NEW PIA ARTICLES 20Nov2023.pdf

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ARTICLES

20 November 2023

TABLE OF CONTENTS

PART 1 ADMINISTRATIVE INFORMATION

1.00 ADMINISTRATIVE REQUIREMENTS AND ORDER OF PRECEDENCE

1.01 ADMINISTRATIVE RESPONSIBILITIES

1.02 DELEGATION OF ADMINISTRATION

PART 2 TERM

2.00 TERMINATION

2.01 TRAFFICKING IN PERSONS

2.02 ENFORCEMENT

2.03 MODIFICATIONS

PART 3 MANAGEMENT OF THE PROGRAM

3.00 TITLE TO PROPERTY

3.01 PROPERTY SYSTEM

3.02 SCOPE AND MANAGEMENT OF THE PROGRAM

3.03 BASE SUPPORT

3.04 PARTNERSHIP INTERMEDIARY (PI) ACCESS TO AIR FORCE INSTALLATION

3.05 COMMON ACCESS CARDS (CAC) FOR PARTNERSHIP INTERMEDIARY (PI) PERSONNEL

3.06 ACCESS TO USAF BASES, AFRL FACILITIES AND/OR U.S. GOVERNMENT INFORMATION

TECHNOLOGY NETWORKS

PART 4 FINANCIAL MATTERS

4.00 INCREMENTAL FUNDING

4.02 PAYMENT-REIMBURSEMENT-WAWF (DCMA)

4.06 COST PRINCIPLES

4.07STANDARDS FOR FINANCIAL MANAGEMENT

4.08 AUDIT REQUIREMENTS

4.09 RETENTION AND ACCESS TO RECORDS

4.10 REVISION OF BUDGETS AND PROGRAM PLANS

PART 5 CLAIMS, DISPUTES AND APPEALS

5.00 CLAIMS, DISPUTES, AND APPEALS

PART 6 INTELLECTUAL PROPERTY RIGHTS

6.00 INVENTIONS

6.01 DATA RIGHTS

6.02 EXPORT CONTROL

PART 7 TECHNICAL AND FINANCIAL REPORTING

7.00 INTERIM PERFORMANCE REPORTS

7.01 FINANCIAL REPORTS- REIMBURSEMENT

7.02 PUBLISHING PROJECT RESULTS

7.03 FINAL PERFORMANCE REPORT

7.04 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION

7.05 DISCLOSURE OF INFORMATION

7.06 REPORTING OF MATTERS RELATED TO PARTNERSHIP INTERMEDIARY (PI) INTEGRITY AND

PERFORMANCE

7.07 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

7.08 NIST SP 800-171 DOD ASSESSMENT REQUIREMENTS

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7.09 NIST SP 800-171 DOD ASSESSMENT REQUIREMENTS

7.10 REPRESENTATION REGARDING CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT

7.11 COVERED DEFENSE TELECOMMUNICATIONS EQUIPMENT OR SERVICES

REPRESENTATION

7.12 PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO

SURVEILLANCE SERVICES OR EQUIPMENT

7.13 PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND SERVICES

DEVELOPED BY KASPERSKY LAB AND OTHER COVERED ENTITIES

7.14 PROHIBITION ON BYTE DANCE COVERED APPLICATION

7.15 PROHIBITION ON ACQUISITION OF CERTAIN ITEMS FROM COMMUNIST CHINESE MILITARY

COMPANIES

PART 8 MISCELLANEOUS PERFORMANCE ISSUES

8.00 PROCUREMENT SYSTEM

8.01 CLOSEOUT, ADJUSTMENT, CONTINUING RESPONSIBILITIES AND COLLECTION

REIMBURSEMENT

8.02 USING TECHNICAL INFORMATION RESOURCES

8.03 SYSTEM FOR AWARD MANAGEMENT AND UNIQUE ENTITY IDENTIFIER REQUIREMENTS

PART 9 NATIONAL POLICY REQUIREMENTS

9.00 NONDISCRIMINATION NATIONAL POLICY REQUIREMENTS

9.01 ENVIRONMENTAL NATIONAL POLICY REQUIREMENTS

9.04 OTHER NATIONAL POLICY REQUIREMENTS

9.05 ADDITIONAL REQUIREMENTS – NATIONAL POLICY REQUIREMENTS.

1.00 ADMINISTRATIVE REQUIREMENTS AND ORDER OF PRECEDENCE (MAR 2015)

(a) This award is governed by the guidance in the Code of Federal Regulations (CFR), Title 2, Subtitle A, Chapter II, Part 200, "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards," as modified and supplemented by the Department of Defense's (DoD) interim implementation found at 2 CFR part 1104, "Implementation of Government wide Guidance for s and Cooperative Agreements.” (79 FR 76047, December 19, 2014 as amended at 85 FR 49506, August 13, 2020).

(b) In the event of a conflict between the terms of this agreement and other governing documents, the conflict shall be resolved by giving precedence in descending order as follows:

(1) Federal statutes

(2) Federal regulations*

(3) 2 CFR part 200* as modified and supplemented by DoD's interim implementation found in 2 CFR Part 1104

(4) Award-specific terms and conditions

(5) Attachments to this award, if any

(c) In case of disagreement with any requirements of this award, the Partnership Intermediary (PI) shall contact the Government Contracting Agreements Officer in order to resolve the issue. The PI shall not assess any costs to the award or accept any payments until the issue is resolved.

1.01 ADMINISTRATIVE RESPONSIBILITIES (MAR 2015)

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(a) Government Representatives are:

Government Contracting Agreements Officer:

Government Contracting Agreements Negotiator:

Government Program Manager:

Government Finance:

Government Agreement Administration Office:

Government Paying Office:

1.02 DELEGATION OF ADMINISTRATION (MAR 2015)

The administrative duties listed below have been delegated to the agreements administration office:

(a) During performance:

(1) Approve provisionally all Requests for Advance or Reimbursement (SF 270).

(2) Perform property administration.

(3) Perform plant clearance.

(4) Approve requests for Registration of Scientific and Technical Information Services (DD

Form1540).

(5) Perform cash management by reviewing quarterly Federal Financial Report (SF 425) and, after conferring with the Government Contracting Agreements Officer, make appropriate adjustments to predetermined scheduled payments by modifying the agreement.

(6) Obtain Interim Inventions Reports (DD Form 882)

(7) Obtain Interim Technical Reports

(b) Upon expiration of agreements:

(1) Obtain final payment request, if any.

(2) Obtain the final Federal Financial Report (SF 425).

(3) Obtain final property report and dispose of Government property on those assistance awards containing residual Government Property.

(4) Perform a review of final incurred costs and assist the awarding Government Contracting

Agreements Officer in resolving exceptions, if any, resulting from questioned costs.

(5) Perform cost sharing adjustments, if applicable.

(6) Assure that all refunds due the Government are received.

(7) Notify the Government Contracting Agreements Officer when the final SF270 and/or SF425 indicates an unexpended balance.

(8) Obtain Final Inventions Report (DD Form 882). Negative reports required.

(a) Obtain Patent Clearance from (Insert POC or email address).

2.00 TERMINATION (MAR 2015)

(a) The Government Contracting Agreements Officer may terminate this agreement by written notice to the PI upon a finding that the PI has failed to comply with the material provisions of this agreement.

(b) Additionally, this agreement may be terminated by either party upon written notice to the other party.

Such written notice shall be preceded by consultation between the parties. If the PI initiates the termination, written notification shall be provided to the Government Contracting Agreements Officer

FA8651-24-3-0001 Page 4 at least 30 days prior to the requested effective date. The notification shall state the reasons for the termination, the requested effective date, and, if a partial termination, the portion to be terminated. If the Government Contracting Agreements Officer determines, in the case of a partial termination, that the reduced or modified portion of the award will not accomplish the purpose for which the award was made, the Government Contracting Agreements Officer may terminate the award in its entirety.

(c) The Government and the PI will negotiate in good faith an equitable reimbursement for work performed toward accomplishment of program goals. The Government will allow full credit to the PI for the Government share of the obligations properly incurred by the PI prior to termination, and those non-cancelable obligations that remain after the termination. The cost principles and procedures described in the article entitled "Cost Principles" shall govern all costs claimed, agreed to, or determined under this article.

(d) If this agreement is incrementally funded, it may be terminated in the absence of additional government funding as set forth in the article entitled Incremental Funding.

(e) In the event of a termination, the Government shall have a paid-up Government purpose license in any subject invention, copyright work and data made or developed under this agreement.

(f) If this agreement is terminated, the Government has the rights identified in and the PI shall comply with the article entitled Closeout, Adjustments, Continuing Responsibilities and Collection.

(g) Notwithstanding the above, for security or safety reasons or in the case of a serious breach that could lead to irreparable damage, the Government Contracting Agreements Officer may order immediate suspension of work, in whole or in part.

2.01 TRAFFICKING IN PERSONS (MAR 2015)

This award is subject to the requirements of section 106 (g) of the Trafficking Victims Protection Act of 2000 (22 U.S.C. 7104, as implemented by 2 CFR 175). If the PI or any subawardee (i) engages in severe forms of trafficking in persons or has procured a commercial sex act during that the period of time of the agreement is in effect or (ii) uses forced labor in the performance of the agreement, the Government shall be authorized to terminate the agreement without penalty.

2.02 ENFORCEMENT (MAR 2015)

In addition to the remedies identified in the article entitled Termination, the Government may use any of the remedies identified in 2 CFR 200 § 339 when determined appropriate.

2.03 MODIFICATIONS (MAR 2015)

(a) Modifications to this agreement may be proposed by either party. PI recommendations for any modifications to this agreement shall be submitted in writing to the Government program manager before the desired effective date with a copy to the Government Contracting Agreements Officer. The PI shall detail the technical, chronological, and financial impact of the proposed modification to the program. Changes are effective only after the agreement has been modified. Only the Government Contracting Agreements Officer has the authority to act on behalf of the Government to modify this agreement. If the Government agrees to the proposed modification without change, the Government Contracting Agreements Officer may issue a modification unilaterally approving the request.

(b) The Government Contracting Agreements Officer or administrative agreements officer may unilaterally issue minor or administrative agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government personnel identified in the agreement, etc.).

3.00 TITLE TO PROPERTY (MAR 2015)

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Unless otherwise stated in the Award, title to personal property acquired with agreement funds shall vest in the PI upon acquisition, except that supplies shall be managed in accordance with 2 CFR 200 § 314.

Title to real property shall vest in the PI subject to conditions contained in 2 CFR 200 §311. The PI shall dispose of real property in accordance with Government Contracting Agreements Officer instructions issued pursuant to 2 CFR 200 § 311.

3.01 PROPERTY SYSTEM (MAR 2015)

The PI's property system shall meet the standards as set forth in 2 CFR 200 § 310 - 316.

3.02 SCOPE AND MANAGEMENT OF THE PROGRAM (MAR 2015)

(a) The Government and the PI are bound to each other by a duty of good faith and best effort to achieve the goals 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 PI shall perform in accordance with the Partnership Intermediary Agreement (PIA) carried out in accordance with the statement of objectives entitled, "TITLE", dated “DATE”. The PI shall submit all documentation required by Part 7, Technical and Financial Reporting.

(c) The PI shall accomplish the overall management, including technical, programmatic, reporting, financial and administrative matters, of the PIA. The Government program manager(s) may interact with the PI to promote effective collaboration between the PI and the Government.

3.04 PARTNERSHIP INTERMEDIARY (PI) ACCESS TO AIR FORCE INSTALLATIONS (OCT 2019)

(a) The PI shall obtain base identification and vehicle passes, if required, for all personnel who make frequent visits to or perform work on the Air Force installation(s) cited in the agreement. PI personnel are required to wear or prominently display installation identification badges or PI-furnished, PI identification badges while visiting or performing work on the installation.

(b) The PI shall submit a written request on company letterhead to the Government Contracting Agreements Officer listing the following: agreement number, location of work site, start and stop dates, and names of employees and subcontractor employees needing access to the base. The letter will also specify the individual(s) authorized to sign for a request for base identification credentials or vehicle passes. The Government Contracting Agreements Officer will endorse the request and forward it to the issuing base pass and registration office or Security Forces for processing. When reporting to the registration office, the authorized individual(s) should provide a valid driver’s license, current vehicle registration, valid vehicle insurance certificate, to obtain a vehicle pass.

(c) During performance the PI shall be responsible for obtaining required identification for newly assigned personnel and for prompt return of credentials and vehicle passes for any employee who no longer requires access to the work site.

(d) When work under this agreement requires unescorted entry to controlled or restricted areas, the PI shall comply with [insert any additional requirements to comply with AFI 31-101, Integrated Defense, and DODMAN5200.02_AFMAN 16-1405, Air Force Personnel Security Program] citing the appropriate paragraphs as applicable.

(e) Upon completion or termination of the agreement or expiration of the identification passes, the prime PI shall ensure that all base identification passes issued to employees and subcontractor employees are returned to the issuing office.

(f) Failure to comply with these requirements may result in withholding of final payment.

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3.05 COMMON ACCESS CARDS (CAC) FOR PARTNERSHIP INTERMEDIARY (PI) PERSONNEL

(OCT 2019)

(a) For installation(s)/location(s) cited in the agreement, PIs shall ensure Common Access Cards (CACs) are obtained by all PI or subcontract personnel who meet one or both of the following criteria:

(1) Require logical access to Department of Defense computer networks and systems in either:

(i) the unclassified environment; or

(ii) the classified environment where authorized by governing security directives.

(2) Perform work, which requires the use of a CAC for installation entry control or physical access to facilities and buildings.

(b) PIs and their personnel shall use the following procedures to obtain CACs:

(1) PIs shall provide a listing of personnel who require a CAC to the agreements officer. The government will provide the PI instruction on how to complete the Contractor Verification System (CVS) application and then notify the PI when approved.

(2) PI personnel shall obtain a CAC from the nearest Real Time Automated Personnel Identification Documentation System (RAPIDS) Issuing Facility (typically the local Military Personnel Flight

(MPF)).

(c) While visiting or performing work on installation(s)/location(s), PI personnel shall wear or prominently display the CAC as required by the governing local policy.

(d) During the performance period of the agreement, the PI shall:

(1) Within 7 working days of any changes to the listing of the agreement personnel authorized a CAC, provide an updated listing to the agreements officer who will provide the updated listing to the authorizing government official;

(2) Return CACs in accordance with local policy/directives within 7 working days of a change in status for personnel who no longer require logical or physical access;

(3) Return CACs in accordance with local policy/directives within 7 working days following a CACs expiration date; and

(4) Report lost or stolen CACs in accordance with local policy/directives.

(e) Within 7 working days following completion/termination of the agreement, the PI shall return all CACs issued to their personnel to the issuing office or the location specified by local policy/directives.

(f) Failure to comply with these requirements may result in withholding of final payment.

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3.06 ACCESS TO USAF BASES, AFRL FACILITIES AND/OR U.S. GOVERNMENT INFORMATION

TECHNOLOGY NETWORKS (NOV 2016)

PI employees requiring access to USAF bases, AFRL facilities, and/or access to U.S. Government Information Technology networks in connection with the work on this agreement must be U.S. citizens.

Possession of a permanent resident card (“Green Card”) does not equate to U.S. citizenship. This requirement does not apply to foreign nationals approved by the U.S. Department of Defense or U.S.

State Department under international personnel exchange agreements with foreign governments. Any waivers to this requirement must be granted in writing by the Government Contracting Agreements Officer prior to providing access. The above requirements are in addition to any other agreement requirements related to obtaining a Common Access Card (CAC).

4.00 INCREMENTAL FUNDING (MAR 2015)

(a) In no event is the Government obligated to reimburse the PI for expenditures in excess of the total funds allotted by the Government to this agreement. The Government anticipates that from time to time additional amounts will be allotted to this agreement by unilateral modification, until the total Government share is fully funded.

(b) If additional funds are not made available, this agreement may be terminated pursuant to the article entitled Termination. The PI is not obligated to continue performance or otherwise incur costs in excess of the amount then allotted to the agreement by the Government or, if this is a cost sharing agreement, the amount then allotted by the Government to the agreement plus the PI's corresponding share, until the Government Contracting Agreements Officer notifies the PI in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this agreement. When and to the extent that the amount allotted by the Government to the agreement is increased, any costs the PI incurs before the increase that are in excess of the amount previously allotted by the Government or if this is a cost-sharing agreement, the amount previously allotted by the Government to the agreement plus the PI's corresponding share, shall be allowable to the same extent as if incurred afterward, unless the Government Contracting Agreements Officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

4.02 PAYMENT-REIMBURSEMENT-WAWF (DCMA) (MAR 2015)

(a) The PI shall request payment by reimbursement by electronically submitting Standard Forms (SF)

270, Requests for Advance or Reimbursement, through Wide Area Work Flow (WAWF), https://wawf.eb.mil.

(b) The following codes will be required to route requests and emails correctly through WAWF.

AWARD NUMBER: FA8651-24-3-0001

TYPE OF DOCUMENT: SF 270

CAGE CODE: TBD

ISSUED BY DODAAC: FA8651

ADMIN DODAAC: TBD

GOVERNMENT PROGRAM MANAGER: Jesse “John” Campbell Jesse.Campbell.7@us.af.mil

SERVICE ACCEPTOR OFFICE DODAAC: FA8651

PAY OFFICE DODAAC:TBD

APPROVAL OFFICE DODAAC:TBD

SEND E-MAIL NOTIFICATIONS for completed SF 270:TBD

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(c) The customer service number for Vendor Pay is ?????. Vendors may also check status of payments through MyInvoice, https://MyInvoice.csd.disa.mil. PIs must register in MyInvoice to gain access.

(d) Alternately, PIs may request reimbursement by submitting original SFs 270, Requests for Advance or

Reimbursement, to the Administrative Officer with a copy to the Government Contracting Agreements Officer and Government Program Manager.

(e) To the maximum extent possible, payments will be made by electronic funds transfer (EFT) after AGO approval. PIs may submit requests for monthly reimbursement when EFT payment is not used or as frequently as necessary when EFT payment is used.

(f) Final payment will be made only after delivery and acceptance of the final report prepared in accordance with the article entitled ?????.

4.06 COST PRINCIPLES (MAR 2015)

The cost principles applicable to this agreement are contained in 2 CFR 200, Subpart E, Cost Principles.

2 CFR 200 describes the cost principles for determining allowability of costs applicable to lower tier, cost type contracts or awards under this agreement shall be determined by type of entity receiving the lower tier contract or award.

4.07 STANDARDS FOR FINANCIAL MANAGEMENT (MAR 2015)

The PI's financial management system shall comply with the standards identified in 2 CFR 200 § 302.

4.08 AUDIT REQUIREMENTS (MAR 2015)

The PI shall comply with the audit requirements of 2 CFR 200, Subpart F Audit Requirements.

Subaward(s) shall comply with the audit requirements appropriate for the type of entity receiving the award as required.

4.09 RETENTION AND ACCESS TO RECORDS (MAR 2015)

PI's financial records, supporting documents, statistical records, and all other records pertinent to an award shall be retained and access to them permitted in accordance with 2 CFR 200 § 334-338.

4.10 REVISION OF BUDGETS AND PROGRAM PLANS (MAR 2015)

The budget plan is the financial expression of the program as approved during the award process. The budget includes the sum of the Government cost share and the PI cost share, if any. PIs shall report deviations from budget and program plans and shall request prior approvals for budget and program plan revisions for all situations listed in 2 CFR 200 § 308.

5.00 CLAIMS, DISPUTES, AND APPEALS (MAR 2015)

(a) General. Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this article. Department of Defense (DoD) policy is to resolve issues through discussions and mutual agreement at the Government Contracting Agreements Officer’s level prior to submission of a claim. Where unassisted negotiations fail to resolve issues in controversy, the

FA8651-24-3-0001 Page 9 parties agree to consider the use of Alternative Dispute Resolution (ADR) procedures to the maximum extent practicable.

(b) Alternative Dispute Resolution. ADR should be used whenever practicable as a relatively inexpensive and expeditious procedure to resolve issues in controversy. ADR is any mutually agreed to voluntary means of settling issues in controversy without resorting to formal administrative appeals or litigation.

ADR techniques shall be mutually agreed to and may be used at any appropriate time during the process.

(c) Claims Resolution Process. When a claim cannot be resolved by the parties, the parties agree to use the procedures identified in DoDGARs 22.815 as the administrative process to resolve claims, disputes and appeals. For purposes of this article the Agreement Appeal Authority will be the applicable AFRL Technology Director.

(d) Non-exclusivity of Remedies. Nothing in this article is intended to limit a PI's right to any remedy under the law.

6.0 0 INVENTIONS (MAR 2015)

(a) The clause entitled Patent Rights (Small Business Firms and Nonprofit Organizations, (37 CFR

401.14(a)) is hereby incorporated by reference and is modified as follows: replace the word "contractor" with " PI"; replace the words "agency," "Federal Agency" and "funding Federal Agency" with "Government"; replace the word "contract" with "agreement"; delete paragraphs (g)(2), (g)(3) and the words "to be performed by a small business firm or domestic nonprofit organization" from paragraph (g)(1). Paragraph (l), Communications, point of contact on matters relating to this clause will be the servicing Staff Judge Advocate's office.

(b) Interim or final Invention Reports 1) listing subject invention(s) and stating that all subject inventions have been disclosed, or 2) stating that there are no such inventions, shall be sent to both the Administrative Officer at the address located in the agreement and to the Government Contracting Agreements Officer / patent administrator at det1.afrl.pk.patents@us.af.mil, with a courtesy copy (cc:)

to the government Program Manager/Project Engineer. Please include in the subject line of the e-mail the contract number followed by the words "Invention Reporting." Also include in the body of the e-mail the names of the Government Program Manager and his/her office symbol. The PI shall file Invention (Patent) Reports on the DD Form 882, Report of Inventions and Subcontracts, as of the close of each performance year and at the end of the term for this agreement. Annual reports are due 90 days after the end of each year of performance and final reports are due 90 days after the expiration of the final performance period. Negative reports are also required annually.

(c) The DD Form 882 may also be used for the notification of any subaward(s) for experimental, developmental or research work which contain a "Patent Rights" clause, with a cc: to the government Program Manager.

(d) All other notifications (e.g., disclosure of each subject invention to the Government Contracting

Agreements Officer within 2 months after the inventor discloses it) shall also be sent to the e-mail address above, with a cc: to the government Program Manager/Project Engineer.

(e) This provision also constitutes the request for the following information for any subject invention for which the PI has retained ownership: 1) the filing date, 2) serial number and title, 3) a copy of the patent application and 4) patent number and issue date. Submittal shall be to the Government Contracting Agreements Officer / patent administrator e-mail address listed above, with a cc: to the government Program Manager.

6.01 DATA RIGHTS (MAR 2015)

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(a) All rights and title to data, as defined in 48 CFR 27.401, generated under this agreement shall vest in the PI.

(b) Assertion of copyright.

(1) The PI may assert copyright in any work that is eligible for copyright protection if the PI acquires ownership of it under this award, either by developing it or otherwise.

(2) With respect to any work in which you assert copyright, DoD reserves a royalty-free, nonexclusive and irrevocable license to:

(i) Reproduce, publish, or otherwise use the work for Federal Government purposes; and

(ii) Authorize others to reproduce, publish, or otherwise use the work for Federal Government purposes.

(c) Data produced under the award.

(1) The Federal Government has the right to:

(i) Obtain, reproduce, publish, or otherwise use the data produced under this award; and

(ii) Authorize others to receive, reproduce, publish, or otherwise use the data produced under this award for Federal Government purposes.

(d) The PI is responsible for affixing appropriate markings indicating rights on all data delivered under the agreement. The Government will have unlimited rights in all data delivered without markings.

(e) The PI shall include this article, suitably modified to identify the parties, in all lower tier contracts and awards, regardless of tier, for experimental, developmental, or research work.

(f) When the intangible property is no longer needed for the originally authorized purpose, the PI must contact the awarding office to arrange for disposition in accordance with the procedures specified in 2 CFR 200-313(e).

6.02 EXPORT CONTROL (MAR 2015)

(a) The PI’s system of internal controls must conform to OMB guidance in 2 CFR 200.303. With respect to paragraph (e) of 2 CFR 200.303, your internal control system must include measures to safeguard any information that Federal statute, Executive order, or regulation requires to be protected (e.g., personally identifiable or export controlled information), whether generated under the award or provided to you and identified as being subject to protection.

(b) Access to the technology developed under this agreement by foreign firms, institutions or individuals shall be controlled by the PI under applicable U.S. export control laws.

(c) The PI shall receive the Government Contracting Agreements Officer approval before assigning or granting access to any work, equipment, or technical data generated or delivered under this agreement to foreign persons or their representatives. The notification shall include the name and country of origin of the foreign person or representative, the specific work, equipment, or data to which the person will have access.

7.00 INTERIM PERFORMANCE REPORTS (MAR 2015)

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(a) PIs shall submit Interim Performance Reports in accordance with this article and 2 CFR 200 § 329.

The PI may submit reports in electronic form.

(b) Content: Reports shall detail technical progress to date and report on all problems, technical issues, or major developments that arose during the reporting period. The reports shall discuss each of the topics listed below:

(1) A comparison of actual accomplishments with the goals and objectives established for the period, the findings of the investigator, or both.

(2) Reasons why established goals were not met, if appropriate.

(3) Other pertinent information including analysis and an explanation of cost overruns.

(c) Submission: The PI shall submit Interim Performance Reports quarterly within 30 days after completion of the reporting period throughout the term of the agreement. The first period begins on the effective date of the agreement. The PI shall submit one copy of the Interim Performance Report to:

(1) Government Program Manager: Jesse “John” Campbell

(2) Government Contracts Agreements Officer: Misti DeShields

(3) Government Administrative Agreements Officer: TBD

(d) Mark all data delivered with the following statement: Partnership Intermediary Agreement (PIA)

7.01 FINANCIAL REPORTS- REIMBURSEMENT (MAR 2015)

(a) The PI shall submit the Federal Financial Report (SF 425) on a cash basis within 30 days following the end of each quarterly reporting period (March 31, June 30, September 30, December 31), and within 90 days following the completion of the agreement. Agreement PIs that are domestic institutions of higher education must complete the optional fields 11.a through 11.f, "Indirect Expense" on the final Federal Financial Report that it submits after the end of the project period under the award. One copy of each report shall be submitted to:

(1) Government Program Manager: Jesse “John” Campbell

(4) Government Contracts Agreements Officer: Misti DeShields

(5) Government Administrative Agreements Officer: TBD

7.02 PUBLISHING PROJECT RESULTS (MAR 2015)

(a) Publications. The PI is expected to publish or otherwise make publicly available the results of the work conducted under this award. One copy of all publications resulting from the project shall be forwarded to the AFRL program manager as it becomes available.

(b) An acknowledgment of awarding agency's support shall appear in the publication of any material, whether copyrighted or not. The acknowledgement shall read: "This material is based on research sponsored by TBD under agreement number FA8651-24-3-0001. The U.S. Government is authorized to reproduce and distribute reprints for Governmental purposes notwithstanding any copyright notation thereon."

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(c) The PI is responsible for assuring that every publication of material based on or developed under this project contains the following disclaimer: "The views and conclusions contained herein are those of the authors and should not be interpreted as necessarily representing the official policies or endorsements, either expressed or implied, of AFRL/RW or the U.S. Government."

7.03 FINAL PERFORMANCE REPORT (MAR 2015)

(a) PIs shall submit the Final Performance Report in accordance with this article and 2 CFR 200 § 329.

All publications shall contain the notice included in the article entitled Publishing Project Results.

(1) Content: The Final Performance Report will provide a comprehensive, cumulative, and substantive summary of the progress and significant accomplishments achieved during the period covered by the agreement. Each of the topics listed in the article entitled Interim Performance Reports shall be addressed as appropriate. Publications may be bound and attached as appendices.

(2) Format: Submit the Final Performance Report in the following format:

(i) Prepare the Cover/Title Page by completing the Standard Form (SF) 298, Report

Documentation Page. In Item 13 include a 100 to 200 word abstract summarizing technical progress during the reporting period. Style is to be third person singular using past tense.

Jargon, special symbols or notations, subscripts, mathematical symbols or foreign alphabet letters are not permitted. All pages should be of good quality for copying purposes.

(ii) The report shall be prepared in accordance with American National Standard Institute document ANSI/NISO Z39.18-1995, Scientific and Technical Reports - Elements, Organization, and Design which may be obtained from:

NISO Press Fulfillment Center PO Box 451 Annapolis Junction MD 20701-0451 http://www.niso.org

(iii) Submission. The PI shall submit the Final Performance Report (with letter of transmittal), in the original (camera ready) and 1 copy, to the Government Program Manager within 90 days after completion of the agreement with one electronic copy in MS Word compatible format.

Submit one copy of the report to any other program manager identified as other sponsoring agency personnel. Also, provide one copy each of the transmittal letter to:

(A) Government Contracting Agreements Officer

(B) Government Administrative Officer

(b) Mark all data delivered with the following statement: Partnership Intermediary Agreement (PIA)

7.04 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (MAR 2015)

(a) Reporting of first-tier subawards.

(1) Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term).

http://www.niso.org/

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(2) Where and when to report.

(i) You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov.

(ii) For subaward 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, 2010, the obligation must be reported by no later than December 31, 2010.)

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

(b) Reporting Total Compensation of PI Executives.

(1) Applicability and what to report. You must report total compensation for each of your 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, you received-

(A) 80 percent or more of your 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 subawards); and

(B) $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

(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. You must report executive total compensation described in paragraph b.1. of this award term:

(i) As part of your 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 SubPI Executives.

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

(i) in the subaward's preceding fiscal year, the subaward received http://www.fsrs.gov/ http://www.sec.gov/answers/execomp.htm http://www.sam.gov/

FA8651-24-3-0001 Page 14

(A) 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

(B) $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 subawards); 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. You must report subaward executive total compensation described in paragraph c.1. of this award term:

(i) To the PI.

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

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

(1) Subawards, and

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

(e) Definitions. For purposes of this award term:

(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;

(iii) A domestic or foreign nonprofit organization;

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

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

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

(3) Subaward:

(i) This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the PI award to an eligible subaward.

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

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(ii) A subaward may be provided through any legal agreement, including an agreement that you or a subaward considers a contract.

(4) Subaward means an entity that:

(i) Receives a subaward from you (the PI) under this award; and

(ii) Is accountable to you for the use of the Federal funds provided by the subaward.

(5) Total compensation means the cash and noncash dollar value earned by the executive during the PI's or subaward'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.

7.05 DISCLOSURE OF INFORMATION (MAR 2015)

(a) The PI shall not release to anyone outside the PI's organization any unclassified information, regardless of medium (e.g., film, tape, document, media announcements, etc.), pertaining to any part of this agreement or any program related to this agreement unless-

(1) The Government Contracting Agreements Officer has given prior written approval; or

(2) The information is otherwise in the public domain before the date of release.

(b) Requests for approval shall identify the specific information to be released, the medium to be used, and the purpose for the release. The PI shall submit its request to the Government Contracting Agreements Officer at least 65 days before the proposed date for release.

(c) The PI agrees to include a similar requirement in each sub-agreement under this agreement.

Subaward shall submit requests for authorization to release through the prime PI to the Government Contracting Agreements Officer.

7.06 REPORTING OF MATTERS RELATED TO PARTNERSHIP INTERMEDIARY (PI) INTEGRITY

AND PERFORMANCE (DEC 2015)

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(a) General Reporting Requirement

If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the PI during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111- 212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.

(b) Proceedings About Which You Must Report:

Submit the information required about each proceeding that:

(1) Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;

(2) Reached its final disposition during the most recent five year period; and

(3) Is one of the following:

(i) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;

(ii) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;

(iii) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000;

or

(iv) Any other criminal, civil, or administrative proceeding if:

a. It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition;

b. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and

c. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.

(c) Reporting Procedures

Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information

FA8651-24-3-0001 Page 17 through SAM because you were required to do so under Federal procurement contracts that you were awarded.

(d) Reporting Frequency

During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. PIs that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.

(e) Definitions

For purposes of this award term and condition:

(1) Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables.

(2) Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere.

(3) Total value of currently active grants, cooperative agreements, and procurement contracts includes—

(i) Only the Federal share of the funding under any Federal award with a PI cost share or match;

and

(ii) The value of all expected funding increments under a Federal award and options, even if not yet exercised.

7.07 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

(JAN 2023)

The Contractor shall provide adequate security on all covered contractor information systems. To provide adequate security, the Contractor shall implement, at a minimum, the following information security protections:

(1) For covered contractor information systems that are part of an Information Technology (IT) service or system operated on behalf of the Government, the following security requirements apply:

(i) Cloud computing services shall be subject to the security requirements specified in the clause 252.239- 7010 , Cloud Computing Services, of this contract.

(ii) Any other such IT service or system (i.e., other than cloud computing) shall be subject to the security requirements specified elsewhere in this contract.

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(2) For covered contractor information systems that are not part of an IT service or system operated on behalf of the Government and therefore are not subject to the security requirement specified at paragraph (b)(1) of this clause, the following security requirements apply:

(i) Except as provided in paragraph (b)(2)(ii) of this clause, the covered contractor information system shall be subject to the security requirements in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations” (available via the internet at http://dx.doi.org/10.6028/NIST.SP.800-171 ) in effect at the time the solicitation is issued or as authorized by the Government Contracting Agreements Officer.

(B) The Contractor shall submit requests to vary from NIST SP 800-171 in writing to the Government Contracting Agreements Officer, for consideration by the DoD CIO. The Contractor need not implement any security requirement adjudicated by an authorized representative of the DoD CIO to be nonapplicable or to have an alternative, but equally effective, security measure that may be implemented in its place.

(C) If the DoD CIO has previously adjudicated the contractor’s requests indicating that a requirement is not applicable or that an alternative security measure is equally effective, a copy of that approval shall be provided to the Government Contracting Agreements Officer when requesting its recognition under this contract.

(D) If the Contractor intends to use an external cloud service provider to store, process, or transmit any covered defense information in performance of this contract, the Contractor shall require and ensure that the cloud service provider meets security requirements equivalent to those established by the Government for the Federal Risk and Authorization Management Program (FedRAMP) Moderate baseline (https://www.fedramp.gov/resources/documents/) and that the cloud service provider complies with requirements in paragraphs (c) through (g) of this clause for cyber incident reporting, malicious software, media preservation and protection, access to additional information and equipment necessary for forensic analysis, and cyber incident damage assessment.

(3) Apply other information systems security measures when the Contractor reasonably determines that information systems security measures, in addition to those identified in paragraphs (b)(1) and (2) of this clause, may be required to provide adequate security in a dynamic environment or to accommodate special circumstances (e.g., medical devices) and any individual, isolated, or temporary deficiencies based on an assessed risk or vulnerability.