Attachment_5_Vendor_Loan_Agreement.pdf

U.S. SPECIAL OPERATIONS COMMAND

DIRECTORATE OF PROCUREMENT

VENDOR LOAN AGREEMENT (VLA)

VLA No: ______________________ Technical Experimentation No: ________

Prior to acceptance of any article of equipment, material, or disclosure of information for evaluation or testing by the U.S. Special Operations Command (USSOCOM), the following policy must be understood and agreed to by the individual, firm, or corporation submitting such article, invention, or disclosure.

__________________________________, hereinafter referred to as the submitter, is authorized to submit the materials as herein described, and subject to the terms of this agreement.

ARTICLE (S) OR INFORMATION TO BE EVALUATED (Described):

LOCATION OF EVALUATION OR TEST:

DATE (S) AND DURATION OF EVALUATION OR TEST:

The period of this agreement shall be from ____________________________ to ________________________ unless sooner terminated by either party. Either party may terminate the agreement at any time after giving notice to the other party so coordinated action may be taken for removal of article(s) or information.

POLICY

1. USSOCOM has a continuing interest in receiving and evaluating voluntary submissions, which contain new ideas, suggestions, and inventive concepts that are germane to the potential needs of the Special Operations Forces. However, the military services have many personnel and contractors working on research and development including modifications of material and applications. Consequently, the substance of this submission may already be known to Government employees or Government contractors, may already be in the public domain, or may be available either now or later from a source other than this submission. Accordingly, it has been found desirable, in receiving voluntary submissions for evaluation, to exercise such precaution

(Revised May 2015) as will preclude misunderstanding by the submitter and prevent such submissions from having any restrictive or limiting effect on the Government's improvement programs.

2. It should be understood that acceptance for test or evaluation for potential usefulness to USSOCOM does not imply a promise to pay; a recognition of novelty, originality or uniqueness; or a contractual relationship such as would render the Government liable to pay for any use of the voluntary submission. Furthermore, in no way does any action under this Vendor Loan Agreement obligate the Government to procure experimental, production, or other quantities of the article(s) submitted or the item(s) covered by the disclosure. The submitter will not file any claim against USSOCOM or otherwise seek compensation for any article, information, or services provided.

3. Due care will be exercised in the handling and testing of voluntary submissions. The Government will, however, assume no responsibility or liability to submitter or others for:

a. Damage to, destruction of, or loss of voluntary submissions resulting from testing activities or otherwise.

b. Damage or injuries due to negligence or other causes that are incurred or suffered by submitter, submitter employees, or invitees during any test of such article or disclosure which is under the control of the submitter, his authorized agents, or employees regardless of whether USSOCOM personnel are participating in the test.

4. No Waiver of Sovereign Immunity. Notwithstanding any provision to the contrary, submitter understands that the Government will not be liable to any party to this Agreement, whether directly or by way of contribution or indemnity, for any claim made by any person or other entity for personal injury or death or for property damage or loss, arising in any way from this Agreement, except as provided under the Federal Tort Claims Act (28 USC § 2671 et seq.) or other federal law where sovereign immunity has been explicitly waived.

5. The manufacture, transportation, and maintenance of article submitted to the Government for evaluation or testing will be accomplished without cost to the Government.

6. Submitter may furnish instructions to the Government concerning the disposal of voluntary submissions, provided such instructions are furnished prior to completion of the tests or evaluation. Absent any such instructions, the Government will dispose of such property in accordance with established procedures.

7. The voluntary submissions will be handled in accordance with established Government procedures for safeguarding such articles or information against unauthorized disclosure. In addition, data forming a part of or constituting the submission will not be disclosed outside the Government or be duplicated, used, or disclosed in whole or part by the USSOCOM for any purpose other than evaluation.

Contractor consultant/advisors to the Government may review and provide support during evaluations. Voluntary submissions constitute approval to release the submissions to Government support contractors for this purpose. The restrictions do not limit the Government's right to use information contained in such data if it is obtained from another source, or is in the public domain. Liability by any reason or unauthorized disclosure of the submission by the Government will under no circumstances extend beyond the actual damage to the submitter caused by acts of the Government and cognizable in law. Furthermore, the Government accepts no liability for failure to safeguard information unless the information consists of a patentable invention, copyrighted, material, or data constituting a trade secret. Voluntary submissions, without restrictive markings, received from educational or nonprofit organizations may be evaluated outside the Government provided that the evaluators agree in writing not to reproduce, use, or disclose the information in whole or part, except for the purpose or evaluation, without the written permission from the submitter.

8. Unsolicited articles or disclosures are submitted and received in accordance with this agreement notwithstanding any contrary or inconsistent conditions imprinted on or submitted together with such articles or disclosures, or orally expressed.

9. Informal information covering the results of evaluations or tests will be furnished to submitter upon request. Such information shall not be construed as an endorsement by the Government of articles or the subject matter of disclosures nor shall they be used in whole or in part for advertising purposes with industry or other Government agencies.

10. The terms of the agreement shall apply to all submitted articles and disclosures.

The provisions of any contract for procurement resulting from these disclosures will supersede this understanding.

11. The USSOCOM technical point of contact will maintain status of the equipment or material. Responsibilities shall be limited by the policies within this agreement.

CERTIFICATION BY SUBMITTER

I certify that I have read the policy of the United States Special Operations Command set forth above and understand and agree to the terms and conditions thereof:

I further certify that I am (check appropriate box or boxes):

Sole owner of all articles, disclosures, and inventions submitted for evaluation or testing.

A member of the partnership or association identified below and have full authority to bind said partnership or association.

An authorized representative of the corporation identified below and have full authority to bind said corporation.

Submitter: _______________________________________________________

(Print or Type Business Name, Address, and Phone Number)

By: _________________________________ ________________________ Print or Type Name Title

Signature Date

U.S. SPECIAL OPERATIONS COMMAND

PMO: ___________________________________________________________

Print or Type Name of Program Management Office (PMO) Representative, Office Symbol, and Phone Number

KO: ____________________________________________________________

Print or Type Name of Contracting Officer (KO) and Phone Number