Attachment_C_Technical_Data_Articles_Annex_AWS.pdf

ATTACHMENT C – Technical Data Articles Annex | AWS Prototype

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ATTACHMENT C

TECHNICAL DATA ARTICLES ANNEX

Anesthesia Workstation System (AWS) Prototype

Other Transaction Authority – 10 U.S.C. § 4022 | Direct OTA – Prototype Project

Document Type Technical Data Articles Annex Source OTA Non-FAR / Adapted from Standard Technical Data Articles Effective for AWS Prototype Agreement under RPP dated 8 September 2026

ARTICLE I – Addressing DEI Discrimination by Federal Performers

(a) Definitions. As used in this Article—

“Program participation” means membership or participation in, or access or admission to training, mentoring, or leadership development programs; educational opportunities; clubs; associations; or similar opportunities that are sponsored or established by the Performer or subperformer.

“Racially discriminatory diversity, equity, and inclusion (DEI) activities” means disparate treatment based on race or ethnicity in the recruitment, employment (e.g., hiring, promotions), agreeing (e.g., vendor agreements), program participation, or allocation or deployment of an entity’s resources.

(b) In connection with the performance of work under this agreement, the Performer agrees as follows:

(1) The Performer will not engage in any racially discriminatory DEI activities;

(2) The Performer will furnish all information and reports, including providing access to books, records, and accounts, as required by the Agreements Officer, for purposes of ascertaining compliance with this Article;

(3) In the event of the Performer’s or a subperformer’s noncompliance with this Article, this agreement may be canceled, terminated, or suspended in whole or in part, and the Performer or subperformer may be declared ineligible for further Government agreements;

(4) The Performer will report any subperformer’s known or reasonably knowable conduct that may violate this Article to the Agreements Officer and take any appropriate remedial actions directed by the Agreements

Officer;

(5) The Performer will inform the Agreements Officer if a subperformer sues the Performer and the suit puts at issue, in any way, the validity of this Article.

(6) The Performer recognizes that compliance with the requirements of this Article are material to the

Government’s payment decisions for purposes of 31 U.S.C. 3729(b)(4).

(c) The Performer must include the substance of this Article, including this paragraph (c), in subagreements at any tier, including those for commercial products and commercial services, except those where the place of delivery or performance is outside the United States.

(End of Article)

ARTICLE II – Subagreements for Commercial Products and Commercial Services

(a) Definitions. As used in this Article—

“Commercial product”, “commercial service” and “commercially available off-the-shelf item” have the meanings contained in Federal Acquisition Regulation (FAR) 2.101.

“Subagreement” includes a transfer of commercial products or commercial services between divisions, subsidiaries, or affiliates of the Performer or subperformer at any tier.

(b) To the maximum extent practicable, the Performer shall incorporate, and require its subperformers at all tiers to incorporate, commercial products, commercial services, or nondevelopmental items as components of items to be supplied under this agreement.

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(c) (1) The Performer shall insert the following Articles in subagreements for commercial products or commercial services:

(i) Performer Code of Business Ethics and Conduct, if the subagreement exceeds the threshold specified on the date of subagreement award and has a performance period of more than 120 days. In altering this Article to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Agreements

Officer.

(ii) Whistleblower Protections Under the American Recovery and Reinvestment Act, if the subagreement is funded under the Recovery Act.

(iii) Performer Employee Whistleblower Rights; this Article does not apply to agreements of DoD, NASA, the Coast Guard, or applicable elements of the intelligence community.

(iv) Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements.

(v) Basic Safeguarding of Covered Performer Information Systems, other than subagreements for commercially available off-the-shelf items, if flow down is required.

(vi) Prohibition on Agreeing for Hardware, Software, and Services Developed or Provided by Kaspersky Lab

Covered Entities.

(vii) Prohibition on Agreeing for Certain Telecommunications and Video Surveillance Services or

Equipment.

(viii) Prohibition on a ByteDance Covered Application.

(ix) (A) Federal Acquisition Supply Chain Security Act Orders—Prohibition. (B) Alternate I of Federal

Acquisition Supply Chain Security Act Orders—Prohibition.

(x) Utilization of Small Business Concerns, if the subagreement offers further subagreement opportunities. If the subagreement (except subagreements to small business concerns) exceeds the applicable threshold on the date of subagreement award, the subperformer must include this Article in lower tier subagreements that offer subagreement opportunities.

(xi) Prohibition of Segregated Facilities.

(xii) Equal Opportunity.

(xiii) Equal Opportunity for Veterans.

(xiv) Equal Opportunity for Workers with Disabilities.

(xv) Employment Reports on Veterans.

(xvi) Notification of Employee Rights Under the National Labor Relations Act, if flow down is required.

(xvii) (A) Combating Trafficking in Persons. (B) Alternate I of Combating Trafficking in Persons.

(xviii) Minimum Wages for Performer Workers under Executive Order 14026, if flow down is required.

(xix) Paid Sick Leave Under Executive Order 13706, if flow down is required.

(xx) (A) Privacy Training if flow down is required. (B) Alternate I of Privacy Training, if flow down is required and the agency specifies that only its agency-provided training is acceptable).

(xxi) Performers Performing Private Security Functions Outside the United States.

(xxii) Providing Accelerated Payments to Small Business Subperformers, if flow down is required.

(xxiii) Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone

Act-Covered Foreign Entities.

(xxiv) Preference for Privately Owned U.S.-Flag Commercial Vessels, if flow down is required.

(2) While not required, the Performer may flow down to subagreements for commercial products or commercial services a minimal number of additional Articles necessary to satisfy its agreement obligations.

(d) The Performer shall include the terms of this Article, including this paragraph (d), in subagreements awarded under this agreement.

(End of Article)

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ARTICLE III – Rights in Technical Data and Computer Software (Commercial-

Derivative Prototype)

This Article governs rights in technical data and computer software under this Prototype Agreement for the

Anesthesia Workstation System (AWS). This is a commercial-derivative prototype effort.

(a) Ownership. The Performer shall retain ownership of all technical data and computer software developed exclusively at private expense.

(b) Unlimited Rights. For technical data and computer software first produced or specifically modified under this

Agreement, the Government shall have Unlimited Rights.

(c) Commercial Technical Data and Computer Software. For commercial technical data and commercial computer software, the Government shall receive the rights customarily provided to the public under the

Performer’s standard commercial license, or at a minimum rights sufficient for the Government to use, reproduce, and distribute such data and software for Government purposes, including organic maintenance, training, and operational use.

(d) Specific AWS Organic Maintenance License. The Government requires the ability to perform organic maintenance and repair using military Biomedical Equipment Technician (BMET) personnel at Field and Depot levels. Accordingly, the Performer grants the following license rights:

(1) The Performer grants the Government a perpetual, irrevocable, royalty-free, non-exclusive, worldwide license to reproduce, distribute, and use all operation and maintenance manuals, schematics, parts lists, troubleshooting guides, and related technical data for the AWS system strictly for internal Department of War training, operation, and organic maintenance purposes.

(2) The Performer shall provide all necessary software keys, access codes, diagnostic tools, or calibration software required to perform calibration, diagnostics, and software updates on the AWS system by authorized

Government personnel.

(3) Organic maintenance and repair performed by Government BMET personnel in accordance with the provided manuals and procedures shall not void the Performer’s warranty.

(4) Use of third-party ruggedized cases, mounts, or minor configuration changes approved by the Government shall not void the warranty.

(5) The Performer shall submit assertions of restricted rights or commercial technical data using the format specified in Article V of this Annex (or Appendix E of the RPP). All assertions must be identified in the proposal and finalized prior to award of the Agreement.

(End of Article)

ARTICLE IV – Identification and Assertion of Use, Release, or Disclosure Restrictions

Vendors shall identify, to the extent known at the time a proposal is submitted, the technical data or computer software that the Vendor, its subperformers or suppliers, assert should be furnished to the Government with restrictions on use, release, or disclosure.

Assertions shall be submitted as an attachment to the proposal (Appendix E of the RPP) in the standard format, dated and signed by an official authorized to contractually obligate the Vendor. Failure to submit complete assertions may render the proposal ineligible for award.

Upon award, the assertions shall be listed in an attachment to the Agreement. The Agreements Officer may require additional information to evaluate any listed assertion.

(End of Article)

ARTICLE V – Technical Data—Withholding of Payment

(a) If technical data specified to be delivered under this Agreement is not delivered within the time specified or is deficient upon delivery (including having restrictive markings not identified in the approved assertions list), the

Agreements Officer may, until such data is accepted by the Government, withhold payment to the Performer of

UNCLASSIFIED | Page 4 of 4 | Anesthesia Workstation System (AWS) Prototype OTA ten percent (10%) of the total agreement price or amount unless a lesser withholding is specified. Payments shall not be withheld when the Performer’s failure to make timely delivery arises out of causes beyond the control and without the fault or negligence of the Performer.

(b) The withholding of any amount or subsequent payment to the Performer shall not be construed as a waiver of any rights accruing to the Government under this Agreement.

(End of Article)

This Annex is hereby incorporated into the Request for Prototype Proposals (RPP) for the Anesthesia Workstation

System (AWS) and any resulting Prototype Other Transaction Agreement. The specific AWS organic maintenance and data rights expectations in Article III of this Annex take precedence for this commercial-derivative prototype effort.