Sample Other Transaction Agreements for

DE-FOA-0003612

The Genesis Mission: Transforming Science and Energy with AI

Contents Genesis Mission Funding Agreement – Milestones

Genesis Mission Funding Agreement – Reimbursement

IP Appendix II – Patent Rights – 401.14

IP Appendix II – Patent Rights – Simplified

IP Appendix III – Data Rights – Open

IP Appendix III – Data Rights – Proprietary

Genesis Mission Project Agreement – Data Use Agreement

Genesis Mission Project Agreement – AI Bridge Agreement

Each OT agreement will DOE will be comprised of:

1 Funding Agreement (Milestones or Reimbursement);

1 Appendix I (Miletone or Technical Objectives) to be negotiated;

1 Patent Rights Appendix II (401.14 or Simplified); and 1 Data Rights Appendix III (Open or Proprietary).

The application team will also be expected to negotiate a Project Agreement amongst their team, which may include:

a Data Use Agreement; and/or an AI Bridge agreement (for use with DOE/NNSA labs).

Editable Word versions of these documents will be shared during award negotiation.

Posted on Tuesday, March 31, 2026

OTHER TRANSACTION AGREEMENT FOR ADVANCING THE GENESIS MISSION

BETWEEN

THE UNITED STATES DEPARTMENT OF ENERGY

AND

[AWARDEE ENTITY NAME]

The Genesis Mission is a historic national effort to catalyze new industries, create high-skill jobs, and usher a new golden era of American discovery through artificial intelligence (AI) innovation.

Under the leadership of the United States Department of Energy (DOE or Agency) and the White House Office of Science and Technology Policy, and in partnership with industry, academia, and the National Laboratories, the Genesis Mission will build the American Science and Security Platform to combine supercomputing, AI, next-generation quantum systems, and America’s most advanced scientific instruments into a single, integrated engine of discovery that leverages the singular scientific datasets and expertise of the DOE and National Nuclear Security Administration (NNSA) Laboratory complex. The Genesis Mission is designed to ensure that the United States leads in AI-enabled scientific discovery, energy innovation, and national security capabilities.

This Genesis Mission Funding Agreement (“Agreement”) is made and entered into as of the Effective Date by and between the United States Department of Energy (DOE), an agency of the United States Government (Government), and [Awardee Entity Name] (Awardee)(collectively the Parties), a [type of entity] organized and existing under the laws of [place of incorporation or organization]. Further operational and technical details for the Awardee’s collaboration, including with DOE/NNSA National Laboratories, will be governed by a Project Agreement, including allocation of intellectual property between the collaborating parties.

NOW, THEREFORE, in consideration of the foregoing and for the mutual promises hereinafter set forth, the Parties agree as follows:

Contents

Contents

SECTION I: Purpose and Scope of Work

SECTION II: Authority to Enter into the Agreement

SECTION III: Intellectual Property

SECTION IV: Intellectual Property Warranty

SECTION V: Research, Technology and Economic Security (RTES)

SECTION VI: Reporting Requirements and Approvals

SECTION VII: Modifications, Disputes, Termination, and Assignment

SECTION VIII: Miscellaneous

SECTION IX: DEFINED TERMS

The following is intended to be understood using the definitions defined in Section IX.

SECTION I: Purpose and Scope of Work The purpose of this Agreement is to establish a public-private partnership that advances the Genesis Mission’s core objectives: to accelerate breakthroughs in energy dominance, discovery science, and national security through the development and deployment of self-improving AI models and integrated scientific workflows. By combining DOE/NNSA’s unique data assets and research infrastructure with the agile development practices and specialized expertise of private industry, this partnership will drive innovation at scale and speed, directly supporting the nation’s strategic goals.

Through this Agreement, the Awardee will conduct research and development activities aligned with the milestones set forth herein, contributing to the creation of the American Science and Security Platform. The outcomes of this partnership are intended to double U.S. research and development productivity within a decade, strengthen U.S. competitiveness, and ensure that America leads in AI-enabled scientific discovery, energy innovation, and national security capabilities.

This Agreement reflects the urgency and ambition of the Genesis Mission: to move with speed and purpose, uniting government, industry, and academia in a coordinated national effort that will fundamentally transform how science and engineering are conducted for the benefit of the American people.

Authorization and funding for subsequent Milestones will be contingent upon DOE approval that Milestone completion criteria have been met and the availability of funding to continue work under this Agreement.

Article 1.1: Period of Performance

This Agreement governs the performance of the Milestones.

The Awardee shall commence performance of this Agreement in accordance with the Agreement terms and conditions on the Effective Date and continue until the completion or upon expiration of the deadline, i.e., “Quarter Due (from project start)” for all the Milestones, unless otherwise agreed upon by the parties in writing. Additionally, DOE may terminate the agreement upon a failure to achieve a milestone by such deadline. The completion date for this Agreement is [TBD]. This date may be extended by written mutual agreement of the Parties.

Article 1.2: Financial Obligation

A. Obligation DOE’s liability to make Milestone Payments is limited to only those funds detailed in this Agreement and the availability of appropriated funding to continue work under this Agreement.

B. Cost-Share

The Awardee must provide any applicable “Awardee Cost Share” identified for each Milestone. The cost share must:

• Be verifiable when the application is submitted.

• Be cash, cash equivalents, or in-kind contributions.

• Come from non-federal sources (unless otherwise allowed by law), such as project participants, state or local governments, or other third-party financing.

Unless otherwise agreed upon before completion of Milestone 1, the Cost Share must meet requirements set forth in 2 C.F.R. § 200.306 and 910.130, and the cost principles set forth in 2 C.F.R. §§ 200.400-476 and 2 C.F.R. §§ 910.352.

SECTION II: Authority to Enter into the Agreement

Article 2.1: Authority This is a research, development, and/or demonstration agreement entered into pursuant to DOE’s OT Authorities, including 42 U.S.C.§ 7256(a), (g).1 This Agreement between DOE and Awardee is a transaction other than a procurement, grant, cooperative agreement, or loan. Accordingly, only those terms, conditions, provisions and requirements set forth in this Agreement and any other terms, conditions, provisions and requirements prescribed by law and regulations for other transaction agreements under DOE’s OT Authorities, including 42 U.S.C.§ 7256(a), (g),2 some of which are expressly incorporated herein by reference, apply to this Agreement.

This Agreement is valid only if it is in writing and is signed, including electronically, by the AO and by the Awardee’s authorized representative.

SECTION III: Intellectual Property

Intellectual Property Rights are government by the provisions of Appendix II – Patent Rights and Appendix III – Data Rights.

SECTION IV: Intellectual Property Warranty The Awardee represents and warrants that any data used in the performance of Milestones, including but not limited to AI Artifacts, would not infringe upon any intellectual property right of any third party, such as any patent, copyright, trade secret, or other intellectual property right and that it has all necessary rights in said data for delivery as described in the Milestones.

Awardee agrees that it has exercised reasonable efforts and diligence in making this representation and warranty. The foregoing representation and warranty shall be ongoing during the term of the Agreement.

SECTION V: Research, Technology and Economic Security (RTES)

1 2 C.F.R. § 930.

2 2 C.F.R. § 930.

Article 5.1: Foreign Entity Participation

A Foreign Entity is not eligible to participate as either an Awardee or Subawardee. In limited circumstances DOE may approve a waiver to allow a foreign entity to participate.

The Awardee must work with the DOE Laboratory to ensure compliance with all applicable safety, health, access to information, security and environmental regulations and the requirements of the Department and the DOE Laboratory. In the event the Awardee fails to comply with said regulations and requirements, the DOE Laboratory may, without prejudice to any other legal or contractual rights, issue an order stopping all or any part of Awardee's activities with the DOE Laboratory.

Article 5.2: Prohibition on Incorporation in or Ownership or Control by Foreign Countries of Concern

Throughout the life of the Agreement, the Awardee, parent company, and project team members shall not be solely incorporated in, or owned or controlled by, or subject to the direction of a Foreign Country of Concern. If there is a change in ownership or control that increases foreign ownership or control by Foreign Country of Concern or a change that effectively makes the entity subject to the direction of a Foreign Country of Concern, the Awardee must immediately alert the AO.

Article 5.3: Entity of Concern Prohibition

No Entity of Concern as defined in Section 10114 of Public Law 117-167 (42 USC 18912) may participate in the performance of the Milestones.

Article 5.4: Malign Foreign Talent Recruitment Program Prohibition

Individuals participating in a Malign Foreign Talent Recruitment Program, as defined in Section 10638(4) of P.L. 117-167 (42 USC 19237(4), 19232), are prohibited from participating in in the performance of the Milestones.

Article 5.5: Due Diligence Reviews and Disclosures

The Agreement is subject to a post-selection and ongoing research, technology, and economic security risk review and monitoring to identify potential risks of undue foreign influence. As part of the review, the Awardee must cooperate with DOE requests for information, including the following required disclosures and certifications for all covered individuals listed on the application and entities which must be updated within fifteen (15) business days of any changes except advanced notice to DOE must be given for changes relating to a Foreign Country of Concern: DOE Common Form for Current and Pending (Other) Support (42 USC 6605) https://www.congress.gov/117/plaws/publ167/PLAW-117publ167.pdf#page=105 https://www.nsf.gov/bfa/dias/policy/researchprotection/commonform_cps.pdf including a Malign Foreign Talent Recruitment Program certification3, DOE Common Form for Biosketch (NSPM-33), and Transparency of Foreign Connections Transparency of Foreign Connections | Department of Energy (NSPM-33). New covered individuals listed on the application and entities added during the term of the Agreement must provide the disclosures above and receive DOE approval before participating. DOE may share information regarding the risks identified as part of the RTES due diligence review process or monitoring with other Federal agencies.

In the event an RTES risk is identified, or the required disclosures, certifications, or updates, are not submitted, or there is non-compliance with any provision of this Section V, DOE may require risk mitigation measures, including but not limited to, requiring that an individual or entity not participate in the performance of this Agreement, or implementing other controls such as data access restrictions, enhanced monitoring, or project scope adjustments, as determined necessary by DOE to safeguard national security and economic interests. If significant risks are identified and cannot be sufficiently mitigated, DOE may withhold or recapture a Milestone Payment or terminate the OT Agreement.

3 All covered individuals must provide a separate disclosure statement listing the required information above regarding current and pending support. Each Covered Individual must sign and date their respective certification statement:

I, [Full Name and Title], understand that I have been designated as a covered individual by the Federal funding agency.

I certify to the best of my knowledge and belief that the information contained in this Current and Pending Support Disclosure Statement is true, complete, and accurate. I understand that any false, fictitious, or fraudulent information, misrepresentations, half-truths, or omissions of any material fact, may subject me to criminal, civil, or administrative penalties for fraud, false statements, false claims, or otherwise. (18 U.S.C. §§ 1001 and 287, and 31 U.S.C. §§ 3729-3733 and 3801-3812). I further understand and agree that (1) the statements and representations made herein are material to DOE’s funding decision, and (2) I have a responsibility to update the disclosures during the period of performance of the award should circumstances change which impact the responses provided above.

I also certify that, at the time of submission, I am not a party in a malign foreign talent recruitment program. I further understand should I take action to involve myself with a Malign Foreign Talent Recruitment Program during the period of performance of the award, I must notify the Awardee’s Authorized Agent immediately, but no later than five business days of taking such action and immediately recuse myself from all DOE awards.

DOE’s decision regarding a due diligence review is not appealable.

Article 5.6: Performance of Work in the United States

All work in performance of the Milestones must be performed in the United States (i.e., the Awardee must expend 100% of the total project cost in the United States), unless the Awardee requests and receives advance written authorization from the AO to perform certain work outside of the United States. This provision does not apply to the acquisition of materials or components of the Awardee’s project unless otherwise instructed in writing by the AO.

Article 5.7: Conflicts of Interest

The Awardee shall adopt and maintain a conflict of interest policy4 under this Agreement, which shall be provided to DOE upon request. This conflict of interest policy shall address both individual conflicts of interest as related to Key Personnel and Organizational Conflicts of Interest, including but not limited to financial conflicts of interest (FCOI) (i.e., managed and unmanaged/unmanageable).

The Awardee shall disclose in writing to the AO any potential or actual Conflict of Interest as soon as reasonably practical after discovery thereof. The Awardee and the DOE shall jointly develop a mitigation plan to address Conflicts of Interest as they arise.

SECTION VI: Reporting Requirements and Approvals

Article 6.1: Milestones- Review, Acceptance or Rejection of Milestones

1. The Awardee shall be responsible for the on-time delivery and satisfactory completion of all Milestones. Unless otherwise specified by the AO, in writing, in advance of the deadline, all documents, including reports, are to be furnished to the DOE via email to the

AO.

2. DOE shall accept or reject delivered Milestones as promptly as practicable after delivery, unless otherwise specified in the Agreement. DOE shall determine adequacy of each deliverable promptly and will notify the Awardee in writing of the acceptance or rejection of the deliverable within ten (10) business days. DOE’s failure to review and accept or reject the work shall not relieve the Awardee from responsibilities under this Agreement, nor create liability for the Government. Acceptance will not be unreasonably withheld or delayed.

3. If DOE rejects the deliverable, the notice of rejection will provide the Awardee a specific description of the identified nonconformity. The Awardee will have the opportunity to cure under a timeline agreed to by the Awardee and the AO.

4. Payment for Milestones.

4 See https://www.energy.gov/management/department-energy-interim-conflict-interest-policy-requirements-financial-assistance

a. Milestone Payment may only be requested after DOE has notified the Awardee of its acceptance of the Milestone deliverable and verified that the Milestone completion criteria have been met. DOE will provide payment for the completed Milestone within 30 calendar days of receipt of a Milestone payment request submitted in accordance with the paragraphs below. Only the Awardee may submit payment requests to DOE. Subawardees may not submit payment requests directly to DOE.

b. Milestone Payment Request Submittal. The Awardee is required to submit payment requests electronically through DOE’s Oak Ridge Financial Service Center Vendor Inquiry Payment Electronic Reporting System (VIPERS). To access and use VIPERS, they are required to enroll and login to the VIPERS website (https://vipers.doe.gov/ or https://vipers.doe.gov/RequestAccess.aspx).

DOE will disburse payments under this Agreement through the Automated Clearing House (ACH) VIPERS. The Awardee may check the status of its payments at the VIPERS website. All payments are made by electronic funds transfer to the bank account identified on the ACH Vendor/Miscellaneous Payment Enrollment Form (SF 3881) filed by the Awardee.

c. Before any payment is submitted, the Awardee shall provide a disclosure of each Subject Invention and a properly executed Invention Certification as required by Article IV.

SECTION VII: Modifications, Disputes, Termination, and Assignment

Article 7.1: Modifications

Proposals for modifications will be documented in writing and submitted by the Awardee to the AO, or by DOE to the Awardee. Parties may request the technical, schedule, and financial impact of the proposed modification as appropriate.

Any modification, including changes to the Milestones, to this Agreement shall be executed in writing and signed by an authorized representative of DOE and the Awardee. The DOE is not obligated to pay for costs related to modifications. Further, the Awardee is not obligated to accomplish work prior to mutual agreement between the AO and the Awardee and performs work at risk of not being compensated without mutual agreement, in writing.

For minor or administrative modifications (e.g., changes to the paying office or appropriation data), Awardee approval is not required, unless Awardee timely objects, in writing, to such a proposed minor or administrative modification. In the event of any objection, the modification must be bilaterally executed.

Article 7.2: Disputes

A. A party that believes there is a dispute about an issue under this Agreement will submit to the other party, via email with receipt acknowledged by the other party, a summary of the dispute. Disputes will be raised by the Awardee to the AO or by the AO to the Awardee point of contact. The AO and awardee will work together to resolve issues or disputes, including using any alternative dispute mechanisms to the maximum extent practicable.

https://vipers.doe.gov/ https://vipers.doe.gov/RequestAccess.aspx

Informal resolution, including resolution through an alternative dispute resolution mechanism, will be preferred over formal procedures, to the extent practicable.

B. DOE Final Determination. If a dispute is not resolved informally between the DOE AO and the Awardee, DOE shall provide a written determination signed by the AO, setting forth DOE’s final disposition of such dispute. The determination will include a summary of the dispute and the factual, legal, and if appropriate, policy reasons for DOE’s disposition of the dispute.

C. Right of Appeal:

a. The final determination under this Article may only be appealed to the cognizant

Senior Procurement Executive (SPE), as defined by 41 U.S.C. 1702(c) for the following actions:

i. A DOE determination that the awardee has failed to comply with the applicable requirements of the Agreement;

ii. termination of an award, in whole or in part, by DOE;

iii. the application of DOE of an indirect cost rate; and

iv. DOE disallowance of costs.

b. The appeal must be received by DOE within 90 days of receipt of the final determination. The mailing address for the DOE SPE is 1000 Independence Ave., SW., Washington DC 20585.

c. In reviewing disputes authorized under this article, the SPE will be bound by the applicable law, statutes, and rules, including the requirements of this Article, and by the terms and conditions of this Agreement.

d. The decision of the SPE shall be the final decision of DOE.

Article 7.3: Termination

A. Noncompliance. In the event the Awardee failed to comply with the terms and conditions of this Agreement, the AO shall give written notice to the Awardee to comply, including the factual and legal basis for the determination of noncompliance, the corrective actions, and the date by which they must be taken (not less than 30 days), and which of the actions authorized under 2 CFR § 930.345(a) DOE may take if the Awardee does not achieve compliance within the time specified in the written notice. Failure to comply may result in termination of this Agreement;

B. The Parties may mutually agree to terminate in whole or in part this Agreement by providing at least 30 days advance written notice to the other party, provided such notice is preceded by consultation between the Awardee and DOE and a reasonable determination by either party that this Agreement will not produce beneficial results commensurate with the expenditure of resources. Awardee and DOE will negotiate the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated. If either the Awardee or the DOE determines in the case of partial termination that the reduced or modified portion of the Agreement will not accomplish its intended purpose, the Agreement may be terminated in its entirety;

B. DOE may terminate the agreement in whole or in part if the Awardee materially fails to comply with the articles or terms and conditions of an agreement, whether stated in a Federal statute, regulation, assurance, application, plan, or the notice of award fails to comply with the articles and requirements of the Agreement. DOE shall promptly provide Awardee with a Cure Notice identifying the Material Breach. Within ten (10) days after receipt of the Cure Notice, Awardee shall respond in writing to the Cure Notice and provide DOE with a Cure Plan;

C. DOE may terminate the agreement if the Awardee files a bankruptcy petition that is not dismissed within ten (10) business days, the Awardee is adjudicated bankrupt or is otherwise insolvent, or the Awardee ceases to do business or otherwise terminates its business operations;

and

D. DOE may terminate the agreement if the Awardee fails to achieve a Milestone within the time period specified in the Milestones.

E. Either party may terminate without cause upon thirty (30) days written notice to the other party. If DOE terminates without cause, the Awardee shall submit an invoice to DOE based on the prorated fixed price for any remaining Milestone and such proration will be based on effort expended from the last Milestone payment up to the point of termination. The AO, in their discretion, will determine if and how much of an appropriate prorated payment is warranted.

Selectee acknowledges and agrees that no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement.

F. In the event of termination, DOE and the Awardee shall meet to affect an orderly termination of any ongoing or planned activities and will negotiate in good faith for the disposition of the Awardee’s Limited Rights Data in the possession of DOE, if applicable. In no case will the Government be liable for expenses or other financial obligations of the Awardee incurred due to early termination.

G. In the event this Agreement is terminated for any reason under paragraphs A-D of this Article, DOE has the right to unilaterally not pay for funding not yet disbursed pursuant to the Milestones in Appendix I. Mutual termination does not impose any requirement that DOE pay in whole or part for milestones not achieved.

H. In the event of any termination by DOE, neither DOE nor the Awardee shall be liable for any loss of profits, revenue, or any indirect or consequential damages incurred by the other Party, its contractors, subcontractors, or customers as a result of any termination of this Agreement.

DOE’s or the Awardee’s liability for any damages under this Agreement is limited solely to direct damages, incurred by the other Party, as a result of any termination of this Agreement subject to mitigation of such damages by the complaining party. However, in no instance shall DOE's liability for termination exceed the total amount due under the milestone towards which the Awardee is currently working under this Agreement.

Article 7.4 Assignment

Neither this Agreement nor any interest arising under it will be assigned by the Awardee or DOE without the express written consent of the other party.

SECTION VIII: Miscellaneous

Article 8.1: Export Control

Awardee is responsible for ensuring compliance with all applicable United States Export Control laws and regulations relating to any work performed under a resulting Agreement. The Awardee must immediately report to DOE any export control violations related to this Agreement and provide the corrective action(s) to prevent future violations.

Article 8.2: Communication

A. Administration. Unless otherwise provided in this Agreement, approvals permitted or required to be made by DOE, or any other document that binds the government, may be made only by the DOE Agreements Officer who has a warrant including the award of Other Transaction Agreements. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the Parties:

DOE Agreements Officer: XXXX DOE Grants and Agreements Specialist: XXXX DOE Patent Counsel: Michael Dobbs, (331) 465-1317, mike.dobbs@science.doe.gov (for all questions regarding Intellectual Property matters)

Awardee: XXXX

B. Milestone Deliverables. Milestone deliverable matters under this Agreement shall be referred to the following representative:

DOE Program Manager: XXXX

Awardee: XXXX

C. Technical. Technical matters under this Agreement shall be referred to the following representatives:

DOE Program Manager: XXXX

Awardee: XXXX

D. Change of Designated Representative. Each party may change its representatives named in this Article by written notification to the other party.

Article 8.3: Closeout

Upon Agreement completion, the AO must close out the Agreement in accordance with the Federal-Wide Research Terms and Conditions and DOE Standard Research Terms and Conditions Agency Specific Requirements, Financial Assistance Handbook Chapter 30A -

Closeout of Financial Assistance Instruments, 2 CFR § 930, and the DOE Office of Scientific and Technical Information (OSTI) E-Link website (https://www.osti.gov/elink/), including ensuring all deliverables have been accepted and any audits completed. The Awardee agrees to provide DOE all relevant documents requested to closeout this Agreement.

Article 8.4: Resolution of Conflicting Conditions

Any apparent inconsistency between Federal statutes and regulations and the terms and conditions contained in this Agreement must be referred to the AO for guidance.

Article 8.5: Suspension and Debarment

The Awardee shall not contract with entities that are currently listed on the System for Award Management as suspended or debarred in support of this Agreement. In accordance with Executive Orders 12549 and 12689, the regulations at 2 CFR part 180, Guidance for Governmentwide Debarment and Suspension (Non procurement) are applicable to this Agreement.

Article 8.6: Inspector General

A. The Awardee is required to provide any information, documents, site access, or other assistance requested by DOE or Federal auditing agencies (e.g., DOE Inspector General, Government Accountability Office, Defense Contracting Audit Agency, United States Digital Service, Department of Government Efficiency) for work related to this Agreement. Single Audits are not required under this Agreement.

B. In the event that the Awardee has Federal funding from another Federal agency or entity, in accordance with 42 U.S.C. § 7137, the Comptroller General of the United States, or any of his duly authorized representatives, shall have access to and the right to examine any books, documents, papers, records, or other recorded information of the Awardee of Federal funds or assistance under this Agreement, including contracts between the Awardee and other entities.

Article 8.7: System for Award Management

The Awardee is required to be registered in the System for Award Management (SAM, www.sam.gov). The Awardee agrees to opt in to SAM notifications and monitor SAM for DOE issued information.

Article 8.8: Insolvency, Bankruptcy or Receivership

A. The Awardee shall immediately notify DOE of the plans for, or significant likelihood of, any of the following events: (i) the Awardee or the Awardee’s parent’s filing of a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) the Awardee’s consent to the institution of an involuntary case under the Bankruptcy Act against it or its parent; (iii) the filing of any similar proceeding for or against the Awardee or the Awardee’s parent, or its consent to, the dissolution, winding-up or readjustment of its debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over it, under any other https://www.osti.gov/elink/ http://www.sam.gov/ applicable state or federal law; or (iv) the Awardee’s insolvency due to its inability to pay its debts generally as they become due.

B. Such notification shall be in writing and shall: (i) specifically set out the details of the occurrence of an event referenced in paragraph A; (ii) provide the facts surrounding that event; and (iii) provide the impact such event will have on the project being funded by this Agreement.

C. Upon the occurrence of any of the four events described in the first paragraph, DOE reserves the right to conduct a review of the Awardee’s agreement to determine their compliance with the required elements of the agreement. If the DOE review determines that there are significant deficiencies or concerns with the Awardee’s performance under the agreement, DOE reserves the right to impose additional requirements, as needed.

D. Failure of the Awardee to comply with this term may be considered a Material Breach of this Agreement.

Article 8.9: Fraud, Waste and Abuse

The Awardee shall disclose, in a timely manner, in writing to DOE all violations of Federal criminal law involving fraud, bribery, or gratuity violations by Awardee, its employees, and agents that potentially affect the agreement. Compliance with the Rules of Professional Conduct does not violate this paragraph. The DOE Office of Inspector General maintains a Hotline for reporting allegations of fraud, waste, abuse, or mismanagement. To report such allegations, please visit https://www.energy.gov/ig/ig-hotline.

Article 8.10: Choice of Law

The Awardee acknowledges that this Agreement is subject to federal law of the United States.

Article 8.11 NONDISCLOSURE AND CONFIDENTIALITY AGREEMENTS

ASSURANCES

A. By entering into this Agreement, the Awardee does not and will not require its employees or contractors to sign internal nondisclosure or confidentiality agreements or statements prohibiting or otherwise restricting its employees or contactors from lawfully reporting waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information.

B. The undersigned further attests that Awardee will not implement or enforce any nondisclosure and/or confidentiality policy, form, or agreement it uses in the performance of the Milestones unless it contains the following provisions:

(1) These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (a) classified information, (b) communications to Congress, (c) the reporting to an Inspector General or the Office of Special Counsel of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (d) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling https://www.energy.gov/ig/ig-hotline

Executive orders and statutory provisions are incorporated into this agreement and are controlling.

(2) The limitation above shall not contravene requirements applicable to Standard Form 312, Form 4414, or any other form issued by a Federal department or agency governing the nondisclosure of classified information.

C. Notwithstanding provision listed in paragraph (A), a nondisclosure or confidentiality policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received during such activity unless specifically authorized to do so by the United States Government. Such nondisclosure or confidentiality forms shall also make it clear that they do not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

Article 8.12 CORPORATE FELONY CONVICTION AND FEDERAL TAX LIABILITY

ASSURANCES

By entering into this Agreement, the undersigned attests that the Awardee has not been convicted of a felony criminal violation under Federal law in the 24 months preceding the date of signature.

The undersigned further attests that Awardee does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability.

For purposes of these assurances, the following definitions apply: A Corporation includes any entity that has filed articles of incorporation in any of the 50 states, the District of Columbia, or the various territories of the United States [but not foreign corporations]. It includes both for- profit and non-profit organizations.

Article 8.13 LOBBYING RESTRICTIONS The Awardee agrees that none of the funds under this Agreement shall be expended, directly or indirectly, to influence congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to Members of Congress as described in 18 U.S.C. § 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation.

Article 8.14 INDEMNIFICATION The Awardee will indemnify the Government and its officers, agents, or employees for any and all liability, including litigation expenses and attorneys' fees, arising from suits, actions, or claims of any character for death, bodily injury, or loss of or damage to property or to the environment, resulting from the project, except to the extent that such liability results from the direct fault or negligence of Government officers, agents or employees, or to the extent such liability may be covered by applicable allowable costs provisions.

Article 8.15 STATEMENT OF FEDERAL STEWARDSHIP

DOE will exercise normal Federal stewardship in overseeing the project activities performed under this Agreement. Stewardship activities include, but are not limited to, conducting site visits; reviewing performance and financial reports; providing technical assistance and/or temporary intervention in unusual circumstances to correct deficiencies which develop during the project; assuring compliance with terms and conditions; and reviewing technical performance after project completion to ensure that the Technical Objectives have been accomplished.

Article 8.16 SITE VISITS

DOE authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance, if required. You must provide, and must require your subrecipients to provide, reasonable access to facilities, office space, resources, and assistance for the safety and convenience of the government representatives in the performance of their duties. All site visits and evaluations must be performed in a manner that does not unduly interfere with or delay the work.

SECTION IX: DEFINED TERMS

In addition to terms defined in other provisions of this Agreement, the terms and phrases as defined below, when used herein as the defined term shall have the following meanings:

“AO” shall mean DOE Agreements Officer.

“AI Artifact” shall mean any dataset, code, scripts, pipelines, models (including architectures, parameters, and weights), prompts, outputs, documentation, metadata, test/evaluation suites, synthetic data, and system/model/data cards created, used, or improved under the Project Agreement.

“Covered Individual” means an individual who (a) contributes in a substantive, meaningful way to the scientific development or execution of the scope of work of the agreement, and (b) is designated as a covered individual by DOE. DOE designates as covered individuals any principal investigator (PI); project director (PD); co-principal investigator (Co-PI); co-project director (Co-PD); project manager; and any individual regardless of title that is functionally performing as a PI, PD, Co-PI, Co-PD, or project manager. Submission of a current and pending support disclosure and/or biosketch/resume for a particular person serves as an acknowledgement that DOE designates that person as a covered individual. DOE may further designate covered individuals during the agreement period of performance.

“Curated Data” shall mean any Data generated in Milestone 2.

“Data” shall mean recorded information, regardless of form or the media on which it may be recorded, including Technical Data. The term does not include information incidental to Other Transaction (OT) Agreement administration, such as financial, administrative, cost or pricing or management information.

“Data and Intellectual Property Rights Certification” shall mean a formal written statement, signed by an authorized representative of the Awardee, delivered as part of a Milestone, which attests that the Awardee has the necessary legal and contractual rights to all data, software, and intellectual property used in a delivered AI Artifact, sufficient to enable its deployment and use as contemplated under this Agreement.

“Effective Date” shall mean the date upon which the Agreement will enter into force which will be the date of the last signatory to the Agreement.

“Foreign Country of Concern” shall mean the People's Republic of China, the Russian Federation, the Democratic People's Republic of Korea, the Islamic Republic of Iran, and Belarus, or any other country determined to be a foreign country of concern by the Secretary of State, and including countries of risk designated by DOE. This list is subject to change. DOE reserves the right, in the exercise of its absolute discretion, to add or subtract any foreign country determined to be of risk consistent with DOE policies by a unilateral amendment to this Agreement.

“Foreign Entity” shall mean any corporation, business association, partnership, trust, society, or any other entity or group that is not incorporated or organized to do business in the United States, as well as international organizations, foreign governments and any agency or subdivision of foreign governments including state-owned enterprises. The term “Foreign Countries of Concern” and “Foreign National” are separate terms and not necessarily covered under the definition of a Foreign Entity although “Foreign Countries of Concern” are also “Foreign Entities”.

“Foreign National” shall mean any individual other than a U.S. citizen.

“Government” shall mean the Federal government of the United States of America including its agencies and departments.

“Intellectual Property” shall mean any and all subject inventions, copyrights, and trademarks developed by an Awardee.

"Key Personnel” shall mean the voting board members, C-suite executives, and other senior personnel identified by Awardee.

“Limited rights data” shall mean data developed at private expense and first produced outside the performance of this agreement that embody trade secrets, or are commercial, or financial, and confidential or privileged.

“Material Breach” shall mean a breach by the Awardee or DOE of any of its obligations under this Agreement including those which result, or are likely to result, in the inability of the Awardee or DOE to effectively complete the Milestones. This includes but is not limited to the failure to achieve Milestones, breach of provisions included in the Agreement.

“Milestone” shall mean a deliverable identified in Appendix I - Milestones, Reporting, Deliverables.

“Milestones” shall mean the collective deliverables identified in Appendix I - Milestones, Reporting, Deliverables.

“Milestone Payment” shall mean DOE’s payment to the Awardee for achievement of a Milestone.

“Model Data” shall mean any data generated in the performance of Milestone 3.

“Non-Public Data” shall mean Data that has not been publicly distributed to others without restriction on further dissemination. Specifically excluded from this definition is data shared at a conference, public talk or other public forum if the data shared is shared without restriction on further dissemination.

“Organizational Conflicts of Interest” shall mean where the Awardee is unable, or appears to be unable, to be impartial in conducting activities under this agreement due to its relationships with affiliates, organizations, or any other interested party.

“Project Agreement” means an agreement between the Awardee and their partners/collaborators in the performance of the Technical Objectives, which is intended to address all data rights, including allocation of rights to Project AI Artifacts. The Project Agreement includes agreements with DOE National Laboratory, preferably using the preapproved AI Bridge Agreement containing a Data Use Agreement (DUA) template that complies with Article 3.2.

“Project AI Artifact” shall mean AI Artifacts developed in performance of the Milestones, including a Project Agreement.

“Unlimited Rights” shall mean the right of the Government to use, disclose, reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, in any manner and for any purpose, and to have or permit others to do so.

IN WITNESS WHEREOF, the Parties have executed this Agreement.

U.S. DEPARTMENT OF ENERGY

By:_____________________________

[NAME]

Agreements Officer

Dated: _______________________________

AWARDEE

By: ______________________________

[NAME]

TITLE

Dated: _______________________________

APPENDIX I

Milestones, Reporting, Deliverables

5 All contributions estimated to achieve milestones, including in kind contribution.

Mile-stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($)

1 Agreements and Alignment

The execution of all agreements within the Application Team within 90 days of award.

1. DOE must be provided with a copy of the executed Project Agreement showing execution by at least the Application Team and meeting all requirements of the award, including requirements listed in Article 3.2(1)(d). The Team is encouraged to leverage templates provided by DOE, especially when working with a DOE Laboratory.

All data delivered to DOE must be delivered with unlimited rights.

The Awardee may redact business sensitive portions of the Project Agreement that are not relevant to confirming execution of the agreement amongst the party and compliance with the award terms.

1 $TBD $TBD

Mile-stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($)

2 Data Curation

The curation of all scientific data within the Application Team so that the data is structured, cleaned, and preprocessed in a way that makes it suitable for use in artificial intelligence and machine learning models no later than XXX.

1. The curated data must include [Insert a Specific description of the data to be curated]

2. The curated data will be delivered to [Insert Where Curated Data must be delivered. This should typically include delivery to the American Science Cloud] with the following rights:

[Insert Specific Data rights approved by cognizant DOE Patent Counsel]

3. The curated data must:

[Insert specific requirements] [including adherence to data

All data delivered to DOE may be identified as Protected Data except:

1. a summary report;

and

2. (a) general test or performance results demonstrating technical breakthroughs, milestones or achievements; (b) general data demonstrating progress toward meeting DOE's technical targets and

(c) any research data contained in publications resulting from the

XX

stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($) quality standards as may be established by the National Science and Technology Council (NSTC) Machine Learning and AI Subcommittee or other relevant Federal guidance, to ensure suitability for artificial intelligence and machine learning models, and specifically for use in developing next-generation microelectronics and accelerating innovation in discovery science and engineering for new energy technologies via the American science cloud, while maintaining appropriate privacy and confidentiality protections.]

4. As a condition of Milestone completion, the Awardee shall deliver to the work under the agreement.

stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($)

Agreements Officer (AO) a signed Data and Intellectual Property Rights Certification for the delivered model and all its constituent components. This certification shall, at a minimum, attest to the following:

a. That the Awardee has conducted a thorough review of all datasets, software libraries, pre-trained models, and any other intellectual property (collectively, “Model Components’) used in the creation, training, and operation of the delivered AI model.

b. That the Awardee possesses sufficient rights to all Model Components to permit the deployment of the model on the American Science Cloud, consistent with the terms of this Agreement, the stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($) associated Project Agreement, and the requirements of Public Law 119- 21, as applicable.

c. That the deployment and use of the model as described in this Agreement does not infringe upon any third-party patent, copyright, trade secret, or other intellectual property right.

5. d. That all data sourcing and licensing documentation has been archived and is available for inspection by DOE upon request.

3 Creation of an Artificial Intelligence Model

Creation of artificial intelligence models no later than XXX.

1. The delivered model must have been created using the data curated in milestone two.

2. The model must perform the following functionality:

[INSERT SPECIFIC

All data delivered to DOE may be identified as Protected Data except:

1. a summary of the report; and

2. (a) general test or performance stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($)

DETAILS ON THE

PERFORMANCE

CHARACTERISTICS OF A

SUCCESSFUL MODEL]

[and demonstrate capabilities for interpretability, control, and robustness against adversarial attacks, as well as incorporating secure-by-design principles to mitigate risks of misuse or unauthorized access.

Furthermore, the models shall be designed for seamless integration with and provision to the scientific community through the American science cloud, adhering to its operational and data sharing standards to accelerate innovation in discovery science and engineering for new energy technologies.] results demonstrating technical breakthroughs, milestones or achievements; (b) general data demonstrating progress toward meeting DOE's technical targets and

(c) any research data contained in publications resulting from the work under the agreement.

stone #

Milestone Title

Milestone Description (including Completion Criteria)

Data Protection Quarter Due (from project start)

Estimated Total Cost ($) 5

Federal payment upon completion ($)

Awardee Cost Share($)

3. The model will be:

a. provided to the scientific community through the American science cloud to accelerate innovation in discovery science and engineering for new energy technologies; and

b. deployed to accelerate…