ADRR CSO 20 May 2025.pdf

AFLCMC Armament Directorate Rapid Response (ADRR) Commercial Solutions Opening (CSO) for Innovative Execution

The Air Force Life Cycle Management Center (AFLCMC) Armament Directorate at Eglin, AFB FL will utilize this CSO for specific future requirements. All specific requirements and submissions will be posted as Spirals with specific calls to action. This CSO may lead to FAR Part 12 or Other Transactions. This posting of the CSO does not commit the Government to contract for any supply or service whatsoever. Further, the Government is not seeking proposals at this time and will not accept unsolicited proposals. No funding is currently available for the CSO.

TABLE OF CONTENTS

Section I: Introduction, Background, & Scope ………………………………………………………………………………………2

Section II: Guidelines for Solutions Briefs .…………………………………………………………………………………………..8

Section III: Submission Information …………………………………………………………………………………………………..10

Section IV: Evaluation Criteria ……………………………………………………………………………………………………………11

Section V: Articles ……………………………………………………………………………………………………………………………..11

Section VI: Attachments ………………………………………………………………………………………………………………….…32

Section VII: CSO Contact Information…………………………………………………………………………………………………32

SECTION I: INTRODUCTION, BACKGROUND, & SCOPE

A. Background

The AFLCMC Armament Directorate Rapid Response (ADRR) Commercial Solutions Opening (CSO) is an umbrella CSO solicitation that contains the basic information but does not request solution briefs with its initial issuance. This is a competitive solicitation posted on this Government Point of Entry (GPE) www.sam.gov through 04 June 2026. The CSO authority is 10 U.S.C. 3458, implemented by DFARS Subpart 212.70, for the acquisition of innovative commercial products or commercial services.

Per 10 U.S.C. 3458, innovative products/services competitively selected by peer review of proposals resulting from a general solicitation (e.g., this ADRR CSO) are considered commercial notwithstanding the definition under FAR Subpart 2.101. The use of a CSO is permanently authorized by section 803 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2022 (Pub. L. 117-81) codified at 10 U.S.C 3458.

The Armament Directorate (AFLCMC/EB) at Eglin AFB, FL is seeking to apply unique solutions and innovative ideas to:

• Rapidly develop technologies of novel weapons capabilities; and characterize new technologies and system concepts that provide evolutionary, revolutionary, and disruptive capabilities for the United States Air Force through weapons systems requirements development, studies, and demonstrations.

The overall objective is to exploit commercial items and services, or minimally modified commercial items and services, to provide rapid response to shifting requirements in all areas and lifecycle phases of weapons execution. These include weapons concepts, hardware prototypes, concept development, concept demonstrations, and weapons system procurement, production, fielding, operations, and sustainment. Potential customers include AFLCMC/EB divisions, SOCOM Det-1, Air Force Research Lab (AFRL), and the Air Force Nuclear Warfare Center (AFNWC), as well as 96th Test Wing units.

B. Objectives:

• Deliver innovative capabilities to the warfighter with increased speed and agility

• Incorporate digital acquisition and sustainment practices to include digital engineering (DE), agile processes, open system architecture (OSA), and Weapons Open System Architecture

(WOSA)

C. Definitions:

Agile Processes – Project management processes, mainly used for software development, where demands and solutions evolve through the collaborative effort of self-organizing and cross-functional teams and their customers.

http://www.sam.gov/

Agile Software – Software development methodologies centered around the idea of iterative development, where requirements and solutions evolve through collaboration between self-organizing cross-functional teams and their customers.

Agreement – The body of the agreement and any attachments, which are expressly incorporated in and made a part of the agreement; signed by both the offeror and the Department of the Air Force (DAF) Agreements Officer (AO).

Agreements Officer – Title given to a Government representative with the authority to enter into, administer, and/or terminate agreements.

Agreements Officer Representative (AOR)– A Government representative designated and authorized in writing by the agreements officer to perform specific technical or administrative functions.

Authoritative Source of Truth (AsoT) – The central reference point for models and data across the lifecycle. The AsoT provides traceability as a system evolves, capturing historical knowledge and connecting authoritative versions of the models and associated data. Types of models include management, design, manufacturing, product support, verification and validation, and specialty engineering.

Behavior Modeling – A model that shows the interactions between objects to produce some particular system behavior that is specified as a use-case. Sequence diagrams (or collaboration diagrams) are used to model interaction between objects.

Business Intelligence (BI) – Strategies and technologies used by enterprises for data analysis of business information. BI technologies provide historical, current, and predictive views of business operations.

Commercial Solution Brief (CSB) – a brief to provide additional information to further elaborate and discuss proposed concept/technology/solution.

Commercial Solutions Opening (CSO) – is a competitive procedure contracting officers may use to acquire innovative commercial items, technologies, or services, as provided in section 803 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2022 (Pub. L. 117-81), 10 U.S.C.

3458, and DFARS Subpart 212.70.

Commercial Solutions Proposal (CSP) – Technical and price proposal prepared by offerors.

Digital Ecosystem – A group of interconnected information technology resources that can function as a unit. Digital ecosystems are made up of suppliers, customers, trading partners, applications, third-party data service providers, and all respective technologies. Interoperability is the key to the ecosystem’s success.

Digital Engineering (DE) – An integrated digital approach that uses authoritative sources of system data and models as a continuum across disciplines to support lifecycle activities from concept through disposal.

Digital Trinity – The complete approach to digital acquisition of incorporating digital engineering and manufacturing, agile software, and open system architecture into weapon systems by enabling design, assembly, testing, and sustainment in the virtual/digital realm before real-world production begins.

Digital Twin – One-to-one system models, conjoined with their individual real-world systems in data feedback loops, which may or may not be governed by a full digital thread.

Digital Thread – An extensible analytic framework to connect models, and all associated data, software, and functional support, governing more than one system lifecycle phase with one-to-one real-word traceability.

Foreign Firm or Institution – A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

Form, Fit, and Function Data – Technical 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. Form, Fit, and Function Data is to be delivered with Unlimited Rights.

Government – The United States of America, as represented by the Department of the Air Force.

Government Purpose – 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 technical data for commercial purposes or authorize others to do so.

Government Purpose Rights – the rights to—

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

(ii) Release or disclose technical 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.

Government Reference Architecture (GRA) – A model-based, authoritative source of information to guide and constrain mission architectures and solutions. It integrates data, information, boundary conditions, and rules that describe the mission capability needed by the warfighter in sufficient detail to allow for transition of technology-based solutions.

Integrated Digital Environment (IDE) – A compilation of data, models, and tools for collaboration, analysis, and visualization across all functional domains. IDE includes the methodology and specification for data, models, and tools arrangement with processes and procedures to exploit informational results. One note of importance is that the IDE includes the integration of programmatic (program manager, financial manager, logistics manager, etc.) information with the engineering models and data so that the environment is truly integrated.

Integrated Trade Space Analyses – Analyses that address criteria relevant to decision making that can be traded off against one another to achieve specific outcomes to reflect specific alternative solutions. Typical criteria include performance/benefits, schedule, risk, and cost.

Invention – Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Innovative – IAW section 803 of the National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2022 (Pub. L. 117-81) and 10 U.S.C. 3458(e).

(1) any new technology, process, or method, including research and development that is new as of the date of submission of a proposal; or

(2) any new application that is new as of the date of submission of a proposal of a technology, process, or method existing as of such date.

Machine Learning and Artificial Intelligence – Machine learning enables a computer system to make predictions using historical data without being explicitly programmed. It is a subset of Artificial Intelligence, a technology with which systems can be created to simulate human intelligence (do not require pre-programming).

Milestone Payment – Milestone schedule based on key observable events in the critical path to accomplish program objectives and successful performance. Payments are triggered by successful performance of an observable technical event. Each spiral will outline any milestone schedule for payment.

Model Based Systems Engineering (MBSE) – The formalized application of modeling to support system requirements, design, analysis, verification, and validation activities beginning in the conceptual design phase and continuing throughout development and later life cycle phases.

Modeling and Simulation (M&S) – The use of a physical or logical representation of a given system to generate data and make predictions and support decision making.

Nontraditional Defense Contractor – IAW 10 U.S.C. 3014 means an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to Section 1502 of Title 41 and the regulations implementing such section.

Nonprofit Research Institution – IAW 15 U.S.C. 3703(3) means an organization owned and operated exclusively for scientific or educational purposes, no part of the net earnings of which inures to the benefit of any private shareholder or individual.

Open System Architecture (OSA) – A system design approach which aims to produce systems that are inherently interoperable and connectable without recourse to retrofit and redesign.

Other Transaction (OT) – Refers to the type of Other Transaction Agreement (OTA) that may be placed as a result of this CSO and associated Area of Interest (AOI) This type of OT is authorized by 10 U.S.C 4022 prototype projects 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 DoD, or for the improvement of platforms, systems, components, or materials in use by the armed forces. This type of OTA is treated by DoD as an acquisition instrument, commonly referred to as an "other transaction" for a prototype project or a 10 U.S.C 4022"other transaction".

Prototype Project – IAW 10 U.S.C. 4022 the term includes a project that addresses –

(1) a proof of concept, model, or process, including a business process;

(2) reverse engineering to address obsolescence;

(3) a pilot or novel application of commercial technologies for defense purposes;

(4) agile development activity;

(5) the creation, design, development, or demonstration of operational utility; or

(6) any combination of subparagraphs (1) through (5).

Such project can generally be described as a proof of concept, model, reverse engineering to address obsolescence, pilot, novel application of commercial technologies for defense purposes, agile development activity, creation, design, development, demonstration of technical or operational utility, or combinations of the foregoing. A process, including a business process, may also be the subject of a prototype project. Although assistance terms are generally not appropriate in OT agreements in 10 U.S.C 4022 ancillary work efforts that are necessary for completion of the prototype project, such as test site training or limited logistics support, may be included in prototype projects. A prototype may be physical, virtual, or conceptual in nature. The quantity of prototypes/commercial solutions should generally be limited to that needed to prove technical or manufacturing feasibility or evaluate military utility, and pilot authority for installation and facility prototyping.

Restrictions on Obtaining and Disclosing Certain Information – IAW 41 U.S.C. 2101, et seq.

Small Business Concerns – Defined in the Small Business Act (15 U.S.C. 632) and 13 CFR Part 121.

Spiral – The Government will publish spirals periodically that outline the specific request (e.g., whitepaper/proposal), the deadlines for submission, the specific ask for the AOI being addressed, and any additional terms/conditions to be incorporated in the resulting award/OT.

Statement of Need – Prototype Solution Statement means the Government problem statement that forms the basis for the Request for Solution Briefs.

Successful Completion of the OT – The appropriate approving official determines in writing that the Prototype OT meets the technical goals, satisfies established Agreement success metrics, or accomplishes a particularly favorable or unexpected result that justifies transition. Each spiral will have a provision describing conditions of successful completion.

Technical Stack or “Tech Stack” – The collection of data, models, software, and associated infrastructure needed to create and optimize the digital representation of a system over its lifecycle.

Unlimited Rights – Rights to use, modify, reproduce, release, perform, display, 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.

Virtual Twin – The integration of all digital system models, simulation software and environments, and other digital artifacts that are associated and sufficiently representative to describe the design, performance, manufacturing, or sustainment of the system.

WOSA X - extends the concept of WOSA (internal technical standard interface messages for internal weapon communications) to all other aspects of integration details for WOSA hardware assemblies. For example, WOSA compliant weapons will typically delivery all integration details for a WOSA domain in the Domain Implementation Package. The hardware integration details in the Domain Implementation Package may be used to define WOSA-X hardware integration details that become requirements for a given weapon system and or the WOSA domain. The intent is to provide for all integration details needed to integrate a WOSA domain to all prime integrators and supply chain vendors of WOSA domains (e.g. seekers, warheads, turbine engines, and solid rocket motors).

D. Scope (Potential Areas of Interest)

Potential agreements or awards issued under the AFLCMC ADRR CSO may include new technologies, processes, or methods applicable to the following areas of interest (AOI):

• Seeker Science and Technology (S&T) and Prototyping

• Warhead Energetics, Prototyping, and Modeling

• Software Defined Radio Prototyping; weapon to weapon communications network standards, long range kill chain communication standards

• Prototype integration, WOSA modeling, WOSA MOATEL testing, testing of prototype hardware/software with WOSA models

• Initial prototype procurement, prototype production activities to include early manufacturing process verifications

• Advanced system reprogramming concepts

• Modernization

• Prototyping

• Experimentation

• Procurement of Prototypes

• Studies, Demonstrations, Testing of Prototypes

• Cloud Architecting and Software Containerization

• Artificial Intelligence and Machine Learning Implementation

• Infrastructure as Code (IaC)

• Hardware and Software Modifications

• Hardware Design, Test, and Qualification

• Weapon Design

• System Modeling

• Data Mining, Collection, Analysis

• Computer Networks and Networking

• Software & Tools (to include software licenses)

• IT, IDE, and Hardware

• MBSE Related Software Development Kits (SDKs)

• WOSA Domain Software Design & Architecture

• Third Party Software Development

• Software DevSecOps Factory and/or Pipelines

• Munitions Open Architecture Test and Evaluation Lab (MOATEL) Testing Capability and associated hardware, software, and documentation

• Software Lab with Processor In the Loop (SWIL) or Hardware In The Loop (HWIL)

• HWIL Test capabilities with infrared (IR) wall or radio frequency (RF) wall capabilities within Guided Weapons Evaluation Facility (GWEF)

• Platform integration, weapon to weapon datalink testing, NCA Autonomy testing with

Golden Horde Colosseum, System testing with HWIL GWEF facility

• Mission Planning Software

• Mission Data

• Weapons Reprogramming Software

• Software Tool Training

• Analytic and Visualization Tool Development

• Red/Blue Target Generation

SECTION II: GUIDELINES FOR SOLUTION BRIEFS

The AFLCMC ADRR CSO for Innovative Execution will be open continuously for a 12-month period and may be extended upon internal review prior to the end of the term. No solution briefs will be accepted under this CSO. Rather, solution briefs are to be submitted in response to the publication of “spirals”. The issuing office, AFLCMC/EBI (DoDAAC FA8659) will amend the CSO to solicit for solution briefs in response to “spirals”. Each spiral will include specific information regarding the AOI being solicited, period of performance, technical evaluation criteria, etc.

All definitions and articles included in the ADRR CSO will be applicable and flow down to spirals and potential awards. In addition, spirals and awards will include additional information specific to the AOI and needs of the user.

The Government reserves the right to award an OT under 10 U.S.C 4022 agreement, or award a FAR Part 12 contract, or award no contract/agreement instrument at all, as a result of this solicitation. Interested parties are encouraged to review 10 U.S.C. 4022, to include 10 U.S.C 4022(f), regarding award of transactions for prototype projects and possible follow-on production transactions or contracts subject to successful completion of prototype projects awarded using competitive procedures.

The Government may post a Closed or Open Spiral

A. Closed Spiral – Submissions by date/time specified with all evaluations occurring after submission deadline.

1. Commercial Solution Briefs (CSB) – The Government will evaluate a CSB against the criteria stated in the CSO. Offerors responding to this CSO may be invited to provide additional information to further elaborate and discuss their proposed concept/technology/solution.

If the Government requires a virtual demonstration, additional instructions will be provided within the subject AOI.

2. Commercial Solution Proposal (CSP) - Request for (CSP) Technical and price proposals are requested.

The Government will not be obligated to pay offerors for responding to the CSO or follow-on Spiral proposal activity.

The Government reserves the right to award all, part, or none of the proposals received if requested.

B. Open Spiral – Submissions accepted any time during specified period with evaluations occurring upon receipt.

The Government may add any number of AOIs against this CSO’s AOIs at any time within the fiscal year. Interested offerors are encouraged to frequently check this CSO Solicitation on beta.sam.gov for new AOI or Spiral postings.

*If in the event the Government chooses to award a FAR 12 contract, the spiral will describe the general guidelines, submission information, clauses, evaluations, and T&C.

General Guidelines

1. Unnecessarily elaborate brochures or proposals are not desired.

2. Use of diagram(s) or figure(s) to depict the essence of the proposed solution is strongly encouraged.

3. Offerors may submit multiple solution briefs (as required by the specific spiral) to any single AOI if each submission represents a separate and distinct concept. Individual Solution Briefs may only address one concept based on the stated AFLCMC ADRR CSO

AOI.

4. Technical data with military application may require approval, authorization, or license for lawful exportation.

5. All Solution Briefs and Proposals shall be unclassified. Solution Briefs and Proposals containing proprietary information that is not to be disclosed to the public for any purpose or used by the Government except for evaluation purposes shall include the following general disclaimer on the cover page:

“This [select one: Solution Brief or Proposal] includes proprietary information that shall not be disclosed outside the Government, except to non-Government personnel for evaluation purposes, and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this submission. If, however, an agreement is awarded to this Offeror as a result of -- or in connection with – the submission of this data, the Government shall have the right to duplicate, use, or disclose the data to the extent agreed upon by both parties in the resulting agreement. This restriction does not limit the Government's right to use information contained in this proprietary information if it is legally obtained from another source without restriction. The data subject to this restriction are contained in sheets [insert numbers or other identification of sheets]”

6. Submissions shall be submitted electronically as prescribed in the spiral.

7. Submissions sent through other mediums, channels, and/or after the prescribed spiral open period has ended will not be considered, reviewed nor evaluated.

8. Submission deadlines, instructions, steps, and specific requirements will be published as an amendment to the AFLCMC ADRR CSO – called “spirals”.

SECTION III: SUBMISSION INFORMATION

A. Term of the Opening

The term of an award made under this CSO announcement will be identified in the spiral which will be published as an amendment to the AFLCMC ADRR CSO. The AFLCMC ADRR CSO has been open for an initial period of 12 months, ending on 04 June 2025. It has been reviewed and extended for an additional 12 month period ending 04 June 2026; with the option to extend the opening by review of the AO.

B. Extending the Term

The term of the CSO may be amended by the program office at any point following an internal review of the CSO. Agreements issued off of this CSO will have a standard set of term(s) and conditions as provided here and also may include specific terms and conditions based on need and as agreed between the Agreements Officer (AO) and the Performer Administrator.

C. CSO Provision-Subject to Availability of Funds.

Funds are not presently available for this CSO. The Government’s obligation under this CSO is contingent upon the availability of appropriated funds from which payment for CSO purposes can be made. No legal liability on the part of the Government for any payment may arise until funds are made available to the Agreement/Contracting Officer for subsequent AOIs until the contractor or awardee(s) receives notice of such availability, to be confirmed in writing by the Agreement/Contracting Officer.

D. Submission Sensitive Information:

Restrictive notices notwithstanding, during the evaluation process, submissions may be handled by Government-contracted Non-Government advisors for administrative purposes and/or to assist with technical evaluation(s) (i.e., government support contractors). These government support contractors are expressly prohibited from business lines competing in the CSO AOI and are bound by appropriate NDA submissions. The original of each submission received will be retained and all other non-required copies destroyed. A certification of destruction may be requested, provided the formal request is received by the contracting office within 5 days after notification that the proposal was not selected.

E. In order to receive an award, offerors must:

• Have a Unique Entity Identifier (UEI) number and must register in the System for Award

Management (SAM) prior to receiving an award or agreement.

• Register in the prescribed Government invoicing system (Wide Area Work

Flow):https://piee.eb.mil/xhtml/unauth/help/newuser.xhtml

• Represent their small business size and status as required in the solicitation.

• Be determined to be responsible by the Contracting/Agreements Officer and must not be suspended or debarred from award by the Federal Government nor be prohibited by Presidential Executive Order and/or law from receiving an award.

SECTION IV: EVALUATION CRITERIA

The primary evaluation factors for selecting proposals for award shall be technical merit, importance to agency programs, and funds availability. Price will be considered to the extent appropriate, but at a minimum, to determine that the price is fair and reasonable.

Each proposal will be evaluated by the Government and the proposal must stand on its own technical merit. Proposals received as a result of the AFLCMC ADRR CSO will be evaluated in accordance with the specific evaluation criteria stated in the spiral.

SECTION V: ARTICLES

Articles under this section are applicable to all awards made off of the AFLCMC ADRR CSO. The articles may be tailored for specific awards and awards may incorporate additional articles depending on the program requirements.

Some articles, like Article V and Article VI, require fill-ins to be provided by the offeror and the Government. Instruction on how to complete will be provided at the spiral level.

Article I: Ombudsman

(a) Before consulting with an ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the Agreements officer for resolution. Consulting an ombudsman does not alter or postpone the timelines for any other processes.

(b) If resolution cannot be made by the Agreements officer, the interested party may contact the ombudsman.

https://safe.menlosecurity.com/https:/piee.eb.mil/xhtml/unauth/help/newuser.xhtml

Col(S) Todd C. Dye, AFLCMC/AQ-AZ 1790 Tenth St, Bldg 572, Rm 101, Wright-Patterson AFB, OH 45433 Phone 937-255-5512 sean.tucker.1@us.af.mil

Concerns, issues, disagreements, and recommendations that cannot be resolved at the Center/MAJCOM/DRU/SMC ombudsman level, may be brought by the interested party for further consideration to the Department of the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contracting), SAF/AQC, 1060 Air Force Pentagon, Washington DC 20330-1060, phone number

(571) 256-2395, facsimile number (571) 256-2431.

(c) The ombudsman has no authority to render a decision that binds the agency.

(d) Do not contact the ombudsman to request copies of the solicitation, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Agreements Officer.

Article II: Debrief/Notification of Award

The Government will conduct post-award debriefings upon request only. Debriefings to unsuccessful offerors shall be provided upon request in accordance with provisions and timelines of 10 U.S.C. 2305 and Section 818 of National Defense Authorization Act for 2018.

Article III: Patent Rights

A. Allocation of Principal Rights

1. Unless the Performer shall have notified The Department of the Air Force (DAF), in accordance with subparagraph B.2 below, that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article.

2. With respect to any Subject Invention in which the Performer retains title, DAF shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced 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 Performer shall disclose each Subject Invention to DAF within four (4) months after the inventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to DAF shall be in the form of a written report and shall identify the Agreement and circumstances under which the Invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the Invention. The disclosure shall also identify any publication, sale, or public use of the invention and whether a manuscript describing the Invention has been submitted and/or accepted for publication at the time of disclosure.

2. If the Performer determines that it does not intend to retain title to any such Invention, the Performer shall notify DAF, in writing, within eight (8) months of disclosure to DAF.

However, in any case where publication, sale, or public use has initiated the one-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DAF to a date that is no more than sixty

(60) calendar days prior to the end of the statutory period.

3. The Performer shall file its initial patent application on a Subject Invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Performer may elect to file patent applications in additional countries, including the European Patent Office and the Patent Cooperation Treaty, within either ten (10) months of the corresponding initial patent application or six (6) months after the date permission is granted by the Commissioner for Patents to file foreign patent applications, where such filing had previously been prohibited by a Secrecy Order.

4. The Performer shall notify DAF of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

5. Requests for extension of the time for disclosure election, and filing under this Article, may be granted at DAF’s discretion after considering the circumstances of the Performer and the overall effect of the extension.

6. The Performer shall submit to DAF annual listings of Subject Inventions. At the completion of the Agreement, the Performer shall submit a comprehensive listing of all subject inventions identified during the course of the Agreement and the current status of each.

C. Conditions When the Government May Obtain Title

Upon Department of the Air Force’s written request, the Performer shall convey title to any Subject Invention to The Department of the Air Force under any of the following conditions:

1. If the Performer fails to disclose or elects not to retain title to the Subject Invention within the times specified in Paragraph B of this Article; however, DAF may only request title within sixty (60) calendar days after learning of the failure of the Performer to disclose or elect within the specified times;

2. In those countries in which the Performer fails to file patent applications within the times specified in Paragraph B of this Article; however, if the Performer has filed a patent application in a country after the times specified in Paragraph B of this Article, but prior to its receipt of the written request by DAF, the Performer shall continue to retain title in that country; or

3. In any country in which the Performer 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 Performer and Protection of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title, except if the Performer fails to disclose the Subject Invention within the times specified in Paragraph B of this Article.

The Performer’s license extends to its domestic subsidiaries and affiliates, including Canada, if any, and includes the right to grant licenses of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded.

The license is transferable only with the approval of DAF, except when transferred to the successor of that part of the business to which the Subject Invention pertains. DAF approval for license transfer shall not be unreasonably withheld.

2. The Performer’s domestic license may be revoked or modified by DAF 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 C.F.R. Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer 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 DAF to the extent the Performer, 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, DAF shall furnish the Performer a written notice of its intention to revoke or modify the license, and the Performer 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 Performer agrees to execute or to have executed and promptly deliver to DAF all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Performer elects to retain title, and (ii) convey title to DAF when requested under Paragraph C of this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention

2. The Performer agrees to require by written agreement with 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 Performer each Subject Invention made under this Agreement in order that the Performer can comply with the disclosure provisions of Paragraph B of this Article.

The Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars.

3. The Performer shall include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement:

This invention was made with Government support under Agreement No. FAXXXX-XX-S- XXXX, awarded by DAF. The Government has certain rights in the invention. (This will be filled in IAW spiral instructions).

F. Lower Tier Agreements

The Performer shall include this Article, suitably modified, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

G. Reporting on Utilization of Subject Inventions

1. The Performer agrees to submit, during the term of the Agreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization that are being made by the Performer or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Performer, and such other data and information as the agency may reasonably specify. The Performer also agrees to provide additional reports as may be requested by DAF in connection with any march-in proceedings undertaken by DAF in accordance with Paragraph I of this Article. DAF agrees it shall not disclose such information to persons outside the Government without permission of the Performer, unless required by law.

2. All required reporting shall be accomplished, to the extent possible, using the i-Edison reporting website: https://www.nist.gov/iedison. To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the AO and Administrative Agreements Officer (AAO), where one is appointed.

H. Preference for American Industry

Notwithstanding any other provision of this article the Performer agrees that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States unless such person agrees that any product embodying the Subject Invention or produced through the use of the subject invention shall be manufactured substantially in the United States. However, in individual cases, the requirements for such an agreement may be waived by DAF upon a showing by the Performer that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any Subject Invention in which it has retained title, DAF has the right to require the Performer, an assignee, or exclusive licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DAF has the right to grant such a license itself if DAF determines that:

1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the Subject Invention;

2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or

4. Such action is necessary because the agreement required by Paragraph H of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any Subject Invention in the United States is in breach of such Agreement.

Article IV: Termination

The Government may terminate this Agreement by written notice to the Performer, provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. If the Performer decides to request termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article V, Data Rights. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article VII, Disputes.

The Agreements Officer may also unilaterally terminate performance of work under this Agreement or a project funded under this Agreement, in whole or in part, based on a reasonable determination that the Agreement/Project will not produce beneficial results commensurate with the expenditure of resources.

The USG may terminate this Agreement, in whole or in part, if the AO determines that a termination is in the USG's best interest. The AO shall terminate by delivering a Notice-of Termination specifying the extent of termination and the effective date.

After receipt of a Notice of Termination, and except as directed by the AO, the CAO shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

1. Stop work and direct Awardees to stop work as specified in the notice.

2. Place no further projects or orders for materials, services, or facilities, except as necessary to complete the continued portion of the Agreement or project.

3. Terminate all orders to the extent they relate to the work terminated.

4. With approval or ratification to the extent required by the AO, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders. The approval or ratification will be final.

5. As directed by the AO, obtain from the Awardee under the terminated portion of the Agreement a transfer of title to the following. where applicable and deliver to the USG: The fabricated or unfabricated payments, work in process, completed work, supplies, other material produced or acquired for the work terminated, completed or partially completed plans, drawings, information, and other property that, if the order had been completed, would have been required to be furnished to the USG.

6. Complete performance of any work not terminated, if applicable.

7. Take any action that may be necessary, or that the AO may direct, for the protection and preservation of the property related to the Agreement or any projects hereunder that is in the possession of the Awardee(s) and in which the USG has or may acquire an interest.

8. Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred to under Property Article, provided that the contractor or awardee(s)

(A) is not required to extend credit to any purchaser; and

(B) may arrange for the Awardee(s) who were performing the terminated work to acquire the property under the conditions prescribed by, and at prices approved by the AO. The proceeds of any transfer or disposition of property will be applied to reduce any payments to be made to the USG under that particular project.

Termination Costs. The USG, and the Awardees will negotiate in good faith an equitable reimbursement for work performed toward accomplishment of the task(s) of Projects. The USG will allow full credit for the USG share of the obligations properly incurred by the contractor or the awardee(s) prior to termination. Costs incurred by Awardees during a suspension or after termination of a Project are not allowable unless the Agreements Officer expressly authorizes them in either the notices of suspension, termination, or subsequent notice. Other Awardee costs incurred during a suspension or after termination which are necessary and reasonably unavoidable are allowed if:

1. The fees which result from obligations which were properly earned by the contractor or the awardee(s) or costs properly incurred by the Awardee before the effective date of the suspension or termination, are not in anticipation of it, and in the case of a termination, are noncancellable; and

2. The costs would be allowable if the Project was not suspended or the award expired normally at the end of the funding period in Which the termination takes effect.

Article V: Data Rights

A. Allocation of Principal Rights

1. The Parties agree that in consideration for Government funding, the Performer intends to reduce to practical application items, components and processes developed under this Agreement.

2. With respect to Data developed or generated under this Agreement related to the

(INSERT DELIVERABLE PROTOTYPE – to be inserted by the offeror IAW spiral instructions at the time of offer), the Government shall receive (INSERT APPLICABLE DATA RIGHTS), as defined in Section 1C.

3. With respect to Data delivered under the Agreement, the Government shall receive (INSERT APPLICABLE DATA RIGHTS – to be inserted by the offeror IAW spiral instructions at the time of offer). Notwithstanding the provision in A.4, the performer agrees, with respect to data generated or developed under this Agreement, the Government may, within (INSERT NUMBER OF YEARS to be inserted by the offeror IAW spiral instructions at the time of offer) after completion or termination of this Agreement, require delivery of data and receive (INSERT APPLICABLE DATA RIGHTS – to be inserted by the offeror IAW spiral instructions at the time of offer).

4. March-In Rights

(a) In the event the Government chooses to exercise its March-in Rights, as defined in Article III, sub paragraph I of this Agreement, the Performer agrees, upon written request from the Government, to deliver at no additional cost to the Government, all Data necessary to achieve practical application within sixty (60) calendar days from the date of the written request. The Government shall retain Unlimited Rights, as defined in Article I, Section B of this Agreement, to this delivered Data.

(b) To facilitate any potential deliveries, the Performer agrees to retain and maintain in good condition until (INSERT NUMBER OF YEARS - be inserted by the offeror IAW spiral instructions at the time of offer) after completion or termination of this Agreement, all Data necessary to achieve practical application of any Subject Invention as defined in Article V of this Agreement.

B. Marking of Data

Pursuant to Paragraph A above, any Data delivered under this Agreement shall be marked with the following legend:

Use, duplication, or disclosure is subject to the restrictions and will be pursuant to an agreement issued off of this CSO as stated in Agreement [INSERT AGREEMENT NUMBER FAXXXX-XX-S-XXXX] between the Government and the Performer.

C. Lower Tier Agreements

The Performer shall include this Article, suitably modified to identify the Parties, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

Article VI: Obligation and Payment

The publication of the AFLCMC ADRR CSO is not authorization to begin performance for any effort and in no way obligates the Government for any costs incurred by the Offeror associated with developing a solution brief. Funds are not presently available for this effort. No award or agreement will be made until funds are available. The Government reserves the right to cancel the AFLCMC ADRR CSO and any subsequent spirals at any time.

A. Obligation

The Government’s liability to make payments to the Performer is limited to only those funds obligated under an agreement or modification to an agreement made as a result of this CSO. The Department of the Air Force may obligate funds in full or incrementally as determined in each specific spiral.

B. Payments

1. The Parties agree that fixed payments will be made for the completion of milestones.

These payments reflect value received by the Government toward the accomplishment of the research goals of this Agreement.

2. The Performer shall document the accomplishments of each milestone by submitting or otherwise providing the Milestones Report required by Attachment 3. The Performer shall submit one (1) copy of all invoices to the AO for payment approval.