Attachment 4 - CRADA-MTA.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 Collaborator to Air Force Activity, as described in Appendix A.

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

1.4. “Test Data” is information in any form that is created or developed by Air Force Activity 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 Collaborator will deliver Material and Material Information, if any, to Air Force Activity within thirty (30) days of the Effective Date of this Agreement. [Alternate Clause: The Collaborator will deliver Material and Material Information, if any, within thirty (30) days of a written request by Air Force Activity.] If additional Material or Material Information not listed in Appendix A is provided by Collaborator, documentation of such Material or Material Information shall be appended to this Agreement.

2.2. Use of Material/Material Information. The Air Force Activity 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 Air Force Activity 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 Air Force Activity may share Material and Material Information with Air Force contractor personnel only for the purpose of conducting Air Force Activity’s test and evaluation activities specified under this Agreement and, in such cases, only with individuals having a written obligation of confidentiality. The Air Force Activity may not transfer or disclose any Material or Material Information to any other person or party without prior written approval from Collaborator. The Air Force Activity is not responsible for an unauthorized transfer or disclosure of Material or Material Information that was not clearly identified as such by Collaborator.

2.4. Disclosure of Public Information. Nothing in this Agreement prevents Air Force Activity 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 Air Force Activity will inform Collaborator of any third party request for Material or Material Information that is made to Air Force Activity within a period of two (2) years after the Effective Date of this Agreement.

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

2.7. Disposition of Material/Material Information. Upon expiration or termination of this Agreement, Air Force Activity 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 Air Force Activity may retain one copy of all Material Information to document Air Force Activity’s obligations and activities under this Agreement.

2.8. Test Data. [This paragraph is optional—include if Collaborator wants Test Data.] The Air Force Activity will promptly provide a final copy of its Test Data or report of its test and evaluation activities to Collaborator, 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 Collaborator 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 Air Force Activity owns 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 Air Force Activity owns all rights, title, and interest in and to any Test Data developed under this Agreement. Subject to Paragraph 2.6., Air Force Activity grants Collaborator a perpetual, royalty free, non-exclusive license to use Test Data for any 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 its Material, Material Information, or products that states or implies any endorsement or recommendation of Collaborator, its Material, Material Information, or products, by Air Force Activity, the United States Air Force 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 Collaborator.

The Collaborator is providing the following Material and, if applicable, Material Information, to Air Force Activity 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 Air Force Activity.

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

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

APPENDIX B

MARKING OF MATERIAL AND MATERIAL INFORMATION

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

[Collaborator]

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 Version 3.1 (30 March 2017)