Attachment_L_Model_Cooperative_Agreement_11-21-24.docx

Agreement.: HR0011242XXXXKey:

Green Text – Instructional / to be filled-in. Please edit keep text green Blue Text – Items that may or may not be in the final OT. Do not edit Black Text – Items that will not change in final OT. Do not edit

Cooperative Agreement No.: HR001124XXX Purchase Requisition No.: HR0011XXXXX Effective Date: XX XXX XXXX DARPA’s Assistance Listing Number: 12.910 DoDAAC: HR0011

Recipient Identification Numbers/Codes:

Total Amount of Base and Unexercised Option: $XXX,XXX Total Amount of Cost-Share: $XXX,XXX Total Amount Inclusive of the Base, Unexercised Option, [and Cost-Share]: $XXX,XXX The approved budget includes committed XX% cost share. By accepting this cooperative agreement, awardee has verified that the committed cost share included in the approved budget meets all of the criteria as stated in §200.306(b). Awardee shall report cost share expenditure in the final financial report.

Total Funds Obligated: $XXX,XXX

Accounting and Appropriation Data:

CLIN/

SUBCLIN

Payment Office Information:

[Insert DFAS Office Name] [Insert DFAS Office Address] DoDAAC: XXXXX

[AWARD SUBJECT TO ELECTRONIC FUNDS TRANSFER (EFT) REQUIREMENT]

Authority: This Agreement is issued pursuant to the authority of 10 U.S.C. § 4001, as amended.

COOPERATIVE AGREEMENT SCHEDULE

1. Purpose: The purpose of this Agreement is to fund research supporting the Defense Advanced Research Projects Agency’s (DARPA’s) XXXX Program. This effort shall be carried out generally as set forth in Exhibit B, Research Description Document, dated XX XXX XX, and in the Recipient’s proposal titled, “XXXXXX”, dated XX XXX XX and revised XX XXX XX, copies of which are in the possession of both parties.

2. Term: (a) The term of the Phase 1 - Base Period for this Agreement commences on the effective date of the award and continues for twelve (12) months after award through XXXX.

(b) The Recipient shall make all requests for no-cost period of performance extensions, in writing, to the Grants Officer and Administrative Grants Officer, by no later than 30 days prior to the end of the current period of performance. The Administrative Grants Officer is delegated authority to grant such request, via modification to the Agreement, after receiving approval from the Grants Officer's Representative.

3. Terms and Conditions: This Agreement is subject to the terms and conditions set forth in the attached Exhibit A, entitled “DARPA AGENCY SPECIFIC TERMS AND CONDITIONS,” and to any special terms and conditions in this Cooperative Agreement Schedule, and the Intellectual Property Assertion List provided in the attached Exhibit D.

4. Grants Officer’s Representative: The Grants Officer’s Representative (GOR) representing the Government under this Cooperative Agreement is:

[Insert Recipient’s Name, Address, Number, E-mail, and DoDAAC]

The GOR Appointment Memo is provided as Exhibit C to this Agreement.

5. Miscellaneous Point of Contacts (POCs): The following POCs are provided in reference to Exhibit A, Article 5:

a) [Insert Program Manager’s Name] (Program Manager) Defense Advanced Research Projects Agency Biological Technologies Office (BTO) 675 N. Randolph Street, Arlington, VA 22203-2114 E-mail: XXXXX

b) [Insert Grants Officer’s Name] (Grants Officer) Defense Advanced Research Projects Agency Contracts Management Office (CMO) 675 N. Randolph Street, Arlington, VA 22203-2114 E-mail: XXXXX

d) Ryann Glaccum (Assistant Director, Program Management (ADPM)) Defense Advanced Research Projects Agency Biological Technologies Office (BTO)

6. Administrative Grants Office: The Administrative Grants Office (AGO) for this Cooperative Agreement is:

[Insert Administrative Grants Office’s Name. Address, DoDAAC]

7. Principal Investigator: The Principal Investigator shall be responsible for this effort.

[Insert Principal Investigator’s Name, Address, Number. E-mail]

The Recipient agrees to notify the Grants Officer, GOR and AGO before changing the Principal Investigator.

8. Cooperative Agreement Funding: This Agreement is fully funded in the amount of $XXXXX. The Government’s obligation to make payments to the Recipient is limited to only those funds obligated by this Agreement or by modification to this Agreement.

The Recipient shall notify the Grants Officer and AGO in writing promptly whenever the total Agreement amount is expected to exceed the needs of the Recipient for the project period by more than 5% of the award. This notification shall not be required if an application for additional funding is submitted for a continuation award.

9. Payments: Payments will be made to the Recipient on a reimbursement basis and shall be made by electronic funds transfer in accordance with the account information provided to the System for Award Management (SAM).

10. Substantial Involvement: Substantial involvement is expected between the U. S. Government and the Recipient when carrying out the activity contemplated in this Cooperative Agreement. It will include the U. S. Government's (a) sharing responsibility for the management, control, direction, or performance of the project, and (b) retaining the right to intervene in the conduct or performance of the project.

The substantial involvement will preliminarily include but is not limited to influencing the direction of the research when assessing the success of each of the approaches and supporting those deemed to have the greatest probability of meeting the XXXX program goals and will include the U.S. Government's direction of activities to develop the research protocols necessary to complete the work and the approval of analysis mechanisms.

11. Option: Reserved.

12. List of Exhibits:

Exhibit A – DARPA Agency Specific Terms and Conditions (Insert Date) Exhibit B – Research Description Document (Insert Date) Exhibit C – GOR Appointment Memo (Insert Date) Exhibit D – Intellectual Property Assertions (Insert Date)

FOR [INSERT PERFORMER’S NAME]

FOR THE UNITED STATES OF AMERICA, DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

(Signature)

[Insert Grants Officer’s Name], Grants Officer Contracts Management Office

(Name, Title

(Date)

(Date)

[Exhibit A Green Text is for the Grants Officer to complete: Delete instructional/information texts for consideration and non-applicable items/optional items. If items are deleted/added, reminder to renumber items within your paragraphs and that your paragraph numbers match your table of contents.]

EXHIBIT A

Insert Date

DARPA AGENCY SPECIFIC TERMS AND CONDITIONS

This award is subject to the DoD Research and Development (R&D) General Terms and Conditions, which can be found at Grant Terms and Conditions | Office of Naval Research (navy.mil) under the header “DoD Research and Development General Terms and Conditions,” the current version, dated XXXX, which is incorporated by reference herein. These DARPA Agency Specific Terms and Conditions supplement the DoD Research and Development General Terms and Conditions. This document addresses agency-specific concerns in addition to the above referenced regulations. Award recipients/contractors are accountable for all applicable statutory and regulatory requirements that govern these awards, even if not specifically listed in this document or documents referenced herein.

ORDER OF PRECEDENCE

Any inconsistencies in the requirements of this award shall be resolved in the following order:

· Federal statutes

· Federal regulations

· 2 CFR part 200, as modified and supplemented by DoD's implementation found in 2 CFR part 1104

· Award-specific terms and conditions (DARPA Agency Specific Terms and Conditions)

· DoD Research and Development General Terms and Conditions

In case of disagreement with any requirements of this award, the recipient/contractor shall contact the Grants Officer (GO) listed in the award document in order to resolve the issue. The recipient/contractor shall not assess any costs to the award or accept any payments until the issue is resolved.

TABLE OF CONTENTS

1. Research Responsibility

2. Amendment of Award

3. Payments

4. Prior Approvals

5. Report, Document Submissions and Delivery Schedule Manager (DSM)

6. Public Release or Dissemination of Information

7. Acknowledgment of Sponsorship

8. Intellectual Property Matters

9. Activities Abroad

10. Security

11. Research Involving Recombinant or Synthetic Nucleic Acid Molecules

12. Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements

13. University Student and Researcher Funding

14. Pre-award Cost Authorization (if applicable, insert – if not delete)

15. Fundamental Research Risk-Based Security (if applicable, insert – if not delete)

16. Associate Contractor/Associate Recipient Agreements (if applicable, insert – if not delete)

17. Government Furnished Material/Property/Equipment/Information (GFM)/GFP/GFE/GFI) (if applicable, insert – if not delete)

18. Protection of Human Subjects (if applicable, insert - if not delete)

19. Animal Welfare (if applicable insert - if not delete)

20. Budget and Annual Program Plan

1) Research Responsibility:

a) The recipient/contractor has full responsibility for the conduct of the research activity supported by this award, in accordance with the recipient/contractor’s proposal, and the terms and conditions specified in this award. Recipients/Contractors are encouraged to suggest or propose to discontinue or modify unpromising lines of investigation or to explore interesting leads which may appear during the development of the research. However, they must consult the Grants Officer’s Representative (GOR) before significantly deviating from the objectives or overall program of the research originally proposed.

b) The recipient/contractor shall immediately notify the GO of developments that have a significant impact on the award-supported activities. Also, notification shall be given in the case of problems, delays, or adverse conditions which materially impair the ability to meet the objectives of the award. This notification shall include a statement of the action taken or contemplated, and any assistance needed to resolve the situation.

2) Amendment of Award: The only method by which this award can be amended is by a formal, written amendment signed by either the GO or the Administrative Grants Officer (AGO). No other communications, whether oral or in writing, shall modify this award.

3) Payments:

Submitting Payments Through Wide Area Work Flow (WAWF): All payments shall be made by funds transfers to the bank account registered in the System for Award Management (SAM), https://www.sam.gov. The recipient/contractor agrees to maintain its registration in SAM, including information necessary to facilitate payment via Electronic Funds Transfer (EFT). Should a change in registry or other incident necessitate the payment to an account other than that maintained in SAM, it is the recipient/contractor’s responsibility to notify the AGO and obtain a modification to this award reflecting the change. The recipient should notify the AGO using DSM (see instructions at ONR_work-with-us_manage-your-award_DSM )The Government shall not be held responsible for any misdirection or loss of payment which occurs as the result of a recipient/contractor’s failure to maintain correct/current EFT information within its SAM registration.

1) Any request for advance payments must be approved by the AGO at the Administrative Office designated in the award document.

2) Wide Area Work Flow (WAWF) has been designated as the Department of Defense standard for electronic invoicing and payment. Electronic submission of payment requests requires the recipient/contractor to register in WAWF and have the appropriate CAGE code activated. The recipient/contractor’s SAM Electronic Business Point of Contact (EBPOC) is responsible for activating the CAGE code in WAWF by calling 1-866-618-5988. Once the recipient/contractor’s CAGE Code is activated, the SAM EBPOC will self-register in WAWF () and follow the instructions for a group administrator. The AGO will assist in this process as needed.

3) WAWF Training. The recipient/contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil.

4) The recipient/contractor must use the following information in the table below when submitting payment requests and receiving reports in WAWF for this agreement:

ROUTING DATA TABLE

See Instructions for filling out WAWF table based on instrument.

Pay Official DoDAAC

Issue by DoDAAC

Admin DoDAAC

Inspect by DoDAAC

Ship To Code

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC (s)

5) Upon submission of a Voucher in WAWF, the SF270 needs to have the following in Boxes:

11. f. Provide this information only if cost sharing is required. Enter the total amount of cost share represented in the amount on line.

11. e. If you are not meeting the expected cost sharing, you must attached a brief explanation.

6) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988 or the DARPA invoice helpdesk at DARPAInvoices@darpa.mil.

4) Prior Approvals:

a) In addition to the prior approvals required by the DoD R&D general terms and conditions, prior written approval is required for the following actions:

b) The subaward, transfer, or contracting out of any work under this award, unless described in the recipient/contractor’s proposal and specifically approved and funded in the Award Schedule. The recipient/contractor’s request for approval shall include the following supporting data:

1) Basis for subaward selection;

2) Justification for lack of competition when competitive bids or offers are not obtained;

3) Basis for award cost or price, to include price or cost analysis performed by the recipient/contractor; and

4) Approval of the Grants Officer

5) Report, Document Submissions and Delivery Schedule Manager (DSM) Prior to selecting report types, verify with PM what reports are needed. Delete any report that are not needed from this list.

Reports and documents shall be furnished electronically as specified below:

a) Report Types.

Annual and Final Research Performance Progress Report (RPPR) (required for all active awards)

Annual RPPR Will be submitted according to the instructions below and distributed in accordance with the Distribution Table. Annual RPPR are due annually on or before the anniversary of the period of performance start date of the award. An Interim RPPR must: provide a current record of accomplishments which DARPA may use a basis for evaluating continued support of the research and cover the research progress for the current reporting period, which is defined as 12 months prior to the current progress report deadline or from the start of the award, if this is a new award.

Final RPPR Due 90 days after expiration or termination of the award and shall document the results of the complete effort.

The following information is required to be included in every interim and final report.

Project/Program Title

Principal Investigator, Title, Contact Information

Name of Submitting Official

Submission Date

Unique Entity ID (UEI)

Recipient Organization Name and Address

Award Number

Program Period of Performance

Reporting Period End Date

Report Term or Frequency

Interim or Final Report

Major Goals/Objectives

List the major goals of the project as approved by the agency. Include the scientific or technological objectives of this effort. Describe the proposed technical approach to achieve those goals. If the agreement listed milestone/target dates for important activities or phases, identify these dates and indicate actual completion dates or the percentage of completion.

Accomplishments for this reporting period (annual or final)

i) Major activities

ii) Specific objectives

iii) Significant results, including major findings, developments, or conclusions (both positive / negative)

iv) Key outcomes or other achievements

v) Include a discussion of any stated goals not met

Opportunities for training/professional development

Describe the opportunities for training and professional development provided to anyone who worked on the project. Include participation in conferences, workshops, and seminars not listed under major activities.

If the research is not intended to provide training and professional development opportunities or there is nothing significant to report during this reporting period, please note “Nothing to Report”.

Dissemination of results to communities of interest

Describe how the results of the program have been disseminated to communities of interest during the reporting period (e.g. publications, presentations, web sites, blogs, media interviews).

Include outreach activities that have been undertaken to reach members of communities who are not usually aware of these research activities for the purpose of enhancing public understanding and increasing interest in learning and careers in science and technology.

Research and publication plans Describe what the Principal Investigator plans to do during the next reporting period to accomplish the goals and objectives of the project. (NOT REQUIRED FOR FINAL RPPR)

Peer-Reviewed Manuscripts of Journal Articles [if any]: Recipients are required to submit the final peer-reviewed manuscripts of journal articles when they are accepted for publication and titles and publication dates are finalized

Participants and Other Collaborating Organizations:

Provide the following information for all Principal Investigators and senior/key personnel, whether or not the individuals’ efforts under the projects/program are to be funded by the Department of Defense.

Name, title and role on the program

Annotate if they are new additions to the program, and if so, who they replaced (if anyone).

A list of all current projects the individual is working on, in addition to any future support the individual has applied to receive, regardless of source.

Title and objectives of the other research projects

The percentage per year to be devoted to the other projects.

The total amount of support the individual is receiving in connection to each of the other research projects or will receive if other proposals are awarded.

Name and address of the agencies and/or other parties supporting the other research projects

Period of performance of the other research projects

Signature of the Submitting Official

Special Report(s) Anything other than annual and final report would be classified as a special technical report.

Reports below are optional

Reports shall be delivered to the following

Grants Officer’s Representative

DARPA Program Manager

Assistant Director, Program Management (ADPM)

DARPA/Research Services

Defense Technical Information Center (DTIC) (Choose digital or hard copy submission below) For DTIC technical help, contact helpdesk at 800-225-3842.

Digital (upload to): DTIC Multi-Agency Submission Portal https://discover.dtic.mil/submit-documents/

Hard copy (mail to):

Defense Technical Information Center (DTIC)

ATTN: DTIC-O

8725 John J. Kingman Road Ft. Belvoir, VA 22060-6218

DARPA Grants Officer

DARPA/CMO Closeout

Email: CMO_Closeout@darpa.mil

Any report that is required to be delivered to an ONR Regional Office, must be delivered to ONR electronically using the Delivery Schedule Manager (DSM) module of DoD’s Procurement Integrated Enterprise Environment (PIEE). Recipients should also use DSM to request award changes or send notifications/questions to ONR Regional Offices. Instructions on getting access to and using DSM are found at: https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm .

6) Public Release or Dissemination of Information

USAGE TEXT: Confirm with PM and the performer if the work is fundamental. Then select the applicable option (Option 1, or 2) and delete the non-selected option.

OPTION 1: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH WILL MEET THE DEFINITION OF FUNDAMENTAL RESEARCH, INCLUDE THE FOLLOWING LANGUAGE:

a) At this time, DARPA expects the work performed under this award to be fundamental research, and it is, therefore, not subject to publication restrictions. Papers resulting from unclassified contracted fundamental research are exempt from prepublication controls and requirements, pursuant to DoD Instruction 5230.27 (for current version, refer to https://www.esd.whs.mil/ directives/issuances/dodi/).

b) All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

c) Should the character of the research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

OPTION 2: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH IS FUNDAMENTAL RESEARCH, WITH THE EXCEPTION OF THE WORK TO BE PERFORMED BY A TRADITIONAL SUBCONTRACTOR, INCLUDE THE FOLLOWING LANGUAGE:

a) With the exception of work being performed by sub awardee (Sub Name) as noted in sub paragraph d) below, DARPA expects the work performed under this award to be fundamental research, and it is, therefore, not subject to publication restrictions. Papers resulting from unclassified contracted fundamental research are exempt from prepublication controls and requirements, pursuant to DoD Instruction 5230.27 (for current version, refer to https://www.esd.whs.mil/ directives/issuances/dodi/).

b) All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

c) Should the character of the research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

d) At this time DARPA expects the work performed under this award by sub awardee (Sub Name) will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Recipient and any sub awardees, of information developed under this agreement or contained in the reports to be furnished pursuant to this agreement without prior written approval, which will be communicated to the Recipient by email through the DARPA Public Release Center (PRC) at PRC@darpa.mil. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Recipient. These restrictions must be flowed down to the sub awardees listed in paragraph (3) of this requirement. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with paragraph 7) Acknowledgment of Sponsorship,

e) When submitting material for written approval for open publication as described in subparagraph (a) above, the Recipient must submit a request for public release request to the PRC and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and agreement number; and 4) Recipient's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to PRC@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203-2114, telephone (571) 218-4235. Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.

f) Should the character of (Prime Name) research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

7) Acknowledgment of Sponsorship:

a) The recipient/contractor agrees that in the release of information relating to this award, such release shall include a statement to the effect that (1) the project or effort depicted was or is sponsored by the Defense Advanced Research Projects Agency under cooperative agreement HR0011-XX-2-XXXX, (2) the content of the information does not necessarily reflect the position or the policy of the Government, and (3) no official endorsement should be inferred.

b) For the purpose of this article, information includes news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association proceedings, symposia, etc.

c) Nothing in the foregoing shall affect compliance with the requirements of the clause entitled "Security."

8) Intellectual Property Matters: Questions regarding intellectual property matters should be referred to the Grants Officer. All disclosure of subject inventions shall be submitted using the i-Edison.gov reporting website, https://www.nist.gov/iedison. In addition the recipient shall submit a DD Form 882, Report of Inventions and Subcontracts, for submission of an final summary invention reports. The final DD Form 882 shall be submitted to the AGO using DSM (see instructions at https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm )for proper disposition and forwarding to the Grants Officer/GOR.

9) Activities Abroad: The recipient/contractor shall assure that project activities carried on outside the United States are coordinated as necessary with appropriate Government authorities and that appropriate licenses, permits, or approvals are obtained prior to undertaking proposed activities. The awarding agency does not assume responsibility for recipient/contractor compliance with the laws and regulations of the country in which the activities are to be conducted.

10) Security: The recipient/contractor may not be granted access to classified information under this award. If security restrictions should happen to apply to certain aspects of the proposed research, the recipient/contractor will be so informed. In the event that the scientific work under this award may need classification, or involve access to or storage of any classified data, the Government shall make its decision on the need to classify, or require such access or storage, within 30 days after receipt of written notice from the recipient/contractor. If the decision is affirmative, the Government shall invoke the clause in reference to the “Termination” proceedings in the DoD R&D general terms and conditions.

11) Research Involving Recombinant or Synthetic Nucleic Acid Molecules: Any recipient/contractor performing research involving recombinant DNA molecules and/or organisms and viruses containing recombinant DNA molecules agrees, by acceptance of this award, to comply with the National Institutes of Health “NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules,” April 15, 2016 (81 FR 22286) or such later revision of those guidelines as may be published in the Federal Register.

12) Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements:

a) The recipient/contractor shall not require employees, contractors, or subrecipients/subcontractors, seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

b) The recipient/contractor must notify its employees, contractors, or subrecipients/subcontractors that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (a) of this award provision are no longer in effect.

c) The prohibition in paragraph (a) of this award provision does not contravene requirements applicable to any form issued by a Federal department or agency governing the nondisclosure of classified information.

d) If the Government determines that the recipient/contractor is not in compliance with this award provision, it:

1) Will prohibit the recipient/contractor’s use of funds under this award, in accordance with Federal appropriations law; and

2) May pursue other remedies available for the recipient/contractor’s material failure to comply with award terms and conditions.

13) University Student and Researcher Funding:

a) In the event that DARPA should decide to end the substantive research activities of a DARPA program (due to termination or down-select) before the conclusion of the negotiated period of performance of the assistance award, DARPA may continue to fund, for no more than two semesters (or equivalent), the documented costs to employ or sponsor Ph.D. students and/or post-doctoral researchers. Should such a circumstance arise, the following will take place:

1) The Government will provide appropriate notification to the University participant by the Agreements Office or through the prime recipient/contractor.

2) The University must make reasonable efforts to find alternative research or employment opportunities for these students and researchers.

3) Before any costs will be paid, the University must submit documentation describing their due diligence efforts in finding alternative arrangements that is certified by a University official.

4) In addition to this documentation, the affected students and researchers must submit statements of work describing what research activities they will pursue during the period of funding and the final deliverable they will submit when the funding is complete.

5) In determining these costs, DARPA will rely on information from the University's original proposal unless specific circumstances warrant requesting updated proposals. In no circumstances will this funding be provided when the program is ended because of suspected or actual fraud or negligence.

b) DARPA Down-Select Definition:

DARPA often structures programs in phases or options that include specific objectives and a designated period of performance. This may result in potentially issuing multiple awards to maximize the number of innovative approaches. This approach allows the Government to monitor progress and enables programmatic decision points based, at a minimum, against stated evaluation criteria, metrics, funding availability, and program goals and objectives. As a result, select recipients/contractors may advance via award of a subsequent phase or through exercise of a planned option period.

14) Pre-award Cost Authorization: Applicable if GO specifically authorized pre-award costs/ if not applicable, delete paragraph. Pre-award costs incurred as of INSERT DATE are hereby authorized to be reimbursed to the recipient/contractor, as long as the pre-award costs are costs that would be allowable charges to the project or program under the terms and conditions of FMS Article III of the DoD R&D Terms and Conditions if they were incurred during the term of the Cooperative Agreement. The pre-award costs shall NOT exceed the total funding currently made available under the Agreement totaling $______.

15) Fundamental Research Risk-Based Security: Applicable if Prime PI has a mitigation plan, if no mitigation plan, delete paragraph. The parties agree that the recipient/contractor shall fully consider DARPA’s Fundamental Research Risk-Based Security Assessment and proposed mitigations as outlined in DARPA’s letter and implement the risk mitigation commitment made under the recipient/contractor’s mitigation plan signed by INSERT PI NAME Principal Investigator on INSERT DATE. The aforementioned risk mitigation commitment fully implements DARPA’s recommended mitigation strategies and also includes the Principal Investigator’s commitment to comply with the risk mitigation strategies outlined in the aforementioned DARPA’s risk assessment letter. The recipient/contractor’s approved mitigation plan dated INSERT DATE is incorporated as Attachment (Insert Attachment Number) and made part of this Agreement.

IF SUBCONTRACTOR PI has a mitigation plan insert the below. Delete paragraph, if not applicable.

The parties agree that the subawardee (INSERT SUBAWARDEE) shall fully consider DARPA’s Fundamental Research Risk-Based Security assessment and proposed mitigations as outlined in DARPA’s letter and implement the risk mitigation commitment made under the subawardee’s (INSERT SUBAWARDEE) mitigation plan signed by EPFL’s Principal Investigator on INSERT DATE. The aforementioned risk mitigation commitment fully implements DARPA’s recommended mitigation strategies and also includes the INSERT SUBAWARDEE Principal Investigator’s commitment to comply with the risk mitigation strategies outlined in the aforementioned DARPA’s Risk-Based Security Assessment risk assessment letter. The subawardee’s (INSERT SUBAWARDEE) approved mitigation plan dated INSERT DATE is incorporated as Attachment (INSERT ATTACHMENT #) and made part of this Agreement.

16) Associate Contractor/Associate Recipient Agreements: Check if ACA language in BAA. ACAs are for the program performers to share information. Confirm with PM (PM must approve). If not applicable, delete paragraph.

(a) It is recognized that success of the DARPA INSERT TECH OFFICE & PROGRAM NAME research effort depends in part upon the open exchange of information between the various Associate Contractors and Associate Recipients involved in the effort. This clause is intended to ensure that there will be appropriate coordination and integration of work by the recipient/contractor to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this agreement, the recipient/contractor assumes the responsibilities of an Associate Recipient. For the purpose of this clause, the term Associate Recipient includes subsidiaries, affiliates, and organizations under the control of the recipient/contractor (e.g. subcontractors).

(b) Work under this agreement may involve access to proprietary or confidential data from an Associate Contractor or Associate Recipient. To the extent that such data is received by the recipient/contractor from any Associate Contractor or Associate Recipient for the performance of this agreement, the recipient/contractor hereby agrees that any proprietary information received shall remain the property of the Associate Contractor or Associate Recipient and shall be used solely for the purpose of the INSERT PROGRAM NAME research effort. Only that information which is received from another Associate Contractor or Associate Recipient in writing and which is clearly identified as proprietary or confidential shall be protected in accordance with this clause. The obligation to retain such information in confidence will be satisfied if the Associate Contractor or Associate Recipient receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Associate Contractor or Associate Recipient agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.

(c) The recipient/contractor hereby agrees to closely cooperate as an Associate Recipient with the other Associate Contractors or Associate Recipients on this research effort. This involves as a minimum:

(1) maintenance of a close liaison and working relationship;

(2) maintenance of a free and open information network with all Government-identified associate Contractors or Associate Recipients;

(3) delineation of detailed interface responsibilities;

(4) entering into a written agreement with the other Associate Contractors or Associate Recipients setting forth the substance and procedures relating to the foregoing, and promptly providing the Agreements Officer with a copy of same; and,

(5) receipt of proprietary information from the Associate Contractor or Associate Recipient and transmittal of Recipient proprietary information to the Associate Contractors or Associate Recipients subject to any applicable proprietary information exchange agreements between Associate Contractors and Associate Recipients when, in either case, those actions are necessary for the performance of either.

(d) In the event that the recipient/contractor and the Associate Contractor or Associate Recipient are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, the recipient/contractor shall promptly notify the DARPA Program Manager. The Government will determine the appropriate corrective action and will issue guidance to the affected recipient/contractor, or Associate Contractor or Associate Recipient.

(e) The recipient/contractor agrees to insert in all subcontracts which require access to proprietary information belonging to the Associate Contractor or Associate Recipient, a clause which shall conform substantially to the language of this clause, including this paragraph (e).

(f) Associate Contractors/Associate Recipients for this research effort include:

17) Government Furnished Material/Property/Equipment/Information (GFM)/GFP/GFE/GFI):

If not applicable, delete paragraph.

The following material is being provided for use in the performance of this cooperative agreement.

Phase X

18) Protection of Human Subjects: If not applicable, delete paragraph.

(a) Definitions. As used in this clause—

(1) “Assurance of compliance” means a written assurance that an institution will comply with requirements of 32 CFR Part 219, as well as the terms of the assurance, which the Human Research Protection Official determines to be appropriate for the research supported by the Department of Defense (DoD) component (32 CFR 219.103).

(2) “Human Research Protection Official (HRPO)” means the individual designated by the head of the applicable DoD component and identified in the component’s Human Research Protection Management Plan as the official who is responsible for the oversight and execution of the requirements of this clause, although some DoD components may use a different title for this position.

(3) “Human subject” means a living individual about whom an investigator (whether professional or student) conducting research obtains data through intervention or interaction with the individual, or identifiable private information (32 CFR 219.102(f)). For example, this could include the use of human organs, tissue, and body fluids from individually identifiable living human subjects as well as graphic, written, or recorded information derived from individually identifiable living human subjects.

(4) “Institution” means any public or private entity or agency (32 CFR 219.102(b)).

(5) “Institutional Review Board (IRB)” means a board established for the purposes expressed in 32 CFR Part 219 (32 CFR 219.102(g)).

(6) “IRB approval” means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and Federal requirements (32 CFR 219.102(h)).

(7) “Research” means a systematic investigation, including research, development, testing, and evaluation, designed to develop or contribute to generalizable knowledge. Activities that meet this definition constitute research for purposes of 32 CFR Part 219, whether or not they are conducted or supported under a program that is considered research for other purposes. For example, some demonstration and service programs may include research activities (32 CFR 219.102(d)).

(b) The Recipient shall oversee the execution of the research to ensure compliance with this clause. The Recipient shall comply fully with 32 CFR Part 219 and DoD Directive 3216.02, applicable DoD component policies, 10 U.S.C. 980, and, when applicable, Food and Drug Administration policies and regulations.

(c) The Recipient shall not commence performance of research involving human subjects that is covered under 32 CFR Part 219 or that meets exemption criteria under 32 CFR 219.101(b), or expend funding on such effort, until and unless the conditions of either the following paragraph (c)(1) or (c)(2) have been met:

(1) The Recipient furnishes to the HRPO, with a copy to the Grants Officer, an assurance of compliance and IRB approval and receives notification from the Grants Officer that the HRPO has approved the assurance as appropriate for the research under the Statement of Work and also that the HRPO has reviewed the protocol and accepted the IRB approval for compliance with the DoD component policies. The Recipient may furnish evidence of an existing assurance of compliance for acceptance by the HRPO, if an appropriate assurance has been approved in connection with previous research. The Recipient shall notify the Grants Officer immediately of any suspensions or terminations of the assurance.

(2) The Recipient furnishes to the HRPO, with a copy to the Grants Officer, a determination that the human research proposed meets exemption criteria in 32 CFR 219.101(b) and receives written notification from the Grants Officer that the exemption is determined acceptable. The determination shall include citation of the exemption category under 32 CFR 219.101(b) and a rationale statement. In the event of a disagreement regarding the Recipient’s furnished exemption determination, the HRPO retains final judgment on what research activities or classes of research are covered or are exempt under the agreement.

(d) DoD staff, consultants, and advisory groups may independently review and inspect the Recipient’s research and research procedures involving human subjects and, based on such findings, DoD may prohibit research that presents unacceptable hazards or otherwise fails to comply with DoD procedures.

(e) Failure of the Recipient to comply with the requirements of this clause will result in the issuance of a stop-work order under Federal Acquisition Regulation clause 52.242-15 to immediately suspend, in whole or in part, work and further payment under this agreement, or will result in other issuance of suspension of work and further payment for as long as determined necessary at the discretion of the Grants Officer.

(f) The Recipient shall include the substance of this clause, including this paragraph (f), in all subcontracts that may include research involving human subjects in accordance with 32 CFR Part 219, DoD Directive 3216.02, and 10 U.S.C. 980, including research that meets exemption criteria under 32 CFR 219.101(b). This clause does not apply to subcontracts that involve only the use of cadaver materials.

19) Animal Welfare: If not applicable, delete paragraph.

(a)(1) The Recipient shall register its research, development, test and evaluation or training facility with the Secretary of Agriculture in accordance with 7 U.S.C. 2136 and 9 CFR subpart C, and section 2.30, unless otherwise exempt from this requirement by meeting the conditions in 7 U.S.C 2136 and 9 CFR parts 1 through 4 for the duration of the activity. The Recipient shall have its proposed animal use approved in accordance with Department of Defense Instruction (DoDI) 3216.01, Use of Animals in DoD Programs, by a DoD Component Headquarters Oversight Office. The Recipient shall furnish evidence of such registration and approval to the Grants Officer before beginning work under this Agreement.

(2) The Recipient shall make its animals, and all premises, facilities, vehicles, equipment and records that support animal care available during business hours and at other times mutually agreeable to the Recipient and the United States Department of Agriculture Office of Animal and Plant Health Inspection Service (USDA/APHIS) representative, personnel representing the DoD component oversight offices, as well as the Grants Officer, to ascertain that the Recipient is compliant with 7 U.S.C. 2131-2159 and 9 CFR parts 1 through 4.

(b) The Recipient shall acquire animals in accordance with DoDI 3216.01, current at time of award.

(c) The Recipient agrees that the care and use of animals will conform with the pertinent laws of the United States, regulations of the Department of Agriculture, and policies and procedures of the Department of Defense.

(d) The Grants Officer may immediately suspend, in whole or in part, work and further payments under this Agreement for failure to comply with the requirements…