Model Other Transaction Agreement for Infill Radar_9JUN2025.docx

Air Traffic Control (ATC) Future Technologies Infill Radar System Design and Demonstration Experiment Other Transaction Agreement (OTA)

FA2330-25-9-BTBD

between The United States of America

AIR FORCE MATERIAL COMMAND, USAF

AFLCMC/HBAK

75 VANDENBERG DRIVE, BLDG 1630

HANSCOM AFB, MA 01731-2103

And

TBD

CAGE: TBD

Concerning Phased Array Radar for Wind Turbine Mitigation Demonstration

Agreement No.: FA2330-25-9-BTBD

Total Amount of the Agreement: $TBD (Including Unexercised Options)

Government share: $TBD

Recipient share: $TBD

Authority: 10 USC 4023 Procurement for Experimental Purposes

Effective Date:

Catalog of Federal Domestic Assistance number: 12.910

Notice:

SIGNATURE BLOCKS HERE

AGREEMENT:

Pursuant to and under U.S. Federal law, this Agreement is entered into between the United States of America, United States Air Force, hereinafter referred to as the “Government” or “Air Force”, represented by the Air Force Life Cycle Management Center Aerospace Management Division (AFLCMC/HBA), Agreements Officer, Tiffany Hinson, and Company Name, hereinafter referred to as “Contractor”, which is a corporation registered in an acting under the laws of the State of TBD and represented by Name and Title.

This Agreement is a fixed price "Other Transaction-like Agreement" pursuant to 10 U.S.C. § 4023. This Agreement is not a procurement contract, cooperative agreement, or grant agreement for purposes of Federal Acquisition Regulations (FAR) Subsection 31.205-18 or for any other purpose. The provisions of the FAR, Department of Defense Federal Acquisition Regulations Supplement (DFARS), and the Department of the Air Force Federal Acquisition Regulations Supplement (DAFFARS) do not apply, unless explicitly included in this Agreement.

ARTICLE 1 - SCOPE OF THE AGREEMENT

ARTICLE 2 - DEFINITIONS

ARTICLE 3 - ORDER OF PRECEDENCE

ARTICLE 4 - ADMINISTRATIVE INFORMATION

ARTICLE 5 - TERM OF AGREEMENT

ARTICLE 6 - EXTENDING THE TERM

ARTICLE 7 - MODIFICATIONS

ARTICLE 8 - TERMINATION

ARTICLE 9 - OBLIGATIONS, PAYMENTS, AND AGREEMENT LINE-ITEM

NUMBERS

ARTICLE 10 - CLOSEOUT

ARTICLE 11 - DISPUTES AND LIABILITY

ARTICLE 12 - COMPTROLLER GENERAL ACCESS TO RECORDS

ARTICLE 13 - DATA RIGHTS

ARTICLE 14 - OPSEC

ARTICLE 15 - MITRE SUPPORT

ARTICLE 16 - SUPPORT CONTRACTORS AND COVERED GOVERNMENT

SUPPORT CONTRACTORS

ARTICLE 17 - OTHER APPLICABLE LAWS AND REGULATIONS

ARTICLE 18 - EXECUTION

ARTICLE 19 - ADDENDA

ARTICLE 20 - IP/SECURITY

ARTICLE 21 – OTHER TRANSACTION AUTHORITY (OTA) CRITERIA

ARTICLE 1 - SCOPE OF THE AGREEMENT

The Agreement defines the terms and conditions for the Contractor to provide the necessary equipment and services to demonstrate a phased array radar as a possible mitigation for wind turbine clutter in Air Traffic Control (ATC) systems as outlined in the Government’s Problem Statement, Attachment 1. The Contractor will meet the Government’s objectives as set forth in the Vendor’s Response, Attachment 2.

ARTICLE 2 - DEFINITIONS

“Agreement” or “OTA” or “Contract” refers to the Other Transaction Agreement, as authorized under 10 U.S.C. § 4023, between AFLCMC/HBA and Company Name, Agreement No. FA2330-25-9-BTBD.

“Agreements Officer (AO)” is the Air Force Life Cycle Management Center Contracting Activity warranted Agreements Officer authorized to sign the final and agreement and modify the agreement on behalf of the Government.

“Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per project basis to monitor all technical aspects; the AOR shall only assist in agreement administration of the specific project to the extent expressly delegated such administration authority in writing in the Agreement by the responsible Agreements Officer. The AOR shall have no authority to authorize any modifications to the Agreement.

“Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority regarding acquisition functions. It also means elements, or another agency designated by the director of a defense agency, which has been delegated contracting authority through its agency charter.

“Covered defense information” means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at <http://www.archives.gov/cui/registry/categorylist, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Government wide policies, and is

a. Marked or otherwise identified in the agreement and provided to the Contractor by or on behalf of DoD in support of the performance of the agreement; or

b. Collected, developed, received, transmitted, used, or stored by or on behalf of the Contractor in support of the performance of the Agreement.

“Controlled Unclassified Information (CUI)” means unclassified information that requires safeguarding or dissemination controls, pursuant to and consistent with applicable law, regulations, and Governmentwide policies. Instructions for the use, marking, dissemination, and storage of CUI can be found in DoD Instruction 5200.48, “Controlled Unclassified Information (CUI)”.

“Disclosing Party” means the Contractor, or their subcontractors or suppliers, or the Government who discloses Confidential Information.

“Effective Date” means the date when this Agreement is signed and executed by the Agreements Officer for the Government.

“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.

“Parties” means Government and Company Name by its authorized agent where collectively identified and “Party” where each entity is individually identified.

“Receiving Party” means Company Name, or their subcontractors or suppliers, or the Government who receives Confidential Information disclosed by a Disclosing Party.

“Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering or otherwise proprietary information, including, but not limited to, patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if:

a. The owner thereof has taken reasonable measures to keep such information secret; and

b. The information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, the public.

ARTICLE 3 - ORDER OF PRECEDENCE

The Agreement takes precedence over all attachments. In the event of any inconsistency between the terms of this Agreement and the Attachments to this Agreement, the terms of this Agreement shall supersede and control.

ARTICLE 4 - ADMINISTRATIVE INFORMATION

Unless otherwise provided in this Agreement, approvals permitted or required to be made by the AFLCMC/HBA Contracting Activity may be made only by the AFLCMC/HBA Contracting Activity Agreements Officers. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the Parties:

AFLCMC/HBA: Tiffany Hinson Agreements Officer AFLCMC/HBAK 75 Vandenberg Dr, Bldg 1630 Hanscom AFB, MA 01731 E-mail: Tiffany.Hinson.1@us.af.mil

AOR(s): Capt Reagan Pittman

AFLCMC/HBAA

75 Vandenberg Dr, Bldg 1630 Hanscom AFB, MA 01731 E-mail: Reagan.Pittman@us.af.mil

Street Address Street Address cont E-mail:

Each Party may change its representatives named in this Article by written notification to the other Party.

ARTICLE 5 - TERM OF AGREEMENT

The term of this Agreement shall be a total of twelve (12) months from date of Agreement Award.

ARTICLE 6 - EXTENDING THE TERM

The term of this OTA may be extended by written mutual agreement of the Parties. Any extension shall be formalized through issuance of a modification to this Agreement signed by the Agreements Officer and Company Name in accordance with (IAW) Article 7 below.

ARTICLE 7 - MODIFICATIONS

All Agreement modifications, except for minor or administrative modifications, shall be made by mutual agreement of the Parties and be subject to negotiations. Minor administrative Agreement corrections (e.g. changes in paying office or appropriation data, changes to the Government personnel identified Article 4, changes in funding, etc.) may be made unilaterally by the Government.

Modifications to the Terms and Conditions of the Agreement: The Government will be responsible for effecting all modifications to this Agreement. The Agreement shall not be considered modified unless there is a formal written modification to the Agreement signed by the Agreements Officer. The effective date of the modification will be the date the Agreements Officer signs the modification. The modification will be documented and incorporated into this Agreement under Article 19, Addenda.

ARTICLE 8 - TERMINATION

A. The Government may stop performance of work under this Agreement, in whole or in part, if the AO determines that a termination is in the Government’s interest. Upon receipt of the Government’s notice of termination specifying the extent of the termination and the effective date, Company Name shall and except as directed by the AO, immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

1. Stop work as specified in the notice.

2. Place no further orders for materials, services, or facilities, except as necessary to complete any portion of the Agreement not affected by the termination.

3. Terminate all orders to the extent they relate to the work terminated.

4. With approval or ratification to the extent required by the AO, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders; the approval or ratification will be final for purposes of this Article.

5. Complete performance of any work not terminated, if applicable.

B. After termination, Company Name shall submit a final termination settlement proposal to the AO in the form and with the certification prescribed by the AO.

C. Company Name and the AO may agree on the whole or any part of the amount to be paid because of the termination. The agreement shall be modified IAW Article 7, and Company Name paid the agreed upon amount on the whole or in part.

D. If Company Name and the AO fail to agree in whole or in part on the amount to be paid because of the termination of work, the AO shall determine, on the basis of information available, the amount, if any, due the Contractor, and shall pay that amount, which shall include the following:

All costs reimbursable under this Contract, not previously paid, for the performance of this Agreement before the effective date of the termination, and those costs that may continue for a reasonable time with the approval of or as directed by the Agreements Officer; however, the Contractor shall discontinue those costs as rapidly as practicable.

E. Stop Work

1. As directed by the AO, Company Name shall stop all, or any part, of the work called for under this Agreement for a period of thirty (30) days after the written order is delivered, and for any further period to which the Parties may agree. The order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the stop-work order, Company Name shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of ninety (90) days after a stop-work order is delivered, or within any extension of that period to which the Parties shall have agreed, the AO shall either:

a. Cancel the stop-work order; or

b. Terminate the work covered this Agreement IAW this Article.

2. If a stop-work order issued under this Article is canceled, Company Name shall resume work. The Government shall make an equitable adjustment in the delivery schedule or negotiated price, or both, and the Government’s share of this Agreement shall be modified, in writing, accordingly, if:

a. The stop-work order results in an increase in the time required for, or in the cost properly allocable to, the performance of any part of this Agreement; and

b. Company Name asserts its right to the adjustment within thirty (30) calendar days, or as may be mutually extended, after the end of the period of work stoppage; provided, that, if the Government decides the facts justify the action, the Government may receive and act upon a proposal submitted at any time before final payment under this Agreement.

F. The following FAR Clauses are hereby incorporated into this agreement as if fully set forth herein:

1. FAR 52.249-02 Termination for Convenience of the Govt (FP)

2. FAR 52.249-09 Default (FP), with the understanding that in the event of Default, the Government reserves the right to acquire work similar to the work terminated IAW FAR 52.249-09(b). However, the Government expressly and irrevocably waives the right to recover excess costs of re-procurement from Company Name under FAR 52.249-09(b).

ARTICLE 9 – OBLIGATIONS, PAYMENTS, CHANGES, AND ALINS

A. Obligation

1. Except as specified in Article 11 Disputes, the Government’s liability to make payments to Company Name is limited only to those funds obligated under this Agreement or by modification to the Agreement.

2. If a modification becomes necessary in the performance of this Agreement, pursuant to Article 7 of this Agreement, the AO and Company Name shall establish and execute a mutually agreed to revised payment schedule.

3. The Government will accept or reject services and/or materials as promptly as practicable after delivery. Unless earlier rejected, services and materials are presumed accepted thirty (30) calendar days after the date of delivery.

B. Payments

1. The Parties agree that fixed payments will be made for the completion of milestones. These payments reflect value received by the Government toward the accomplishment of this Agreement.

2. Company Name shall document the accomplishments of each completed milestone by submitting the required deliveries in accordance with the Problem Statement (Attachment 1) and Schedule of Milestones and Payments (Attachment 3 (to be proposed by Company Name and agreed to by the Government). After written verification of the accomplishment of the milestone by the AO, Company Name shall submit their invoice through Wide Area Work Flow (WAWF).

3. Payments shall be made in the amounts set forth in Attachment 3 Schedule of Milestones and Payments, provided the AO has verified the completion of the milestone(s).

4. Payments will be made by the cognizant Defense Finance and Accounting Service (DFAS) office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. Company Name is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. Company Name shall:

a. Ensure an Electronic Business Point of Contact is designated within the System for Award Management (SAM) at http://www.sam.gov and

b. Register to use WAWF at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step-by-step procedures to register are available at the https://wawf.eb.mil site. Company Name is directed to use the 2-in-1 format when processing invoices.

c. Company Name shall 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.

5. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

6. Company Name shall submit a Combo request through WAWF utilizing the following Routing Data to fill in the applicable fields in WAWF when creating payment requests in the system for a DoD non-FAR based contract:

Routing Data Table

7. All payment requests shall include an invoice (Contractor’s format is acceptable) to include at a minimum, invoice number (ex. PPRA001), Line Item/SubLine Item and Agreement number. Note, all invoices shall be for exact payment amount as referenced in the Article 1 description.

8. Company Name shall include the following WAWF e-mail notifications when submitting invoices to assure payment approval:

Agreement Officer: Tiffany.Hinson.1@us.af.mil

AOR: Reagan.Pittman.1@us.af.mil

For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

9. Electronic Fund Transfer: Company Name must be enrolled in EFT by contacting the paying office designated in the Agreement and requesting Form SF 3881, Automated Clearing House (ACH) Company Name /Miscellaneous Payment Enrollment Plan. This form must be completed by Company Name and Company Name financial institution and returned to the paying office. The paying office will complete the process and notify Company Name that the EFT enrollment is complete.

All payments under this Agreement will be held until Company Name provides the required EFT enrollment information.

The CAGE Code and DUNS number for Company Name are as follows:

CAGE Code: TBD DUNS number: TBD

Registration in the System Award for Management (SAM) is mandatory.

The following FAR and DFARS clauses are incorporated by reference into this Agreement:

1. FAR 52.232-1 Payments (April 1984)

2. FAR 52.232-32 Performance Based Payments (APR 2012)

3. Payment Instructions per DFARS PGI 204.7108 https://www.acq.osd.mil/dpap/dars/pgi/pgi_htm/current/PGI204_71.htm%23payment_instructions

4. DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports (DEC 2018)

5. DFARS 252.232-7006 Wide Area Work Flow Payment Instructions (JAN 2023)

C. Travel

1. CONUS travel is anticipated. Prior to expending funds for travel exceeding what is already stated in Company Name’s proposal, which is authorized and included in the price, Company Name must request written permission from the AO whose permission or rejection shall be received within three (3) business days of Company Name’s request.

2. Changes required for travel shall be completed in accordance with Paragraph X of this article, “Changes”. Company Name shall use FAR 31.205-46 “Travel Cost” to determine the most economical method of travel.

D. Changes

1. The AO may at any time, by written order, and without notice to the sureties, if any, make changes within the general scope of this contract in any one or more of the following:

a. Drawings, designs, or specifications

b. Place of demonstration

c. Description of services to be performed

d. Time of performance (i.e., hours of the day, days of the week, etc.)

e. Place of performance of the services

2. If any such change causes an increase or decrease in the cost of, or time required for, performing this contract, whether or not changed by the order, the AO shall make an equitable adjustment in –

a. The contract price, the time of performance, or both; and

b. Other affected terms of the contract, and shall modify the contract accordingly

3. The Contractor must assert its right to an adjustment under this clause within thirty (30) days from the date of the receipt of the written order. However, if the AO decides that the facts justify it, the AG may receive and act upon a proposal submitted before final payment of the contract.

4. If the Contractor’s proposal includes the cost of property made obsolete or excess by the change, the AO shall have the right to prescribe the manner of the disposition of the property.

5. Failure to agree to any adjustment shall be a dispute under the Disputes clause. However, nothing in this clause shall excuse the Contractor from proceeding with the agreement as changed.

E. The following ALINs are set up for this agreement:

Infill Radar Experiment

Travel

Option - Contractor Power to Radar Site

ARTICLE 10 – CLOSEOUT

1. Company Name shall, at least thirty (30) days prior to the expiration date of the Agreement, contact the AO to establish:

a. All steps needed to close out the Agreement

b. A schedule for completing those steps.

2. The following provisions shall apply to closeout:

a. The responsible AO and Payment Office shall expedite completion of steps needed to close out awards and make prompt final payments to Company Name.

b. Company Name shall account for any real property and personal property identified as Government Furnished Equipment and Contractor Acquired Property (CAP) received from or acquired on behalf of the Federal Government in accordance with the terms of the Agreement.

3. The closeout of this Agreement does not affect any of the following:

a. Any specified audit requirements

b. Any specified property management requirements

c. Records retention as required by the Agreement

4. After closeout of this Agreement, a responsibility or requirement created under this Agreement may be modified or ended in whole or in part with the consent of the Agreements Officer and Company Name, provided the responsibilities of Company Name referred to in the Agreement, including those for property management as applicable, are considered and provisions are made for continuing responsibilities of Company Name, as appropriate.

ARTICLE 11 - DISPUTES AND LIABILITY

A. The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article with the objective of resolving any misunderstanding, disagreement, claims, or disputes by mutual agreement.

B. Dispute Resolution Procedures

1. Any disagreement, claim, or dispute between AFLCMC/HBA and Company Name concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding, which the complaining Party had reason to know arose more than three (3) months prior to the notification made under this subsection, constitute the basis for relief under this Article unless the Division Chief of the Contracting Office, AFLCMC/HBAK, in the interest of justice waives this requirement.

3. Failing resolution by mutual agreement, or no later than four (4) months after informal notification was made to the other Party, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the respective AO or AOR, as the case may be) in writing documenting the relevant facts, identifying unresolved issues, specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within ten (10) working days after providing such documentation and notice to the other Party, the aggrieved Party may, in writing, request a decision by the Division Chief of the Contracting Office, AFLCMC/HBAK. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The Division Chief of the Contracting Office, AFLCMC/HBAK, will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such position. Any such decision is final and binding, except that one or both of the parties may petition the United States Court of Federal Claims for judgement upon a claim or dispute arising under or related to this Agreement, in accordance with 28 U.S.C. § 1491.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of Government funding disbursed as of the time the dispute arises. In no event shall either party be liable for claims for consequential, punitive, special, and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE 12 - COMPTROLLER GENERAL ACCESS TO RECORDS

This Article is currently not applicable as the total amount of the agreement, including unexercised options, does not exceed $5,000,000. The language is provided for informational purposes. In the event the agreement exceeds $5,000,000 this Article will apply and will be documented via modification.

The Agreements Officer or representative, and the Comptroller General of the United States, in its discretion, shall have access to and the right to reasonably examine, any party's to the Agreement or any entity's that participate in the direct performance of this Agreement, directly pertinent records involving transactions related to the Agreement for a period of three (3) years after final payment is made. If this Agreement is completely or partially terminated, the records relating to the work terminated shall be made available for three (3) years after any resulting final termination settlement. Records relating to litigation or the settlement of claims arising under or relating to this Agreement shall be made available until such litigation or claims are finally resolved. This paragraph only applies to any record that is created or maintained in the ordinary course of business or pursuant to a provision of law. For this Article, directly pertinent records include books, documents, accounting procedures and practices, and other data, regardless of type and regardless of form. The terms of the Article shall be included in all sub- agreements to the Agreement.

ARTICLE 13 - DATA RIGHTS

Data that will be delivered, furnished, or otherwise provided to the Government under this Agreement, in which the Government has previously obtained rights, shall be delivered, furnished, or provided with the pre- existing rights, unless (a) the parties have agreed otherwise, or (b) any restrictions on the Government’s rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.

The following DFARS provisions and clauses with respect to data rights are applicable:

· 252.227-7013* Rights in Technical Data--Noncommercial Items (JAN 2025)

· 252.227-7014* Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (JAN 2025)

· 252.227-7015* Technical Data Commercial Items (JAN 2025)

· 252.227-7016* Rights in Bid or Proposal Information (JAN 2023)

· 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions (JAN 2025)

· 252.227-7019* Validation of Asserted Restrictions--Computer Software (JAN 2025)

· 252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends (JAN 2025)

· 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APR 1988)

· 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government (JUN 1995)

· 252.227-7030 Technical Data – Withholding of Payment (MAR 2000)

· 252.227-7037* Validation of Restrictive Markings on Technical Data (JAN 2025)

· 252.225-7048* Export-Controlled Items (JUN 2013)

Note: The clauses with an asterisk above are required to flow down and shall be flowed down to Company Name subcontractors.

Company Name represents to the USAF that it either owns or possesses appropriate licensing rights to all intellectual property set forth in this Proposal or anticipated to be utilized in its design, or in the case of any commercial off-the-shelf (“COTS”) equipment, Company Name represents that it either possesses or will possess the appropriate right to use such COTS equipment and its technical data. Company Name asserts for itself, or the persons identified below, that the USAF's rights to use, release, or disclose the following non-commercial technical data or computer software that Company Name intends to deliver as part of this Agreement should be restricted in accordance with DFARS 252.227-7017.

As part of the terms and conditions of this Agreement, Company Name understands and agrees that the Government reserves the right to order additional design artifacts and/or documentation, in accordance with DFARS Clause 252.227-7027. Insofar as not addressed by the Vendor Response attached to this Agreement, Company Name agrees to produce all deliverables in a format specified by the Government. The Agreements Officer will provide guidance as to acceptable deliverable formatting upon request.

In accordance with DFARS 252.227-7013 and -7014, the Government’s rights to use, release, or disclose the non-commercial technical data or computer software listed in Table TBD below, which Company Name is obligated to deliver to the Government under this Agreement, will be limited as set forth in Attachment 4, Data Rights Assertion List.

A. Data Rights-

1. During performance of this Agreement, Company Name will submit to the Government certain experiment design documents, which will be comprised of the deliverables identified both in Company Name’s Vendor Response and in the table out in the Problem Statement.

B. Patent Rights

1. The Government acknowledges and agrees that Company Name experiment documents that Company Name will submit to the Government at the conclusion of this Agreement will not be classified as “Subject Inventions” under DFARS 252.227-7038.

2. Company Name acknowledges and agrees to timely perform all disclosures, notifications, and duties prescribed by DFARS 252.227-7038(c)(1) and DFARS 252.227-7038(e)(2-10) for any and all potential “Subject Inventions”. Company Name further acknowledges and agrees that though Company Name documents submitted during this agreement will not be classified as “Subject Inventions” in themselves, some of the concepts contained therein may still be examined in a “Subject Invention” analysis under DFARS 252.227-7038, should one be performed.

3. Company Name and the Government each acknowledge and agree that all time periods contained within DFARS 252.227-7038 not discussed in paragraph B(2) above are tolled until such a time as any future contract action is entered into by Company Name and the Government regarding the procurement. Company Name and the Government each further acknowledge and agree that a “Subject Invention” analysis under DFARS 252.227-7038 will not be performed on Company Name’s documents unless and until the parties agree to such an analysis as part of a future contract action regarding the Infill Radar procurement.

ARTICLE 14 – OPSEC

All Company Name employees, including subcontractor employees, shall comply with all installation and facility access and local security policies and procedures (provided by Government representative), and security/emergency management exercises. Company Name shall also provide all information required for background checks to meet installation access requirements. Company Name workforce shall comply with all personal identity verification and accountability requirements as directed by DoD, the Government customer, and/or local policy. Should the Force protection Condition (FPCON) at any individual facility or installation change, the Government may require changes in Company Name security matters or processes. During FPCONs Charlie and Delta, services/installation access may be discontinued/postponed due to higher threat. Services will resume when FPCON level and/or threat is reduced to an acceptable level as determined by the Installation Commander. The COMPANY shall be subject to and comply with vehicle searches, wearing of ID badges, etc. If access to classified information becomes required in the performance of this Agreement such access will be in accordance with the DoD 5220.22-M, National Industrial Security Program Operating Manual (NISPOM), and all applicable DoD personnel security regulations.

Public Release of Information: In accordance with AFI 10-701, Operations Security (OPSEC), 30 Jul 18 (or DoDM 5205.02-M), an OPSEC review will be performed by the Government prior to all public release of information. All Government information intended for public release by Contractor shall undergo a Government OPSEC review prior to release.

As per 48 CFR 324.105, information in this Agreement and any information that is borne from this Agreement shall be restricted to those entities identified in this agreement. Any deviation of the above must be approved, in writing, by the Agreements Officer prior to said deviation.

The Government may from time to time disclose Government Confidential Information to Company Name and its subcontractors or suppliers, and Company Name and its subcontractors or suppliers, may from time to time disclose information that is Trade Secret or Confidential Information to the Government in connection with the Agreement or performance thereunder. Neither the Government nor Company Name or their subcontractors or suppliers shall be obligated to transfer Confidential Information or Trade Secrets independently developed by the Government or Company Name or their subcontractors or suppliers, absent an express written agreement between the Parties providing the terms and conditions for such disclosure.

The Receiving Party agrees, to the extent permitted by law, that Confidential Information and Trade Secrets shall remain the property of the Disclosing Party (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential Information and Trade Secrets shall not be disclosed, divulged, or otherwise communicated by it to third parties or used by it for any purposes, provided that the duty to protect such “Confidential Information” and “Trade Secrets” and shall not extend to materials or information that:

1. Are received or become available without restriction to the Receiving Party under a proper, separate agreement,

2. Are not identified with a suitable notice or legend per Article entitled "Confidential Information" herein,

3. Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records,

4. Are or later become part of the public domain through no fault of the Receiving Party,

5. Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,

6. Are developed independently by the Receiving Party without use of Confidential Information or Trade Secrets as evidenced by written records,

7. Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

Upon the request of Company Name, the Government shall promptly return all copies and other tangible manifestations of the Confidential Information or Trade Secrets disclosed. Upon request by the Government, Company Name shall promptly return all copies and other tangible manifestations of the Confidential Information disclosed by the Government. As used in this section, tangible manifestations include human readable media as well as magnetic and digital storage media.

The Government and Company Name shall flow down the requirements of this Article to their respective personnel, agents, partners, and team members receiving such Confidential Information or Trade Secrets under this Agreement.

ARTICLE 15 - MITRE SUPPORT Comment by David S. Mazel: I didn’t know Mitre was part of this work. If they are NOT part of the work, I suggest we remove this section and renumber the subsequent articles. o Comment by EDOUARD, JEAN R GS-13 USAF AFMC AFLCMC/HBAG: Mitre is not providing support and should be removed. Technical support is provided by the Regulus-Group.

A. This OT Agreement is under the general program management of AFLCMC/HBA. AFLCMC/HBA has entered into a contract with The MITRE CORPORATION, a Federally Funded Research and Development Center (FFRDC), for the services of a technical group that will support the AFLCMC/HBA program office. The AFLCMC/HBA program office will require all MITRE employees to sign a Non-Disclosure Agreement prior to contributing with the Government to the performance of this Agreement and the Problem Statement.

B. In the performance of this OT Agreement, Company Name agrees in the performance of this Agreement to use commercially reasonable efforts to cooperate with The MITRE Corporation by:

1. Responding to invitations from authorized U.S. Government personnel to attend meetings

2. Discussing technical matters solely relating to this Agreement

3. Providing reasonable access to relevant data used in the performance of this Agreement, and

4. Allowing observation of technical activities in performance of this Agreement by appropriate technical personnel of The MITRE Corporation.

C. The MITRE Corporation personnel (i) are authorized to access information that AFLCMC/HBA is entitled to under this Agreement and (ii) are authorized to discuss and disclose such technical information (including proprietary information) in furtherance of its agreements within DoD organizations.

D. The MITRE Corporation personnel are not authorized to direct Company Name in any manner. Company Name personnel are not authorized to direct MITRE personnel. AFLCMC/HBA is responsible for directing MITRE personnel to conduct themselves in furtherance of this Agreement.

ARTICLE 16 - SUPPORT CONTRACTORS AND COVERED GOVERNMENT

SUPPORT CONTRACTORS

A. This Agreement is under the general program management of AFLCMC/HBA. AFLCMC/HBA has or may enter into contracts to provide Advisory and Assistance Services (A&AS) or Engineering, Professional, and Administrative Support Services (EPASS) hereinafter referred to as "Support Contractors." AFLCMC/HBA also has or may enter into contracts with one or more companies which have employees with skills to contribute to the performance of this Agreement hereinafter referred to as "Covered Government Support Contractors." Once the names of such Support Contractors or Covered Government Support Contractors are known, the Government will notify Company Name in writing no less than fifteen (15) business days prior to the start of the Support Contractors or Covered Government Support Contractors performance and provide notice to Company Name that said employees signed the Government's Non-Disclosure Agreement. Company Name, in accordance with its standard policies and practices, reserves the right to withdraw Support Contractors or Covered Government Support Contractors access in accordance with its standard policies and practices. AFLCMC/HBA is responsible for ensuring that such contractors conduct themselves consistent with the agreement between such companies and the Government and in furtherance of this Agreement.

B. In the performance of this Agreement, Company Name agrees to support performance of this Agreement by using commercially reasonable efforts to cooperate with Support Contractors and Covered Government Support Contractors from these companies by 1) discussing technical matters solely relating to this Agreement; 2) provide access to relevant data used in the performance of the Agreement, and 3) by interfacing with such Support Contractors and Covered Government Support Contractors concerning their contributions to the performance of the Agreement, provided that such activity does not cause a change in the Company Name performance of this Agreement.

C. AFLCMC/HBA may provide information that Company Name provides to AFLCMC/HBA under the terms of this Agreement to employees of Support Contractors and Covered Government Support Contractors who have a need to access such information to fulfill their obligations under their respective agreements with AFLCMC/HBA and are subject to Federal information handling rules and regulations.

ARTICLE 17 - OTHER APPLICABLE LAWS AND REGULATIONS

A. Civil Rights Act: This OT Agreement is subject to the compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. § 2000-d) relating to nondiscrimination in Federally assisted programs. Company Name agrees to comply with the nondiscriminatory provisions of the Act.

B. Whistleblower Protection Act: This OT Agreement is subject to the compliance with Title V of the Whistleblower Protection Act of 1989 relating to the protections available to Federal employees against prohibited personnel practices, and for other purposes. Company Name agrees to comply with the applicable provisions of the Act.

C. Environmental, Safety, and Health Responsibility: Company Name shall comply with all applicable Federal, State, and local environmental, safety, and health laws and regulations. Company Name is responsible for assuring all Government Facilities procedures are followed and necessary permits for performing projects under this OT Agreement are in place before performing activities requiring such permits. Any cost resulting from the failure of Company Name to perform this duty shall be borne by Company Name.

D. US Flag Air Carriers: Travel supported by U.S. Government funds under this Agreement shall use U.S.-flag air carriers (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 ( 49 U.S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B 138942. (See General Services Administration amendment to the Federal Travel Regulations, Federal Register (63 FR 63417-63421.))

E. Combating Trafficking in Persons

a. Policy. In accordance with 22 U.S.C. Chapter 78, the United States Government has adopted a policy prohibiting trafficking in persons.

b. In accordance with this statute, this Agreement, may be terminated by the Government, without penalty, if Company Name uses labor recruiters, brokers, or other agents who engage in:

1) severe forms of trafficking in persons

2) the procurement of a commercial sex act during the period of time that the grant, contract, or cooperative agreement is in effect

3) the use of forced labor in the performance of the grant, contract, or cooperative agreement, or

4) acts that directly support or advance trafficking in persons, including the following acts:

i. Destroying, concealing, removing, confiscating, or otherwise denying an employee access to that employee's identity or immigration documents.

ii. Failing to provide return transportation or pay for return transportation costs to an employee from a country outside the United States to the country from which the employee was recruited upon the end of employment if requested by the employee, unless-

A. exempted from the requirement to provide or pay for such return transportation by the Federal department or agency providing or entering into the grant, contract, or cooperative agreement; or

B. the employee is a victim of human trafficking seeking victim services or legal redress in the country of employment or a witness in a human trafficking enforcement action.

iii. Soliciting a person for the purpose of employment, or offering employment, by means of materially false or fraudulent pretenses, representations, or promises regarding that employment.

iv. Charging recruited employees unreasonable placement or recruitment fees, such as fees equal to or greater than the employee's monthly salary, or recruitment fees that violate the laws of the country from which an employee is recruited.

v. Providing or arranging housing that fails to meet the host country housing and safety standards.

F. Procurement Ethics Requirements

For the purposes of 41 United States Code Chapter 21 only, this OT Agreement shall be treated as a Federal agency procurement.

a. Unauthorized Obligations-FAR 52.232-39 is applicable.

b. Compliance with the Trade Agreements Act IAW DFARS 252.225-7021.

c. Preventing Personal Conflicts of Interest, IAW FAR 52.203-16

d. Integrity of Unit Prices IAW FAR 52.215-14

e. Fed, State and Local Taxes IAW FAR 52.229-3

G. FAR 52.249-14 EXCUSABLE DELAYS (APR 1984)

a. Except for defaults of subcontractors at any tier, the Contractor shall not be in default because of any failure to perform this contract under its terms if the failure arises from causes beyond the control and without the fault or negligence of the Contractor. Examples of these causes are (1) acts of God or of the public enemy, (2) acts of the Government in either its sovereign or contractual capacity, (3) fires, (4) floods, (5) epidemics/pandemics, (6) quarantine restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe weather. In each instance, the failure to perform must be beyond the control and without the fault or negligence of the Contractor. “Default” includes failure to make progress in the work so as to endanger performance.

b. If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the Contractor and subcontractor, and without the fault or negligence of either, the Contractor shall not be deemed to be in default- unless-

1) The subcontracted supplies or services were obtainable from other sources

2) The Agreements Officer ordered the Contractor in writing to purchase these supplies or services from the other source; and

3) The Contractor failed to comply reasonably with this order.

ARTICLE 18 – EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of Company Name and the AFLCMC/HBA Agreements Officer designated in this Agreement.

ARTICLE 19 – ADDENDA

The Agreements Officer IAW Article 7 will append modifications to the Agreement as Addenda to this OT Agreement. The Agreements Officer will label the Addendum using numbers with the first modification labeled as Addendum 1. All Addenda will be subject to the Articles in the OT Agreement and the OT Agreement will control unless otherwise stated in the Addendum.

ARTICLE 20 - IP/SECURITY

This program involves the marking and handling of DoD unclassified controlled information (CUI). The Contractor shall comply with DoD Instruction 5200.48, Controlled Unclassified Information, and National Institute of Standards and Technology (NIST) SP 800-171, Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations.

The requirements for properly handling and disseminating controlled and restricted information shall flow down to respective personnel, subcontractors, and any other levels receiving access to such data.

A. MARKING OF DATA

The Contractor shall mark all technical information, regardless of its medium, with the appropriate distribution statement as prescribed by the controlling DoD office in accordance with DoD Instruction 5230.24. Examples of technical information include research and engineering data, technical reports, blueprints, drawings, technical orders, technical manuals, plans, instructions, catalog-item identifications, process sheets, data sets, models, studies and analyses and related information, computer software, film, technical papers, and photographs.

To accommodate Data Rights, the deliverables will be marked as follows to direct the reader to this Agreement between Company Name and the Government:

1. Government Unlimited License Rights

GOVERNMENT UNLIMITED LICENSE RIGHTS

FA2330-25-R-BTBD

Contractor Name Contractor Address

2. Government Purpose Rights

GOVERNMENT PURPOSE RIGHTS

FA2330-25-R-BTBD

Contractor Name Contractor Address Expiration Date: 5 Years

3. Limited Rights

GOVERNMENT LIMITED RIGHTS

FA2330-25-R-BTBD

Contractor Name Contractor Address

B. EXPORT CONTROL

The Contractor agrees to comply with U.S. Export regulations including, but not limited to, the requirements of the Arms Export Control Act, 22 U.S.C. § § 2751-2794, including the International Traffic in Arms Regulation (ITAR), 22 C.F.R. § 120 et seq.; and the Export Administration Act, 50 U.S.C. app. § 2401-2420.