or more provisions of the Freedom of Information Act.

This includes information that qualifies for protection under the provisions of the Privacy Act of 1974, as amended.

1.10 “Government” means the Government of the United States of America.

1.11 “Government Purpose Rights” means the right of the Government to use, duplicate, or disclose Data, in whole or in part, and in any manner, for Government purposes only, and to have or permit others to do so for

Government purposes. Government Purpose Rights includes competitive procurement, but does not include the right to have or permit others to use Data for commercial purposes.

1.12 “Information” means all Data, trade secrets, and commercial and financial information.

1.13 “Intellectual Property” means the property of ideas, examples of which include, but are not limited to, patents, trademarks, copyrights, and trade secrets.

1.14 “Internal Use License” means the grant by the owner of Intellectual Property of the right to make, have made, use, and import, but not commercially sell, an Invention or a product or service made using an Invention.

1.15 “Invention” means any creation or discovery that is or may be patentable or otherwise protected under Title 35, United States Code, or any novel variety of plant that is or may be patentable under the Plant Variety

Protection Act.

1.16 “Invention Disclosure” means the document identifying and describing to organizational management the Making of an Invention.

1.17 “Jointly Made Subject Invention” means any Invention Made jointly by the Collaborators.

1.18 “Limited Rights” means that each Collaborator of this Agreement may use, reproduce, and disclose to their employees properly marked Non-Subject Data provided by the other Collaborator(s) for use in support only of this Cooperative Work.

1.19 “Made” when used in conjunction with any Invention means the conception or first actual reduction to practice of such Invention.

1.20 “Nonexclusive Commercial License” means the grant by the owner of Intellectual Property of the nonexclusive right to make, use, or sell an Invention.

1.21 “Non-Subject Data” means any Data that are not Subject Data.

1.22 “Non-Subject Invention” means any Invention that is not a Subject Invention.

1.23 “Patent Application” means an application for patent protection for an Invention with any domestic or foreign patent-issuing authority.

1.24 “Principal Investigator (PI)” means that person having the responsibility for the performance of the

Cooperative Work on behalf of a Collaborator.

1.25 “Proprietary Information” means Information that:

Standard Navy CRADA / 12 September 2018

(i) embodies trade secrets developed at private expense or business, commercial, or financial information that is privileged or confidential provided that such information (a) is not known or available from other sources without obligations concerning its confidentiality, (b) has not been made available by the owners to others without obligation concerning its confidentiality, (c) is not already available to the Government without obligation concerning its confidentiality, and (d) has not been developed independently by persons who have had no access to the information; or

(ii) has been generated by the Navy Collaborator during the performance of this Agreement, and would have qualified as Proprietary Information under 1.25(i) above if it had been generated by the

Non-Navy Collaborator, and that the Collaborators have agreed to treat as Proprietary Information for a term of up to five years from generation.

1.26 “Subject Data” means Data first recorded in the performance of the Cooperative Work.

1.27 “Subject Invention” means any Invention Made in the performance of the Cooperative Work.

1.28 “Tangible Property” means personal or real property having or possessing physical form.

1.29 “Technical Data” means recorded Information relating to experimental or engineering works that can be used to define an engineering or manufacturing process or to design, procure, support, maintain, operate, repair or overhaul material, including, but not limited to graphic or pictorial delineations in media.

1.30 “Technical Document” means recorded Information that conveys scientific and Technical

Information or Technical Data.

1.31 “Technical Information” means Information relating to research, development, engineering, test, evaluation, production, operation use, and maintenance of munitions and other military supplies and equipment.

1.32 “Unlimited Rights” means the right to use, modify, reproduce, release, disclose, perform, or display

Data in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so.

Article 2. OBJECTIVES

[Describe the specific, realizable results or benefits to be gained by each Collaborator at the conclusion of this

Agreement. State the desired outcome by each Collaborator, including any intentions for commercialization, if appropriate. This Article and the Statement of Work, Appendix A, are the defining articles for the Cooperative

Work to be done by the Collaborators.]

Article 3. RESPONSIBILITIES FOR PERSONNEL AND FACILITIES USE

3.1 Facilities and Supervision

The Collaborators shall provide personnel, facilities, and equipment necessary for, and shall perform, the Cooperative Work.

The Cooperative Work done by each Collaborator will be performed under the program guidance of its PI, who has the responsibility for the scientific and technical conduct of the Cooperative Work performed within that Collaborator’s facilities or done on behalf of that Collaborator by third parties in support of this Agreement.

Personnel who perform Cooperative Work at the other Collaborator’s facilities will be supervised by their own PI.

3.2 Security Regulations and Directives

Each Collaborator will abide by the safety and security regulations and directives of the host facility in which the Cooperative Work is being performed.

Article 4. REPRESENTATIONS AND WARRANTIES

4.1 NSWC Crane’s Representations and Warranties

NSWC Crane hereby warrants and represents to [Non-Navy Collaborator] that the performance of the activities specified by this Agreement is consistent with the [specify the appropriate mission area] and technology transfer missions of NSWC Crane. NSWC Crane is a Federal laboratory of the U.S. Department of the

Navy, as defined by 15 U.S. Code § 3710a (d)(2)(A) and Department of Defense Instruction 5535.8, dated May 14, 1999.

4.2 [Non-Navy Collaborator]’s Representations and Warranties

[Non-Navy Collaborator] hereby warrants and represents to NSWC Crane as follows:

[Non-Navy Collaborator], as of the Effective Date of this Agreement, is a corporation duly organized, validly existing, and in good standing under the laws of [State or Commonwealth].

[Non-Navy Collaborator] [is/is not] a small business as defined in 15 U.S. Code § 632 and implementing regulations (13 C.F.R. 121.101 et seq.) of the Administrator of the Small Business Administration.

If [Non-Navy Collaborator] or its successor or assignee is a U.S. company, and becomes, during the term of this Agreement of thereafter, directly or indirectly owned, controlled, or influenced by a foreign company or government (FOCI), [Non-Navy Collaborator] or its successor or assignee shall promptly notify NSWC Crane to that effect.

The execution and delivery of this Agreement does not contravene any material provision of, or constitute a material default under, any agreement binding on [Non-Navy Collaborator]. Furthermore, the execution and delivery of this Agreement does not contravene any material provision of, or constitute a material default under, any valid order of any court, or any regulatory agency or other body having authority to which [Non-Navy

Collaborator] is subject.

[Non-Navy Collaborator] is not currently subject to debarment or suspension by any agency of the

Government. Should [Non-Navy Collaborator] be debarred or suspended during the term of this Agreement or thereafter, [Non-Navy Collaborator] will notify NSWC Crane within thirty (30) days of receipt of a final notice.

NSWC Crane may then elect to terminate this Agreement and any licenses and options granted under this Agreement.

4.3 Joint Representations and Warranties

The Collaborators make the following Representations and Warranties:

There is no express or implied warranty as to any research, Invention, or product, whether tangible or intangible. In particular, the Collaborators make no express or implied warranty as to the merchantability or fitness for a particular purpose of any research, Invention, or product, whether tangible or intangible. Likewise, the

Collaborators make no express or implied warranty as to any Cooperative Work, Subject Invention, Subject Data, or other product resulting from the Cooperative Work.

The use and dissemination of Information and materials exchanged under this Agreement will be in accordance with all U.S. laws and regulations, including those pertaining to national security and export control.

Nothing in this Agreement shall be construed as a license to export Information. The exporting Collaborator is responsible for obtaining any export licenses and/or foreign disclosure reviews that may be required by U.S. Federal law. [Non-Navy Collaborator] shall provide written notification to NSWC Crane immediately upon their awareness that an export or disclosure has been made without the required export license or disclosure authorization.

The work proposed in the Statement of Work, Appendix A, may require the introduction or generation of CUI. All CUI that is introduced or generated in the performance of work under this Agreement shall be properly marked and safeguarded as provided herein and in all applicable U.S. Federal laws and regulations.

Article 5. FUNDING

Standard Navy CRADA / 12 September 2018

[IF NO PAYMENTS ARE TO BE MADE by Non-Navy Collaborator to Navy Collaborator, or Navy Collaborator is using in-house funding or Government funds already received, use the following phrase and remove Articles 5.1 through 5.4 below and from the Table of Contents.]

Each Collaborator will fund its own efforts.

5.1 Payment Schedule

[Non-Navy Collaborator] agrees to pay NSWC Crane the following fees/costs in accordance with the payment schedule below:

Payments using U.S. funds may be made using Automated Clearing House (ACH) or Wire Transfer. Notification of payment MUST be sent to cran_wire_transfers@navy.mil and julie.shaff@navy.mil.

For ACH:

Bank Name: Credit Gateway

Address: 60 Livingston Avenue

St. Paul, MN 55107

RTN/ABA: 051036706

A/C: 220031

For Wire Transfer:

Bank Name: U.S. Treasury

Address: 1500 Pennsylvania Avenue NW

Washington, DC 20220

Country: USA

RTS/ABA: 021030004

Account Name: DFAS-Cleveland

Account Number: 00008522

As an alternative, a paper check may be sent. Checks will be payable to U.S. Treasury.

Each check and its cover correspondence shall refer to Navy CRADA number “NCRADA-

NSWCCD-XX-XXX.

Checks will be mailed to:

Commanding Officer

Code 0111, Bldg. 3373, Attn: Private Party POC

NAVSURFWARCENDIV

300 HWY 361

Crane, IN 47522

5.2 Insufficient and Excess Funds

NSWC Crane will not start or continue performance under this Agreement if the funds provided by [Non-Navy Collaborator] for performance by NSWC Crane are insufficient or are not provided as specified in

Article 5.1.

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In the event [Non-Navy Collaborator] fails to tender the Government the required payment within fifteen (15) days after its respective due date, [Non-Navy Collaborator] shall be in default under this Agreement for failure to make payments. If [Non-Navy Collaborator] is in default for this reason, NSWC Crane shall notify [Non-

Navy Collaborator]. If [Non-Navy Collaborator] does not cure the default within fifteen (15) days of date of notice, [Navy Collaborator] may proceed to terminate the Agreement in accordance with Article 11.2, and may cancel any option for an Exclusive Commercial License to a Subject Invention, and may terminate any Exclusive Commercial

License granted pursuant to this Agreement.

Excess Funds that [Non-Navy Collaborator] provided under Article 5.1 that NSWC Crane has not obligated or expended at the time of completion, expiration, or termination of this Agreement shall be returned to

[Non-Navy Collaborator] after NSWC Crane’s submission of a final financial report to NSWC Crane.

5.3 No New Commitments

NSWC Crane shall make no new commitments concerning this Agreement after receipt of a written termination notice from [Non-Navy Collaborator] in accordance with Article 11.2 and shall, to the extent practicable, cancel all outstanding commitments by the termination date. Should such cancellation result in any costs incurred by

NSWC Crane, [Non-Navy Collaborator] agrees that such costs shall be chargeable against any funding that it provided to NSWC Crane.

5.4 Accounting Records

NSWC Crane shall maintain current accounts, records, and other evidence supporting all its expenditures against funding provided by [Non-Navy Collaborator] under this Agreement and shall retain such records for at least twelve (12) months after the completion, expiration, or termination of this Agreement. NSWC

Crane shall provide [Non-Navy Collaborator] a financial report within four (4) months after completion, expiration, or termination of this Agreement.

Article 6. REPORTS AND PUBLICATIONS

6.1 Interim Reports

The Collaborators shall submit interim written reports to each other on the progress of the

Cooperative Work.

6.2 Final Reports

The PIs shall submit to the NSWC Crane Technology Transfer Office and [Non-Navy

Collaborator] preferred contact a final report within four (4) months of the completion, termination, or expiration of this Agreement that includes the results obtained and a list of all Subject Inventions Made.

6.3 Agreement to Confer Prior to Publication or Public Disclosure of Information

For the purposes of this Article, the term “disclosure” shall include, but not be limited to, submission of any manuscript for peer review prior to publication.

The Collaborators agree to confer and consult prior to any publication or public disclosure of Subject

Data to ensure that no Proprietary Information, Government CI, or CUI, is released and that patent rights are not compromised. Prior to any such publication or public disclosure of Subject Data, each Collaborator shall be offered a period not to exceed thirty (30) days, to review any proposed abstract, publication, presentation, or other document for public disclosure.

If a Collaborator objects to a proposed public disclosure, that Collaborator must so notify the other

Collaborator within thirty (30) days of the date of notice of intent to disclose publicly. If no objection is received by the Collaborator intending to make public disclosure, concurrence is assumed.

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If a Collaborator objects on the grounds that patent rights may be compromised, a Patent Application must be filed by the responsible Collaborator before the public disclosure or by another date mutually agreed to by the Collaborators.

If a Collaborator objects to the release of Information on the grounds that the Information is

Proprietary Information, or Information whose dissemination is restricted by U.S. security laws or regulations, the disclosure shall be postponed until the Information no longer meets the definitions of Proprietary Information, or is no longer covered by U.S. security laws or regulations.

6.4 Public Presentation of Subject Data

Any public presentation that includes Subject Data that are CI or CUI must have prior review and approval by NSWC Crane pursuant to the pertinent security laws, regulations, and directives.

Article 7. INTELLECTUAL PROPERTY

7.1 Rights Under Other Agreements

Nothing in this Agreement is intended to change the rights in Intellectual Property acquired by the

Collaborators in any other contract or Agreement between [Non-Navy Collaborator] and the Government.

7.2 Rights in Subject Data

7.2.1 Rights of Both Collaborators

Each Collaborator shall have title to all Subject Data generated by that Collaborator. Each

Collaborator agrees to provide all Subject Data to the other Collaborator and hereby grants Unlimited Rights in Subject

Data that does not contain Proprietary Information.

7.2.2 Rights of NSWC Crane

For Subject Data that contains [Non-Navy Collaborator]’s Proprietary Information, the

Government has rights to: 1) Use, modify, reproduce, release, perform, display, or disclose Technical Data within the

Government without restriction; and 2) Release or disclose Subject 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 Subject Data for any U.S. Government purpose including competitive procurement.

7.2.3 Rights of [Non-Navy Collaborator]

For Subject Data that contains NSWC Crane’s Proprietary Information, [Non-Navy

Collaborator] has rights to use, modify, reproduce, release, perform, display, or disclose Technical Data within [Non-

Navy Collaborator]’s organization, in whole or in part, and in any manner, for any internal purpose excluding commercial purposes. If [Non-Navy Collaborator] is subsequently awarded a Government contract that entails deliverables that incorporate the NSWC Crane’s Proprietary Information, such deliverables must be delivered with at least Government Purpose Rights, as defined in the DFARS § 252.227-7013.

[Non-Navy Collaborator] shall have a Limited Right to use, reproduce, or disclose

Subject Data that may describe one or more Inventions in which the Government owns or may own a right, title, or interest, if such Subject Data are provided by NSWC Crane under this Agreement. This Limited Right does not grant

[Non-Navy Collaborator] any License to any Invention in which the Government owns or may own a right, title, or interest. In accordance with Article 7.5 below, such Subject Data are to be held in confidence.

7.3 Rights in Non-Subject Data

7.3.1 Rights of Both Collaborators

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The Collaborators shall have Unlimited Rights in any Non-Subject Data that are not

Proprietary Information or protected under 35 U.S. Code § 205 provided under this Agreement.

7.3.2 Rights of NSWC Crane

NSWC Crane has a Limited Right to use, reproduce, and disclose only to Government employees for use in support of the Cooperative Work any Non-Subject Data that are properly marked as Proprietary

Information and are provided by [Non-Navy Collaborator] under this Agreement. Such Proprietary Information can be used only for the purpose of performing the Cooperative Work unless written consent to other use or disclosure is obtained from [Non-Navy Collaborator].

7.3.3 Rights of [Non-Navy Collaborator]

[Non-Navy Collaborator] shall have a Limited Right to use, reproduce, or disclose Non-

Subject Data that may describe one or more Inventions in which the Government owns or may own a right, title or interest, if such Non-Subject Data are provided by NSWC Crane under this Agreement. Such Non-Subject Data shall be properly marked by NSWC Crane.

7.4 No Implied License

Unless otherwise specifically provided, the Collaborators agree that the exchange of Data of any kind does not confer a license to any Non-Subject Invention claimed in any patent or Patent Application or to the subject matter of any copyright, trademark/service mark, or other form of Intellectual Property protection.

7.5 Protection of Data

Except for the rights granted in Article 7.1 and Article 7.2, Data shall be protected in accordance with the proper markings of its owner and as provided by, at a minimum, the requirements of 15 U.S. Code § 3710a.

Proprietary Information will be protected only if it is properly marked as such. Information provided in intangible form that is Proprietary Information must be designated Proprietary Information at the time it is provided, followed within fifteen (15) days by a writing summarizing the exact information to be protected. The Collaborator receiving

Information in an intangible form that is designated as Proprietary Information shall be responsible for protecting the

Information as Proprietary Information during the fifteen (15) day notification. After the fifteen (15) day period, if no written summary has been received, the receiving Collaborator need not continue to protect the Information received in intangible form.

Data that is provided by [Non-Navy Collaborator] in the performance of this Agreement, and is appropriately marked as a trade secret or commercial or financial information that is privileged or confidential under

5 U.S. Code § 552(b)(4), shall not be disclosed by NSWC Crane. [Non-Navy Collaborator] shall agree to not disclose, for five (5) years, Data that is produced by NSWC Crane and that would have been considered a trade secret, business commercial, or financial information that is privileged or confidential if it had been produced by [Non-Navy

Collaborator].

CI, CUI or otherwise restricted information shall be protected in accordance with the security laws of the U.S.

7.6 Release of Data Under the Freedom of Information Act

NSWC Crane will comply with the Freedom of Information Act and Executive Order 12600.

7.7 Marking of Data

7.7.1 Markings Required for Both Collaborators

7.7.1.1 Data Provided with Less than Unlimited Rights

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Each Collaborator shall mark all Data that it provides with less than Unlimited

Rights with a marking that clearly identifies the Limited Rights.

7.7.1.2 Data that are CI, CUI, or Otherwise Restricted

Each Collaborator shall mark all Data that are CI, CUI or otherwise restricted by

U.S. security or export control laws or regulations that it provides under this Agreement.

7.7.1.3 For Official Use Only (FOUO) Marking

FOUO is the marking used for documents/products containing material that qualifies as exempt from release under FOIA. This includes Technical Information and Technical Data.

Use of the FOUO marking is the responsibility of the originator of the

Information. Use of the FOUO marking does not automatically qualify for FOIA exemption.

Technical Documents which contain Technical Information and/or Technical

Data are considered FOUO documents and must be appropriately marked.

7.7.2 Markings Required for NSWC Crane

7.7.2.1 Data that are Subject to 35 U.S. Code § 205

NSWC Crane shall mark Data it provides under this Agreement that disclose one or more Inventions in which the Government owns or may own a right, title or interest, and that are subject to confidentiality under 35 U.S. Code § 205. Such Data shall be marked:

“NSWC CRANE DATA PROTECTED FROM RELEASE OR DISCLOSURE UNDER 35 U.S. Code § 205.”

7.7.2.2 Data Protected Under Article 7.5

NSWC Crane shall place a proprietary marking on each medium used for recording Data that NSWC Crane provides to [Non-Navy Collaborator], where the Collaborators have agreed, under second paragraph of Article 7.5 of this Agreement, to protect such Data for up to five (5) years. The marking shall state:

“NSWC CRANE DATA SHALL BE PROTECTED BY [Non-Navy Collaborator] FOR A PERIOD OF FIVE

YEARS FROM DATE OF GENERATION.”

7.7.3 Markings Required for [Non-Navy Collaborator]

7.7.3.1 Data that are Proprietary Information

[Non-Navy Collaborator] shall place a proprietary marking on each medium used for recording Data that [Non-Navy Collaborator] provides to NSWC Crane under this Agreement that [Non-

Navy Collaborator] asserts is Proprietary Information.

For Non-Subject Data that are Proprietary Information the Marking shall state:

“PROPRIETARY INFORMATION OF [Non-Navy Collaborator] – NSWC CRANE MAY USE ONLY FOR

PURPOSE OF CRADA NUMBER NCRADA-NSWCCD-XX-XXX”

For Subject Data that are Proprietary Information the Marking shall state:

“PROPRIETARY INFORMATION OF [Non-Navy Collaborator] – GOVERNMENT HAS CERTAIN RIGHTS

UNDER CRADA NUMBER NCRADA-NSWCCD-XX-XXX.”

7.8 Subject Inventions

7.8.1 Reporting of Subject Inventions

Within sixty (60) days of Making an Invention resulting from the Cooperative Work, and prior to disclosure of the Invention to any third parties, unless a shorter time period is required by circumstances, the inventor(s) shall submit an Invention Disclosure to their employer. In the case of an Invention Made jointly by inventors from both Collaborators, the inventors of each Collaborator shall submit an Invention Disclosure to their respective employer. Each Collaborator shall provide the other Collaborator with a copy of each Invention Disclosure reporting a Subject Invention within sixty (60) days of receiving the Invention Disclosure from its inventor(s).

7.8.2 Determination of Subject Inventions

The Collaborators shall review each Invention Disclosure resulting from the Collaborative

Work and shall confer and consult to determine whether an Invention Disclosure represents a Subject Invention.

7.8.3 Title to and Ownership of Subject Inventions

Each Collaborator shall be entitled to solely own the Subject Inventions Made solely by its employees. For any Jointly Made Subject Invention, each Collaborator shall have ownership of the Subject Invention in the form of an undivided interest, without a right of accounting.

Each Collaborator shall cooperate with the other Collaborator to obtain inventor signatures on Patent Applications, assignments or other documents required to secure Intellectual Property protection.

7.9 Non-Subject Inventions

7.9.1 Ownership of Non-Subject Inventions

Each Collaborator owns its Non-Subject Inventions.

[Article 7.9.2 is optional. It should be used only if Navy Collaborator and/or Non-Navy Collaborator have preexisting Non-Subject Inventions that are pertinent to this Cooperative Work.]

7.9.2 Preexisting Non-Subject Inventions Pertinent to the Cooperative Work

Non-Subject Inventions Made prior to the Effective Date of this Agreement and pertinent to the Cooperative Work that are specifically identified as property of NSWC Crane include but are not limited to the following:

[List Invention title, inventor name(s), patent number, or Navy case number if an Invention Disclosure, or Patent

Application serial number, and date of issue (for patents only).]

Non-Subject Inventions Made prior to the Effective Date of this Agreement and pertinent to the Cooperative Work that are specifically identified as property of [Non-Navy Collaborator] include but are not limited to the following:

[List Invention title, inventor name(s) patent number, or attorneys docket number if an Invention Disclosure, or

Patent Application serial number, and date of issue (for patents only).]

7.10 Filing of Patent Applications

Standard Navy CRADA / 12 September 2018

By mutual agreement, the Collaborators shall identify which Collaborator shall file a Patent

Application on any Subject Invention. The Collaborator responsible for filing of a Patent Application on any Subject

Invention shall file such Patent Application at least sixty (60) days prior to any bar date and prior to publication, or one year from the date the Invention Disclosure was received, whichever comes first. In the case of a Jointly Made

Subject Invention, if no Patent Application is filed within the specified time period by the responsible Collaborator, the other Collaborator may assume control of filing the Patent Application and take title to the Jointly Made Subject

Invention on ten (10) days written notification. The Collaborator that relinquished the responsibility to file shall retain a nonexclusive, irrevocable, paid-up license to practice the Jointly Made Subject Invention or have the Jointly Made

Subject Invention practiced throughout the world by or on its behalf.

7.10.1 Patent Filing

The Collaborator responsible for filing any Patent Application for a Subject Invention shall notify the other Collaborator of all filing deadlines for prosecution of any Patent Application and maintenance of any

Patents on the Subject Invention. Notwithstanding the primary responsibility defined in Article 7.10, sixty (60) days prior to any filing deadline, the Collaborators shall confer to determine if the filing Collaborator intends to respond to the filing deadline. The non-filing Collaborator has the right to take action if the filing Collaborator declines.

7.10.2 Copies and Inspection

Each Collaborator filing a Patent Application on a Subject Invention shall provide the other

Collaborator with a copy of any communication relating to prosecution of said Patent Application within thirty (30) days of receipt of such request. The filing Collaborator shall give the other Collaborator a limited power to inspect, with authorization to access the Patent Application, make copies, and, in the event that the filing Collaborator declines continued prosecution of the Patent Application, do all that is necessary to secure patent protection for the Jointly

Made Subject Invention.

7.10.3 Rights of Inventors if the Collaborators Decline to File a Patent Application

In the event both Collaborators decline to file a Patent Application on a Subject Invention, the Government will renounce its entitlement and leave its rights to the inventor(s) who may retain ownership of the

Invention, subject to the retention by each Collaborator of a nonexclusive, irrevocable, paid-up license to practice the

Subject Invention or have the Invention practiced throughout the world by or on its behalf.

In the event both Collaborators decline to file a Patent Application on a Subject Invention, [Non-Navy Collaborator] may, at its sole discretion, renounce its entitlement and leave its rights to the inventor(s) who may retain ownership of the Invention, subject to the retention by each Collaborator of a nonexclusive, irrevocable, paid-up license to practice the Subject Invention or have the Invention practiced throughout the world by or on its behalf.

7.11 Licenses to Subject Inventions

7.11.1 Internal Use License to [Non-Navy Collaborator]

Government grants to [Non-Navy Collaborator] a nonexclusive, irrevocable, paid-up

Internal Use License to a Subject Invention Made solely by employees of NSWC Crane. No Internal Use License granted under this Agreement shall permit licensee to grant sublicenses. No Internal Use License granted under this

Agreement shall be assigned, licensed or otherwise disposed of except to the successor in interest of that part of [Non-

Navy Collaborator]’s business to which such license pertains.

7.11.2 Government License

Pursuant to 15 U.S. Code § 3710a(b)(2), for Subject Inventions Made solely by an employee of [Non-Navy Collaborator], [Non-Navy Collaborator] grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice the Subject Invention or have the Subject Invention practiced throughout the world by or on behalf of the Government for research or other Government purposes.

7.11.3 Option for Commercial License to Subject Inventions

NSWC Crane gives [Non-Navy Collaborator] the option of acquiring an Exclusive or

Nonexclusive Commercial License for a specific field of use in the Government’s rights in any Subject Invention

Made in whole or in part by a NSWC Crane employee where the Collaborators reach agreement on such field of use.

The Collaborators will confer to seek agreement as to determine the specific field of use at the time of license negotiation. The license shall be for reasonable consideration. In order to exercise this option, [Non-Navy

Collaborator] must notify NSWC Crane in writing within six (6) months of the filing of a Patent Application. [Non-

Navy Collaborator] must execute an Exclusive Commercial or Nonexclusive Commercial License to the Subject

Invention within six (6) months of election to exercise the option, or the Invention shall be made available for licensing by the public in accordance with 37 C.F.R. Part 404.

7.11.4 Termination of Licenses Granted and Cancellation of License Option to Subject

Inventions

NSWC Crane may cancel the Exclusive or Nonexclusive Commercial License option and terminate any Exclusive or Nonexclusive Commercial Licenses and Internal Use Licenses provided for above made in whole or in part by Government employees in the event that:

(a) [Non-Navy Collaborator] is in default for failure to make payment as agreed in Article 5; or

(b) The Agreement is terminated unilaterally by [Non-Navy Collaborator] under Article 11.2; or

(c) [Non-Navy Collaborator] fails to perform according to the Statement of Work (Appendix A); or

(d) [Non-Navy Collaborator] becomes a foreign owned, controlled, or influenced (FOCI) organization that is reasonably determined by NSWC

Crane not to qualify under the requirements of Executive Order 12591, Section 4(a)

7.12 License to Non-Subject Inventions

Each Collaborator shall allow the other Collaborator to practice any of its Non-Subject Inventions for the purpose of performing the Cooperative Work. No license, express or implied, for commercial application(s) is granted to either Collaborator in Non-Subject Inventions by performing the Cooperative Work. For commercial applications of Non-Subject Inventions, [Non-Navy Collaborator] must obtain a License from the NSWC Crane, in accordance with applicable laws and regulations (including, but not limited to, 37 C.F.R. Part 404).

7.13 Copyrights

[Non-Navy Collaborator] may copyright works of authorship prepared pursuant to this Agreement if eligible for copyright protection under Title 17, U.S. Code § 106 [Non-Navy Collaborator] grants to the

Government a nonexclusive, irrevocable, paid-up license in copyrighted works of authorship, including software, prepared pursuant to this Agreement for any purpose that is consistent with the rights in Data described in Article 7.2 and Article 7.3. [Non-Navy Collaborator] shall affix the applicable copyright notice of Title 17, U.S. Code §§ 401-

403, and an acknowledgment of the scientific and technical contributions of NSWC Crane. [Non-Navy

Collaborator] grants to the U.S. Government a paid-up, non-exclusive, irrevocable, worldwide license to reproduce or have reproduced, prepare or have prepared in derivative form, and distribute or have distributed copies of publications and solely or jointly created Subject Data for Government purposes.

Article 8. TANGIBLE PROPERTY

8.1 Ownership of Tangible Property

Standard Navy CRADA / 12 September 2018

Each Collaborator shall retain title to its Tangible Property. All Tangible Property owned and provided by one Collaborator shall remain the property of that Collaborator. Tangible Property having any component purchased or supplied by the Government shall be the property of the Government, unless such tangible Government components reasonably can be separated from non-Government components without damage to any of the individual components comprising the Tangible Property. These separated components shall remain the property of the

Collaborator that purchased them. After termination of this Agreement the collaborators may, by mutual consent, separate the Tangible Property into its components and the separated components shall remain the property of the

Collaborator that originally owned the property.

8.2 Tangible Property Operational and Disposition Costs

Each Collaborator shall be responsible for all costs of maintenance, removal, storage, repair, disposal and shipping of all Tangible Property to which it has title.

8.3 Disposal of Tangible Property

Unless otherwise agreed, each Collaborator shall take possession of its respective Tangible Property within sixty (60) days of termination of this Agreement. Each Collaborator shall cooperate with the other Collaborator in the recovery or disposition of the other Collaborator's property. Disposal of Tangible Property shall be in accordance with applicable U.S. Federal, State, and local property disposal laws, environmental laws, and regulations.

Article 9. LIABILITY

9.1 Extent of Government Liability

The Government shall be liable for the negligent or wrongful acts of its officers and employees solely to the extent provided for in the Federal Tort Claims Act (28 U.S. Code § 2671 et. seq.) and in other applicable laws and regulations of the U.S. that specifically waive sovereign immunity. Nothing in this Agreement shall be construed as a waiver of the sovereign immunity of the U.S.

9.2 Extent of [Non-Navy Collaborator] Liability

[Non-Navy Collaborator] is solely responsible for its actions and the actions of those acting for

[Non-Navy Collaborator] in the performance of this Agreement and for any damages that may arise from any suit, action, or claim, and for any costs from or incidental to any suit, action, or claim, including but not limited to settlement and defense costs. Further, [Non-Navy Collaborator] agrees that in any suit, action or claim brought by anyone not a Collaborator to this Agreement based on actions of [Non-Navy Collaborator], [Non-Navy Collaborator] shall not pursue any actions to enter the Government as a Collaborator in such suit, action or claim unless the Government has some liability under the Federal Tort Claims Act. This provision shall survive termination of this Agreement.

9.3 Force Majeure

No Collaborator shall be liable for the consequences of any force majeure that (1) is beyond its reasonable control; (2) is not caused by the fault or negligence of such Collaborator; (3) causes such Collaborator to be unable to perform its obligations under this Agreement; and (4) cannot be overcome by the exercise of due diligence. In the event of the occurrence of a force majeure, the Collaborator unable to perform shall promptly notify the other Collaborator. The Collaborators shall suspend performance only for such period of time as is necessary to overcome the result(s) of the force majeure and shall use their best efforts to resume performance as quickly as possible.

Article 10. GENERAL PROVISIONS

10.1 Entire Agreement

This Agreement constitutes the entire agreement between the Collaborators concerning the

Cooperative Work and supersedes any prior understanding or written or oral agreement relative to the Cooperative

Work.

10.2 Severability

The illegality or invalidity of any Article of this Agreement shall not impair, affect, or invalidate any other Article of this Agreement.

10.3 Interpretation of Headings

Headings of the Articles of this Agreement are for convenience of reference only and do not form a part of this Agreement and shall in no way affect the interpretation thereof.

10.4 Governing Laws

U.S. Federal laws shall govern this Agreement for all purposes.

10.5 Independent Parties/Entities

The relationship of the Collaborators to this Agreement is that of independent parties and not as agents of each other, partners, or participants in a joint venture.

10.6 Subcontracting

Neither Collaborator may allow third parties to perform any part of the Cooperative Work under this Agreement without express written consent of the other Collaborator. If consent is obtained, the Collaborator requesting such consent shall remain fully responsible for the portion of the Cooperative Work to be accomplished under a third-party agreement, and the third-party is not a Collaborator of this Agreement. Any third-party agreement to perform a portion of the Cooperative Work shall contain terms consistent with this Agreement.

10.7 Assignment

This Agreement shall not be assigned or otherwise transferred by either Collaborator without the prior written consent of the other Collaborator, except to the successor of that part of [Non-Navy Collaborator]’s business to which this Agreement pertains.

10.8 Disputes

NSWC Crane and [Non-Navy Collaborator] agree to use reasonable efforts to reach a fair settlement of any dispute. If such efforts are unsuccessful, remaining issues in dispute will be referred to the signatories or their successors for resolution. If a dispute continues, the remaining issues may be submitted to the

Chief of Naval Research (CNR), or the CNR designee, for resolution. This Agreement does not prevent any

Collaborator from pursuing disputes in a U.S. Federal court of competent jurisdiction. No Collaborator will pursue litigation in a U.S. Federal court until after the CNR, or the CNR designee, decides the dispute, or until sixty (60) days after the dispute was first submitted to the CNR, or the CNR designee, whichever comes first.

10.9 Use of Name or Endorsements

[Non-Navy Collaborator] shall not use the name of NSWC Crane or any other Government entity on any product or service that is directly or indirectly related to either this Agreement or any patent license or assignment associated with this Agreement without the prior approval of NSWC Crane. By entering into this

Agreement, NSWC Crane does not directly or indirectly endorse any product or service provided, or to be provided, by [Non-Navy Collaborator], its successors, assignees, or licensees. [Non-Navy Collaborator] shall not in any way imply that the Department of the Navy endorses any such product or service.

10.10 Public Release Announcements of This Agreement

Standard Navy CRADA / 12 September 2018

Information regarding this Agreement, excluding funding information (Article 5), the Statement of

Work, and associated Appendices, may be released to the public.

10.11 Environment, Safety, and Health

Each Collaborator shall be responsible for the handling, control, and disposition of any and all hazardous substances or waste in its custody during the course of this Agreement. At the conclusion of this Agreement, each Collaborator shall be responsible for the handling, control, and disposition of any and all hazardous substances or waste still in its possession. Each Collaborator shall obtain at its own expense all necessary permits and licenses as required by U.S. Federal, State, and local law and shall conduct such handling, control, and disposition in a lawful and environmentally responsible manner.