MSU-MIL-RFP_K25-015_Venture_Studio_Expertise_Sample_Contract 04.01.25.pdf

Venture Studio Technology Commercialization

MSU-MIL-RFP K25-015

THIS CONTRACT is entered into between Montana State University, MilTech, (Partnership Intermediary (PI)), herein referred to as "University”, and [[ Name (Primary Second Party) ]], hereinafter referred to as the "Contractor".

Contractor Information:

Name: [[ Name (Primary Second Party) ]] Address: [[ Street Line 1 (Primary Second Party) ]] [[ City/Town (Primary Second Party) ]], [[ State/Province (Primary Second Party) ]], [[ Postal Code (Primary Second Party) ]] Phone #: [[ Phone Number (Primary Second Party) ]]

MSU Information:

Name: Montana State University Address: P.O. Box 174270 Bozeman, Montana, 59717 Phone #: +1 406-229-6100

This is a Master Agreement which provides for the performance of services for multiple projects over a specified period of time. Services shall be performed only as authorized by Task Orders issued under this agreement.

1. PURPOSE

The purpose of this agreement is to contract to develop of Venture Studios for Technology Commercialization.

2. EFFECTIVE DATE, DURATION, AND RENEWAL

2.1 Contract Term. The contract’s initial term is May 1, 2025 through April 30, 2026, unless terminated earlier as provided in this contract. In no event is this contract binding on the University unless all required University’s authorized representatives have signed it. The legal counsel signature approving legal content of the contract and the procurement officer signature approving the form of the contract do not constitute an authorized signature.

2.2 Contract Renewal. University may renew this contract under its then-existing terms and conditions (subject to potential cost adjustments described below in section 3) in one-year intervals, or any interval that is advantageous to University. This contract, including any renewals, may not exceed a total of seven years.

3. COST ADJUSTMENTS

3.1 Cost Increase by Mutual Agreement. After the contract’s initial term and if University agrees to a renewal, the parties may agree upon a cost increase. University is not obligated to agree upon a renewal or a cost increase. Any cost increases must be based on demonstrated industry-wide or regional increases in Contractor's costs. Publications such as the Federal Bureau of Labor Statistics and the Consumer Price Index (CPI) for all Urban Consumers may be used to determine the increased value.

4. SERVICES AND/OR SUPPLIES

Contractor shall provide the University the following: See Attachment A, Scope of Work..

This agreement provides the general terms and conditions that will govern the relationship and performance of contractor for the various projects. Each Task Order will further describe the particular project, specific services, work schedule and cost or estimated cost of the work to be performed. This agreement is incorporated by reference in each Task Order and each Task Order may include additional terms and conditions that may be imposed by the funding agency of the particular project.

No work is to be completed until the University receives a fully executed task order from the Contractor (see Attachment A: Sample Task Order Template).

5. WARRANTIES

5.1 Warranty of Services. Contractor warrants that the services provided conform to the contract requirements, including all descriptions, specifications and attachments made a part of this contract.

University’s acceptance of services provided by Contractor shall not relieve Contractor from its obligations under this warranty. In addition to its other remedies under this contract, at law, or in equity, University may, at Contractor's expense, require prompt correction of any services failing to meet Contractor's warranty herein.

Services corrected by Contractor shall be subject to all the provisions of this contract in the manner and to the same extent as services originally furnished.

6. CONSIDERATION/PAYMENT

6.1 Payment Schedule. In consideration of the services to be provided, the University shall pay Contractor according to the following schedule: Upon receipt of detailed task order and approved invoice, per terms of contract..

MilTech approved travel shall be reimbursed in accordance with Task Order Attachment 3, MilTech Contractor Travel Reimbursement Guidelines. All invoices must be approved for payment by the MilTech Technical Point of Contact or MilTech Authorized Program Manager. Payment of final invoice also requires that the Contractor properly complete and sign Task Order Attachment 1, Invention Disclosure Form for the project. All payment terms will be computed from the date of delivery of supplies or services OR receipt of a properly executed invoice, whichever is later.

All invoices are to be sent to miltech-finance@montana.edu. Please include the MSU-MilTech Contract Number and MilTech Task Order Number on invoices to avoid any delays.

mailto:miltech-finance@montana.edu

6.2 Withholding of Payment. In addition to its other remedies under this contract, at law, or in equity, University may withhold payments to Contractor if Contractor has breached this contract. Such withholding may not be greater than, in the aggregate, 15% of the total value of the subject statement of work or applicable contract.

6.3 Payment Terms. All payment terms will be computed from the date of acceptance of supplies or services OR receipt of a properly executed invoice, whichever is later. Unless otherwise noted in the solicitation document, the University has 30 days to pay invoices, as allowed by 17-8-242, MCA. Contractor shall provide banking information at the time of contract execution in order to facilitate the University’s electronic funds transfer payments.

6.4 Reference to Contract. The contract number MUST appear on all invoices, packing lists, packages, and correspondence pertaining to the contract. If the number is not provided, the University is not obligated to pay the invoice.

7. NON-EXCLUSIVE CONTRACT

The intent of this contract is to provide University departments with an expedited means of procuring supplies and/or services. This contract is for the convenience of University departments and is considered by University Procurement Services to be a "Non-exclusive" use contract. Therefore, agencies may obtain this product/service from sources other than the contract holder(s) as long as they comply with Title 18, MCA, and their delegation agreement. University Procurement Services does not guarantee any usage.

8. NON-DISCLOSURE REQUIREMENT

In the performance of the services under this agreement, Contractor and its employees may gain access to information that is confidential, proprietary or otherwise protected from disclosure under the terms of the prime contract. Each contractor agrees that each employee working on this contract will sign Task Order Attachment 2, Non-Disclosure Agreement for Contractors and Contractor Employees and will submit the signed form to the University before beginning work under any Task Order.

9. ACCESS AND RETENTION OF RECORDS

9.1 Access to Records. Contractor shall provide the University, State, Legislative Auditor, or their authorized agents access to any records necessary to determine contract compliance. The University may terminate this contract under section 23, without incurring liability, for the Contractor’s refusal to allow access as required by this section. (18-1-118, MCA.)

9.2 Retention Period. Contractor shall create and retain all records supporting the services described in this contract for a period of eight years after either the completion date of this contract or termination of the contract.

10. ASSIGNMENT, TRANSFER, AND SUBCONTRACTING

Contractor may not assign, transfer, or subcontract any portion of this contract without the University's prior written consent. (18-4-141, MCA.) Contractor is responsible to the University for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by Contractor. No contractual relationships exist between any subcontractor and the University under this contract.

11. HOLD HARMLESS/INDEMNIFICATION

Contractor agrees to protect, defend, and save the University, its officials, agents, and employees, while acting within the scope of their duties as such, harmless from and against all claims, demands, causes of action of any kind or character, including the cost of defense thereof, arising in favor of Contractor's employees or third parties on account of bodily or personal injuries, death, or damage to property arising out of services performed or omissions of services or in any way resulting from the acts or omissions of Contractor and/or its agents, employees, representatives, assigns, subcontractors, except the sole negligence of the University, under this agreement.

12. REQUIRED INSURANCE

12.1 General Requirements. Contractor shall maintain for the duration of this contract, at its cost and expense, insurance against claims for injuries to persons or damages to property, including contractual liability, which may arise from or in connection with the performance of the work by Contractor, agents, employees, representatives, assigns, or subcontractors. This insurance shall cover such claims as may be caused by any negligent act or omission.

12.2 Primary Insurance. Contractor's insurance coverage shall be primary insurance with respect to the University, its officers, officials, employees, and volunteers and shall apply separately to each project or location. Any insurance or self-insurance maintained by the University, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute with it.

12.3 Specific Requirements for Commercial General Liability. Contractor shall purchase and maintain occurrence coverage with combined single limits for bodily injury, personal injury, and property damage of $1,000,000 per occurrence and $2,000,000 aggregate per year to cover such claims as may be caused by any act, omission, or negligence of Contractor or its officers, agents, representatives, assigns, or subcontractors.

The University, its officers, officials, employees, and volunteers are to be covered and listed as additional insureds via the certificate of insurance under ‘description of operations’ and by endorsement to the policy for liability arising out of activities performed by or on behalf of Contractor, including the insured's general supervision of Contractor, products, and completed operations, and the premises owned, leased, occupied, or used. Reference should be made to same on the COI, but the actual separate endorsement must be provided.

12.4 Reserved.

12.5 Reserved.

12.6 Reserved

12.7 Deductibles and Self-Insured Retentions. Any deductible or self-insured retention must be declared to and approved by the University. At the request of the University either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the University, its officers, officials, employees, or volunteers; or (2) at the expense of Contractor, Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, and defense expenses.

12.8 Certificate of Insurance/Endorsements. A certificate of insurance from an insurer with a Best's rating of no less than A- indicating compliance with the required coverages, is to be sent electronically to contractsinsurance@montana.edu.

Certificate Holder Section should read: Montana State University, Attn: Procurement Services, P.O. Box 172600, Bozeman, MT 59717-2600. Contractor must notify the University immediately of any material change in insurance coverage, such as changes in limits, coverages, change in status of policy, etc. The University reserves the right to require complete copies of insurance policies at all times. This insurance must be valid for the entire contract term and any renewal. Upon expiration and/or renewal, a current Certificate of insurance must be sent to contractsinsurance@montana.edu.

13. COMPLIANCE WITH WORKERS' COMPENSATION ACT

Contractor shall comply with the provisions of the Montana Workers' Compensation Act while performing work for the State of Montana in accordance with 39-71-401, 39-71-405, and 39-71-417, MCA. Proof of compliance must be in the form of workers' compensation insurance, an independent contractor's exemption, or documentation of corporate officer status. Neither Contractor nor its employees are University employees.

This insurance/exemption must be valid for the entire contract term and any renewal. Upon expiration and/or renewal, a current document must be sent to contractsinsurance@montana.edu.

14. COMPLIANCE WITH LAWS

14.1 Export Control. Contractor acknowledges that technical data, information, or items disclosed or produced in the performance of this agreement may be subject to U.S. export control and trade laws and regulations (including the International Traffic in Arms Regulations found at https://www.pmddtc.state.gov/ and the U.S. Export Administration Regulations found at https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear . Accordingly, Contractor shall not transfer technical data, information or items received or developed in the performance of this agreement to any foreign person (including employees and subcontractors), country, foreign subsidiary or parent corporation or affiliate, without specific written authorization from MilTech and pursuant to an appropriate U. S. Government license, if required by the export control laws or regulations.

14.2 US Person Requirement. Because this contract requires working in spaces affected by national security restrictions, the contractor and every employee working for the employer in the space covered by this contract must be, at minimum, US Persons (US Citizens and Green Card holders). Per 22 CFR §120.15, U.S. person means a person (as defined in §120.14 of this part) who is a lawful permanent resident as defined by 8 U.S.C. 1101(a)(20) or who is a protected individual as defined by 8 U.S.C. 1324b(a)(3).

The Contractor will submit to MilTech a list of all employees working under this Contract. This list is to include the name employee and employee verified citizenship status via Task Order Attachment 2, Non-Disclosure mailto:contractsinsurance@montana.edu mailto:contractsinsurance@montana.edu mailto:contractsinsurance@montana.edu https://www.pmddtc.state.gov/ https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear

Agreement for Contractors and Contractor Employees. MilTech shall receive a revised employee list five (5) calendar days prior to start of the proposed change date. MilTech will approve each of the Contractor’s employees prior to performing on this contract. The University reserves the right to reject any of the Contractor's employees due to citizenship status at any time during the performance of the Contract.

14.3 Non-Discrimination. Contractor shall, in performance of work under this contract, fully comply with all applicable federal, state, or local laws, rules, and regulations, including but not limited to, the Montana Human Rights Act, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973. Any subletting or subcontracting by Contractor subjects’ subcontractors to the same provision. In accordance with 49-3-207, MCA, Contractor agrees that the hiring of persons to perform this contract will be made on the basis of merit and qualifications and there will be no discrimination based upon race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, military service or veteran status, or national origin by the persons performing this contract.

14.4 Drug-Free Workplace. Contractor agrees to comply with the requirements regarding drug-free workplace requirements in Subpart B of 32 CFR part 26, which implements sec. 5151-5160 of the Drug-Free Workplace Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701, et seq.).

14.5 Copeland “Anti-Kickback” Act. Contractor agrees that it will comply with the Copeland

"Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). As applied to this contract, the Copeland "Anti-Kickback" Act makes it unlawful to induce, by force, intimidation, threat or procuring dismissal from employment, or otherwise, any person employed in the construction or repair of public buildings or public works, financed in whole or in part by the United States, to give up any part of the compensation to which that person is entitled under a contract of employment.

14.6 Prohibition on Certain Telecommunications and Video Surveillance Services or

Equipment. The Contractor agrees it will not provide or use covered telecommunications equipment or services in the performance of this contract in compliance with 2 CFR 200.216. Covered telecommunications equipment or services has the meaning provided in Public Law 115-232, section 889.

15. NONDISCRIMINATION AGAINST FIREARMS ENTITIES/TRADE ASSOCIATIONS

Contractor shall not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, and Contractor shall not discriminate during the term of the contract against a firearm entity or firearm trade association. This section shall be construed in accordance with 30-20-301, MCA.

16. DISABILITY ACCOMMODATIONS

The University does not discriminate on the basis of disability in admission to, access to, or operations of its programs, services, or activities. Individuals who need aids, alternative document formats, or services for effective communications or other disability related accommodations in the programs and services offered are invited to make their needs and preferences known to this office. Interested parties should provide as much advance notice as possible.

17. TECHNOLOGY ACCESS FOR BLIND OR VISUALLY IMPAIRED

This provision applies only to Contractors who provide information technology equipment and/or software in the performance of the contract. Contractor acknowledges that no state funds may be expended for the purchase of information technology equipment and software for use by employees, program participants, or members of the public unless it provides blind or visually impaired individuals with access, including interactive use of the equipment and services, that is equivalent to that provided to individuals who are not blind or visually impaired. (18-5-603, MCA.) Contact the State Procurement Bureau at (406) 444-2575 for more information concerning nonvisual access standards.

18. REGISTRATION WITH THE SECRETARY OF STATE

Any business intending to transact business in Montana must register with the Secretary of State. Businesses that are incorporated in another state or country, but which are conducting activity in Montana, must determine whether they are transacting business in Montana in accordance with 35-1-1026 and 35-8-1001, MCA. Such businesses may want to obtain the guidance of their attorney or accountant to determine whether their activity is considered transacting business.

If businesses determine that they are transacting business in Montana, they must register with the Secretary of State and obtain a certificate of authority to demonstrate that they are in good standing in Montana. To obtain registration materials, call the Office of the Secretary of State at (406) 444-3665, or visit their website at http://sos.mt.gov.

19. INTELLECTUAL PROPERTY/OWNERSHIP

The Intellectual Property rights and ownership of data and materials will be included in each task order and will be dependent on the specific requirements of the prime contracts that fund this contract. Generally, Patent Rights in Inventions made with Federal Assistance (35 USC 201 et seq.) will apply unless varied by the terms of the specific prime contract funding the project. The Invention Disclosure form is in Task Order Attachment 1.

If awarded the contract, the Vendor will fill out the Task Order Attachment, Invention Disclosure Form, and submit upon completion of the contracted service with the final invoice. The Task Order Attachment 1, Invention Disclosure Form is required regardless of whether or not there are any invention disclosures

20. PATENT AND COPYRIGHT PROTECTION

20.1 Third-Party Claim. If a third party makes a claim against the University that the products furnished under this contract infringe upon or violate any patent or copyright, the University shall promptly notify Contractor. Contractor shall defend such claim in the University's name or its own name, as appropriate, but at Contractor's expense. Contractor shall indemnify the University against all costs, damages, attorney fees, and all other costs and expenses of litigation that accrue as a result of such claim. If the University reasonably concludes that its interests are not being properly protected, or if principles of governmental or public law are involved, it may enter any action.

http://sos.mt.gov/

20.2 Product Subject of Claim. If any product furnished is likely to or does become the subject of a claim of infringement of a patent or copyright, then Contractor may, at its option, procure for the University the right to continue using the alleged infringing product, or modify the product so that it becomes non-infringing. If none of the above options can be accomplished, or if the use of such product by the University shall be prevented by injunction, the University will determine whether the contract has been breached.

21. COMPLIANCE WITH SAFEGUARDING COVERED DEFENSE INFORMATION CONTROLS

This provision applies only to Contractors who receive Covered Defense Information in the performance of the contract. Contractors must provide adequate security for covered contractor information systems. This includes implementing the security controls identified in the NIST SP 800-171. These controls must be implemented as soon as practical but within 30 days of accepting a new contract containing the DFARS 252.204-7008 clause. A "covered contractor information system" is defined as an unclassified system that is owned, or operated by or for, a contractor that processes, stores, or transmits Covered Defense Information.

The full DFARS 252.204-7008 clause may be found at https://www.acq.osd.mil/dpap/dars/dfars/html/current/252204.htm.

22. CONTRACT TERMINATION

22.1 Termination for Cause. University may, by written notice to Contractor, immediately terminate this contract in whole or in part for Contractor’s failure to materially perform any of the services, duties, terms or conditions contained in this contract.

22.2 Termination for Cause with Notice to Cure Requirement. Contractor may terminate this contract for the University’s failure to perform any of its duties under this contract after giving the University written notice of the failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period.

22.3 Reduction of Funding. The University must by law terminate this contract if funds are not appropriated or otherwise made available to support the University’s continuation of performance of this contract in a subsequent fiscal period. (18-4-313(4), MCA.) If state or federal government funds are not appropriated or otherwise made available through the state budgeting process to support continued performance of this contract (whether at an initial contract payment level or any contract increases to that initial level) in subsequent fiscal periods, the University shall terminate this contract as required by law. The University shall provide Contractor the date the University’s termination shall take effect. The University shall not be liable to Contractor for any payment that would have been payable had the contract not been terminated under this provision. As stated above, the University shall be liable to Contractor only for the payment, or prorated portion of that payment, owed to Contractor up to the date the University’s termination takes effect.

This is Contractor's sole remedy. The University shall not be liable to Contractor for any other payments or damages arising from termination under this section, including but not limited to general, special, or consequential damages such as lost profits or revenues.

https://www.acq.osd.mil/dpap/dars/dfars/html/current/252204.htm

22.4 Public Health Situation. Either party may terminate this Agreement with prior written notice if the party determines a cancellation is in the best interest of public health or because any public health situation or government order, guideline, or action related to public health makes performance of the Agreement impossible, reasonably impracticable, or frustrates the purpose of the Agreement.

23. EVENT OF BREACH – REMEDIES

23.1 Event of Breach by Contractor. Any one or more of the following Contractor acts or omissions constitute an event of material breach under this contract:

• Products or services furnished fail to conform to any requirement;

• Failure to submit any report required by this contract;

• Failure to perform any of the other terms and conditions of this contract, including but not limited to beginning work under this contract without prior University approval and breaching section Technical or Contractual Problems obligations; or

• Voluntary or involuntary bankruptcy or receivership.

23.2 Event of Breach by University. The University’s failure to perform any material terms or conditions of this contract constitutes an event of breach.

23.3 Actions in Event of Breach.

Upon the Contractor’s material breach, the University may:

• Terminate this contract under the Contract Termination section; or

• Treat this contract as materially breached and pursue any of its remedies under this contract, at law, or in equity.

Upon the University’s material breach, the Contractor may:

• Terminate this contract after giving the University written notice of the stated failure. The written notice must demand performance of the stated failure within a specified period of time of not less than 30 days. If the demanded performance is not completed within the specified period, the termination is effective at the end of the specified period; or

• Treat this contract as materially breached and, except as the remedy is limited in this contract, pursue any of its remedies under this contract, at law, or in equity.

24. FORCE MAJEURE

Neither party is responsible for failure to fulfill its obligations due to causes beyond its reasonable control that make the contract impossible, impracticable, or frustrate the purpose of the contract, including but not limited to: acts or omissions of government or military authority; acts of God; government or court orders, guidelines, regulations, or actions related to communicable diseases, epidemics, pandemics, or other dangers to public health; materials shortages; transportation delays; fires; floods; labor disturbances; riots; wars; terrorist acts; or any other causes, directly or indirectly beyond the reasonable control of the nonperforming party, so long as such party uses its best efforts to remedy such failure or delays if reasonable to do so. A party affected by a force majeure condition shall provide written notice to the other party within a reasonable time of the onset of the condition. A force majeure condition excuses a party’s obligations under this contract, unless the parties mutually agree that the obligation is merely suspended because of the condition.

25. WAIVER OF BREACH

Either party’s failure to enforce any contract provisions after any event of breach is not a waiver of its right to enforce the provisions and exercise appropriate remedies if the breach occurs again. Neither party may assert the defense of waiver in these situations.

26. CONFORMANCE WITH CONTRACT

No alteration of the terms, conditions, delivery, price, quality, quantities, or specifications of the contract shall be granted without MSU Procurement Services prior written consent. Product or services provided that do not conform to the contract terms, conditions, and specifications may be rejected and returned at Contractor’s expense.

27. LIAISONS AND SERVICE OF NOTICES

27.1 Contract Liaisons. All project management and coordination on the University's behalf must be through a single point of contact designated as the University's liaison. Contractor shall designate a liaison that will provide the single point of contact for management and coordination of Contractor's work. All work performed under this contract must be coordinated between the University's liaison and Contractor's liaison.

TBD is the University's liaison.

2928 Technology Blvd W, Ste 101 Bozeman, MT 59718 406-994-7797 miltech@montana.edu

TDB is the University’s Technical liaison.

2928 Technology Blvd W, Ste 101 Bozeman, MT 59718 406-994-7797 miltech@montana.edu

TBD is the University’s Contractor’s liaison.

123 X Street Anytown, XX 84XXX 000-000-0000 supplier@Supplier.com

27.2 Notifications. The University's liaison and Contractor's liaison may be changed by written notice to the other party. Written notices, requests, or complaints must first be directed to the liaison. Notice may be provided by personal service, mail, or facsimile. If notice is provided by personal service or facsimile, the notice is effective upon receipt; if notice is provided by mail, the notice is effective within three business days of mailing. A signed and dated acknowledgement of the notice is required of both parties.

27.3 Identification/Substitution of Personnel. The personnel identified or described in Contractor's proposal shall perform the services provided for the University under this contract. Contractor agrees that any personnel substituted during the term of this contract must be able to conduct the required work to industry standards and be equally or better qualified than the personnel originally assigned. The University reserves the right to approve Contractor personnel assigned to work under this contract and any changes or substitutions to such personnel. The University's approval of a substitution will not be unreasonably withheld. This approval or disapproval shall not relieve Contractor to perform and be responsible for its obligations under this contract. The University reserves the right to require Contractor personnel replacement. If Contractor personnel become unavailable, Contractor shall provide an equally qualified replacement in time to avoid delays to the work plan.

28. MEETINGS

28.1 Technical or Contractual Problems. Contractor shall meet with the University's personnel, or designated representatives, to resolve technical or contractual problems occurring during the contract term or to discuss the progress made by Contractor and the University in the performance of their respective obligations, at no additional cost to the University. The University may request the meetings as problems arise and will be coordinated by the University. The University shall provide Contractor a minimum of three full working days’ notice of meeting date, time, and location. Face-to-face meetings are desired; however, at Contractor's option and expense, a conference call meeting may be substituted. Contractor’s consistent failure to participate in problem resolution meetings, Contractor missing or rescheduling two consecutive meetings, or Contractor’s failure to make a good faith effort to resolve problems may result in termination of the contract.

29. TRANSITION ASSISTANCE

If this contract is not renewed at the end of this term, if the contract is otherwise terminated before project completion, or if particular work on a project is terminated for any reason, Contractor shall provide transition assistance for a reasonable, mutually agreed period of time after the expiration or termination of this contract or particular work under this contract. The purpose of this assistance is to allow for the expired or terminated portion of the services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such services to the University or its designees. The parties agree that such transition assistance is governed by the terms and conditions of this contract, except for those terms or conditions that do not reasonably apply to such transition assistance. The University shall pay Contractor for any resources utilized in performing such transition assistance at the most contract current rates. If the University terminates a project or this contract for cause, then the University may offset the cost of paying Contractor for the additional resources Contractor utilized in providing transition assistance with any damages the University may have sustained as a result of Contractor’s breach.

30. CHOICE OF LAW AND VENUE

This Contract is governed by the laws of Montana. The parties agree that, in the event of litigation concerning this Contract, venue shall be in the Eighteenth Judicial District of the State of Montana, in and for the County of Gallatin. State of Montana and each party shall pay its own costs and attorney fees. (See section 18-1-401, MCA.)

31. TAX EXEMPTION

State of Montana is exempt from Federal Excise Taxes (#81-0302402) except as otherwise provided in the federal Patient Protection and Affordable Care Act [P.l. 111-148, 124 Stat. 119].

32. AUTHORITY

This contract is issued under authority of Title 18, Montana Code Annotated, and the Administrative Rules of Montana, Title 2, chapter 5.

33. SEVERABILITY CLAUSE

A declaration by any court or any other binding legal source that any provision of the contract is illegal, and void shall not affect the legality and enforceability of any other provision of the contract, unless the provisions are mutually and materially dependent.

34. SCOPE, ENTIRE AGREEMENT, AND AMENDMENT

34.1 Contract. This contract consists of pages as numbered below and any Attachments as required, Solicitation #RFP 25-015, as amended, and Contractor's response, as amended. In the case of dispute or ambiguity arising between or among the documents, the order of precedence of document interpretation is the same.

34.2 Entire Agreement. These documents are the entire agreement of the parties. They supersede all prior agreements, representations, and understandings. Any amendment or modification must be in a written agreement signed by the parties.

35. WAIVER

The University's waiver of any Contractor obligation or responsibility in a specific situation is not a waiver in a future similar situation or is not a waiver of any other Contractor obligation or responsibility.

36. DEBARMENT

The contractor certifies, by signing this Contract that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (Contract) by any governmental department or agency. If the contractor cannot certify this statement, attach a written explanation for review by the University.

37. EXECUTION

The parties through their authorized agents have executed this contract on the dates set out below.

MONTANA STATE UNIVERSITY

MilTech

[[ NAME (PRIMARY SECOND PARTY) ]]

BY: BY:

Name: Name:

Title:

Date:

Title:

Date:

OSP Administration Date (Required for OSP purchases over $5,000)

Reviewed by Fiscal Manager

Index TBD

MSU Legal Counsel Date (Required for purchases over $25,000)

Procurement & Contract Services Date (Required for purchases over $25,000)

Reviewed by: Date:

Name:

ATTACHMENT A: MILTECH TASK ORDER SAMPLE

Attachment A: MilTech Task Order Sample Attachments:

Task Order Attachment 1: Invention Disclosure Form Task Order Attachment 2: Non-Disclosure Agreement for Contractors and Contractor Employees Task Order Attachment 3: MilTech Travel Reimbursement Guidelines Task Order Attachment 4: Applicable Appendix with Flow Down Provisions for Subawards and Contractors

GENERAL

Brief title of task order

CONTACTS

Contractor

Authorized Contractor Representative: Contractor Point of Contact Name Email Address: Contractor Point of Contact Email

Phone: Contractor Point of Contact Phone Number

MSU

MilTech Authorized Program Manager: MilTech Program Manager Name Email Address: MilTech Program Manager Email Address Phone: MilTech Program Manger Phone Number

MilTech Technical Point of Contact: TPOC Name (for specific task order) Email Address: TPOC Email Phone: TPOC Phone Number

The MilTech Authorized Program Manager or MilTech Technical Point of Contact is responsible for acceptance and authorization to pay associated invoices and to deem Task Order complete upon delivery of final invoice and signed invention disclosure.

***All invoices are to be sent to miltech-finance@montana.edu. Please include MSU contract and Task Order number on your invoice to avoid any delays***

CONTRACTOR’S OBLIGATIONS

The contractor is performing work on this task order per the terms of contract #XXXXXXX between Montana State University and xxx. The specific Position Titles in contract #XXXXXXXX are detailed in the chart below:

Specifically, for this Task Order, the contractor will provide:

o Specific services / deliverables to be delivered via this task order

Terms and Conditions: This task order is issued under a master agreement and the terms & conditions of the Master Agreement are hereby incorporated by reference. The task order imposes the additional terms & conditions required by the funding agency as Attachment 4: Applicable Appendix with Flow Down Provisions for

Task Order #: xxx-vendor name

Task Order Name:

MSU Entity: MilTech – Index xxxxx

MilTech Task Order issued via Montana State University Contract #XXXXXXXX

Subawards and Contractors. Attachment 4: Applicable Appendix with Flow Down Provisions for Subawards and Contractors is hereby incorporated by reference.

In addition to above Contractor will provide a list of names of Employees working under this task order and verify their citizenship.

# Employee Name Title Citizenship Status (U.S. Citizen, U.S. Permanent Resident (Green Card Holder, etc.)

UNIVERSITY’S OBLIGATIONS

MilTech (PI) will provide:

• Data, information, item(s), etc. for contractor to fulfill this task order.

• Regular, ongoing contact with contractor to discuss features, customer requirements, materials, etc.

• Continued clarification on deliverables as needed.

CONSIDERATION

The University agrees to pay Contractor according to the Contract pricing schedule and the Task Order delivery schedule below:

Task Deliverable Date Due Quantity Rate Total A xxxxx NLT xx/xx/xxxx xx xxxx NTE $

B xxxx NLT xx/xx/xxxx xx xxx NTE $

C xxxx NLT xx/xx/xxxx xx xxxx NTE $

Total Sum NTE$

Authorized payment of this work order is not to exceed the Total Sum in the Delivery Schedule above or the total amount of Not to Exceed $xxxxx.xx.

Payment(s) for this Task Order or portions thereof shall be made upon acceptance of satisfactory completion for tasks in whole or in part as authorized by the MilTech Technical Point of Contact listed on page one of this Task Order.

Final payment for this Task Order will only be authorized upon communications of satisfactory completion, by the Contractor, and by sending the signed Task Order Attachment 1, Invention Disclosure Form with the final invoice to miltech-finance@montana.edu..

RIGHT OF CANCELLATION:

Failure by contractor to meet deadline(s) for any component(s) or task(s) in this task order may result in cancellation by the University of all remaining deliverables or tasks in this task order. Failure by the contractor to provide satisfactory goods or services, as determined by the MilTech Technical Point of Contact or MilTech Program Manager, may result in cancellation by the University of all remaining deliverables or tasks in this task order. In the case of such cancellation, the

MilTech Technical Point of Contact or MilTech Program Manager will be responsible for notifying the Authorized Contractor Representative by email or written correspondence.

SATISFACTORY COMPLETION

This Task Order shall be deemed satisfactorily completed when:

• All tasks above are completed and approved by the MilTech Technical Point of Contact.

• Task Order Attachment 1, Invention Disclosure Form, for this task order is completed by Contractor and sent with the final invoice. Once the final invoice is received with invention disclosure the task order is deemed complete.

• All invoices are to be sent to miltech-finance@montana.edu. Please include MSU contract and TO number on your invoice to avoid any delays.

AUTHORIZATION TO BEGIN WORK

The MilTech Authorized Program Manager hereby authorizes Contractor to commence this Task Order.

XXXXX

MilTech Authorized Program Manager Name

Signature Date

AUTHORIZATION TO ACCEPT TASK ORDER

The Contractor Authorized Representative hereby agrees to accept this Task Order

Authorized Contractor Representative Name

Task Order Attachment 1

INVENTION DISCLOSURE FORM

• Please submit this filled-out form with the final invoice upon contract completion to miltech-finance@montana.edu.

Final payment will not occur until MilTech has received the completed Task Order Attachment 1, Invention Disclosure Form.

• Provide a list of all inventions* conceived of or first reduced to practice of during performance of the contracted service:

• Or certify that there were none by marking this box:

• This form must be filled out regardless of whether or not there are any inventions occurring during the course of this contract.

• Contractor Name:____________________________________________________

Signature:________________________________________ Date____________:_________

*The term invention means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Task Order Attachment 2

NONDISCLOSURE AGREEMENT FOR

CONTRACTORS AND CONTRACTOR EMPLOYEES

As part of the work I am performing under this contract, contractor and its employees may gain access to information that is confidential, proprietary or otherwise protected from disclosure under the terms of the prime contract.

I hereby agree not to release any information I obtain from Montana State University MilTech, its federal partners or any of its sub awardees or contractors to anyone outside of MilTech (PI), regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless:

1. The University’s Office of Sponsored Programs has given prior written approval; or

2. The information is otherwise in the public domain before the date of release; or

3. Required by applicable law; or

4. It is released to another Federal Agency.

I agree that if I wish to release information pertaining to any part of the Partnership Intermediary Agreement (PIA) or any program related to it, I will submit a written request to the Associate Vice President for Research, Economic Development and Graduate Education, Montana State University.

Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. Montana State University MilTech, (PI) will be responsible to forward the request to the appropriate federal program with oversight over the contract.

Name and Title of Person signing this agreement

Name Title

Citizenship Status (U.S. Citizen, U.S. Permanent Resident (Green Card Holder, etc.)

Task Order Attachment 3

MILTECH CONTRACTOR TRAVEL REIMBURSEMENT GUIDELINES

While under contract with the University, Contractors should adhere to same travel regulations as University Employees, and therefore are subject to the following travel reimbursement terms & conditions and limits.

All travel paid or reimbursed to Contractors from University-administered funds must be done in accordance with University policies, regardless of the funding source. Reimbursement rates are subject to change per State of Montana.

Contractors are expected to exercise good judgment when incurring travel costs. Contractors will only be reimbursed for reasonable and necessary travel expenses actually incurred in the performance of official duties in accordance with the provisions in the contract.

Contractors shall not seek reimbursement for expenses not incurred; expenses provided free of charge; or expenses which will be paid or reimbursed from another source.

Contractor travel expenses pre-approved by MilTech incurred in performance of MilTech work shall be reimbursed as follows:

1. Submit copies of receipts preferably in pdf. Format by e-mail:

a. Airfare – e-ticket or printed passenger receipt and itinerary showing any travel agent, baggage and change fees.

b. Rental cars – Receipt with full cost of rental included, plus fuel receipts. Usually obtained when turning in the car – not when it is picked up – that is an estimate only.

c. Transportation – Receipt for taxi fare, metro or other transportation service.

d. Lodging – Actual cost may be reimbursed but a reasonable effort to keep lodging costs within federal per diem rates shall be made. Taxes may be added to federal per diem rates.

Receipt obtained upon checkout. Check the following website for the maximum rates in the city/county you are traveling to. Note: Charges for phone calls, room service, movies, etc.

cannot be reimbursed.

http://www.gsa.gov/portal/category/21287

e. Personal car mileage – Reimbursed per current IRS standard business mileage rate

2. Meals are reimbursed based on Montana per diem rates, no receipts necessary. Please see below for details.

The following travel allowance schedule is used to reimburse contractors in accordance with State of Montana policy. To be eligible for a meal reimbursement while traveling on official business, the contractor must have been in a “travel status” for more than three (3) hours within the mealtime frame. In the event that meals are included in a registration fee, no meal allowance should be claimed for that meal.

MEALS TIME FRAME IN STATE OUT OF STATE

Morning 12:01 am to 10:00 am $8.25 $13.00 Mid-day 10:01 am to 3:00 pm $9.25 $15.00 Evening 3:01 pm to 12:00 am $16.00 $26.00

FULL DAILY ALLOWANCE: $33.50 $54.00

3. Submit an invoice that summarizes each travel expense e.g.: lodging, meals, etc. and include calculation if applicable.

http://www.gsa.gov/portal/category/21287

One of the following, Applicable Appendix with Flow Down Provisions for Subawards and Contractors will be attached to each Task Order issued, dependent on the source of the funding, as Task Order Attachment 4.

Task Order Attachment 4

FLOW DOWN PROVISIONS FOR SUBAWARDS AND CONTRACTORS

USAF/AFMC PARTNERSHIP INTERMEDIARY AGREEMENT (PIA) NO. FA8650-16-3-9450

ADMINISTRATIVE REQUIREMENTS AND COST PRINCIPLES

This subaward is subject to the administrative requirements and cost principles of 2 CFR 200 General Provisions DoDGARs applicable to the type of subrecipient for non-profit and governmental entities.

DoDGARs Part 34 shall be applied to for-profit entities

PROTECTION OF PROPRIETARY INFORMATION

This contract/subaward is awarded under the Partnership Intermediary Agreement (PIA) between Montana State University, MilTech (PI) and the United States Air Force (USAF). The contractor/subrecipient may gain access to proprietary information of other companies during the performance of this contract. The entity receiving this contract/subaward agrees to enter into agreements with any such company to

a) protect the other company's proprietary information from unauthorized use or disclosure for as long as it is considered proprietary by the other company and

b) refrain from using the information for any purpose other than for which it was furnished. Upon request by the University or the Air Force, the contractor/subrecipient shall furnish copies of these agreements the entity requesting copies.

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

DISCLOSURE OF INFORMATION

A. The contractor/subrecipient shall not release to anyone outside its organization any information, regardless of medium (e.g., film, tape, document), pertaining to any part of this contract or any program related to this contract, unless

1. The Contracting Officer has given prior written approval; or

2. The information is otherwise in the public domain before the date of release; or

3. Required by a Court of Law.

B. Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The contractor/subrecipient shall submit its request to the University’s Office of Sponsored Programs and the MilTech Authorized Program Manager at least 45 days before the proposed date for release.

FOREIGN NATIONALS

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

B. The contractor/subrecipient acknowledges that the technical data generated under this agreement may be subject to export control, including…