DARPARA2402-Attachment_6-Model_Research_Other_Transaction__OT_.docx

Agreement HR0011XX3XXXXKey:

Green Text – Instructional / to be filled-in. Please edit keep text green Blue Text – Items that may or may not be in the final OT. Do not edit Black Text – Items that will not change in final OT. Do not edit

(SAMPLE - COMPANY MODEL – Fixed Approach)

OTHER TRANSACTION FOR RESEARCH

BETWEEN

[INSERT PERFORMER AND ADDRESS]

AND

THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

675 NORTH RANDOLPH STREET

ARLINGTON, VA 22203-2114

CONCERNING

[INSERT RESEARCH AND DEVELOPMENT TITLE]

Agreement No.: HR0011-XX-3-XXXX Purchase Requisition No.:

Total Amount of the Agreement: $[AMOUNT OF PERFORMER FUNDING] Funds Obligated: $ Authority: 10 U.S.C. § 4021 Effective Date:

Line of Appropriation:

0001/000101

AA

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and [INSERT PERFORMER] pursuant to and under United States Federal law.

(Signature) (Signature)

(Name, Title) (Date) (Name, Title) (Date)

TABLE OF CONTENTS

ARTICLES

ATTACHMENTS

ARTICLE I: SCOPE OF THE AGREEMENT

A. Background

Somnus will focus on the identification of molecules and mechanisms of host interactions with the gut microbiome that are associated with the restorative effect of sleep on cognitive performance. To achieve this goal, funded studies will utilize an animal model of acute sleep deprivation and recovery, along with a variety of approaches to collect biospecimens for measurement and analysis.

B. Definitions

In this Agreement, the following definitions apply:

Agreement: The body of this Agreement and Attachments 1 – 6, which are expressly incorporated in and made a part of the Agreement.

Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, software, and trade secrets. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions, included in Article VII.

Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

Government: The United States of America, as represented by DARPA.

Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only.

Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Know-How: All information including, but not limited to discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

Limited Rights: The rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the Government may reproduce, release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government if—

(i) The reproduction, release, disclosure, or use is—

(A) Necessary for emergency repair and overhaul; or

(B) A release or disclosure to—

(1) A covered Government support contractor in performance of its covered Government support contract for use, modification, reproduction, performance, display, or release or disclosure to a person authorized to receive limited rights technical data; or

(2) A foreign government, of technical data other than detailed manufacturing or process data, when use of such data by the foreign government is in the interest of the Government and is required for evaluation or informational purposes;

(ii) The recipient of the technical data is subject to a prohibition on the further reproduction, release, disclosure, or use of the technical data; and

(iii) The contractor or subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use.

Made: Any invention means the conception or first actual reduction to practice of such invention.

Party: Includes the Government (represented by DARPA), or the Performer, or both.

Performer: [INSERT COMPANY NAME]

Practical application: To manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Program: Research and development being conducted by the Performer, as set forth in Article I., paragraph C.

Property: Any tangible personal property other than property actually consumed during the execution of work under this agreement.

Subject invention: Any invention conceived or first actually reduced to practice in the performance of work under this Agreement.

Technology: Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, and copyrights developed under this Agreement.

C. Scope

1. This Agreement is an “other transaction” pursuant to 10 U.S.C. § 4021. The principal purpose of this Agreement is to perform a coordinated research and development program (“Program”) designed to develop [INSERT RESEARCH AND DEVELOPMENT EFFORT]. This research shall be carried out in accordance with the Contractor’s proposal. The Performer shall submit or otherwise provide all documentation required by Attachment 3, Report Requirements.

2. The Performer shall be paid a fixed amount for each milestone accomplished in accordance with the Schedule of Milestones and Payments set forth in Attachment 1 and the procedures of Article IV.

3. The Performer has agreed to bear (INSERT PERCENT COST SHARE) of the total amount of the Agreement in accordance with its terms. The Government and the Performer estimate that the effort described in the Attachment 2, the TDD, can be accomplished with the Government and the Performer contributions detailed in Attachment 1, Schedule of Milestones and Payments, and Attachment 6 Funding Schedule.

D. Goals and Objectives

1. The goal of this Agreement is [INSERT GOAL(S) OF AGREEMENT].

2. The Government will have continuous involvement with the Performer. The Government will obtain access to Program results and rights in patents and data pursuant to Article VII. DARPA and the Performer are bound to each other by a duty of good faith in achieving the Program objectives.

ARTICLE II: TERM

A. Term of this Agreement

The Program commences upon the date of the last signature hereon and continues for [INSERT NUMBER OF MONTHS] months. Provisions of this Agreement, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article.

B. Termination Provisions

The Government may terminate this Agreement by written notice to the Performer, provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. If the Performer decides to request termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article VII, Intellectual Property Rights. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article VI, Disputes.

C. Extending the Term

The Parties may extend by mutual written agreement the term of this Agreement if research opportunities within the vision statement set forth in Article I reasonably warrant. Any extension shall be formalized through modification of the Agreement by the Agreements Officer (“AO”) and the Performer’s Administrator.

ARTICLE III: MANAGEMENT OF THE PROJECT

A. Management and Program Structure

The Performer shall be responsible for the overall technical and program management of the Program, and technical planning and execution shall remain with the Performer. The DARPA Agreements Officer’s Representative (“AOR”) shall provide recommendations to Program developments and technical collaboration and be responsible for the review and verification of the milestones.

B. Program Management Planning Process

Program planning will consist of a Program Plan with inputs and review from the Performer and DARPA management, containing the detailed schedule of research activities and milestones. The Performer will follow the program plan that is contained in the Schedule of Milestones and Payments (Attachment 1), the Task Description Document (TDD) (Attachment 2), and the Reports Requirements (Attachment 3).

The Program Plan provides a detailed schedule of research activities, commits the Performer to use its best efforts to meet specific performance objectives, includes forecasted expenditures and describes the milestones. Recommendations for changes, revisions or modifications to the Agreement shall be made in accordance with the provisions of Article III, Section C.

C. Modifications

1. Recommendations for modifications, including justifications to support any changes to the TDD (Attachment 2), as described in the Contractor’s proposal, and prospective completed Milestones set forth in Attachment 1 will be documented and submitted by the Performer to the DARPA AOR with a copy to the DARPA AO. This documentation letter will detail the technical, chronological, and financial impact of the proposed modification to the research program. DARPA and the Performer shall approve any Agreement modification. The Government is not obligated to pay for additional or revised future milestones until the Schedule of Milestones and Payments (Attachment 1) is formally revised by the DARPA AO and made part of this Agreement.

2. The DARPA AOR shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Agreement TDD, Schedule of Milestones and Payments, or other proposed changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g. changes in the paying office or appropriation data, changes to Government or the Performer’s personnel identified in the Agreement, etc.) no signature is required by the Performer.

4. The Government will be responsible for effecting all modifications to this Agreement.

ARTICLE IV: AGREEMENT ADMINISTRATION

Unless otherwise provided in this Agreement, approvals permitted or required to be made by DARPA may be made only by the DARPA AO. Each Party may change its representatives named below by written notification to the other party. The Government will institute the change following the procedures in Article III Paragraph C. Modifications of the main text of the Agreement. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the parties:

A. Government Points of Contact:

Administrative Agreements Officer (AAO):

(NAME)

(ADDRESS)

B. Performer Points of Contact

Performer’s Administrative/Contracting:

(NAME)

ARTICLE V: OBLIGATION AND PAYMENT

A. Obligation

1. The Government’s liability to make payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. DARPA may obligate funds to the Agreement incrementally.

2. If modification becomes necessary in performance of this Agreement, pursuant to Article III, paragraph C, the DARPA AO and the Performer’s Administrator shall execute a revised Schedule of Milestones and Payments for prospective milestones.

B. Payments

1. The Parties agree that fixed payments will be made for the completion of milestones. These payments reflect value received by the Government toward the accomplishment of the research goals of this Agreement.

2. The Performer shall document the accomplishments of each completed milestone by submitting or otherwise providing the milestone report required by Attachment 3, Section A. After written verification of the accomplishment of the milestone by the DARPA AOR, the Performer will submit their invoice through Wide Area Work Flow, as detailed in Attachment 5.

3. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

4. Payments will be made by the cognizant Defense Finance and Accounting Service office, as indicated below, within 30 (thirty) calendar days of an accepted invoice in Wide Area Workflow (WAWF). Attachment 5 details how to submit and process invoices through WAWF.

The Performer is required to utilize the Wide Area Workflow system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated within the System for Award Management at http://www.sam.gov and (ii) register to use WAWF at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step by Step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the “2-in-1” format when processing invoices.

5. Payments shall be made in the amounts set forth in Attachment 1, provided the DARPA AOR has verified the completion of the milestones.

6. The Performer shall maintain adequate records to account for all funding under this Agreement. Upon completion or termination of this Agreement, whichever occurs earlier, the Performer shall furnish to the AO a copy of the Final Report required by Attachment 3, Section C.

ARTICLE VI: DISPUTES

A. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any disagreement, claim or dispute between DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the Director of DARPA in the interests of justice waives this requirement.

3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO or the Performer’s Administrator, as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the DARPA Senior Procurement Executive, and senior executive, no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The DARPA Senior Procurement Executive, and the senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon written request to the Deputy Director of DARPA, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The Deputy Director of DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than [INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY] level) appointed by the Performer. Following the review, the Deputy Director of DARPA or designee will resolve the issue(s)and notify the Parties in writing. Such resolution is not subject to further administrative review by the Director of DARPA, whose decision to the extent permitted by law shall be final and binding.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of DARPA funding disbursed as of the time the dispute arises. In no event shall DARPA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE VII: INTELLECTUAL PROPERTY RIGHTS

A. Patent Rights

1. Allocation of Principal Rights – Performer

(a) Unless the Performer shall have notified DARPA in writing that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article.

(b) For each Subject Invention to which the Government obtains title, the Performer shall retain a nonexclusive, royalty-free license throughout the world to said Subject Invention. This license extends to the Performer’s domestic subsidiaries and affiliates, including Canada, if any, and includes the right to grant license of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded. Said license is transferable only with the approval of the DARPA AO, except when transferred to the successor of that part of the business to which the Subject Invention pertains. DARPA approval for license transfer shall not be unreasonably withheld.

2. Allocation of Principal Rights – DARPA

(a) With respect to any Subject Invention in which the Performer retains title, DARPA shall retain a nonexclusive, nontransferable, irrevocable, paid-up Limited Rights license in the Subject Invention throughout the world, regardless of the protection method chosen.

(b) Upon DARPA’s written request, the Performer shall convey title to any Subject Invention to DARPA under the following conditions. DARPA may only request title within sixty (60) calendar days after learning of the Performer’s actions.

1. The Performer fails to disclose a Subject Invention prior to the completion of the Agreement, or

2. The Performer elects not to retain title to a Subject Invention.

(c) Regarding Article VII(A)(2)(b)(1), DARPA shall not make any such request in an arbitrary or capricious manner and/or not in abuse of its discretion, and all such requests shall be subject to Article VI, “Disputes,” in this Agreement.

3. Invention Disclosure, Election of Title, and Election of Protection Method

(a) The Performer shall disclose each Subject Invention to DARPA within four (4) months after the inventor discloses it in writing to his company personnel responsible for patent matters. The disclosure shall be made to the DARPA AO and shall be in the form of a written report sufficiently complete in technical detail. The report shall identify the Agreement number, the circumstances under which the invention was made, the identity of the inventor, and any publication, sale or public use of the invention.

(b) If the Performer determines that it does not intend to retain title to any Subject Invention, the Performer shall notify DARPA in writing no more than sixty (60) calendar days prior to the end of the one (1) year statutory United States patent protection period.

(c) If the Performer chooses to retain title to any Subject Invention, the Performer shall inform the DARPA AO of its corporate determination how to best protect any Subject Invention. The Performer shall choose one of the following two options to protect any Subject Invention.

1. Protection of the Subject Invention through the patent process

a. If the Performer chooses to file a patent application in the United States or other countries or forums throughout the world, the Performer shall notify DARPA of this decision, the dates on which the patent applications were filed and where.

b. The Performer shall notify DARPA of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

c. The Performer shall include, within the specification of any United States patent application and any patent issued covering a subjection invention, the following statement:

i. “This invention was made with U.S. Government support under Agreement No. HR0011XX3XXXX awarded by Defense Advanced Research Projects Agency. The U.S. Government has certain rights in the invention.”

2. Protection of the Subject Invention as a trade secret

a. If the Performer chooses not to patent the Subject Invention but instead protect it as a trade secret, the Performer shall notify the DARPA AO of this decision in writing within eight (8) months of the Performer’s disclosure of the invention to DARPA.

b. DARPA may, at its discretion, approve requests for an extension of time for electing to protect a Subject Invention as a trade secret, and such a request will not be unreasonably withheld. Such requests may be made within or after the eight month deadline.

c. In that notification, the Performer shall state the applicable law that will govern protection of the trade secret as well as any special protection methods or actions that the Performer will take to ensure secrecy.

d. If the Government discloses a Subject Invention which is protected as a trade secret to a Covered Government Support Contractor, the Government will ensure trade secrets remain protected under an obligation of confidentiality with respect to such Covered Government Support Contractors. In order to ensure necessary confidentiality is maintained, Performer will negotiate in good faith with the goal of entering into a non-use and-disclosure agreement with a third party at the Government's request to cover information developed under this Agreement that discloses a Subject Invention that is maintained as a trade secret and is to be used by the third party solely for Government Purposes. Performer will disclose such information to the third party within fifteen (15) calendar days of entering into a non-use and -disclosure agreement.

4. Administrative Actions

(a) At the completion of the Agreement, the Performer shall submit a comprehensive listing of all Subject Inventions disclosed under Article VII(A)(1)(3) during the course of the Agreement and the current status of each.

1. All required reporting shall be done, to the extent possible, using the i-Edison reporting website: www.nist.gov/iedison. To the extent that the reporting cannot be accomplished by use of i-Edison, any required documentation will be submitted to the DARPA AO.

(b) The Performer agrees to execute or have executed and promptly deliver to DARPA all instruments necessary to:

1. Establish or confirm the rights the Government has throughout the world in any Subject Invention to which the Performer elects to retain title, and

2. Convey title to DARPA when requested under Article VII(A)(2)(b) and to enable the Government to obtain patent protection throughout the world in the Subject Invention.

(c) The Performer agrees to instruct and educate its employees of the importance of disclosing inventions promptly to corporate personnel responsible for the administration of patent matters to permit sufficient time to satisfy its notification responsibilities under this Agreement.

5. Exceptional Circumstances

(a) The Parties recognize that the Government is making a significant investment in the Subject Inventions under this Agreement. To protect the Government’s interests, the Parties agree to the following in the event that the Performer goes out of business or otherwise exits the [INSERT DESCRIPTION] industry; or otherwise makes the Subject Inventions unavailable to the Government:

1. Upon DARPA’s request and an adequate showing of need, the Performer, assignee or exclusive licensee will provide a non-exclusive license to a responsible applicant or applicants, under terms that are reasonable under the circumstances, and

2. If the Performer, assignee or exclusive licensee refuses a reasonable request from the Government, DARPA has the right to grant such a license itself if DARPA makes a reasonable determination that such action is necessary to alleviate societal health or safety needs or national security needs, which are not reasonably satisfied, by the Performer, assignee, or exclusive licensees.

B. Data Rights

1. Allocation of Principal Rights

(a) The Parties agree that in consideration for Government funding, the Performer intends to utilize in commercial business the Intellectual Property developed under this Agreement.

(b) With respect to all Data developed, generated, or delivered under the Agreement, the Government shall receive Government Purpose Rights.

(c) The Government may require delivery of Data developed or generated under this Agreement within two (2) years after completion or termination of this Agreement. Any request for delivery of data will be made in writing with at least sixty (60) days’ notice. Upon the Government making such a request, the parties will negotiate in good faith the applicable Data rights for the requested Data prior to delivery, and the Government will reimburse the Performer for reasonably incurred costs for gathering and delivery of the Data.

2. Exceptional Circumstances

(a) Notwithstanding any other provision of this Section, in the event the Government chooses to exercise its rights under Article VII (A)(5), the Performer agrees to deliver at no additional cost to the Government all Data necessary to achieve practical application of a specified Subject Invention. The Government shall retain Government Purpose Rights, as defined in Article I(B) of this Agreement, to this delivered Data.

(b) To facilitate any future requests and deliveries, the Performer agrees to retain and maintain in good condition for three (3) years after completion or termination of this Agreement all Data necessary to achieve practical application of any Subject Invention as defined in Article I(B) of this Agreement.

(c) The Government is required to execute this exercise of rights in writing and the Performer agrees to deliver the Data within sixty (60) calendar days from the date of the written request. The Performer may request an extension of this time period by making a written justification to the Government and such a request will not be unreasonably withheld.

3. Marking of Data

(a) Any Data delivered under this Agreement shall be marked with the following legends, as applicable:

“GOVERNMENT PURPOSE RIGHTS

Agreement Number: HR0011XX3XXXX Contractor Name: [INSERT PERFORMER NAME].

In accordance with Article VII, as applicable, contained in the above identified Agreement, the Government has the right to use, modify, reproduce, perform, display, release, or disclose, in whole or in part, within the Government.”

ARTICLE VIII: PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

1. At this time, DARPA expects the work performed under this agreement to be fundamental research, and it is, therefore, not subject to publication restrictions. Papers resulting from unclassified contracted fundamental research are exempt from prepublication controls and requirements, pursuant to DoD Instruction 5230.27 dated November 18, 2016.

2. Should the character of the research change during award performance so that the research is no longer considered fundamental, the agreement will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

3. Acknowledgment of Support and Disclaimer: This research was developed with funding from the Defense Advanced Research Projects Agency (DARPA). The views, opinions, and/or findings expressed are those of the author(s) and should not be interpreted as representing the official views or policies of the Department of Defense or the U.S. Government.

ARTICLE IX: SAFEGUARDING CONTROLLED UNCLASSIFIED INFORMATION AND CONTROLLED TECHNICAL INFORMATION AND CYBER INCIDENT REPORTING

A. Background

Protection of Controlled Unclassified Information (CUI) and Controlled Technical Information (CTI) is of paramount importance to DARPA and can directly impact the ability of DARPA to successfully conduct its mission. Therefore, this Article requires the performer to protect CUI and CTI that resides on the performer’s information systems. This Article also requires the performer to rapidly report any cyber incident involving CUI or CTI.

B. Safeguarding CUI and CTI

The performer shall implement the version of NIST Special Publication (SP) 800-171 in effect at the time the solicitation is issued or as authorized by the Agreements Officer for CUI and CTI that resides on the performer’s information systems. Consistent with NIST SP 800-171, implementation may be tailored to facilitate equivalent safeguarding measures used in the performer systems and organization. Any suspected loss or compromise of CUI or CTI that resides on the performer’s information systems shall be considered a cyber incident and require the performer to rapidly report the incident to DARPA in accordance with paragraph C below.

C. Cyber Incident Reporting

Upon discovery of a cyber incident involving CUI or CTI, the performer shall take immediate steps to mitigate any further loss or compromise. The performer shall rapidly report the incident to DARPA and provide sufficient details of the event—including identification of detected and isolated malicious software—to enable DARPA to assess the situation and provide feedback to the performer regarding further reporting and potential mitigation actions. The performer shall preserve and protect images of all known affected information systems and all relevant monitoring/packet capture data for at least 90 days from reporting the cyber incident to enable DARPA to assess the cyber incident. The performer agrees to rapidly implement security measures as recommended by DARPA and to provide to DARPA any additionally requested information to help the Parties resolve the cyber incident and to prevent future cyber incidents.

D. Public Release

Should the character of the research change during award performance so that the research is no longer considered fundamental, the following public release procedures apply. All information and data covered by this Article must be reviewed and approved by DARPA prior to any public release. The DARPA public release process is governed by DARPA Instruction 65. An online form is available to support those requests at: https://www.darpa.mil/attachments/PublicReleaseSubmissionForm_New2a.pdf

E. Definitions

Compromise: Disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

Controlled Technical Information (CTI): Technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents.

Controlled Unclassified Information (CUI): Unclassified information that requires safeguarding or dissemination controls, pursuant to and consistent with applicable law, regulations, and Government-wide policies. Instructions for the use, marking, dissemination, and storage of CUI can be found in DoD Instruction 5200.48, “Controlled Unclassified Information (CUI).”

Cyber Incident: Actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

Information System: A discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Rapidly Report: Report to DARPA within 72 hours of discovery of any cyber incident.

ARTICLE X: FOREIGN ACCESS TO TECHNOLOGY

This Article shall remain in effect during the term of the Agreement and for five (5) years thereafter.

A. General

The Parties agree that research findings and technology developments arising under this Agreement may constitute a significant enhancement to the national defense, and to the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended to change or supersede, the provisions of the International Traffic in Arms Regulations (22 C.F.R. Part 120, et seq.), DoD Manual 5220.22, Volume 2 (August 1, 2018), and the Department of Commerce’s Export Administration Regulations (15 C.F.R. Part 730, et seq.).

B. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions

1. In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in subparagraphs B.2, B.3, and B.4 below shall apply to any transfer of Technology. For purposes of this paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include:

(a) sales of products or components, or

(b) licenses of software or documentation related to sales of products or components, or

(c) transfer to foreign subsidiaries of the Performer for purposes related to this Agreement, or

(d) transfer which provides access to Technology to a Foreign Firm or Institution which is an approved source of supply or source for the conduct of research under this Agreement provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement.

(e) the results of fundamental research conducted under this Agreement, which may be published in accordance with the terms of Article VIII: PUBLIC RELEASE OR

DISSEMINATION OF INFORMATION.

2. The Performer shall provide timely notice to DARPA of any proposed transfers from the Performer of Technology developed under this Agreement to Foreign Firms or Institutions. If DARPA determines that the transfer may have adverse consequences to the national security interests of the United States, the Performer, its vendors, and DARPA shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer but which provide substantially equivalent benefits to the Performer.

3. In any event, the Performer shall provide written notice to the DARPA AOR and AO of any proposed transfer to a foreign firm or institution at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Performer’s written notification, the DARPA AO shall advise the Performer whether it consents to the proposed transfer. In cases where DARPA does not concur or sixty (60) calendar days after receipt and DARPA provides no decision, the Performer may utilize the procedures under Article VI, Disputes. No transfer shall take place until a decision is rendered.

4. In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approved by DARPA takes place, the Performer shall (a) refund to DARPA funds paid for the development of the Technology and (b) the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States the Technology throughout the world for Government and any and all other purposes, particularly to effectuate the intent of this Agreement. Upon request of the Government, the Performer shall provide written confirmation of such licenses.

ARTICLE XI: TITLE TO AND DISPOSITION OF PROPERTY

A. Title to Property

No significant items of property are expected to be acquired under this Agreement. Title to each item of property acquired under this Agreement with an acquisition value of $5,000 or less shall vest in the Performer upon acquisition with no further obligation of the Parties unless otherwise determined by the AO. Should any item of property with an acquisition value greater than $5,000 be required, the Performer shall obtain prior written approval of the AO. Title to this property shall also vest in the Performer upon acquisition. The Performer shall be responsible for the maintenance, repair, protection, and preservation of all property at its own expense.

B. Disposition of Property

At the completion of the term of this Agreement, items of property with an acquisition value greater than $5,000 shall be disposed of in the following manner:

ARTICLE XII: CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. § 2000d) relating to nondiscrimination in Federally assisted programs. The Performer has signed an Assurance of Compliance with the nondiscriminatory provisions of the Act.

ARTICLE XIII: EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Performer and the DARPA AO. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

ARTICLE XIV: PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

A. Definitions

Covered Foreign Country: The People’s Republic of China.

Covered Telecommunications Equipment or Services:

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) Video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a Covered Foreign Country.

Critical Technology:

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

B. Prohibition

In accordance with Public Law 115-232, Section 889 (b), the Performer is prohibited from obligating or expending funds received by the Government under this Agreement to:

1. Procure or obtain;

2. Extend or renew a contract to procure or obtain; or

3. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses Covered Telecommunications Equipment or Services as a substantial component of any system, or as Critical Technology as part of any system.

ATTACHMENT 1:

SCHEDULE OF MILESTONES AND PAYMENTS

Include the agreed-to milestones from the Oral briefing below. Use the Milestone title and number only in this table. Milestone description will be included in the TDD below (ATTACHMENT 2). Insert each milestone payment associated with the outlined milestones. Proposed payments should be distributed across the milestones. No single milestone should account for 100% of the cost.

Each milestone marks the completion of a measurable event (i.e., completing a baseline execution plan, completing measurable events in the performance of the research and development of the technology, completing and submitting the final report, etc.). Status reports cannot be milestones. The milestone description will show how the milestone will be demonstrably completed. Payments associated with each milestone must reflect the actual comprehensive costs to achieve milestone completion.

Date (Months after Award)

**PERFORMER CONTRIBUTION

· Government acceptance Month 1

· Submission of IACUC protocol for review

· Government Acceptance Month 1

· Milestone Report, Submission of ACURO protocol for review/

Month 2

Month 3

· Signed agreements

Month 4

· Obtain physiological measures associated with changes in sleep pressure over the course of acute sleep deprivation

· Quantify physiological correlates of recovery sleep following acute sleep deprivation.

· Assess behavioral performance on cognitive tasks across baseline and acute sleep deprivation conditions, as well as following recovery sleep.

· Collect biospecimens from animals across baseline, sleep deprivation, and recovery sleep conditions. Biospecimens to include venous blood and fecal samples.

· Collect additional biospecimens from animals after recovery sleep and/or at terminal timepoints. Biospecimens to include venous blood, intestinal tissue, and brain tissue from 2 regions.

Month 5

Month 6

· Biospecimen and metadata shipment to government resource

Month 7 (approx.)

Month 8

Month 9

Month 10

· Biospecimen and metadata shipment to government resource

Month 11

Month 12

Month 13

· Delivery of all processed results to government resource team.

Month 14

Month 15

Month 16

Month 17

· Delivery of all processed results to government resource team.

Month 18

Month

Total Agreement

*ACRN Column to be filled in by the DARPA Agreements Officer **If applicable, performer contribution

ATTACHMENT 2:

TASK DESCRIPTION DOCUMENT

[Instructions: Use of this template is encouraged. There is no page limit, and green instructional text should be deleted once addressed.

Proposers should break down their research plan into specific tasks and subtasks in Table A2.2. These tasks should lead to technical deliverables (code, figures, analyses, prototypes, etc.) called milestones, outlined in Table A2.1. Performers send completed milestones to DARPA, who will determine if they meet the acceptance criteria given in Table A2.1. If so, DARPA will allocate the funds included in ATTACHMENT 1 “Schedule of Milestones and Payments” above.

In addition to the milestones, performers will be required to send DARPA the following documents:

· Monthly reports: Performers will be responsible for submitting a Microsoft PowerPoint presentation (5-15 slides) documenting their monthly progress, results, upcoming tasks and technical challenges. These slides will be due 48 hours prior to a scheduled monthly update call with the DARPA Program Manager. A template will be given after OTA award.

· Quarterly reports: Performers should submit a report (Microsoft Word document or pdf) detailing cumulative progress and schedule a meeting with DARPA to discuss the completed document.

·…