Memorandum_of_Agreement_(MOA).docx

CONTRACTOR MEMORANDUM OF AGREEMENT FOR AIR FORCE RESEARCH LABORATORY SOFTWARE AND TECHNICAL DATA FOR REVIEW PURPOSES

I / we the undersigned, authorized representative(s) of _____________________ (hereinafter referred to as _____) request release of U.S. Air Force Research Laboratory, Information Directorate (AFRL/RI) software, documents, and technical data described in paragraph a below for use in preparation of a proposal in response to Solicitation Number FA8750-19-R-0001 (the Solicitation), and agrees to the following:

a. NON-DISCLOSURE AGREEMENT for AFRL/RI software/algorithms/data identified in this paragraph. ____________ requests from AFRL/RI software and technical data.

The request is for the following:

· Documentation and Source Code for both legacy and enterprise toolsets. Legacy toolset Documentation includes files for WebTAS, CIDNE, INDURE, Project Tool Foundation, MAAPTK, C2CORE Air, and C2CORE Cyber. Enterprise Toolset Documentation includes files for WebTAS Enterprise, CIDNE, MAS, Runway, and Topic Builder. Source Code files include WE 2.1.2, Topic Builder 3.1.1, CIDNE 2.3.9, C2CORE Air 3.7.1.2, C2CORE Cyber 2.1.2.1, and MAAPTK 2.2.0.2.

In consideration, therefore, _______________________agrees:

(1) That the Software and Documentation shall be used only for internal review purposes regarding the requirements and scope of the Government work as described in the Performance Work Statement;

(2) To strictly abide by and adhere to any and all restrictive markings placed on the products, and requester shall not knowingly disclose or release the products to any third parties except subcontractors who the prime contractor will specifically identify in its proposal and who have themselves executed an agreement with the prime contractor that it shall be bound by the terms of this Memorandum of Agreement as if the subcontractor had entered into it with AFRL/RI as if it were a prime contractor;

(3) That the requesting contractor will not make any copies, modifications, and derivative works, or any parts or portions thereof, in any form, manner or substance, which are produced by or for the contractor including, but not limited to, incorporation of the products into any other data, technical data, computer software, computer software documentation, computer programs, or other information of like kind, type or quality.

(4) Notwithstanding the foregoing, not to publish, display, loan, transfer, assign or sublicense the Software, Documentation or any part thereof;

(5) The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by the United States Government and any Copyright holder as stated in the Software. If applicable, open source software components provided with the Software are licensed to you under the terms of the applicable license agreements included with such open source software components.

b. WAIVER OF WARRANTIES AND LIMITATIONS OF DAMAGES AGREEMENT: ______________ and AFRL/RI agree that:

(1) No guarantees, representations, or warranties either expressed or implied shall be construed to exist in any language, provision, or term contained in this Memorandum of Agreement, or in any other documentation provided by AFRL/RI (all such items are collectively referred to as “the Agreement”). Furthermore, AFRL/RI disclaims and the requesting contractor waives and excludes any and all warranties of merchantability and any and all warranties of fitness for any particular purpose;

(2) The requesting contractor shall obtain from AFRL/RI all of the products (defined in the Non-Disclosure Agreement above), or any other products or services contemplated by the Agreement, in an “as is” condition.

c. OTHER PROVISIONS:

(1) The requesting contractor and AFRL/RI intend that all agreements under this Memorandum of Agreement shall be governed by the laws of the United States of America.

(2) This Agreement is effective upon receiving, installing or using the Software/Documentation and shall continue until it is terminated. You may terminate this Agreement at any time by destroying or returning to AFRL/RI all copies of the Software and Documentation in your possession or under your control. AFRL/RI may terminate this Agreement for convenience and for any or no reason. This Agreement is terminated upon the closing date and time of proposal submission under solicitation FA8750-19-R-0001. Upon termination or notification of termination, you agree to destroy or return to AFRL/RI all copies of the Software and Documentation and to certify in writing, if so requested by AFRL/RI, that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Agreement.

REQUESTER

Contractor Name Address

Signature: Typed name, position title

Date: ______________________

USAF APPROVING AUTHORITY

AFRL/RIEBB

525 Brooks Road Rome, NY 13441-4505

Signature:

Dawn A. Mazza, Contracting Officer’s Representative (COR)

Date: ______________________