J-14 DHS Management Directive

SPONSORING AGREEMENT

Between

THE DEPARTMENT OF HOMELAND SECURITY

and

TBD

to Operate the

HOMELAND SECURITY STUDIES AND ANALYSIS INSTITUTE (HS SAI)

FEDERALLY FUNDED RESEARCH AND DEVELOPMENT CENTER (FFRDC)

1. PURPOSE OF THIS AGREEMENT

This Sponsoring Agreement (this Agreement) sets forth the policies and requirements for the operation of the Homeland Security Studies and Analysis Institute (HS SAI) Federally Funded Research and Development Center (FFRDC) by the TBD. The Homeland Security Studies and Analysis Institute (HS SAI) Federally Funded Research and Development Center (FFRDC) (hereafter referred to as the SAI) shall be operated by TBD as an autonomous organization or as an identifiable separate operating unit of a parent organization in support of the Department of Homeland Security (DHS), the Under Secretary for Science and Technology (S&T), and the DHS Operating Elements.

The Under Secretary for Science and Technology (S&T) is the Primary Sponsor of this Agreement.

This Agreement is in compliance with Federal Acquisition Regulation (FAR) Part 35.017. Additionally, the DHS Management Directive Number 143-04 “Establishing or Contracting with Federally Funded Research and Development Centers (FFRDCs) and National Laboratories” dated April 25, 2007, as amended, is hereby incorporated by this reference into and made a part of this Agreement.

This Agreement will be incorporated by reference into and made a part of the DHS contract with TBD for the operation of the SAI (the Contract). If conflicts exist between this Agreement and the Contract, the Contract will take precedence and will control.

Portions of this Agreement are based on Federal government-wide and DHS policies, and future changes in these policies might necessitate changes to this Agreement. This Agreement may be amended, and its provisions may be modified or waived, by mutual written agreement of the parties. Capitalized terms used within this Agreement shall have the meanings ascribed to them herein or in the Contract.

2. BACKGROUND OF TBD

TBD is a [e.g. nonprofit corporation (under Section xxx of the Internal Revenue Code)] originally established in [date] to provide [reasons]]. The corporation today performs [ ….]. [Describe parent and subsidiary corporate interests and organizational conflict-of-interest policy.] [ TBD is governed by a ….(e.g., Board of Trustees ….describe potential COI and how managed)]. [TBD ’s corporate headquarters are located in xxx.]

3. PURPOSE AND MISSION OF THE FFRDC

The purpose of this Homeland Security Studies and Analysis Institute (SAI) is to provide special technical expertise to Department mission owners to transform mission-level goals into strategies, operational requirements, and performance metrics, constrained by cost and schedule. Through studies and analysis the Institute shall provide recommendations for policy and operational changes, as well as technology insertion concepts, throughout the federal, state, local, tribal, public and private sector organizations that make up the homeland security enterprise. The SAI shall generally work on the most complex homeland security issues and problems. The SAI will promote fair and open competition for the development and delivery of homeland security enterprise capabilities by providing independent and objective technical expertise in: cross-cutting mission analysis, strategic studies and assessments, modeling of operational concepts and policy trade-offs within and across mission areas, system simulations and technical assessments to evaluate mission trade-offs, creation and evolution of high-level concepts of operation, development of top-level system and operational requirements and performance metrics, operational analysis across the homeland security enterprise, and analytic support for operational testing and evaluation in tandem with the Government’s acquisition process. The SAI shall ensure a logical optimization of mission and system-of-system tradeoffs from a long term perspective based on system/program lifecycle costs. Over time, this FFRDC will help the Department develop a homeland security enterprise “system of systems” approach that will promote efficiencies and synergies across all missions. Through its long term relationship with the Department, the SAI shall promote frameworks and strategies to enhance the general understanding of the trade-offs inherent in reducing our Nation’s risk to terrorism and catastrophic incidents through, among other things, improved interoperability and information sharing across the homeland security enterprise.

The role of the Science and Technology Directorate is to provide a program office to support the FFRDC in terms of developing long-term and short-term strategies for reaching across the Department to negotiate task orders in support of the most critical and strategic issues and problems. The S&T program office will be the focal point for negotiating tasks between the SAI and sponsors. The S&T program office will also negotiate issue resolutions between the studies and analysis FFRDC and task sponsors after tasks have been awarded. Primary direction and technical feedback on specific task orders will come from sponsoring office officials and senior leadership. The S&T program office will provide additional guidance on technical quality and consistency throughout the term of the contract and will also provide contract administration support; for example, task order processing, security, IT certification, invoice payments and progress reporting, etc. Most tasks will be sponsored by senior leadership and mission owners located throughout the Department and the homeland security enterprise, including most of the twenty-two legacy agencies that make up the Department.

The Department’s systems engineering FFRDC will generally provide program level concept evolution, system and sub-system modeling and simulation, system engineering and program management best practices, sub-system standards frameworks focused particularly on interface management and interoperability, as well as development test and evaluation analysis for the most critical homeland security programs. DHS laboratory FFRDC(s) and national laboratory FFRDCs will generally provide system and component prototypes and threat analysis support that is not normally available in the private sector.

The work performed by the SAI will: (a) be authoritative, objective, and free from conflicts of interest caused by involvement with and benefit from commercial or other interests; (b) ensure confidentiality and protect sensitive homeland security, intelligence, and government planning information; (c) ensure confidentiality and protect proprietary commercial information; and (d) constitute high-quality research and advice.

The work of the SAI will be responsive to sponsor needs as the SAI addresses issues of both long-term and immediate homeland security concern. The SAI research program will be composed of tasks that may include: quick-response, ad-hoc analysis and technical support, short-term studies (up to one month), medium-term studies (1-12 months), and occasionally long-term studies (more than 1 year). As implied above, the work will often require privileged access to information, including sensitive Government information and industry proprietary data not normally available to non-Government organizations.

4. SCOPE OF WORK

The Contractor shall be responsible for providing technical and integration expertise to Department of Homeland Security (DHS) senior leadership as a trusted agent, particularly in the evolution of the most complex and critical homeland security mission areas in accordance with Section C, Statement of Objectives, of the resultant contract.

5. POLICY

a. The SAI will maintain the capabilities (high-quality research staff, other management and technical capabilities, analytic tools, models and simulations, computing resources, knowledge of sponsor needs, etc.) necessary to address any issue consistent with the FFRDC’s purpose, mission, and scope of work. The SAI will work on many classified and highly sensitive projects and shall strictly comply with the provisions of the National Industrial Security Program – including the provisions dealing with foreign ownership, control or influence (FOCI) – as set forth in DOD Directive 5220.22-M as amended.

b. All DHS components and Operating Elements are potential sponsors of SAI tasks.

c. SAI tasks will be undertaken by mutual consent between the SAI and the sponsor in accordance with procedures instituted by the Primary Sponsor or designee and the SAI Advisory Group, as appropriate. All tasks must be approved by the SAI program management office. (Prior to execution, tasks require signature approval of the SAI Program Manager.) Funding for specific tasks may come from various program elements available to sponsoring offices.

d. Proposals for work to be undertaken by the SAI may originate with any sponsoring office or with the SAI itself. Tasks may be initiated at any time during a fiscal year, and may extend over several fiscal years in accordance with the funding appropriation. The SAI, in conjunction with its Primary Sponsor (or the Primary Sponsor’s designee), will prepare an annual research plan representing collectively the research agenda of the sponsoring community. Changes to the plan, consistent with the SAI’s core statement may be made throughout the year. These changes must be approved by the Executive Agent (as defined in Section 6(a) (6)).

e. The sponsoring community as represented by the SAI Advisory Group will: (1) maintain and strengthen the special relationship between the SAI and its sponsors; (2) serve as a link between the SAI sponsor community and TBD management, providing feedback on DHS needs, interests, and priorities; and (3) assist and advise the Primary Sponsor in ensuring that the SAI produces work consistent with this Agreement and the DHS Management Directive 143-04.

f. The Primary Sponsor will assure a reasonable continuity in the level of support to the SAI, consistent with DHS needs and the terms of this Agreement, and contingent on available funding (as required by the FAR 35.017- 2).

g. The SAI may accept work from non-sponsoring agencies (i.e., organizations not specified in sections 5.b. above), including non-DHS Government entities, state and municipal governments, and public charities, provided that the work is: (1) determined to be consistent with the SAI core statement; (2) approved by the Executive Agent (using the criteria set forth in Section 7 below and the DHS Management Directive Number 143-04 for determining the feasibility of and appropriateness of FFRDC work) and coordinated with the SAI Program Manager and Contracting Officer’s Technical Representative (COTR); and (3) does not interfere with the priority of the work that SAI is performing for the sponsors (i.e., SAI has adequate resources to perform work for non-sponsoring agencies and still meet the time frames for its deliverables to the SAI DHS sponsors).

h. The SAI’s sponsors will provide access to classified and sensitive data, facilities, plans and related information, including proprietary data, as necessary to ensure that the SAI’s work takes full account of the best available information, including that which is not normally available to non-government organizations.

i. Subject to the requirements set forth in Section 5(j) below, the SAI may augment its in-house research staff with other technical and analytic resources for work on sponsor problems the scope of which requires temporary access to specialized expertise that is not available within the organization. These resources if not included in the research plan will be coordinated with the Executive Agent and/or the Program Manager.

j. The SAI may utilize subcontractors and consultants (including reach-back employees from the parent organization) for DHS related work subject to the following conditions: (i) SAI has received the Executive Agent’s approval prior to retaining a subcontractor or consultant for DHS related work; (ii) the Contracting Agent may require that SAI terminate a subcontractor or consultant from performing DHS related work; and (iii) SAI will require every subcontractor and consultant to sign nondisclosure agreements (containing the terms set forth in Section 9(g) below with the exception of Section 9(g)(2)) and conflict of interest agreements). Both agreements must have been approved by the DHS Office of the General Counsel prior to SAI allowing a subcontractor or consultant to perform DHS-related work.

SAI will maintain signed copies of every non-disclosure and conflict of interest agreement for a period of at least five

(5) years from the signature date on each document.

k. The SAI’s independent research program will be used primarily to assist in building and maintaining research capabilities in support of the SAI’s mission, purpose, and scope of work, consistent with DHS-wide guidelines for independent research and development activities.

l. No member of the TBD Board of Trustees who is also serving as a member of a Board of Directors, Trustees, or Overseers or any similar governance board for any other for-profit or non-profit entity that is engaged in providing professional services or research and development in the government services market shall be permitted to serve on panels or committees reasonably related to the SAI or vote on decisions reasonably related to the SAI unless such automatic recusal of the Board of Trustees member is waived by the DHS Executive Agent.

6. RESPONSIBILITIES AND OVERSIGHT

a. The ultimate sponsor of the SAI is the Department of Homeland Security. The Under Secretary for Science and Technology acts for DHS as the Primary Sponsor of SAI. The Primary Sponsor (U/S Science and Technology):

(1) Ensures that the SAI is used for its intended purposes.

(2) Ensures that individual sponsors make appropriate use of the SAI’s work.

(3) Ensures that the SAI produces high-quality work of value to sponsors.

(4) Ensures that the costs of services provided by SAI are reasonable.

(5) Determines whether to continue or terminate the sponsorship of the SAI upon completion of each five-year comprehensive review.

(6) Designates an Executive Agent (the Executive Agent) to provide DHS oversight of the SAI, consistent with the terms of this Agreement, the SAI contract, and any additional policies and procedures established for the SAI.

b. The Executive Agent:

(1) Designates membership and chairs the SAI Advisory Group. Designates replacements for SAI Advisory Group members.

(2) Provides oversight through the SAI program management office which includes the SAI Program Manager and the Contracting Officer’s Technical Representative

(3) Reviews and approves DHS-sponsored research plan.

(5) Reports to the Contracting Officer any organizational conflicts of interest associated with TBD performance under the contract as soon as conflicts are identified (or appear to be identified). The Executive Agent shall provide a recommended disposition of the conflict and solicit advice as needed from the Contracting Officer.

(6) Designates the Program Manager and replacements for such individual.

(7) Reviews and approves each non-DHS sponsored research task conducted by TBD (and any affiliate thereof) involving the same core work as the SAI, as elaborated in Section 4 of this Agreement, subject to the following terms and conditions:

a. All work to be performed by TBD for the Department of Homeland Security will be approved in advance by the Executive Agent. The Executive Agent will approve/disapprove all such work requests within four working days following being notified in writing by TBD of its intention to enter into a contract or bid on work with the Department of Homeland Security.

b. All work performed by TBD for all other public sector entities and public charities will be reported on a quarterly basis to the Executive Agent. The first such report on non-FFRDC work by TBD will be due at the end of the first quarter following conclusion of this Agreement and each quarter thereafter.

c. DHS reserves the right to require pre-approval of all new non-FFRDC work involving the same core work of the SAI to be conducted by TBD under the notice and approval procedures set forth in subparagraph (a) of this Section 6(b)(7).

(8) Reviews and approves each non-DHS sponsored research task conducted by the SAI.

(9) Reviews and approves the classification, publication, and distribution of SAI publications prepared for DHS Operating Elements, non-DHS Government entities, state and municipal governments, and public charities.

(10) Oversees SAI’s use of subcontractors and consultants subject to the restrictions set forth in Section 5(j).

c. The Program Manager:

(1) Administers the day-to-day SAI relationship with the Government as approved by the Executive Agent.

(2) Ensures compliance with DHS and FFRDC policies.

(3) Coordinates and works with the staff points of contact for the SAI Advisory Group members to implement Advisory Group decisions, and assists the Executive Agent in administering the SAI strategic relationship as required.

(4) Establishes procedures for processing task orders.

(5) Reviews and approves DHS-sponsored tasks.

(6) Provides procurement liaison to the Contracting Officer for tasks placed under the contract for SAI performance.

(7) Acts as the DHS focal point for contact with SAI. Once tasks are approved, sponsors deal directly with the SAI on specific technical matters related to SAI research.

(8) Assists sponsoring offices in providing information on the SAI research to other DHS offices and Government agencies.

(9) Ensures SAI receives access to Government information needed to conduct approved research projects. Ordinarily, sponsors release classified, privileged, no-contractor, and other sensitive material directly to SAI.

d. The SAI Advisory Group:

(1) Ensures the proposed research program addresses senior management concerns and priorities.

(2) Identifies cross-cutting or other issues important to senior management for joint sponsorship and funding.

(3) Confirms that the research program is appropriate for an FFRDC and consistent with the SAI’s core statement.

(4) Identifies ways to strengthen the strategic relationship between DHS sponsors and the SAI.

(5) Reviews the results of annual performance reviews and takes appropriate action to resolve problems.

(6) Provides feedback to TBD management on DHS’ needs, interests, and priorities for the upcoming year and over the longer term.

e. Sponsoring Offices:

(1) Identify research and technical topics to be undertaken by SAI, and formulate these topics into task orders, consulting as appropriate with the executive agent (or designee) and the SAI.

(2) Identify project funding and provide documentation necessary to initiate the task, consistent with established procedures. These procedures require signature approval for each task from the SAI Program Manager. Before a task can be placed on contract, a written justification showing that the work is appropriate for the SAI (i.e., satisfies the criteria included in the core statement) must be prepared. This justification can be incorporated in the project’s task order.

(3) Monitor the execution of research projects, including the quality and timeliness of the work, and its value to DHS.

(4) Participate as appropriate in meetings of the SAI Advisory Group and related activities.

(5) Provide SAI full access to the information necessary to carry out the research tasks.

f. TBD and SAI Management:

(1) Manages the operations of the SAI consistent with the provisions of the SAI contract with the Government, this Agreement, and TBD’s corporate charter.

(2) Develops and maintains research capabilities necessary to address any issue consistent with the FFRDC’s purpose, mission, and scope of work; sponsor needs; and availability of funds.

(3) Develops, on occasion, proposals for research topics, particularly research on cross-cutting issues of interest to several SAI sponsors. In conjunction with sponsors and the Executive Agent, prepares and presents an annual research plan to the SAI Advisory Group.

(4) Executes the research program, maintaining quality control over the research products.

(5) Prepares other materials requested by the Advisory Group and works with the sponsoring offices and the Advisory Group, if necessary, to resolve any problems related to the SAI research program.

(6) Maintains a written, rigorous, corporate-wide, organizational and staff conflict of interest regimen in accordance with a conflict of interest policy reviewed and approved in writing by DHS. Any changes made to an SAI conflict of interest policy, or TBD’s conflict of interest policy regarding the SAI, must be approved in writing by the DHS Executive Agent.

(7) Reports any organizational conflicts of interest and their proposed disposition to the Contracting Officer and to the Executive Agent (and/or designee) as soon as such conflicts are identified.

7. DETERMINING SUITABILITY OF WORK FOR SAI

The task sponsor and the Executive Agent have joint responsibility for determining that a proposed research task is appropriate for the SAI. Consideration will be given to several criteria related to the nature of the specific project, and the special relationship that the SAI maintains with its sponsors. The criteria include:

a. Consistency with the SAI’s mission, purpose, and capabilities.

b. Consistency with the SAI’s core competencies, as reflected in the core statement required by DHS’ FFRDC Management Plan and summarized in the scope of work statement above. Changes in the details of the core statement can be made by agreement between SAI and the Executive Agent.

c. Consistency with the SAI’s special relationship with its sponsors, as evidenced by the need for one or more of the following:

(1) Effective performance of objective, high-quality work on subjects integral to the mission and operations of sponsoring offices.

(2) Freedom from real and perceived conflicts of interest caused by commercial or other involvement.

(3) Broad access to information, including sensitive Government information, proprietary data from industry, and other information not normally available outside the Government.

(4) Comprehensive knowledge of sponsor needs, problems, and issues.

(5) Responsiveness to emerging and evolving needs of sponsors.

(6) Long-term continuity of knowledge on issues and problems of enduring concern, including both maintaining corporate memory for sponsors when appropriate and responding to quick-response sponsor needs in areas of established expertise.

8. ANNUAL ASSESSMENT PROCEDURES

a. The COTR will conduct an annual assessment (which will then be approved and forwarded by the Executive Agent) as specified in DHS’ FFRDC Management Plan.

b. For the annual assessment, a survey of project sponsors will be conducted. The survey will gather data on sponsors’ perceptions of the various aspects of the SAI work (e.g., technical quality, responsiveness, program value, and timeliness).

c. The Program Manager will report the results of the annual assessment to the Advisory Group and to the SAI. The Advisory Group will review the assessment with the SAI, provide feedback, and assist in resolving any real or perceived problems.

d. In addition, SAI will describe for the Advisory Group steps taken to ensure cost-effective operations.

e. SAI, and its parent corporation, will provide an annual compliance statement in terms of organizational conflicts of interest and staff non-disclosure agreements and conflicts of interest.

9. OTHER CONSIDERATIONS AND GENERAL UNDERSTANDINGS

a. Limitations. The strategic relationship between the SAI and its sponsors requires that the SAI accept certain restrictions, namely, that the SAI:

(1) May only perform core work as defined in the core statement and in accordance with the guidelines specified in the DHS Management Directive 143-04.

(2) May not compete with any non-FFRDC in response to a Federal request for proposals for other than the operation of an FFRDC.

(3) May accept no work developing specific components or component prototypes, without written approval of the Executive Agent; who may approve the work when directly related to a specific critical system program development.

(4) May accept no work from commercial firms or foreign governments.

(5) Shall not, unless authorized by legislation and the contract, undertake quantity production or manufacturing.

b. The limitations enumerated above apply to the SAI FFRDC, not TBD. TBD may perform non- FFRDC work, if such work meets the following criteria specified in the DHS Management Directive 143-04 and any additional criteria mutually agreed to between TBD and the Primary Sponsor or designee:

(1) Parent institutions operating DHS-sponsored FFRDC(s) may perform non-FFRDC work subject to US(S&T) or its designee review for compliance with established criteria mutually agreed upon by the US(S&T) and the parent institution.

(2) Non-FFRDC work by parent institutions should be in the national interest, such as addressing economic, social, or governmental issues.

(3) Non-FFRDC work shall not undermine the independence, objectivity, or credibility of the FFRDC by posing an actual or perceived conflict of interest, nor shall it detract from the performance of FFRDC work.

(4) Non-FFRDC work shall not be acquired by taking unfair advantage of the parent institution’s operation of its FFRDC(s) or of information that is available to that parent institution only through its FFRDC(s).

(5) Non-FFRDC work may be done for public sector entities and not-for-profit organizations that operate in the public interest; e.g., public charities. Commercial work (i.e., work for for-profit entities) may only be accepted if the primary sponsor, or its designee, grants a specific exception in writing for the commercial work request at issue. If the sponsor grants an exception, such work may not exclusively benefit any individual for-profit entity to avoid the appearance that an FFRDC parent organization is endorsing a particular product, company, or industrial process.

c. Retained Earnings and Fees. The parties acknowledge that fees may be appropriate. They can provide the capital and financial flexibility required to sustain professional expertise, obtain necessary facilities, equipment, and special test equipment, and maintain operations capable of supporting requirements of sponsors of SAI core tasks under the contract. The guidelines for FFRDC Fees included in the DHS Management Directive 143-04 will serve as the guiding document in determining “need-for-fee” and the amount of the fee.

(1) TBD will annually submit a fee justification.

(2) In reviewing the fee justification, the Contracting Officer will apply the methodology and considerations of the FAR and DHS Management Directive 143-04, as applicable. The Contracting Officer will consult, as appropriate, with DHS Contract Audit Personnel or DCAA, and the Executive Agent (or designee) for the

SAI.

(3) Fees received by TBD for the operation of the SAI may be commingled with fees earned on other contracts and/or with other income. Similarly, so long as SAI is operated within TBD, it may use fees received under contracts covered by this Agreement for the benefit of the corporation (e.g., for working capital or facilities acquisition).

d. Cost Elements Requiring Advance Notice. TBD will provide the Executive Agent and the Contracting Officer at least 30 days of advance notice prior to:

(1) The acquisition of real property either by purchase or long-term lease that is to be used primarily by the SAI.

(2) Any material increase in employee benefits chargeable, directly or indirectly, to a contract or contracts covered by this Agreement (except to the extent such increase is mandated by law).

e. Reports. In addition to the reports described in this Agreement, the SAI will provide the reports described in Appendix C of the DHS Management Directive 143-04 to DHS. An annual report will be provided to the Primary Sponsor on 01 July.

f. Technology Transfer. If the SAI wishes to participate in a technology transfer program with private industry, SAI shall adhere to the technology transfer policies established by S&T. Such policies will include adequate safeguards to ensure the SAI remains free of organizational conflicts of interest and that the conditions for establishing and maintaining the SAI are not compromised. S&T shall also review and approve any technology transfer work on a case-by-case basis.

g. Non Disclosure of Sensitive Information. The SAI acknowledges that in the course of performing work for DHS, SAI and its personnel (which include dedicated staff, consultants, and subcontractors) may have access to proprietary and privileged information of DHS and other entities and may also produce information that is proprietary and privileged to DHS. Except as otherwise required by applicable law or regulation or a final order of a court of competent jurisdiction (in which event written notice will be given to DHS prior to disclosure or use of the information in order to give DHS a reasonable opportunity to protect its interests), or as expressly authorized in writing by the DHS Executive Agent, the SAI agrees on behalf of itself and its personnel, that the SAI and its personnel will not (a) disclose any Privileged Information (as defined below) related to the work performed for or on behalf of DHS, or (b) use any Privileged Information for the benefit of the SAI, any of the SAI personnel, or any third party. SAI will require all of its personnel to execute non-disclosure agreements approved by the DHS Executive Agent prior to performing work for DHS, and shall ensure that such personnel comply with the provisions of such agreements and this paragraph g.

(1) For purposes of this Agreement, “Privileged Information” means any and all information and data

(1) relating to the work performed by the SAI for or on behalf of DHS, including the products of such work and deliverables; or (2) provided by DHS, S&T, or any of the DHS Operating Elements to the SAI; or (3) provided by corporate entities working on or advising on DHS matters. “Privileged Information” shall include, but not be limited to, all data, pricing information and cost data information, controlled unclassified information (e.g., Protective Critical Infrastructure Information, Sensitive Homeland Security Information, and Law Enforcement Sensitive Information), know-how, written materials, proposals, memoranda, notes, inventions, devices, technology, designs, copyrighted information, trade secrets, confidential business information, analyses, test and evaluation results, manuals, videotapes, contracts, letters, facsimile transmissions, electronic mail and other correspondence, financial information and projections, and business and marketing plans. “Privileged Information” shall not include any information or data that is in the public domain or becomes part of the public domain by any means other than a breach by SAI or SAI personnel of the obligations under this Agreement.

(2) The restrictions set forth in this Agreement with regard to Privileged Information are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats);

the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive order and listed statutes are incorporated into this agreement and are controlling.

Signing this Agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

10. NON-RENEWAL, TERMINATION, OR DISSOLUTION

a. This Agreement and TBD’s operation of the SAI are based on expectations of a long-term and continuing relationship between the parties. DHS will use its best efforts to inform TBD as far as possible in advance if it concludes that such a long-term relationship is no longer in the best interests of the Government.

b. In the event that the contract for the SAI is terminated (as that term is defined in FAR Part 49) in whole or in part, termination, disposal of assets, and settlement of liabilities will be in accordance with the DHS contract with TBD and FAR 52.249-6. Nothing in this Agreement shall be construed as committing the U.S. Government to termination costs.

c. In the event of such termination or of the expiration or non-renewal of this Agreement and of contract(s) for the SAI, all items that were furnished by the Government or purchased by TBD and charged directly to the contract are the property of the Government and will be managed/disposed of in accordance with FAR 52.245-2.

d. Except as otherwise provided in a contract or advance agreement, all other assets (including equipment and leases on real property) will be the property of TBD and all liabilities will be the responsibility of TBD.

e. In the event of dissolution of TBD, the Members of the Corporation will designate the successor corporation or a charitable organization or organizations or the Federal Government or any or all of them to be recipients to which will be paid over any or all property or assets remaining after the winding up of TBD’s affairs, in accordance with the Corporation’s Certificate of Incorporation and By-Laws.

11. TERM OF THIS AGREEMENT

This Agreement will be effective when executed by both parties and shall be made a part of and incorporated by this reference into the Contract. This Agreement will be in force for the duration of the Contract. Subject to a favorable need determination resulting from the Comprehensive Review (as described by the FAR Section 35.017 and the DHS Management Directive 143-04) and, if mutually agreed between the Primary Sponsor and TBD, this Agreement will continue to be in full force and effect for subsequent renewals of the Contract.

This Agreement obligates no appropriations and creates no responsibility on the part of DHS to fund work at or provide funds to TBD Funds are obligated and work undertaken only and strictly in accordance with the terms and conditions of the Contract.

Jay Cohen President and Chief Executive Officer Under Secretary for Science and Technology TBD Department of Homeland Security

(Date) (Date)