Attachment 3 - CRADA-MTA Release.docx

USAF CRADA-MTA NUMBER: FY-###-LAB-##

MATERIAL TRANSFER AGREEMENT

between

<<Collaborator>> and

<<Air Force Activity>>

PREAMBLE

This Material Transfer Agreement (“Agreement”) is a limited purpose Cooperative Research and Development Agreement, entered into under authority of the Stevenson-Wydler Technology Innovation Act of 1980, as amended and codified at 15 U.S.C. §3710a, Cooperative Research and Development Agreements; and implemented by Air Force Policy Directive 61-3, Domestic Technology Transfer (20 May 2013); and Air Force Instruction 61-302, Cooperative Research and Development Agreements (30 May 2001).

This Agreement is entered into between <<Collaborator>>, a [State of Incorporation] corporation having principal offices at <<Address of Collaborator>> (“Collaborator”), and the United States of America, as represented by the Secretary of the Air Force, acting through <<Air Force Activity>> (“Air Force Activity”), located at <<Address of Air Force Activity>>.

The activities conducted under this Agreement, described in paragraph B of Appendix A, are consistent with the mission of Air Force Activity.

ARTICLE 1. DEFINITIONS

1.1. “Effective Date” is the date this Agreement is signed by the Air Force Reviewing Official after having been signed by the duly authorized representatives of the parties.

1.2. “Material” is the physical substance or product provided by Air Force Activity to Collaborator, as described in Appendix A.

1.3. “Material Information” is documentation relating to the Material provided by Air Force Activity to Collaborator under this Agreement, as described in Appendix A.

1.4. “Test Data” is information in any form that is created or developed by Collaborator as part of the test and evaluation activities conducted under this Agreement.

ARTICLE 2. CONDUCT OF TEST AND EVALUATION

2.1. Delivery of Material/Material Information. The Air Force Activity will deliver Material and Material Information, if any, to Collaborator within thirty (30) days of the Effective Date of this Agreement. If additional Material or Material Information not listed in Appendix A is provided by Air Force Activity, documentation of such Material or Material Information shall be appended to this Agreement.

2.2. Use of Material/Material Information. The Collaborator may use Material and Material Information only for the test and evaluation activities specified in Appendix A and in compliance with all applicable laws, regulations, and policies. [Optional Clause: The Collaborator will not attempt to reverse engineer, chemically analyze or otherwise identify the composition or construction of Material.]

2.3. Disclosure of Material/Material Information. The Collaborator may not transfer or disclose any Material or Material Information to any other person or party without prior written approval from Air Force Activity.

2.4. Disclosure of Public Information. Nothing in this Agreement prevents Collaborator from disclosing Material or Material Information that: (1) is generally known, becomes known, or is available from another source without obligations concerning its confidentiality; (2) has been made available by the owners to others without obligation concerning its confidentiality; or (3) is described in an issued patent, published patent application, or published copyrighted work.

2.5. Third Party Requests for Material or Material Information. The Collaborator will inform Air Force Activity of any third party request for Material or Material Information that is made to Collaborator within a period of two (2) years after the Effective Date of this Agreement.

2.6. Publication. If Collaborator chooses to publish test and evaluation activities conducted under this Agreement, Collaborator will provide, as a courtesy, a copy of the proposed publication (or, if not feasible, a summary of the proposed publication) to Air Force Activity prior to publication to ensure no Material Information is disclosed and to protect intellectual property rights. The Air Force Activity has the right to exclude its name, Material, and/or Material Information from the publication, or ask Collaborator to give appropriate credit to Air Force Activity for its contributions under this Agreement, by providing written notice to Collaborator within thirty (30) days of receiving the proposed publication. The Air Force Activity will provide Collaborator with a copy of any proposed publication that discloses or concerns any report or Test Data received from Collaborator under this Agreement.

2.7. Disposition of Material/Material Information. Upon expiration or termination of this Agreement, Collaborator may dispose of or retain any remaining Material in a manner that is mutually acceptable to both parties and that complies with applicable laws, regulations, and policies. The Collaborator may retain one copy of all Material Information to document its obligations and activities under this Agreement.

2.8. Test Data. The Collaborator will promptly provide a final copy of its Test Data or report of its test and evaluation activities to Air Force Activity, but in no event later than ninety (90) days following the completion of the report or test and evaluation activities or the expiration or termination of this Agreement.

ARTICLE 3. INTELLECTUAL PROPERTY RIGHTS

3.1. No Transfer of IP Rights. Except as expressly set forth herein, this Agreement does not grant, confer, or otherwise transfer any right, title, or interest, by license or otherwise, in or to any invention, copyright, patent, Material, Material Information, Test Data, trademark, trade secret, know-how, or other intellectual property of either party to the other party.

3.2. Material/Material Information. The Air Force Activity retains all rights, title, and interest in and to any intellectual property for Material and Material Information provided under this Agreement.

3.3. Inventions. The Collaborator shall own all inventions conceived or reduced to practice by its employees during the test and evaluation activities conducted under this Agreement.

3.4. Test Data. The Collaborator owns all rights, title, and interest in and to any Test Data developed under this Agreement. Subject to Paragraph 2.6., Collaborator grants Air Force Activity a perpetual, royalty free, non-exclusive license to use Test Data for any government purpose.

ARTICLE 4. EXPRESS DISCLAIMERS

4.1. No Warranties. All Material, Material Information, and Test Data delivered pursuant to this Agreement are provided AS IS. THE PARTIES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THE PARTIES MAKE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR REPRESENTATIONS THAT THE USE OF ANY MATERIAL, MATERIAL INFORMATION, OR TEST DATA WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, PROPRIETARY RIGHTS, OR OTHER INTELLECTUAL PROPERTY OR RIGHTS.

4.2. No Indemnity. No indemnification for any damages is anticipated or provided for under this Agreement. The Air Force Activity and Collaborator are responsible for their own costs and any damages either party incurs as a result of its activities under this Agreement. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES.

ARTICLE 5. TERM, MODIFICATION, AND TERMINATION OF AGREEMENT

5.1. Term of Agreement. This Agreement will be in effect for two (2) years from the Effective Date, unless sooner terminated by either party. All rights and obligations accrued prior to expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

5.2. Termination. Either party may unilaterally terminate this Agreement for any reason and at any time by giving written notice of such termination to the other party. The parties may extend this Agreement by entering into a Modification signed by each party’s representative who is authorized to execute this Agreement. Each such Modification will be appended to this Agreement.

ARTICLE 6. GENERAL TERMS AND PROVISIONS

6.1. Entire Agreement. This Agreement represents the entire agreement of the parties and is the complete and exclusive statement of their agreement. No other collaboration between the parties is contemplated or authorized under this Agreement.

6.2. No Endorsement. The Collaborator shall not make any statement, claim, or inference regarding this Agreement, or any Material, Material Information, Test Data or products embodying or derived from Material, that states or implies any endorsement or recommendation of Collaborator by Air Force Activity, the United States Air Force, the Department of Defense, or the United States Government.

6.3. Relationship of Parties. The parties are independent entities and nothing in this Agreement creates or constitutes an agency, joint venture, partnership, or business entity of any kind between the parties. Neither party is authorized to act on behalf of the other party in any matter and each party will maintain sole and exclusive control over its own personnel and operations.

6.4. No Funds Transfer. Each party shall bear its own costs and expenses in performing its activities and obligations under this Agreement and no funds may be transferred under this Agreement.

6.5. Force Majeure. Neither party will be in breach of this Agreement for the failure or omission of performance caused by any event beyond its reasonable control and not caused by the fault or negligence of the party. If such a force majeure event occurs, the party unable to perform must promptly notify the other party, maintain in good faith such part performance as is reasonably possible, and thereafter resume full performance as soon as is reasonably practicable.

6.6. Choice of Laws. The laws applicable to the United States Government shall govern this Agreement for all purposes.

ARTICLE 7. NOTICES

All formal notices, correspondence, and other communications under this Agreement will be effective if sent by First-Class Mail to the designated representative of each party at the address indicated below.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate through their duly authorized representatives as follows:

COLLABORATOR

AIR FORCE ACTIVITY

<<Collaborator>>

<<Air Force Activity>>

Signature of Official

[Title]

Signature of Official

[Title]

[Mailing Address]

[Mailing Address]

[Email Address]

[Email Address]

Date

Date

REVIEWED AND APPROVED BY AIR FORCE REVIEWING OFFICIAL

[Name of Reviewing Official]

[Title of Reviewing Official]

Signature

Date

APPENDIX A

TEST AND EVALUATION ACTIVITIES

A. Material and Material Information Provided By Air Force Activity.

The Air Force Activity is providing the following Material and, if applicable, Material Information, to Collaborator for use in conducting the test and evaluation activities specified in paragraph B (below).

1.

2.

3.

4.

5.

B. Test and evaluation Activities of Collaborator.

The Collaborator will conduct the following test and evaluation activities with Material provided by Air Force Activity.

[Describe the testing, analysis, and other activities Collaborator will conduct with Material provided by Air Force Activity under this Agreement]

APPENDIX B

MARKING OF MATERIAL AND MATERIAL INFORMATION

The Air Force Activity will prominently mark all Material and Material Information (or container or media containing Material or Material Information) provided to Collaborator under this Agreement with the following label or substantially similar designation.

UNITED STATES AIR FORCE

MATERIAL/MATERIAL INFORMATION

The right to use, modify, reproduce, release, display, disclose or dispose of material or material information contained herein is restricted as specified in CRADA-MTA No. FY-###-LAB-##.

If you are not permitted to receive this material or material information under that agreement, you must immediately return it to an authorized representative. The reproduction or distribution of any material or material information marked with this legend, or any portion thereof, must be authorized under that agreement and must be marked with this legend.

Page 1 of 7 CRADA-MTA AF Release, Version 1.1 (30 March 2017)