OTHER TRANSACTION AGREEMENT FOR THE QUANTUM COMPUTER

COMPETITION

BETWEEN

THE UNITED STATES DEPARTMENT OF ENERGY

AND

[AWARDEE ENTITY NAME]

The DOE, Office of Science, Advanced Scientific Computing Research, is establishing a Quantum Computer Competition. The purpose of the Quantum Computer Competition is to support the advancement and development of a U.S.-based quantum computer industry through the research and development of technologies that will enable the construction and deployment of full-scale quantum computing systems capable of integration into the U.S. and national laboratory scientific computing infrastructure.

This Milestone-Based Funding Agreement (“Agreement”) is made and entered into as of the Effective Date by and between the United States Department of Energy (DOE), an agency of the United States Government (Government), and [Awardee Entity Name] (Awardee)(collectively the Parties), a [type of entity] organized and existing under the laws of [place of incorporation or organization].

NOW, THEREFORE, in consideration of the foregoing and for the mutual promises hereinafter set forth, the Parties agree as follows:

Contents

Contents

SECTION I: Purpose and Scope of Work

SECTION II: Authority to Enter into the Agreement

SECTION III: General

SECTION IV: Intellectual Property

SECTION V: Research, Technology and Economic Security (RTES)

SECTION VI: Reporting Requirements and Approvals

SECTION VII: Modifications, Disputes, Termination, and Assignment

SECTION VIII: Miscellaneous

SECTION IX: DEFINED TERMS

Appendix 1: Milestones, Reporting, Deliverables

Appendix 2: Data Rights*

Appendix 3: Patent Rights*

Appendix 4: Authorization and Consent and Notice and Assistance Regarding Patent and Copyright Infringement

Appendix 5: Post-Competition IP Considerations

The following is intended to be understood using the definitions defined in Section IX.

SECTION I: Purpose and Scope of Work The purpose of this Agreement is to create a public-private partnership in furtherance of the DOE Quantum Genesis Q Competition under which the Awardee will conduct research and development pursuant to the milestones identified in Appendix 1 (Milestones and Completion Criteria). As set forth in Appendix 1, Awardee will receive milestone payments in return for completion of certain Milestones and continue work toward further Milestones while other Milestones serve as a checkpoint to determine whether Awardee can proceed with work toward further milestones or is deselected from the Competition. The scope and objectives of the project are identified in the milestones in Appendix 1 (Milestones and Completion Criteria).

Authorization and funding for subsequent milestones will be contingent upon DOE approval that milestone completion criteria have been met and the availability of appropriated funding to continue work under this Agreement.

Article 1.1: Period of Performance

This Agreement governs the performance of the Milestones.

The Awardee shall commence performance of this Agreement in accordance with the Agreement terms and conditions on the Effective Date and continue until the completion or upon expiration of the deadline, i.e., “Quarter Due (from project start)” for all the Milestones, unless otherwise agreed upon by the parties in writing. Additionally, DOE may terminate the agreement upon a failure to achieve a milestone by such deadline. The completion date for this Agreement is [TBD]. This date may be extended by written mutual agreement of the Parties.

Article 1.2: Financial Obligation

A. Obligation DOE’s liability to make Milestone Payments is limited to only those funds detailed in this Agreement and the availability of appropriated funding to continue work under this Agreement. For Milestones 3a, 3b, and 3c, the payment amount per successful awardee is variable and subject to the total number of awardees determined by DOE to have successfully achieved the milestone criteria at the designated Evaluation Date.

B. Cost-Share DOE has determined that Awardees will contribute more toward achieving any technical Milestone set forth in Appendix 1 than the payment due for any Milestone. Therefore, under DOE cost share waiver 2026-007193, DOE waives statutory cost share requirements under Section 988 of EPAct, 42 U.S.C. § 7256(g), and the implementing regulations at 2 C.F.R. § 910.130, and the cost principles set forth in 2 C.F.R. §§ 910.352.

SECTION II: Authority to Enter into the Agreement

Article 2.1: Authority This is a research, development, and/or demonstration agreement entered into pursuant to DOE’s Other Transaction (OT) Authorities, including 42 U.S.C.§ 7256(a), (g).1 This Agreement between DOE and Awardee is a transaction other than a procurement, grant, cooperative agreement, or loan. Accordingly, only the terms, conditions, provisions and requirements set forth in this Agreement and any other terms, conditions, provisions and requirements prescribed by law and regulations for other transaction agreements under DOE’s OT Authorities, including 42 U.S.C.§ 7256(a), (g),2 some of which are expressly incorporated herein by reference, apply to this Agreement.

This Agreement is valid only if it is in writing and is signed, including electronically, by the Agreements Officer (AO) and by the Awardee’s authorized representative.

SECTION III: General

Article 3.1: Agreement

This agreement consists of the Agreement cover page, these articles, plus the following Appendices:

No. Title 1 Schedule of Payments and Payable Milestones 2 Data Rights Appendix 3 Patent Rights Appendix 4 Authorization and Consent and Notice and Assistance Regarding Patent and Copyright Infringement Appendix 5 Post-Competition IP Considerations

SECTION IV: Intellectual Property

Intellectual Property Rights are governed by the provisions of Appendix 2 – Data Rights and Appendix 3 – Patent Rights.

1 2 C.F.R. § 930.

2 2 C.F.R. § 930.

SECTION V: Research, Technology and Economic Security (RTES)

Article 5.1: Foreign Entity Participation

Foreign Entities organized in a country that is party to an Office of Science and Technology Policy Quantum Cooperative Agreement (Australia, Denmark, Finland, France, Germany, Japan, Netherlands, Republic of Korea, Sweden, Switzerland, and U.K.) are eligible to participate as either an Awardee or Subawardee. Other Foreign Entities are not eligible to participate either as an Awardee or Subawardee. In limited circumstances DOE may approve a waiver to allow a foreign entity to participate.

Article 5.2: Prohibition on Incorporation in or Ownership or Control by Foreign Countries of Concern

The Awardee shall include this Article in all subcontracts and subawards.

Throughout the life of the Agreement, the Awardee, parent company, and project team members shall not be incorporated in, or owned or controlled by, or subject to the direction of a Foreign Country of Concern. If there is a change in ownership or control that increases foreign ownership or control by a Foreign Country of Concern or a change that effectively makes the entity subject to the direction of a Foreign Country of Concern, the Awardee must immediately alert the AO.

Article 5.3: Entity of Concern Prohibition

The Awardee shall include this Article in all subcontracts and subawards.

No Entity of Concern as defined in Section 10114 of Public Law 117-167 (42 USC 18912) may participate in the performance of the Agreement.

The Awardee must exercise ongoing due diligence to reasonably ensure that no Entity of Concern is participating on the Agreement. If, at any time, the Awardee becomes aware that any participant is an Entity of Concern and therefore is unable to fully comply with this term, the Awardee shall promptly stop all work involving the Entity of Concern, notify the AO within five

(5) business days, and not proceed with such work without further DOE authorization.

Article 5.4: Malign Foreign Talent Recruitment Program Prohibition

The Awardee shall include this Article in all subcontracts and subawards.

Individuals participating in a Malign Foreign Talent Recruitment Program, as defined in Section 10638(4) of P.L. 117-167 (42 USC 19237(4), 19232), are prohibited from participating in the performance of the Agreement.

Article 5.5: Due Diligence Reviews and Disclosures

The Awardee shall include this Article in all subcontracts and subawards.

https://www.congress.gov/117/plaws/publ167/PLAW-117publ167.pdf#page=105

All DOE-supported projects are subject to ongoing research, technology and economic security (“RTES” or “foreign risk”) due diligence reviews and monitoring. As part of the RTES due diligence reviews and monitoring, DOE may require the Awardee or project team members to provide additional disclosures and information to inform the reviews.

DOE may require risk mitigation measures, including but not limited to, requiring that an individual or entity not participate in the Agreement.

If significant risks are identified and cannot be sufficiently mitigated, DOE may withhold or recapture a milestone payment or terminate the OTA. DOE’s decision regarding a due diligence review is not appealable.

DOE may share information regarding the risks identified as part of the RTES due diligence review process or monitoring with other Federal agencies.

Article 5.6: Transparency of Foreign Connections

The Awardee shall include this Article in all subawards and applicable subcontracts as identified in subsection b of this Article.

a. Awardee and Subawardees. The Awardee and subawardee(s) must have an up-to-date Transparency of Foreign Connections (TFC) disclosure on file with DOE.

New subawardees are subject to the RTES due diligence process. Before adding new subawardees to the project, the Awardee must submit a notification to the AO and provide a completed TFC disclosure for the proposed subawardee forty-five (45) calendar days prior to the subawardee beginning work.

b. Subcontractors. DOE will take a risk-based approach to determining which subcontractors must provide disclosures and are subject to the RTES due diligence review.

Subcontractors must provide a TFC disclosure where:

1. The subcontractor will have access to IP, trade secrets, confidential information and/or non-public information about the project;

2. The subcontractor is a key partner to the project;

3. The subcontract is equal to or greater than $10 million; or

4. Upon request by DOE.

The Awardee must provide the TFC disclosure to DOE forty-five (45) calendar days prior to the subcontractor beginning work.

c. Updated Disclosures. As set forth in the certification statement for the TFC disclosures, during the life of the Agreement, all entities required to complete the TFC disclosures have an ongoing responsibility to update their responses should circumstances arise that impact the accuracy of the previously provided disclosure. The Awardee must notify and provide an updated disclosure to the AO within fifteen (15) business days of learning of the circumstances that change the accuracy of the disclosure previously submitted to DOE for the Awardee, subcontractor, or subawardee.

d. Disclosure Content, Format and Submission. The template is available at Transparency of Foreign Connections | Department of Energy (link address:

https://www.energy.gov/ia/transparency-foreign-connections). Recognizing the disclosures may contain business confidential information, subcontractors and subawardees may arrange to submit their disclosures directly to DOE.

Article 5.7: Disclosures for Covered Individuals

Covered individuals at the Awardee and subawardee(s) level must have an up-to-date resume and a Malign Foreign Talent Recruitment Certification on file with DOE. As noted in Article 5.3, Covered Individuals include but are not limited to senior and key personnel.

Each new Covered Individual is subject to the RTES due diligence review. The Awardee must notify the AO of new Covered Individuals at least 30 calendar days prior to the requested effective date and must provide a resume and a Malign Foreign Talent Recruitment Certification for each new Covered Individual.

All project participants, which for purposes of this term includes any individuals participating in the project, may be subject to RTES due diligence reviews. DOE reserves the right to require disclosures and certifications for project participants not defined as Covered Individuals.

Article 5.8: Prohibition Related to Collaborations with Restricted Entities

a. Awardee, subawardees, subcontractors, and Covered Individuals are prohibited from collaborating with a Restricted Entity or its employees where the collaboration relates to work funded under this Agreement.

b. Individuals holding appointments or positions with or receiving support from Restricted Entities are prohibited from participating in the performance of the Agreement.

https://www.energy.gov/ia/transparency-foreign-connections

c. Covered Individuals must certify their compliance prior to participating in the project funded under this Agreement.

d. The Awardee must notify Covered Individuals of this prohibition and ensure their compliance. The Awardee must notify DOE AO immediately if it discovers or suspects a violation of this Article may have occurred.

e. Restricted Entity is defined as any entity or individual included on the following U.S.

Government Restricted Party Lists:

U.S. Department of War

1. Sec. 1260H of the National Defense Authorization Act (NDAA) for FY2021

2. Sec. 1286 of the NDAA for FY2019, as amended

U.S. Department of Commerce, Bureau of Industry and Security

3. Entity List

4. Military End-User Entities

5. Denied Persons

U.S. Department of Treasury, Office of Foreign Assets Control

6. Annex of Executive Order 14032

7. Non-SDN Chinese Military-Industrial Complex Companies

U.S. Department of State

8. Debarred Parties

9. Nonproliferation Sanctions

U.S. Federal Communications Commission:

10. Equipment and Services Covered by Section 2 of The Secure Networks Act

U.S. Department of Homeland Security

11. UFLPA Entity List U.S. Customs and Border Protection:

Withhold Release Orders & Findings list

Article 5.9: Performance of Work in the United States

All work for this Agreement must be performed in the United States (i.e., the Awardee must expend 100% of the total project cost in the United States), unless the Awardee receives advance written authorization from the AO to perform certain work overseas. This provision does not https://www.federalregister.gov/documents/search?conditions%5Bsearch_type_id%5D=3&conditions%5Bterm%5D=1260H https://basicresearch.defense.gov/Programs/Academic-Research-Security/ https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C/part-744#Supplement-No.-4-to-Part-744 https://www.ecfr.gov/current/title-15/subtitle-B/chapter-VII/subchapter-C/part-744/appendix-Supplement%20No.%207%20to%20Part%20744 https://www.bis.gov/licensing/end-user-guidance/denied-persons-list-dpl https://ofac.treasury.gov/media/99111/download?inline https://www.treasury.gov/ofac/downloads/ccmc/nscmiclist.pdf https://deccspmddtc.servicenowservices.com/ddtc_public?id=ddtc_kb_article_page&sys_id=c22d1833dbb8d300d0a370131f9619f0 https://www.state.gov/bureau-of-arms-control-and-nonproliferation/nonproliferation-sanctions https://www.fcc.gov/supplychain/coveredlist https://www.dhs.gov/uflpa-entity-list https://www.cbp.gov/document/stats/withhold-release-orders-findings apply to the acquisition of materials or components of the Awardee’s project unless otherwise instructed in writing by the AO.

Article 5.10: Conflicts of Interest

The Awardee shall include this Article in all subcontracts and subawards.

The Awardee shall adopt and maintain a conflict-of-interest (COI) policy under this Agreement, which shall be provided to the DOE upon request. This COI policy shall address both individual COIs as related to Senior and Key Personnel and Organizational COIs.

The Awardee shall disclose in writing to the AO any potential or actual Organizational COI as soon as reasonably practical after discovery thereof. The Awardee shall develop a mitigation plan to address Organizational COIs as they arise and provide it to the AO for approval.

Article 5.11: Restriction on Equipment, Hardware, and Software

No project funds may be used to procure equipment, hardware, or software from entities included on the List of Foreign Institutions Engaging in Problematic Activities to Counter Unauthorized Technology Transfer as designated under Section 1286 of the National Defense Authorization Act of FY 2019 or an Entity of Concern as defined in Section 10114 of Public Law 117-167 (42 USC 18912), absent approval from DOE. The Awardee shall maintain documentation sufficient to demonstrate compliance with this prohibition and is to be made available to DOE upon request. Unless the action is approved by DOE, such costs are also not eligible as allowable Awardee cost share.

SECTION VI: Reporting Requirements and Approvals

Article 6.1: Milestones- Review, Acceptance or Rejection of Milestones

1. The Awardee shall be responsible for the on-time delivery and satisfactory completion of all Milestones. Unless otherwise specified by the AO, in writing, in advance of the deadline, all documents, including reports, are to be furnished to the DOE via email to the

AO.

2. DOE shall accept or reject delivered Milestones as promptly as practicable after delivery, unless otherwise specified in the Agreement. DOE shall determine adequacy of each deliverable promptly and will notify the Awardee in writing of the acceptance or rejection of the deliverable within forty (40) business days. DOE’s failure to review and accept or reject the work shall not relieve the Awardee from responsibilities under this Agreement, nor create liability for the Government. Acceptance will not be unreasonably withheld or delayed.

3. If DOE rejects the deliverable, the notice of rejection will provide the Awardee a specific description of the identified nonconformity. The Awardee will have the opportunity to cure under a timeline agreed to by the Awardee and the AO.

4. Payment for Milestones.

a. Milestone Payment may only be requested after DOE has notified the Awardee of its acceptance of the Milestone deliverable and verified that the Milestone completion criteria have been met. DOE will provide payment for the completed Milestone within 30 calendar days of receipt of a Milestone payment request submitted in accordance with the paragraphs below. Only the Awardee may submit payment requests to DOE. Subawardees may not submit payment requests directly to DOE. Notwithstanding the foregoing,

b. Milestone Payment Request Submittal. The Awardee is required to submit payment requests electronically through DOE’s Oak Ridge Financial Service Center Vendor Inquiry Payment Electronic Reporting System (VIPERS). To access and use VIPERS, they are required to enroll and login to the VIPERS website (https://vipers.doe.gov/ or https://vipers.doe.gov/RequestAccess.aspx).

DOE will disburse payments under this Agreement through the Automated Clearing House (ACH) VIPERS. The Awardee may check the status of its payments at the VIPERS website. All payments are made by electronic funds transfer to the bank account identified on the ACH Vendor/Miscellaneous Payment Enrollment Form (SF 3881) filed by the Awardee.

c. Before any payment is submitted, the Awardee shall provide a disclosure of each Subject Invention and a properly executed Invention Certification as required by Article IV.

5. Competitive/Shared Incentive Pool Evaluation (Milestones 3a, 3b, and 3c)

a. Notwithstanding paragraphs 6.1.2 and 6.1.4.a, Milestones 3a, 3b, and 3c are subject to a synchronized, common evaluation date across all active Awardees ("Evaluation Date"). DOE may unilaterally extend the “Evaluation Date.”

b. Synchronized Review: DOE will evaluate all awardees' technical achievements submitted as of the designated Evaluation Date (Quarter 8) simultaneously. Acceptance or rejection decisions for Milestones 3a, 3b, and 3c will be issued following the completion of the evaluation of all submissions.

c. Incentive Pool Allocation and Payment Request: Payment for Milestones 3a, 3b, and 3c is contingent upon DOE's determination of the total number of qualifying awardees for each respective milestone pool. Upon DOE's written determination and notification of the Awardee’s calculated share of the applicable incentive pool(s), the Awardee may submit a payment request in VIPERS pursuant to Article 6.1.4.b.

SECTION VII: Modifications, Disputes, Termination, and Assignment

Article 7.1: Modifications

Proposals for modifications will be documented in writing and submitted by the Awardee to the AO, or by DOE to the Awardee. Parties may request the technical, schedule, and financial impact of the proposed modification as appropriate.

https://vipers.doe.gov/ https://vipers.doe.gov/RequestAccess.aspx

Any modification, including changes to the Milestones, to this Agreement shall be executed in writing and signed by an authorized representative of DOE and the Awardee. The DOE is not obligated to pay for costs related to modifications. Further, the Awardee is not obligated to accomplish work prior to mutual agreement between the AO and the Awardee and performs work at risk of not being compensated without mutual agreement, in writing.

For minor or administrative modifications (e.g., changes to the paying office or appropriation data), Awardee approval is not required, unless Awardee timely objects, in writing, to such a proposed minor or administrative modification. In the event of any objection, the modification must be bilaterally executed.

Article 7.2: Disputes

A. A party that believes there is a dispute about an issue under this Agreement will submit to the other party, via email with receipt acknowledged by the other party, a summary of the dispute. Disputes will be raised by the Awardee to the AO or by the AO to the Awardee point of contact. The AO and awardee will work together to resolve issues or disputes, including using any alternative dispute mechanisms to the maximum extent practicable.

Informal resolution, including resolution through an alternative dispute resolution mechanism, will be preferred over formal procedures, to the extent practicable.

B. DOE Final Determination. If a dispute is not resolved informally between DOE AO and the Awardee, DOE shall provide a written determination signed by the AO, setting forth DOE’s final disposition of such dispute. The determination will include a summary of the dispute and the factual, legal, and if appropriate, policy reasons for DOE’s disposition of the dispute.

C. Right of Appeal:

a. The final determination under this Article may only be appealed to the cognizant

Senior Procurement Executive (SPE), as defined by 41 U.S.C. 1702(c) for the following actions:

i. A DOE determination that the awardee has failed to comply with the applicable requirements of the Agreement;

ii. termination of an award, in whole or in part, by DOE;

iii. the application of DOE of an indirect cost rate; and

iv. DOE disallowance of costs.

b. The appeal must be received by DOE within 90 days of receipt of the final determination. The mailing address for the DOE SPE is 1000 Independence Ave., SW., Washington DC 20585.

c. In reviewing disputes authorized under this article, the SPE will be bound by the applicable law, statutes, and rules, including the requirements of this Article, and by the terms and conditions of this Agreement.

d. The decision of the SPE shall be the final decision of DOE.

Article 7.3: Termination

A. Noncompliance. In the event the Awardee failed to comply with the terms and conditions of this Agreement, the AO shall give written notice to the Awardee to comply, including the factual and legal basis for the determination of noncompliance, the corrective actions, and the date by which they must be taken (not less than 30 days), and which of the actions authorized under 2 CFR § 930.345(a) DOE may take if the Awardee does not achieve compliance within the time specified in the written notice. Failure to comply may result in termination of this Agreement;

B. The Parties may mutually agree to terminate in whole or in part this Agreement by providing at least 30 days advance written notice to the other party, provided such notice is preceded by consultation between the Awardee and DOE and a reasonable determination by either party that this Agreement will not produce beneficial results commensurate with the expenditure of resources. Awardee and DOE will negotiate the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. If either the Awardee or the DOE determines in the case of partial termination that the reduced or modified portion of the Agreement will not accomplish its intended purpose, the Agreement may be terminated in its entirety;

C. DOE may terminate the agreement in whole or in part if the Awardee materially fails to comply with the articles or terms and conditions of an agreement, whether stated in a Federal statute, regulation, assurance, application, plan, or the notice of award fails to comply with the articles and requirements of the Agreement. DOE shall promptly provide Awardee with a Cure Notice identifying the Material Breach. Within ten (10) days after receipt of the Cure Notice, Awardee shall respond in writing to the Cure Notice and provide DOE with a Cure Plan;

D. DOE may terminate the agreement if the Awardee files a bankruptcy petition that is not dismissed within ten (10) business days, the Awardee is adjudicated bankrupt or is otherwise insolvent, or the Awardee ceases to do business or otherwise terminates its business operations;

and

E. DOE may terminate the agreement if the Awardee fails to achieve a Milestone within the time period specified in the Milestones.

F. Either party may terminate without cause upon thirty (30) days written notice to the other party. If DOE terminates without cause, the Awardee shall submit an invoice to DOE based on the prorated fixed price for any remaining Milestone and such proration will be based on effort expended from the last Milestone payment up to the point of termination. The AO, in their discretion, will determine if and how much of an appropriate prorated payment is warranted.

Selectee acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement.

G. In the event of termination, DOE and the Awardee shall meet to affect an orderly termination of any ongoing or planned activities and will negotiate in good faith for the disposition of the Awardee’s Limited Rights Data in the possession of DOE, if applicable. In no case will the Government be liable for expenses or other financial obligations of the Awardee incurred due to early termination.

H. In the event this Agreement is terminated for any reason under paragraphs A-D of this Article, DOE has the right to unilaterally not pay for funding not yet disbursed pursuant to the Milestones in Appendix 1. Mutual termination does not impose any requirement that DOE pay in whole or part for milestones not achieved.

I. In the event of any termination by DOE, neither DOE nor the Awardee shall be liable for any loss of profits, revenue, or any indirect or consequential damages incurred by the other Party, its contractors, subcontractors, or customers as a result of any termination of this Agreement.

DOE’s or the Awardee’s liability for any damages under this Agreement is limited solely to direct damages, incurred by the other Party, as a result of any termination of this Agreement subject to mitigation of such damages by the complaining party. However, in no instance shall DOE's liability for termination exceed the total amount due under the milestone towards which the Awardee is currently working under this Agreement.

Article 7.4 Assignment

Neither this Agreement nor any interest arising under it will be assigned by the Awardee or DOE without the express written consent of the other party.

SECTION VIII: Miscellaneous

Article 8.1: Export Control

Awardee is responsible for ensuring compliance with all applicable United States Export Control laws and regulations relating to any work performed under a resulting Agreement. The Awardee must immediately report to DOE any export control violations related to this Agreement and provide the corrective action(s) to prevent future violations.

Article 8.2: Communication

A. Administration. Unless otherwise provided in this Agreement, approvals permitted or required to be made by DOE, or any other document that binds the government, may be made only by the DOE Agreements Officer who has a warrant including the award of Other Transaction Agreements. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the Parties:

DOE Agreements Officer: XXXX DOE Grants and Agreements Specialist: XXXX DOE Patent Counsel: Aaron Keith, (630) 394-2338, aaron.keith@doe.gov (for all questions regarding Intellectual Property matters)

Awardee: XXXX

B. Milestone Deliverables. Milestone deliverable matters under this Agreement shall be referred to the following representative:

DOE Program Manager: XXXX

C. Technical. Technical matters under this Agreement shall be referred to the following representatives:

DOE Program Manager: XXXX

D. Change of Designated Representative. Each party may change its representatives named in this Article by written notification to the other party.

Article 8.3: Closeout

Upon Agreement completion, the AO must close out the Agreement in accordance with the Federal-Wide Research Terms and Conditions and DOE Standard Research Terms and Conditions Agency Specific Requirements, Financial Assistance Handbook Chapter 30A - Closeout of Financial Assistance Instruments, 2 CFR § 930, and the DOE Office of Scientific and Technical Information (OSTI) E-Link website (https://www.osti.gov/elink/), including ensuring all deliverables have been accepted and any audits completed. The Awardee agrees to provide DOE all relevant documents requested to closeout this Agreement.

Article 8.4: Resolution of Conflicting Conditions

Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this Agreement must be referred to the AO for guidance.

Article 8.5: Suspension and Debarment

The Awardee shall not contract with entities that are currently listed on the System for Award Management as suspended or debarred in support of this Agreement. In accordance with Executive Orders 12549 and 12689, the regulations at 2 CFR part 180, Guidance for Governmentwide Debarment and Suspension (Non procurement) are applicable to this Agreement.

Article 8.6: Inspector General

A. The Awardee is required to provide any information, documents, site access, or other assistance requested by DOE or Federal auditing agencies (e.g., DOE Inspector General, Government Accountability Office, Defense Contracting Audit Agency, United States Digital Service, Department of Government Efficiency) for work related to this Agreement. Single Audits are not required under this Agreement.

https://www.osti.gov/elink/

B. In the event that the Awardee has Federal funding from another Federal agency or entity, in accordance with 42 U.S.C. § 7137, the Comptroller General of the United States, or any of his duly authorized representatives, shall have access to and the right to examine any books, documents, papers, records, or other recorded information of the Awardee of Federal funds or assistance under this Agreement, including contracts between the Awardee and other entities.

Article 8.7: System for Award Management

The Awardee is required to be registered in the System for Award Management (SAM, www.sam.gov). The Awardee agrees to opt in to SAM notifications and monitor SAM for DOE issued information.

Article 8.8: Insolvency, Bankruptcy or Receivership

A. The Awardee shall immediately notify DOE of the plans for, or significant likelihood of, any of the following events: (i) the Awardee or the Awardee’s parent’s filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) the Awardee’s consent to the institution of an involuntary case under the Bankruptcy Act against it or its parent; (iii) the filing of any similar proceeding for or against the Awardee or the Awardee’s parent, or its consent to, the dissolution, winding-up or readjustment of its debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over it, under any other applicable state or federal law; or (iv) the Awardee’s insolvency due to its inability to pay its debts generally as they become due.

B. Such notification shall be in writing and shall: (i) specifically set out the details of the occurrence of an event referenced in paragraph A; (ii) provide the facts surrounding that event; and (iii) provide the impact such event will have on the project being funded by this Agreement.

C. Upon the occurrence of any of the four events described in the first paragraph, DOE reserves the right to conduct a review of the Awardee’s agreement to determine their compliance with the required elements of the agreement. If the DOE review determines that there are significant deficiencies or concerns with the Awardee’s performance under the agreement, DOE reserves the right to impose additional requirements, as needed.

D. Failure of the Awardee to comply with this term may be considered a Material Breach of this Agreement.

Article 8.9: Fraud, Waste and Abuse

The Awardee shall disclose, in a timely manner, in writing to DOE all violations of Federal criminal law involving fraud, bribery, or gratuity violations by Awardee, its employees, and agents that potentially affect the agreement. Compliance with the Rules of Professional Conduct does not violate this paragraph. The DOE Office of Inspector General maintains a Hotline for reporting allegations of fraud, waste, abuse, or mismanagement. To report such allegations, please visit https://www.energy.gov/ig/ig-hotline.

Article 8.10: Choice of Law

The Awardee acknowledges that this Agreement is subject to federal law of the United States.

http://www.sam.gov/ https://www.energy.gov/ig/ig-hotline

Article 8.11 NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS

ASSURANCES

A. By entering into this Agreement, the Awardee does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contactors from lawfully reporting 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 undersigned further attests that Awardee will not implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses in the performance of the Milestones unless it contains the following provisions:

(1) These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (a) classified information, (b) communications to Congress, (c) the reporting to an Inspector General or the Office of Special Counsel of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (d) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.

(2) The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

C. Notwithstanding provision listed in paragraph (A), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received during such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

Article 8.12 CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY

ASSURANCES

By entering into this Agreement, the undersigned attests that the Awardee has not been convicted of a felony criminal violation under Federal law in the 24 months preceding the date of signature.

The undersigned further attests that Awardee does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

For purposes of these assurances, the following definitions apply: A Corporation includes any entity that has filed articles of incorporation in any of the 50 states, the District of Columbia, or the various territories of the United States [but not foreign corporations]. It includes both for- profit and non-profit organizations.

Article 8.13 LOBBYING RESTRICTIONS The Awardee agrees that none of the funds under this Agreement shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. § 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation.

Article 8.14 INDEMNIFICATION To the extent permitted by law, the Awardee will indemnify the Government and its officers, agents, or employees for any and all liability, including litigation expenses and attorneys' fees, arising from suits, actions, or claims of any character for death, bodily injury, or loss of or damage to property or to the environment, resulting from the project, except to the extent that such liability results from the direct fault or negligence of Government officers, agents or employees, or to the extent such liability may be covered by applicable allowable costs provisions.

Article 8.15 STATEMENT OF FEDERAL STEWARDSHIP DOE will exercise normal Federal stewardship in overseeing the project activities performed under this Agreement. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the Technical Objectives have been accomplished.

Article 8.16 SITE VISITS DOE authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. You must provide, and must require your subawardees to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

Article 8.17: Safety, Health, and Access to Information

The Awardee must work with DOE to ensure compliance with all applicable safety, health, access to information, security and environmental regulations. In the event the Awardee fails to comply with said regulations and requirements, the DOE may, without prejudice to any other legal or contractual rights, issue an order stopping all or any part of Awardee's activities with

DOE.

SECTION IX: DEFINED TERMS

In addition to terms defined in other provisions of this Agreement, the terms and phrases as defined below, when used herein as the defined term shall have the following meanings:

“AO” shall mean DOE Agreements Officer.

“Covered Individual” means an individual who (a) contributes in a substantive, meaningful way to the scientific development or execution of the scope of work of the agreement, and (b) is designated as a covered individual by DOE. DOE designates as covered individuals any principal investigator (PI); project director (PD); co-principal investigator (Co-PI); co-project director (Co-PD); project manager; and any individual regardless of title that is functionally performing as a PI, PD, Co-PI, Co-PD, or project manager. Submission of a current and pending support disclosure and/or biosketch/resume for a particular person serves as an acknowledgement that DOE designates that person as a covered individual. DOE may further designate covered individuals during the agreement period of performance.

“Data” shall mean recorded information, regardless of form or the media on which it may be recorded, including Technical Data. The term does not include information incidental to Other Transaction (OT) Agreement administration, such as financial, administrative, cost or pricing or management information.

“Effective Date” shall mean the date upon which the Agreement will enter into force which will be the date of the last signatory to the Agreement.

“Foreign Country of Concern” shall mean the People's Republic of China, the Russian Federation, the Democratic People's Republic of Korea, the Islamic Republic of Iran, and Belarus, or any other country determined to be a foreign country of concern by the Secretary of State, and including countries of risk designated by DOE. This list is subject to change. DOE reserves the right, in the exercise of its absolute discretion, to add or subtract any foreign country determined to be of risk consistent with DOE policies by a unilateral amendment to this Agreement.

“Foreign Entity” shall mean any corporation, business association, partnership, trust, society, or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments and any agency or subdivision of foreign governments including state-owned enterprises. The term “Foreign Countries of Concern” and “Foreign National” are separate terms and not necessarily covered under the definition of a Foreign Entity although “Foreign Countries of Concern” are also “Foreign Entities”.

“Foreign National” shall mean any individual other than a U.S. citizen.

“Government” shall mean the Federal government of the United States of America including its agencies and departments.

“Intellectual Property” shall mean any and all subject inventions, copyrights, and trademarks developed by an Awardee.

"Key Personnel” shall mean the voting board members, C-suite executives, and other senior personnel identified by Awardee.

“Limited rights data” shall mean data developed at private expense and first produced outside the performance of this agreement that embody trade secrets, or are commercial, or financial, and confidential or privileged.

“Material Breach” shall mean a breach by the Awardee or DOE of any of its obligations under this Agreement including those which result, or are likely to result, in the inability of the Awardee or DOE to effectively complete the Milestones. This includes but is not limited to the failure to achieve Milestones, breach of provisions included in the Agreement.

“Milestone” shall mean a deliverable identified in Appendix 1 - Milestones, Reporting, Deliverables.

“Milestones” shall mean the collective deliverables identified in Appendix 1- Milestones, Reporting, Deliverables.

“Milestone Payment” shall mean DOE’s payment to the Awardee for achievement of a Milestone.

“Organizational Conflicts of Interest” shall mean where the Awardee is unable, or appears to be unable, to be impartial in conducting activities under this agreement due to its relationships with affiliates, organizations, or any other interested party.

“Unlimited Rights” shall mean the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

“Logical qubit” shall mean a quantum state that is encoded into an error corrected subspace of a larger Hilbert space belonging to multiple physical qubits to suppress errors or environmental noise. The logical basis states span this code space, and logical gate operations act upon this protected representation as they would on an ideal qubit.

“Hard operation” shall mean a logical operation from a family of operations which cannot be performed transversally or directly on the encoded logical qubit scheme (e.g., non-Clifford operations in stabilizer QEC) and require additional resource-intensive procedures in the participant’s error-correction scheme, but necessary to realize computational universality.

“Hard” operations are expected to require many elementary quantum operations, becoming the scarce resource in a fault-tolerant computation. In the Q Competition, DOE will benchmark computers in part based on the number of hard operations that can be completed reliably, a metric which acts as a test of both the error rate and the stability of the computer.

“Scientific relevance” shall mean the ability of the quantum computer to usefully solve problems of interest to scientists working in DOE mission spaces. The Blueprint for DOE Quantum Supercomputing highlights key challenges that are relevant to our mission, which themselves cover a range of possible example problems. Prototype computers will demonstrate subroutines (such as phase estimation or Trotter evolution) while the first-generation scientifically relevant quantum computer (SRQC) will be capable of a full demonstration of a scientific workflow (although not necessarily at classically intractable scales), potentially in concert with a classical computer.

IN WITNESS WHEREOF, the Parties have executed this Agreement.

U.S. DEPARTMENT OF ENERGY

By:_____________________________

[NAME]

Agreements Officer

Dated: _______________________________

AWARDEE

By: ______________________________

[NAME]

TITLE

Dated: _______________________________ https://www.osti.gov/biblio/3022533 https://www.osti.gov/biblio/3022533

Appendix 1: Milestones, Reporting, Deliverables

Milestone

Milestone Title Milestone Description (including Completion Criteria)

Data Rights Subject Invention*

Quarter Due

(from project start)

Federal payment upon completion

1 Verification and Validation (V&V) Plan

Provide a detailed technical plan for performing V&V. The plan should include:

1. Details on how to run all circuits provided by DOE designated V&V team of the stated logical widths and depths, as outlined in milestones 2 and 3.

2. Details of the platform’s hardest operations (e.g., T or Toffoli).

3. Details of the platform’s logical clock cycles.

4. The key subroutines required for the quantum scientific application(s) proposed for the final system.

The plan should include a risk analysis of key technical challenges to achieving the milestones.

All data provided to DOE must be delivered with unlimited rights.

None/No R&D

2 $250,000

Milestone Title Milestone Description (including Completion Criteria)

Data Rights Subject Invention*

Quarter Due

(from project start)

Federal payment upon completion

The plan must be prepared in consultation with the DOE-designated V&V team. The DOE will have the plan reviewed by subject matter experts and DOE, at its sole discretion, will approve or reject the plan based on its completeness and rigor.

2 Demonstration of a prototype quantum computer

Demonstrate quantum computer with ten logical qubits for 1,000 logical non-trivial clock cycles (as described in the V&V plan) with fidelity 1/e.

Demonstrate quantum circuits over a fully fault-tolerant universal gate set containing at least 50 of the platform’s hardest operations (as outlined in the V&V plan).

Include details, including compilation and scheduling, of the end-to-end demonstration of the final target milestone demonstration.

All data delivered to DOE may be identified as Protected Data except:

1. General test or performance results demonstrating technical breakthroughs, milestones or achievements.

Standard Definition of Subject Invention

4 $1,250,000

Milestone Title Milestone Description (including Completion Criteria)

Data Rights Subject Invention*

Quarter Due

(from project start)

Federal payment upon completion

Demonstrate the successful execution of subcircuit(s) from the primary scientific application proposed for the final system.

Demonstrations will be executed in collaboration with the V&V teams which may require cloud and/or physical access.

Deliverables will be evaluated by the V&V team. The DOE will have reports on the deliverables assessed by subject matter experts and DOE, at its sole discretion, will approve or reject those based on their completeness and rigor.

3a Demonstration of a first generation scientifically relevant quantum computer

Demonstrate circuits on at least 100 logical qubits. The circuits will be specified by the V&V team. The specified circuits will be standardized across awardees, and, if implemented on today's reference architecture, would compile to

All data delivered to DOE may be identified as Protected Data except:

1. General test or performance results

Standard Definition of

8 Pro rata share of $100,000,000 incentive pool, calculated…