Sample Other Transaction Agreements for DE-FOA- 0003612

The Genesis Mission: Transforming Science and Energy with AI

Contents Genesis Mission Other Transaction Agreement – Milestones

Genesis Mission Other Transaction Agreement – Reimbursement

Genesis Mission Project Agreement – Data Use Agreement

Genesis Mission Project Agreement – AI Bridge Agreement

Genesis Mission Project Agreement – AI Bridge Agreement (no DUA)

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

Each OT agreement will DOE will be comprised of:

1 Other Transaction 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 Thursday, July 2, 2026

Agreement Number: DE-XXXXXXXXX 7/2/2026

OTHER TRANSACTION AGREEMENT FOR

DE-FOA-0003612

THE GENESIS MISSION: TRANSFORMING

SCIENCE AND ENERGY WITH AI

Agreement Number: DE-XXXXXXXXX 7/2/2026

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: General

SECTION IV: Intellectual Property

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

Appendix I - Schedule of Payments and Payable Milestones

Agreement Number: DE-XXXXXXXXX 7/2/2026

Appendix IV - Reporting Checklist and Instructions

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

SECTION I: Purpose and Scope of Work

Article 1.1: 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 Schedule of Payments & Payable Milestones (Appendix 1) 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 1.2: Period of Performance

This Agreement governs the performance of the Milestones.

The Awardee shall commence performance of this Agreement in accordance with the Agreement articles 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]. At the end of 6 months, the Awardee will undergo a go / no-go review, per the Request for Applications (RFA). This date may be extended by written mutual agreement of the Parties.

Agreement Number: DE-XXXXXXXXX 7/2/2026

Article 1.3: Financial Obligation

A. Obligation

The total estimated cost/price for this Agreement, including both DOE and non-DOE funding, is $XXXX. This includes the DOE cost share of $XXXX.

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

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

i. Be verifiable when the application is submitted.

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

iii. 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 comply with the federal regulations set forth in 2 C.F.R. §§ 930.125 and 910.130, and the cost principles and financial management standards set forth in 2 C.F.R. §§ 930.130, 930.205, and 930.210.

C. Payment for Milestones

i. Milestone Payment may only be requested after DOE has notified the Awardee of its acceptance of the Milestone deliverable, received all reports required in Appendix IV 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.

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

Agreement Number: DE-XXXXXXXXX 7/2/2026 identified on the ACH Vendor / Miscellaneous Payment Enrollment Form (SF 3881) filed by the Awardee.

iii. The Awardee shall submit a Payable Milestone Report to document completion of

Payable Milestones, along with a draft invoice for the corresponding payment amounts. The reports shall be sufficient for the DOE Technical Representative to reasonably verify the accomplishment of the relevant milestone(s) identified in Appendix I. The awardee shall provide include an Invention Certification (available at https://science.osti.gov/-/media/occ/pdf/Invention-Certification.pdf ) including a listings of all Subject Inventions with its invoice.

iv. Before any payment is submitted, the Awardee shall provide a disclosure of each

Subject Invention and a properly executed Invention Certification as required by Appendix IV.

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 Other Transaction (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 articles, provisions and requirements set forth in this Agreement and any other articles, 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 Agreement Officer (AO) and by the Awardee’s authorized representative.

SECTION III: General

Article 3.1: Agreement

This agreement consists of the Agreement cover page, these articles, plus the following Appendices:

No. Title 1 Schedule of Payments and Payable Milestones 2 Patent Rights 3 Data Rights 4 Reporting Checklist and Instructions

1 2 C.F.R. § 930.

2 2 C.F.R. § 930.

https://science.osti.gov/-/media/occ/pdf/Invention-Certification.pdf

Agreement Number: DE-XXXXXXXXX 7/2/2026

Article 3.2: Order of Precedence

In the event of any inconsistency between these articles and the Appendices, the inconsistency shall be resolved by giving precedence in the following order: (1) Articles; (2) Appendix I, Schedule of Payments and Payable Milestones; (3) Appendix IV, Reporting Checklist and Instructions; (3) Appendix III, Data Rights; and (4) Appendix II, Patent Rights.

Article 3.3: National Policy Assurances

Awardee acknowledges that it is subject to all relevant U.S. Laws and implementing regulations/ Executives Orders, in particular:

A. Titles VI and VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000d and 2000e, respectively, (prohibiting discrimination based on race, color, religion, sex, and national origin)

B. The Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621 et. seq. (prohibits employment discrimination against persons 40 years of age or older)

C. The Americans with Disabilities Act, 42 U.S.C. § 12101 et. seq. (prohibits unjustified discrimination based on disability)

D. The Clean Water Act, 33 U.S.C. § 1251 et. seq.

E. The Clean Air Act, 42 U.S.C. § 7401 et. seq.

F. The Occupational Safety and Health Act of 1970, 29 U.S.C. § 651 et. seq. (promotes safe and healthful working conditions)

G. Executive Order No. 13224, Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, 66 FR 49079

H. The National Environmental Policy Act, 42 U.S.C. § 4321 et seq.

SECTION IV: Intellectual Property

Article 4.1: Intellectual Property Warranty

The Awardee represents and warrants, to the best of its knowledge and after reasonable diligence, that all Data and AI Artifacts used, provided, or delivered under this Agreement: (a) do not infringe any third-party intellectual property rights; and (b) are subject to rights sufficient for the Awardee to use, deliver, and authorize all required uses under this Agreement. This warranty shall be ongoing during the term of the Agreement.

Agreement Number: DE-XXXXXXXXX 7/2/2026

Article 4.2: Intellectual Property Rights

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

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

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.

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) including a Malign Foreign Talent Recruitment Program certification (see RFA), 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 https://www.congress.gov/117/plaws/publ167/PLAW-117publ167.pdf#page=105 https://www.nsf.gov/bfa/dias/policy/researchprotection/commonform_cps.pdf

Agreement Number: DE-XXXXXXXXX 7/2/2026 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.

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

Article 5.6: Performance of Work in the United States

All work performed under DOE agreements must be performed in the United States unless the DOE AO grants a written waiver. This requirement does not apply to the purchase of supplies and equipment; however, the Awardee should make every effort to purchase supplies and equipment within the United States. The Awardee must flow down this requirement to its subawardees and subcontractors. The Awardee is responsible should any work under this agreement be performed outside the United States, absent a waiver, regardless if the work is performed by the Awardee, subawardees, subcontractors or other project partners. There may be limited circumstances where it is in the interest of the project to perform a portion of the work outside the United States. To seek a waiver of the Performance of Work in the United States requirement, the Awardee must submit a written waiver request to the DOE AO.

Article 5.7: Notice Regarding the Purchase of American-Made Equipment and Products – Sense of Congress

It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this agreement should be American-made.

Article 5.8: Conflicts of Interest

The Awardee shall adopt and maintain a conflict of interest policy3 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).

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

Agreement Number: DE-XXXXXXXXX 7/2/2026

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.

Article 5.9: Annual List of Personnel

The awardee shall submit an updated list of all personnel working on the project on an annual basis to the DOE AO.

SECTION VI: Reporting Requirements and Approvals

Article 6.1: Reporting Requirements

A. General Requirements. The Awardee must submit reports in accordance with the Reporting Checklist and Instructions in Appendix IV.

B. Dissemination of scientific/technical reporting products. Reporting project results in scientific and technical information (STI) publications/products to the DOE Office of Scientific and Technical Information (OSTI) ensures dissemination of research results to the public as well as preservation of the results. The DOE form F 4600.2, B.

Scientific/Technical Reporting, has instructions for the DOE Energy Link (E-Link) system managed by OSTI. Scientific/technical reports and other STI products submitted under this agreement will be disseminated publicly on the Web via OSTI.GOV, unless the STI contains patentable material, protected data, or SBIR/STTR data, which must be indicated per instructions in DOE F 4600.2.

C. Restrictions. Reports submitted to the DOE via E-link must not contain any Protected Personally Identifiable Information (PII), classified information, information subject to export control classification, or other information not subject to release.

Article 6.2: Milestones- Review, Acceptance or Rejection of Milestones

A. 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.

B. 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.

https://www.osti.gov/

Agreement Number: DE-XXXXXXXXX 7/2/2026

C. 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.

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.

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:

i. 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:

Agreement Number: DE-XXXXXXXXX 7/2/2026

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

b. termination of an agreement, in whole or in part, by DOE;

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

d. DOE disallowance of costs.

ii. 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.

iii. 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 articles of this Agreement.

iv. 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 articles 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;

C. DOE may terminate the agreement in whole or in part if the Awardee materially fails to comply with the article or articles of an agreement, whether stated in a Federal statute, regulation, assurance, application, plan, or the notice of agreement 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;

Agreement Number: DE-XXXXXXXXX 7/2/2026

D. 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

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

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

G. In the event of termination, DOE and the Awardee shall meet to affect an orderly termination of any ongoing or planned activities, if applicable. In no case will the Government be liable for expenses or other financial obligations of the Awardee incurred due to early termination.

H. In the event this Agreement is terminated for any reason under 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.

I. 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.

Agreement Number: DE-XXXXXXXXX 7/2/2026

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 this 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 AO 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: Name, Phone, Email DOE Grants and Agreements Specialist: Name, Phone, Email DOE Patent Counsel: XXXX Awardee Point of Contact: Name, Phone, Email Additional Awardee POCs: [Provide Position Title, Name, Phone, and Email as needed]

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

DOE Technical Representative: Name, Phone, Email

C. 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 or termination, 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 articles contained https://www.osti.gov/elink/

Agreement Number: DE-XXXXXXXXX 7/2/2026 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

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 and Universal Identifier Requirements

A. Requirement for Registration in the System for Award Management (SAM). Awardee must maintain the currency of its information in SAM until it submits the final financial report required under this agreement or receives the final payment, whichever is later.

This requires that Awardee review and update the information at least annually after the initial registration, and more frequently if required by changes in information or another agreement article.

B. Requirement for Universal Entity Identifier (UEI) Numbers. If Awardee is authorized to make subawards under this agreement, Awardee:

i. Must notify potential subawardees that no entity (see definition in paragraph C of this article) may receive a subaward from Awardee unless the entity has provided its UEI number to you.

ii. May not make a subaward to an entity unless the entity has provided its UEI number to Awardee.

C. Definitions. For purposes of this article:

Agreement Number: DE-XXXXXXXXX 7/2/2026

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

ii. A UEI means a number that identifies your entity registration in SAM.gov. This identifier is assigned by SAM.gov and used in other federal award systems. The Office of Management and Budget (OMB) requires the Unique Entity ID to be used across federal systems, governmentwide, for federal award purposes.

iii. Entity means all of the following:

1. A Governmental organization, which is a State, local government, or Indian Tribe;

2. A foreign public entity;

3. A domestic or foreign nonprofit organization;

4. A domestic or foreign for-profit organization; and

5. A Federal agency, but only as a subawardee under an agreement or subaward to a non-Federal entity.

iv. Subaward:

1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which Awardee received this agreement and that Awardee awards to an eligible subawardee.

2. The term does not include Awardee’s procurement of property and services needed to carry out the project or program.

3. A subaward may be provided through any legal agreement, including an agreement that Awardee considers a contract.

v. Subawardee means an entity that:

1. Receives a subaward from Awardee under this agreement; and

2. Is accountable to Awardee for the use of the Federal funds provided by the subaward.

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 http://www.sam.gov/

Agreement Number: DE-XXXXXXXXX 7/2/2026 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 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

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

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:

https://www.energy.gov/ig/ig-hotline

Agreement Number: DE-XXXXXXXXX 7/2/2026

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

ii. 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

Agreement Number: DE-XXXXXXXXX 7/2/2026 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

To the extent permitted by law, 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 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 articles; 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 subawardees 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.

Article 8.17: National Security: Classifiable Results Originating Under An Agreement

A. This agreement is intended for unclassified, publicly releasable research. Awardee will not be granted access to classified information. DOE does not expect that the results of the research project will involve classified information. Under certain circumstances, however, a classification review of information originated under the agreement may be required. The Department may review research work generated under this agreement at any time to determine if it requires classification

B. Executive Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific research information not clearly related to national security shall not be classified. Nevertheless, some information concerning (among other things) scientific, technological, or economic matters relating to national security or cryptology may require classification. If Awardee

Agreement Number: DE-XXXXXXXXX 7/2/2026 originates information during the course of this agreement that it believes requires classification, Awardee must promptly:

i. Notify the DOE Technical Representative and the DOE AO;

ii. Submit the information by registered mail directly to the Director, Office of Classification and Information Control, SO-10.2; U.S. Department of Energy; P.O.

Box A; Germantown, MD 20875-0963, for classification review.

iii. Restrict access to the information to the maximum extent possible until Awardee is informed that the information is not classified, but no longer than 30 days after receipt by the Director, Office of Classification and Information Control.

C. If Awardee originates information concerning the production or utilization of special nuclear material (i.e., plutonium, uranium enriched in the isotope 233 or 235, and any other material so determined under section 51 of the Atomic Energy Act) or nuclear energy, Awardee must:

1. Notify the DOE Technical Representative and the DOE AO;

2. Submit the information by registered mail directly to the Director, Office of

Classification and Information Control, SO-10.2; U.S. Department of Energy; P. O.

Box A; Germantown, MD 20875-0963 for classification review within 180 days of the date the Awardee first discovers or first has reason to believe that the information is useful in such production or utilization; and

3. Restrict access to the information to the maximum extent possible until Awardee is informed that the information is not classified, but no longer than 90 days after receipt by the Director, Office of Classification and Information Control.

D. If DOE determines any of the information requires classification, Awardee agrees that the Government may terminate the agreement with consent of Awardee. All material deemed to be classified must be forwarded to the DOE, in a manner specified by DOE.

E. If DOE does not respond within the specified time periods, Awardee is under no further obligation to restrict access to the information.

Article 8.18: Environmental, Safety And Health (ES&H) Performance Of Work At DOE Facilities

With respect to the performance of any portion of the work under this agreement which is performed at a DOE-owned or controlled site, Awardee agrees to comply with all State and Federal ES&H regulations and with all other ES&H requirements of the operator of such site.

Prior to the performance on any work at a DOE-Owned or controlled site, Awardee shall contact the site facility manager for information on DOE and site-specific ES&H requirements.

Agreement Number: DE-XXXXXXXXX 7/2/2026

Awardee shall apply this term to its subawardees and contractors.

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 8.19: Prohibition On Personally Identifiable Information (PII)

Unless otherwise specified in the Milestones, the Awardee must not provide PII, either printed or electronic, to the U.S. Department of Energy within any deliverable, report or submittal under this agreement. Personally Identifiable Information (PII) is any information maintained by the Awardee about an individual, including but not limited to, education, financial transactions, medical history and criminal or employment history, and information that can be used to distinguish or trace an individual's identity, such as his/her name, social security number, date and place of birth, mother's maiden name, biometric data, etc., and including any other personal information that is linked or linkable to a specific individual. This requirement must be incorporated into any and all subcontracts or subagreements to the lowest tier.

Article 8.20: Technical Representative Authority

The DOE Technical Representative assigned to this agreement is not authorized to issue, and the Awardee is not required to follow, any technical advice that constitutes work which:

A. is not within the agreed work scope approved by the agreement;

B. in any manner causes an increase or decrease in the total estimated Project cost or in the time required for performance of the Project;

C. has the effect of changing any of the articles of the agreement;

D. unduly interferes with Awardee’s contractual negotiations or obligations with third-parties;

E. unduly interferes with Awardee’s health, safety, security, and environmental obligations whether provided by statute, ordinance or regulation ("law"), or Awardee corporate policy that is consistent with law; or

F. interferes with Awardee’s right to perform the project in accordance with the articles of the agreement.

Article 8.21: Administration By Non-Federal Personnel

Agreement Number: DE-XXXXXXXXX 7/2/2026

The Government may use non-Federal personnel to conduct agreement oversight and administrative activities. Non-Federal personnel used must sign conflict of interest and non-disclosure agreements prior to doing any of this kind of work regarding the agreement.

Article 8.22: Record Retention And Access To Records

A. The Awardee must keep records related to the RD&D work performed under this agreement for a period of three years after submission of the final report, except records for any real property or equipment acquired with project funds must be kept for three years after final disposition.

B. The DOE AO, the DOE Inspector General, and the Comptroller General of the United States, or any of their duly authorized representatives, shall have unrestricted access to any books, documents, papers, or other records of the Awardee and that are pertinent to the RD&D performed under this agreement in order to make audits.