Draft_Agreement_OTA_18June2026_PostedonSAM.GOV.pdf

This agreement is entered into this DATE, by the United States of America (the “Government”) represented by NAME, the Agreements Officer, and OFFEROR, a corporation organized and existing under the laws of the State of STATE (the “CM”).

Naval Surface Warfare Center

Panama City Division

Seabed-Subsea, Littoral, Asymmetric-Autonomous, Mining and Mine Hunting, Expeditionary, Robotic

(SLAM2ER)

Consortium Manager (CM) Base Agreement

Other Transaction Authority under 10 U.S.C. § 4021 and 10 U.S.C. § 4022 between

Naval Surface Warfare Center, Panama City (NSWC-PCD) 110 Vernon Ave

Panama City, FL. 32407

And

OFFEROR

Agreement Term: The term of this Agreement is not to exceed ten years (One Base of 4 years and two Options of three years each) from the date of award.

This Agreement is entered into between the Department of the Navy, hereinafter called the Government, represented by NSWC-PCD, and OFFEROR pursuant to and under U.S.

Federal law.

1. Parties

The parties to this Agreement are the Naval Surface Warfare Center, Panama City Division (NSWC-PCD or Government) and each member of the Consortium, as represented by OFFEROR, further referred to as the CM, Consortium Manager or Consortium Director.

2. Severability

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, unless applying such remaining portions would frustrate the purpose of this Agreement.

3. Order of Precedence

The order of precedence is as follows:

(i) Research and /or Prototype Project Agreements (RPA/PPA) executed under this Agreement and any attachments to the RPA/PPAs

(ii) This Agreement and any attachments to the Agreement.

4. Scope

The Government will only issue research and or prototype projects to a consortium member determined to be within the scope of the Technical Areas of this Agreement.

Projects awarded to consortium members under this Agreement will also comply with all the requirements of the respective authority 10 U.S.C. § 4021 (for RPAs) and 10 U.S.C. § 4022 (PPAs). Research, Prototype Projects and follow on production efforts awarded under this Agreement are subject to the terms and conditions of this Agreement.

As authorized under 10 U.S.C § 4001, and in accordance with the scope and terms of this Agreement, the Government may solicit and enter into –

• Other Transactions for Research (10 U.S. Code § 4021) to carry out basic, applied, and advanced research projects

• Other Transactions for Prototypes (10 U.S. Code § 4022) directly relevant to enhancing the mission effectiveness of military personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by the DoW, or to improvement of platforms, systems, components, or materials in use by the armed forces; and

• Follow-On Production (10 U.S. Code § 4022(f)) efforts, originating from a prototype transaction, may provide for the award of a follow-on production contract or transaction (with the participants of the originating prototype transaction) provided certain criteria are met. Mandatory conditions include publicizing the potential follow-on effort within the originating transaction’s solicitation; the use of competitive procedures for the selection of parties for the prototype transaction, and; successful completion of the prototype project by the participants of the transaction.

(a) Successful completion for a specific capability may occur prior to the conclusion of the project to allow the Government to transition that aspect of the prototype project into production while other aspects of the prototype project have yet to be completed.

(b) Award of a follow-on production contract or transaction is not contingent upon the successful completion of all activities within a consortium as a condition for an award for follow-on production of a successfully completed prototype or prototype subproject within that consortium.

(c) The terms, conditions, and guidance contained herein, although segregated by authority (where applicable), are not intended to diminish the Government’s ability to employ multiple authorities within the same project, where permissible by law and in the best interest of the Government.)

(d) The Government reserves the right to modify the Technology Areas (Article 9) encompassed within the Agreement’s scope as described in this Article, in any reasonable manner, to ensure in-scope mission needs are met.

(e) Throughout the period of performance of any project order, the Agreements Officer, CM, and AOR will actively monitor all projects to ensure compliance with applicable statutory requirements. Any project that is found to be non-compliant with the associated statute will become compliant or otherwise remedied (e.g., termination).

5. Definitions

“Agreement” means the body of this Agreement and its Attachments, which are expressly incorporated in and made a part of the Agreement.

“Agreements Officer (AO)” means an individual with authority to enter into, administer, or terminate this Agreement or any Project Agreements executed under this Agreement.

Individuals must be granted specific authority (via modification) to award projects under this Base Agreement.

“Agreements Officer’s Representative (AOR)” means an individual designated and authorized in writing by the Agreements Officer to perform specific technical or administrative functions on behalf of the Government. At the Government’s discretion, multiple AORs may be designated in writing at either the Agreement level or on a per-project basis.

“Cost Sharing” means cash or in-kind resources expended during a Project Agreement by the Consortium Member or lower tier Sub-contractors that are necessary and reasonable for accomplishment of the project.

“Computer Software” as used in this Agreement means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated or recompiled. Computer software does not include computer databases or Computer Software Documentation.

“Computer Software Documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the Computer Software or provides instructions for using the software.

“Covered Government support Contractor” means a Contractor under a contract, the primary purpose of which is to furnish independent and impartial advice or technical assistance directly to the Government in support of the Government’s management and oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a program or effort), provided that the Contractor—

(i) Is not affiliated with the prime Consortium Manager (CM)/RPA/PPA Contractor or a on the program or effort, or with any direct competitor of such prime Contractor or any such first-tier Sub-contractor in furnishing end items or services of the type developed or produced on the program or effort; and

(ii) Receives access to Technical Data or Computer Software for performance of a

Government contract that contains the clause at DoW Federal Acquisition Regulation

Supplement (DFARS) 252.227-7025, Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends.

“Consortium” means the SLAM2ER - Seabed-Subsea, Littoral, Asymmetric- Autonomous, Mining and Mine Hunting, Expeditionary, Robotic Consortium is composed of traditional and non-traditional Contractors, as well as academia and non-profits that is legally bound to operate in accordance with a Consortium Membership Agreement.

“Consortium Manager (CM)” is the organization managing the SLAM2ER to execute and administer the efforts under this Agreement. The CM is prohibited from performing research and prototype projects under this Agreement.

“Consortium Membership Agreement (CMA)” means the Agreement governing the rights and obligations of the Consortium member entities.

“Data,” means recorded information, regardless of form or method of recording, which includes but is not limited to, Technical Data, computer software, Computer Software Documentation, and mask works. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions.

“DoW Component” includes the following: OSD; the Chairman, Joint Chiefs of Staff and the Joint Staff; the DoW Inspector General; the Military Departments including the Coast Guard when assigned to the Department of the Navy; the Defense Agencies; DoW Field Activities; the Combatant Commands; Washington Headquarters Services (WHS), the Uniformed Services University of the Health Sciences (USUHS), and all non-appropriated fund instrumentalities.

“Freight on Board (FOB) Destination” means seller will incur the delivery expense to get the goods to the destination. With terms of FOB destination, the title to the goods usually passes from the seller to the buyer at the destination.

“Form, fit and function data” means data that describes the required overall physical, functional and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items.

“Government” means the United States of America, as represented by an Agreements Officer.

“Government purpose” means any activity in which the United States Government is a party, including cooperative Agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign Governments or international organizations. Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose data for commercial purposes or authorize others to do so.

Within a specific, agreed-upon timeframe “Government Purpose Rights” (“GPR”) may evolve into “Unlimited Rights” (as defined later in this section). GPR means the rights to:

(a) Use, modify, reproduce, release, perform, display, or disclose data within the Government without restriction; and

(b) Release or disclose data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for United States Government purposes.

“Invention,” as used in this Agreement, means any innovation or discovery that is or may be patentable or otherwise protectable under title 35 of the United States Code (U.S.C.).

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

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

(A) Necessary for emergency repair and overhaul; or

(B) A release or disclosure to-

(1) A Covered Government Support Contractor in performance of its covered

Government support contract for use, modification, reproduction, performance, display, release or disclosure to a person authorized to receive Limited Rights data; or

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

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

(iii) The Consortium Member awarded the Research Project Agreement/Prototype Project Agreement (RPA/PPA) or sub-agreement holder asserting the restriction is notified of such reproduction, release, disclosure, or use.

“Made,” as used in this Agreement in relation to any Invention, means the conception or first actual reduction to practice of such Invention.

“Non-traditional Defense Contractor” means, per 10 U.S.C. §3014 and 10 U.S.C.4022(e)(2) ), “an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by DoW for the procurement or transaction, any contract or subcontract for DoW that is subject to full coverage under the cost accounting standards prescribed pursuant to 41 U.S.C. § 1502 and the regulations implementing such section.”

“Program Manager” or “PM” is the Government point of contact who will oversee the direction and scope of this Agreement.

“Property” means any tangible personal property other than property actually consumed during the execution of work under this Agreement. For purposes of this Agreement, “property” does not include the deliverable prototype under any RPA/PPA.

“Prototype” means a physical or virtual model used to evaluate the technical or manufacturing feasibility or military utility of a technology, process, concept, end item, or system.

“Prototype Project” means a research activity proposed by the prototype-level performer and selected by the Government for a Prototype Award under this Agreement.

“Prototype Project Agreement” or “RPA/PPA” means any individual OTA prototype project awarded to Consortium Members through orders placed in accordance with this Agreement

“Practical application” as used in this Agreement, means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in case of a machine or system; and, in each case, under such conditions as to establish that the Invention, software, or related data is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public or to the Government on reasonable terms.

“Research Project” means basic, applied, or advanced research activity proposed by the research-level performer and selected by the Government for a Research Award under this Agreement.

“Research Project Agreement” or “RPA” means any individual OTA prototype project awarded to Consortium Members through orders placed in accordance with this

“Sub-agreement” means any agreement or contract executed between a Consortium Member and another entity in performance of a Project Agreement.

“Sub-agreement Holder” means a business or person that enters into an agreement or contract to carry out work for another entity in performance of a Project Agreement.

“Subject Invention” means those inventions conceived or first actually reduced to practice under this Agreement.

“System for Award Management (SAM)” means the Federal repository into which an entity must provide information required for the conduct of business as a Consortium.

Additional information about registration procedures may be found at the SAM Internet site (http://www.sam.gov).

http://www.sam.gov/

“Technical Data” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including Computer Software Documentation). The term does not include Computer Software or data incidental to agreement administration, such as financial and/or management information.

“The Parties” means the Consortium, represented by the CM, - and the Government.

“Unlimited rights,” means rights to use, modify, reproduce, perform, display, release, or disclose Data in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so, for an unlimited time. As defined above, “Unlimited Rights” may evolve from “GPR” after a specified, agreed-upon date, however, “Unlimited Rights” may also be directly conferred by agreement.

6. Agreement Duration

(a) The duration for this Agreement is as follows:

0001 – Base agreement - 48 months after Date of Agreement to DATE 0002 – Option I Period - 36 months after end of Base duration 0003 – Option II Period - 36 months after Option I Period ends

(b) The Government may extend the term of this Agreement by written notice to the Consortium, through the CM, for the option periods specified.

(c) The total duration of this Agreement, including the exercise of any options under this clause, shall not exceed 120 months.

(d) Any research/prototype project issued during the duration for this Agreement and not completed within that period shall be completed by the Consortium member within the time specified in the RPA/PPA.

7. Consortium Administration

(a) The consortium lead company or the CM, must be fully registered for all awards as a prime awardee. The prime awardee should use its Unique Entity Identifier (UEI) from SAM (https://sam.gov). Each CM participant that is directly awarded an agreement by the Government or that receives funding for a project from a CM must obtain a UEI from SAM and provide it to the Government for reporting. CM participants that are separately and already registered in SAM should use the UEI assigned to that registration. CM participants that are not separately registered in SAM should request a UEI be established at the SAM website (https://sam.gov) without the need for a complete registration. Note that if the consortium participant needs a Commercial and Government Entity (CAGE) code to be assigned to process Government Furnished Property transfers or have facility clearances accomplished, a full SAM registration is required.

(b) The Government and the Consortium, through the CM, are bound to each other by a duty of good faith and best effort to achieve the objectives of this Agreement. This https://sam.gov/

Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization.

(c) The CM shall establish an Agreement and operate in accordance with its terms and conditions.

(d) In accordance with the Consortium’s CM Agreement, or any other administration agreement between the CM, its members, and its CM of record, the CM will act on behalf of the Consortium in executing this Agreement, and any future modifications to it. All financial transactions between the Government and the CM, including payment, will be made via the CM. The CM will subsequently disburse funds to the RPA/PPA recipient.

(e) The CM shall accomplish the overall management, including reporting, financial and administrative matters, of the coordinated program established under this Agreement.

The CM shall be responsible for the overall day-to-day management of Government-selected projects and all projects issued to the CM under this Agreement. The CM shall also be responsible for resolving performance issues that occur during performance of this Agreement.

(f) If changes are made to the CM Agreement that substantially alter the relationship of the SLAM2ER (e.g., any restriction of access to prospective project participants (either current or prospective consortium members)), the CM shall notify the Agreements Officer that a substantial change has occurred and provide a copy of the CM Agreement for review and concurrence.

8. Appropriate Use of Other Transaction Authority

(a) This Agreement is executed in accordance with the authority provided in both 10 U.S.C. § 4021 and 10 U.S.C. § 4022. Each Project Agreement must also be supported by a determination and findings as required by the applicable authority.

(b) All competitively awarded prototype projects may lead to single or multiple award follow-on projects for production efforts and executed under this Agreement in accordance with 10 U.S.C. § 4022.

(c) Throughout the period of performance of any Project Agreement, the Agreements

Officer, CM, and AOR will actively monitor all projects to ensure compliance with applicable statutory requirements. Any Consortium Member whose Project Agreement is found to be non-compliant with the applicable statute must become compliant. Failure by any Consortium Member to comply may result in termination of the Project Agreement and removal of the Consortium Member from consideration for future Project Agreements.

9. Technology Areas

(a) Technology Areas covered under this Agreement are as follows:

i. Command, Control, Computing, Communications, Cyber, Intelligence, Surveillance, and Reconnaissance (C5ISRT) - Research, development, and advanced demonstration of technologies forming the backbone of modern military operations. Key efforts include:

• Infrastructure and Software: Developing generic databases, secure networks, advanced software engineering practices, and telecommunications. This includes information exchange standards, identity and privilege management, cloud security, and both hardware and software for new computing paradigms.

• Information Dominance: Enhancing battlespace awareness through resilient, high-data-rate communications, including mesh networks and cloud-based architectures, to ensure a common operating picture and defend against cyber threats.

• Advanced Computing and Software: Researching tools and techniques for the entire system lifecycle, including formal verification, algorithmic design, high-availability computing, compiler technologies, software assurance, and automated code generation. This includes hardware and software architecture and design, formal verification tools and techniques, algorithmic development and design, , networking tools and the necessary hardware and software to improve the state of the art in the field of computation and advanced computing, automated containerization of applications and developer tools, fusion of identity management across heterogeneous platforms and automated file based access encryption technologies.

ii. Robotic and Autonomous Systems (RAS) and Counter Robotic and Autonomous Systems (CRAS) - Research, development, and demonstration of robotic and autonomous systems across all domains (Space, Air, Surface, Ground, Underwater). Key efforts include:

• System and Payload Development: Research, development, test, and evaluation (RDT&E) of RAS and CRAS platforms and their integrated payloads, such as sensors, onboard computing, weapons, and deployment mechanisms.

• Advanced Control and Collaboration: Developing advanced control methods for individual systems and sub-systems to allow massive scalability for multi-RAS and CRAS "swarms" for both offensive and defensive missions.

• RAS and CRAS and Security: Engineering systems to test, train, integrate, and operate RAS and CRAS capabilities and ensure the security of unmanned platforms.

• Deployment Systems: Prototyping and manufacturing of RAS and CRAS deployment and recovery systems, including environmental mitigation, control electronics, and modular designs.

iii. Cyber and Cybersecurity - Research, development, demonstration, test and evaluation of tools, techniques, procedures and processes that expand the state-of-the-art in cyber warfare, system security, and cyber engineering throughout the system lifecycle. Key efforts include:

• Offensive and Defensive Cyber: Developing advanced applications, tools, and technologies for vulnerability and adversarial assessments (e.g., red teaming), and implementing policy-as-code.

• System Security Engineering: RDT&E technologies such as anti-tamper, supply chain risk management (SCRM), and security from the microcode to the application layer.

• Platform-Specific Cybersecurity: Ensuring compliance with DoW standards for high-speed connector platforms and investigating novel cybersecurity methods.

iv. Materials and Advanced Manufacturing - Research, development, and application of advanced materials and manufacturing processes to enhance the performance, reliability, and availability of military systems. Key areas of interest include:

• Advanced Materials: Developing materials for terrestrial, marine, and undersea applications that are lighter, stronger, and more resistant to corrosion and failure. This includes finding alternative or surrogate materials that improve the performance and reliability for those with supply chain trust issues.

• Advanced Manufacturing: Exploiting processes like additive manufacturing and robotics for the fabrication of prototype hardware. This includes material science research to enable new materials for these advanced manufacturing technologies.

• Design for Manufacturing: Improving system designs for ease and cost-effectiveness, utilizing third-party Technical Data Packages or developed Technical Data Packages in long-term, production-level manufacturing, including supply chain analysis and cost reduction.

• Revitalization and Remanufacturing: Developing new methods for machinery revitalization, including inspection, cleaning, restoration, and upgrades to improve functionality and usability.

v. Modeling, Simulation, and Test & Evaluation - Research, development, demonstration, test and evaluation of technical capabilities from initial requirements through production by developing virtual prototypes and establishing robust testing standards. Key areas include:

• Modeling and Simulation (M&S): RDT&E of virtual prototypes to support component, system, and mission-level analysis, including hardware-in-the-loop, virtual/augmented reality, and simulations for weapon systems, supply chain risk, and cyber vulnerability.

• Test and Evaluation (T&E): Establishing new technology qualification standards to reduce development time and cost. This includes infrastructure and personnel to support T&E for Mine Warfare, Expeditionary Warfare, and other mission areas, as well as developing dynamic adversarial threats for realistic testing.

• Hydrospace Testing: RDT&E of systems designed for extreme environments, including hyperbaric/hypobaric conditions, extreme temperatures, and high pressure to ensure resilience. This includes unmanned life support testing, hyperbaric and hypobaric environment testing, extreme temperature testing, helium intrusion/soak, and internal/external pressure testing.

vi. Warfare and Mission Areas - Research, development, demonstration, test and evaluation of technologies and systems for specific warfighting domains. Key areas include:

• Subsea and Seabed Warfare (SSW): Developing capabilities for underwater surveillance, counter-SSW, and ensuring access or denial to the maritime battlespace. This includes advanced sensors, payloads, and systems for detecting, classifying, and neutralizing threats in deep-water environments.

• Expeditionary Warfare: RDT&E of technologies for expeditionary and littoral mission systems, including Power and Energy systems, mobility, Weapons, C5ISRT components, ISR, and RAS/CRAS.

• Maneuver Warfare: RDT&E of technologies that support rapid, flexible, and opportunistic maneuvers to disrupt an adversary's cohesion, manipulate their situational awareness, and deliver kinetic and non-kinetic effects.

• Mine Warfare (MIW) and Explosive Ordnance Disposal (EOD): RDT&E enhancing MIW and EOD capabilities with advanced sensors and payloads to detect, classify, identify, and neutralize threats. This also includes technology for battle damage assessment.

• Asymmetric Warfare: Rapidly develop and field systems to counter non-traditional or numerically superior threats. By combining scientific knowledge with operational experience, create innovative and cost-effective solutions that allow warfighters to respond effectively to asymmetric threats. This includes developing specialized hardware and software for a range of capabilities, such as unique payloads, advanced countermeasures, scalable weapons, special signals collection, tagging and tracking systems, and forensics.

• Infrastructure Protection and Offshore Energy: Scientific research and technology design, development, prototyping, demonstration, testing, and/or evaluation that addresses the growing importance of protecting infrastructure and offshore energy production. This area addresses the demand of advanced sensing capabilities, sensor products, and payloads that can monitor and secure these assets from underwater threats.

• Spectrum Warfare: RDT&E as well as the demonstration of technologies to control and exploit the electromagnetic spectrum.

Key efforts include developing intelligent and networked sensors, high-power radio frequency (RF) systems, and communications that are difficult to intercept. The research also covers RF and infrared countermeasures, advanced optics, and improved methods for assessing and exploiting electronic threats.

vii. Oceanography and Hydrography - Research, development, demonstration, test and evaluation of technologies for the accurate and detailed mapping of the seafloor and water column. Key areas include:

• Advanced Sensors and Payloads: RDT&E of sensors and payloads capable of collecting and analyzing oceanographic and hydrographic data.

• Geographic and Hydrographic Localization: RDT&E of technologies that enable geographic and hydrographic positioning in environments where GPS or other satellite navigation systems are unavailable.

viii. Human Systems Integration (HSI) and Warfighter Performance - Research, development, demonstration, test and evaluation of optimization of the interaction between warfighters and technology to enhance performance, safety, and mission effectiveness. Key efforts include:

• Human-Computer Interaction (HCI): Researching augmented/virtual reality, advanced data visualization, wearable interfaces, and performance monitoring.

• Human-Autonomy Teaming: Designing interfaces and models to improve teamwork between humans and autonomous systems.

• Cognitive and Physical Performance: Developing technologies and methods to enhance human and team cognitive, physical, and behavioral performance, improve training, and optimize environmental conditions.

• AI for Human Performance: Utilizing AI/ML to aid in decision-making, threat detection, mission planning, and creating advanced analysis and design tools.

ix. Logistics and Industrial Operations - Research, development, demonstration, test and evaluation of systems related to military transportation, logistics, and industrial processes. Key efforts include:

• Logistics Platforms: RDT&E of high-speed logistics platforms like Air Cushion Vehicles (ACVs) and wing-in-ground (WIG) effect vehicles, including innovative upgrades and payloads.

• Contested Logistics: RDT&E of capabilities for logistics in contested environments, including manned and unmanned platforms, packaging, and delivery mechanisms.

• Waterfront Industrial Operations: Enhancing the efficiency of industrial waterfront processes through automation, optimized system design, and improved program management and quality assurance tools.

x. Diving, Life Support, and Force Protection - Research, development, demonstration, test and evaluation of technologies that ensure the safety, security, and effectiveness of personnel in hazardous environments.

• Diving Systems: RDT&E of technologies for safe and effective diving operations, including thermal protection, navigation, underwater communication, propulsion, and diver tools.

• Life Support Systems: RDT&E of breathing loop in life support systems, including rebreathers, gas purification, masks, and sensors for use in undersea, land, and air applications.

• Anti-Terrorism/Force Protection: RDT&E of technologies and systems for anti-terrorism and force protection.

• Damage Control and Firefighting: Improving damage control and firefighting operations through better PPE, automation, and chemical/biological defense equipment.

xi. Platform Design & Survivability (PDS) - Research, development, demonstration, test and evaluation focusing on enhancing the design and survivability of platforms intended for harsh, dynamic, and hostile undersea and coastal environments. The core objective is to ensure these platforms can avoid, defeat, and survive attacks. To achieve this, effort is directed towards three main areas:

• Advanced Tools: Developing better design and engineering tools to support the entire lifecycle of undersea systems, from development to maintenance.

• Efficient Manufacturing: Using advanced manufacturing technologies to enable faster, cheaper, and potentially remote production of these platforms.

• Stealth and Freedom of Operation: Improving the ability of platforms to remain undetected and operate without hindrance in future combat zones.

xii. Undersea Precision Navigation and Timing (UPNT) - RDT&E highly accurate methods for determining position and timing for undersea assets, especially in challenging or hostile environments where traditional systems may fail. The primary goal is to ensure that undersea missions can be conducted with a precise understanding of location, which is critical for their success. The focus is on maturing existing technologies and developing new technology to maintain reliable and high-confidence navigation and timing capabilities.

xiii. Artificial Intelligence and Machine Learning (AI/ML) - RDT&E AI and ML to enhance MIW and SSW capabilities. Key areas include:

• Automated Target Recognition: Using AI to automatically identify mines, subsea targets, and infrastructure from sensor data.

• Threat Analysis and Task Automation: Employing analytics to detect, classify, identify, and neutralize threats by optimizing the use of resources and automating routine tasks for autonomous systems.

• Real-Time Decision Making: Developing autonomous systems that can react to live sensor data in real time.

• Advanced Communication: Using large language models (LLMs) to enable communication with operators over low-bandwidth channels.

• Efficient and Robust AI: Creating AI models that require less training data, can be updated quickly, and operate reliably in complex environments.

• Hardware Solutions: Developing specialized, low-power AI hardware to overcome the size, weight, power, and cost (SWaP-C) limitations of traditional GPUs.

xiv. Corporate Operations - Research, development, and demonstration of new and innovative software and business tools and techniques to support the Government Corporate Operation efforts.

10. Project Process

(a) The Government will seek projects by issuing requests for research and prototype projects to the Consortium, detailing mission needs and research or prototype objectives.

(b) Each request for research and prototype projects will include a description of the objective of the research or prototype project, the funding anticipated for the award, the timeframe and basis for selection, and the post- selection schedule.

(c) The CM shall publicize the request to consortium members and other potential new members with relevant capabilities and technologies to the requested research and prototype projects. Publication shall be to the broadest audience practicable.

(d) Specific instructions for responding to each request for research and prototype projects will be included in the request itself.

(e) The CM shall assist Consortium Members in administrative aspects of preparation and submission of white papers, by providing training.

The Government will perform an evaluation of each submission and may request further proposals based on this evaluation. The Government will identify the basis for evaluation in each request.

(f) These submissions may be written, oral, or both, as specified in each individual request.

(g) The Government will then evaluate submitted proposals based on the identified parameters in the request. At a minimum the Offeror’s technical approach and the proposed cost/price will be evaluated. The CM may perform a detailed cost and/or price analysis of the submitted cost/price proposal and will provide the results to the Agreements

(h) Officer. This effort may entail the CM requesting additional information from the Offeror to complete the detailed cost and/or price analysis. The Agreements Officer is responsible for final review of the cost and price analysis to determine whether the Offeror’s total evaluated cost/price is fair and reasonable.

(i) Awards may be made for RPAs or PPAs based on these evaluations. In no way does selection of a white paper guarantee award of the related RPA/PPA.

(j) The Government reserves the right to keep submissions for each research and prototype requirement for up to 36 months after submission of the proposal, or any updated proposal. The Government also reserves the right to request updated proposal validity. These proposals may be funded at any time during the 36-month period after the Government has reconfirmed validity of the proposal.

11. Pricing Arrangement for Projects

Research and Prototype projects awarded under the Agreement will be awarded on a fixed price or cost-type basis, depending on the nature of each specific project.

12. Status Reporting

Consortium members executing Research/Prototype Project Agreements issued under this Agreement shall provide status reporting as specified in each RPA/PPA. For the projects that are 120 days or less, the status reports will provide an update towards completion of each milestone or monthly, as applicable. For projects over 120 days, the status reports will be monthly or quarterly, as specified, in the format provided with the RPA/PPA.

Upon completion of the project, a final report must be submitted in the format provided with the RPA/PPA to include a recap of the project that may be used for public release purposes.

13. Reporting to FPDS

Research/Prototype projects awarded under this Agreement will be reported by the Government to the Federal Procurement Data System-Next Generation (FPDS-NG), located at https://www.fpds.gov. Note for these purposes an award from a CM or lead company to a consortium participant, where the Government is not making the award, is not an OT and is not tracked in FPDS.

14. Agreements Officer’s Representative

The Government will designate an AOR for each project awarded under this Agreement.

The designation will be included in each RPA/PPA and will include the extent of the AOR’s authority to act on behalf of the Agreements Officer.

(a) Performance of each project is subject to the technical direction of the designated

AOR. For the purposes of this clause, technical direction includes the following:

https://www.fpds.gov/

(1) Direction to the Consortium Member awarded a research or prototype project, which shifts work emphasis between work areas or tasks, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the objectives described in the statement of work;

(2) Guidelines to the Consortium Member that assist in the interpretation of drawings, specifications or technical portions of work description; and

(3) Review and, where required by the research or prototype project, approval of Data to be delivered by the Consortium Member under the research or prototype project.

The AOR shall monitor the Consortium Member awarded a research or prototype project’s performance with respect to compliance with the technical requirements of the project.

(b) Technical direction must be within the statement of work included with the research or prototype project. Technical direction may not be used to:

(1) Assign additional work under the project;

(2) Increase or decrease the estimated project cost, fee (if any), or the time required for the project performance;

(3) Change any of the terms, conditions or specifications of the project;

(4) Accept non-conforming work; or

(5) Authorize or make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the Agreement.

As such, no verbal or written request, notice, authorization, direction or order received by the Consortium Member shall be binding upon the Consortium, CM, or Government, or serve as the basis for a change in the RPA/PPA cost or any other provision of the prototype project, unless issued (or confirmed) in writing by the CM.

The Consortium Member awarded a research or prototype project shall immediately notify the CM whenever a verbal or written change notification has been received from anyone other than the CM, which would affect any of the terms, conditions, cost, schedules, etc. of the project, and the Consortium Member is to perform no work or make any changes in response to any such notification or make any claim on the Consortium through its CM or AO, unless the CM, with AO authorization, directs the Consortium Member, in writing, to implement such change notification.

15. Industry Days and Reviews

Annually, the Government, with assistance from the CM, will organize an Industry Day, a collaboration event designed to bring government, academia, and Industry together around mission needs and potential solutions. The Industry Day will be advertised in SAM.gov and through the CM website and other communication channels. The purpose of the Industry Days is to allow the Government to share its mission needs, and consortium members to share their state-of-the art technologies and technical solutions.

For each of the Industry Days, the Government will develop and share a Program Plan in advance that provides a draft schedule of upcoming projects, including forecasted spending. The Government Program/Technical Manager will prepare the first Program Plan within 45 days of award of this Agreement, which will be presented at the Industry Day.

Additionally, the Government and the CM will establish a schedule of annual technical collaboration meetings, limited to Government and Consortium members who are engaged in active projects to discuss the status, progress, and results of the projects.

The Government may require the CM to provide an annual review of the overall performance of all Project Agreements executed under this Agreement. The review shall consist of a brief status report of the performance of each Project Agreement in that given year, as well as the aggregate performance under this Agreement, including a percentage of projects on schedule and within budget and those that have deviated from planned schedule and cost.

16. Patents

The CM - agrees with--and shall require that each Consortium Member awarded a RPA/PPA here under agrees to be bound by--the following rights and responsibilities with respect to any Subject Invention or Prototype which is the principal objective of a prototype project executed under this Agreement.

(a) Allocation of Principal Rights

(1) The responsible Consortium Member shall retain ownership throughout the world to each Subject Invention consistent with the provisions of this section and 35 U.S.C. § 202, provided the Consortium Member has timely pursued a patent application and maintained any awarded patent and has not notified the Government (in accordance with the subparagraph B below) that the Consortium member does not intend to retain title.

(2) The Consortium Member shall retain ownership throughout the world to background inventions. Any invention related to, conceived of, or first reduced to practice in support of a Consortium Member’s internal development milestone shall be a background invention of Consortium Member and shall not be classified as a Subject Invention, provided that an invention conceived of in support of an internal development milestone that is first reduced to practice under this Agreement in support of other than internal development milestones shall be considered a Subject Invention.

(3) The Government is granted a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the Subject Invention throughout the world.

(b) Invention Disclosure, Election of Title, and Filing of Patent Application

(1) The Consortium Member shall disclose each subject invention to the Agreements

Officer on a DD Form 882 within eight (8) months after the inventor discloses it in writing to the Inventor’s personnel responsible for patent matters.

(2) The Consortium Member shall elect in writing whether or not to retain ownership of any subject invention by notifying the Agreements Officer, in writing, within eight (8) months of disclosure to the Government. However, in any case where publication, sale, or public use has initiated the one (1)-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice is shortened to at least sixty (60) calendar days prior to the end of the statutory period.

(3) For every Subject Invention to which the Consortium Member has elected to retain title, the Consortium Member shall—

(i) File either a provisional or a nonprovisional patent application on an elected subject invention within 1 year after election, provided that in all cases the application is filed prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use;

(ii) File a nonprovisional application within 10 months of the filing of any provisional application; and

(iii) File patent applications in additional countries or international patent offices, if desired by Consortium Member, within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date the Commissioner of Patents grants permission to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

(c) Upon the Agreements Officer’s written request, the Consortium Member shall convey title to any Subject Invention to the Government under any of the following conditions:

(1) If the Consortium Member fails to disclose or elects not to retain title to the subject invention within the times specified in Paragraph (b) of this section; provided that the Government may only request title within sixty (60) calendar days after learning of the failure of the CM to disclose or elect within the specified times.

(2) In those countries in which the Consortium Member fails to file patent applications within the times specified in Paragraph b of this section ; provided, that if the Consortium Member has filed a patent application in a country after the times specified in Paragraph (b) of this section , but prior to its receipt of the written request by the Government, the receipt of the written request by the Government, the Consortium Member shall continue to retain title in that country; or shall continue to retain title in that country; or

(3) In any country in which the Consortium Member decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a Subject Invention.

(d) Minimum Rights to the Consortium and/or Consortium Member and Protection of the Consortium and/or Consortium Member's Right to File.

(1) The Consortium Member shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention to which the Government obtains title, except if the Consortium Member fails to disclose the Subject Invention within the times specified in Paragraph (b) of this section. The Consortium Member’s license extends to the domestic (including Canada) subsidiaries and affiliates, if any, within the corporate structure of which the Consortium Member is a party and includes the right to grant licenses of the same scope to the extent that the Consortium Member was legally obligated to do so at the time the project was awarded. The license is transferable only with the approval of the Government, except when transferred to the successor of that part of the business to which the Subject Invention pertains. The Government's approval for license transfer shall not be unreasonably withheld.

(2) The Consortium Member’s domestic license, as described above, may be revoked or modified by the Government to the extent necessary to achieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Consortium Member has achieved practical application and continues to make the benefits of the Subject Invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Government to the extent the Consortium Member, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revocation or modification of the license, the AO shall furnish the

Consortium Member a written notice of its intention to revoke or modify the license, and the Consortium Member shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

(e) Action to Protect the Government’s Interest

(1) The Consortium Member agrees to execute or to have executed and promptly deliver to the Agreements Officer all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Consortium Member elects to retain title, and (ii) convey title to the Government when requested under paragraph C of this section and to enable the Government to obtain patent protection throughout the world in that Subject Invention.

(2) The Consortium Member agrees to require, by written agreement, its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Consortium Member each Subject Invention made under this Agreement in order that the…