ATTACH0003 MICC_CONSTRUCTION_OTA_TC_FORGE ver05122026.pdf

MICC OTA Terms and Conditions

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This agreement falls under Other Transaction Authority (OTA), not the Federal Acquisition Regulation (FAR). By incorporating the U.S. Government's terms and conditions directly into Section I, the terms and conditions become a core component of the agreement, eliminating the need for a separate attachment.

OTHER TRANSACTION FOR PRODUCTION AGREEMENT TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS AND ACRONYMS

ARTICLE 2: SCOPE OF THE AGREEMENT

ARTICLE 3: TERM OF THE AGREEMENT AND TERMINATION

ARTICLE 4: MANAGEMENT, ADMINISTRATION, AND MODIFICATION

ARTICLE 5: OBLIGATION AND PAYMENT

ARTICLE 6: DISPUTES

ARTICLE 7: CONFIDENTIAL INFORMATION

ARTICLE 8: DATA RIGHTS

ARTICLE 9: OPERATIONAL SECURITY

ARTICLE 10: GOVERNING LAW AND JURISDICTION

ARTICLE 11: TITLE AND DISPOSITION OF PROPERTY

ARTICLE 12: SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT

REPORTING

ARTICLE 13: STATUTORY AUTHORITY

ARTICLE 14: INDEMNITY

ARTICLE 15: ASSIGNMENT AND TRANSFER ARTICLE 16: FORCE MAJEURE

ARTICLE 17: ORDER OF PRECEDENCE

ARTICLE 18: PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

ARTICLE 19: DESIGN

ARTICLE 20: CONSTRUCTION

ARTICLE 21: BUY AMERICAN ACT

ARTICLE 22: MISCELLANEOUS

ARTICLE 23: AGREEMENT ADMINISTRATION AND POINTS OF CONTACTS

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ARTICLE 1: DEFINITIONS AND ACRONYMS

1.1. “Adequate security” means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

1.2 “Administrative Agreements Officer (AAO)” is the Army Contracting Activity warranted Agreements Officer delegated and authorized to act in an administrative capacity in addition to the AO.

1.3. “Agreement” or "OTA" refers to the Other Transaction Agreement, as authorized under 10 U.S.C. 2808a, between the Government and COMPANY this Agreement. OTA also refers to Other Transaction Authority. The term 'other transaction authority' means the authority provided under section 2808(a) of title 10, United States Code and any other code that uses such similar authorities.

1.4. “Agreements Officer (AO)” is the U.S. Army Mission & Installation Contracting Command (MICC) Activity warranted official authorized to sign the final agreement for the Government. Throughout the OTA, this individual may also be referred to as the Contracting Officer (KO).

1.5. “Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per project basis to monitor all technical and administrative aspects.

Throughout the OTA, this individual may also be referred to as the Contracting Officer Representative (COR).

1.6. “Commercial Computer Software” means software developed or regularly used for non-governmental purposes which -

a. Has been sold, leased, or licensed to the public;

b. Has been offered for sale, lease, or license to the public;

c. Has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this agreement; or

d. Satisfies a criterion expressed in paragraphs a, b, or c of this definition and would require only minor modification to meet the requirements of this agreement.

1.7. “Commercial Computer Software License” means the license terms under which Commercial Computer Software is sold or offered for sale, lease or license to the general public.

1.8 “COMPANY” or “Company” means any commercial business that is the other signatory to this agreement beyond the U.S. Government. This term includes but is not limited any business formed under United States of America state laws, informal entities such as sole proprietorships, partnering firms, Joint Ventures.

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1.9. “COMPANY attributional/proprietary information” means information that identifies the COMPANY(s), whether directly or indirectly, by the grouping of information that can be traced back to the COMPANY(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company.

1.10. “Compromise” means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

1.11. “Computer Data Base” as used in this Agreement, means a collection of data recorded in a form capable of being processed by a computer. The term does not include computer software.

1.12. “Computer program” as used in this Agreement means a set of instructions, rules, or routines in a form that is capable of causing a computer to perform a specific operation or series of operations.

1.13. “Computer software” as used in this Agreement means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated or recompiled. Computer software does not include computer databases or computer software documentation.

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

1.15. “Confidential Information” means information and materials of a Disclosing Party which are designated as confidential or as a Trade Secret in writing by such Disclosing Party, whether by letter or by use of an appropriate stamp or legend, prior to or at the same time any such information or materials are disclosed by such Disclosing Party to the Receiving Party. Notwithstanding the foregoing, materials and other information which are orally, visually, or electronically disclosed by a Disclosing Party, or are disclosed in writing without an appropriate letter, stamp, or legend, shall constitute Confidential Information or a Trade Secret if such Disclosing Party, within thirty calendar days after such disclosure, delivers to the Receiving Party a written document or documents describing the material or information and indicating that it is confidential or a Trade Secret, provided that any disclosure of information by the Receiving Party prior to receipt of such notice shall not constitute a breach by the Receiving Party of its obligations. “Confidential Information”

April 08, 2026 Page 4 of 89 includes any information, and materials considered a Trade Secret by the COMPANY on its own behalf or on behalf of their subcontractors or suppliers.

1.16. “Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority regarding acquisition functions. It also means elements or another agency designated by the director of a defense agency which has been delegated contracting authority through its agency charter.

1.17. “Covered COMPANY information system” means an unclassified information system that is owned, or operated by or for, a COMPANY and that processes, stores, or transmits covered defense information.

1.18. “Controlled Unclassified Information (CUI)” means unclassified information that requires safeguarding or dissemination controls, pursuant to and consistent with applicable law, regulations, and Government-wide policies. Instructions for the use, marking, dissemination, and storage of CUI can be found in DoD Instruction 5200.48, “Controlled Unclassified Information (CUI).”

1.19. “Cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

1.20. “Data” means recorded information, regardless of form or the media on which it may be recorded. The term includes technical data and computer software. The term does not include information incidental to agreement administration, such as financial, administrative, cost or pricing, or management information.

1.21. “Date of Completion” is the date on which all work is completed as identified in Design and Construction Schedule.

1.22. “Days” means calendar days unless otherwise stated.

1.23. “Developed” means that an item, component, or process exists and is workable.

Thus, the item or component must have been constructed or the process practiced.

Workability is generally established when the item, component, or process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testing is required to establish workability depends on the nature of the item, component, or process, and the state of the art. To be considered “developed,” the item, component, or process need not be at the stage where it could be offered for sale or sold on the commercial market, nor must the item, component, or process be actually reduced to practice within the meaning of Title 35 of the United States Code.

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1.24. “Development” means the systematic use of scientific and technical knowledge in the design, development, testing, or evaluation of a potential new product or service (or of an improvement in an existing product or service) to meet specific performance requirements or objectives. It includes the functions of design engineering, prototyping, and engineering testing.

1.25. “Disclosing Party” means COMPANY, or their subcontractors or suppliers, or the Government who discloses Confidential Information.

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

1.27. “Foreign Firm or Institution” means a firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government; and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

1.28. “Government” means the U.S. Government.

1.29. “Government Fiscal Year” means the period commencing on October 1 and ending September 30 of the following calendar year.

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

1.31. “Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

1.32. “Know-How” means all information including, but not limited to discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

1.33. “Malicious software” means computer software or firmware intended to perform an unauthorized process that will have adverse impact on the confidentiality, integrity, or

April 08, 2026 Page 6 of 89 availability of an information system. This definition includes a virus, worm, Trojan horse, or other code-based entity that infects a host, as well as spyware and some forms of adware.

1.34. “Media” means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered COMPANY information system.

1.35. “Percentage of Completion” means the proportion of the construction work that has been performed during the relevant billing period, measured against the total scope of work defined in the Technical Requirements and evaluated based on the standards of quality established under the Agreement. For the construction portion of the Agreement, the Government will make monthly progress payments as the work proceeds, based on percentage-of- completion estimates of work accomplished and accepted by the Agreements Officer Representative.

1.36. “Operationally critical support’’ means supplies or services designated by the Government as critical for airlift, sealift, intermodal transportation services, or logistical support that is essential to the mobilization, deployment, or sustainment of the Armed Forces in a contingency operation.

1.37. “Receiving Party” means COMPANY, or their subcontractors or suppliers, or the Government who receives Confidential Information disclosed by a Disclosing Party.

1.38. “Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.

1.39. “Termination for Convenience” means the exercise of the Government’s right to completely or partially terminate performance of work under a contract when it is in the Government’s interest.

1.40. “Termination for Default” means the exercise of the Government’s right to completely or partially terminate a contract in accordance with Section 3.4.

ACRONYMS

AE Architect-Engineering AMC Army Material Command AO Agreement Officer AOR Agreement Officer Representative ASA I&E Assistant Secretary of the Army for Installations, Energy and

Environment

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ASHRAE American Society of Heating, Refrigerating, and Air Conditioning Engineers

CAC

Common Access Card

CSAM Construction Scale Additive Manufacturing CSRP Central Shipping and Receiving Point CTC Combat Transaction Authority DFARS Defense Federal Acquisition Regulation Supplement DOD Department of Defense DOW Department of War DPW Directorate of Public Works FAR Federal Acquisition Regulation FORGE Facilities, Operations, Readiness, Growth and Experience

(FORGE)

FPR Follow-On Production Request IMCOM Installation Management Command JBLM Joint Base Lewis McChord JBSA Joint Base San Antonio JRTC Joint Readiness Training Center MICC Mission and Installation Contracting Command NACI National Agency Check with Inquiries NAICS North American Industry Classification System NFPA National Fire Protection Association NIPR Non-Classified Internet Protocol Router Network OTA Other Transaction Authority PCAS Post Construction Award Services PDF Portable Document File SDD Sustainable Design and Development TR Technical Requirements TSC Theater Support Center UFC Unified Facilities Criteria USG United States Government U.S.C. United States Code VCC Visitor Control Center

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ARTICLE 2: SCOPE OF THE AGREEMENT

2.1. Background

Other Transactions Agreement (OTA) is the term commonly used to refer to the 10 U.S.C. § 2808(a) authority to enter transactions other than contracts, grants or cooperative agreements. The Department of Defense (DoD) currently has authority to make awards that are directly relevant to enhancing the mission effectiveness of military personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by the DoD, or to improvement of platforms, systems, components, or materials in use by the armed forces. OTAs are acquisition instruments that are generally not subject to the Federal laws and regulations governing procurement (FAR based) contracts. As such, they are not required to comply with the Federal Acquisition Regulation (FAR), its supplements (e.g., Defense Acquisition Regulation (DFARS), Army Federal Acquisition Regulation (AFARS)) or laws that are limited in applicability to procurement contracts.

2.2. Scope

2.2.1. This Agreement is an Other Transaction Agreement pursuant to 10 U.S.C. § 2808(a).

The principal purpose of this Agreement is to design, construct, and repair per the technical requirements (TR)

2.2.2. COMPANY shall be responsible for performance of the work set forth in the TR, in this agreement, and any attached documents to the agreement. The COMPANY shall provide all documentation required in accordance with the requirements of the OT.

ARTICLE 3: TERM OF AGREEMENT AND TERMINATION

3.1. Term of this Agreement

The term of this agreement commences upon the effective date and continues as defined in the agreement. Provisions of this Agreement, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article.

3.2. Termination Provisions

Subject to a reasonable determination that the program, or a project funded under the program, will not produce beneficial results commensurate with the expenditure of resources, the Government may terminate performance of work under this Agreement for convenience, in whole or in part, if the AO determines that a termination is in the Government’s interest. The AO will terminate by delivering to the Company a Notice of Termination specifying the extent of termination and the effective date. After receipt of a

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Notice of Termination, and except as directed by the AO, the Company shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

(1) Stop work and direct its subcontractors/vendors/suppliers/partners to stop work as specified in the notice.

(2) Place no further orders for materials, services, or facilities, except as necessary to complete the continued portion of the Agreement.

(3) Terminate all orders to the extent they relate to the work terminated.

(4) Complete performance of any work not terminated, if applicable.

(5) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of the property related to this project that is in the possession of the Company and in which the Government has or may acquire an interest.

If the Government terminates, then the Government will pay COMPANY for all work and services rendered and performed up to date of the notice of termination plus reasonable demobilization costs actually incurred by the COMPANY and COMPANY’s reasonable cost(s) to break contractual obligations with subcontractors, subconsultants, suppliers, vendors and materialmen entered prior to COMPANY’s receipt of the notice of termination.

The COMPANY may request an Agreement termination by giving the Government a written notification, provided that such written notice is preceded by consultation between the Parties. The Company must provide a 30-day written notice to the Government.

Failure of the Parties to agree to terminate shall be resolved pursuant to Article 6, Disputes.

3.3. Extending the Term

The Parties may extend, by mutual written agreement, the term of this Agreement if opportunities within the scope set forth in the Agreement reasonably warrant. Any extension shall be formalized through modification of the Agreement by the AO and the COMPANY and in accordance with procedures outlined in Article 4.2.

The Government shall exercise due diligence, reasonable promptness, and good-faith cooperation in performing all obligations under this Agreement. This includes, without limitation, the timely provision of all Government- furnished information, materials, approvals, access, decisions, and direction required for Company to perform the Work.

The Government shall not delay, hinder, or otherwise interfere with the Company’s performance. Any failure by the Government to timely perform its obligations, or any Government-caused delay or disruption, may entitle Company to an equitable adjustment in schedule or other terms as necessary to account for the impact of such delay, which shall be modified in accordance with the procedures set forth in Article 4.2. The Government agrees to promptly address and resolve issues, dependencies, or approval requests submitted by Company to avoid material impacts to the Work.

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Company shall not be held responsible for performance delays, nonperformance, or cost impacts arising from the Government’s failure that directly impact the Company’s ability to meet its obligations under this Agreement.

3.4 Termination for Default

a. If the Company refuses or fails to prosecute the work for the reasons identified below, the Government may, by written notice to the Company outlining the failure and default, terminate the right to proceed with the work (or the separable part of the work), after providing the required notice and opportunity to cure as stated in Section 3.4(b), if the Company:

1. repeatedly refuses or fails to supply an architect, or enough properly skilled consultants, contractors, or workers or proper materials;

2. fails to make undisputed payment to the architect, consultants, or subcontractors for services, materials or labor in accordance with their respective agreements with the Company, provided Government has made such payments to Company and there is no dispute with the architect, consultant, or subcontractors related to their services, materials or labor;

3. repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or

4. is otherwise guilty of substantial breach of a provision of the agreement.

b. When any of the above reasons exist, the Government may, without prejudice to any other rights or remedies of the Government, and after giving the Company and the Company’s surety, if applicable, written notice, that Government intends to terminate unless the above issue(s) cited in the written notice is either cured, Company provides a plan to cure, or Company commences to be cure within 90 days of Company’s receipt of such written notice.

c. In this event, the Government may take over the work and complete it by agreement or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work.

ARTICLE 4: MANAGEMENT, ADMINISTRATION, AND MODIFICATION

4.1. Administration. Unless otherwise provided in this Agreement, changes to this Agreement may only be made by the AO. Administrative and contractual matters under this Agreement shall be referred to the representatives identified in Agreement Administration.

4.2. Modifications

4.2.1. Recommendations for modifications, including justifications to support any changes to the TR and terms of this agreement may originate with either a request from the COMPANY to the AOR and AO, or the Government through the AO. This documentation will

April 08, 2026 Page 11 of 89 detail the technical, chronological, and financial impact of the proposed modification to the program. The AO and the COMPANY shall approve any Agreement modification. The Government is not obligated to pay for additional or revised pay activities until the CLIN Schedule is formally revised and made part of this Agreement via modification signed by the AO, and the project schedule is updated to incorporate pay activity changes resulting from the modification. If the Agreements Officer designates an Agreements Officer Representative (AOR), the COMPANY will receive a copy of the written designation. It will specify the extent of the AOR's authority to act on behalf of the Agreements Officer.

4.2.2. The AO is responsible for the review and approval of any recommendations to modify the TR, or other proposed changes to the terms and conditions of this Agreement. If additional terms and conditions are required to be included to address work that may be required under this Agreement, they will be included by mutual written modification to this Agreement.

4.2.3. For minor or administrative Agreement modifications (e.g. changes in the paying office or appropriation data, changes to Government or the Company's personnel identified in the Agreement) no signature is required by the Company. Administrative modifications may be unilaterally executed by the AO provided that the COMPANY is notified of such modifications in writing (email accepted). All modifications except for administrative modifications shall be made by mutual written agreement of the parties.

4.2.4. The AO is responsible for initiating all modifications to this Agreement.

ARTICLE 5: OBLIGATION AND PAYMENT

5.1. Obligation

This Agreement is funded in accordance with the amount annotated in the SF 26 Section G (“Contract Administration Data”). In no case shall the Government's financial obligations exceed the amount obligated on the Agreement, or as may be adjusted by amendment, change order, or change directive to this Agreement. The Government is not obligated to reimburse the COMPANY for expenditures in excess of the amount of obligated by the Government. If a modification becomes necessary in performance of this Agreement, pursuant to Article 4.2, the AO and the COMPANY shall execute a revised CLIN Schedule and update the project schedule to reflect pay activity changes resulting from the modification.

5.2. Payments

5.2.1. The Parties agree that payments will be made in accordance with each completion of the agreed upon cost loaded schedule. These payments reflect the value received by the Government toward the accomplishment of the terms of this Agreement.

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5.2.2. The COMPANY shall document the accomplishments each month against the Project Schedule by submitting or otherwise providing the Progress Report required by the TR. After verification (written or otherwise) of the Progress Report by the AOR, the COMPANY shall submit invoices for processing according to the project payment schedule via the Procurement Integrated Enterprise Environment (PIEE), according to this agreement.

5.2.3. Limitation of Funds: In no case shall the Government's financial liability exceed the amount(s) obligated under this Agreement.

5.2.4. Payments will be made by the Defense Finance Accounting Service (DFAS) within 30 calendar days of an accepted invoice in PIEE. Refer to this agreement for further details on how to submit and process invoices through PIEE.

5.2.5. Payments shall be made in the amounts set forth in SF26 Section B, provided the AOR has verified the Progress Report.

5.2.6. The COMPANY shall maintain adequate records to account for all obligated funding under this Agreement.

5.2.7 Upon execution of the Agreement, the Government shall provide the Company with written payment information through AE Firm.

5.3. Financial Records and Reports:

5.3.1. The COMPANY shall maintain adequate records to account for Federal funds received under this Agreement and shall maintain adequate records to account for COMPANY Project Agreement funding provided under this Agreement.

ARTICLE 6: DISPUTES

6.1. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues pertaining to this Agreement under this article, with the objective of resolving any misunderstanding, disagreement, claims, or disputes by mutual agreement.

6.2. Dispute Resolution Procedures

6.2.1. Any disagreement, claim or dispute between the Government and the COMPANY concerning questions of fact or law arising from or in connection with this Agreement, and, April 08, 2026 Page 13 of 89 whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

6.2.2. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable, with the goal of settlement within three months of identification of the issue.

Every reasonable attempt will be made to resolve all issues at the AO's level. Alternative Dispute Resolution (ADR) procedures to include, but not limited to settlement negotiations, mediation and fact-finding, will be used to the maximum extent practicable.

Whenever the COMPANY submits, in writing, a claim or issue to the Government, the AO shall consider the claim or issue and, within 30 calendar days of receipt of the claim or issue in dispute, either:

a. Prepare and transmit a written decision to the COMPANY, which shall include the basis for the decision, and accordingly document the Agreement file or;

b. Notify the COMPANY of a specific date when the AO will render a decision if more time is needed for response. The notice will inform the COMPANY of the reason for delaying the decision.

6.2.3. In the event the COMPANY decides to appeal the decision, the AO shall make every effort to encourage the COMPANY to enter into ADR procedures with the AO. The ADR procedure applicable to this Agreement expressed in subparagraphs below:

a. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party through the cognizant AO in writing documenting the relevant facts, identifying unresolved issues, specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within ten working days after providing notice to the other Party, the aggrieved Party may, in writing, request a decision by the Senior Contracting Official (SCO), MICC. The other Party shall submit a written position on the matter(s) in dispute within 30 calendar days after being notified that a decision has been requested. The SCO will conduct a review of the matter(s) in dispute and render a decision in writing within 30 calendar days of receipt of such a position. Any such decision is final and binding, unless a Party shall, within 30 calendar days request further review as provided by this article. If requested within 30 calendar days of the decision by SCO, further review will be conducted by the President of the COMPANY and the MICC Senior Contracting Official (SCO) In the event of a decision, or in absence of a decision within 60 calendar days of referral to the President of the COMPANY and the MICC SCO (or such other period as agreed to by the parties), either party may pursue any right or remedy provided by law. Alternatively, the parties may agree to explore and establish an Alternate Disputes Resolution procedure to resolve this dispute.

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b. If the COMPANY chooses not to participate in the Dispute Resolution Procedure or does not accept the results of the Dispute Resolution Procedure, the COMPANY may bring a formal claim as authorized by 28 U.S.C. 1491, or other applicable statutes, and pursue any right and remedy in a court of competent jurisdiction. The Parties' attempt to resolve issues through settlement negotiations, mediation and fact-finding pursuant to this Article 6 shall be non-binding and without prejudice to either Party.

6.3. Limitation of Damages

a. No Party shall be liable to any other Party for consequential, punitive, special and incidental damages or other indirect damages, whether arising in the agreement (including warranty), tort (whether or not arising from the negligence of a Party) or otherwise, except to the extent such damages are caused by a Party's willful misconduct; Notwithstanding the foregoing, claims for contribution toward third-party injury, damage, or loss are not limited, waived, released, or disclaimed.

ARTICLE 7: CONFIDENTIAL INFORMATION

7.1. Exchange of Information

The Government may from time to time disclose Government Confidential Information to the COMPANY and its subcontractors or suppliers, in connection with a particular project, and the COMPANY and its subcontractors or suppliers, may from time to time disclose information that is Trade Secret or Confidential Information to the Government in connection with the OTA or performance thereunder. Neither the Government nor COMPANY or their subcontractors or suppliers shall be obligated to transfer Confidential Information or Trade Secrets independently developed by the Government or the COMPANY or their subcontractors or suppliers, absent an express written agreement between the Parties providing the terms and conditions for such disclosure.

7.2. Confidentiality and Authorized Disclosure

The Receiving Party agrees, to the extent permitted by law, that Confidential Information and Trade Secrets shall remain the property of the Disclosing Party (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential Information and Trade Secrets shall not be disclosed, divulged, or otherwise communicated by it to third parties or used by it for any purposes other than in connection with specified project efforts, except to the extent that such information must be communicated (a) to subcontractors, vendors, consultants, and other third parties in connection with the performance of this Agreement;

(b) as required by governmental agencies or otherwise required by law; (c) as required for financial, insurance or tax audits, subject to a confidentiality agreement with the auditor; or

(d) as may be authorized in writing by the party from whom that information originated;

April 08, 2026 Page 15 of 89 provided that the duty to protect such “Confidential Information” and “Trade Secrets” shall not extend to materials or information that:

1. Are received or become available without restriction to the Receiving Party under a proper, separate agreement,

2. Are not identified with a suitable notice or legend per Article entitled "Confidential Information" herein,

3. Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at the time of disclosure thereof as demonstrated by prior written records,

4. Are or later become part of the public domain through no fault of the Receiving Party,

5. Are received by the Receiving Party from a third party having no obligation of confidentiality to the Disclosing Party that made the disclosure,

6. Are developed independently by the Receiving Party without use of Confidential Information or Trade Secrets as evidenced by written records,

7. Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek a protective order or otherwise prevent disclosure of such information.

7.3. Return of Proprietary Information

Upon the request of COMPANY, the Government shall promptly return all copies and other tangible manifestations of the Confidential Information or Trade Secrets disclosed but may keep one copy for audit and business records purposes, provided such retained copies must be held in a secure, non-production, and non-active archival system and shall not be readily accessible by or used by the Government’s operational personnel. Upon request by the Government, COMPANY shall promptly return all copies and other tangible manifestations of the Confidential Information disclosed by the Government but may keep one copy for legal, regulatory and audit archival purposes provided such retained copies must be held in a secure, non-production, and non-active archival system and shall not be readily accessible by or used by the COMPANY’s operational personnel. As used in this section, tangible manifestations include human readable media as well as magnetic and digital storage media.

7.4. Term

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Except to the extent covered by and subject to other provisions of this Agreement, the obligations of the Receiving Party under this Article shall continue for a period of five years after the expiration or termination of this Agreement.

7.5. Subcontracts

The Government and the COMPANY shall flow down the requirements of this Article to their respective personnel, agents, partners, and team members receiving such Confidential Information or Trade Secrets under this OTA.

7.6. Non-Government Advisors

Non-Government, or contracted support, advisors may be used in the evaluation of Solution Briefs, Pitches, during Proposal development, proposal evaluations, and negotiations. Non-Government advisors and their employers will have signed non-disclosure agreements (NDAs) with the Government. Companies may engage specific NDAs directly with the non-government advisors or their corporate entities. Submission of an offer will constitute a grant of authority by the submitting company to the Government to allow the use of non-Government advisors to participate in evaluations of all phases of the procurement process. The non-government advisors may also play essential roles in agreement performance oversight along with U.S. Government employees.

The Government understands that information provided in response to this OTA is presented in confidence and may contain trade secret or commercial or financial information, and it agrees to protect such information from unauthorized disclosure to the maximum extent permitted or required by Law, to include:

a. 18 U.S.C. 1905 (Trade Secrets Act);

b. 18 U.S.C. 1831 et seq. (Economic Espionage Act);

c. 5 U.S.C. 552(b)(4) (Freedom of Information Act);

d. Executive Order 12600 (Pre-disclosure Notification Procedures for Confidential Commercial Information); and,

e. Any other statute, regulation, or requirement applicable to Government employees.

MICC policy is to treat all submissions as proprietary information, and to disclose their contents only as discussed herein. Restrictive notices notwithstanding, during the evaluation process, submissions may be handled by support contractors for administrative purposes and/or to assist with technical evaluation. All MICC and DoW support contractors performing this role are expressly prohibited from conflicts of interests with MICC-sponsored OTA projects and are bound by appropriate NDAs. If physical copies are required, submissions will not be returned. The original copy of each submission received will be retained at MICC and all other non-required copies destroyed. A certification of destruction may be requested, provided the formal request is received at this office within 5 calendar days after notification that a proposal was not selected.

April 08, 2026 Page 17 of 89

ARTICLE 8:

8.1. Allocation of Principal Rights

8.1.1. Data that will be delivered, furnished, or otherwise provided to the Government under this Agreement, in which the Government has previously obtained rights, shall be delivered, furnished, or provided with the pre- existing rights, unless (a) the parties have agreed otherwise, or (b) any restrictions on the Government’s rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.

8.1.2. Identification of Principal Rights:

8.1.3. Marking of Data: Any Data delivered under this Agreement shall be marked with the following legend:

“This data is being delivered as Commercial Computer Software or Technical Data, as defined in Agreement [INSERT AGREEMENT NUMBER]. Use, duplication, or disclosure is subject to the restrictions as stated in Agreement [INSERT AGREEMENT NUMBER] between the COMPANY and the Government.”

Companies shall provide Data Rights Assertions in a tabular format prescribed in DFARS 252.227-7017. However, in addition to the content and formatting requirements set forth in DFARS 252.227-7017, the Company’s Data Rights Assertions table shall list Data items that the Company intends to furnish to the Government with and without license restrictions.

Thus, the Data/Software Rights Assertions table may include technical data and software items that are provided to the Government with an “unlimited rights” license. Further, the Company shall comply with the restrictive marking requirements set forth in DFARS 252.227-7013(f) and DFARS 252.227-7014(f).

8.1.4. In the event that the COMPANY learns of a release to the Government of its unmarked Data that should have contained a restricted legend, the COMPANY will have the opportunity to cure such omission going forward by providing written notice to the AO within six months of the erroneous release.

8.2. Prior Technology

In the event it is necessary for the COMPANY to furnish the Government with Data which existed prior to, or was produced outside of this Agreement, and such Data embodies trade secrets or comprises commercial or financial information which is privileged or confidential, and such Data is so identified with a suitable notice or legend, the Data will be maintained in confidence and disclosed and used by the Government and such Government Contractors or contract employees that the Government may hire on a temporary or periodic basis only for the purpose of carrying out the Government’s

April 08, 2026 Page 18 of 89 responsibilities under this Agreement. Data protection will include proprietary markings and handling, and the signing of nondisclosure agreements by such Government Contractors or contract employees. The COMPANY shall not be obligated to provide Data that existed prior to or was developed outside of this Agreement to the Government. Upon completion of activities under this Agreement, such Data will be disposed of as requested by the COMPANY.

8.3. Oral and Visual Information

If information which the COMPANY considers to embody trade secrets or to comprise commercial or financial information which is privileged or confidential is expressly disclosed orally or visually directly to the Government, the exchange of such information must be memorialized in tangible, recorded form and marked with a suitable notice or legend, and furnished to the Government within 30 calendar days after such oral or visual disclosure, or the Government shall have no duty to limit or restrict, and shall not incur any liability for any disclosure and use of such information. If the Government reasonably determines that the memorialization of the exchange is insufficiently detailed to enable it to identify the privileged or confidential information, COMPANY shall provide additional detail at the Government’s request, subject to restrictions on use and disclosure.

8.4. Disclaimer of Liability

8.4.1. Notwithstanding the above, the Government shall not be restricted in, nor incur any liability for, the disclosure and use of:

a. Data not identified with a suitable notice or legend as set forth in this Article;

nor

b. Information contained in any Data for which disclosure and use is restricted, if such information is or becomes generally known without breach of the above, is properly known to the Government or is generated by the Government independent of carrying out responsibilities under this Agreement, is rightfully received from a third party without restriction, or is included in Data which the COMPANY has furnished, or is required to furnish to the Government without restriction on disclosure and use.

8.4.2. Notwithstanding Article 10.4.1.a., if the COMPANY cures the omission of the suitable notice or legend, the restrictions, and related liability for disclosure and use of such information shall apply after cure unless it is then unrestricted under Article 10.4.1.b.

8.5. Copyright

No copyrighted materials are expected to be developed under this Agreement. In the event copyrighted materials are developed under this Agreement, the COMPANY hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, fully paid-up license

April 08, 2026 Page 19 of 89 to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly any copyrighted materials developed (excluding Data) under this Agreement to which it owns the copyright, and to authorize others to do so.

Jointly Created Works: Ownership to copyrights for original works of authorship created jointly by a Government employee and a Company employee in the course of performance of work under this Agreement is vested in the Company. The Company grants to the Government a royalty-free, nonexclusive, irrevocable license in accordance with the Data Rights provisions of the FPR.

8.6. Lower Tier Agreements

The COMPANY shall include this Article, suitably modified to identify the parties, in all, subcontracts or lower tier agreements, regardless of tier, or experimental, developmental, or research work.

8.7 PATENTS

Relative to patents, the Companies agree to incorporate by reference the following FAR and DFARS clauses: FAR 52.227-1, FAR 52.227-2, FAR 52.227-3, DFARS 252.227-7038 (or FAR 52.227-11 and DFARS 252.227-7038, if Small Business or Nonprofit Organization). Relative to all of the FAR and DFARS clause references throughout this section, the term “contract” shall read “Agreement”, the term “contractor” shall read “Vendor”, and the term “Contracting Officer” shall read “Agreements Officer.”

8.8 JOINT SUBJECT INVENTIONS –

Title to a Subject Invention made jointly by a Government employee and a Company employee –shall be held jointly by the Government and the Company. The Company shall have the initial option to file a patent application on a joint subject invention at its own expense. If the Company declines to file or complete prosecution of a patent application, the Company waives co-ownership interest and agrees to assign its title to the joint subject invention to the Government.

8.9. Survival Rights

Provisions of this Article shall survive termination of this Agreement.

ARTICLE 9: OPERATIONAL SECURITY

9.1 This Section covers project requirements applicable to Antiterrorism and Operations Security.

9.2 Antiterrorism/Operations Security

April 08, 2026 Page 20 of 89

1. AT Level I Awareness training. This language is for company employees with an area of performance within an Army controlled installation, facility or area. All Company employees, including subcontractor employees, requiring access to Army installations, facilities and controlled access areas shall complete AT Level I Awareness training within 7 calendar days after agreement start date or effective date of incorporation of this requirement into the agreement, whichever is applicable. The contractor shall submit certificates of completion for each affected contractor employee and subcontractor employee, to the AOR or to the contracting officer, if an AOR is not assigned, within 5 calendar days after completion of training by all employees and subcontractor personnel. AT level I Awareness training is available at the following website: http://jko.jten.mil.

2. Access and general protection/security policy and procedures. This standard language is for Company employees with an area of performance within Army-controlled installation, facility, or area. Company and all associated sub-contractors employees shall provide all information required for background checks to meet installation access requirements to be accomplished by installation Provost Marshal Office, Director of Emergency Services or Security Office. Company workforce must comply with all personal identity verification requirements as directed by DoD, HQDA and/or local policy. In addition to the changes otherwise authorized, should the Force Protection Condition (FPCON) or Health Protection Condition (HPCON) at any individual facility or installation change, the Government may require changes in Company security matters or processes.

2a. For Companies requiring Common Access Card (CAC). Before CAC issuance, the Company employee requires, at a minimum, a favorably adjudicated National Agency Check with Inquiries (NACI) or an equivalent or higher investigation in accordance with Army Directive 2014-05. The Company employee will be issued a CAC only if duties involve one of the following:

(1) both physical access to a DoD facility and access, via logon, to DoD networks on-site or remotely;

(2) remote access, via logon, to a DoD network using DoD-approved remote access procedures; or

(3) physical access to multiple DoD facilities or multiple non-DoD federally controlled facilities on behalf of the DoD on a recurring basis for a period of 6 months or more. At the discretion of the sponsoring activity, an initial CAC may be issued based on a favorable review of the FBI fingerprint check and a successfully scheduled NACI at the Office of Personnel Management.

2b. For Companies that do not require CAC but require access to a DoD facility or installation. Company and all associated sub-contractors employees shall comply with adjudication standards and procedures using the National Crime Information Center Interstate Identification Index (NCIC-III) and Terrorist Screening Database http://jko.jten.mil/

April 08, 2026 Page 21 of 89

(Army Directive 2014-05/AR 190-13); applicable installation, facility and area commander installation/facility access and local security policies and procedures (provided by Government representative); or, at OCONUS locations, in accordance with status-of-forces agreements and other theater regulations.

3. Locally Developed iWATCH Army Training. The Company and all associated sub-contractors shall brief all employees on the local iWATCH Army program (training standards provided by the requiring activity ATO). This local developed training will be used to inform employees of the types of behavior to watch for and instruct employees to report suspicious activity to the AOR.