J-5 - Model Agreement - PIA TCs.docx

ATTACHMENT J-5

MODEL AGREEMENT – PIA TERMS AND CONDITIONS

TABLE OF CONTENTS

PART 1 - ADMINISTRATIVE INFORMATION

ARTICLE 1.1 - BACKGROUND, AUTHORITY, AND DEFINITIONS (DEC 2025)

ARTICLE 1.2 - ADMINISTRATIVE REQUIREMENTS, ORDER OF PRECEDENCE, DISAGREEMENTS (APR 2024)

ARTICLE 1.3 - ADMINISTRATIVE RESPONSIBILITIES (DEC 2025)

PART 2 - TERM

ARTICLE 2.1 - TERM OF THE AGREEMENT (DEC 2025)

ARTICLE 2.2 - EXTENDING THE TERM (DEC 2025)

ARTICLE 2.3 - MODIFICATIONS (JAN 2026)

ARTICLE 2.4 – RESERVED

ARTICLE 2.5 – OPTION TO EXTEND SERVICES (DEC 2025)

ARTICLE 2.6 - ORDERING PERIOD, TECHNICAL REQUIREMENTS & TOTAL AMOUNT OF THE AGREEMENT (DEC 2025)

ARTICLE 2.7 - COLLABORATIVE PROJECT ORDERING (CPO) PROCEDURES (DEC 2025)

ARTICLE 2.8 - TERMINATION (DEC 2025)

ARTICLE 2.9 - TRAFFICKING IN PERSONS (JAN 2026)

ARTICLE 2.10 - ENFORCEMENT (JAN 2026)

ARTICLE 2.11 - ANNUAL ELIGIBILITY REVIEW (JAN 2026)

PART 3 - MANAGEMENT OF THE PROGRAM

ARTICLE 3.1 – PROPERTY STANDARDS (JAN 2026)

ARTICLE 3.2 - SCOPE AND MANAGEMENT OF THE PROGRAM (JAN 2026)

ARTICLE 3.3 - BASE SUPPORT (JAN 2026)

ARTICLE 3.4 – PARTNERSHIP INTERMEDIARY ACCESS TO GOVERNMENT INSTALLATIONS (DEC 2025)

ARTICLE 3.5 - COMMON ACCESS CARDS (CAC) FOR PI PERSONNEL (DEC 2025)

ARTICLE 3.6 - ACCESS TO DoD BASES, GOVERNMENT FACILITIES AND/OR U.S. GOVERNMENT INFORMATION TECHNOLOGY NETWORKS (DEC 2025)

ARTICLE 3.7 - USING CLASSIFIED DATA (DEC 2025)

ARTICLE 3.8 – PROGRAM MANAGEMENT PLANNING PROCESS (JAN 2026)

PART 4 - FINANCIAL MATTERS

ARTICLE 4.1 - INCREMENTAL FUNDING (DEC 2025)

ARTICLE 4.2 – ALLOTTED FUNDING & PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (JAN 2026)

ARTICLE 4.3 - PROGRAM INCOME (DEC 2025)

ARTICLE 4.4 - RESERVED

ARTICLE 4.5 - STANDARDS FOR FINANCIAL MANAGEMENT (DEC 2025)

ARTICLE 4.6 - AUDIT REQUIREMENTS (DEC 2025)

ARTICLE 4.7 - RETENTION AND ACCESS TO RECORDS (DEC 2025)

ARTICLE 4.8 - REVISION OF COST PROPOSAL BUDGETS AND PROGRAM PLANS (DEC 2025)

ARTICLE 4.9 - PAYMENT-REIMBURSEMENT-WAWF (DEC 2025)

ARTICLE 4.10 – LIMITATION ON GOVERNMENT LIABILITY (JAN 2026)

PART 5 - CLAIMS, DISPUTES AND APPEALS

ARTICLE 5.1 - CLAIMS, DISPUTES, AND APPEALS (DEC 2025)

PART 6 - INTELLECTUAL PROPERTY RIGHTS

ARTICLE 6.1 - PROTECTION OF PROPRIETARY INFORMATION (DEC 2025)

ARTICLE 6.2 - DATA RIGHTS (DEC 2025)

ARTICLE 6.3 - INVENTIONS (JAN 2026)

ARTICLE 6.4 - RIGHTS NOT EXCLUSIVE AND TREATMENT OF GOVERNMENT FURNISHED INFORMATION CONCERNING INVENTIONS (JAN 2026)

ARTICLE 6.5 - EXPORT CONTROL (JAN 2026)

ARTICLE 6.6 - USING TECHNICAL INFORMATION RESOURCES (JAN 2026)

ARTICLE 6.7 - FOREIGN DISCLOSURE (JAN 2026)

ARTICLE 6.8 – FOREIGN ACCESS TO TECHNOLOGY (JAN 2026)

PART 7 - TECHNICAL AND FINANCIAL REPORTING

ARTICLE 7.1 - ANNUAL PROGRAM PLAN (JAN 2026)

ARTICLE 7.2 - ANNUAL REPORTING (JAN 2026)

ARTICLE 7.3 - QUARTERLY ACTIVITY REPORTS (JAN 2026)

ARTICLE 7.4 - MONTHLY STATUS REPORTS (JAN 2026)

ARTICLE 7.5 - PROJECT FINAL REPORTS (JAN 2026)

ARTICLE 7.6 - REPORTING FINANCIAL INFORMATION (JAN 2026)

ARTICLE 7.7 - REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (JAN 2026)

ARTICLE 7.8 - DISTRIBUTION OF PROJECT REPORTS (JAN 2026)

ARTICLE 7.9 - DISCLOSURE OF INFORMATION (JAN 2026)

ARTICLE 7.10 - REPORTING OF MATTERS RELATED TO PI INTEGRITY AND PERFORMANCE (JAN 2026)

PART 8 - MISCELLANEOUS

ARTICLE 8.1 - PROCUREMENT SYSTEM (JAN 2026)

ARTICLE 8.2 - CLOSEOUT, ADJUSTMENT, CONTINUING RESPONSIBILITIES AND COLLECTION - REIMBURSEMENT (JAN 2026) ARTICLE 8.3 - POTENTIAL ORGANIZATIONAL AND CONSULTANT CONFLICT OF INTEREST (JAN 2026) ARTICLE 8.4 - SYSTEM FOR AWARD MANAGEMENT (SAM), UNIVERSAL ENTITY IDENTIFIER (UEI), & COMMERCIAL AND GOVERNMENT ENTITY (CAGE) REQUIREMENTS (JAN 2026) ARTICLE 8.5 – PROHIBITION ON USING FUNDS UNDER AGREEMENTS WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS (JAN 2026)

ARTICLE 8.6 – ADMINISTRATIVE REQUIREMENTS FOR SUBAWARDS AND CONTRACTS (JAN 2026)

PART 9 - NATIONAL POLICY MATTERS AND ASSURANCES

ARTICLE 9.1 - MILITARY RECRUITING ON CAMPUS (JAN 2026)

ARTICLE 9.2 - U.S. FLAG AIR CARRIERS (JAN 2026)

ARTICLE 9.3 - ASSURANCES (JAN 2026)

ARTICLE 9.4 - OFFICIALS NOT TO BENEFIT (JAN 2026)

ARTICLE 9.5 - SECTION 889 (JAN 2026)

ARTICLE 9.6 - PROHIBITION ON A BYTEDANCE COVERED APPLICATION (JAN 2026)

ARTICLE 9.7 - OPERATIONS SECURITY (OPSEC) (JAN 2026)

PART 1 - ADMINISTRATIVE INFORMAITON

ARTICLE 1.1 - BACKGROUND, AUTHORITY, AND DEFINITIONS (DEC 2025)

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

B. Authority: This MOU/PIA is entered into pursuant to the authority of 10 U.S.C. 4124(f) and 15 U.S.C. 3715, "Use of Partnership Intermediaries." The authority of 10 U.S.C. 4124(f) permits the Director of a Center for Science, Technology, and Engineering Partnership to enter into a contract, memorandum of understanding or other transaction with a partnership intermediary that provides for the partnership intermediary to perform services for the DOW that increase the likelihood of success in the conduct of cooperative or joint activities of the Center with industry or academic institutions. The 15 U.S.C. 3715 authority permits the Federal employee who is the Contracting Officer to enter into a contract or memorandum of understanding with a partnership intermediary that provides for the partnership intermediary to perform services for the Federal laboratory that increase the likelihood of success of the conduct of cooperative or joint activities of such Federal laboratory with small business firms, institutions of higher education as defined in section 1001 of title 20, or educational institutions within the meaning of section 2194 of title 10.

In accordance with AFI 61-301 paragraph 2.1.2, Mr. Devin L. Cate, Deputy Assistant Secretary of the Air Force Logistics and Product Support performing the duties of the Deputy Assistant Secretary of the Air Force (Science, Technology and Engineering) granted approval to renew a Partnership Intermediary to perform services for the laboratory that increase the likelihood of success in the conduct of cooperative or joint activities of the laboratory consistent with Partnership Intermediary Agreement (PIA) Authorities.

C. Definitions:

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

2. "Parties" as used herein shall refer to AWARDEE TBD and the United States of America, hereinafter called the Government, represented by the U.S. Air Force, Air Force Research Laboratory (AFRL), Air Force Office of Scientific Research (AFOSR).

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

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

5. "Proprietary Information" means all information designated as proprietary in accordance with law and regulation and held in confidence or disclosed under restriction to prevent uncontrolled distribution. Examples include limited or restricted data, trade secrets, sensitive financial information, or computer software, and may appear in cost and pricing data or involve technology information. In order to be treated as proprietary under the terms of this agreement the information must be marked indicating it is proprietary or has limited distribution. Failure to mark will waive any claim of protection as proprietary information.

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

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

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

ARTICLE 1.2 - ADMINISTRATIVE REQUIREMENTS, ORDER OF PRECEDENCE, DISAGREEMENTS (APR 2024)

A. Administrative Requirements: This award is governed by the guidance in 2 Code of Federal Regulations (CFR) part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," as modified and supplemented by the Department of Defense's (DoD) implementation found at 2 CFR § 1104, "Implementation of Governmentwide Guidance for Grants and Cooperative Agreements in 2 CFR § 200" (85 FR 51160, August 19, 2020), all of which are incorporated herein by reference. Provisions of Chapter I, Subchapter C of Title 32, CFR, "DoD Grant and Agreement Regulations," other than parts 34 and 37, continue to be in effect and are incorporated herein by reference, with applicability as stated in those provisions.

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

1. Federal statutes

2. Federal regulations

3. 2 CFR § 200, as modified and supplemented by DoD's implementation found in 2 CFR § 1104.

4. Award-specific terms and conditions

5. Attachments to this award

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

ARTICLE 1.3 - ADMINISTRATIVE RESPONSIBILITIES (DEC 2025)

A. Government representatives are:

AFOSR Contracting Officer:

Bhawana Sharma 875 N. Randolph Street Arlington, VA 22203 Phone: (703) 946-3212 e-mail: bhawana.sharma@us.af.mil

AFOSR Program Manager/ Primary Contracting Officer Representative:

Leah Haugen 875 N. Randolph Street Arlington, VA 22203 Phone: (612) 840-3906 e-mail: leah.haugen.1@us.af.mil

AFOSR Alternate Contracting Officer Representative:

Captain Anthony Hagey 875 N. Randolph Street Phone: (703) 696-9562 e-mail: anthony.hagey.1@us.af.mil

PIA Administrative Office:

TBD

PIA Payment Office:

TBD

Servicing Staff Judge Advocate’s Office (for reporting):

Major Sarah Racataian Frick 875 N. Randolph Street Arlington, VA 22203 Phone: (661) 857-6002 Email: sarah.racataian_frick@us.af.mil

B. For the Partnership Intermediary:

Awardee Name TBD Awardee Address TBD

Contracts Representative:

Name: TBD Address: TBD Phone: TBD E-Mail: TBD

Program Manager:

Name: TBD Address: TBD Phone: TBD E-Mail: TBD

PART 2 - TERM

ARTICLE 2.1 - TERM OF THE AGREEMENT (DEC 2025)

The term of this agreement is 60 months, plus the 6-month optional extension of services if exercised. If all funds are expended prior to the end of the term, the parties have no obligation to continue and may elect to cease performance at that point. Articles in this agreement which by their express terms or by necessary implication, apply for periods of time other than as specified in this article shall be given effect, notwithstanding this article.

ARTICLE 2.2 – EXTENDING THE TERM (DEC 2025)

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

ARTICLE 2.3 - MODIFICATIONS (JAN 2026)

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

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

ARTICLE 2.5 – OPTION TO EXTEND SERVICES (DEC 2025)

The Government may require continued performance of any services within the limits and at the rates specified in the last 12 months of the PIA. This option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the PI within 30 days.

ARTICLE 2.6 - ORDERING PERIOD, TECHNICAL REQUIREMENTS & TOTAL AMOUNT OF THE AGREEMENT (DEC 2025)

A. Ordering Period: The ordering period for this PIA is 60 months, plus the 6-month optional extension of services if exercised. All CPOs and reports shall be completed and submitted within this period of performance.

B. Technical Requirements: The PI shall perform in accordance with the Statements of Work (SOW) in the Attachments section. The overall management, including technical, programmatic, reporting, and financial and administrative matters, of the coordinated technology transfer program established under this PIA shall be accomplished by the PI.

The PI shall submit all documentation required by the articles in Part 7 of this PIA, “Technical and Financial Reporting”.

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

The AFOSR Program Manager / Contracting Officer Representative will interact with the PI to promote the effective collaboration between the Air Force, industry, academia, and other Government agencies.

C. The total amount of the agreement: The total Government Share on this agreement shall not exceed $80M.

ARTICLE 2.7 - COLLABORATIVE PROJECT ORDERING (CPO) PROCEDURES (DEC 2025)

A. Collaborative Project Orders (CPOs) will be issued to assign specific projects to the PI. The CPOs shall consist of a single work package, with desired start/stop dates and estimated person-hour expenditures. Before initiation of work on an individual CPO, the Government shall request, and the PI shall provide a proposal as per the below instructions.

CPO technical proposals submitted to the Government shall include the following:

1. Objective: A brief overview of the collaborative effort and what is to be accomplished.

2. Scope: A discussion of the nature and scope of the effort and a description of the technical approach, objectives/goals, and major milestones. Key elements of the scope will be task development and production of deliverables.

3. Description of Work: A description of tasks, which represent the work to be performed, developed in an orderly progression and in enough detail to establish the feasibility of accomplishing the overall program goals.

4. Period of Performance and Project Completion Schedule.

5. Personnel: Resumes of proposed principals and key personnel shall be provided. The qualifications, capabilities, and demonstrated achievements of all team members who shall be involved in the effort should be addressed.

6. Additional information: Discussion of prior work in the area if applicable, descriptions of available equipment, and data and facilities.

7. Technical & Contracting Points of Contact.

8. Format: PDF format.

8. Page limitation: The technical proposal should be no longer than twenty-five (25) pages.

Price narrative and MS Excel Workbook price proposals submitted to the Government shall at a minimum include the following:

1. A summary of all labor and material pricing for the project.

2. A summary of all labor hours by team member, task, and period of performance.

3. Total estimated manhours and price.

4. The basis of estimate and rationale for all pricing proposed.

5. A description, including dollar value, of other non-Air Force federally funded activities that relate to the effort to be conducted under the CPO.

6. Format: PDF format for the price narrative. The MS Excel Workbook will have all formulas and calculations in the workbook, without manually calculated and entered values.

7. Page limitation: The supporting price narrative should be no longer than ten (10) pages.

8. The PI shall provide supporting other than cost and pricing data to the Government upon request.

B. Proposal submission timeline: The PI shall be allowed a twenty (20) day response time (unless otherwise specified in the CPO request for proposal) to provide a CPO proposal from the date of receipt of the request.

C. Method of proposal submission: The proposal shall be emailed to the AFOSR Contracting Officer and AF Program Manager / Contracting Officer Representative.

D. CPO issuance and management: CPOs shall be issued by agreement modification and shall be identified by a separate Accounting Classification Reference Number (ACRN) under this Agreement. The PI shall administer each CPO after authorization is given to proceed. The PI shall exercise administrative and financial management functions during each effort, including but not limited to scheduling of activities and milestones; describing status; outlining program progress toward accomplishment of objectives; planning, forecasting, and making recommendations on funding/funding changes; program planning; and providing a detailed description of the overall results of the program. The PI shall not exceed the total estimated cost, person-hours, or stop date; if the CPO cannot be completed within these parameters, the PI shall provide the AF Contracting Officer a proposal explaining the reasons for the CPO adjustment. The AF Contracting Officer may amend the CPO, subject to the availability of required Government funding, through a modification to this Agreement. An AF Contracting Officer is the only individual authorized to award a CPO under this Agreement; his/her signature and obligation of funding shall initiate each project.

ARTICLE 2.8 - TERMINATION (DEC 2025)

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

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

C. The Government and the PI shall negotiate in good faith an equitable reimbursement for work performed toward accomplishment of program goals. The Government shall allow full credit to the PI for the Government share of the obligations properly incurred by the PI prior to termination, and those non-cancelable obligations that remain after the termination.

D. If this agreement is incrementally funded, it may be terminated in the absence of additional government funding as set forth in Article 4.1 entitled “Incremental Funding”.

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

F. If this agreement is terminated, the Government has the rights identified in and the PI shall comply with Article 8.2 entitled “Closeout, Adjustment, Continuing Responsibilities and Collection-Reimbursement”.

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

ARTICLE 2.9 - TRAFFICKING IN PERSONS (JAN 2026)

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

ARTICLE 2.10 - ENFORCEMENT (DEC 2025)

In addition to the remedies identified in Article 2.8 entitled “Termination”, the Government may use any of the remedies identified in 2 CFR § 200.339 when determined appropriate.

ARTICLE 2.11 - ANNUAL ELIGIBILITY REVIEW (JAN 2026)

The Government Contracting Officer will accomplish an annual review of the PI’s eligibility status in accordance with the eligibility requirements identified in the solicitation under which this PIA was issued. The PI shall immediately notify the Government Contracting Officer if eligibility status changes anytime during the term of this Agreement.

PART 3 - MANAGEMENT OF THE PROGRAM

ARTICLE 3.1 - PROPERTY STANDARDS (JAN 2026)

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

Upon completion of the award, the PI shall request disposition instructions from the Contracting Officer.

ARTICLE 3.2 - SCOPE AND MANAGEMENT OF THE PROGRAM (JAN 2026)

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

B. The PI shall perform a coordinated technology transfer/transition program carried out in accordance with the statements of work in the Attachments section. The PI shall submit all documentation required by the articles in Part 7 of this PIA, “Technical and Financial Reporting”.

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

ARTICLE 3.3 - BASE SUPPORT (JAN 2026)

The need for base support will be determined by the AF Contracting Officer on individual CPOs if applicable.

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

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

ARTICLE 3.4 – PARTNERSHIP INTERMEDIARY ACCESS TO GOVERNMENT INSTALLATIONS (DEC 2025)

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

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

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

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

E. When work under this Agreement requires unescorted entry to controlled or restricted areas, the PI shall comply with Government security personnel instructions.

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

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

ARTICLE 3.5 - COMMON ACCESS CARDS (CAC) FOR PI PERSONNEL (DEC 2025)

A. For installation(s)/location(s) cited in individual CPOs (if applicable), the PI shall ensure Common Access Cards (CACs) are obtained by all PI or subcontract personnel who meet one or both of the following criteria:

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

(i) the unclassified environment; or

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

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

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

1. The PI shall provide a list of personnel who require a CAC to the AF Contracting Officer. The government shall provide the PI instruction on how to complete the Contractor Verification System (CVS) application and then notify the PI when approved.

2. PI personnel shall obtain a CAC from the nearest Real Time Automated Personnel Identification Documentation System (RAPIDS) Issuing Facility (typically the local Military Personnel Flight (MPF)).

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

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

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

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

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

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

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

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

ARTICLE 3.6 - ACCESS TO DoD BASES, GOVERNMENT FACILITIES AND/OR U.S. GOVERNMENT INFORMATION TECHNOLOGY NETWORKS (DEC 2025)

Information regarding non-US citizens Assigned to this Agreement –

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

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

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

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

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

ARTICLE 3.7 - USING CLASSIFIED DATA (DEC 2025)

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

ARTICLE 3.8 – PROGRAM MANAGEMENT PLANNING PROCESS (JAN 2026)

A. The Program Plan provides a detailed schedule of project activities, commits the recipient to use its best efforts to meet specific performance objectives, includes forecasted expenditures and describes the payable milestones if applicable. The Program Plan will consolidate all prior adjustments in the program schedule, including revisions/modifications to payable milestones if applicable.

B. For the first agreement year, the recipient will follow the plan as set forth in the Statement of Work (per the PI's proposal).

C. The plan shall be updated, with the AF Program Manager / Contracting Officer Representative involvement, in each subsequent agreement year to reflect any changes necessary.

PART 4 - FINANCIAL MATTERS

ARTICLE 4.1 - INCREMENTAL FUNDING (DEC 2025)

A. The ceiling for this PIA shall not exceed $80M. No funds will be obligated on the PIA. Funds will be obligated on each CPO issued under the PIA.

B. To minimize interruption of effort due to lack of funds, the PI shall notify the AF Contracting Officer that issued the CPO in writing whenever the amount of funds expended under the CPO, when added to anticipated costs for the following 60 days, will exceed 75% of the amount allotted by the Government. If, after notification, additional funds are not allotted, the parties agree the CPO may be terminated. The PI is not obligated to continue performance or otherwise incur costs in excess of the amount then allotted by the Government to the CPO until the AF Contracting Officer notifies the PI in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to the CPO. When and to the extent that the amount allotted by the Government to the CPO is increased, any costs the PI incurs before the increase that are in excess of the amount previously allotted by the Government to the CPO shall be allowable to the same extent as if incurred afterward, unless the AF Contracting Officer issues a termination or other notice and directs the increase is solely to cover termination or other specified expenses.

ARTICLE 4.2 - ALLOTTED FUNDING & PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (JAN 2026)

The basic PIA will not be funded. Funding will be obligated on each CPO awarded under this Agreement. Corresponding payment instructions will be provided on each CPO.

ARTICLE 4.3 - PROGRAM INCOME (DEC 2025)

Program income shall be handled in accordance with 2 CFR § 200.307.

ARTICLE 4.4 - RESERVED

ARTICLE 4.5 - STANDARDS FOR FINANCIAL MANAGEMENT (DEC 2025)

The PI's financial management system shall comply with the standards identified in 2 CFR § 200.302. The PI shall maintain transparent financial reporting at both the PIA and CPO levels, including labor, indirects, and other direct costs (ODCs), in a manner sufficient to support Government oversight, reconciliation, and audit. The PI shall maintain internal controls sufficient to prevent unallowable costs, improper allocation, duplication, or commingling of funds across CPOs or sponsors. The PI shall ensure subcontractors, consultants, and collaborators comply with these standards. All fixed amount subawards must meet the requirements of 2 CFR § 200.201.

ARTICLE 4.6 - AUDIT REQUIREMENTS (DEC 2025)

The PI shall comply with the audit requirements of 2 CFR 200, Subpart F Audit Requirements. Sub-recipient(s) shall comply with the audit requirements appropriate for the type of entity receiving the award as required. The PI shall provide timely access to financial records, supporting documentation, and cost data, as reasonably requested by the Government for oversight, reconciliation, audit, or review purposes.

ARTICLE 4.7 - RETENTION AND ACCESS TO RECORDS (DEC 2025)

The PI's financial records, supporting documents, statistical records, and all other records pertinent to this agreement shall be retained and access to them permitted in accordance with 2 CFR § 200.334 through 2 CFR § 200.338.

ARTICLE 4.8 - REVISION OF PRICE PROPOSAL BUDGETS AND PROGRAM PLANS (DEC 2025)

The PI shall report any deviations from the approved price proposal budget and program plans and shall request authorization for any revisions in accordance with 2 CFR § 200.308. The PI shall obtain prior Government review and approval for any changes.

ARTICLE 4.9 – PAYMENT REIMBURSEMENT IN THE WIDE AREA WORK FLOW (WAWF) APPLICATION IN THE PROCUREMENT INTEGRATED ENTERPRISE ENVIRONMENT (PIEE) (DEC 2025)

A. The PI shall register in PIEE at https://piee.eb.mil to have access to both the WAWF PIEE and MyInvoice applications. The PI must request payment using an electronic grant voucher Standard Form (SF) 270, Request for Advance or Reimbursement submission through the WAWF application. WAWF has been designated as the Department of Defense (DoD) standard for electronic invoicing and payment. The PI can check the status of their payments through the WAWF PIEE or my Invoice applications.

B. The electronic funds transfer (EFT) payment method must be used for this PIA.

C. The following codes will be required to process SF 270 submissions and route requests and emails correctly through the WAWF PIEE application:

Tele: (612) 840-3906, leah.haugen.1@us.af.mil

D. Most payments are made within 30 calendar days as described at 2 CFR 200.305. The PI can check the status of their payments through the WAWF PIEE or my Invoice applications. The customer service telephone number for Defense Finance and Accounting Services (DFAS) is 1-800-756-4571 Option 4, then select the option associated with the pay office DODAAC indicated in the table above. For additional information, you may also visit DFAS website at https://www.dfas.mil/dfas/AskDFAS/.

ARTICLE 4.10 – LIMITATION ON GOVERNMENT LIABILITY (JAN 2026)

In performing this PIA, the PI is not authorized to make expenditures or incur obligations exceeding the amount obligated by the Government on the CPOs. In no event is the Government obligated to reimburse the Recipient for expenditures in excess of the total funds allotted by the Government on the CPOs.

PART 5 - CLAIMS, DISPUTES AND APPEALS

ARTICLE 5.1 - CLAIMS, DISPUTES, AND APPEALS (DEC 2025)

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

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

C. Claims Resolution Process. When a claim cannot be resolved by the parties, the parties agree to use the procedures identified in 32 CFR § 22.815 as the administrative process to resolve claims, disputes and appeals.

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

PART 6 - INTELLECTUAL PROPERTY RIGHTS

ARTICLE 6.1 - PROTECTION OF PROPRIETARY INFORMATION (DEC 2025)

A. The PI may gain access to proprietary information of other companies during the performance under this PIA. The PI agrees to enter into agreements with any such company to:

1. Protect the other company's proprietary information from unauthorized use or disclosure for as long as it is considered proprietary by the other company, and

2. Refrain from using the information for any purpose other than for which it was furnished.

B. Upon request by the AF Contracting Officer, the PI shall furnish copies of these agreements to the AF Contracting Officer and AF Program Manager / Contracting Officer Representative. These agreements are not intended to protect information which is furnished voluntarily without restriction, or which is available to the Government or a Contractor from other sources without restriction.

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

ARTICLE 6.2 - DATA RIGHTS (DEC 2025)

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

B. The PI hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, paid-in-full license to use, duplicate, or disclose for Governmental purposes any data, technology, and inventions, whether patented or not, made or developed under this PIA.

C. The PI is responsible for affixing appropriate markings indicating the rights of the Government on all data and technical data delivered under the Agreement. The Government shall be deemed to have unlimited rights in all data and technical data delivered without markings or nonconforming markings.

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

ARTICLE 6.3 - INVENTIONS (JAN 2026)

A. 37 CFR 401, entitled "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements" is hereby incorporated by reference. The language in Section 401.14 is modified as follows: replace the word "contractor" with "Recipient" or "Partnership Intermediary"; replace the words "agency", "Federal Agency", and "funding Federal Agency" with "Government"; replace the word "contract" with "agreement" or "Memorandum of Understanding"; delete paragraphs (g)(2) and (g)(3), as well as the words "to be performed by a small business firm or domestic nonprofit organization" from paragraph (g)(1); and in paragraph (1), Communications, the point of contact on matters relating to this information will be the servicing Staff Judge Advocate's office, identified elsewhere in this Agreement.

B. The PI shall file Invention (Patent) Reports as of the close of performance year and at the end of the term for this Agreement. Annual reports are due 90 days after the end of each year of performance and final reports are due 90 days after the expiration of the final performance period. The PI shall use DD Form 882, Report of Inventions and Subcontracts, to file the inventions reports. The DD Form 882 shall be used for the notification of any subaward(s) for experimental, developmental or research work in support of technology transfer/transition which contain a “Patent Rights” clause. Negative reports are also required. The PI shall submit the DD Form 882 report via email to pkcontracting@afosr.af.mil, with a courtesy copy (cc:) to the AF Program Officer and AF Contracting Officer. Include in the subject line of the e-mail the agreement number followed by the words “Invention Reporting.”

C. All other notifications (e.g., disclosure of each subject invention shall be submitted to the AF Contracting Officer within 2 months after the inventor discloses it) and shall also be sent to pkcontracting@afosr.af.mil with a cc: to the AF Program Officer.

D. The following information is required for any subject invention for which the PI has retained ownership:

1. The filing date

2. Serial number and title

3. A copy of the patent application

4. Patent number and issue date.

Submittal shall be to the AF Contracting Officer with a cc: to the AF Program Officer.

E. Final payment cannot be made, nor can the Agreement be closed out until the PI delivers to the Government all disclosures or subject inventions required by this Agreement, an acceptable final report pursuant to Article 7.5, and all confirmatory instruments.

F. The PI agrees not to hold the U.S. Government responsible for any and all patent infringement cases that may arise under research projects conducted under this PIA. In addition, the PI shall indemnify the Government against all claims and proceedings for actual or alleged direct or contributory infringement of, or inducement to infringe, any U.S. or foreign patent, trademark, or copyright that may arise under this PIA. The PI shall hold the Government harmless from any resulting liabilities and losses provided the PI is reasonably notified of such claims and proceedings.

ARTICLE 6.4 - RIGHTS NOT EXCLUSIVE AND TREATMENT OF GOVERNMENT FURNISHED INFORMATION CONCERNING INVENTIONS (JAN 2026)

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

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

ARTICLE 6.5 - EXPORT CONTROL (JAN 2026)

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

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

1. The Export Administration Act of 1979, as amended (50 U.S.C. App § 4601, et seq.).

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

3. The Atomic Energy Act of 1954 [42 U.S.C. 2011 et seq.]

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

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

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

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

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

ARTICLE 6.6 - USING TECHNICAL INFORMATION RESOURCES (JAN 2026)

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

ARTICLE 6.7 - FOREIGN DISCLOSURE (JAN 2026)

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

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

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

ARTICLE 6.8 – FOREIGN ACCESS TO TECHNOLOGY (JAN 2026)

A. Definitions.

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

"Know-how" means all information including, but not limited to, discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications,…