Attachment_F_Associate_Performer_Agreement.docx

ATTACHMENT F:

ASSOCIATE PERFORMER AGREEMENT

(a) It is recognized that success of the development high-energy-density, high power-density electrically rechargeable batteries and fuel cells with rapid transition to end users depends in part upon the open exchange of information between the various Associate Performers involved in the effort. This requirement is intended to ensure that there will be appropriate coordination and integration of work by the Associate Performers to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this contract, the Performer assumes the responsibilities of an Associate Performer. For the purpose of this requirement, the term Performer includes subsidiaries, affiliates, and organizations under the control of the Performer (e.g., subawardees).

(b) Work under this contract may involve access to proprietary or confidential data from an Associate Performer. To the extent that such data is received by the Performer from any Associate Performer for the performance of this contract, the Performer hereby agrees that any proprietary information received shall remain the property of the Associate Performer and shall be used solely for the purpose of the development of high-energy-density, high power-density electrically rechargeable batteries and fuel cells for rapid transition to end users under this effort. Only that information which is received from another Performer in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this requirement. The obligation to retain such information in confidence will be satisfied if the Performer receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Performer agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.

(c) The Performer hereby agrees to closely cooperate as an Associate Performer with the other Associate Performers on this research effort. This involves as a minimum:

(1) maintenance of a close liaison and working relationship;

(2) maintenance of a free and open information network with all Government-identified Associate Performers;

(3) delineation of detailed interface responsibilities;

(4) entering into a written agreement with the other Associate Performers setting forth the substance and procedures relating to the foregoing, and promptly providing the Contracting Officer with a copy of same; and,

(5) receipt of proprietary information from the Associate Performer and transmittal of Performer proprietary information to the Associate Performers subject to any applicable proprietary information exchange agreements between Associate Performers when, in either case, those actions are necessary for the performance of either.

(6) delivery of agreed-upon number of prototype devices from Performer to Associate Performer.

(d) In the event that the Performer and the Associate Performer are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, the Performer shall promptly notify the DARPA DSO Program Manager. The Government will determine the appropriate corrective action and will issue guidance to the affected Performer.

(e) The Performer agrees to insert in all subcontracts which require access to proprietary information belonging to the Associate Performer, a requirement which shall conform substantially to the language of this requirement, including this paragraph (e).

(f) Associate Performers for this research effort include: TBD