DoW DRONE OTA CONSORTIUM AGREEMENT 29MAY26.docx

DEPARTMENT OF WAR DRONE OTA CONSORTIUM AGREEMENT

I: NAME AND AUTHORITY

Section 1.1 Name: The name of this organization shall be the Department of War Drone Other Transaction Authority (OTA) Consortium, hereinafter referred to as the "Consortium."

Section 1.2 Authority: The Consortium is established under the authority of 10 U.S.C. § 4022 to facilitate the rapid prototyping of innovative warfighter solutions as well as the production of successful prototypes for fielding.

Section 1.3 Purpose: To provide a streamlined acquisition channel between the Government and industry/academia, allowing for the rapid solicitation, evaluation, and award of Prototype and Production OTAs. This Consortium shall not be utilized for the acquisition of advisory and assistance services.

II: GOVERNANCE (GOVERNMENT STEERING COMMITTEE)

Section 2.1 Government Steering Committee (GSC): The Consortium shall be governed by a GSC comprised exclusively of Government employees.

Section 2.2 Roles of the GSC:

· Agreements Officer (AO): Final authority for the award and administration of all OT Agreements.

· Program Manager (PM): Responsible for the technical direction and defining Areas of Interest (AOIs) or Statement of Needs (SON).

· Legal Counsel: Ensures all activities comply with federal law and Department of War (DoW) regulations.

Section 2.3 Advisory Roles: The GSC may, at its discretion, utilize Systems Engineering and Technical Assistance (SETA) Contractors and Federally Funded Research and Development Centers (FFRDC) to provide non-binding technical recommendations and administrative assistance. The vendor understands that the Government may share proprietary company information with SETA Contractors and FFRDC for technical assistance and administrative purposes only.

III: DEFINITIONS

IV: OPERATIONAL PROCEDURES

Section 4.1 Solicitation Method: The Government will post RFW/RFSs to the Consortium portal. This serves as the "Competitive Procedure" required by statute.

Section 4.2 Phases Overview for Innovative Warfighter Solutions:

The competitive process for evaluating solutions submitted in response to an RFW/RFS may, at the Government’s discretion, consist of up to three (3) distinct phases:

Section 4.3 The "Solution Basket":

· Submissions not selected for immediate award may be placed in the Electronic Basket for up to three (3) years.

· The Government may "pull" a solution from the basket and initiate an award if funding and requirements align.

Section 4.4 Award Instrument: Awards will be made as a Prototype OT Agreement between the Government and the individual Vendor.

V: VENDOR ACCEPTANCE

Section 5.1 Security: Vendors must comply with all security requirements outlined in specific AOIs, including the protection of Controlled Unclassified Information (CUI) and adherence to NIST SP 800-171.

Section 5.2 Export Control: All vendors must strictly adhere to International Traffic in Arms Regulations (ITAR) and Export Administration Regulations. Failure to maintain a valid DD Form 2345 is grounds for immediate removal from the Consortium.

Section 5.3 Non-Traditional Participation: If applicable, vendors are encouraged to identify as Non-Traditional Defense Contractors (NDCs) to fulfill the statutory requirements of 10 U.S.C. § 4022 regarding cost-sharing exceptions.

Section 5.4 Application: Prospective vendors must submit a Vendor Application and a signed Consortium Vendor Agreement (CVA) via the Government portal. The GSC serves as the approving authority for all vendor requests.

VI: DATA RIGHTS AND INTELLECTUAL PROPERTY

Section 6.1 Negotiation: Data rights will be negotiated on a project-by-project basis or defined as a requirement in the RFW/RFS. The Government generally seeks "Government Purpose Rights" for prototypes but remains open to "Limited" or "Specially Negotiated Rights" to encourage commercial participation.

VII: AMENDMENTS AND TERMINATION

Section 7.1 Amendments: The Government reserves the right to amend these Bylaws at any time to align with mission requirements or legislative changes. Vendors will be notified of changes via the portal.

Section 7.2 Termination: The Government may terminate a vendor’s participation for cause (e.g., security violation) or convenience. Additionally, if a Vendor fails to submit any whitepaper responses within a consecutive twelve (12) month period, the Government reserves the right to terminate their participation for inactivity. The Consortium itself may be dissolved at the discretion of the Government.

VIII: AUTHORIZED CUSTOMERS

During the term of this framework, the Government reserves the right to add or delete authorized ordering customers. Current authorized customers include:

IX: COMPETITION POOLS

To maximize industrial base participation and comply with 10 U.S.C. § 4022 statutory guidelines, actions will be competed within designated pools:

X: AWARD ELIGIBILITY AND REGISTRATION REQUIREMENTS

In order to receive an award under this Consortium framework, the following mandatory requirements must be met: