Atch 3 Model Agreement.pdf

ATTACHMENT 3

MODEL AGREEMENT

FA8640-24-3-9300

ATTACHMENTS

PGS

DATE

TITLE

ATTACHMENT 1 TBD 13 Dec 2023 TERMS AND CONDITIONS

ATTACHMENT 2 TBD XX XXX 2024 STATEMENT OF WORK; TBD

TABLE OF CONTENTS

PART 1 ADMINISTRATIVE INFORMATION

1.01 BACKGROUND, AUTHORITY, AND DEFINITIONS (FEB 2021)

1.02 ADMINISTRATIVE REQUIREMENTS AND ORDER OF PRECEDENCE (FEB 2021)

1.03 ADMINISTRATIVE RESPONSIBILITIES (FEB 2021)

1.04 DELEGATION OF ADMINISTRATION (MAR 2015)

PART 2 TERM

2.01 TERM OF THE AGREEMENT (FEB 2021)

2.02 EXTENDING THE TERM (FEB 2021)

2.03 ORDERING PERIOD, TECHNICAL REQUIREMENTS & TOTAL AMOUNT OF THE

AGREEMENT (FEB 2021)

2.04 PROJECT PLAN PROCEDURES (MAY 2023)

2.05 TERMINATION (MAR 2015)

2.06 TRAFFICKING IN PERSONS (FEB 2021)

2.07 ENFORCEMENT (MAR 2015)

2.08 MODIFICATIONS (MAR 2015)

2.09 ANNUAL ELIGIBILITY REVIEW

PART 3 MANAGEMENT OF THE PROGRAM

3.01 TITLE TO PROPERTY (MAR 2015)

3.02 PROPERTY SYSTEM (APR 2015)

3.03 SCOPE AND MANAGEMENT OF THE PROGRAM (FEB 2021)

3.04 BASE SUPPORT (FEB 2021)

3.05 AIR FORCE RESEARCH LABORATORY WIRHT RESEARCH SITE SECURITY REQUIREMENTS

(SEP 2023)

3.06 PARTNERSHIP INTERMEDIARY ACCESS TO GOVERNMENT INSTALLATIONS (OCT 2019)

3.07 COMMON ACCESS CARDS (CAC) FOR PI PERSONNEL (OCT 2019)

3.08 ACCESS TO DoD BASES, GOVERNMENT FACILITIES AND/OR U.S. GOVERNMENT

INFORMATION TECHNOLOGY NETWORKS (FEB 2021)

3.09 GOVERNMENT FURNISHED INFORMATION (GFI)/PROPERTY (GFP) (FEB 2021)

3.10 USING CLASSIFIED DATA (FEB 2021)

PART 4 FINANCIAL MATTERS

4.01 INCREMENTAL FUNDING (MAR 2015)

4.02 PAYMENT-REIMBURSEMENT-WAWF TBD UPON Award

4.03 PROGRAM INCOME (APR 2015)

4.04 COST PRINCIPLES (MAR 2015)

4.05 STANDARDS FOR FINANCIAL MANAGEMENT (MAR 2015)

4.06 AUDIT REQUIREMENTS (MAR 2015)

4.07 RETENTION AND ACCESS TO RECORDS (MAR 2015)

4.08 REVISION OF BUDGETS AND PROGRAM PLANS (MAR 2015)

4.09 ALLOTTED FUNDING (FEB 2021)

PART 5 CLAIMS, DISPUTES AND APPEALS

5.01 CLAIMS, DISPUTES, AND APPEALS (MAR 2015)

PART 6 INTELLECTUAL PROPERTY RIGHTS

6.01 PROTECTION OF PROPRIETARY INFORMATION (FEB 2021)

6.02 DATA RIGHTS (MAR 2015)

6.03 RIGHTS NOT EXCLUSIVE AND TREATMENT OF GOVERNMENT

FURNISHED INFORMATION CONCERNING INVENTIONS (FEB 2021)

6.04 EXPORT CONTROL (MAY 2023)

6.05 USING TECHNICAL INFORMATION RESOURCES (FEB 2021)

6.06 FOREIGN DISCLOSURE (MAY 2023)

PART 7 TECHNICAL AND FINANCIAL REPORTING

7.01 ANNUAL PROGRAM PLAN (FEB 2021)

7.02 ANNUAL REPORTING (FEB 2021)

7.03 QUARTERLY ACTIVITY REPORTS (SEP 2023)

7.04 MONTHLY STATUS REPORTS (SEP 2023)

7.05 PROJECT FINAL REPORTS (SEP 2023

7.06 REPORTING FINANCIAL INFORMATION (FEB 2021)

7.07 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (MAR 2015)

7.08 DISTRIBUTION OF PROJECT REPORTS (FEB 2021)

7.09 DISCLOSURE OF INFORMATION (FEB 2021)

7.10 REPORTING OF MATTER REALTED TO PI INTEGRITY AND PERFORMANCE (DEC 2015)

PART 8 MISCELLANEOUS

8.01 PROCUREMENT SYSTEM (MAR 2015)

8.02 CLOSEOUT, ADJUSTMENT, CONTINUING RESPONSIBILITIES AND COLLECTION -

REIMBURSEMENT (MAR 2015)

8.03 POTENTIAL ORGANIZATIONAL CONFLICT OF INTEREST (MAY 2023)

8.04 SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER

REQUIREMENTS (MAR 2015)

PART 9 NATIONAL POLICY MATTERS AND ASSURANCES

9.01 MILITARY RECRUITING ON CAMPUS (MAR 2015)

9.02 U.S. FLAG AIR CARRIERS (MAR 2015)

9.03 ASSURANCES (MAR 2015)

9.04 OFFICIALS NOT TO BENEFIT (SEP 2015)

9.05 SECTION 889 (AUG 2020)

9.06 PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JUN 2023)

9.07 OPERATIONS SECURITY (OPSEC) (DEC 2023)

FA8650-24-3-9300

Attachment 1 Terms and Conditions

1.0 ADMINISTRATIVE INFORMATION

1.01 Background, Authority, and Definitions (FEB 2021)

A. Background: AWARDEE TBD. In the course of this Memorandum of Understanding/Partnership Intermediary Agreement (MOU/PIA) with the U.S. Air Force, the Partnership Intermediary (PI) shall be accomplished in accordance with the Statement of Work (SOW) Attachment 02.

Authority: This MOU/PIA is entered into pursuant to the authorities of 10 U.S.C. § 4124(f) and 15 U.S.C. § 3715, “Use of Partnership Intermediaries.” The authority at 10 U.S.C. § 4124(f) permits the Director of a Center for Science, Technology, and Engineering Partnership to enter into a contract, memorandum of understanding or other transaction with a partnership intermediary that provides for the partnership intermediary to perform services for the DoD that increase the likelihood of success in the conduct of cooperative or joint activities of the Center with industry or academic institutions. The 15 U.S.C § 3715 authority permits the Federal employee who is the Contracting Officer to enter into a contract or memorandum of understanding with a partnership intermediary to perform services for the Federal laboratory that increase the likelihood of success of the conduct of cooperative or joint activities of such Federal laboratory with small business firms, institutions of higher education as defined in 20 U.S.C § 1141(a), or educational institutions within the meaning of 10 U.S.C. C § 2194.

In accordance with AFI 61- 301 paragraph 2.1.2, Kristen Baldwin, Deputy Assistant Secretary of the Air Force (Science, Technology and Engineering) granted approval to establish a new PIA for the Air Force Research Laboratory, Wright Site, Dayton Ohio on 27 January 2023.

B. Definitions:

1. "Agreement", "MOU", or "MOU Agreement" as used herein shall be used interchangeably and shall mean "Memorandum of Understanding/Partnership Intermediary Agreement (MOU/PIA)" or "PIA" between the parties hereto.

2. "Parties" as used herein shall refer to AWARDEE TBD and the United

States of America, hereinafter called the Government, represented by the U.S. Air Force, Air Force Research Laboratory Strategic Partnering Directorate, Technology Transfer Transition Program (AFRL/SPT).

3. "Partnership Intermediary (PI)", "Recipient", or "Contractor" as used herein, shall be used interchangeably with and shall mean AWARDEE TBD. A "Partnership Intermediary" identifies individuals, companies, and academic Institutions best suited to provide technological solutions necessary to fulfill the Air Force's mission. PI services can include consulting, strategic planning, technology assessments; evaluating patents and patent applications to identify the most viable candidates for licensing to industry; marketing Air Force technologies to potential industry licenses; and arranging technical conferences, workshops, and seminars. The parties recognize the PI may gain access to proprietary information of other companies while performing these services.

4. “Government” refers to the United States Government including the Department of the Air Force.

5. "Proprietary Information" means all information designated as proprietary in accordance with law and regulation and held in confidence or disclosed under restriction to prevent uncontrolled distribution.

Examples include limited or restricted data, trade secrets, sensitive financial information, or computer software, and may appear in cost and pricing data or involve technology information. In order to be treated as proprietary under the terms of this agreement the information must be marked indicating it is proprietary or has limited distribution. Failure to mark shall waive any claim of protection as proprietary information.

6. “Basis of Estimate” means narrative information that explains the logic, methodology, calculations, and/or assumptions used to define the tasks and determine the resources needed to accomplish the scope of work described in the project plan.

7. “Organizational Conflict of Interest (OCI)” is the existence of a set of circumstances in which the PI may be unable to render impartial advice to the government or might have impaired objectivity in performing work under the agreement; or may obtain an unfair competitive advantage in the marketplace when competing for government opportunities where that unfair advantage is obtained during performance of the PIA.

This unfair advantage can be introduced when the PI sets the “ground rules” of procurement thereby biasing future competition.

8. “Organizational Conflict of Interest Mitigation Plan” is a plan prepared by the PI which proposes actions to identify and reduce actual or apparent OCIs to an acceptable level.

1.02 ADMINISTRATIVE REQUIREMENTS AND ORDER OF PRECEDENCE (FEB 2021)

A. This award is governed by the guidance in 2 Code of Federal Regulations (CFR) part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," as modified and supplemented by the Department of Defense's (DoD) interim implementation found at 2 CFR § 1103, "Interim Grants and Cooperative Agreements Implementation of Guidance in 2 CFR § 200" (79 FR 76047, December 19, 2014), all of which are incorporated herein by reference. Provisions of Chapter I, Subchapter C of Title 32, CFR, "DoD Grant and Agreement Regulations," other than parts 32 and 33, continue to be in effect and are incorporated herein by reference, with applicability as stated in those provisions.

B. In the event of a conflict between the terms of this agreement and other governing documents, the conflict shall be resolved by giving precedence in descending order as follows:

1. Federal statutes

2. Federal regulations

3. 2 CFR § 200, as modified and supplemented by DoD's interim implementation found in 2 CFR § 1103.

4. Award-specific terms and conditions

5. Attachments to this award

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

1.03 ADMINISTRATIVE RESPONSIBILITIES (FEB 2021)

A. Government representatives are:

Air Force Contracting Officer/Business Point of Contact

Sarah E. P. Chaffe, AFRL/PZLDD, 2130 8th Street, Building 45 Wright-Patterson AFB, OH 45433 e-mail: sarah.chaffe@us.af.mil

Air Force Contract Specialist/Business Point of Contact

TBD

2130 8th Street, Building 45 Wright-Patterson AFB, OH 45433 e-mail: T B D

Air Force (AF) Program Manager

Terry Cunningham, AFRL/SPT 711 Monument Street Dayton OH 45402 Phone: (937)999-2068 e-mail:

t e r r y . c u n n i n g h a m . 2 @ u s . a f . m i l

Contract Administrative Office

NAME: TBD

Address: TBD Phone #: TBD e-mail: T B D

Contract Payment Office

Name: TBD

Address:

Code: TBD Phone: TBD

Servicing Staff Judge Advocate's Office (for reporting)

AFMC LO/JAZ 4th Street, Bldg. 15, Suite 130 Wright-Patterson AFB, OH 45433

B. For the Partnership Intermediary: AWARDEE TBD

Program Manager: TBD Address: TBD Phone: TBD e-mail: TBD

1.04 DELEGATION OF ADMINISTRATION (MAR 2015)

The administrative duties listed below have been delegated to the PIA administration office:

A. During performance:

mailto:sarah.chaffe@us.af.mil http://www.DCMA-DAYTON@DCMA.MIL

1. Approve provisionally all Request for Advance or Reimbursement (SF270).

2. Perform property administration. N/A

3. Perform plant clearance. N/A

4. Approve request for Registrations of Scientific and Technical Informative Services (DD

Form 1540).

5. Perform cash management by reviewing quarterly Federal Financial Report (SF 425) and, after conferring with the AFRL Contracting Officer, make appropriate adjustments to predetermined schedule payments by modifying the agreement.

B. Upon expiration of agreement:

1. Obtain final payment request, if any.

2. Obtain the final Federal Financial Report (SF 425).

3. Obtain final property report and dispose of Government property on those awards containing residual Government Property.

4. Perform a review of final incurred costs and assist the awarding Contracting Officer in resolving exceptions, if any, resulting from questioned costs.

5. Perform cost sharing adjustments: N/A

6. Assure that all refunds due the Government are received.

7. Notify the Contracting Officer when the final SF 270 and/or SF 425 indicates an unexpended balance.

2.0 TERM

2.01 TERM OF THE AGREEMENT (FEB 2021)

The term of this agreement is 66 months. If all funds are expended prior to the end of the term, the parties have no obligation to continue and may elect to cease performance at that point. Articles in this agreement which by their express terms or by necessary implication, apply for periods of time other than as specified in this article shall be given effect, notwithstanding this article.

2.02 EXTENDING THE TERM (FEB 2021)

If the parties agree, the term of this agreement may be extended if funds are available, and opportunities reasonably warrant. Any extension shall be formalized through modification of the agreement by the Contracting Officer and the PI.

2.03 ORDERING PERIOD, TECHNICAL REQUIREMENTS & TOTAL AMOUNT OF THE

AGREEMENT (FEB 2021)

A. The PI shall perform this program in accordance with Attachment 2, the Statement of Work

(SOW).

B. The overall management, including technical, programmatic, reporting, and financial and administrative matters, of the coordinated technology transfer program established under this PIA shall be accomplished by the PI. The AF Program Manager shall interact with the PI to promote the effective collaboration between the Air Force, industry, academia, and other

Government agencies.

C. The ordering period for this MOU/PIA is 60 months from award of the PIA, plus an additional six (6) months for delivery.

D. The total amount of the agreement and Government Share shall not exceed $160,000,000.00.

E. The PI shall submit all documentation required by the articles in Part 7 of this PIA, “Technical and Financial Reporting”, which consists of Articles 7.01 -7.09.

F. The Government shall not exercise any supervision or control over the PI employees performing services under this PIA.

2.04 PROJECT PLAN PROCEDURES (MAY 2023)

A. Future Project Plans may be issued to assign specific projects to the PI. These project plans shall consist of a single work package, with desired start/stop dates and estimated person hour expenditures. A Contracting Officer is the only individual authorized to approve a project plan under this agreement; the Contracting Officer’s signature and obligation of funding shall initiate each project. Before initiation of project, the Government shall request and the PI shall provide a proposal with total estimated costs for the work to be performed, a Basis of Estimate (BOE) and a project completion schedule. The project proposal shall be emailed to the Contracting Officer, Contract Specialist and Program Manager; the project proposal shall be submitted in PDF format and the BOE shall be submitted in Excel. Project proposals, should be no longer than twenty (20) pages. The PI shall be allowed a twenty (20) day response time (unless otherwise specified in the project request for proposal) to provide a proposal from the date of receipt of the request. Project plans shall be identified by a separate Accounting Classification Reference Number (ACRN) under this Agreement. The PI shall not exceed the total estimated cost, person-hours, or stop date; if the project cannot be completed within these parameters, the PI shall provide the Contracting Officer a proposal explaining the reasons for a project adjustment. The Contracting Officer may then amend the project, subject to the availability of required Government funding, through a modification to this Agreement.

B. Project plans shall include a discussion of the nature and scope of the effort and a description of the technical approach and qualifications, capabilities, of all team members who shall be involved in the effort. Proposals shall also include a breakout of all labor and other direct costs for the project as well as BOE (e.g., rationale for costs proposed).

C. The PI shall administer each project after authorization is given to proceed. The PI shall exercise administrative and financial management functions during each effort, including but not limited to scheduling of activities and milestones; describing status; outlining program progress toward accomplishment of objectives; planning, forecasting and making recommendations on funding/funding changes; program planning; and providing a detailed description of the overall results of the program.

D. The project format to be used is as follows:

Project Title:

Project Objective:

Description of Work:

Period of Performance:

Estimated Manhours:

Deliverables:

Estimated Cost and Basis of Estimate:

Technical POC:

2.05 TERMINATION (MAR 2015)

A. The Contracting Officer may terminate this agreement by written notice to the PI upon a finding that the PI has failed to comply with the material provisions of this agreement.

B. Additionally, this agreement may be terminated by either party upon written notice to the other party. Such written notice shall be preceded by consultation between the parties. If the PI initiates the termination, written notification shall be provided to the Contracting Officer at least thirty (30) days prior to the requested effective date. The notification shall state the reasons for the termination, the requested effective date, and, if a partial termination, the portion to be terminated. If the Contracting Officer determines, in the case of a partial termination, that the reduced or modified portion of the award shall not accomplish the purpose for which the award was made, the Contracting Officer may terminate the award in its entirety.

C. The Government and the PI shall negotiate in good faith an equitable reimbursement for work performed toward accomplishment of program goals. The Government shall allow full credit to the PI for the Government share of the obligations properly incurred by the PI prior to termination, and those non-cancelable obligations that remain after the termination. The cost principles and procedures described in Article 4.04 entitled "Cost Principles" shall govern all costs claimed, agreed to, or determined under this article.

D. If this agreement is incrementally funded, it may be terminated in the absence of additional government funding as set forth in Article 4.01 entitled “Incremental Funding”.

E. In the event of a termination, the Government shall have a paid-up Government purpose license in any subject invention, copyright work and data made or developed under this agreement.

F. If this agreement is terminated, the Government has the rights identified in and the PI shall comply with Article 8.02 entitled “Closeout, Adjustment, Continuing Responsibilities and Collection-Reimbursement”.

G. Notwithstanding the above, for security or safety reasons or in the case of a serious breach that could lead to irreparable damage, the Contracting Officer may order immediate suspension of work, in whole or in part.

2.06 TRAFFICKING IN PERSONS (FEB 2021)

This award is subject to the requirements of section 106 (g) of the Trafficking Victims Protection Act of 2000 (22 U.S.C. § 7104, as implemented by 2 CFR § 175). If the PI or any sub-awardee (i) engages in severe forms of trafficking in persons or has procured a commercial sex act during the period of time the agreement is in effect or (ii) uses forced labor in the performance of the agreement, the Government shall be authorized to terminate the agreement without penalty.

2.07 ENFORCEMENT (MAR 2015)

In addition to the remedies identified in Article 2.05 entitled “Termination”, the Government may use any of the remedies identified in 2 CFR § 200.338 when determined appropriate.

2.08 MODIFICATIONS (MAR 2015)

A. Modifications to the agreement may be proposed by either party. PI recommendations for any modification to this agreement shall be submitted in writing to the Government Program Manager before the desired effective date with a copy to the Contracting Officer. The PI shall detail the technical, chronological, and financial impact of the proposed modification to the program. Changes are effective only after the agreement has been modified. Only a Contracting Officer has the authority to act on behalf of the Government to modify this agreement. If the Government agrees to the proposed modification without change, the

Contracting Officer may issue a modification unilaterally approving the request.

B. The Contracting Officer may unilaterally issue minor or administrative agreement modifications (e.g., incremental funding, changes to the payment office or appropriation data, changes to Government personnel identified in this agreement, etc.).

2.09 ANNUAL ELIGIBILITY REVIEW (DEC 2023)

The Government Contracting Officer will accomplish an annual review of the PI’s eligibility status IAW the eligibility requirements identified in solicitation FA8650-24- PIA-0001, dated 14 December 2023. The PI shall immediately notify the Government Contracting Officer if eligibility status changes anytime during the term of this Agreement.

3.0 MANAGEMENT OF THE PROGRAM

3.01 TITLE TO PROPERTY (MAR 2015)

Unless otherwise stated in the Agreement, title to personal property acquired with agreement funds shall vest in the PI upon acquisition, except that supplies shall be managed in accordance with 2 CFR § 200.314. Title to real property shall vest in the PI subject to conditions contained in 2 CFR § 200.311. The PI shall dispose of real property in accordance with Contracting Officer instructions issued pursuant to 2 CFR § 200.311.

3.02 PROPERTY SYSTEM (APR 2015)

The PI's property system shall meet the standards as set forth in 2 CFR § 200.310 - 316.

3.03 SCOPE AND MANAGEMENT OF THE PROGRAM (FEB 2021)

A. The Government and the PI are bound to each other by a duty of good faith and best effort to achieve the goals of this agreement. This agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a corporation or other business organization.

B. The PI shall perform a coordinated technology transfer/transition program carried out in accordance with the statement of work entitled, "TBD”, dated TBD. The PI shall submit all documentation required by the articles in Part 7 of this PIA, “Technical and Financial Reporting”, which consists of Articles 7.01 -7.09.

C. The PI shall accomplish the overall management, including technical, programmatic, reporting, financial and administrative matters, of the coordinated technology transfer/transition program. The Government program manager(s) may interact with the PI to promote effective collaboration between the PI and the Government.

3.04 BASE SUPPORT (FEB 2021)

Base support shall be provided by the Government to the PI in accordance with this article.

A. The need for base support will be determined by the Contracting Officer on a project basis and will be defined by the project.

B. Base support includes Government-controlled working space, material, equipment, services (including automatic data processing), or other support (excluding use of the Defense Switched Network (DSN)) which the Government determines can be made available at, or through, any Government installation where this agreement shall be performed.

C. Following are installations where base support shall be provided: (to be determined on individual project plans)

NOTE: The PI may be requested to visit a number of AF Installations to discuss potential support to transition/transfer technology for AF programs

3.05 AIR FORCE RESEARCH LABORATORY WIRHT RESEARCH SITE SECURITY REQUIREMENTS

(SEP 2023)

A. In the event, the PI will be provided access to Air Force Research Laboratory (AFRL)-managed facilities at the Wight Research Site, this article will apply. Definitions as used in this article are as follows.

1. AFRL-managed facilities means—

(i) AFRL buildings, areas, test facilities, and laboratories located at the AFRL Wright Research Site, Wright-Patterson Air Force Base (WPAFB), Ohio;

(ii) Buildings owned or facility space leased by the AFRL Wright Research Site, whether for single or multi-tenant occupancy, and its grounds and approaches, all or any portion of which is under the jurisdiction, custody, or control of the AFRL Wright Research Site;

(iii) Commercial space managed by the AFRL Wright Research Site that is shared with non-government tenants. For example, if the AFRL Wright Research Site leased the 10th floor of a commercial building, the directive applies to the 10th floor only;

(iv) Awardee-operated facilities owned by the AFRL Wright Research Site, including laboratories engaged in national defense research and production activities.

2. Augmented reality (AR) device means a device that is capable of, or assists in, augmented reality by enhancing or creating digital overlays. AR is used to enhance natural environments or situations and offers perceptually enriched and interactive experiences achieved through digital visual elements, sounds, and other sensory stimuli via holographic technology. Examples include, but are not limited to, hardware components such as display sensors, computers, projectors, input devices, mobile devices, eyewear, wireless communication devices, and cameras.

3. Data Storage device means computer hardware used to remember/store data. Examples include, but are not limited to, remote or autonomous drones, CDs, DVDs, Blue-Rays, USB flash drives, jump/stick/pen drives, external hard drives, solid state drives, cloud storage, mainframes, laptops, desktops, and flop disks.

4. Formal investigation means the process of investigation ordered by a competent U.S.

Government authority that involves the questioning of involved parties and gathering of data with the intent to determine if classified or controlled unclassified information (CUI) was lost, compromised, suspected to be compromised, or not compromised at all.

5. Personal means items that are owned by an individual, person, or private entity and not provided for use under this grant or agreement by the U.S. Government.

6. Physical Computer network means interconnected computing devices of any kind that can exchange data and share resources or communicate with other types of devices to execute operations or store information of any kind.

7. Security Incident Investigation (SII) means a formal investigation that occurs when there is a known or suspected loss of national security information (NSI) or CUI. U.S. Government security personnel conduct SIIs to (1) determine the circumstances surrounding an actual or potential compromise of NSI or CUI; (2) ascertain individual responsibility; (3) notify outside stakeholders, when necessary; and (4) make recommendations to prevent similar occurrences in the future.

8. Virtual device means a device with no associated hardware. A virtual device mimics a physical hardware device when, in fact, it exists only in software form. Therefore, the device makes the system believe that a particular hardware exists when in reality it does not. Examples include, but are not limited to, a computer, tablet, or smartphone that is simulated in a computer.

B. Prohibition. The following is prohibited within AFRL-managed facilities, except when explicitly authorized by a U.S. Government grant or agreement:

1. Prohibited Activities

(i) Photography

(ii) Videography

(iii) Live Streaming

(iv) Recordings of any kind (e.g. audio)

2. Prohibited personal networks and devices

(i) AR devices

(ii) Virtual devices

(iii) Wi-Fi networks

(iv) Physical computer networks

(v) Data storage devices

C. Waivers. A request for a waiver to the prohibitions outlined in paragraph (B) shall be submitted in writing to the Government Program Manager for internal Government coordination and approval. If a waiver request is granted, written approval shall be provided by the cognizant AFRL Operations Security (OPSEC) coordinator and Security Chief. The specific format for a waiver request will be provided upon request to the Government Program Manager.

D. Incident Reporting Requirement. If the awardee discovers a prohibited activity identified in paragraph (B)(1) has occurred within an AFRL-managed facility and/or a prohibited personal network or device identified in paragraph (B)(2) has been brought into an AFRL-managed facility without a valid waiver, as specified in paragraph (C), the incident shall be immediately reported in writing to the Government Program Manager with a courtesy copy to the Contracting Officer.

E. Violations. If a violation of this article occurs or is suspected to have occurred, the cognizant

AFRL security organization will lead and conduct a formal investigation. If a violation or suspected violation may involve classified material, the cognizant AFRL security organization will lead and conduct a Security Incident Investigation (SII). Depending on the outcome of the investigation and the information involved, penalties for violations can range from a written warning to removal from the AFRL-managed facility and/or installation. Violations and potential penalties will be governed by the applicable articles(s), law(s), or regulation(s).

F. Subawards/Subcontracts. The awardee shall include this article in all subawards/subcontracts or similar contractual instruments/agreements relating to work performed under this

3.06 PARTNERSHIP INTERMEDIARY ACCESS TO GOVERNMENT INSTALLATIONS (OCT 2019)

A. The need for access to a government installation will be determined by the Contracting

Officer on a project basis and will be defined by the project. If the Contracting Officer determines the PI has a need to access a government installation, the PI shall comply with the instructions in this article.

B. The PI shall obtain base identification and vehicle passes, if required, for all personnel who make frequent visits to or perform work on the Government installation(s) cited in the agreement. PI personnel are required to wear or prominently display installation identification badges or PI-furnished, PI identification badges while visiting or performing work on the installation.

C. The PI shall submit a written request on company letterhead to the Contracting Officer listing the following: PIA number, location of work site, start and stop dates, and names of employees and subcontractor employees needing access to the base. The letter shall also specify the individual(s) authorized to sign for a request for base identification credentials or vehicle passes. The Contracting Officer shall endorse the request and forward it to the issuing base pass and registration office or Security Forces for processing. When reporting to the registration office, the authorized individual(s) should provide a valid driver’s license, current vehicle registration, valid vehicle insurance certificate, and [any additional requirements to comply with local security procedures] to obtain a vehicle pass.

D. During performance, the PI shall be responsible for obtaining required identification for newly assigned personnel and for prompt return of credentials and vehicle passes for any employee who no longer requires access to the work site.

E. When work under this Agreement requires unescorted entry to controlled or restricted areas, the PI shall comply with AFMAN 31-101, Integrated Defense (ID) Planning, and DODMAN5200.02_AFMAN 16-1405_AFGM2022-03, Air Force Personnel Security Program, citing the appropriate paragraphs as applicable.

F. Upon completion or termination of the Agreement or expiration of the identification passes, the PI shall ensure that all base identification passes issued to employees and subcontractor employees are returned to the issuing office.

G. Failure to comply with these requirements may result in withholding of payment.

3.07 COMMON ACCESS CARDS (CAC) FOR PI PERSONNEL (OCT 2019)

A. For installation(s)/location(s) cited in individual project plans, the PI shall ensure Common

Access Cards (CACs) are obtained by all PI or subcontract personnel who meet one or both of the following criteria:

1. Require logical access to DoD computer networks and systems in either:

(i) the unclassified environment; or

(ii) the classified environment where authorized by governing security directives.

2. Perform work, which requires the use of a CAC for installation entry control or physical access to facilities and buildings.

B. PIs and their personnel shall use the following procedures to obtain CACs:

1. The PI shall provide a listing of personnel who require a CAC to the Contracting Officer.

The government shall provide the PI instruction on how to complete the Contractor Verification System (CVS) application and then notify the PI when approved.

2. PI personnel shall obtain a CAC from the nearest Real Time Automated Personnel

Identification Documentation System (RAPIDS) Issuing Facility (typically the local Military Personnel Flight (MPF)).

C. While visiting or performing work on installation(s)/location(s), PI personnel shall wear or prominently display the CAC as required by the governing local policy.

D. During the performance period of the agreement, the PI shall:

1. Within 7 working days of any changes to the listing of the PI personnel authorized a CAC, provide an updated listing to the Contracting Officer who shall provide the updated listing to the authorizing government official.

2. Return CACs in accordance with local policy/directives within 7 working days of a change in status for personnel who no longer require logical or physical access.

3. Return CACs in accordance with local policy/directives within 7 working days following a CACs expiration date; and

4. Report lost or stolen CACs in accordance with local policy/directives.

E. Within 7 working days following completion/termination of the agreement, the PI shall return all CACs issued to their personnel to the issuing office or the location specified by local policy/directives.

F. Failure to comply with these requirements may result in withholding of payment.

3.08 ACCESS TO DoD BASES, GOVERNMENT FACILITIES AND/OR U.S. GOVERNMENT

INFORMATION TECHNOLOGY NETWORKS (FEB 2021)

Information regarding Non-US citizens Assigned to this Agreement –

A. PI employees requiring access to DoD bases, Government facilities, and/or access to U.S.

Government Information Technology (IT) networks in connection with the work on this agreement must be U.S. citizens. For the purposes of base and network access, possession of a permanent resident card (“Green Card”) does not equate to U.S. citizenship. This requirement does not apply to foreign nationals approved by the U.S. DoD or U.S. State Department under international personnel exchange agreements with foreign governments. It also does not apply to dual citizens who possess U.S. citizenship, to include Naturalized citizens. Any waivers to this requirement must be granted in writing by the Contracting Officer prior to providing access. The above requirements are in addition to any other PIA requirements related to obtaining a CAC.

B. For the purposes of paragraph A. above, if an IT network/system does not require AFRL to endorse a PI’s application to said network/system in order to gain access, the organization operating the IT network/system is responsible for controlling access to its system. If an IT network/system requires an U.S. Government sponsor to endorse the application in order for access to the IT network/system; AFRL shall only endorse the following types of applications;

consistent with the requirement above:

1. PI employees who are U.S. citizens performing work under this agreement.

2. PI employees who are non-U.S. citizens and who have been granted a waiver.

3. Any additional access restrictions established by the IT network/system owner apply.

3.09 GOVERNMENT FURNISHED INFORMATION (GFI)/PROPERTY (GFP) (FEB 2021)

A. Government-Furnished Property/Information

1. Government owned property/information shall be provided to the PI for use on this program as agreed to under each project plan. All property/information is to be furnished "as is." Title to Government- owned property (equipment and supplies) shall remain vested in the Government.

2. Annual Inventory. PIs shall submit annually an inventory listing of all Federally owned property in their custody, to the contract administration office responsible for administering the property under this agreement.

3. Use on other activities.

(i) Use of federally owned property on other activities is permissible, if authorized by the Contracting Officer.

(ii) Use on other activities shall be in the following order of priority:

(A) Activities sponsored by DoD grants, cooperative agreements, or other assistance awards.

(B) Activities sponsored by other Federal agencies' grants, cooperative agreements, or other assistance awards.

(C) Activities under Federal procurement contracts, or activities not sponsored by any Federal agency. If so used, use charges shall be assessed to those activities. For real property or equipment, the use charges shall be at rates equivalent to those for which comparable real property or equipment may be leased. The use charges shall be treated as program income.

Disposition of property. Upon completion of the award, the PI shall report the property to the Contracting Officer and request disposition instructions.

3.10 USING CLASSIFIED DATA (FEB 2021)

It is anticipated that the PI may require access to classified data. In the event the PI requires access to classified data, a request for a Security Classification Specification, DD Form 254, with supporting information, shall be submitted to the Contracting Officer for each project plan, as needed. If the request is determined to be necessary for the effort, a modification to this agreement shall be completed to attach a DD 254 and the PI shall comply with the attached DD 254 for the specified project.

4.0 FINANCIAL MATTERS

4.01 INCREMENTAL FUNDING (MAR 2015)

A. The ceiling for this Agreement shall not exceed $200,000,000.

B. The Government's share for full performance of this award shall not exceed $200,000,000. Of this amount, only $TBD is allotted and currently available for payment. In no event is the Government obligated to reimburse the PI for expenditures in excess of the total funds allotted by the Government. The Government anticipates that from time-to-time additional amounts shall be allotted to this PIA by unilateral modification, until the total Government share is fully funded.

C. To minimize interruption of effort due to lack of funds, the PI shall notify the Contracting

Officer in writing whenever the amount of funds expended, when added to anticipated costs for the following 60 days, shall exceed 75% of the amount allotted by the Government. If, after notification, additional funds are not allotted, the parties agree the project may be terminated.

The PI is not obligated to continue performance or otherwise incur costs in excess of the amount then allotted by the Government, until the Contracting Officer notifies the PI in writing that the amount allotted by the Government has been increased and specified an increased amount, which shall then constitute the total amount allotted by the Government. When and to the extent that the amount allotted by the Government to a project is increased, any costs the PI incurs before the increase that are in excess of the amount previously allotted by the Government to the project, shall be allowable to the same extent as if incurred afterward, unless the Contracting Officer issues a termination or other notice and directs the increase is solely to cover termination or other specified expenses.

4.02 PAYMENT-REIMBURSEMENT-WAWF (MAR 2015)

TBD upon award

4.03 PROGRAM INCOME (APR 2015)

A. Any program income earned shall be used in accordance with 2 CFR § 200.307 as follows:

1. All program income earned during the project period shall be added to funds committed to the project by the Government and be used to further eligible program objectives.

2. The PI may deduct costs associated with generating program income from gross income to determine program income, provided these costs are not charged to the agreement.

3. The PI has no obligation to the Government for program income earned after the end of the project period.

4. The PI shall have no obligation to the Government for program income earned from license fees and royalties for copyrighted material, patents, patent applications, trademarks and inventions produced under the agreement.

4.04 COST PRINCIPLES (MAR 2015)

The cost principles applicable to this agreement are contained in 2 CFR 200, Subpart E, Cost Principles. 2 CFR 200, Subpart E describes the cost principles for determining allowability of costs applicable to lower tier, cost type contracts or awards under this agreement shall be determined by type of entity receiving the lower tier contract or award.

4.05 STANDARDS FOR FINANCIAL MANAGEMENT (MAR 2015)

The PI's financial management system shall comply with the standards identified in 2 CFR § 200.302.

4.06 AUDIT REQUIREMENTS (MAR 2015)

The PI shall comply with the audit requirements of 2 CFR 200, Subpart F Audit Requirements.

Sub-recipient(s) shall comply with the audit requirements appropriate for the type of entity receiving the award as required.

4.07 RETENTION AND ACCESS TO RECORDS (MAR 2015)

The PI's financial records, supporting documents, statistical records, and all other records pertinent to this agreement shall be retained and access to them permitted in accordance with 2 CFR § 200.333 and 2 CFR § 200.336.

4.08 REVISION OF BUDGETS AND PROGRAM PLANS (MAR 2015)

The budget plan is the financial expression of the program as approved during the award process. The budget includes the sum of the Government cost share. The PI shall report deviations from budget and program plans and shall request prior approvals for budget and program plan revisions for all situations listed in 2 CFR § 200.308.

4.09 ALLOTTED FUNDING (FEB 2021)

The basic Agreement will not be funded. Funding will be obligated on each Collborative Project Order awarded under this Agreement.

5.0 CLAIMS, DISPUTES, AND APPEALS

5.01 CLAIMS, DISPUTES, AND APPEALS (MAR 2015)

A. General. Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this article. DoD policy is to resolve issues through discussions and mutual agreement at the Contracting Officer's level prior to submission of a claim. Where unassisted negotiations fail to resolve issues in controversy, the parties agree to consider the use of Alternative Dispute Resolution (ADR) procedures to the maximum extent practicable.

B. Alternative Dispute Resolution. ADR should be used whenever practicable as a relatively inexpensive and expeditious procedure to resolve issues in controversy. ADR is any mutually agreed to voluntary means of settling issues in controversy without resorting to formal administrative appeals or litigation. ADR techniques shall be mutually agreed to and may be used at any appropriate time during the process.

C. Claims Resolution Process. When a claim cannot be resolved by the parties, the parties agree to use the procedures identified in 32 CFR § 22.815 as the administrative process to resolve claims, disputes and appeals. For purposes of this article the Agreement Appeal Authority shall be the applicable AFRL Technology Director.

D. Non-exclusivity of Remedies. Nothing in this article is intended to limit a PI's right to any remedy under the law.

6.0 INTELLECTUAL PROPERY RIGHTS

6.01 PROTECTION OF PROPRIETARY INFORMATION (FEB 2021)

A. The PI may gain access to proprietary information of other companies during the performance under this PIA. The PI agrees to enter into agreements with any such company to: a) protect the other company's proprietary information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and b) refrain from using the information for any purpose other than for which it was furnished. Upon request by the Contracting Officer, the PI shall furnish copies of these agreements to the Contracting Officer and Program Manager. These agreements are not intended to protect information which is furnished voluntarily without restriction, or which is available to the Government or a Contractor from other sources without restriction.

B. The above requirement to furnish copies of agreements to protect a company’s proprietary information, shall be included in all subcontracts, teaming arrangements, and other agreements calling for performance of work related to this PIA, unless excused in writing by the Contracting Officer.

6.02 DATA RIGHTS (MAR 2015)

A. All rights and title to data, as defined in 48 CFR § 27.401, generated under this Agreement shall vest in the PI.

B. The PI hereby grants to the U.S. Government a royalty free, world-wide, nonexclusive, irrevocable license to use, modify, reproduce, release, perform, display or disclose any data for Government purposes.

C. The PI is responsible for affixing appropriate markings indicating rights on all data delivered under the agreement. The Government shall have unlimited rights in all data delivered without markings or nonconforming markings.

D. The PI shall include this article, suitably modified to identify the parties, in all lower tier contracts and awards, regardless of tier, for experimental, developmental, or research work in support of technology transition/transfer.

6.03 RIGHTS NOT EXCLUSIVE AND TREATMENT OF GOVERNMENT FURNISHED

INFORMATION CONCERNING INVENTIONS (FEB 2021)

A. The rights granted to the PI under this PIA to market Government technologies are not exclusive. The Government may grant permission to other entities to market Government technologies at any time.

B. In the event the Government provides the PI information pertaining to patentable inventions, the PI agrees not to disclose such information to any third party unless authorized. The AF Program Manager, upon providing such information, shall indicate whether the Government is withholding such information from disclosure as authorized by 35 U.S.C. § 205, Confidentiality.

6.04 EXPORT CONTROL (May 2023)

A. Access to the technology developed under this agreement by foreign firms, institutions or individuals shall be controlled by the PI under applicable U.S. export control laws. It is the PI’s responsibility to comply with all applicable laws and regulations regarding export-controlled items. This responsibility exists independent of, and is not established by, limited by, or waived by this article.

B. Applicable export control laws include, but are not limited to-

1. The Export Administration Act of 1979, as amended (50 U.S.C. App. § 2401, et seq.).

2. The Arms Export Control Act (22 U.S.C. § 2751, et seq.).

3. The International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.).

4. The Export Administration Regulations (15 CFR § 730-774).

5. The International Traffic in Arms Regulations (ITAR) (22 CFR § 120-130); and

Executive Order 13222, as extended.

C. The PI shall comply with all applicable laws and regulations regarding export-controlled items, including, but not limited to, the requirement for the PI to register with the Department of State in accordance with the ITAR. The PI shall consult with the Department of State regarding any questions relating to compliance with the ITAR and shall consult with the Department of Commerce regarding any questions relating to compliance with this article.

6.05 USING TECHNICAL INFORMATION RESOURCES (FEB 2021)

A. To the extent practical, the PI shall use the technical information resources of the Defense Technical Information Center (DTIC) and other Government or private facilities to investigate recent and on-going Research and avoid needless duplication of scientific and engineering effort.

B. The technical requirement require access to export-controlled technical data (see 10 U.S.C. §

140c, renumbered § 130), in order to be considered responsible under this PIA, the PI must be currently certified and registered by DTIC to receive export-controlled technical data.

6.06 FOREIGN DISCLOSURE (MAY 2023)

A. For purposes of this article, foreign nationals are all persons not citizens of, not nationals of, nor immigrant aliens to, the United States of America. Nothing in this article is intended to waive any requirements imposed by any other U.S. Government agency with respect to employment of foreign nationals or export control.

B. The PI acknowledges that the technical data generated under this PIA may be subject to export control, including disclosure to foreign nationals, whether such data is provided orally or in written form.

C. The PI shall receive the Contracting Officer’s approval before assigning or granting access to any work, equipment, or technical data generated or delivered under this agreement to foreign persons or their representatives. The notification shall include the name and country of origin of the foreign person or representative, the specific work, equipment, or data to which the person will have access.

7.0 TECHNICAL AND FINANCIAL REPORTING

7.01 ANNUAL PROGRAM PLAN (FEB 2021)

A. The Program Plan provides a detailed schedule of project activities, commits the PI to use its best efforts to meet specific performance objectives and includes forecasted expenditures.

The Program Plan will consolidate all prior adjustments in the program schedule.

B. For the first agreement year, the PI will follow the plan as set forth in the Statement of Work.

C. The plan shall be updated, with Government program manager involvement, in each subsequent agreement year to reflect any changes necessary for conducting projects.

7.02 ANNUAL REPORTING (FEB 2021)

The PI shall submit annual reports in accordance with the 2 CFR § 200.328. All reports shall be marked in accordance with Article 7.07 “DISTRIBUTION OF PROJECT RESULTS”. Inspection and acceptance of all reports/data shall be accomplished by the AF Program Manager.

A. Annual Report

1. An annual report is required at the end of each twelve (12) month period from award date of PIA. This report will summarize each project issued during the reporting period and provide a concise and factual discussion of the significant accomplishments and progress during the year covered by the report. Each of the topics described below shall be addressed for the effort being performed:

(i) A comparison of actual accomplishments with the goals and objectives established for the period, the findings of the PI, or both.

(ii) Reasons why established goals were not met, if appropriate.

(iii) Other pertinent information including, when appropriate, analysis and…