Attachment 016 - MTC Sample Special License Agreement (SLA).docx

Attachment 016 – MTC - Sample SLA

[INSERT] ______

Army ______

SPECIAL LICENSE AGREEMENT

FOR

MOBILE TACTICAL CANNON

TECHNICAL DATA AND COMPUTER SOFTWARE

This Special License Agreement (“Agreement”) is between the U.S. Government, through the Army Contracting Command – Detroit Arsenal (hereinafter referred to as “GOVERNMENT”), and [INSERT] (“LICENSOR”) (collectively, the “Parties”). This Agreement will be executed by both LICENSOR and GOVERNMENT and is integrated into and made a part of Other Transaction Agreement No. W912CH-26-X-XXXX (the “OTA”).

WHEREAS, the GOVERNMENT is seeking specifically negotiated license rights in certain technical data, computer software, and computer software documentation to enable and facilitate its Mobile Tactical Cannon (MTC) mission; and

WHEREAS, LICENSOR submits this specially negotiated license agreement (SLA) with its proposal in response to the Request for Prototype Proposals (RPP) for MTC issued on [DATE]; and

WHEREAS, LICENSOR has developed Data relating to the MTC; and

WHEREAS, LICENSOR enters into this specially negotiated license agreement to grant the Government Specially Negotiated License Rights in such Data.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, promises and conditions set forth herein, LICENSOR and the Government hereby agree to the following:

ARTICLE 1- DEFINITIONS

1.1 “Data” means technical data (including computer software documentation) as defined under DFARS 252.227-7013(a) (AUG 2025) and computer software as defined under DFARS 252.227-7014(a) (AUG 2025), without regard to commerciality.

1.2 “Effective Date” means the date on which the last executing signature on this Agreement has been executed by a duly authorized official of LICENSOR or Government.

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

1.4 “Government Purpose Rights” (GPR) means the rights to –

(i) use, modify, reproduce, release, perform, display, or disclose Data within the Government without restrictions; and

(ii) release or disclose Data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display or disclose that Data for Government Purpose(s).

1.5 “Government Data” means Data the Government has developed independent from the OTA or the OTA’s Follow-on Award.

1.6 “Limited Rights” means those rights as defined under DFARS 252.227-7013(a) (AUG 2025).

1.7 “Restricted Rights” means those rights as defined under DFARS 252.227-7014(a) (AUG 2025).

1.8 “MTC” means the Mobile Tactical Cannon configuration(s) delivered under OTA W912CH-26-X-XXXX or the OTA’s Follow-On Award.

1.9 “MTC Data” means LICENSOR’S Data that is either embodied in the MTC or delivered under the OTA or the OTA’s Follow-on Award. MTC Data does not include the Government’s Data.

1.10 “OTA’s Follow-on Award” means the follow-on production contract or agreement to the OTA as authorized under 10 U.S.C. §4022(f).

1.11 “Specifically Negotiated License Rights” means those rights described in DFARS 252.227-7013(c)(4)(AUG 2025) and DFARS 252.227-7014(c)(4) (AUG 2025) and specifically defined in this Agreement.

1.12 “Unlimited Rights” means the rights to use, modify, reproduce, perform, display, release or disclose Data in whole or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.

ARTICLE 2 – LICENSE TERM

2.1 The term of this Agreement is effective upon the Effective Date and shall continue until terminated or revoked. The term(s) for specific license grants shall begin on the dates provided under Article 3.

ARTICLE 3 – GRANTS AND CONVENANTS

3.1 Option 1. Data for Modular System Interfaces (PPA Para 4.8.1).

Upon the Government’s exercise of Option 1, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.1.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.2 Option 2. Lightweight Computer-Aided Design (CAD) Model (PPA Para. 4.8.2).

Upon the Government’s exercise of Option 2, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.2.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified section of the PPA.]

3.3 Option 3. Technical Data Packages for Targeted Subsystems (PPA Para. 4.8.3 and subparagraphs).

Upon the Government’s exercise of Option 3, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.3.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified sections of the PPA.]

3.4 Option 4. Computer Software and Computer Software Documentation for Targeted Subsystems (PPA Para. 4.8.4 and subparagraphs).

Upon the Government’s exercise of Option 4, LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.4.

[LICENSOR: Enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here. The Government desires the rights requested in the identified sections of the PPA.]

3.5 Other Proposed Specifically Negotiated License Rights

LICENSOR agrees to deliver the Data ordered and agrees to grant, and does hereby grant, to the Government the license rights specified under this Article 3.5 in the corresponding Data identified in Attachment 004, Assertion of Restrictions.

[LICENSOR: If you are proposing specifically negotiated license rights to other Data deliverables (i.e., Data not associated with one of the Options above), enter your proposed specifically negotiated license rights (above Limited or Restricted rights) here.]

ARTICLE 4 - PROPERTY RIGHTS

4.1. All licensed intellectual property rights granted by LICENSOR under this Agreement are proprietary to LICENSOR and title thereto remains with it.

4.2. Information shall not be considered proprietary under this Agreement and GOVERNMENT shall not be required to protect such information:

a. that is legally in the possession of GOVERNMENT or GOVERNMENT’s recipients, or their employees or contractors, prior to their date of receipt hereunder and is not subject to restriction on disclosure or use;

b. that enters the public domain at any time through no fault of GOVERNMENT or GOVERNMENT’s recipients, or their employees or contractors; or

c. that is received from a third party operating without any limitations on disclosure or use, or without breach of this Agreement and without inducement of such party by GOVERNMENT or GOVERNMENT’s recipients to breach any agreement or obligation of confidentiality.

4.3 No rights are granted herein to Government Data. Any rights granted to use, modification, reproduction, release, perform, display or disclose Government Data or Government furnished equipment shall be stated expressly in writing.

ARTICLE 5 – REPRESENTATIONS AND WARRANTIES

5.1 LICENSOR represents and warrants, subject to the exceptions identified in Appendix A, that:

a. the Data or intellectual property information covered by the licenses granted herein does not, to LICENSOR’s knowledge, infringe any third-party rights;

b. the rights granted herein are not subject to any liens, encumbrances or third-party license rights inconsistent with this Agreement; and

c. LICENSOR has full and sufficient right, title and authority to grant the rights and/or license to the GOVERNMENT under this Agreement.

ARTICLE 6 - BREACH, LAPSE, AND TERMINATION

6.1 Breach by GOVERNMENT: If LICENSOR believes there has been a non-compliant disclosure of its proprietary data by the GOVERNMENT, LICENSOR shall serve notice of such disclosure to the GOVERNMENT. The GOVERNMENT shall promptly use its best efforts to remedy the violation within 90 days after such notice.

The Government shall not be considered in breach of this Agreement by releasing proprietary information to courts as a result of operation of law, regulation, or court order requiring that it be so disclosed, provided however that all reasonable steps are taken to restrict further disclosure of the affected information by said authorities or court and information so disclosed is not otherwise removed from these confidentiality obligations. The Government shall give advance written notice to LICENSOR prior to any release under this paragraph. Such notification will not prevent the Government from complying with the aforementioned direction or order of any governmental authority.

6.2 Breach by LICENSOR: LICENSOR agrees that its failure to perform with respect to the promises identified in the OTA or OTA’s Follow-on Award shall result in immediate delivery of the Data upon the GOVERNMENT’s notice to LICENSOR and LICENSOR’s failure to cure such breach within 60 days of the notice.

6.3 Dispute Procedures: Unless specifically provided herein any dispute regarding breach of this Agreement shall be controlled by the dispute clauses of the OTA.

6.4 Survival: The Provisions of Article 4, Article 5 and Article 6 shall survive termination of this Agreement.

ARTICLE 7 – PROTECTION OF DATA

7.1 Marking of Data

a. All LICENSOR’s Data subject to less than unlimited or unrestricted rights shall be marked with the following legend:

SPECIAL LICENSE RIGHTS

Agreement No.: __________________________________________________ Name of Party Asserting Restrictions: _______________________________ Address of Party: _________________________________________________ The Government’s rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Agreement No. __________and Special License Agreement dated _________. Any reproduction of technical data, computer software, or computer software documentation or portions thereof marked with this legend must also reproduce these data rights markings.

(End Marking)

b. In addition, all copies of materials containing MTC Data shall be marked with a distribution statement and export control warning text as required by the associated CDRL in the Agreement.

c. No other intellectual property markings (e.g., notices to third parties, etc.) are permitted.

ARTICLE 8 – MISCELLANEOUS

8.1 Waiver of Rights: The failure of either party hereto at any time to enforce any of the terms, provisions, or conditions of this Agreement shall not be construed as a waiver of the same or of the right of either party to enforce the same on any subsequent occasion.

8.2 Severability: If any provision of this Agreement shall be deemed unenforceable, it shall be deemed severed from the remainder of the Agreement, which shall otherwise remain in full force and effect.

ARTICLE 9 – POINTS OF CONTACT

For LICENSOR:

For U.S. ARMY:

THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS EACH OF WHICH WHEN EXECUTED AND DELIVERED SHALL CONSTITUTE A DUPLICATE ORIGINAL, BUT ALL COUNTERPARTS TOGETHER SHALL CONSTITUTE A SINGLE AGREEMENT.

IN WITNESS WHEREOF, THE PARTIES DO HEREBY ACCEPT AND EXECUTE THIS AGREEMENT.

For LICENSOR:

For U.S. GOVERNMENT:

Name (typed)

Name (typed)

Title:

Title:

Date:

Date:

APPENDIX A

(Reps and Warranty Exclusions)

Distribution Statement A. Approved for public release: distribution is unlimited.

PEO GSC OPSEC# OPSEC-2026-275

Approved for public release