Attachment_I_Associate_Contractor_Agreement.docx

Attachment IH Sample Associate Contractor Agreement Clause

(a) It is recognized that success of the [List brief description of research effort] research effort depends in part upon the open exchange of information between the various Associate Contractors involved in the effort. This requirement is intended to ensure that there will be appropriate coordination and integration of work by the Associate Contractors to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this contract, the Contractor assumes the responsibilities of an Associate Contractor. For the purpose of this requirement, the term Contractor includes subsidiaries, affiliates, and organizations under the control of the contractor (e.g. subcontractors).

(b) Work under this contract may involve access to proprietary or confidential data from an Associate Contractor. To the extent that such data is received by the Contractor from any Associate Contractor for the performance of this contract, the Contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contractor and shall be used solely for the purpose of the [List brief description of research effort] research effort. Only that information which is received from another contractor 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 Contractor receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Contractor 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 Contractor hereby agrees to closely cooperate as an Associate Contractor with the other Associate Contractors 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 Contractors;

(3) delineation of detailed interface responsibilities;

(4) entering into a written agreement with the other Associate Contractors 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 Contractor and transmittal of Contractor proprietary information to the Associate Contractors subject to any applicable proprietary information exchange agreements between associate contractors when, in either case, those actions are necessary for the performance of either.

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

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

(f) Associate Contractors for this research effort include:

Contractor Technical Area [List Name of Contractor] [List Technical Area]