ADRR CSO 5 June 2024.pdf

AFLCMC Armament Directorate Rapid Response (ADRR) Commercial Solu ons Opening (CSO) for Innova ve Execu on

The Air Force Life Cycle Management Center (AFLCMC) Armament Directorate at Eglin, AFB FL will u lize this CSO for specific future requirements. All specific requirements and submissions will be posted as Spirals with specific calls to ac on. This CSO may lead to FAR Part 12 or Other Transac ons. This pos ng 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 me and will not accept unsolicited proposals. No funding is currently available for the CSO.

TABLE OF CONTENTS

Sec on I: Introduc on, Background, & Scope ………………………………………………………………………………………2

Sec on II: Guidelines for Solu ons Briefs .…………………………………………………………………………………………..8

Sec on III: Submission Informa on …………………………………………………………………………………………………..10

Sec on IV: Evalua on Criteria ……………………………………………………………………………………………………………11

Sec on V: Ar cles ……………………………………………………………………………………………………………………………..11

Sec on VI: A achments ………………………………………………………………………………………………………………….…31

Sec on VII: CSO Contact Informa on…………………………………………………………………………………………………31

SECTION I: INTRODUCTION, BACKGROUND, & SCOPE

A. Background

The AFLCMC Armament Directorate Rapid Response (ADRR) Commercial Solu ons Opening (CSO) is an umbrella CSO solicita on that contains the basic informa on but does not request solu on briefs with its ini al issuance. This is a compe ve solicita on posted on this Government Point of Entry (GPE) www.sam.gov through 04 June 2025. The CSO authority is 10 U.S.C. 3458, implemented by DFARS Subpart 212.70, for the acquisi on of innova ve commercial products or commercial services.

Per 10 U.S.C. 3458, innova ve products/services compe vely selected by peer review of proposals resul ng from a general solicita on (e.g., this ADRR CSO) are considered commercial notwithstanding the defini on under FAR Subpart 2.101. The use of a CSO is permanently authorized by sec on 803 of the Na onal Defense Authoriza on 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. Defini ons:

Agile Processes – Project management processes, mainly used for so ware development, where demands and solu ons evolve through the collabora ve effort of self-organizing and cross-func onal teams and their customers.

Agile So ware – So ware development methodologies centered around the idea of itera ve development, where requirements and solu ons evolve through collabora on between self-organizing cross-func onal teams and their customers.

Agreement – The body of the agreement and any a achments, 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 representa ve with the authority to enter into, administer, and/or terminate agreements.

Agreements Officer Representa ve (AOR)– A Government representa ve designated and authorized in wri ng by the agreements officer to perform specific technical or administra ve func ons.

Authorita ve 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 connec ng authorita ve versions of the models and associated data. Types of models include management, design, manufacturing, product support, verifica on and valida on, and specialty engineering.

Behavior Modeling – A model that shows the interac ons between objects to produce some par cular system behavior that is specified as a use-case. Sequence diagrams (or collabora on diagrams) are used to model interac on between objects.

Business Intelligence (BI) – Strategies and technologies used by enterprises for data analysis of business informa on. BI technologies provide historical, current, and predic ve views of business opera ons.

Commercial Solu on Brief (CSB) – a brief to provide addi onal informa on to further elaborate and discuss proposed concept/technology/solu on.

Commercial Solu ons Opening (CSO) – is a compe ve procedure contrac ng officers may use to acquire innova ve commercial items, technologies, or services, as provided in sec on 803 of the Na onal Defense Authoriza on Act (NDAA) for Fiscal Year (FY) 2022 (Pub. L. 117-81), 10 U.S.C.

3458, and DFARS Subpart 212.70.

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

Digital Ecosystem – A group of interconnected informa on technology resources that can func on as a unit. Digital ecosystems are made up of suppliers, customers, trading partners, applica ons, third-party data service providers, and all respec ve technologies. Interoperability is the key to the ecosystem’s success.

Digital Engineering (DE) – An integrated digital approach that uses authorita ve sources of system data and models as a con nuum across disciplines to support lifecycle ac vi es from concept through disposal.

Digital Trinity – The complete approach to digital acquisi on of incorpora ng digital engineering and manufacturing, agile so ware, and open system architecture into weapon systems by enabling design, assembly, tes ng, and sustainment in the virtual/digital realm before real-world produc on 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 analy c framework to connect models, and all associated data, so ware, and func onal support, governing more than one system lifecycle phase with one-to-one real-word traceability.

Foreign Firm or Ins tu on – A firm or ins tu on organized or exis ng 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, ins tu ons or business organiza ons which are owned or substan ally controlled by foreign governments, firms, ins tu ons, or individuals.

Form, Fit, and Func on Data – Technical data that describes the required overall physical, func onal, and performance characteris cs (along with the qualifica on requirements, if applicable) of an item, component, or process to the extent necessary to permit iden fica on of physically and func onally interchangeable items. Form, Fit, and Func on 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 ac vity in which the United States Government is a party, including coopera ve agreements with interna onal or mul -na onal defense organiza ons, or sales or transfers by the United States Government to foreign governments or interna onal organiza ons.

Government purposes include compe ve 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 restric on; 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, authorita ve source of informa on to guide and constrain mission architectures and solu ons. It integrates data, informa on, boundary condi ons, and rules that describe the mission capability needed by the warfighter in sufficient detail to allow for transi on of technology-based solu ons.

Integrated Digital Environment (IDE) – A compila on of data, models, and tools for collabora on, analysis, and visualiza on across all func onal domains. IDE includes the methodology and specifica on for data, models, and tools arrangement with processes and procedures to exploit informa onal results. One note of importance is that the IDE includes the integra on of programma c (program manager, financial manager, logis cs manager, etc.) informa on 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 alterna ve solu ons. Typical criteria include performance/benefits, schedule, risk, and cost.

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

Innova ve – IAW sec on 803 of the Na onal Defense Authoriza on 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 applica on that is new as of the date of submission of a proposal of a technology, process, or method exis ng as of such date.

Machine Learning and Ar ficial Intelligence – Machine learning enables a computer system to make predic ons using historical data without being explicitly programmed. It is a subset of Ar ficial 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 cri cal path to accomplish program objec ves 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 applica on of modeling to support system requirements, design, analysis, verifica on, and valida on ac vi es beginning in the conceptual design phase and con nuing throughout development and later life cycle phases.

Modeling and Simula on (M&S) – The use of a physical or logical representa on of a given system to generate data and make predic ons and support decision making.

Nontradi onal Defense Contractor – IAW 10 U.S.C. 3014 means an en ty that is not currently performing and has not performed, for at least the one-year period preceding the solicita on of sources by the Department of Defense for the procurement or transac on, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accoun ng standards prescribed pursuant to Sec on 1502 of Title 41 and the regula ons implemen ng such sec on.

Nonprofit Research Ins tu on – IAW 15 U.S.C. 3703(3) means an organiza on owned and operated exclusively for scien fic or educa onal 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 Transac on (OT) – Refers to the type of Other Transac on 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 effec veness of military personnel and the suppor ng pla orms, systems, components, or materials proposed to be acquired or developed by the DoD, or for the improvement of pla orms, systems, components, or materials in use by the armed forces. This type of OTA is treated by DoD as an acquisi on instrument, commonly referred to as an "other transac on" for a prototype project or a 10 U.S.C 4022"other transac on".

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 applica on of commercial technologies for defense purposes;

(4) agile development ac vity;

(5) the crea on, design, development, or demonstra on of opera onal u lity; or

(6) any combina on of subparagraphs (1) through (5).

Such project can generally be described as a proof of concept, model, reverse engineering to address obsolescence, pilot, novel applica on of commercial technologies for defense purposes, agile development ac vity, crea on, design, development, demonstra on of technical or opera onal u lity, or combina ons 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 comple on of the prototype project, such as test site training or limited logis cs support, may be included in prototype projects. A prototype may be physical, virtual, or conceptual in nature. The quan ty of prototypes/commercial solu ons should generally be limited to that needed to prove technical or manufacturing feasibility or evaluate military u lity, and pilot authority for installa on and facility prototyping.

Restric ons on Obtaining and Disclosing Certain Informa on – 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 addi onal terms/condi ons to be incorporated in the resul ng award/OT.

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

Successful Comple on of the OT – The appropriate approving official determines in wri ng that the Prototype OT meets the technical goals, sa sfies established Agreement success metrics, or accomplishes a par cularly favorable or unexpected result that jus fies transi on. Each spiral will have a provision describing condi ons of successful comple on.

Technical Stack or “Tech Stack” – The collec on of data, models, so ware, and associated infrastructure needed to create and op mize the digital representa on 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 integra on of all digital system models, simula on so ware and environments, and other digital ar facts that are associated and sufficiently representa ve 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 communica ons) to all other aspects of integra on details for WOSA hardware assemblies. For example, WOSA compliant weapons will typically delivery all integra on details for a WOSA domain in the Domain Implementa on Package. The hardware integra on details in the Domain Implementa on Package may be used to define WOSA-X hardware integra on details that become requirements for a given weapon system and or the WOSA domain. The intent is to provide for all integra on 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 (Poten al Areas of Interest)

Poten al 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 Energe cs, Prototyping, and Modeling So ware Defined Radio Prototyping; weapon to weapon communica ons network standards, long range kill chain communica on standards

Prototype integra on, WOSA modeling, WOSA MOATEL tes ng, tes ng of prototype hardware/so ware with WOSA models

Ini al prototype procurement, prototype produc on ac vi es to include early manufacturing process verifica ons

Advanced system reprogramming concepts Moderniza on Prototyping Experimenta on Procurement of Prototypes Studies, Demonstra ons, Tes ng of Prototypes Cloud Architec ng and So ware Containeriza on Ar ficial Intelligence and Machine Learning Implementa on Infrastructure as Code (IaC) Hardware and So ware Modifica ons Hardware Design, Test, and Qualifica on Weapon Design System Modeling Data Mining, Collec on, Analysis Computer Networks and Networking So ware & Tools (to include so ware licenses) IT, IDE, and Hardware MBSE Related So ware Development Kits (SDKs) WOSA Domain So ware Design & Architecture Third Party So ware Development So ware DevSecOps Factory and/or Pipelines Muni ons Open Architecture Test and Evalua on Lab (MOATEL) Tes ng Capability and associated hardware, so ware, and documenta on So ware Lab with Processor In the Loop (SWIL) or Hardware In The Loop (HWIL) HWIL Test capabili es with infrared (IR) wall or radio frequency (RF) wall capabili es within Guided Weapons Evalua on Facility (GWEF) Pla orm integra on, weapon to weapon datalink tes ng, NCA Autonomy tes ng with

Golden Horde Colosseum, System tes ng with HWIL GWEF facility Mission Planning So ware Mission Data Weapons Reprogramming So ware So ware Tool Training Analy c and Visualiza on Tool Development Red/Blue Target Genera on

SECTION II: GUIDELINES FOR SOLUTION BRIEFS

The AFLCMC ADRR CSO for Innova ve Execu on will be open con nuously for a 12-month period and may be extended upon internal review prior to the end of the term. No solu on briefs will be accepted under this CSO. Rather, solu on briefs are to be submi ed in response to the publica on of “spirals”. The issuing office, AFLCMC/EBZ (DoDAAC FA8658) will amend the CSO to solicit for solu on briefs in response to “spirals”. Each spiral will include specific informa on regarding the AOI being solicited, period of performance, technical evalua on criteria, etc.

All defini ons and ar cles included in the ADRR CSO will be applicable and flow down to spirals and poten al awards. In addi on, spirals and awards will include addi onal informa on 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 solicita on. Interested par es are encouraged to review 10 U.S.C. 4022, to include 10 U.S.C 4022(f), regarding award of transac ons for prototype projects and possible follow-on produc on transac ons or contracts subject to successful comple on of prototype projects awarded using compe ve procedures.

The Government may post a Closed or Open Spiral

A. Closed Spiral – Submissions by date/ me specified with all evalua ons occurring a er submission deadline.

1. Commercial Solu on 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 addi onal informa on to further elaborate and discuss their proposed concept/technology/solu on.

If the Government requires a virtual demonstra on, addi onal instruc ons will be provided within the subject AOI.

2. Commercial Solu on 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 ac vity.

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 informa on, clauses, evalua ons, 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 solu on is strongly encouraged.

3. Offerors may submit mul ple solu on briefs (as required by the specific spiral) to any single AOI if each submission represents a separate and dis nct concept. Individual Solu on Briefs may only address one concept based on the stated AFLCMC ADRR CSO

AOI.

4. Technical data with military applica on may require approval, authoriza on, or license for lawful exporta on.

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

“This [select one: Solu on Brief or Proposal] includes proprietary informa on that shall not be disclosed outside the Government, except to non-Government personnel for evalua on 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 connec on 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 par es in the resul ng agreement. This restric on does not limit the Government's right to use informa on contained in this proprietary informa on if it is legally obtained from another source without restric on. The data subject to this restric on are contained in sheets [insert numbers or other iden fica on of sheets]”

6. Submissions shall be submi ed electronically as prescribed in the spiral.

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

8. Submission deadlines, instruc ons, 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 iden fied in the spiral which will be published as an amendment to the AFLCMC ADRR CSO. The AFLCMC ADRR CSO will be open for a minimum of 12 months, ending 04 June 2025; with the op on 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 condi ons as provided here and also may include specific terms and condi ons 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 obliga on under this CSO is con ngent 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 un l funds are made available to the Agreement/Contrac ng Officer for subsequent AOIs un l the contractor or awardee(s) receives no ce of such availability, to be confirmed in wri ng by the Agreement/Contrac ng Officer.

D. Submission Sensi ve Informa on:

Restric ve no ces notwithstanding, during the evalua on process, submissions may be handled by Government-contracted Non-Government advisors for administra ve purposes and/or to assist with technical evalua on(s) (i.e., government support contractors). These government support contractors are expressly prohibited from business lines compe ng 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 cer fica on of destruc on may be requested, provided the formal request is received by the contrac ng office within 5 days a er no fica on that the proposal was not selected.

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

Have a Unique En ty Iden fier (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 solicita on.

Be determined to be responsible by the Contrac ng/Agreements Officer and must not be suspended or debarred from award by the Federal Government nor be prohibited by Presiden al Execu ve Order and/or law from receiving an award.

SECTION IV: EVALUATION CRITERIA

The primary evalua on factors for selec ng 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 evalua on criteria stated in the spiral.

SECTION V: ARTICLES

Ar cles under this sec on are applicable to all awards made off of the AFLCMC ADRR CSO. The ar cles may be tailored for specific awards and awards may incorporate addi onal ar cles depending on the program requirements.

Some ar cles, like Ar cle V and Ar cle VI, require fill-ins to be provided by the offeror and the Government. Instruc on on how to complete will be provided at the spiral level.

Ar cle I: Ombudsman

(a) Before consul ng with an ombudsman, interested par es must first address their concerns, issues, disagreements, and/or recommenda ons to the Agreements officer for resolu on. Consul ng an ombudsman does not alter or postpone the melines for any other processes.

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

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

Concerns, issues, disagreements, and recommenda ons that cannot be resolved at the Center/MAJCOM/DRU/SMC ombudsman level, may be brought by the interested party for further considera on to the Department of the Air Force ombudsman, Associate Deputy Assistant Secretary (ADAS) (Contrac ng), 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 solicita on, verify offer due date, or clarify technical requirements. Such inquiries shall be directed to the Agreements Officer.

Ar cle II: Debrief/No fica on 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 melines of 10 U.S.C. 2305 and Sec on 818 of Na onal Defense Authoriza on Act for 2018.

Ar cle III: Patent Rights

A. Alloca on of Principal Rights

1. Unless the Performer shall have no fied The Department of the Air Force (DAF), in accordance with subparagraph B.2 below, that the Performer does not intend to retain tle, the Performer shall retain the en re right, tle, and interest throughout the world to each Subject Inven on consistent with the provisions of this Ar cle.

2. With respect to any Subject Inven on in which the Performer retains tle, DAF shall have a nonexclusive, nontransferable, irrevocable, paid-up license to prac ce or have prac ced on behalf of the United States the Subject Inven on throughout the world.

B. Inven on Disclosure, Elec on of Title, and Filing of Patent Applica on

1. The Performer shall disclose each Subject Inven on to DAF within four (4) months a er the inventor discloses it in wri ng to his company personnel responsible for patent ma ers. The disclosure to DAF shall be in the form of a wri en report and shall iden fy the Agreement and circumstances under which the Inven on was made and the iden ty of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the me of the disclosure, of the nature, purpose, opera on, and the physical, chemical, biological, or electrical characteris cs of the Inven on. The disclosure shall also iden fy any publica on, sale, or public use of the inven on and whether a manuscript describing the Inven on has been submi ed and/or accepted for publica on at the me of disclosure.

2. If the Performer determines that it does not intend to retain tle to any such Inven on, the Performer shall no fy DAF, in wri ng, within eight (8) months of disclosure to DAF.

However, in any case where publica on, sale, or public use has ini ated the one-year statutory period wherein valid patent protec on can s ll be obtained in the United States, the period for such no ce 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 ini al patent applica on on a Subject Inven on to which it elects to retain tle within one (1) year a er elec on of tle or, if earlier, prior to the end of the statutory period wherein valid patent protec on can be obtained in the United States a er a publica on, or sale, or public use. The Performer may elect to file patent applica ons in addi onal countries, including the European Patent Office and the Patent Coopera on Treaty, within either ten (10) months of the corresponding ini al patent applica on or six (6) months a er the date permission is granted by the Commissioner for Patents to file foreign patent applica ons, where such filing had previously been prohibited by a Secrecy Order.

4. The Performer shall no fy DAF of any decisions not to con nue the prosecu on of a patent applica on, pay maintenance fees, or defend in a reexamina on or opposi on proceedings on a patent, in any country, not less than thirty (30) calendar days before the expira on of the response period required by the relevant patent office.

5. Requests for extension of the me for disclosure elec on, and filing under this Ar cle, may be granted at DAF’s discre on a er considering the circumstances of the Performer and the overall effect of the extension.

6. The Performer shall submit to DAF annual lis ngs of Subject Inven ons. At the comple on of the Agreement, the Performer shall submit a comprehensive lis ng of all subject inven ons iden fied during the course of the Agreement and the current status of each.

C. Condi ons When the Government May Obtain Title

Upon Department of the Air Force’s wri en request, the Performer shall convey tle to any Subject Inven on to The Department of the Air Force under any of the following condi ons:

1. If the Performer fails to disclose or elects not to retain tle to the Subject Inven on within the mes specified in Paragraph B of this Ar cle; however, DAF may only request tle within sixty (60) calendar days a er learning of the failure of the Performer to disclose or elect within the specified mes;

2. In those countries in which the Performer fails to file patent applica ons within the mes specified in Paragraph B of this Ar cle; however, if the Performer has filed a patent applica on in a country a er the mes specified in Paragraph B of this Ar cle, but prior to its receipt of the wri en request by DAF, the Performer shall con nue to retain tle in that country; or

3. In any country in which the Performer decides not to con nue the prosecu on of any applica on for, to pay the maintenance fees on, or defend in reexamina on or opposi on proceedings on, a patent on a Subject Inven on.

D. Minimum Rights to the Performer and Protec on of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free license throughout the world in each subject inven on to which the Government obtains tle, except if the Performer fails to disclose the Subject Inven on within the mes specified in Paragraph B of this Ar cle.

The Performer’s license extends to its domes c 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 me 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 Inven on pertains. DAF approval for license transfer shall not be unreasonably withheld.

2. The Performer’s domes c license may be revoked or modified by DAF to the extent necessary to achieve expedi ous prac cal applica on of the Subject Inven on pursuant to an applica on for an exclusive license submi ed 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 prac cal applica on and con nues to make the benefits of the Subject Inven on reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discre on of DAF to the extent the Performer, its licensees, or the subsidiaries or affiliates have failed to achieve prac cal applica on in that foreign country.

3. Before revoca on or modifica on of the license, DAF shall furnish the Performer a wri en no ce of its inten on to revoke or modify the license, and the Performer shall be allowed thirty (30) calendar days (or such other me as may be authorized for good cause shown) a er the no ce to show cause why the license should not be revoked or modified.

E. Ac on 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 Inven ons to which the Performer elects to retain tle, and (ii) convey tle to DAF when requested under Paragraph C of this Ar cle and to enable the Government to obtain patent protec on throughout the world in that Subject Inven on

2. The Performer agrees to require by wri en agreement with its employees, other than clerical and non-technical employees, to disclose promptly in wri ng to personnel iden fied as responsible for the administra on of patent ma ers and in a format suggested by the Performer each Subject Inven on made under this Agreement in order that the Performer can comply with the disclosure provisions of Paragraph B of this Ar cle.

The Performer shall instruct employees, through employee agreements or other suitable educa onal programs, on the importance of repor ng inven ons in sufficient me to permit the filing of patent applica ons prior to United States or foreign statutory bars.

3. The Performer shall include, within the specifica on of any United States patent applica on and any patent issuing thereon covering a subject inven on, the following statement:

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

F. Lower Tier Agreements

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

G. Repor ng on U liza on of Subject Inven ons

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

2. All required repor ng shall be accomplished, to the extent possible, using the i-Edison repor ng website: h ps://www.nist.gov/iedison. To the extent any such repor ng cannot be carried out by use of i-Edison, reports and communica ons shall be submi ed to the AO and Administra ve Agreements Officer (AAO), where one is appointed.

H. Preference for American Industry

Notwithstanding any other provision of this ar cle the Performer agrees that it shall not grant to any person the exclusive right to use or sell any Subject Inven on in the United States unless such person agrees that any product embodying the Subject Inven on or produced through the use of the subject inven on shall be manufactured substan ally 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 poten al licensees that would be likely to manufacture substan ally in the United States or that, under the circumstances, domes c manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any Subject Inven on in which it has retained tle, DAF has the right to require the Performer, an assignee, or exclusive licensee of a Subject Inven on 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 ac on is necessary because the Performer or assignee has not taken effec ve steps, consistent with the intent of this Agreement, to achieve prac cal applica on of the Subject Inven on;

2. Such ac on is necessary to alleviate health or safety needs which are not reasonably sa sfied by the Performer, assignee, or their licensees;

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

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

Ar cle IV: Termina on

The Government may terminate this Agreement by wri en no ce to the Performer, provided that such wri en no ce is preceded by consulta on between the Par es. The Performer may request Agreement termina on by giving the Government sixty (60) days wri en no fica on of their intent to do so. If the Performer decides to request termina on of this Agreement, the Government may, at its discre on, agree to terminate. The Government and the Performer should nego ate in good faith a reasonable and mely adjustment of all outstanding issues between the Par es as a result of termina on, which may include non-cancelable commitments. In the event of a termina on of the Agreement, the Government shall have paid-up rights in Data as described in Ar cle V, Data Rights. Failure of the Par es to agree to an equitable adjustment shall be resolved pursuant to Ar cle 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 determina on 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 termina on is in the USG's best interest. The AO shall terminate by delivering a No ce-of Termina on specifying the extent of termina on and the effec ve date.

A er receipt of a No ce of Termina on, and except as directed by the AO, the CAO shall immediately proceed with the following obliga ons, regardless of any delay in determining or adjus ng any amounts due:

1. Stop work and direct Awardees to stop work as specified in the no ce.

2. Place no further projects or orders for materials, services, or facili es, except as necessary to complete the con nued por on of the Agreement or project.

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

4. With approval or ra fica on to the extent required by the AO, se le all outstanding liabili es and termina on se lement proposals arising from the termina on of orders. The approval or ra fica on will be final.

5. As directed by the AO, obtain from the Awardee under the terminated por on of the Agreement a transfer of tle 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 par ally completed plans, drawings, informa on, 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 ac on that may be necessary, or that the AO may direct, for the protec on and preserva on 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 Ar cle, 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 condi ons prescribed by, and at prices approved by the AO. The proceeds of any transfer or disposi on of property will be applied to reduce any payments to be made to the USG under that par cular project.

Termina on Costs. The USG, and the Awardees will nego ate 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 obliga ons properly incurred by the contractor or the awardee(s) prior to termina on. Costs incurred by Awardees during a suspension or a er termina on of a Project are not allowable unless the Agreements Officer expressly authorizes them in either the no ces of suspension, termina on, or subsequent no ce. Other Awardee costs incurred during a suspension or a er termina on which are necessary and reasonably unavoidable are allowed if:

1. The fees which result from obliga ons which were properly earned by the contractor or the awardee(s) or costs properly incurred by the Awardee before the effec ve date of the suspension or termina on, are not in an cipa on of it, and in the case of a termina on, 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 termina on takes effect.

Ar cle V: Data Rights

A. Alloca on of Principal Rights

1. The Par es agree that in considera on for Government funding, the Performer intends to reduce to prac cal applica on 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 instruc ons at the me of offer), the Government shall receive (INSERT APPLICABLE DATA RIGHTS), as defined in Sec on 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 instruc ons at the me 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 instruc ons at the me of offer) a er comple on or termina on of this Agreement, require delivery of data and receive (INSERT APPLICABLE DATA RIGHTS – to be inserted by the offeror IAW spiral instruc ons at the me of offer).

4. March-In Rights

(a) In the event the Government chooses to exercise its March-in Rights, as defined in Ar cle III, sub paragraph I of this Agreement, the Performer agrees, upon wri en request from the Government, to deliver at no addi onal cost to the Government, all Data necessary to achieve prac cal applica on within sixty (60) calendar days from the date of the wri en request. The Government shall retain Unlimited Rights, as defined in Ar cle I, Sec on B of this Agreement, to this delivered Data.

(b) To facilitate any poten al deliveries, the Performer agrees to retain and maintain in good condi on un l (INSERT NUMBER OF YEARS - be inserted by the offeror IAW spiral instruc ons at the me of offer) a er comple on or termina on of this Agreement, all Data necessary to achieve prac cal applica on of any Subject Inven on as defined in Ar cle 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, duplica on, or disclosure is subject to the restric ons 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 Ar cle, suitably modified to iden fy the Par es, in all subcontracts or lower er agreements, regardless of er, for experimental, developmental, or research work.

Ar cle VI: Obliga on and Payment

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

A. Obliga on

The Government’s liability to make payments to the Performer is limited to only those funds obligated under an agreement or modifica on 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 Par es agree that fixed payments will be made for the comple on 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 submi ng or otherwise providing the Milestones Report required by A achment 3. The Performer shall submit one (1) copy of all invoices to the AO for payment approval. A er wri en verifica on of the accomplishment of the milestone by the DAF AOR, and approval by the AO, the Performer will submit their invoice through Wide Area Work Flow (WAWF), as detailed in this Ar cle.

3. Limita on of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

4. Limita on of the Government Obliga ons: In no event shall the Government's financial liability exceed the amount obligated under any agreement. Awardee's liability shall not exceed commi ed funding on agreement or per milestone. Nothing in this Ar cle shall be construed to create the basis of a claim or suit where none would otherwise exist. The Government does not contemplate any unusually hazardous risks being associated with the awarded projects.

5. Payments will be made by the Defense Finance and Accoun ng Services office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF applica on enables electronic form submission of invoices, government inspec on, and acceptance documents in order to support DoD’s goal of moving to a paperless acquisi on process.