Attachment 1 - Statement of Work.pdf

HR0011-24-Q-0002

Attachment #1

5 April 2024

STATEMENT OF WORK (SOW)

THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY (DARPA)

BLANKET PURCHASE AGREEMENT (BPA)

DARPA COMMERCIAL ACCELERATORS

5 April 2024

1.0 Contract Title: DARPA Commercial Accelerators.

2.0 Background: The mission of DARPA’s Commercial Strategy program is to accelerate transition opportunities for DARPA performers* to end users in the Department of Defense (DoD), the U.S. Government, Allied Partners, and the commercial sector.

* A DARPA performer is a contractor that is under contract to DARPA to perform specific research and development (R&D) related to a specific program. More information can be found here: https://www.darpa.mil/attachments/DI70.pdf.

The goals of the Commercial Strategy program are to:

• Prevent problematic foreign investment in DARPA-funded technologies.

• Ensure that technologies developed through DARPA investment survive the “valley of death” between demonstrated technology and availability for national and economic security deployment.

• Aggressively accelerate the pace at which new technology developments become available for national security needs.

• Address and de-risk the highest market inefficiencies that prevent DARPA-funded technologies from transitioning.

Commercial Strategy intends to achieve these goals by conducting the foundational entrepreneurial research required to design technologies of relevance and value to the market, formulate strong go-to-market strategies, and increase the likelihood that DARPA performers secure U.S. investment, grow domestically, and provide new capabilities for national defense.

The expertise and experience required to support DARPA’s Commercial Strategy programs and other transition activities include early-stage research, early-stage company building (pre-seed, seed, Series A), entrepreneurial training, translational research, venture investment deal sourcing, evaluation and execution, licensing agreement drafting and negotiation, a broad network of relevance to transitioning technology to U.S. Government users such as systems integrators, testing and evaluation labs, U.S. Government acquisition programs, high-tech private equity or venture capital investors, and due diligence for identifying and mapping investors and corporations whose association with the transition of DARPA technologies could be problematic to national security.

3.0 Objectives: The objective of this BPA is to have qualified Senior Commercial Advisor (SCA) Support providers across the U.S. that meet the below Statement of Work (SOW) requirements.

These SCA Support providers will advise and assist the Commercial Strategy team in managing performers with transition activities. Multiple providers who assist Commercial Strategy in managing performers will ensure the best fit for each performer, foster competition, and infuse https://www.darpa.mil/attachments/DI70.pdf

5 April 2024 technology development capability. Each contractor shall provide experts with technological and industry proficiency to conduct ongoing, iterative assessments of the technical solutions’ commercial viability.

4.0 Embedded Entrepreneur Initiative/Minimum Viable Product (EEI/MVP): The EEI/MVP Tasks performed by the DARPA Commercial Accelerator, establishes a repeatable and scalable program for DARPA performers that addresses the following challenges and inefficiencies:

1. De-risk the business challenges (as opposed to technical challenges) and accelerating the pace and scale of bringing products and services to Market

2. Identify sources of capital to bridge the “valley of death” often associates with the long-lead procurement processes at DoD and the cost of productizing technology.

3. Identify Market opportunities for DARPA technologies with high potential for enhancing national security but may not have a readily identifiable commercial market or be cost effective in a commercial market.

4. Outflank adversaries who seek to impede a breakthrough technology from being used for U.S. national security uses by investing and taking ownership in a successful DARPA Performer.

5. Identify Domestic or U.S.-friendly manufacturing locations that are essential for national security uses.

6. Provide expertise to overcome regulatory hurdles which are often a significant barrier for EEI/MVP Performers.

7. Provide expert guidance on bringing some technologies to Market that have the most potential to enhance national security but are classified, limiting those who can provide guidance for certain EEI/MVP Performers.

5.0 DARPA Commercial Accelerators as a Fund Strategy: DARPA’s mission is focused on bringing the highest-potential, game-changing technology to the warfighter. DARPA Commercial Accelerators extends that mission to bringing those same game-changing innovations to the commercial market. However, rarely are technology development contracts sufficient to successfully productize and commercialize a technology; they need access to capital.

Therefore, DARPA Commercial Accelerator performers must be able to articulate how their investment strategies align to the 14 Critical Technology Areas and that DARPA performers, having already demonstrated technological success, can leverage those investment pools to achieve commercial success.

The 14 Critical Technology Areas, identified by the DoD and shown below, are vital to maintaining the national security of the United States. These areas are grouped into three categories that represent different approaches to fulfilling the advanced technology needs, and different funding approaches, of the DoD. DARPA Commercial Accelerator performers should have investment funds whose strategies align to a set of these fourteen technology areas.

DoD Critical Technology Areas:

Seed Areas of Emerging Opportunity

1. Biotechnology

5 April 2024

2. Quantum Science

3. Future Generation Wireless Technology (FutureG)

4. Advanced Materials

Effective Adoption Areas – where there is existing vibrant commercial sector activity

5. Trusted AI and Autonomy

6. Integrated Network Systems-of-Systems

7. Microelectronics

8. Space Technology

9. Renewable Energy Generation and Storage

10. Advanced Computing and Software

11. Human-Machine Interfaces

Defense-Specific Areas

12. Directed Energy

13. Hypersonics

14. Integrated Sensing and Cyber

6.0 Scope: The contractor will provide support to DARPA and its Government partners through call orders within scope of SCA Support Services.

7.0 Tasks:

7.1 STANDUP ACTIVITIES

Task A. SCA Recruitment and Retention Plan DARPA Commercial Accelerators shall create and provide to DARPA a Recruitment and Retention Plan for recruiting and retaining Senior Commercial Advisors.

Task B. Data Template, Data Reporting Training, Data Test Plan and Demonstration on Ability to Provide Data to DARPA DARPA Commercial Accelerators shall create and provide a plan and process to DARPA for providing DARPA with data collected and generated by the proposer during the execution of the SCA Tasks as well as data required by DARPA Commercial Strategy for assessing potential investment pathways as necessary.

Task C. Conflicts of Interest Policy, Training, and Implementation DARPA Commercial Accelerators shall create and provide to DARPA an appropriate Conflict of Interest Policy and associated training and implementation process.

Task D. SCA Training, Templates, and Best Practices DARPA Commercial Accelerator Proposers will create and provide to DARPA training briefings, templates for standardization of SCA Tasks, and maintain best practices for each SCA Task.

5 April 2024

Task E. Prep and Kick-Off workshop with DARPA DARPA Commercial Accelerator Performers shall plan and conduct preparation and kickoff workshops in collaboration with DARPA Commercial Strategy.

7.2 DARPA COMMERCIAL ACCELERATORS SCA TASKS

Task 0: DARPA Training/Socialization SCA attends required DARPA training (security, document handling, etc.) and orientation events.

Task 1: Initial Due Diligence In this task, the SCA and DARPA Systems Engineering and Technical Advisory (SETA) support team review the nomination and confirms the assessment that the nomination should proceed to Task 2, Full Due Diligence.

Key elements of the initial due diligence

• Confirm High potential value for both National and Economic Security

• Tech validation by Program Manager (PM)

• Second tech validation by other DARPA PM/Subject Matter Expert (SME) if the project is a Small Business Innovation Research (SBIR) project

• Confirm challenge is to reduce key business risk vs. R&D

• Confirm performer has demonstrated leveraged private capital (if applicable)

• Confirm performer has successfully transitioned into DoD (if applicable)

• Confirm fit into portfolio targets

Some performers may have previous success in raising private capital and if so, it should be noted in the initial due diligence report. Moreover, special attention should be paid to performers who are serial SBIR contract recipients. These performers may not be strong candidates for commercialization as their business interest are more aligned to technology demonstration and not productization. Be sure to confirm the performers intent and ability to follow through with a commercialization strategy that includes scaling and fund raising as appropriate.

Task 2: Full Due Diligence In this task, the SCA prepares an Election Form which is a business case for the commercialization of the performer’s technology or product. Once the due diligence has reached a point where the SCA judges that the Performer has a potentially successful business case, the SCA will request a White Paper from the performer that described how the performer will use the Embedded Entrepreneur or MVP funding to achieve business success.

Key elements of the full due diligence include:

• Confirmation of current status (Team/Financials/Technology Readiness Level (TRL)/Market)

• Market analysis (2 primary interviews with SMEs)

• Competitive research and analysis

• Market facing development plan (go to market (GTM)) insights

• Early adopters/category leader + candidates

• DOD/Commercial use cases and stakeholder POCs

• Intellectual property asset management

• Financial status, capital raise requirements, and leverage

5 April 2024

• Risk methodology assessment

Optional Sub Tasks

• Manufacturing/production planning

• Techno Economic Assessment (TEA)

• ITAR/Global scale-up assessment

• Size of the value

• Outline team talent current state and talent requirements

• Identify key/potential leverage for proposed EEI/MVP

• List commercial considerations for proposed EEI/MVP

Task 3: EEI/MVP Start Pitch In this task, the SCA has completed due diligence and written the Election Form. The SCA has also received the final form of the White Paper from the Performer. The SCA presents the Election form and White Paper for approval. If approved, the performer is notified and invited by DARPA Commercial Strategy to submit an EEI/MVP program proposal via the Commercial Solutions Opening.

Task 4: EEI Recruitment After the performer has successfully been awarded an EEI/MVP program, the DARPA Commercial Accelerator and SCA will support hiring the Embedded Entrepreneur by contributing to and reviewing solicitation materials, candidate resume reviews, and potentially supporting candidate interviews. This task is also reportable by the performer to the DARPA contracts office and Commercial Strategy SETA. The awarded EEI/MVP project will fund the EE.

• Discuss requirements with performer based on SOW

• Draft requirements write-up

• Support service provider in finding qualified EE candidates for performer which might include:

• Access to personal network of entrepreneurs, market experts, manufacturing experts, regulatory experts

• Engage recruiting experts with a track record for finding serial entrepreneurs

• Call and vet candidates for match to skills needed for performer as appropriate

• Provide recommendations/intros to performer as appropriate

• Report selection status to DARPA Commercial Strategy

Task 5: Coaching/Mentoring/Reporting Once a performer has been awarded an EEI contract, and the Embedded Entrepreneur (EE) has been hired, the SCA will utilize a standardized format for assessing the business fundamentals of the performer in order to provide insight for SOW formulation and to assess progress of the performer throughout the Period of Performance.

These business fundamentals include:

• Market/strategic opportunity

• Team

• Tech Validation/robustness

• Intellectual Property (IP) position

• Product definition/readiness

• Go-to-Market Plan

• Competitive Landscape

5 April 2024

• Funding Amount Needed

These metrics will be updated monthly and will be briefed to the DARPA Commercial Strategy Team at the quarterly meetings.

Enabling an accelerated or sustainable national security/warfighter capability, seeding a commercial market, or realizing a social good under EEI/MVP/CSO program requires different success criterion and metrics to optimize and track the success and performance of Commercial Strategy efforts. Therefore, once a performer is selected, categorize each by objective and the relevant criteria upon which success will be judged. Example objectives include:

• Possible objective: create a commercial product/market complementary to the national security/warfighter use case and raise private investment

• Possible objective: Find follow-on support from one of the military branches to further the national security/warfighter use case.

• Possible objective: Identify DoD prime contractors for which the national security/warfighter use case will fit their business and target partnership/acquisition/IP acquisition

• Provide Strategy on Business Planning, Talent Recruitment, J.V./Manufacturing, Licensing, Deal Structuring, Financial Structuring

• Provide Strategy on Go-To-Market Strategy for Commercial/DoD

• Provide business development intros to potential customers and alliances

• Provide potential private investment introductions and Strategies on capital considerations

• Pitch Deck Feedback

• Strategy on Manufacturing, Scale-up, TEA Analysis

• Other reduction of high business-risk activity

• SCA Commercialization activities may also include

• Techno-Economic Market Mapping

• Financial Modeling

• Licensing Strategies

• Manufacturing and Services Scale-up

• Third Party Validation

• Deal-Structuring

• Operational Modeling/Simulation

• Talent/Workforce Planning

• Regional Commercial/DOD Demonstrations

• Product-Market Fit

• Voice of the Customer Workshops

• Embedded Entrepreneur Recruitment

• Participate in Quarterly Reviews

• Provide Monthly Activities/Transition updates to DARPA Box

Task 6: Review SoW/Task and Transition Events On a quarterly basis, the SCA review the EEI SoW and progress toward transition events. The SOW defines the activities of the EE and transition events are important progress milestones for the performer with respect to the EEI/MVP program goals. A successful EE will create the business conditions for the performer to achieve any number of transition events and are important metrics for DARPA Commercial Strategy

5 April 2024

Transition events include:

• New/Increased Product/Services Revenue

• Venture Funds Raised

• Government Awards

• Jobs Created

• Joint Development Agreements

• Licensing Agreements

• New/Increased Manufacturing Capacity

• Mergers and Acquisitions

• New Company Formed

• Regulatory Approval

• Other Private Funds Raised

• Existence of Problematic Foreign Investment or Approaches

Task 7: Monthly Reports On a monthly basis, the SCA will provide a short report to DARPA Commercial Strategy summarizing their activities as they relate to each of their performers and Task status.

Task 8: Close Out At the end of the EEI program, the SCA conducts a close out interview with the performer and the

EE

• Meeting with DARPA/SCA/EE/Performer

• Confirm/validate SOW file location/complete

• Request/document feedback from EE and performer

• Provide lessons learned/insights to DARPA

• Confirm close-out form completion

Task 9: Quarterly Reviews On a quarterly basis, the SCA will provide a briefing at the DARPA Commercial Strategy Quarterly Review.

Task 10: Optional SCA Commercialization Tasks An SCA may propose, additional commercialization tasks for DARPA Commercial Strategy review and approval.

8.0 Place of performance: Place of performance will be specified at the call order level.

9.0 Period of performance: The master agreement will have an ordering period of three (3) years with call order end dates not exceeding twelve (12) months past the ordering period. Specific periods of performance will be identified at the call order level.

10.0 Delivery schedule: Delivery schedules will be specified at the call order level.

11.0 Government Furnished Equipment (GFE)/Government Furnished Information (GFI):

GFE and GFI requirements will be identified at the call order level.

5 April 2024

12.0 BPA Review: The Contracting Officer will review each BPA at least annually and conduct formal market research to ensure each BPA represents the “best value.” If necessary, BPAs will be updated at that time.

13.0 Authority to Place Order: Only DARPA Contracting Officers are authorized to place orders under this BPA. ALL work contemplated under this BPA shall directly support DARPA Programs only.

14.0 Ordering Procedures: Orders shall be placed in accordance with the procedures outlined in FAR 13.303-5 and the attached ordering procedures.

15.0 Invoices: Invoices will be submitted in accordance with the instructions specified within each call order issued against this BPA.

16.0 Call Order Terms and Conditions: The terms and conditions included in this BPA apply to all call orders made pursuant to it.