DARPARA2402-Attachment_7-Model_Cooperative_Agreement.docx

Agreement.: HR0011242XXXXKey:

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

Cooperative Agreement No.: HR001124XXX Purchase Requisition No.: HR0011XXXXX Effective Date: XX XXX XXXX DARPA’s Assistance Listing Number: 12.910 DoDAAC: HR0011

Recipient Identification Numbers/Codes:

Total Amount of Base and Unexercised Option: $XXX,XXX Total Amount of Cost-Share: $XXX,XXX Total Amount Inclusive of the Base, Unexercised Option, [and Cost-Share]: $XXX,XXX The approved budget includes committed XX% cost share. By accepting this cooperative agreement, awardee has verified that the committed cost share included in the approved budget meets all of the criteria as stated in §200.306(b). Awardee shall report cost share expenditure in the final financial report.

Total Funds Obligated: $XXX,XXX

Accounting and Appropriation Data:

CLIN/

SUBCLIN

Payment Office Information:

[Insert DFAS Office Name] [Insert DFAS Office Address] DoDAAC: XXXXX

[AWARD SUBJECT TO ELECTRONIC FUNDS TRANSFER (EFT) REQUIREMENT]

Authority: This Agreement is issued pursuant to the authority of 10 U.S.C. § 4001, as amended.

COOPERATIVE AGREEMENT SCHEDULE

1. Purpose: The purpose of this Agreement is to fund research supporting the Defense Advanced Research Projects Agency’s (DARPA’s) XXXX Program. This effort shall be carried out generally as set forth in Exhibit B, Research Description Document, dated XX XXX XX, and in the Recipient’s proposal titled, “XXXXXX”, dated XX XXX XX and revised XX XXX XX, copies of which are in the possession of both parties.

2. Term: (a) The term of the Phase 1 - Base Period for this Agreement commences on the effective date of the award and continues for twelve (12) months after award through XXXX.

(b) The Recipient shall make all requests for no-cost period of performance extensions, in writing, to the Grants Officer and Administrative Grants Officer, by no later than 30 days prior to the end of the current period of performance. The Administrative Grants Officer is delegated authority to grant such request, via modification to the Agreement, after receiving approval from the Grants Officer's Representative.

3. Terms and Conditions: This Agreement is subject to the terms and conditions set forth in the attached Exhibit A, entitled “DARPA AGENCY SPECIFIC TERMS AND CONDITIONS,” and to any special terms and conditions in this Cooperative Agreement Schedule, and the Intellectual Property Assertion List provided in the attached Exhibit D.

4. Grants Officer’s Representative: The Grants Officer’s Representative (GOR) representing the Government under this Cooperative Agreement is:

[Insert Recipient’s Name, Address, Number, E-mail, and DoDAAC]

The GOR Appointment Memo is provided as Exhibit C to this Agreement.

5. Miscellaneous Point of Contacts (POCs): The following POCs are provided in reference to Exhibit A, Article 5:

a) [Insert Program Manager’s Name] (Program Manager) Defense Advanced Research Projects Agency Biological Technologies Office (BTO) 675 N. Randolph Street, Arlington, VA 22203-2114 E-mail: XXXXX

b) [Insert Grants Officer’s Name] (Grants Officer) Defense Advanced Research Projects Agency Contracts Management Office (CMO) 675 N. Randolph Street, Arlington, VA 22203-2114 E-mail: XXXXX

d) Ryann Glaccum (Assistant Director, Program Management (ADPM)) Defense Advanced Research Projects Agency Biological Technologies Office (BTO)

6. Administrative Grants Office: The Administrative Grants Office (AGO) for this Cooperative Agreement is:

[Insert Administrative Grants Office’s Name. Address, DoDAAC]

7. Principal Investigator: The Principal Investigator shall be responsible for this effort.

[Insert Principal Investigator’s Name, Address, Number. E-mail]

The Recipient agrees to notify the Grants Officer, GOR and AGO before changing the Principal Investigator.

8. Cooperative Agreement Funding: This Agreement is fully funded in the amount of $XXXXX. The Government’s obligation to make payments to the Recipient is limited to only those funds obligated by this Agreement or by modification to this Agreement.

The Recipient shall notify the Grants Officer and AGO in writing promptly whenever the total Agreement amount is expected to exceed the needs of the Recipient for the project period by more than 5% of the award. This notification shall not be required if an application for additional funding is submitted for a continuation award.

9. Payments: Payments will be made to the Recipient on a reimbursement basis and shall be made by electronic funds transfer in accordance with the account information provided to the System for Award Management (SAM).

10. Substantial Involvement: Substantial involvement is expected between the U. S. Government and the Recipient when carrying out the activity contemplated in this Cooperative Agreement. It will include the U. S. Government's (a) sharing responsibility for the management, control, direction, or performance of the project, and (b) retaining the right to intervene in the conduct or performance of the project.

The substantial involvement will preliminarily include but is not limited to influencing the direction of the research when assessing the success of each of the approaches and supporting those deemed to have the greatest probability of meeting the XXXX program goals and will include the U.S. Government's direction of activities to develop the research protocols necessary to complete the work and the approval of analysis mechanisms.

11. Option: Reserved.

12. List of Exhibits:

Exhibit A – DARPA Agency Specific Terms and Conditions (Insert Date) Exhibit B – Research Description Document (Insert Date) Exhibit C – GOR Appointment Memo (Insert Date) Exhibit D – Intellectual Property Assertions (Insert Date)

FOR [INSERT PERFORMER’S NAME]

FOR THE UNITED STATES OF AMERICA, DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

(Signature)

[Insert Grants Officer’s Name], Grants Officer Contracts Management Office

(Name, Title

(Date)

(Date)

EXHIBIT A

[Insert Date]

DARPA AGENCY SPECIFIC TERMS AND CONDITIONS

This award is subject to the DoD Research and Development (R&D) General Terms and Conditions, which can be found at Grant Terms and Conditions | Office of Naval Research (navy.mil) under the header “DoD Research and Development General Terms and Conditions,” the current version, dated XXXX, which is incorporated by reference herein. These DARPA Agency Specific Terms and Conditions supplement the DoD Research and Development General Terms and Conditions. This document addresses agency-specific concerns in addition to the above referenced regulations. Award recipients/contractors are accountable for all applicable statutory and regulatory requirements that govern these awards, even if not specifically listed in this document or documents referenced herein.

ORDER OF PRECEDENCE

Any inconsistencies in the requirements of this award shall be resolved in the following order:

· Federal statutes

· Federal regulations

· 2 CFR part 200, as modified and supplemented by DoD's interim implementation found in 2 CFR part 1103

· Award-specific terms and conditions (DARPA Agency Specific Terms and Conditions)

· DoD Research and Development General Terms and Conditions

In case of disagreement with any requirements of this award, the recipient shall contact the Grants Officer listed in the award document in order to resolve the issue. The recipient shall not assess any costs to the award or accept any payments until the issue is resolved.

1. Research Responsibility

2. Amendment of Award

3. Payments

4. Prior Approvals

5. Report and Document Submissions

6. Public Release or Dissemination of Information

7. Acknowledgment of Sponsorship

8. Intellectual Property Matters

9. Activities Abroad

10. Security

11. Research Involving Recombinant or Synthetic Nucleic Acid Molecules

12. Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements

13. University Student and Researcher Funding

14. Budget and Annual Program Plan 1) Research Responsibility:

a) The recipient has full responsibility for the conduct of the research activity supported by this award, in accordance with the recipient's proposal, and the terms and conditions specified in this award. Recipients are encouraged to suggest or propose to discontinue or modify unpromising lines of investigation or to explore interesting leads which may appear during the development of the research. However, they must consult the Grants Officer’s Representative (GOR) before significantly deviating from the objectives or overall program of the research originally proposed.

b) The recipient shall immediately notify the Grants Officer of developments that have a significant impact on the award-supported activities. Also, notification shall be given in the case of problems, delays, or adverse conditions which materially impair the ability to meet the objectives of the award. This notification shall include a statement of the action taken or contemplated, and any assistance needed to resolve the situation.

2) Amendment of Award: The only method by which this award can be amended is by a formal, written amendment signed by either the Grants Officer or the AGO. No other communications, whether oral or in writing, shall modify this award.

3) Payments:

a) Submitting Payments Through Wide Area Work Flow (WAWF): All payments shall be made by funds transfers to the bank account registered in the System for Award Management (SAM), https://www.sam.gov. The recipient agrees to maintain its registration in SAM, including information necessary to facilitate payment via Electronic Funds Transfer (EFT). Should a change in registry or other incident necessitate the payment to an account other than that maintained in SAM, it is the recipient’s responsibility to notify the AGO and obtain a modification to this award reflecting the change. The Government shall not be held responsible for any misdirection or loss of payment which occurs as the result of a recipient’s failure to maintain correct/current EFT information within its SAM registration.

1) Any request for advance payments must be approved by the AGO at the Administrative Office designated in the award document.

2) Wide Area Work Flow (WAWF) has been designated as the Department of Defense standard for electronic invoicing and payment. Electronic submission of payment requests requires the recipient to register in WAWF and have the appropriate CAGE code activated. The recipient’s SAM Electronic Business Point of Contact (EBPOC) is responsible for activating the CAGE code in WAWF by calling 1-866-618-5988. Once the recipient’s CAGE Code is activated, the SAM EBPOC will self-register in WAWF () and follow the instructions for a group administrator. The AGO will assist in this process as needed.

3) WAWF Training. The recipient should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil.

4) The recipient must use the following information in the table below when submitting payment requests and receiving reports in WAWF for this agreement:

ROUTING DATA TABLE

Pay Official DoDAAC

Issue by DoDAAC

Admin DoDAAC

Inspect by DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC (s)

5) Upon submission of a Voucher in WAWF, the SF270 needs to have the following in Boxes:

11. f. Provide this information only if cost sharing is required. Enter the total amount of cost share represented in the amount on line.

11. e. If you are not meeting the expected cost sharing, you must attached a brief explanation.

6) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

4) Prior Approvals:

a) In addition to the prior approvals required by the DoD R&D general terms and conditions, prior written approval is required for the following actions:

b) The subaward, transfer, or contracting out of any work under this award, unless described in the recipient’s proposal and specifically approved and funded in the Award Schedule. The recipient's request for approval shall include the following supporting data:

1) Basis for contractor selection;

2) Justification for lack of competition when competitive bids or offers are not obtained;

3) Basis for award cost or price, to include price or cost analysis performed by the recipient; and

4) Approval of the Grants Officer (GO)

5) Report and Document Submissions: Reports and documents shall be furnished electronically as specified below:

a) Report Types.

1) Monthly Reports - On or before thirty (30) calendar days after the effective date of the Agreement and thereafter throughout the term of the Agreement, the Performer shall submit or otherwise provide monthly reports. One (1) copy shall be submitted or otherwise provided to the DARPA PM, one (1) copy shall be submitted or otherwise provided to the DARPA GO, one (1) copy shall be submitted or otherwise provided to DARPA GOR, and one (1) copy shall be digitally uploaded into the DARPA Vault tool. The report will have two (2) major sections

2) Quarterly R&D Status Report - This report, due 30 days after the reporting period, shall keep the Government informed of recipient activity and progress toward accomplishment of award objectives and advancement in state-of-the-art on the research and development involved.

3) Technical Report - The technical status report will detail technical progress to date from the previous reporting period and report on all problems, technical issues, major developments, and the status of external collaborations during the reporting period.

4) Special Technical Report - This report, due as required, shall document the results of a significant task, test, event or symposium.

5) Business Status Report - The business status report shall provide summarized details of the resource status of this Agreement, including the status of the Performer contributions. This report will include an accounting of current expenditures as outlined in the Program Plan. Any major deviations, over plus or minus 10%, shall be explained along with discussions of the adjustment actions proposed. The report will also include an accounting of any interest earned on Government funds. The Performer is reminded that interest in amounts greater than Two-hundred Fifty Dollars ($250.00) per year is not expected to accrue under this Agreement. In the event that this interest does accrue on Government funds, the Performer is required to provide an explanation for the accrual in the business report. Depending on the circumstances, the Payable Milestones may require adjustment.

6) Peer-Reviewed Manuscripts of Journal Articles [if any]: Recipients are required to submit the final peer-reviewed manuscripts of journal articles when they are accepted for publication and titles and publication dates are finalized.

7) Final Technical Report - This report, due upon completion of the Agreement or on the eighteenth (18th) month milestone of this Agreement, shall document the results of the complete effort. It shall contain brief information on each of the following:

1. A comparison of actual accomplishments with the goals and objectives established for the award, the findings of the investigator, or both.

2. Reasons why established goals were not met, if appropriate.

3. All significant scientific and technological findings, recommendations, and results derived from this DoD endeavor

4. Other pertinent information.

8) Final Financial Status Report - This report, due upon completion of the Agreement or on the eighteenth (18th) month milestone of this Agreement, shall be submitted on a Standard Form 425 “Federal Financial Report (FFR)”. The report shall be on a cash or accrual basis, depending on how the recipient’s accounting records are normally kept.

9) Executive Summary - The Performer shall submit a one to two page executive-level summary of the major accomplishments of the Agreement and the benefits of using the cooperative agreement pursuant to 10 U.S.C. § 2684 upon completion of the Agreement with or before the Final Report. This summary shall include a discussion of the actual or planned benefits of the technologies for both the military and commercial sectors. One (1) copy shall be submitted to the DARPA GO and one (1) copy shall be digitally uploaded into the DARPA Vault tool.

10) Report of Federal Cash Transactions [applicable only to advance payment awards] – This report, due 15 days following the end of each quarter, shall be submitted on a Standard Form 425. The recipient shall provide forecasts of Federal cash requirements in the “Remarks” section of the report.

11) Data Management Plan – The Data Management Plan (DMP) is due no later than 30 days after award. The DMP may be in the recipient’s format but shall conform at a minimum to the outline of Section 3.c of Enclosure 3 of Department of Defense Instruction (DoDI) 3200.12, “DoD Scientific and Technical Information Program (STIP).” DoDI 3200.12 defines the DMP as a “document that describes which data generated through the course of the proposed research will be shared and preserved and how it will be done. It may explain why data sharing or preservation is not possible or scientifically appropriate, or why the costs of sharing or preservation are incommensurate with the value of doing so.” DoDI 3200.12 and other DoD issuances are available at the Washington Headquarters Services, Executive Services Directorate website: https://www.esd.whs.mil/Portals/54/Documents/DD/issuances/dodi/320012p.pdf?ver=2018-12-17-130508-423

12) Research Performance Progress Report (RPPR) (required for all active awards) – This report implements the uniform reporting requirement and format for interim research process reporting established by the Office of Management and Budget for use by agencies that support research and research-related activities. Information collected in annual RPPR submissions provides DARPA with valuable data on grantee accomplishments and is used to report out to stakeholders, justify requests for future funding support, and make strategic, data-driven decisions for future investments, and helps to maintain the security and integrity of DARPA funded research. The data collected describes scientific progress, identifies significant changes in objectives or directions, reports on personnel, and describes plans for the subsequent budget period or year.

DARPA Interim Progress Reports will be submitted according to the instructions below and distributed in accordance with the distribution table at Paragraph 5(b). An Interim RPPR must provide a current record of accomplishments which DARPA may use a basis for evaluating continued support of the research. The report is to cover research supported under grants, cooperative agreements, and Technology Investment Agreements under 10 U.S.C. 4002. Interim RPPRs should be written for the intended audience, which is a program manager who is technically conversant with the research program being supported.

· The interim reports should cover the research progress for the current reporting period, which is defined as 12 months prior to the current progress report deadline or from the start of the award, if this is a new award.

· The deadline for reports are annually on June 15th.

· Awards that have ended before June 15th are excused from completing this report and must instead submit their final report.

· If this is a new award where work began less than 6 months prior to June 15th, the Principal Investigator may find it appropriate to report on the planned research goals and activities rather than accomplishments.

The following information is required to be included in every interim report.

· Project/Program Title

· Principal Investigator, Title, Contact Information

· Name of Submitting Official

· Submission Date

· DUNS or EIN

· Recipient Organization Name and Address

· Recipient Number

· Program Period

· Reporting Period End Date

· Report Term or Frequency

· Interim or Final Report

· Major Goals/Objectives

· List the major goals of the project as approved by the agency. Include the scientific or technological objectives of this effort. Describe the proposed technical approach to achieve those goals. If the agreement listed milestone/target dates for important activities or phases, identify these dates and indicate actual completion dates or the percentage of completion.

· Accomplishments

· For this reporting period, describe

· Major activities;

· Specific objectives;

· Significant results, including major findings, developments, or conclusions (both positive or negative); and

· Key outcomes or other achievements.

· Include a discussion of any stated goals not met.

· Opportunities for training/professional development

· Describe the opportunities for training and professional development provided to anyone who worked on the project. Include participation in conferences, workshops, and seminars not listed under major activities.

· If the research is not intended to provide training and professional development opportunities or there is nothing significant to report during this reporting period, please note “Nothing to Report”.

· Dissemination of results to communities of interest

· Describe how the results of the program have been disseminated to communities of interest during the reporting period (e.g. publications, presentations, web sites, blogs, media interviews).

· Include outreach activities that have been undertaken to reach members of communities who are not usually aware of these research activities for the purpose of enhancing public understanding and increasing interest in learning and careers in science and technology.

· Research and publication plans

· Describe what the Principal Investigator plans to do during the next reporting period to accomplish the goals and objectives of the project.

· Participants and Other Collaborating Organizations

· Provide the following information for all Principal Investigators and senior/key personnel, whether or not the individuals’ efforts under the projects/program are to be funded by the Department of Defense.

· Name, title and role on the program

· Annotate if they are new additions to the program, and if so, who they replaced (if anyone).

· A list of all current projects the individual is working on, in addition to any future support the individual has applied to receive, regardless of source.

· Title and objectives of the other research projects.

· The percentage per year to be devoted to the other projects.

· The total amount of support the individual is receiving in connection to each of the other research projects or will receive if other proposals are awarded.

· Name and address of the agencies and/or other parties supporting the other research projects.

· Period of performance of the other research projects.

· Signature of the Submitting Official

b) Distribution:

Addresses Report and Document Types [5.(a)]

Digital (upload to): DARPA Vault https://vault.darpa.mil/ 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

Grants Officer’s Representative 1, 2, 4, 5, 6, 7, 8, 9, 10, 11, 12

DARPA Program Manager 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12

Assistant Director, Program Management (ADPM) 1, 2, 4, 5, 8, 9, 10, 11, 12

Administrative Grants Officer 4, 5, 6, 7, 8, 9, 10, 11, 12

DARPA/Research Services 3, 4

Defense Technical Information Center (DTIC) 3, 4, 7 (Choose digital or hard copy submission below)

Digital (upload to): DTIC Multi-Agency Submission Portal https://discover.dtic.mil/submit-documents/

Hard copy (mail to): Defense Technical Information Center

ATTN: DTIC-O

8725 John J. Kingman Road Ft. Belvoir, VA 22060-6218

DARPA Grants Officer 4, 5, 6, 7, 8, 9, 10, 11, 12

DARPA/CMO Closeout 2, 7, 8 Email: CMO_Closeout@darpa.mil

USAGE TEXT: Use in DARPA/CMO, Select Option 1, 2, or 3 as applicable. DELETE instructional text in capital letters, and DELETE Options not selected for inclusion into the award.

OPTION 1: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH WILL MEET THE DEFINITION OF FUNDAMENTAL RESEARCH, INCLUDE THE FOLLOWING LANGUAGE:

6) Public Release or Dissemination of Information

a) At this time, DARPA expects the work performed under this award 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.

b) All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

c) Should the character of the research change during award performance so that the research is no longer considered fundamental, the award 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.

OPTION 2: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH IS FUNDAMENTAL RESEARCH, WITH THE EXCEPTION OF THE WORK TO BE PERFORMED BY A TRADITIONAL SUBCONTRACTOR, INCLUDE THE FOLLOWING LANGUAGE:

a) With the exception of work being performed by sub awardee (Sub Name) as noted in sub paragraph d) below, DARPA expects the work performed under this award 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.

b) All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

c) Should the character of the research change during award performance so that the research is no longer considered fundamental, the award 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.

d) At this time DARPA expects the work performed under this award by sub awardee (Sub Name) will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Recipient and any sub awardees, of information developed under this agreement or contained in the reports to be furnished pursuant to this agreement without prior written approval, which will be communicated to the Recipient by email through the DARPA Public Release Center (PRC) at PRC@darpa.mil. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Recipient. These restrictions must be flowed down to the sub awardees listed in paragraph (3) of this requirement. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with paragraph 7) Acknowledgment of Sponsorship,

e) When submitting material for written approval for open publication as described in subparagraph (a) above, the Recipient must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and agreement number; and 4) Recipient's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203-2114, telephone (571) 218-4235. Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.

e) Should the character of (Prime Name) research change during award performance so that the research is no longer considered fundamental, the award 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.

7) Acknowledgment of Sponsorship:

a) The recipient agrees that in the release of information relating to this award, such release shall include a statement to the effect that (1) the project or effort depicted was or is sponsored by the Defense Advanced Research Projects Agency under cooperative agreement HR0011-XX-2-XXXX, (2) the content of the information does not necessarily reflect the position or the policy of the Government, and (3) no official endorsement should be inferred.

b) For the purpose of this article, information includes news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association proceedings, symposia, etc.

c) Nothing in the foregoing shall affect compliance with the requirements of the clause entitled "Security."

8) Intellectual Property Matters: Questions regarding intellectual property matters should be referred to the Grants Officer.

All patent reports (interim and final) shall be submitted using the i-Edison.gov reporting website (https://www.iedison.gov/). In the event the recipient is unable to submit reports through i-Edison, the recipient may utilize DD Form 882, Report of Inventions and Subcontracts, for submission of interim and final invention reports. The DD Form 882 and all invention disclosures shall be submitted to the AGO for proper disposition and forwarding to the Grants Officer.

9) Activities Abroad: The recipient shall assure that project activities carried on outside the United States are coordinated as necessary with appropriate Government authorities and that appropriate licenses, permits, or approvals are obtained prior to undertaking proposed activities. The awarding agency does not assume responsibility for recipient compliance with the laws and regulations of the country in which the activities are to be conducted.

10) Security: The recipient may not be granted access to classified information under this award. If security restrictions should happen to apply to certain aspects of the proposed research, the recipient will be so informed. In the event that the scientific work under this award may need classification, or involve access to or storage of any classified data, the Government shall make its decision on the need to classify, or require such access or storage, within 30 days after receipt of written notice from the recipient. If the decision is affirmative, the Government shall invoke the clause in reference to the “Termination” proceedings in the DoD R&D general terms and conditions.

11) Research Involving Recombinant or Synthetic Nucleic Acid Molecules: Any recipient performing research involving recombinant DNA molecules and/or organisms and viruses containing recombinant DNA molecules agrees, by acceptance of this award, to comply with the National Institutes of Health “NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules,” April 15, 2016 (81 FR 22286) or such later revision of those guidelines as may be published in the Federal Register.

12) Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements

a) The recipient shall not require employees, contractors, or subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

b) The recipient must notify its employees, contractors, or subrecipients that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (a) of this award provision are no longer in effect.

c) The prohibition in paragraph (a) of this award provision does not contravene requirements applicable to any form issued by a Federal department or agency governing the nondisclosure of classified information.

d) If the Government determines that the recipient is not in compliance with this award provision, it:

1) Will prohibit the recipient’s use of funds under this award, in accordance with Federal appropriations law; and

2) May pursue other remedies available for the recipient’s material failure to comply with award terms and conditions.

13) University Student and Researcher Funding (effective October 2022)

a) In the event that DARPA should decide to end the substantive research activities of a DARPA program (due to termination or down-select) before the conclusion of the negotiated period of performance of the assistance award, DARPA may continue to fund, for no more than two semesters (or equivalent), the documented costs to employ or sponsor Ph.D. students and/or post-doctoral researchers. Should such a circumstance arise, the following will take place:

1) The Government will provide appropriate notification to the University participant by the Agreements Office or through the prime performer.

2) The University must make reasonable efforts to find alternative research or employment opportunities for these students and researchers.

3) Before any costs will be paid, the University must submit documentation describing their due diligence efforts in finding alternative arrangements that is certified by a University official.

4) In addition to this documentation, the affected students and researchers must submit statements of work describing what research activities they will pursue during the period of funding and the final deliverable they will submit when the funding is complete.

5) In determining these costs, DARPA will rely on information from the University's original proposal unless specific circumstances warrant requesting updated proposals. In no circumstances will this funding be provided when the program is ended because of suspected or actual fraud or negligence.

b) DARPA Down-Select Definition:

DARPA often structures programs in phases or options that include specific objectives and a designated period of performance. This may result in potentially issuing multiple awards to maximize the number of innovative approaches. This approach allows the Government to monitor progress and enables programmatic decision points based, at a minimum, against stated evaluation criteria, metrics, funding availability, and program goals and objectives. As a result, select performers may advance via award of a subsequent phase or through exercise of a planned option period.

14) Budget and Annual Program Plan

Phase 1 Option 1/ Phase 2

Total

Direct Labor

Fringe

Subcontractors:

Total Other Direct Costs

Materials/Supplies

Equipment

Travel

Technical Services

Cost Share (if applicable)

Subtotal Costs

Total F&A Cost

Total Estimated Cost

Total Estimated Cost Inclusive of Cost Share (if applicable)

[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 accordingly.

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 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.

· Final report (Microsoft Word document or pdf):

· An executive summary: a single paragraph overview of the goals and results of the project.

· A description of all of the work undertaken, both successful and unsuccessful.

· Analysis of lessons learned.

· List of transition efforts, to include receipt of funding and/or notable awards from government (including other DARPA programs), commercial, or foundation organizations on the basis (in full or in part) of efforts and results via the DARPA-funded efforts.

· A summary of future directions and relevant DoD applications for the project.

· List of key personnel/contact info, including subcontractors where applicable

· List of publications and/or doctoral dissertations generated based on the DARPA-funded work

· List of any patents generated as a result of the DARPA-funded effort.

First fill out Tables A2.1 and A2.2. Then fill out the schedule summary in Table A2.3. Include the full milestone titles and descriptions word-for-word in the proposal.

Introduction and Background [Brief introduction / background.]

The objective of this proposal is: [Insert a general description of the objective.]

Organization/Institution: [Provide organization/institution and location information for all tasks and which tasks will be completed at each location if there are multiple. (see Table A2.2).]

Location: [Where work will be performed, i.e., on a university campus]

Human Subject Research? [Insert Yes or No; If Yes, describe the nature of the Human Subject Research and which tasks they are associated with (see Table A2.2)]

Table A2.1: Milestone Description Milestones should be technical in nature. They should be able to be evaluated by DARPA according to the exit criteria; Milestone 1 – “Kickoff Meeting” is the only milestone where a briefing as the only exit criteria is acceptable. All milestones will include an outbrief. A minimum of 4 and a maximum of 8 milestones should be included.

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 below. 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)

DARPA Payment

· 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

Table A2.2: Task Description

For each defined task/subtask, provide:

· A general description of the objective.

· A detailed description of the approach to be taken to accomplish each defined task/subtask.

· Identification of any tasks/subtasks that will involve human subjects.

· Measurable deliverable, demonstration, or other event/activity that marks task progress or completion.

Not all tasks require subtasks. Do not include proprietary information.

Example: Build a rowboat that floats] [A detailed description of the approach to be taken to accomplish each defined task and subtask

Example: Build a rowboat out of wood, metal, and an engine by… [Example: 05/5/2023

Milestone: 2, 3]

· Subtask 1: Build a wooden frame by…

[Example: 05/5/2023

Milestone: 2]

· Subtask 2: Build a wooden seat by…

[Example: 05/5/2023 Milestone: 3]

Milestone: 3]

[Example: 05/5/2023 Milestone: 3, 4]

· Subtask 1: Test the speed of the boat by…

[Example: 05/5/2023 Milestone: 3]

Milestone: 4]

Table A2.3: Agreement Deliverables: The reporting deliverables are as follows:

Table A2.4: Summary Table of Reporting [Include all reporting and associated milestones] Meetings with DARPA are required for each Milestone.

1.1, 1.2

1.3

2.1

2.2

[To be completed by the Government]

EXHIBIT D

INTELLECTUAL PROPERTY ASSERTIONS

IDENTIFICATION AND ASSERTION OF USE, RELEASE, OR DISCLOSURE RESTRICTIONS

(a) The terms used in this provision are defined in following clause or clauses contained in this solicitation—

(1) If a successful offeror will be required to deliver technical data, the Rights in Technical Data--Noncommercial Items clause, or, if this solicitation contemplates a contract under the Small Business Innovation Research Program, the Rights in Noncommercial Technical Data and Computer Software--Small Business Innovation Research (SBIR) Program clause.

(2) If a successful offeror will not be required to deliver technical data, the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause, or, if this solicitation contemplates a contract under the Small Business Innovation Research Program, the Rights in Noncommercial Technical Data and Computer Software – Small Business Innovation Research (SBIR) Program clause.

(b) The identification and assertion requirements in this provision apply only to technical data, including computer software documentation, or computer software to be delivered with other than unlimited rights. For contracts to be awarded under the Small Business Innovation Research Program, the notification and identification requirements do not apply to technical data or computer software that will be generated under the resulting contract. Notification and identification is not required for restrictions based solely on copyright.

(c) Offers submitted in response to this solicitation shall identify, to the extent known at the time an offer is submitted to the Government, the technical data or computer software that the Offeror, its subcontractors or suppliers, or potential subcontractors or suppliers, assert should be furnished to the Government with restrictions on use, release, or disclosure.

(d) The Offeror's assertions, including the assertions of its subcontractors or suppliers or potential subcontractors or suppliers, shall be submitted as an attachment to its offer in the following format, dated and signed by an official authorized to contractually obligate the Offeror:

Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data or Computer Software.

The Offeror asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data or computer software should be restricted:

Technical Data or

Computer Software

Name of Person

Noncommercial Items

Commercial Items

*For technical data (other than computer software documentation) pertaining to items, components, or processes developed at private expense, identify both the deliverable technical data and each such item, component, or process. For computer software or computer software documentation identify the software or documentation.

**Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions. For technical data, other than computer software documentation, development refers to development of the item, component, or process to which the data pertain. The Government's rights in computer software documentation generally may not be restricted. For computer software, development refers to the software. Indicate whether development was accomplished exclusively or partially at private expense. If development was not accomplished at private expense, or for computer software documentation, enter the specific basis for asserting restrictions.

***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited, restricted, or government purpose rights under this or a prior contract, or specially negotiated licenses).

****Corporation, individual, or other person, as…