Newport_NUWC_OT_Agreement.pdf

FOUO

Naval Undersea Warfare Center Other Transaction Authority Agreement for Undersea Technology Innovation

1. Parties The parties to this Agreement are the Naval Undersea Warfare Center, Division Newport (NUWC or Government) and [the Consortium] identified on the cover page, as represented by [the Consortium Manager] (CM or Consortium Manager).

2. Severability In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision, unless applying such remaining portions would frustrate the purpose of this Agreement.

3. Order of Precedence The order of precedence is as follows:

(1) This Agreement

(2) Any attachments to this Agreement

(3) Individual prototype projects executed under this Agreement

(4) Any attachments to individual prototype projects executed under this Agreement

4. Scope The Government will only issue prototype projects determined to be within the scope of the Technical Areas of this agreement. Prototype projects awarded under this Agreement will also comply with all the requirement of 10 U.S.C. § 2371b. Prototype projects awarded under this agreement are subject to the terms and conditions of this agreement.

5. Minimum Guarantee The Government agrees to provide a minimum guarantee of $2500 under this agreement. The Government plans to satisfy this minimum guarantee through the placement of individual prototype projects awarded under this agreement.

6. Definitions “Agreement” means the body of this Agreement and its Attachments, which are expressly incorporated in and made a part of the Agreement.

“Agreements Officer (AO)” means an individual with authority to enter into, administer, or terminate this agreement or any individual prototype projects executed under this agreement.

“Agreements Officers Representative (AOR)” means an individual designated and authorized in writing by the Agreements Officer to perform specific technical or administrative functions on behalf of the Government. At the Government’s discretion, multiple AORs may be designated in writing at either the Agreement level or on a per-project basis.

“Cost Sharing” means the required minimum one-third cost share contributed by a traditional Defense Contractor to be eligible for a Prototype Award when a Non-traditional Defense Contractor is not participating to a meaningful extent.

“Computer software” as used in this Agreement means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated or recompiled.

Computer software does not include computer data bases or computer software documentation.

“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provides instructions for using the software.

“Covered Government support contractor” means a contractor under a contract, the primary purpose of which is to furnish independent and impartial advice or technical assistance directly to the Government in support of the Government’s management and oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a program or effort), provided that the contractor—

(i) Is not affiliated with the prime contractor or a on the program or effort, or with any direct competitor of such prime contractor or any such first-tier subcontractor in furnishing end items or services of the type developed or produced on the program or effort; and

(ii) Receives access to technical data or computer software for performance of a Government contract that contains the clause at Department of Defense Federal Acquisition Regulation Supplement (DFARS) 252.227-7025, Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends.

“Consortium” means the legal entity that is a party to this Agreement that is composed of traditional and non-traditional contractors, as well as academia and non-profits, that is legally bound to operate in accordance with a Consortium Membership Agreement

“Consortium Membership Agreement (CMA)” means the agreement governing the rights and obligations of the Consortium member entities, also may be known as “Articles of Collaboration.”

“Controlled Unclassified Information” means any unclassified information that law, regulation, or government-wide policy requires safeguarding or disseminating controls.

“Data,” means recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, computer software, computer software documentation, and mask works. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions.

“First-tier Subagreement” means any individual OT prototype project awarded to Consortium Members

“Form, fit and function data” means data that describes the required overall physical, functional and performance characteristics (along with the qualification requirements, if applicable) of an item, component, or process to the extent necessary to permit identification of physically and functionally interchangeable items.

“Government” means the United States of America, as represented by an Agreements Officer.

“Government purpose” means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose Data for commercial purposes or authorize others to do so.

Within a specific, agreed-upon timeframe “Government Purpose Rights” (“GPR”) may evolve into “Unlimited Rights” (as defined later in this section). GPR means the rights to:

(a) Use, modify, reproduce, release, perform, display, or disclose Data within the Government without restriction; and

(b) Release or disclose Data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that Data for United States government purposes.

“Invention,” as used in this Agreement, means any innovation or discovery that is or may be patentable or otherwise protectable under title 35 of the United States Code (U.S.C.).

“Limited Rights” means the rights to use, modify, reproduce, release, perform, display, or disclose Data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the Data outside the Government, use the Data for manufacture, or authorize the Data to be used by another party, except that the Government may reproduce, release, or disclose such Data or authorize the use or reproduction of the Data by persons outside the Government if-

(i) The reproduction, release, disclosure, or use is-

(A) Necessary for emergency repair and overhaul; or

(B) A release or disclosure to-

(1) A Covered Government Support Contractor in performance of its covered Government support contract for use, modification, reproduction, performance, display, or release or disclosure to a person authorized to receive Limited Rights Data; or

(2) A foreign government, of Data other than detailed manufacturing or process data, when use of such data by the foreign government is in the interest of the Government and is required for evaluational or informational purposes;

(ii) The recipient of the Data is subject to a prohibition on the further reproduction, release, disclosure, or use of the Data; and

(iii) The Consortium, prototype level performer, or subagreement holder asserting the restriction is notified of such reproduction, release, disclosure, or use.

“Made,” as used in this Agreement in relation to any Invention, means the conception or first actual reduction to practice of such Invention.

“Non-traditional Defense Contractor” means, per 10 U.S.C. § 2302(9), “an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by DoD for the procurement or transaction, any contract or subcontract for DoD that is subject to full coverage under the cost accounting standards prescribed pursuant to 41 U.S.C. § 1502 and the regulations implementing such section.”

“Prototype” means a physical or virtual model used to evaluate the technical or manufacturing feasibility or military utility of a technology, process, concept, end item, or system.

“The Parties” means the Consortium and the Government

“Prototype Project” means a research activity proposed by the prototype-level performer and selected by the Government for a Prototype Award under this Agreement.

“Practical application, ” as used in this Agreement, means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in case of a machine or system; and, in each case, under such conditions as to establish that the Invention, software, or related Data is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public or to the Government on reasonable terms

“Proprietary Information” means information and materials which are designated as proprietary in writing by the Consortium and/or prototype level performer, whether by letter or by use of an appropriate stamp or legend, prior to or at the same time any such information or materials are disclosed to the Government. Notwithstanding the foregoing, materials and other information which are orally, visually, or electronically disclosed, or are disclosed in writing without an appropriate letter, stamp, or legend, shall constitute Proprietary Information if the Consortium, within thirty (30) calendar days after such disclosure, delivers to the Government a written document or documents describing the material or information and indicating that it is proprietary, provided that any disclosure of information by the Government prior to receipt of such notice shall not constitute a breach by the Government of its obligations to protect Proprietary Information.

“Subject Invention” means those inventions conceived or first actually reduced to practice under this Agreement.

“System for Award Management (SAM)” means The Federal repository into which an entity must provide information required for the conduct of business as a Consortium. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov ).

“Technical data” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to agreement administration, such as financial and/or management information.

“Unlimited rights,” means rights to use, modify, reproduce, perform, display, release, or disclose Data in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so, for an unlimited time. As defined above, “Unlimited Rights” may evolve from “GPR” after a specified, agreed-upon date, however, “Unlimited Rights” may also be directly conferred by agreement.

7. Agreement Duration

(a) The Period of Performance for this Agreement is as follows:

0001 – Base Period – Date of Agreement to 36 months after Date of Award

(b) The Government may extend the term of this Agreement by written notice to the Consortium, through the CM, for the option periods specified below.

0002 – Option Period 1 – 36 months after Date of Award to 72 months after Date of Award 0003 – Option Period 2 – 72 months after Date of Award to 120 months after Date of Award

(c) The total duration of this Agreement, including the exercise of any options under this clause, shall not exceed 120 months.

(d) Any prototype project issued during the Period of Performance for this Agreement and not completed within that period shall be completed by the Consortium member within the time specified in the prototype project.

8. Consortium Administration

(a) The Government and the Consortium are bound to each other by a duty of good faith and best effort to achieve the objectives of this Agreement. This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization.

(b) The Consortium shall establish a CMA and operate in accordance with its terms and conditions.

(c) In accordance with the Consortium’s CMA, or any other administration agreement between the Consortium, its members, and its CM of record, the CM will act on behalf of the Consortium in executing this Agreement, and any future modifications to it. All financial transactions between the Government and the Consortium, including payment, will be made via the CM.

(d) The Consortium shall accomplish the overall management, including technical, programmatic, reporting, financial and administrative matters, of the coordinated prototype program established under this Agreement. The Consortium shall be responsible for the overall day-to-day management of Government-selected projects and all prototype projects issued to the Consortium under this Agreement.

(e) If changes are made to the CMA that substantially alter the relationship of the Consortium (e.g., any restriction of access to prospective prototype project participants (either current or prospective consortium members)), the Consortium shall notify the Agreements Officer that a substantial change has occurred and provide a copy of the CMA for review and concurrence.

9. Prototype Technology Areas Technology Areas covered under this agreement are as follows:

(a) Sensors and Sonar - Sensors: Technology that detects and responds to some input from the physical environment that could include light, heat, motion, moisture, radiation, pressure, or any one of a great number of other environmental phenomena. The output is generally a signal that is converted to human-readable display or control at the sensor location or transmitted electronically over a network for reading or further processing. Sonar: Technology employing sound waves to detect and locate objects, especially submerged in water, using echolocation/reflection.

(b) Platform & Payload Integration - Identify, explore, and apply new technologies, methods and techniques in the fields of systems engineering, design engineering, software engineering, logistics engineering, and test and evaluation to integrate new and existing systems into ships, submarines and other maritime platforms. The other platforms may include unmanned and remotely operated vehicles, as they become smaller and operate in new ways such as swarming, self-learning and autonomous modes.

(c) Undersea Warfare (USW) Combat Systems - Technology that pertains to integrated undersea weapons system that typically combine combat management, command and control/decision systems and fire/weapon control systems that include advanced computer and radar technology to locate, track, identify and guide weapons to destroy enemy targets.

(d) Communications - Technology pertaining to transmitting and receiving information and data among intended parties.

(e) USW Imaging - Identify, explore, and apply new technologies, methods, techniques and concepts for capturing, storing, manipulating and presenting images of the undersea and maritime environment, including geographical characteristics, vehicles, targets, structures, or similar surface images which could be useful to an undersea warfare decision maker.

(f) Undersea Distributed Networked Systems - Development and prototyping of products, hardware, and software/open systems that create an “undersea or maritime internet of things and sensors,” that can be connected to and work with any warfighting domain (air, surface, undersea, cyber, spectrum), or public-sector domain. Technology allows multiple systems to operate over a distributed network, typically with shared communications and distributed processing.

(g) Electronics/Optics/Materials - Electronics: The electronic devices, circuits or systems developed through electronics that can be utilized in the undersea and maritime environment.

Optics: technology behind the genesis, propagation, sight and behavior of electromagnetic light, and the changes it undergoes and produces; includes the properties of transmission and deflection of other forms of radiation. Materials: Substance(s) or matter from which things are made or composed for the undersea and maritime environment.

(h) Passive Sensing - Technology that pertains to detecting and responding to some type of input from the physical environment through detecting and gathering of target data from vibrations, light, radiation, heat, or other phenomena in the subject’s environment (versus active sensors which include transmitters that send out a signal, a light wavelength or electrons to be bounced off the target, with data gathered by the sensor upon their reflection.)

(i) Undersea Satellites - Technology to enable the use of state-of-the-art satellite capabilities (today used for communication, networking, data distribution, weather, intelligence, control and command functions, etc., for military and civilian use) for undersea functions and applications.

(j) Energy Storage and Release - Development and prototyping of hardware and software components and systems that collect, produce, and store energy and manage its distribution in a maritime or undersea environment. Generally, these technologies, products and applications will guarantee availability of power – any-time, any-place, and in any quantity with sufficient power density and capacity, energy duration and cycle-life.

(k) Virtualization - Technology that enables the creation of a virtual resource that behaves/operates like the actual version of something. An emulation of the real system that performs a function just like the real system.

(l) Machine Learning - Development, demonstration, and exploitation of technologies, algorithms, and methods that expand the ability of a computer to learn from data, other computers, or sensors, without human intervention. Machine Learning computers can improve themselves from data, knowledge, experience and interaction with other computers. A computer with machine learning capabilities will use elements of statistics, knowledge science, computer science/systems, natural language processing, large database construction and management, and planning and control to improve its ability to suggest or predict outcomes of situations.

(m) Threat Monitoring and Prediction - Development and prototyping of products (hardware, software, systems) that can assist the maritime or undersea warfare commander in continuously assessing and analyzing threats, predicting threat levels, and identifying unexpected threats, as a function of sensor data, intelligence data, open source data, operational data, and human interactions.

(n) Cooperative Force Torpedo Defense - Technology enabling a shortened kill chain; adaptive systems and technologies to outpace the threat; and virtual environment for modeling and simulation and training.

(o) Undersea Warfare Analysis - Develop, demonstration and exploitation of technologies and prototypes to: (a) analyze future USW concepts based on current and emerging undersea warfare technological and operational direction; (b) develop and conduct analytical modeling and simulation of USW mission effectiveness; (c) analyze USW systems and their performance; (d) evaluate at-sea exercises through detailed reconstruction; and (e) evaluate intelligence information for implications in USW research and development.

(p) Multi-Domain Fusion - Development of software prototypes, processes, and systems that provide maritime and undersea warfare decision makers with capabilities to evaluate and develop inferences from “Big Data.” Big data are large amounts data from multiple sources (domains) which may seem ostensibly disconnected. The sources for this data for example could include and are not limited by — data from undersea, surface, and air sensors, data from intelligence, data from internal and external operating environments, data from simulation exercises, and data from real world exercises. Technology should be able to relate, blend and combine data from difference categories and sources that exhibit different behaviors and demands for processing and analysis techniques, addressing data inhomogeneity and variable data sourcing.

(q) Electronic Warfare - Identify, explore, and apply new technologies, methods and techniques that use the electromagnetic spectrum to attack enemy capabilities, protect our capabilities, and enhance electronic warfare - signal intelligence - electronic intelligence - communications and cyber operations.

(r) Distributed and Autonomous Sensors - A network of sensors that operate without outside control or human interface, and are capable of working independently.

(s) USW Weapons and Autonomous Vehicles - Technology pertaining to weaponry that operates in or from the undersea environment. Also, a category of vehicles that operate without outside control or human interface, and are capable of operating independently.

(t) Autonomy - The technology enabling an operation to be performed independent of human interface and control.

(u) Quantum Computing - Development, demonstration, and exploitation of technologies that use the principles and laws of quantum physics and mechanics to process information.

(v) Bio-Inspired Sensors - Sensors inspired or based on biological structures or processes.

(w) Environmental Sensing, Monitoring & Prediction - Technology that enables continuous analysis, assessment, and review of environmental data collected from all sources. Includes the probability-based anticipation/speculation of a certain environmental state occurring, based on this data and analysis.

(x) In-Situ Energy Sources - The sources of energy that would be found and that exist naturally in the undersea and maritime environment, such as waves, tides, etc.

(y) Multi-Dimensional Display - Display technology that utilizes numerous dimensions for better depiction, visualization and knowledge transfer.

10. Prototype Project Process

(a) At a minimum, on an annual basis, the Government will seek prototype projects by issuing requests for white papers to the Consortium detailing mission needs and prototype objectives.

The Government may seek white papers on potential prototype projects more frequently than the annual cycle after notification to the Consortium.

(b) Each request for white papers will include a description of the prototype project, the funding anticipated for the award, the timeframe and basis for selection, and the post-selection schedule.

(c) The Consortium shall publicize the request for white papers to consortium members and other potential new members with relevant capabilities and technologies to the requested prototype projects. Publication shall be to the broadest audience practicable.

(d) Specific instructions for responding to each request for prototype projects will be included in the request itself.

(e) The Government will perform an evaluation of each submitted white paper, and request further proposals based on this evaluation. The Government will identify the basis for evaluation in each request.

(f) The Government will request proposals, tailored to each individual prototype requirement, for each selected white paper. These proposals may be written, oral, or both, as specified in each individual request. The Government will then evaluate submitted proposals based on the identified parameters in the request. At minimum, the Government will evaluate the proposed technical approach and the proposed cost/price. Awards may be made for individual prototype projects based on these evaluations. In no way does selection of a white paper guarantee award of the related prototype project.

(g) The Government reserves to the right to keep proposals for each prototype requirement for up to 36 months after submission of the proposal. These proposals may be funded at any time during the 36 month period after the Government has reconfirmed validity of the proposal.

11. Pricing Arrangement for Prototype Projects Prototype projects awarded under the Agreement will be awarded on a fixed price or cost reimbursement basis, depending on the nature of each specific prototype project.

12. Status Reporting Consortium members executing individual prototype projects executed under this Agreement shall provide status reporting as specified in each prototype project. This status reporting will, at a minimum, require a monthly status report and, upon completion of the project, a final report that provides a recap of the program that may be used for public release purposes.

13. Reporting to FPDS Prototype projects awarded under this agreement will be reported by the Government to the Federal Procurement Data System-Next Generation (FPDS-NG), located at https://www.fpds.gov.

14. Reporting Executive Compensation and first-Tier Subagreement Awards

(a) Reporting of first-tier Subagreements.

(1) Applicability. Since this OT Agreement provides Government funding, the Federal Funding Accountability and Transparency Act (Public Law 109–282; 31 U.S.C. § 6101 note) as amended, applies to this Agreement. Unless the Consortium is exempt as provided in paragraph (d) of this article, the Consortium must report each action that obligates $25,000 or more in Federal funds for a Subagreement to an entity (see definitions in paragraph (e) of this article).

(2) Where and when to report.

(i) The Consortium must report each obligating action described in paragraph (a)(1) of this article to http://www.fsrs.gov.

http://www.fsrs.gov/

(ii) For Subagreement information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2015, the obligation must be reported by no later than December 31, 2015.)

(3) What to report. The Consortium must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify.

(b) Reporting Total Compensation of Consortium Executives.

(1) Applicability and what to report. The Consortium must report total compensation for each of the five most highly compensated executives for the preceding completed fiscal year, if-

(i) the total Federal funding authorized to date under this award is $25,000 or more;

(ii) in the preceding fiscal year, the Consortium received-

(aa) 80 percent or more of its annual gross revenues from

Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and Subagreements);

and

(bb) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and Subagreements);

and

(iii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm)

(2) Where and when to report. The Consortium must report executive total compensation described in paragraph (b)(1) of this article:

(i) As part of the Consortium 's registration profile at http://www.sam.gov;

(ii) By the end of the month following the month in which this award is made, and annually thereafter.

(c) Reporting of Total Compensation of Subrecipient Executives.

http://www.sec.gov/answers/execomp.htm)

(1) Applicability and what to report. Unless the Consortium is exempt as provided in paragraph (d) of this article, for each first-tier Subrecipient under this award, the Consortium shall report the names and total compensation of each of the Subrecipient's five most highly compensated executives for the Subrecipient's preceding completed fiscal year, if-

(i) in the Subrecipient's preceding fiscal year, the Subrecipient received-

(aa) 80 percent or more of its annual gross revenues from

Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and Subagreements);

and

(bb) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and Subagreements); and

(ii) The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.)

(2) Where and when to report. The Consortium must report Subrecipient executive total compensation described in paragraph (c)(1) of this article:

(i) at http://www.fsrs.gov.

(ii) By the end of the month following the month during which the Consortium made the Subagreement. For example, if a Subagreement is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), the Consortium must report any required compensation information of the Subrecipient by November 30 of that year.

(d) Exemptions. If, in the previous tax year, the Consortium had gross income, from all sources, under $300,000, the Consortium are exempt from the requirements to report:

(1) Subagreements, and

(2) The total compensation of the five most highly compensated executives of any Subrecipient.

(e) Definitions. For purposes of this article:

(1) “Entity” means all of the following, as defined in 2 CFR part 25:

(i) A Governmental organization, which is a State, local government, or Indian tribe;

(ii) A foreign public entity;

http://www.sec.gov/answers/execomp.htm.)

(iii) A domestic or foreign nonprofit organization;

(iv) A domestic or foreign for-profit organization;

(v) A Federal agency, but only as a Subrecipient under an award or Subagreement to a non-Federal entity.

(2) “Executive” means officers, managing partners, or any other employees in management positions.

(3) “Subagreement”:

(i) This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which the Consortium received this Agreement and that the Consortium awarded to an eligible Subrecipient.

(ii) The term does not include the Consortium 's procurement of property and services needed to carry out the project or program (for further explanation, see Sec.210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non-Profit Organizations").

(iii) A Subagreement may be provided through any legal agreement, including an agreement that the Consortium or a Subrecipient considers a contract.

(4) “Subrecipient” means an entity that:

(i) Receives a Subagreement from the Consortium under this award; and

(ii) Is accountable to the Consortium for the use of the Federal funds provided by the Subagreement.

(5) “Total compensation” means the cash and noncash dollar value earned by the executive during the Consortium 's or Subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):

(i) Salary and bonus.

(ii) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.

(iii) Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.

(iv) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.

(v) Above-market earnings on deferred compensation which is not tax-qualified.

(vi) Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.

15. Agreements Officer’s Representative The Government will designate an AOR for each prototype project awarded under this Agreement. The designation will be included in each prototype project, and will include the extent of the AOR’s authority to act on behalf of the Agreements Officer. The AOR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the Agreement.

16. Industry Days and Reviews

(a) Twice a year, the Government will organize an Undersea and Maritime Innovation Technology Industry Day, a collaboration event designed to bring government, academia, and industry together around mission needs and potential solutions. The Undersea and Maritime Innovation Technology Industry Days will be advertised in Federal Business Opportunities and through the consortium website and other communication channels. The purpose of these Industry Days is to allow the Government to share its mission needs, and consortium members to share their state-of-the art technologies and technical solutions.

(b) For each of the Undersea and Maritime Innovation Technology Industry Days, the Government will develop and share an Undersea and Maritime Innovation Technology Prototype Program Plan in advance that provides a draft schedule of upcoming prototype projects, including forecasted spending. The Government Program/Technical Manager will prepare the first Undersea and Maritime Innovation Technology Program Plan within 30 days of award of the this Agreement, which will be presented at the first Undersea and Maritime Innovation Technology Industry Day.

(c) Additionally, the Government and the Consortium will establish a schedule of biannual technical collaboration meetings, limited to Government and Consortium members who are engaged in active prototype projects to discuss the status, progress, and results of the prototype projects.

(d) The Consortium shall also provide an annual review of the overall performance of all individual prototype projects executed under this agreement. The review shall consist of a brief status report of the performance of each individual prototype project in that given year, as well as the aggregate performance under this agreement, including a percentage of projects on schedule and within budget and those that have deviated from planned schedule and cost.

17. Patents The Consortium agrees with--and shall require that each Consortium member agrees to be bound by--the following rights and responsibilities with respect to any Subject Invention or Prototype which is the principal objective of a prototype project executed under this Agreement.

(a) Allocation of Principal Rights

(1) The responsible Consortium Member shall retain ownership throughout the world to each Subject Invention consistent with the provisions of this article and 35 U.S.C. § 202, provided the Consortium Member has timely pursued a patent application and maintained any awarded patent and has not notified the Government (in accordance with the subparagraph B below) that the Consortium member does not intend to retain title.

(2) The Consortium Member shall retain ownership throughout the world to background inventions. Any invention related to, conceived of, or first reduced to practice in support of a Consortium Member’s internal development milestone shall be a background invention of Consortium Member and shall not be classified as a Subject Invention, provided that an invention conceived of in support of an internal development milestone that is first reduced to practice Under this Agreement in support of other than internal development milestones shall be considered a Subject Invention.

(3) The Government is granted a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United States the Subject Invention throughout the world.

(b) Invention Disclosure, Election of Title, and Filing of Patent Application

(1) The Consortium Member shall disclose each Subject Invention to the Agreements Officer on a DDForm 882 within eight (8) months after the inventor discloses it in writing to the Prototype Inventor’s personnel responsible for patent matters.

(2) If the Consortium Member determines that it does not intend to retain title to any Subject Invention, the Consortium Member shall notify the Agreements Officer, in writing, within eight (8) months of disclosure to the Government. However, in any case where publication, sale, or public use has initiated the one (1)-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice is shortened to at least sixty (60) calendar days prior to the end of the statutory period.

(c) Upon the Agreements Officer’s written request, the Consortium Member shall convey title to any Subject Invention to the Government under any of the following conditions:

(1) If the Consortium Member fails to disclose or elects not to retain title to the Subject Invention within the times specified in paragraph B of this Article; provided, that the Government may only request title within sixty (60) calendar days after learning of the failure of the Consortium to disclose or elect within the specified times.

(2) In those countries in which the Consortium Member fails to file patent applications within the times specified in paragraph B of this Article; provided, that if the Consortium Member has filed a patent application in a country after the times specified in paragraph (b) of this clause, but prior to its receipt of the written request by the Government, the receipt of the written request by the Government, the Consortium Member shall continue to retain title in that country; or shall continue to retain title in that country; or

(3) In any country in which the Consortium Member decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a Subject Invention.

(d) Minimum Rights to the Consortium and/or Consortium Member and Protection of the Consortium and/or Consortium Member's Right to File

(1) The Consortium Member shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention to which the Government obtains title, except if the Consortium Member fails to disclose the Subject Invention within the times specified in paragraph (b) of this clause. The Consortium Member’s license extends to the domestic (including Canada) subsidiaries and affiliates, if any, within the corporate structure of which the Consortium Member is a party and includes the right to grant licenses of the same scope to the extent that the Consortium Member was legally obligated to do so at the time the prototype project was awarded. The license is transferable only with the approval of the Government, except when transferred to the successor of that part of the business to which the Subject Invention pertains. The Government's approval for license transfer shall not be unreasonably withheld.

(2) The Consortium Member’s domestic license, as described above, may be revoked or modified by the Government to the extent necessary to achieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Consortium Member has achieved practical application and continues to make the benefits of the Subject Invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Government to the extent the Consortium Member, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

(3) Before revocation or modification of the license, the Agreements Officer shall furnish the Consortium Member a written notice of its intention to revoke or modify the license, and the Consortium Member shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

(e) Action to Protect the Government’s Interest

(1) The Consortium Member agrees to execute or to have executed and promptly deliver to the Agreements Officer all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Consortium Member elects to retain title, and (ii) convey title to the Government when requested under paragraph C of this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.

(2) The Consortium Member agrees to require, by written agreement, its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Consortium Member each Subject Invention made under this Agreement in order that the Consortium Member can comply with the disclosure provisions of paragraph (b) of this clause. The Consortium Member shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting Subject Inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

(3) The Consortium Member shall notify the Agreements Officer of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

(4) The Consortium Member shall include, within the specification of any United States patent application and any patent issuing thereon covering a Subject Invention, the following statement: "This Invention was made with Government support under Agreement No.

N66604-18-9-0001, awarded by SMC/AD. The Government has certain rights in the Invention."

(f) The Consortium Member agrees that, with respect to any Subject Invention in which it has retained title, the Government has the right to require the Prototype Inventor, an assignee, or exclusive licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Consortium Member, assignee, or exclusive licensee refuses such a request, the Government has the right to grant such a license itself if the Agreements Officer determines that:

(1) Such action is necessary because the Consortium Member or assignee has not taken effective steps, consistent with the intent of this agreement, to achieve practical application of the Subject Invention;

(2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Consortium Member, assignee, or their licensees; or

(3) Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Consortium Member, assignee, or licensees.

(g) The Government authorizes and consents to all use and manufacture of any invention described in and covered by a United States patent in the performance of this agreement.

(h) Notice and Assistance

(1) The Consortium Member shall report to the Agreements Officer, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this agreement of which the Consortium Member has knowledge.

(2) In the event of any claim or suit against the Government on account of any alleged patent or copyright infringement arising out of the performance of this agreement or out of the use of any supplies furnished or work or services performed under this agreement, the Consortium Member shall furnish to the Government, when requested by the Agreements Officer, all evidence and information in the Consortium Member's possession pertaining to such claim or suit. Such evidence and information shall be furnished at the expense of the Government except where the Consortium Member has agreed to indemnify the Government.

(i) The Consortium Member shall include this clause, suitably modified, to identify the Parties, in all subagreements or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

(j) The obligations of the Government and the Consortium Member under this Article shal l survive after the expiration or termination of this agreement.

18. Rights in Technical Data

(a) The Government shall have Government Purpose Rights (GPR) in Technical Data, Computer Software, and Computer Software Documentation delivered under this OT Agreement, except as provided in paragraphs b, c, and d. Unless otherwise specified in individual prototype projects,

(b) The Government shall have Unlimited Rights in Data for the following:

(1) Form, fit, and function Data;

(2) Corrections or changes to Data furnished to the Consortium and Consortium Member by the Government;

(3) Data otherwise publicly available or have been released or disclosed by the Consortium, Consortium Member, or subagreement holder without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the Data to another party or the sale or transfer of some or all of a business entity or its assets to another party;

(4) Studies, analyses, test data, or similar data produced for this agreement, when the study, analysis, test, or similar work was specified as an element of performance, excluding Consortium or Consortium Member's internal development milestones;

(5) Data necessary for operation, maintenance, installation, or training; and

(6) Computer software documentation required to be delivered under this agreement;

(c) The DFARS clause 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions is incorporated into this Agreement by reference, with all mention of Offeror understood to mean the Consortium Member and all mention of Contracting Officer understood to mean Agreements Officer. Consortium Members shall attach to any offer submitted under this agreement an identification of all documents or other media incorporating technical data or computer software it intends to deliver with other than Government Purpose rights that are identical or substantially similar to documents or other media that the Consortium Member has produced for, delivered to, or is obligated to deliver to the Government under any contract, subcontract, agreement, or subagreement. The attachment shall identify—

(1) The contract or agreement number under which the data or software were produced;

(2) The contract or agreement number under which, and the name and address of the organization to whom, the data or software were most recently delivered or will be delivered; and

(3) Any limitations on the Government's rights to use or disclose the data or software, including, when applicable, identification of the earliest date the limitations expire.

(d) Data or Computer Software 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 the parties have agreed otherwise in an individual prototype project, or any restrictions on the Governments rights to use, modify, reproduce, display or disclose the data have expired or no longer apply.

(e) The Consortium or Consortium Member, their subagreement holders, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose Data furnished to the Government with other than Unlimited Rights.

However, if the Government desires to obtain additional rights in Data in which it has other than Unlimited Rights, the Consortium or Consortium Member agrees to promptly enter into negotiations with the Agreements Officer to determine whether there are acceptable terms for transferring such rights. All Data in which the Consortium or Consortium Member has granted the Government additional rights shall be listed or described in a license agreement made part of the agreement or a part of an individual prototype project. The license shall enumerate the additional rights granted the Government in such Data.

(f)…