ERAM SPIRAL RFP.pdf

Spiral Request for Proposal (RFP)

Supporting Prototyping Efforts for

Extended Range Attack Munition (ERAM)

OT Solicitation Number: FA8682-24-R-0014

Issued by:

AFLCMC/EBJ

PROPOSAL RESPONSE DATE: No Later Than 24 July 2024 @ 5:00 PM (Central)

The Extended Range Attack Munition (ERAM) Acquisition team seeks to enter a 10 U.S.C. 4022 Prototype Other Transaction (OT) agreement on the Armament Directorate Rapid Response Commercial Solutions Opening (CSO), Area of Interest, prototyping.

This RFP, entitled ERAM, seeks to procure the initial phases of a new aircraft launched weapon labeled ERAM. This munition is pivotal for accelerating Ukraine’s capability to meet warfighter needs efficiently and effectively and provides an affordable mass weapon to be produced at scale.

The Government is seeking to prototype and adapt commercial autonomous modular open architecture vehicle that can deliver affordable long-range effects. The resultant prototype will provide a platform that is mass producible and provides capabilities outlined in the attached SOO.

This RFP is soliciting full proposals from the 16 companies identified through the ERAM RFI posted to SAM.gov on 30 Jan 2024. These companies must read this RFP in its entirety and submit a proposal that meets all the requirements detailed herein. Proposals from companies not identified through the RFI will not be evaluated.

The Government will evaluate each proposal with the potential of entering negotiations for the purposes of funding and awarding one or more project(s) as a standalone OTA. However, the Government is under no obligation to award an OTA and if the Government determines it will not award an OTA to your company, costs incurred by the Company in the development and negotiation of its proposal are not recoverable from the Government.

FULL PROPOSAL SUBMISSION DATE

Full Proposals submitted in response to this RFP must be received no later than 24 July 2024 @ 5:00 PM (Central)

PROPOSAL PREPARATION INSTRUCTIONS

General Instructions The Full Proposal Submission must include both a Technical Volume and a Price Volume. The Technical Section must include an Intellectual Property sub-section that lists and details any data rights assertions. The Price Section must include a milestone payment schedule as shown in the SOO. Proposals shall reference this RFP number FA8682-24-R-0014.

Proposals containing data that is not to be disclosed to the public for any purpose or used by the Government except for evaluation purposes shall be marked accordingly on title page and identified at the page/paragraph level. Proposal pages should be labeled independently with the appropriate proprietary, competition sensitive, or data rights terminology. Acceptable data rights terminology includes “Limited, Unlimited, Government Purpose, or Restricted.”

Proposals shall be clear, concise, and shall include sufficient detail for effective evaluation and for substantiating the validity of state claims. The proposal should not simply rephrase or restate the

Government’s requirements but, rather, shall provide convincing rational to address how the Offeror meets these requirements.

Each Offeror shall submit proposals electronically via a combination of unclassified email, file transfer, or CD ROM format, in a format readable by Microsoft (MS) Word 2016, Adobe Acrobat X Pro, MS Excel 2016, and MS PowerPoint 2016, as applicable to Mr.

Garet Simmons via email at robert.simmons.37@us.af.mil.

Proposals shall be prepared in accordance with the following format:

1) Times New Roman 10 (or larger), single spaced, 8.5 by 11 inches.

2) Smaller type may be used in figures and tables but shall be clearly legible.

3) Margins on all sides (top, bottom, left, and right) shall be at least 1 inch.

Pages shall be numbered consecutively within the proposal. The page limits prescribed are maximum page limits. When both sides of a sheet display printed material, it shall be counted as two (2) pages. Cover pages, tables of contents, cross-reference matrix, tabs, and glossaries shall not be counted against prescribed page limits. Pages submitted in excess of these limits will not be read or considered in the Government’s evaluation of the proposal. Any excess pages will be removed by the Contracting Officer and will not be provided to the evaluation team.

Technical Volume (25 Page Limit)

Title Page Include Company Name, Title of Proposal, Date, Point of Contact Name, E-Mail Address, Phone Number, Address, and any subcontractors or team members. Include an abstract which provides a concise description of the proposal.

Propose a Technical Approach Describe the background and objectives of the proposed work, the approach, deliverables, and the resources needed to execute it. Include the nature and extent of the anticipated results. Include ancillary and operational issues such as certifications, algorithms, and any engineering/software development methodologies to be used. Provide a detailed project schedule that outlines the various phases of work to be accomplished by the proposed delivery date. Please Note: The final Phase 1 deliverable must be received no later than 4 months after date of award for Phase 1, and 12 months after award of Phase 1 for Phase 2. Finally, the proposals must identify any proprietary information or associated intellectual property. The proposal should discuss data rights associated with each item.

Government Support Required and GFP Identify the type of support, if any, the Company requests of the Government in general such as facilities, equipment, data, and information or materials. The proposal shall also include a breakout of any GFP that would be required to complete the proposed solution. At this time the Government does not intend to provide GFP.

Intellectual Property/Data Rights

Provide a good faith representation that you either own or possess appropriate licensing rights to all other intellectual property that will be utilized under your proposal. Additionally, your company shall provide a short summary for each item asserted with less than unlimited rights that describes the nature of the restriction and the intended use of the intellectual property in the conduct of the proposed research.

Price Volume (Excel document: No Page Limit; Narrative: 25 Page Limit)

Any OTA resulting from this RFP will be made on a Fixed Price basis in accordance with the terms and conditions of the CSO. The Company shall provide any other data or supporting information that is necessary for the determination of a fair and reasonable price. This can include commercial price catalog for hardware or software, labor rates, other direct costs (ex. supplies and material cost quotes), proposed travel, etc. as necessary to determine the associated costs. Costs should be aligned by calendar year and the following ALIN structure:

0001: Phase 1 Months 0-4 0002 (Option): Phase 2 Months 5-12

Price information shall include a narrative document that accompanies an Excel document. The Excel document shall have formulas intact and must not be locked.

Long Lead Material Identification/Barriers to Production (No Page Limit) The Government requests the contractor to identify barriers to production and required long lead materials integral to meeting the overall program schedule. This request reelects the requirement in the SOO under Paragraph 4.6, Task 6. This element will not factor into the overall evaluation process but will aid the Government in the planning process for potential future opportunities.

BASIS FOR PROPOSAL REVIEW

Proposals will be evaluated as they are received by Government subject matter experts. Proprietary information will be protected from potential competitors. Proposals will be evaluated using the following equally weighted criteria:

1) To what degree are innovative techniques being utilized to enhance and/or accelerate development contributing towards mission accomplishment.

a. Innovative means: Any technology, process, or method, including research and development that is new as of the date of submission of a proposal. This includes unique applications or adaptations of existing technology, processes, or methods.

2) Technical merit of the proposal with an emphasis on the required characteristics outlined in the SOO to include technical maturity, feasibility, and achievability.

3) The degree to which a defined commercialization path or strategy is demonstrated.

4) Risk of execution of the proposal performance schedule.

5) Price analysis to determine proposed price fair and reasonable.

*The extent GFP is required may impact the Government’s assessment of one, some, or all these evaluation factors.

Technical factors will be rated as follows:

a. Outstanding (3 points): The Offeror’s technical proposal indicates an exceptional approach and understanding of the requirements.

b. Good (2 points): The Offeror’s proposal indicates a thorough approach and understanding of the requirements.

c. Acceptable (1 points): The Offeror’s proposal meets requirements and indicated an adequate approach and understanding of the requirements.

e. Unacceptable (0 points): Proposal does not meet requirements of the solicitation.

Price will be rated as follows:

Price will be rated Reasonable or Unreasonable through the use of price analysis. For a price to be reasonable, it must represent a price that a prudent person would pay in conduct of a competitive business.

AWARDING

The Government will review your proposal using the criteria stated above while also considering overall value to the Government and acceptability of the final negotiated terms and conditions.

Upon review and availability of funds, the Government may choose to make one or more awards of a prototype OTA. No award will be made unless and until the Government can make a final determination that your project meets the statutory requirements for use of a prototype OTA According to 10 U.S.C. 4022 It meets the definition of a prototype project, enhances mission effectiveness and your company is a non-traditional defense contractor, small business, traditional defense contractor with significant participation by non-traditional defense contractors or a traditional defense contractor offering a 1/3 cost share.

ADDITIONAL INFORMATION

Your company shall be registered in the System for Award Management (SAM) at https://www.sam.gov/SAM/. The representations and certifications made by your Company, including those completed electronically via the SAM shall be incorporated by reference into any resulting OTA that is awarded from this RFP.

If you are partnering with another entity to conduct this prototyping effort, ensure you provide a copy of your partnering agreement with your proposal.

FOLLOW-ON PRODUCTION

In accordance with 10 U.S.C. 4022, and upon a determination that the prototype project for this transaction has been ‘successfully completed’, this competitively awarded prototype OTA may result in the award of a follow-on production contract or transaction without the use of competitive procedures.

This is a potential outcome for any prototype project awarded under the CSO process. Please note this will constitute a separate negotiation to ensure the company and government incorporate the outcomes which were ‘successfully completed’.

Successfully Completed: In accordance with DoD Policy the following definition of successfully completed shall be incorporated into the agreement and specified in the SOO: ‘A transaction for a prototype project is complete upon the written determination of the appropriate approving official for the matter in question that efforts conducted under a Prototype OT: (1) met the key technical goals of a project; (2) satisfied success metrics incorporated into the Prototype OT; or (3) accomplished a particularly favorable or unexpected result that justifies the transition to production.

Furthermore, successful completion can occur prior to the conclusion of a prototype project to allow the Government to transition any aspect of the prototype project determined to provide utility into production while other aspects of the prototype project have yet to be completed. Any Prototype OT shall contain a provision that sets forth the conditions under which that prototype agreement must be successfully completed.’

MANDATORY GOVERNMENT TERMS AND CONDITIONS:

This agreement is not governed by the Federal Acquisition Regulations and the government strives to provide flexibility in the use of commercial terms and conditions. However, there are a number non-negotiable terms and conditions that are based on law, process limitations, or other reasons.

These will be specifically annotated in the CSO attachments and articles accompanying this RFP.

Taking exception to any of the terms and conditions annotated as mandatory may jeopardize the Government’s ability to award an agreement.

Questions related to this RFP should be directed to:

Contracting: Garet Simmons; Robert.simmons.37@us.af.mil

Attachments:

Attachment 1: SOO Attachment 2: Draft ADRLs Attachment 3: Draft DD254 Attachment 4: ERAM Articles

ERAM ARTICLES

Note: Some ar cles require fill-ins to be provided by the offeror.

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 ASCA@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.

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 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

A. Obliga on The Government’s liability to make payments to the Performer is limited to only those funds obligated under this agreement.

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 in the SOO. 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. Authorized DoD users are no fied of pending ac ons by e-mail and are presented with a collec on of documents required to process the contrac ng or financial ac on. It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-refutable proof that the user electronically signed the document with the contents. Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, elimina ng unmatched disbursements and making all documenta on required for payment easily accessible.

6. The Performer is required to u lize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated in System for Award Management (SAM) at h p://www.sam.gov and (ii) register to use WAWF–RA at the h ps://wawf.eb.mil site, within ten (10) calendar days a er award of this Agreement. Step-by-step procedures to register are available at the h ps://wawf.eb.mil site. The Performer is directed to use the 2-in-1 format when processing invoices. The Performer shall maintain an ac ve registra on for “All Awards” in System for Award Management (SAM) throughout the life of the award. The Performer should submit a copy of the AOR approval of the milestone, as well as a copy of the milestone report, with each invoice. For WAWF Payment and Invoicing Support, email DAFInvoices@DAF.mil or contact WAWF help desk at 866-618- 5988 or email disa.global.servicedesk.mbx.eb- cket-requests@mail.mil.

*Below fill-ins will be completed by the reques ng Government ac vity and will be specific for each spiral.

a. For the “Issue By” DoDAAC, enter FA8682.

b. For the “Admin DoDAAC, enter FA8682.

c. For the “Service Acceptor AOR” fields, enter the Service Acceptor AOR DoDAAC.

d. Leave the “Inspect by” DoDAAC, “Ship From Code” DoDAAC, “Service Approver”, and

“LPO” DoDAAC fields blank unless otherwise directed by the Agreements Officer.

e. The following guidance is provided for invoicing processed under this Agreement through WAWF:

The AOR iden fied in Ar cle IV, "Agreement Administra on" shall con nue to formally inspect and accept the deliverables/ milestones. To the maximum extent prac cable, the AOR shall review the deliverable(s)/ milestone report(s) and either: 1) provide a wri en no ce of rejec on to the Performer which includes feedback regarding deficiencies requiring correc on, or 2) wri en no ce of acceptance to the DAF PM and Agreements Officer.

Acceptance within the WAWF system shall be performed by the AOR upon receipt of a confirma on email, or other form of transmi al, from the AOR.

The Performer shall send an email no ce to the AOR and upload the AOR approval as an a achment upon submission of an invoice in WAWF (this can be done from within WAWF).

Payments shall be made by DFAS (INSERT APPROPRIATE DFAS OFFICE NAME AND

DODAAC).

The Performer agrees, when entering invoices entered in WAWF to u lize the agreement line-item number (ALIN) and accoun ng classifica on reference number (ACRN) associated with each milestone as delineated in Paragraph 7 of the SOO. The descrip on of the CLIN shall include reference to the associated milestone number along with other necessary descrip ve informa on. The Performer agrees that the Government may reject invoices not submi ed in accordance with this provision.

Note for DFAS: The Agreement shall be entered into the DFAS system by ALIN – Milestone association (MS)/ACRN as delineated at Paragraph 7 of the SOO. The Agreement is to be paid out by ALIN (MS)/ACRN. Payments shall be made using the ALIN (MS)/ACRN association as delineated at Paragraph 7 of the SOO.

f. Payee Informa on: As iden fied at SAM.

Cage Code:

SAM UEI:

TIN:

6. Payments shall be made in the amounts set forth in Paragraph 7 of the SOO, provided the DAF

AOR has verified the accomplishment of the milestones.

7. Financial Records and Reports:

a. The Performer shall maintain adequate records to account for all funding under this

Agreement. Upon comple on or termina on of this Agreement, whichever occurs earlier, the Performer shall furnish to the AO a copy of the Final Report to the AO required by the spiral. The Performer’s relevant financial records are subject to examina on or audit on behalf of DAF by the Government for a period not to exceed three (3) years a er expira on of the term of this Agreement. The AO or designee shall have direct access to sufficient records and informa on of the Performer, to ensure full accountability for all funding under this Agreement. Such audit, examina on, or access shall be performed during business hours on business days upon prior wri en no ce and shall be subject to the security requirements of the audited party.

b. To the extent that the total government payments under the Agreement exceed $5,000,000, the Comptroller General of the United States, in its discre on, shall have access to and the right to examine records of any party to the Agreement or any en ty that par cipates in the performance of this Agreement that directly pertain, to and involve transac ons rela ng to, the Agreement for a period of three (3) years a er final payment is made. This requirement shall not apply with respect to any party to this Agreement or any en ty that par cipates in the performance of the Agreement, or any subordinate element of such party or en ty, that, in the year prior to the date of the Agreement, has not entered into any other contract, grant, coopera ve agreement, or other transac on agreement that provides for audit access to its records by a government en ty in the year prior to the date of this Agreement. This paragraph only applies to any record that is created or maintained in the ordinary course of business or pursuant to a provision of law. The terms of this paragraph shall be included in all sub-agreements/contracts to the Agreement.

Ar cle VII: Disputes

A. General

The Par es shall communicate with one another in good faith and in a mely and coopera ve manner when raising issues under this Ar cle.

B. Dispute Resolu on Procedures

1. Any disagreement, claim or dispute between The Government and the Performer concerning ques ons of fact or law arising from or in connec on with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Ar cle.

2. Whenever disputes, disagreements, or misunderstandings arise, the Par es shall a empt to resolve the issue(s) involved by discussion and mutual agreement as soon as prac cable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the no fica on made under subparagraph B.3 of this ar cle cons tute the basis for relief under this ar cle unless the Director of Contrac ng, Air Force Life Cycle Management Center in the interests of jus ce waives this requirement.

3. Failing resolu on by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by no fying the other Party in wri ng of the relevant facts, iden fy unresolved issues, and specify the clarifica on or remedy sought. Within five (5) working days a er providing no ce to the other Party, the aggrieved Party may, in wri ng, request a joint decision by the AFLCMC Senior Procurement Execu ve and senior execu ve, no lower than

(INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A

GREATER LEVEL OF IMPARTIALITY – THIS IS TO BE COMPLETED BY THE OFFEROR AT THE TIME OF SUBMISSION IAW SPIRAL INSTRUCTIONS) level, appointed by the Performer. The other Party shall submit a wri en posi on on the ma er(s) in dispute within thirty (30) calendar days a er being no fied that a decision has been requested. The AFLCMC Senior Procurement Execu ve and the senior execu ve shall conduct a review of the ma er(s) in dispute and render a decision in wri ng within thirty (30) calendar days of receipt of such wri en posi on. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon wri en request to the Deputy Director of Contrac ng, Air Force Life Cycle Management Center, made within thirty (30) calendar days of the expira on of the me for a decision under subparagraph B.3 above, the dispute shall be further reviewed.

The Deputy Director of DAF may elect to conduct this review personally or through a designee or jointly with a senior execu ve, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY THIS IS TO BE COMPLETED BY THE OFFEROR AT THE TIME OF SUBMISSION IAW SPIRAL INSTRUCTIONS) level, appointed by the Performer. Following the review, the Deputy Director of DAF or designee will resolve the issue(s) and no fy the Par es in wri ng. Such resolu on is not subject to further administra ve review and, to the extent permi ed by law shall be final and binding.

C. Limita on of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of DAF funding disbursed as of the me the dispute arises. In no event shall DAF be liable for claims for consequen al, puni ve, special and incidental damages, claims for lost profits, or other indirect damages.

Ar cle VIII: Safeguarding Covered Defense Informa on and Cyber Incident Repor ng

A. Background Protec on of Covered Defense Informa on (CDI), to include Controlled Unclassified Informa on (CUI) and Controlled Technical Informa on (CTI), is of paramount importance to DAF and can directly impact the ability of DAF to successfully conduct its mission. Therefore, this Ar cle requires the performer to protect CDI that resides on the performer’s informa on systems. This ar cle also requires the performer to rapidly report any cyber incident involving CDI.

B. Safeguarding CDI The performer shall implement NIST Special Publica on (SP) 800-171 Rev. 2 or as authorized by the Agreements Officer for CUI and CTI that resides on the performer’s informa on systems.

Consistent with NIST SP 800-171 Rev. 2, implementa on may be tailored to facilitate equivalent safeguarding measures used in the performer systems and organiza on. Any suspected loss or compromise of CDI that resides on the performer’s informa on systems shall be considered a cyber incident and require the performer to rapidly report the incident to DAF in accordance with paragraph C below.

C. Cyber Incident Repor ng

When the Performer discovers a cyber incident that affects a covered informa on system or the covered defense informa on residing therein, or that affects the performer’s ability to perform the requirements of the contract that are designated as opera onally cri cal support and iden fied in the contract, the Performer shall—

(i) Conduct a review for evidence of compromise of covered defense informa on, including, but not limited to, iden fying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor informa on system(s) that were part of the cyber incident, informa on systems on the Contractor’s network(s), that may have been accessed as a result of the incident in order to iden fy compromised covered defense informa on, or that affect the Contractor’s ability to provide opera onally cri cal support; and

(ii) Rapidly report cyber incidents to DoD at h ps://dibnet.dod.mil.

Cyber incident report. The cyber incident report shall be treated as informa on created by or for DoD and shall include, at a minimum, the required elements at h ps://dibnet.dod.mil.

Medium assurance cer ficate requirement. In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD-approved medium assurance cer ficate to report cyber incidents. For informa on on obtaining a DoD-approved medium assurance cer ficate, see h ps://public.cyber.mil/eca/

D. Public Release All informa on and data covered by this Ar cle must be reviewed and approved by DAF prior to any public release.

E. Lower Tier Agreements The performer shall include this Ar cle in all subcontracts or lower er agreements, regardless of er, for work performed in support of this Agreement.

F. Defini ons “Adequate security” means protec ve measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modifica on of informa on.

“Compromise” means disclosure of informa on to unauthorized persons, or a viola on of the security policy of a system, in which unauthorized inten onal or uninten onal disclosure, modifica on, destruc on, or loss of an object, or the copying of informa on to unauthorized media may have occurred.

“Contractor a ribu onal/proprietary informa on” means informa on that iden fies the contractor(s), whether directly or indirectly, by the grouping of informa on that can be traced back to the contractor(s) (e.g., program descrip on, facility loca ons), personally iden fiable informa on, as well as trade secrets, commercial or financial informa on, or other commercially sensi ve informa on that is not customarily shared outside of the company.

“Controlled technical informa on” means technical informa on with military or space applica on that is subject to controls on the access, use, reproduc on, modifica on, performance, display, release, disclosure, or dissemina on. Controlled technical informa on would meet the criteria, if disseminated, for distribu on statements B through F using the criteria set forth in DoD Instruc on

5230.24, Distribu on Statements on Technical Documents. The term does not include informa on that is lawfully publicly available without restric ons.

“Covered contractor informa on system means an unclassified informa on system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense informa on.

“Covered defense informa on” means unclassified controlled technical informa on or other informa on, as described in the Controlled Unclassified Informa on (CUI) A achment Registry at h p://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemina on controls pursuant to and consistent with law, regula ons, and Governmentwide policies, and is—

(1) Marked or otherwise iden fied in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmi ed, used, or stored by or on behalf of the contractor in support of the performance of the contract.

“Cyber incident” means ac ons taken through the use of computer networks that result in a compromise or an actual or poten ally adverse effect on an informa on system and/or the informa on residing therein.

“Forensic…