Biological Technologies

Accelerated Award Attestation Form.

Attachment G

Accelerated Award Option Election and Attestation Form

DARPA has recognized a benefit in getting awards under the Biological Technologies Office (BTO) Office-wide BAA executed as rapidly as possible, as these efforts often serve as valuable foundational “seedlings” for future BTO programs. Because earlier awards almost certainly would benefit proposers as well, proposers may select an Accelerated Award Option as part of their full proposal submissions for efforts that do not exceed $2,000,000. This would allow proposers to agree in advance to prescribed terms and conditions in exchange for DARPA’s commitment to award the contract, Other Transaction (OT) for Research agreement, Other Transaction (OT) for Prototypes agreement no later than 30 days after the proposer’s receipt of selection notification.

DARPA does not expect to enter into negotiations regarding the terms and conditions of the model OT or Procurement Contract and intends to provide the awardees with a simple agreement with consistent terms and conditions such that DARPA can ensure awards are made quickly, and selected proposers can begin work expeditiously.

Any proposer that is interested in this accelerated award option must provide the attestation below, to be completed and signed by an individual authorized to bind the organization. Should any of the stipulations below not be honored by a proposer or subawardee, DARPA will revoke its commitment to an accelerated award.

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> Download PDF file: HR001126S0003_Attachment_F_CUI_Guide.pdf

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Classified Submission Instructions.

# Classified Submission Instructions, Requirements, and Procedures (applicable to all Proposers)

Classified submissions (Executive Summary or Full Proposal) should NOT be submitted through DARPA's BAA Website (https://baa.darpa.mil) or Grants.gov. Proposers will likely still need to visit https://baa.darpa.mil to register their organization (or verify an existing registration) to ensure the BAA office can verify and finalize their submission – instructions for this process can be obtained by inquiry via the BAA Coordinator inbox BTOBAA2026@darpa.mil

Proposers submitting classified information must have, or be able to obtain prior to contract award, cognizant security agency approved facilities, information systems, and appropriately cleared/eligible personnel to perform at the classification level proposed. All proposer personnel performing Information Assurance (IA)/Cybersecurity related duties on classified Information Systems shall meet the requirements set forth in DoD Manual 8570.01-M (Information Assurance Workforce Improvement Program). Additional information on the subjects discussed in this section may be found at http://www.dcsa.mil.

Proposers choosing to submit classified information from other classified sources (i.e., sources other than DARPA) must ensure (1) they have permission from an authorized individual at the cognizant Government agency (e.g., Contracting Officer, Program Manager); (2) the proposal is marked in accordance with the source Security Classification Guide (SCG) from which the material is derived; and (3) the source SCG is submitted along with the proposal.

When submitting a hard copy of the classified portion according to the instructions outlined below, proposers should submit three (3) hard copies of the classified portion of their proposal and two (2) CD-ROMs containing the classified portion of the proposal as a single searchable Adobe PDF file. Please ensure that all CDs are well-marked. Each copy of the classified portion must be clearly labeled with #Announcement Number, proposer organization, proposal title (short title recommended), and “Copy _ of _.”

# Confidential, Secret, and Top Secret Information

Use transmission, classification, handling, and marking guidance provided by previously issued SCGs, the DoD Information Security Manual (DoDM 5200.01, Volumes 1 - 4), and the National Industrial Security Program Operating Manual, including the Supplement Revision 1 (DoD 5220.22-M and DoD 5200.22-M Sup. 1), when submitting Confidential, Secret, and/or Top Secret classified information.

# Confidential and Secret

Confidential and Secret classified information may be submitted via ONE of the two following methods to the mailing address listed in the BAA overview section under contact information:

• Hand-carried by an appropriately cleared and authorized courier to the DARPA Classified Document Registry (CDR). Prior to traveling, the courier shall contact the DARPA CDR at 703-526-4052 to coordinate arrival and delivery.

OR

• Mailed via U.S. Postal Service (USPS) Registered Mail or USPS Express Mail. All classified information will be enclosed in opaque inner and outer covers and double- wrapped. The inner envelope shall be sealed and plainly marked with the assigned classification and addresses of both sender and addressee. Senders should mail to the mailing address listed in the contact information herein.

The inner envelope shall be addressed to:

Defense Advanced Research Projects Agency ATTN: DARPA/BTO

Reference: – HR001126S0003

675 North Randolph Street Arlington, VA 22203-2114

The outer envelope shall be sealed with no identification as to the classification of its contents and addressed to:

Defense Advanced Research Projects Agency Security & Intelligence Directorate ATTN: CDR

675 North Randolph Street Arlington, VA 22203-2114

# Top Secret Information

Top Secret information must be hand-carried by an appropriately cleared and authorized courier to the DARPA CDR. Prior to traveling, the courier shall contact the DARPA CDR at 703-526- 4052 to coordinate arrival and delivery.

# Sensitive Compartmented Information (SCI)

SCI must be marked, managed and transmitted in accordance with DoDM 5105.21 Volumes 1 -

3. Unclassified questions regarding the transmission of SCI may be sent to the DARPA Technical Office Program Security Officer (PSO) via the BAA mailbox or by contacting the DARPA Special Security Officer (SSO) at 703-812-1970.

Successful proposers may be sponsored by DARPA for access to SCI. Sponsorship must be aligned to an existing DD Form 254 where SCI has been authorized. Questions regarding SCI sponsorship should be directed to the DARPA Personnel Security Office at 703-526-4543.

# Special Access Program (SAP) Information

SAP information must be marked in accordance with DoDM 5205.07 Volume 4 and transmitted by specifically approved methods which will be provided by the Technical Office PSO or their staff.

Proposers choosing to submit SAP information from an agency other than DARPA are required to provide the DARPA Technical Office PSO written permission from the source material’s cognizant Special Access Program Control Officer (SAPCO) or designated representative. For clarification regarding this process, contact the DARPA Technical Office PSO via the BAA mailbox or the DARPA SAPCO at 703-526-4102.

Additional SAP security requirements regarding facility accreditations, information security, personnel security, physical security, operations security, test security, classified transportation plans, and program protection planning may be specified in the DD Form 254.

NOTE: All proposals containing Special Access Program (SAP) information must be processed on a SAP information technology (SAP IT) system that has received an Approval-to-Operate (ATO) from the DARPA Technology Office PSO or other applicable DARPA SAP IT Authorizing Official. The SAP IT system ATO will be based upon the Risk Management Framework (RMF) process outlined in the Joint Special Access Program Implementation Guide (JSIG), current version (or successor document). (Note: A SAP IT system is any SAP IT system that requires an ATO. It can range from a single laptop/tablet up to a local and wide area networks.)

The Department of Defense mandates the use of a component’s SAP enterprise system unless a compelling reason exists to use a non-enterprise system. The DARPA Chief Information Officer (CIO) must approve any performer proposal to acquire, build, and operate a non-enterprise SAP IT system during the awarded period of performance. Use of the DARPA SAP enterprise system, SAVANNAH, does not require CIO approval.

SAP IT disposition procedures must be approved in accordance with the DoD CIO Memorandum of April 20, 2020.

# Submission Instructions for both Classified and Unclassified Submissions

For a proposal that includes both classified and unclassified information, the proposal may be separated into an unclassified portion and a classified portion. When a proposal includes a classified portion, and when able according to security guidelines, we ask that proposers send an unclassified e-mail to BTOBAA2026@darpa.mil as notification that there is a classified portion to the proposal.

The proposal should include as much information as possible in the unclassified portion and use the classified portion ONLY for classified information. The unclassified portion can be submitted through the DARPA BAA Website, per the instructions in “Unclassified Submission Instructions (Proposers Not Requesting Grants or Cooperative Agreements)” above. The classified portion must be provided separately, according to the instructions outlined in the ‘Classified Submission Instructions, Requirements, and Procedures’ section above.

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Cost Volume template.

HR001126S0003: Biological Technologies

Cost Proposal Instructions and Volume II Template – Delete This Page

The Cost Volume must address the full program (base + options) and must include all components described herein. No page limit is specified for the Cost Volume. Information incorporated into the Cost Volume which is not related to cost will not be considered.

Full proposals requesting a procurement contract or other transaction (OT) must also include Attachment C. Proposers requesting a Cooperative Agreement should not complete this form but must complete the SF 424 (R&R) form through Grants.gov (instructions here: Proposer Instructions: Grants/Cooperative Agreements).

All proposers must also use Attachment D (DARPA Cost Proposal Spreadsheet) regardless of requested award type.

All pages shall be formatted for printing on 8-1/2 by 11 inch paper with 1-inch margins and font size not smaller than 11 point. Font sizes of 8 or 10 point may be used for figures, tables, and charts. Submissions must be written in English. Spreadsheets must be included as separate files in the full proposal package.

The Government requires that proposers use the provided Attachment D: MS ExcelTM DARPA Streamlined Cost Proposal Spreadsheet in the development of their cost proposals. All tabs and tables in the cost proposal spreadsheet should be developed in an editable format with calculation formulas intact to allow traceability of the cost proposal. This cost proposal spreadsheet must be used by the prime organization and all subcontractors. In addition to using the cost proposal spreadsheet, the cost proposal still must include all other items required in this announcement that are not covered by the editable spreadsheet. Using the provided cost proposal spreadsheet will assist the Government in a rapid analysis of your proposed costs and, if your proposal is selected for award, speed up the negotiation and award execution process.

Costs must be traceable between the prime proposer and all subawardees/consultants, as well as between the cost volume and the SOW. This includes ensuring a consistent task structure across all proposal documents. For example, if the Statement of Work shows a task 1.1, then the cost proposal spreadsheet should show a task or a tab 1.1 and an explicit cost for that task. Cost information must be provided in sufficient detail to substantiate the proposed prices.

The prime proposer is responsible for the compilation and submission of all non-proprietary subawardee cost proposals. Proposal submissions will not be considered complete until the Government has received all subawardee cost proposals.

Proprietary subawardee cost proposals may be included as part of the Cost Volume or emailed separately by the subawardee to BTOBAA2026@darpa.mil. Email messages must include “Subawardee Cost Proposal” in the subject line and identify the principal investigator, prime proposer organization and proposal title in the body of the message.

COVER SHEET

[PRIME ORGANIZATION LOGO]

Table of Contents

Cost Summary 3

Cost Details 3

1. Direct Labor 3

2. Indirect Costs 3

3. Materials 3

4. Equipment Purchases 3

5. Travel 3

6. Other Direct Costs (ODCs) 4

7. Cost Sharing 4

8. Consultant Costs 4

9. Subawardee Costs 4

10. Rate Agreements 4

11. Requirements for proposers requesting a procurement contract 4

12. Requirements for proposers requesting an Other Transaction for Prototypes 5

# Cost Summary

[Provide the following cost summary information:

Cost Summary by Phase:

Provide total effort cost by phase (or by base effort and options) and by contractor fiscal year. Costs must be broken down by major cost items to include: labor costs, materials, travel, consultants, subawards, other direct charges (ODCs), indirect costs (overhead, fringe, general and administrative (G&A)), and any proposed fee for the project. Proposers are required to use Attachment F: MS ExcelTM DARPA Standard Cost Proposal Spreadsheet to provide the detailed cost summaries for each phase (or base effort and any proposed options) by contractor fiscal year.

# Cost Details

[Provide the cost details broken down by the following. Include supporting documentation describing the method used to estimate costs:

Phase

Contractor fiscal year

Month]

• Direct Labor

[Provide individual labor categories or persons, with associated labor hours and direct labor rates.]

• Indirect Costs

[Identify all indirect cost rates (Fringe Benefits, Overhead, G&A, Facilities Cost of Money, etc.) and the basis for each.]

• Materials

[Provide an itemized list of all proposed materials including quantities, unit prices, proposed vendors (if known), and the basis of estimate (e.g., quotes, prior purchases, catalog price lists, etc.). Any item that exceeds $5,000 must be supported with back-up documentation such as a copy of catalog price lists or quotes prior to purchase.]

• Equipment Purchases

[Provide an itemized list of all proposed equipment including quantities, unit prices, proposed vendors (if known), and the basis of estimate (e.g., quotes, prior purchases, catalog price lists, etc.). Any item that exceeds $5,000 must be supported with back-up documentation such as a copy of catalog price lists or quotes prior to purchase. Include any requests for Government-furnished equipment or information with cost estimates and delivery dates.]

• Travel

[Provide the purpose of the trip, number of trips, number of days per trip, departure and arrival destinations, number of people, etc.]

• Other Direct Costs (ODCs)

[Provide an itemized breakdown with costs. Backup documentation must be submitted to support proposed costs. An explanation of any estimating factors, including their derivation and application, must be provided.]

• Cost Sharing

[Provide the source, nature, and amount of any industry cost-sharing.]

• Consultant Costs

[Provide a copy of all consultants’ proposed SOWs as well as signed consultant agreements or other documents which verify the proposed loaded daily / hourly rate, hours and any other proposed consultant costs (e.g., travel).]

• Subawardee Costs

[For each proposed subawardee, provide the information requested above in Sections 1-7. All documentation must be prepared at the same level of detail as that required of the prime proposer.

Provide the following for all proposed subawardees, as applicable:

A copy of the proposed SOW as well as any documents which verify the proposed loaded daily / hourly rate, hours and any other proposed costs (e.g., travel).

Interdivisional work transfer agreements or evidence of similar arrangements.

A cost or price reasonableness analysis of proposed subawardee prices as defined in FAR 15.404-3. Such analysis shall indicate the extent to which the prime contractor has negotiated subcontract prices.]

• Rate Agreements

[Provide any available approved rate information or other documentation that may assist in expediting negotiations (e.g., Forward Pricing Rate Agreement, Department of Health and Human Services (DHHS) or Office of Naval Research (ONR) rate agreements).]

• Requirements for proposers requesting a procurement contract

Certified Cost or Pricing Data

Per FAR 15.403-4, certified cost or pricing data shall be required if the proposer is seeking a procurement contract award per the referenced threshold, unless the proposer requests and is granted an exception from the requirement to submit cost or pricing data. Certified cost or pricing data” are not required if the proposer proposes an award instrument other than a procurement contract (e.g., a grant, cooperative agreement, or other transaction.)

Small Business Subcontracting Plan

Pursuant to Section 8(d) of the Small Business Act (15 U.S.C. § 637(d)) and FAR 19.702(a)(1), each proposer who submits a contract proposal and includes subcontractors might be required to submit a subcontracting plan with their proposal. The plan format is outlined in FAR 19.704.

Approved Cost Accounting System Documentation

Proposers that do not have a Cost Accounting Standards (CAS) complaint accounting system considered adequate for determining accurate costs that are negotiating a cost- type procurement contract must complete an SF 1408. For more information on CAS compliance, see http://www.dcaa.mil. To facilitate this process, proposers should complete the SF 1408 found at http://www.gsa.gov/portal/forms/download/115778 and submit the completed form with the proposal.

• Requirements for proposers requesting an Other Transaction for Prototypes

[Provide the following information where applicable.

Proposers must indicate whether they qualify as a nontraditional Defense contractor, have teamed with a nontraditional Defense contractor, or are providing a one-third cost share for this effort. Provide information to support the claims.

Provide a detailed list of milestones including: description, completion criteria, due date, and payment/funding schedule (to include, if cost share is proposed, contractor and Government share amounts). Milestones must relate directly to accomplishment of technical metrics as defined in the solicitation and/or the proposal. While agreement type (fixed price or expenditure based) will be subject to negotiation, the use of fixed price milestones with a payment/funding schedule is preferred. Proprietary information must not be included as part of the milestones.]

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> Download PDF file: HR001126S0003.pdf

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> Download PDF file: HR001126S0003_Attachment_H_Accelerated_Baseline_Model_Contract_Large_Business.pdf

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> Download PDF file: HR001126S0003_Attachment_I_Accelerated_Baseline_Model_Contract_Small_Business.pdf

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Model Contract Addendum.

Baseline Model Contract Addendum

Additional Circumstance-Driven Clauses

The baseline model contracts (Large Business and Small Business) contain the clauses that can be expected for awards that are less than $2M. The clauses below represent supplemental clauses that can be expected to be included in awards meeting the applicable circumstances in the headers. (Note: the dollar threshold-based clauses are cumulative, meaning that contracts exceeding $5M also would include the clauses required for contracts exceeding $2M, etc.)

Contracts > $2M

52.215-23 Limitations on Pass-Through Charges

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data

52.215-12 Subcontractor Certified Cost or Pricing Data

52.215-15 Pension Adjustments and Asset Reversions

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions

52.215-19 Notification of Ownership Changes

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data – Modifications

52.230-2 Cost Accounting Standards (Large Businesses Only)

52.230-6 Administration of Cost Accounting Standards (Large Businesses Only)

252.215-7002 Cost Estimating System Requirements

252.242-7005 Contractor Business Systems (Large Businesses Only)

Contracts > $5M

252.225-7058 Postaward Disclosure of Employment of Individuals Who Work in the People's Republic of China

Contracts > $6M

52.203-13 Contractor Code of Business Ethics and Conduct

52.210-1 Market Research

252.203-7003 Agency Office of the Inspector General

252.203-7004 Display of Hotline Poster(s)

Contracts > $15M

252.225-7004 Report of Intended Performance Outside the United States and Canada—Submission after Award

Contracts Containing Options

52.217-9 Option to Extend the Term of the Contract

Contracts Involving Access to Classified Information

52.204-2 Security Requirements

52.227-10 Filing of Patent Applications—Classified Subject Matter

252.226-7003 Drug-Free Work Force

252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services

Contracts With Educational Institutions

52.209-14 Reserve Officer Training Corps and Military Recruitment on Campus

52.230-5 Cost Accounting Standards—Educational Institution

52.249-5 Termination for Convenience of the Government (Educational and Other Nonprofit Institutions)

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Model Cooperative Agreement V2

Cooperative Agreement No.: HR0011XX2XXXX

Purchase Requisition No.: HR0011XXXXXXXX

Effective Date: XX XXX XXXX

DARPA’s Assistance Listing Number: 12.910

DoDAAC: HR0011

Issued by: Defense Advanced Research Projects Agency (DARPA)

Contracts Management Office (CMO)

675 North Randolph Street

Arlington, VA 22203-2114

Attn: [Insert Grants Officer’s Name, Number, E-mail]

Recipient: [Insert Recipient’s Name]

[Insert Recipient’s Address]

Attn: [Insert Recipient POC’s Name, Number, E-mail]

Recipient Identification Numbers/Codes:

UEI: XXXXXXXX

CAGE: XXXXX

Recipient Indirect Cost Rate at the Start of Performance Period:

Rate: XX% On-Campus / XX% Off-Campus

Negotiating Agency: (e.g., Depart. of Health and Human Services (DHHS) or Office of Naval Research)

Period of Performance Summary:

Total Amount of Base and Unexercised Option: $XXX,XXX

IF APPLICABLE: Total Amount of Cost-Share: $XXX,XXX

IF APPLICABLE: Total Amount Inclusive of the Base, Unexercised Option, [and Cost-Share]: $XXX The approved budget includes committed XX% cost share. By accepting this cooperative agreement, the awardee has verified that the committed cost share included in the approved budget meets all the criteria as stated in §200.306(b). Awardee shall report on cost share expenditure in the final financial report.

Total Funds Obligated: $ XXX,XXX

Accounting and Appropriation Data:

Payment Office Information:

[Insert DFAS Office Name]

[Insert DFAS Office Address]

DoDAAC: XXXXX

[AWARD SUBJECT TO ELECTRONIC FUNDS TRANSFER (EFT) REQUIREMENT]

Authority: This Agreement is issued pursuant to the authority of 10 U.S.C. § 4001, as amended.

COOPERATIVE AGREEMENT SCHEDULE

1. Purpose: The purpose of this Agreement is to fund research supporting the Defense Advanced Research Projects Agency’s (DARPA’s) XXXX Program. This effort shall be carried out generally as set forth in Exhibit B, Research Description Document, dated XX XXX XXXX, and in the Recipient’s, proposal titled, “XXXXXX”, dated XX XXX XX [if applicable revised XX XXX XX], copies of which are in the possession of both parties.

2. Term: (a) The term of Phase 1- Base Period commences on the effective date, XX XXX XX, of the award and continues for X months after award through XXXX. (Include if Applicable otherwise remove next sentences regarding Option Phase) The term of the Phase 2 - Option Period for this Agreement commences on the effective date, XX XXX XX, of the award and continues for X (X) months after award through XXXX. The Government may require the performance of the option period. The Grants Officer may exercise the option by providing written notice to the Recipient prior to the end of the Cooperative Agreement period of performance.

(b) The Recipient shall make all requests for no-cost period of performance extensions, in writing, to the Grants Officer and Administrative Grants Officer, by no later than 30 days prior to the end of the current period of performance. The Administrative Grants Officer is delegated authority to grant such request, via modification to the Agreement, after receiving approval from the Grants Officer's Representative.

3. Terms and Conditions: This Agreement is subject to the terms and conditions set forth in the attached Exhibit A, entitled “DARPA ADDENDUM TO THE DOD R&D GENERAL TERMS AND CONDITIONS (INSERT DATE),” and to any special terms and conditions in this Cooperative Agreement Schedule.

4. Grants Officer’s Representative: The Grants Officer’s Representative (GOR) representing the Government under this Cooperative Agreement is:

[Insert GOR’s Name, Address, Number, E-mail, and DoDAAC]

The GOR Appointment Memo is provided as Exhibit C to this Agreement.

5. Miscellaneous Point of Contacts (POCs):

a) [Insert Program Manager’s Name] (Program Manager)

Defense Advanced Research Projects Agency

[Insert Technical Office e.g. Biological Technologies Office (BTO)]

675 N. Randolph Street, Arlington, VA 22203-2114

E-mail: Insert PM’s email address

b) [Insert Grants Officer’s Name] (Grants Officer)

Defense Advanced Research Projects Agency

Contracts Management Office (CMO)

675 N. Randolph Street, Arlington, VA 22203-2114

E-mail: Insert Grants Officer’s email address

c) DARPA Research Services

675 N. Randolph Street, Arlington, VA 22203-2114

Email: ResearchServices@darpa.mil

d) [Insert ADPM’s Name] (Assistant Director, Program Management (ADPM))

Defense Advanced Research Projects Agency

[Insert the name of the Tech Office]

675 N. Randolph Street, Arlington, VA 22203-2114

Email: Insert ADPM’s email address

6. Administrative Grants Office: The Administrative Grants Office (AGO) for this Cooperative Agreement can be contacted at this email address usn.pentagon.cnr-arlington-va.mbx.ONR-RegionalOffices@us.navy.mil

The DARPA General Delegation to ONR for Assistance Awards dated July 16, 2025 can be found at the bottom of this webpage: https://www.onr.navy.mil/work-with-us/manage-your-award/administration-lookup

Any report that is required to be delivered to an ONR Regional Office, PERFORMERS must be delivered to ONR electronically using the Delivery Schedule Manager (DSM) module of DoD’s Procurement Integrated Enterprise Environment (PIEE). Recipients should also use DSM to request award changes or send notifications/questions to ONR Regional Offices. Instructions on getting access to and using DSM are found at: https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm

• See the end of paragraph 5 in Exhibit A for instructions on using the Delivery Schedule Manager (DSM) module in DoD’s Procurement Integrated Enterprise Environment (PIEE) to communicate with and send reports to ONR Regional Offices, if they are assigned as the AGO https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm.

7. Principal Investigator: The Principal Investigator shall be responsible for this effort.

[Insert Principal Investigator’s Name, Address, Number, E-mail]

The Recipient agrees to notify the Grants Officer, GOR and AGO before changing the Principal Investigator.

8. Cooperative Agreement Funding: This Agreement is funded in the amount of $XXXXX. The Government’s obligation to make payments to the Recipient is limited to only those funds obligated by this Agreement or by modification to this Agreement.

The Recipient shall notify the Grants Officer and AGO in writing promptly whenever the total Agreement amount is expected to exceed the needs of the Recipient for the project period by more than 5% of the award. This notification shall not be required if an application for additional funding is submitted for a continuation award.

9. Payments: Payments will be made to the Recipient on a reimbursement basis and shall be made by electronic funds transfer in accordance with the account information provided to the System for Award Management (SAM). See paragraph 3 of Exhibit A for further payment-related requirements.

10. Substantial Involvement: Substantial involvement is expected between the U. S. Government and the Recipient when carrying out the activity contemplated in this Cooperative Agreement. It will include the U. S. Government's (a) sharing responsibility for the management, control, direction, or performance of the project, and (b) retaining the right to intervene in the conduct or performance of the project.

The substantial involvement will preliminarily include but is not limited to influencing the direction of the research when assessing the success of each of the approaches and supporting those deemed to have the greatest probability of meeting the XXXX program goals and will include the U.S. Government's direction of activities to develop the research protocols necessary to complete the work and the approval of analysis mechanisms.

11. List of Exhibits:

Exhibit A – DARPA Addendum to the DoD R&D General Terms and Conditions (Insert Date)

Exhibit B – Research Description Document (Insert Date) (Exhibit B will be finalized at time of award.)

Exhibit C – GOR Appointment Memo (Insert Date) (Exhibit C will be finalized at time of award.)

Exhibit D – Certifications for Agreement

Exhibit E – Property and Equipment (Applicable if over 10K) (Insert Date)

By signing this [Cooperative Agreement or Grant], the [insert Performer’s Name] also attests to the accuracy, completion and compliance of the Certifications of the Agreement, Exhibit D, Certifications for Agreement.

[Delete instructional/information texts for consideration and non-applicable items/optional items. If items are deleted/added, reminder to renumber items within your paragraphs and that your paragraph numbers match your table of contents.]

EXHIBIT A

Insert Date

DARPA ADDENDUM TO THE DOD R&D GENERAL TERMS AND CONDITIONS

This award is subject to the DoD Research and Development (R&D) General Terms and Conditions, which can be found at Grant Terms and Conditions | Office of Naval Research (navy.mil) https://www.onr.navy.mil/work-with-us/manage-your-award/manage-grant-award/grants-terms-conditions under the header “DoD Research and Development General Terms and Conditions,” the current version, dated XXXX, which is incorporated by reference herein. These DARPA Addendum to the DoD R&D General Terms and Conditions (referred to elsewhere simply as the “DARPA Addendum”) supplement the DoD Research and Development General Terms and Conditions and provide DARPA’s programmatic requirements. This document addresses agency-specific concerns in addition to the above referenced DoD terms and conditions. Award recipients are accountable for all applicable statutory and regulatory requirements that govern these awards, even if not specifically listed in this document or documents referenced herein.

ORDER OF PRECEDENCE

Any inconsistencies in the requirements of this award shall be resolved in the following order:

Federal statutes

Federal regulations not otherwise reference herein

Award-specific terms and conditions

General Terms and Conditions, which includes this Exhibit A and the DoD R&D General Terms and Conditions mentioned above.

In case of disagreement with any requirements of this award, the recipient shall contact the Grants Officer (GO) listed in the award document in order to resolve the issue. The recipient shall not assess any costs to the award or accept any payments until the issue is resolved.

TABLE OF CONTENTS

Research Responsibility

Amendment of Award

Payments

Prior Approvals

Report, Document Submissions and Delivery Schedule Manager (DSM)

Public Release or Dissemination of Information

Acknowledgment of Sponsorship

Intellectual Property Matters

Activities Abroad

Security

Research Involving Recombinant or Synthetic Nucleic Acid Molecules

Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements

University Student and Researcher Funding

Approved Budget

Pre-award Cost Authorization (if applicable, insert – if not delete)

Fundamental Research Risk-Based Security (if applicable, insert – if not delete)

Associate/Recipient Agreements (if applicable, insert – if not delete)

Government Furnished Material/Property/Equipment/Information (GFM)/GFP/GFE/GFI) (if applicable, insert – if not delete)

• Protection of Human Subjects (if applicable, insert - if not delete)

• Animal Welfare (if applicable insert - if not delete)

• Research Responsibility:

The recipient has full responsibility for the conduct of the research activity supported by this award, in accordance with the recipient’s proposal, and the terms and conditions specified in this award. Recipientss are encouraged to suggest or propose to discontinue or modify unpromising lines of investigation or to explore interesting leads which may appear during the development of the research. However, they must consult the Grants Officer’s Representative (GOR) before significantly deviating from the objectives or overall program of the research originally proposed.

The recipient shall immediately notify the GO of developments that have a significant impact on the award-supported activities. Also, notification shall be given in the case of problems, delays, or adverse conditions which materially impair the ability to meet the objectives of the award. This notification shall include a statement of the action taken or contemplated, and any assistance needed to resolve the situation.

Amendment of Award: The only method by which this award can be amended is by a formal, written amendment signed by either the GO or the Administrative Grants Officer (AGO). No other communications, whether oral or in writing, shall modify this award.

Payments:

Submitting Payments Through Wide Area Work Flow (WAWF): All payments shall be made by funds transfers to the bank account registered in the System for Award Management (SAM), https://www.sam.gov. The recipient agrees to maintain its registration in SAM, including information necessary to facilitate payment via Electronic Funds Transfer (EFT). Should a change in registry or other incident necessitate the payment to an account other than that maintained in SAM, it is the recipient’s responsibility to notify the AGO and obtain a modification to this award reflecting the change. The recipient should notify the AGO using DSM (see instructions at ONR_work-with-us_manage-your-award_DSM) https://www.onr.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm The Government shall not be held responsible for any misdirection or loss of payment which occurs as the result of a recipient’s failure to maintain correct/current EFT information within its SAM registration.

Any request for payments must be approved by the AGO at the Administrative Office designated in the award document.

Wide Area Work Flow (WAWF) has been designated as the Department of Defense standard for electronic invoicing and payment. Electronic submission of payment requests requires the recipient to register in WAWF and have the appropriate CAGE code activated. The recipient’s SAM Electronic Business Point of Contact (EBPOC) is responsible for activating the CAGE code in WAWF by calling 1-866-618-5988. Once the recipient’s CAGE Code is activated, the SAM EBPOC will self-register in WAWF and follow the instructions for a group administrator. The AGO will assist in this process as needed.

WAWF Training. The recipient should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil.

The recipient must use “grant voucher” document (the electronic equivalent of the SF-270) in WAWF when requesting payments for this award. If the recipient has experienced issues getting paid using this document, the recipient should contact the AGO to request written approval for use of the Non procurement Instrument (NPI) document. If permission to use the NPI is granted by the AGO, the recipient will need to attach a completed SF-270 form to the NPI document in WAWF. The following information in the table below must be used when submitting payment requests in WAWF for this agreement:

ROUTING DATA TABLE

See Instructions for filling out WAWF table: To be completed by GO.

Upon submission of a Voucher in WAWF, the grant voucher document needs to have the following in Boxes:

Provide this information only if cost sharing is required. Enter the total amount of cost share represented in the amount online. If you are not meeting the expected cost sharing, you must attach a brief explanation in the attachments tab.

For technical WAWF help, contact the WAWF helpdesk at 866-618-5988 or the DARPA invoice helpdesk at DARPAInvoices@darpa.mil.

Prior Approvals:

In addition to the prior approvals required by the DoD R&D general terms and conditions, prior written approval is required for the following actions:

The subaward, transfer, or contracting out of any work under this award, unless described in the recipient’s proposal and specifically approved and funded in the Award Schedule. The recipient’s request for approval shall include the following supporting data:

Basis for subaward selection;

Justification for lack of competition when competitive bids or offers are not obtained;

Basis for award cost or price, to include price or cost analysis performed by the recipient; and

Approval of the Grants Officer

• Report, Document Submissions and Delivery Schedule Manager (DSM)

Prior to selecting report types, verify with PM what reports are needed. Delete any report that are not needed from this list.

Reports and documents shall be furnished electronically as specified below:

Report Types.

Annual and Final Research Performance Progress Report (RPPR) (required for all active awards)

The following information is required to be included in every interim and final report:

Special Report(s) Anything other than the above annual and final RPPR report would be classified as a special report.

• Any report that is required to be delivered to an ONR Regional Office, PERFORMERS must be delivered to ONR electronically using the Delivery Schedule Manager (DSM) module of DoD’s Procurement Integrated Enterprise Environment (PIEE). Recipients should also use DSM to request award changes or send notifications/questions to ONR Regional Offices. Instructions on getting access to and using DSM are found at: https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm .

• Public Release or Dissemination of Information

USAGE TEXT: Confirm with PM and the performer if the work is fundamental. Then select the applicable option (Option 1, or 2) and delete the non-selected option.

• OPTION 1: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH WILL MEET THE DEFINITION OF FUNDAMENTAL RESEARCH, INCLUDE THE FOLLOWING LANGUAGE:

At this time, DARPA expects the work performed under this award to be fundamental research, and it is, therefore, not subject to publication restrictions. Papers resulting from unclassified contracted fundamental research are exempt from prepublication controls and requirements, pursuant to DoD Instruction 5230.27 (for current version, refer to https://www.esd.whs.mil/ directives/issuances/dodi/).

All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

Should the character of the research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

Press releases and other marketing and publicity materials are not considered to be results of research and therefore are always subject to the public release process that can be found here: http://www.darpa.mil/work-with-us/contract-management/public-release.

OPTION 2: WHEN DRAFTING AGREEMENTS WHERE IT IS ANTICIPATED THAT THE RESEARCH IS FUNDAMENTAL RESEARCH, WITH THE EXCEPTION OF THE WORK TO BE PERFORMED BY A TRADITIONAL SUB AWARDEE, INCLUDE THE FOLLOWING LANGUAGE:

a) With the exception of work being performed by sub awardee (Sub awardee name) as noted in sub paragraph d) below, DARPA expects the work performed under this award to be fundamental research, and it is, therefore, not subject to publication restrictions. Papers resulting from unclassified contracted fundamental research are exempt from prepublication controls and requirements, pursuant to DoD Instruction 5230.27 (for current version, refer to https://www.esd.whs.mil/ directives/issuances/dodi/).

b) All papers resulting from this award will include the following distribution statement:

“Approved for public release; distribution is unlimited.”

c) Should the character of the research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

d) At this time DARPA expects the work performed under this award by sub awardee (Sub awardee name) will NOT be fundamental research, and it is, therefore, subject to the following publication restrictions:

There shall be no dissemination or publication, except within and between the Recipient and any sub awardees, of information developed under this agreement or contained in the reports to be furnished pursuant to this agreement without prior written approval, which will be communicated to the Recipient by email through the DARPA Public Release Center at public_release_center@darpa.mil . All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Recipient. These restrictions must be flowed down to the sub awardees listed in paragraph (3) of this requirement. Any publications shall incorporate an Acknowledgement of Support and Disclaimer in accordance with paragraph 7) Acknowledgment of Sponsorship.

e) When submitting material for written approval for open publication as described in subparagraph (a) above, the Recipient must submit a request for public release request to the Public Release Center and include the following information: 1) Document Information: document title, document author, short plain-language description of technology discussed in the material (approx. 30 words), number of pages (or minutes of video) and document type (briefing, report, abstract, article, or paper); 2) Event Information: event type (conference, principle investigator meeting, article or paper), event date, desired date for DARPA's approval; 3) DARPA Sponsor: DARPA Program Manager, DARPA office, and agreement number; and 4) Recipient's Information: POC name, e-mail and phone. Allow four weeks for processing; due dates under four weeks require a justification. Unusual electronic file formats may require additional processing time. Requests can be sent either via e-mail to public_release_center@darpa.mil or via hard copy to 675 North Randolph Street, Arlington VA 22203-2114, telephone (571) 218-4235. Refer to http://www.darpa.mil/work-with-us/contract-management/public-release for information about DARPA's public release process.

f) Should the character of (Prime name) research change during award performance so that the research is no longer considered fundamental, the award will be modified to impose the restrictions on public release and dissemination of information that apply to those research efforts that are not considered fundamental research.

g) Press releases and other marketing and publicity materials are not considered to be results of research and therefore are always subject to the public release process that can be found here: http://www.darpa.mil/work-with-us/contract-management/public-release.

Acknowledgment of Sponsorship:

The recipient agrees that in the release of information relating to this award, such release shall include a statement to the effect that (1) the project or effort depicted was or is sponsored by the Defense Advanced Research Projects Agency under cooperative agreement HR0011-XX-2-XXXX, (2) the content of the information does not necessarily reflect the position or the policy of the Government, and (3) no official endorsement should be inferred.

For the purpose of this article, information includes news releases, articles, manuscripts, brochures, advertisements, still and motion pictures, speeches, trade association proceedings, symposia, etc.

Nothing in the foregoing shall affect compliance with the requirements of the clause entitled "Security."

Intellectual Property Matters: Questions regarding intellectual property matters should be referred to the Grants Officer. All disclosure of subject inventions shall be submitted using the i-Edison.gov reporting website, https://www.nist.gov/iedison. In addition, the recipient shall submit

DD Form 882, Report of Inventions and Subcontracts, for submission of a final summary invention reports. The final DD Form 882 shall be submitted to the AGO using DSM (see instructions at https://www.nre.navy.mil/work-with-us/manage-your-award/manage-grant-award#dsm) for proper disposition and forwarding to the Grants Officer/GOR.

Activities Abroad: The recipient shall assure that project activities carried on outside the United States are coordinated as necessary with appropriate Government authorities and that appropriate licenses, permits, or approvals are obtained prior to undertaking proposed activities. The awarding agency does not assume responsibility for recipient compliance with the laws and regulations of the country in which the activities are to be conducted.

Security: The recipient may not be granted access to classified information under this award. If security restrictions should happen to apply to certain aspects of the proposed research, the recipient will be so informed. In the event that the scientific work under this award may need classification or involve access to or storage of any classified data, the Government shall make its decision on the need to classify, or require such access or storage, within 30 days after receipt of written notice from the recipient. If the decision is affirmative, the Government shall invoke the clause in reference to the “Termination” proceedings in the DoD R&D general terms and conditions.

Research Involving Recombinant or Synthetic Nucleic Acid Molecules: Any recipient performing research involving recombinant DNA molecules and/or organisms and viruses containing recombinant DNA molecules agrees, by acceptance of this award, to comply with the National Institutes of Health “NIH Guidelines for Research Involving Recombinant or Synthetic Nucleic Acid Molecules,” April 15, 2016 (81 FR 22286) or such later revision of those guidelines as may be published in the Federal Register.

Prohibition on Awarding to Entities that Require Certain Internal Confidentiality Agreements:

The recipient shall not require employees, contractors, or subrecipients/subcontractors, seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting such employees or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information.

The recipient must notify its employees, contractors, or subrecipients/subcontractors that the prohibitions and restrictions of any internal confidentiality agreements inconsistent with paragraph (a) of this award provision are no longer in effect.

The prohibition in paragraph (a) of this award provision does not contravene requirements applicable to any form issued by a Federal department or agency governing the nondisclosure of classified information.

If the Government determines that the recipient is not in compliance with this award provision, it:

Will prohibit the recipient’s use of funds under this award, in accordance with Federal appropriations law; and

May pursue other remedies available for the recipient’s material failure to comply with award terms and conditions.

University Student and Researcher Funding:

In the event that DARPA should decide to end the substantive research activities of a DARPA program (due to termination or down select) before the conclusion of the negotiated period of performance of the assistance award, DARPA may continue to fund, for no more than two semesters (or equivalent), the documented costs to employ or sponsor Ph.D. students and/or post-doctoral researchers. Should such a circumstance arise, the following will take place:

The Government will provide appropriate notification to the University participant by the Agreements Office or through the prime recipient.

The University must make reasonable efforts to find alternative research or employment opportunities for these students and researchers.

Before any costs will be paid, the University must submit documentation describing their due diligence efforts in finding alternative arrangements that is certified by a University official.

In addition to this documentation, the affected students and researchers must submit statements of work describing what research activities they will pursue during the period of funding and the final deliverable they will submit when the funding is complete.

In determining these costs, DARPA will rely on information from the University's original proposal unless specific circumstances warrant requesting updated proposals. In no circumstances will this funding be provided when the program is ended because of suspected or actual fraud or negligence.

DARPA Down-Select Definition:

DARPA often structures programs in phases or options that include specific objectives and a designated period of performance. This may result in potentially issuing multiple awards to maximize the number of innovative approaches. This approach allows the Government to monitor progress and enables programmatic decision points based, at a minimum, against stated evaluation criteria, metrics, funding availability, and program goals and objectives. As a result, select recipientss may advance via award of a subsequent phase or through exercise of a planned option period.

• Approved Budget: Adjust chart according to your requirement (Options/Phases/Cost Elements, etc.)

Pre-award Cost Authorization: Applicable if GO specifically authorized pre-award costs/ if not applicable, delete paragraph. Pre-award costs incurred as of INSERT DATE are hereby authorized to be reimbursed to the recipient, as long as the pre-award costs are costs that would be allowable charges to the project or program under the terms and conditions of FMS Article III of the DoD R&D Terms and Conditions if they were incurred during the term of the Cooperative Agreement. The pre-award costs shall NOT exceed the total funding currently made available under the Agreement totaling $______.

• Fundamental Research Risk-Based Security: Applicable if Prime PI has a mitigation plan, if no mitigation plan, delete paragraph. The parties agree that the recipient shall fully consider DARPA’s Fundamental Research Risk-Based Security Assessment and proposed mitigations as outlined in DARPA’s letter and implement the risk mitigation commitment made under the recipient’s mitigation plan signed by INSERT PI NAME Principal Investigator on INSERT DATE. The aforementioned risk mitigation commitment fully implements DARPA’s recommended mitigation strategies and also includes the Principal Investigator’s commitment to comply with the risk mitigation strategies outlined in the aforementioned DARPA’s risk assessment letter. The recipient’s approved mitigation plan dated INSERT DATE is incorporated as Attachment (Insert Attachment Number) and made part of this Agreement.

• IF SUBAWARDEE PI has a mitigation plan, insert the below. Delete paragraph, if not applicable.

• The parties agree that the sub awardee (INSERT SUBAWARDEE) shall fully consider DARPA’s Fundamental Research Risk-Based Security assessment and proposed mitigations as outlined in DARPA’s letter and implement the risk mitigation commitment made under the sub awardee’s (INSERT SUBAWARDEE) mitigation plan signed by EPFL’s Principal Investigator on INSERT DATE. The aforementioned risk mitigation commitment fully implements DARPA’s recommended mitigation strategies and also includes the INSERT SUBAWARDEE Principal Investigator’s commitment to comply with the risk mitigation strategies outlined in the aforementioned DARPA’s Risk-Based Security Assessment risk assessment letter. The sub awardee’s (INSERT SUBAWARDEE) approved mitigation plan dated INSERT DATE is incorporated as Attachment (INSERT ATTACHMENT #) and made part of this Agreement.

• Associate/Recipient Agreements: Check if Associate Agreement language in BAA. ACAs are for the program performers to share information. Confirm with PM (PM must approve). If not applicable, delete paragraph.

(a) It is recognized that success of the DARPA INSERT TECH OFFICE & PROGRAM NAME research effort depends in part upon the open exchange of information between the various Associate Recipients involved in the effort. This clause is intended to ensure that there will be appropriate coordination and integration of work by the recipient to achieve complete compatibility and to prevent unnecessary duplication of effort. By executing this agreement, the recipient assumes the responsibilities of an Associate Recipient. For the purpose of this clause, the term Associate Recipient includes subsidiaries, affiliates, and organizations under the control of the recipient (e.g. sub awardees).

(b) Work under this agreement may involve access to proprietary or confidential data from an Associate Recipient. To the extent that such data is received by the recipient from any Associate Recipient for the performance of this agreement, the recipient hereby agrees that any proprietary information received shall remain the property of the Associate Recipient and shall be used solely for the purpose of the INSERT PROGRAM NAME research effort. Only that information which is received from another Associate Recipient in writing, and which is clearly identified as proprietary or confidential shall be protected in accordance with this clause. The obligation to retain such information in confidence will be satisfied if the Associate Recipient receiving such information utilizes the same controls as it employs to avoid disclosure, publication, or dissemination of its own proprietary information. The receiving Associate Recipient agrees to hold such information in confidence as provided herein so long as such information is of a proprietary/confidential or limited rights nature.

(c) The recipient hereby agrees to closely cooperate as an Associate Recipient with the other Associate Recipients on this research effort. This involves as a minimum:

(1) maintenance of a close liaison and working relationship;

(2) maintenance of a free and open information network with all Government-identified Associate Recipients;

(3) delineation of detailed interface responsibilities;

(4) entering into a written agreement with the other Associate Recipients setting forth the substance and procedures relating to the foregoing, and promptly providing the Agreements Officer with a copy of same; and,

(5) receipt of proprietary information from the Associate Recipient and transmittal of Recipient proprietary information to the Associate Recipients subject to any applicable proprietary information exchange agreements between Associate Recipients when, in either case, those actions are necessary for the performance of either.

(d) In the event that the recipient and the Associate Recipient are unable to agree upon any such interface matter of substance, or if the technical data identified is not provided as scheduled, the recipient shall promptly notify the DARPA Program Manager. The Government will determine the appropriate corrective action and will issue guidance to the affected recipient, or Associate Recipient.

(e) The recipient agrees to insert in all subcontracts which require access to

proprietary information belonging to the Associate Recipient, a clause which shall conform substantially to the language of this clause, including this paragraph (e).

(f) Associate Recipients for this research effort include:

• Federally owned and exempt property (Material/Property/Equipment/Information) If not applicable, delete paragraph.

The following federally owned property material is being provided for use in the performance of this cooperative agreement.

Protection of Human Subjects: If not applicable, delete paragraph.

(a) Definitions. As used in this clause—

(1) “Assurance of compliance” means a written assurance that an institution will comply with requirements of 32 CFR Part 219, as well as the terms of the assurance, which the Human Research Protection Official determines to be appropriate for the research supported by the Department of Defense (DoD) component (32 CFR 219.103).

(2) “Human Research Protection Official (HRPO)” means the individual designated by the head of the applicable DoD component and identified in the component’s Human Research Protection Management Plan as the official who is responsible for the oversight and execution of the requirements of this clause, although some DoD components may use a different title for this position.

(3) “Human subject” means a living individual about whom an investigator (whether professional or student) conducting research obtains data through intervention or interaction with the individual, or identifiable private information (32 CFR 219.102(f)). For example, this could include the use of human organs, tissue, and body fluids from individually identifiable living human subjects as well as graphic, written, or recorded information derived from individually identifiable living human subjects.

(4) “Institution” means any public or private entity or agency (32 CFR 219.102(b)).

(5) “Institutional Review Board (IRB)” means a board established for the purposes expressed in 32 CFR Part 219 (32 CFR 219.102(g)).

(6) “IRB approval” means the determination of the IRB that the research has been reviewed and may be conducted at an institution within the constraints set forth by the IRB and by other institutional and Federal requirements (32 CFR 219.102(h)).

(7) “Research” means a systematic investigation, including research, development, testing, and evaluation, designed to develop or contribute to generalizable knowledge. Activities that meet this definition constitute research for purposes of 32 CFR Part 219, whether or not they are conducted or supported under a program that is considered research for other purposes. For example, some demonstration and service programs may include research activities (32 CFR 219.102(d)).

(b) The Recipient shall oversee the execution of the research to ensure compliance with this clause. The Recipient shall comply fully with 32 CFR Part 219 and DoD Directive 3216.02, applicable DoD component policies, 10 U.S.C. 980, and, when applicable, Food and Drug Administration policies and regulations.

(c) The Recipient shall not commence performance of research involving human subjects that is covered under 32 CFR Part 219 or that meets exemption criteria under 32 CFR 219.101(b), or expend funding on such effort, until and unless the conditions of either the following paragraph (c)(1) or (c)(2) have been met:

The Recipient furnishes to the HRPO, with a copy to the Grants Officer, an assurance of compliance and IRB approval and receives notification from the Grants Officer that the HRPO has approved the assurance as appropriate for the research under the Statement of Work and also that the HRPO has reviewed the protocol and accepted the IRB approval for compliance with the DoD component policies. The Recipient may furnish evidence of an existing assurance of compliance for acceptance by the HRPO, if an appropriate assurance has been approved in connection with previous research. The Recipient shall notify the Grants Officer immediately of any suspensions or terminations of the assurance.

The Recipient furnishes to the HRPO, with a copy to the Grants Officer, a determination that the human research proposed meets exemption criteria in 32 CFR 219.101(b) and receives written notification from the Grants Officer that the exemption is determined acceptable. The determination shall include citation of the exemption category under 32 CFR 219.101(b) and a rationale statement. In the event of a disagreement regarding the Recipient’s furnished exemption determination, the HRPO retains final judgment on what research activities or classes of research are covered or are exempt under the agreement.

(d) DoD staff, consultants, and advisory groups may independently review and inspect the Recipient’s research and research procedures involving human subjects and based on such findings, DoD may prohibit research that presents unacceptable hazards or otherwise fails to comply with DoD procedures.

(e) Failure of the Recipient to comply with the requirements of this clause will result in the issuance of a stop-work order under Federal Acquisition Regulation clause 52.242-15 to immediately suspend, in whole or in part, work and further payment under this agreement, or will result in other issuance of suspension of work and further payment for as long as determined necessary at the discretion of the Grants Officer.

(f) The Recipient shall include the substance of this clause, including this paragraph (f), in all subcontracts that may include research involving human subjects in accordance with 32 CFR Part 219, DoD Directive 3216.02, and 10 U.S.C. 980, including research that meets exemption criteria under 32 CFR 219.101(b). This clause does not apply to subcontracts that involve only the use of cadaver materials.

• Animal Welfare: If not applicable, delete paragraph.

(a)(1) The Recipient shall register its research, development, test and evaluation or training facility with the Secretary of Agriculture in accordance with 7 U.S.C. 2136 and 9 CFR subpart C, and section 2.30, unless otherwise exempt from this requirement by meeting the conditions in 7 U.S.C 2136 and 9 CFR parts 1 through 4 for the duration of the activity. The Recipient shall have its proposed animal use approved in accordance with Department of Defense Instruction (DoDI) 3216.01, Use of Animals in DoD Programs, by a DoD Component Headquarters Oversight Office. The Recipient shall furnish evidence of such registration and approval to the Grants Officer before beginning work under this Agreement.

(2) The Recipient shall make its animals, and all premises, facilities, vehicles, equipment and records that support animal care available during business hours and at other times mutually agreeable to the Recipient and the United States Department of Agriculture Office of Animal and Plant Health Inspection Service (USDA/APHIS) representative, personnel representing the DoD component oversight offices, as well as the Grants Officer, to ascertain that the Recipient is compliant with 7 U.S.C. 2131-2159 and 9 CFR parts 1 through 4.

(b) The Recipient shall acquire animals in accordance with DoDI 3216.01, current at time of
award.

(c) The Recipient agrees that the care and use of animals will conform with the pertinent laws of the United States, regulations of the Department of Agriculture, and policies and procedures of the Department of Defense.

(d) The Grants Officer may immediately suspend, in whole or in part, work and further payments under this Agreement for failure to comply with the requirements of paragraphs (a) through (c) of this Article.

(1) The suspension will stay in effect until the Recipient complies with the requirements.

(2) Failure to complete corrective action within the time specified by the Grants Officer may result in termination of this Agreement and, if applicable, removal of the Recipient’s name from the approved vendor list for live animals used in medical training.

Exhibit B

RESEARCH DESCRIPTION DOCUMENT

Insert date

(Can be submitted as a separate attachment)

Exhibit C

GOR APPOINTMENT MEMORANDUM

[To be completed by the Government]

EXHIBIT D

CERTIFICATIONS FOR AGREEMENT NO. HR0011-XX-2-XXXX

Certification Regarding Debarment, Suspension, and Other Responsibility Matters – Primary Covered Transactions

(1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency;

(b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and

(d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default.

(2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.

Certification Regarding Drug-Free Workplace Requirements

Alternate I. (Awardees Other Than Individuals)

A. The awardee certifies that it will or will continue to provide a drug-free workplace by:

(a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the awardee’s workplace and specifying the actions that will be taken against employees for violation of such prohibition:

(b) Establishing an ongoing drug-free awareness program to inform employees about—

(1) The dangers of drug abuse in the workplace;

(2) The awardee’s policy of maintaining a drug-free workplace;

(3) Any available drug counseling, rehabilitation, and employee assistance programs; and

(4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace;

(c) Making it a requirement that each employee be engaged in the performance of the award be given a copy of the statement required by paragraph (a);

(d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the award, the employee will—

(1) Abide by the terms of the statement; and

(2) Notify the employer in writing of his or her conviction for a violation of a criminal drug statute occurring in the workplace no later than five calendar days after such conviction;

(e) Notifying the agency in writing, within ten calendar days after receiving notice under paragraph (d)(2) from an employee or otherwise receiving actual notice of such conviction. Employers of convicted employees must provide notice, including position title, to every award officer or other designee on whose award activity the convicted employee was working, unless the Federal agency has designated a central point for the receipt of such notices. Notice shall include the identification number(s) of each affected award;

(f) Taking one of the following actions, within 30 calendar days of receiving notice under paragraph (d)(2), with respect to any employee who is so convicted—

(1) Taking appropriate personnel action against such employee, up to and including termination, consistent with the requirements of the Rehabilitation Act of 1973, as amended; or

(2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;

(g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f).

B. The awardee may insert in the space provided below the site(s) for the performance of work done in connection with the specific award: Place of Performance:

[Street address] [City, County, State] [Zip Code]

Check □ if there are workplaces on file that are not identified here.

Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Representation by Corporations Regarding an Unpaid Delinquent Tax Liability or a Felony Conviction under any Federal Law

(a) In accordance with section 101(a) of the Continuing Appropriations Act, 2016 (Pub.L. 114-53) and any subsequent FY 2016 appropriations act that extends to FY 2016 funds the same restrictions as are contained in sections 744 and 745 of division E, title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), none of the funds made available by this or any other Act may be used to enter into a contract with any corporation that -—

(1) Has 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, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that this further action is not necessary to protect the interests of the Government; or

(2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

(b) The Offeror represents that –

(1) It is [ ] is not [ ] a corporation that has 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.

(2) It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.

REPRESENTATION REGARDING THE PROHIBITION ON USING FUNDS UNDER GRANTS AND COOPERATIVE AGREEEMTNS WITH ENTITIES THAT REQUIRE CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS

By submission of its proposal or application, the applicant represents that it does not require any of its employees, contractors, or subrecipients seeking to report fraud, waste, or abuse to sign or comply with internal confidentiality agreements or statements prohibiting or otherwise restricting those employees, contractors, or subrecipients from lawfully reporting that waste, fraud, abuse to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information. Note that: (1) the basis for this representation is a prohibition in section 743 of the Financial Services and General Government Appropriations Act, 2015 (Division E of the Consolidated and Further Continuing Appropriations Act, 2015, Pub.L. 113-235) and any successor provision of law on making funds available through grants and cooperative agreements to entities with certain internal confidentiality agreements or statements; and (2) section 743 states that it does 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.

EXHIBIT E:

PROPERTY/EQUIPMENT

Insert date

Below is a list of equipment in the approved budget that is proposed to be purchased by the Performer with an acquisition cost of greater than $10,000.

---

Model OT-P V3

DARPA has provided the model OT as an opportunity for proposer to suggest edits for consideration. The model OT is representative of the general terms and conditions that DARPA intends to include in any awards, however final terms and conditions will be specific to each award and will vary from the model provided here.

Proposers may suggest edits to the model OT for consideration by DARPA and provide a copy of the model OT with track changes as part of their proposal package. Proposed changes to the model OT will not be evaluated. Any changes suggested should be commensurate with the technical approach, milestones, and deliverables proposed. It is required that Proposers include comments providing rationale for any suggested edits of a non-administrative nature. Suggested edits may be rejected at DARPA’s discretion.

**DARPA will complete all sections in orange.

**Performer must track any requested OT Article changes and complete all blue sections of Agreement.

Other Transaction for Prototypes

BETWEEN

(INSERT PERFORMER NAME AND ADDRESS)

AND

THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

675 NORTH RANDOLPH STREET

ARLINGTON, VA 22203-2114

CONCERNING

(INSERT RESEARCH AND DEVELOPMENT TITLE)

Agreement No.: HR0011-XX-9-XXXX

Purchase Requisition No.: XXXXXXXXXXXXXX

Total Amount of the Agreement: $ XXXXXXXXXXXXXX

Funds Obligated: $ XXXXXXXXXXXXXX

Authority: 10 U.S.C. § 4022

Effective Date: MM/DD/YYYY

Period of Performance Summary: XX months (MM/DD/YYYY to MM/DD/YYYY)

Line(s) of Appropriation:

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and (INSERT PERFORMER NAME) pursuant to and under United States Federal law. Note that by signing this Agreement, (INSERT PERFORMER NAME) also attests to the accuracy and completion of the Certifications of the Agreement herein Attachment 7, Certifications for Agreement.

FOR (INSERT PERFORMER NAME) FOR THE GOVERNMENT

DEFENSE ADVANCED RESEARCH PROJECTS

AGENCY

(Signature) (Signature)

(Name, Title) (Date) (Name, Title) (Date)

TABLE OF CONTENTS

ARTICLES

ARTICLE 1 Scope of the Agreement

ARTICLE 2 Term

ARTICLE 3 Management of the Project

ARTICLE 4 Obligation and Payment

ARTICLE 5 Disputes

ARTICLE 6 Patent Rights

ARTICLE 7 Data Rights

ARTICLE 8 Foreign Access to Technology

ARTICLE 9 Title to and Disposition of Property

ARTICLE 10 Safeguarding Covered Defense Information and Cyber Incident Reporting

ARTICLE 11 Follow-On Production Contracts or Other Transactions

ARTICLE 12 Civil Rights Act

ARTICLE 13 Public Release or Dissemination of Information

ARTICLE 14 Order of Precedence

ARTICLE 15 Execution

ARTICLE 16 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

The following article will be included if the Agreements Officer determines it to be applicable:

ARTICLE 17 Nontraditional Defense Contractor or Nonprofit Research Institution Partner

ATTACHMENTS

ATTACHMENT 1 Task Description Document

ATTACHMENT 2 Schedule of Milestones and Payments

ATTACHMENT 3 Wide Area Work Flow (WAWF) Instructions

ATTACHMENT 4 Definitions

ATTACHMENT 5 Agreement Administration

ATTACHMENT 6 Agreements Officer’s Representative Appointment Memo

ATTACHMENT 7 Certifications for Agreement

ATTACHMENT 8 Property/Equipment

ATTACHMENT 9 Report Requirements

The following attachment will be included if the Agreements Officer determines Article 17 to be applicable:

ATTACHMENT 10 Performer Attestation

ARTICLE 1: SCOPE OF THE AGREEMENT

A. Background

The Program is set forth in Attachment 1, Task Description Document (TDD).

B. Scope

1. This Agreement is an Other Transaction pursuant to 10 U.S.C. § 4022. The principal purpose of this Agreement is to conduct a research and development program for the development of a (DESCRIBE PROTOTYPE). This research shall be carried out in accordance with Attachment 1, TDD.

2. The Performer shall be paid a fixed amount for each milestone accomplished in accordance with the Schedule of Milestones and Payments set forth in Attachment 2 and the procedures of Article 4.

C. Goals / Objectives

1. The goal(s) of this Agreement (INSERT THE GOALS OF THE AGREEMENT).

2. The Government will have continuous involvement with the Performer. The Government will obtain access to Program results and rights in patents and data pursuant to Articles 6 and 7. DARPA and the Performer are bound to each other by a duty of good faith in achieving the Program objectives.

ARTICLE 2: TERM

A. Term of this Agreement

The Program commences upon the effective date hereon and continues for (INSERT NUMBER OF MONTHS) months. 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.

B. Termination Provisions

The Government may terminate this Agreement by written notice to the Performer, provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. If the Performer decides to request termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article 7, Data Rights. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article 5, Disputes.

C. Extending the Term

The Parties may extend, by mutual written agreement, the term of this Agreement if research opportunities from the vision statement set forth in Article 1 reasonably warrant. Any extension shall be formalized through modification of the Agreement by the Agreements Officer (AO) and the Performer Administrator.

ARTICLE 3: MANAGEMENT OF THE PROJECT

A. Management and Program Structure

The Performer shall be responsible for the overall technical and program management, technical planning and execution of the Program. The DARPA Agreements Officer’s Representative (AOR), in consultation with the DARPA Program Manager (PM), shall provide recommendations to Program developments and technical collaboration and be responsible for the review and verification of the completed milestones.

B. Modifications

1. Recommendations for modifications, including justifications to support any changes to the Scope of Work, as described Attachment 1, TDD, and prospective completed milestones (Attachment 2) will be documented in a letter and submitted by the Performer to the DARPA AOR or the DARPA AO. This documentation will detail the technical, chronological, and financial impact of the proposed modification to the research program. The DARPA AO and the Performer shall approve any Agreement modification. The Government is not obligated to pay for additional or revised future milestones until the Schedule of Milestones and Payments (Attachment 2) is formally revised by the DARPA AO and made part of this Agreement.

2. The DARPA AOR shall be responsible for the review and verification of any recommendations to modify the SOW, prospective milestones, or other proposed changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g. incremental funding, changes in the paying office or appropriation data, changes to Government or the Performer’s personnel identified in the Agreement, etc.) no signature is required by the Performer.

4. The DARPA AO will be responsible for instituting all modifications to this Agreement.

ARTICLE 4: OBLIGATION AND PAYMENT

A. Obligation

1. The Government’s liability to make payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. DARPA may obligate funds to the Agreement incrementally.

2. If a modification becomes necessary in performance of this Agreement, pursuant to Article 3, Paragraph B, the DARPA AO and the Performer’s Administrator shall execute a revised Schedule of Milestones and Payments for prospective milestones.

B. Payments

1. The Parties agree that fixed payments will be made for the completion of milestones. These payments reflect value received by the Government toward the accomplishment of the research goals of this Agreement.

2. The Performer shall document the accomplishments of each completed milestone by submitting or otherwise providing the milestone report required by Attachment 9. To the maximum extent practicable, the DARPA AOR shall review the deliverable(s)/milestone report(s) and either: 1) provide a written notice of rejection to the Performer which includes feedback regarding deficiencies requiring correction, or 2) written notice of acceptance to the DARPA PM, AO, and Performer within fifteen (15) calendar days of receipt of deliverable(s)/milestone report(s). Upon written approval from the DARPA AOR, the Performer will submit their invoice through Wide Area Workflow (WAWF), as detailed below, as detailed in Attachment 3.

3. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

4. Payments will be made by the cognizant Defense Finance and Accounting Service office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. Attachment 3 details how to submit and process invoices through WAWF.

5. Payments shall be made in the amounts set forth in Attachment 2, provided the DARPA AOR has verified the completion of the milestones.

6. The Performer shall maintain adequate records to account for all funding under this Agreement. Upon completion or termination of this Agreement, whichever occurs earlier, the Performer shall furnish to the AO a copy of the Final Report required by Attachment 9.

ARTICLE 5: DISPUTES

A. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any disagreement, claim or dispute between DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

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. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under Subparagraph B.3 of this Article constitute the basis for relief under this Article unless the Director of DARPA in the interests of justice waives this requirement.

3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing, through the DARPA AO, of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the DARPA Senior Procurement Executive and a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level, appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The DARPA Senior Procurement Executive and the Performer’s appointed senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon written request to the Deputy Director of DARPA, made within thirty (30) calendar days of the expiration of the time for a decision under Subparagraph B.3 above, the dispute shall be further reviewed. The Deputy Director of DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive, no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY—This executive must be a higher level official than the Executive noted in Paragraph 3 above.) level, appointed by the Performer. Following the review, the Deputy Director of DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of DARPA funding disbursed as of the time the dispute arises. In no event shall DARPA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE 6: PATENT RIGHTS

A. Allocation of Principal Rights

1. Unless the Performer shall have notified DARPA, in accordance with Subparagraph B.2 below, that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each Subject Invention consistent with the provisions of this Article.

2. With respect to any Subject Invention in which the Performer retains title, DARPA shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or to have practiced on behalf of the United States, the Subject Invention throughout the world.

B. Invention Disclosure, Election of Title, and Filing of Patent Application

1. The Performer shall disclose each Subject Invention to DARPA within four (4) months after the inventor discloses it in writing to their company personnel responsible for patent matters. The disclosure to DARPA shall be in the form of a written report and shall identify the Agreement and circumstances under which the invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the Invention. The disclosure shall also identify any publication, sale, or public use of the Invention and whether a manuscript describing the invention has been submitted and/or accepted for publication at the time of disclosure.

2. If the Performer determines that it does not intend to retain title to any such Invention, the Performer shall notify DARPA, in writing, within eight (8) months of disclosure to DARPA. However, in any case where publication, sale, or public use has initiated the one-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DARPA to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.

3. The Performer shall file its initial patent application on a Subject Invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Performer may elect to file patent applications in additional countries, including the European Patent Office and the Patent Cooperation Treaty, within either ten (10) months of the corresponding initial patent application or six (6) months after the date permission is granted by the Commissioner for Patents to file foreign patent applications, where such filing had previously been prohibited by a Secrecy Order.

4. The Performer shall notify DARPA of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

5. Requests for extension of the time for disclosure election, and filing under this Article, may be granted at DARPA’s discretion after considering the circumstances of the Performer and the overall effect of the extension.

6. The Performer shall submit to DARPA annual listings of Subject Inventions. At the completion of the Agreement, the Performer shall submit a comprehensive listing of all Subject Inventions identified during the course of the Agreement and the current status of each.

C. Conditions When the Government May Obtain Title

Upon DARPA’s written request, the Performer shall convey title to any Subject Invention to DARPA under any of the following conditions:

1. If the Performer fails to disclose or elects not to retain title to the Subject Invention within the times specified in Paragraph B of this Article; however, DARPA may only request title within sixty (60) calendar days after learning of the failure of the Performer to disclose or elect within the specified times;

2. In those countries in which the Performer fails to file patent applications within the times specified in Paragraph B of this Article; however, if the Performer has filed a patent application in a country after the times specified in Paragraph B of this Article, but prior to its receipt of the written request by DARPA, the Performer shall continue to retain title in that country; or

3. In any country in which the Performer decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a Subject Invention.

D. Minimum Rights to the Performer and Protection of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention to which the Government obtains title, except if the Performer fails to disclose the Subject Invention within the times specified in Paragraph B of this Article. The Performer’s license extends to its domestic subsidiaries and affiliates, including Canada, if any, and includes the right to grant licenses of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded. The license is transferable only with the approval of DARPA, except when transferred to the successor of that part of the business to which the Subject Invention pertains. DARPA approval for license transfer shall not be unreasonably withheld.

2. The Performer’s domestic license may be revoked or modified by DARPA to the extent necessary to achieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 C.F.R. Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer has achieved practical application and continues to make the benefits of the Subject Invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of DARPA to the extent the Performer, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

3. Before revocation or modification of the license, DARPA shall furnish the Performer a written notice of its intention to revoke or modify the license, and the Performer shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

E. Action to Protect the Government’s Interest

1. The Performer agrees to execute or to have executed and promptly deliver to DARPA all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those Subject Inventions to which the Performer elects to retain title, and (ii) convey title to DARPA when requested under Paragraph C of this Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.

2. The Performer agrees to require by written agreement with its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Performer each Subject Invention made under this Agreement in order that the Performer can comply with the disclosure provisions of Paragraph B of this Article. The Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting Inventions in sufficient time to permit the filing of patent applications prior to United States or foreign statutory bars.

3. The Performer shall include, within the specification of any United States patent application and any patent issuing thereon covering a Subject Invention, the following statement:

This invention was made with Government support under Agreement No. HR0011-XX-9-XXXX, awarded by DARPA. The Government has certain rights in the invention.

F. Lower Tier Agreements

The Performer shall include this Article, suitably modified, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

G. Reporting on Utilization of Subject Inventions

1. The Performer agrees to submit, during the term of the Agreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization that are being made by the Performer or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Performer, and such other data and information as the agency may reasonably specify. The Performer also agrees to provide additional reports as may be requested by DARPA in connection with any march-in proceedings undertaken by DARPA in accordance with Paragraph I of this Article. DARPA agrees it shall not disclose such information to persons outside the Government without permission of the Performer, unless required by law.

2. All required reporting shall be accomplished, to the extent possible, using the i-Edison reporting website: https://www.nist.gov/iedison. To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the AO and Administrative Agreements Officer (AAO), if one is appointed.

H. Preference for American Industry

Notwithstanding any other provision of this clause, the Performer agrees that it shall not grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any product embodying the Subject Invention or produced through the use of the Subject Invention shall be manufactured substantially in the United States. However, in individual cases, the requirements for such an agreement may be waived by DARPA upon a showing by the Performer that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any Subject Invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a Subject Invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that:

1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the Subject Invention;

2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or

4. Such action is necessary because the agreement required by Paragraph H of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any Subject Invention in the United States is in breach of such Agreement.

ARTICLE 7: DATA RIGHTS

A. Allocation Of Principal Rights

The Parties agree that in consideration for Government funding, the Performer intends to reduce to practical application items, components and processes developed under this Agreement.

With respect to Data developed or generated under this Agreement related to the

(INSERT DELIVERABLE PROTOTYPE), the Government shall receive UNLIMITED RIGHTS.

With respect to Data delivered pursuant to Attachment 9 under the Agreement, the Government shall receive no less than UNLIMITED RIGHTS (see Attachment 4). Notwithstanding the provision in A.4, the performer agrees, with respect to data generated or developed under this Agreement, the Government may, within three (3) years after completion or termination of this Agreement, require delivery of data and receive no less than UNLIMITED RIGHTS (see Attachment 4).

March-In Rights

In the event the Government chooses to exercise its March-in Rights, as defined in Article 6, Paragraph I of this Agreement, the Performer agrees, upon written request from the Government, to deliver at no additional cost to the Government, all Data necessary to achieve practical application within sixty (60) calendar days from the date of the written request. The Government shall retain Unlimited Rights, as defined in Attachment 4 of this Agreement, to this delivered Data.

To facilitate any potential deliveries, the Performer agrees to retain and maintain in good condition until three (3) years after completion or termination of this Agreement, all Data necessary to achieve practical application of any Subject Invention as defined in Attachment 4.

B. Marking of Data

Pursuant to Paragraph A above, any Data delivered under this Agreement shall be marked with the following legend:

Use, duplication, or disclosure is subject to the restrictions as stated in Agreement HR0011-XX-9-XXXX between the Government and the Performer.

C. Lower Tier Agreements

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

ARTICLE 8: FOREIGN ACCESS TO TECHNOLOGY

This Article shall remain in effect during the term of the Agreement and for five (5) years thereafter.

A. General

The Parties agree that research findings and technology developments arising under this Agreement may constitute a significant enhancement to the national defense, and to the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended to change or supersede, the provisions of the International Traffic in Arms Regulations (22 C.F.R. Part 120, et seq.), National Industrial Security Program Operating Manual (NISPOM) (32 C.F.R. Part 117, et seq.), and the Department of Commerce’s Export Administration Regulations (15 C.F.R. Part 730, et seq.).

B. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions

1. In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in Subparagraphs B.2, B.3, and B.4 below shall apply to any transfer of Technology. For purposes of this Paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include:

Sales of products or components; or

Licenses of software or documentation related to sales of products or components; or

Transfer to foreign subsidiaries of the Performer for purposes related to this Agreement; or

Transfer which provides access to Technology to a Foreign Firm or Institution which is an approved source of supply or source for the conduct of research under this Agreement provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement.

2. The Performer shall provide timely notice to DARPA of any proposed transfers from the Performer of Technology developed under this Agreement to Foreign Firms or Institutions. If DARPA determines that the transfer may have adverse consequences to the national security interests of the United States, the Performer, its vendors, and DARPA shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer but which provide substantially equivalent benefits to the Performer.

3. In any event, the Performer shall provide written notice to the DARPA AOR and the DARPA AO of any proposed transfer to a Foreign Firm or Institution at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Performer’s written notification, the DARPA AO shall advise the Performer whether it consents to the proposed transfer. In cases where DARPA does not concur or sixty (60) calendar days after receipt and DARPA provides no decision, the Performer may utilize the procedures under Article 5, Disputes. No transfer shall take place until a decision is rendered.

4. In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approved by DARPA takes place, the Performer shall (a) refund to DARPA funds paid for the development of the Technology and (b) the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license to practice, or to have practiced on behalf of the United States, the Technology throughout the world for Government and any and all other purposes, particularly to effectuate the intent of this Agreement. Upon request of the Government, the Performer shall provide written confirmation of such licenses.

C. Lower Tier Agreements

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

ARTICLE 9: TITLE TO AND DISPOSITION OF PROPERTY (IF THE PERFORMER WILL BE ACQUIRING PROPERTY VALUED AT MORE THAN $10K, USE THE ALTERNATE CLAUSE)

A. Title to Property (USE THIS PARAGRAPH IF NO PROPERTY BEING ACQUIRED OVER $10,000, AND DELETE ATTACHMENT 8 FROM TABLE OF CONTENTS AND AGREEMENT.)

No significant items of property are expected to be acquired under this Agreement. Title to each item of property acquired under this Agreement with an acquisition value of $10,000 or less shall vest in the Performer upon acquisition with no further obligation of the Parties unless otherwise determined by the AO. Should any item of property with an acquisition value greater than $10,000 is required, the Performer shall obtain prior written approval of the AO. Title to this property shall also vest in the Performer upon acquisition. The Performer shall be responsible for the maintenance, repair, protection, and preservation of all property at its own expense. The performer’s deliverable prototype shall not be classified as property.

A. Title to Property (USE THIS PARAGRAPH IF THERE WILL BE PROPERTY ACQUIRED OVER $10,000, AND USE ATTACHMENT 8 IN TABLE OF CONTENTS AND AGREEMENT.)

Items of property with an acquisition value greater than $10,000 are expected to be acquired under this Agreement, and are listed in Attachment 8. Title to each item of property acquired under this Agreement with an acquisition value of $10,000 or less shall vest in the Performer upon acquisition with no further obligation of the Parties unless otherwise determined by the AO. Additional items of property with an acquisition value greater than $10,000 can only be obtained with prior written approval of the AO and modification of this Agreement. Title to this property shall also vest in the Performer upon acquisition. The Performer shall be responsible for the maintenance, repair, protection, and preservation of all property at its own expense. The performer’s deliverable prototype shall not be classified as property.

B. Disposition of Property

At the completion of the term of this Agreement, items of property with an acquisition value greater than $10,000 shall be disposed of in the following manner:

Purchased by the Performer at an agreed-upon price, the price to represent fair market value, with the proceeds of the sale being returned to DARPA; or

Transferred to a Government research facility with title and ownership being transferred to the Government; or

Donated to a mutually agreed University or technical learning center for research purposes; or

Any other DARPA-approved disposition procedure.

ARTICLE 10: SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

Background

Protection of Covered Defense Information (CDI), to include Controlled Unclassified Information (CUI) and Controlled Technical Information (CTI), is of paramount importance to DARPA and can directly impact the ability of DARPA to successfully conduct its mission. Therefore, this Article requires the performer to protect CDI that resides on the performer’s information systems. This Article also requires the performer to rapidly report any cyber incident involving CDI.

Safeguarding CDI

The performer shall implement the version of NIST Special Publication (SP) 800-171 in effect at the time the solicitation is issued or as authorized by the Agreements Officer for CUI and CTI that resides on the performer’s information systems. Consistent with NIST SP 800-171, implementation may be tailored to facilitate equivalent safeguarding measures used in the performer systems and organization. Any suspected loss or compromise of CDI that resides on the performer’s information systems shall be considered a cyber incident and require the performer to rapidly report the incident to DARPA in accordance with Paragraph C below.

Cyber Incident Reporting

Upon discovery of a cyber incident involving CUI or CTI, the performer shall take immediate steps to mitigate any further loss or compromise. The performer shall rapidly report the incident to DARPA and provide sufficient details of the event—including identification of detected and isolated malicious software—to enable DARPA to assess the situation and provide feedback to the performer regarding further reporting and potential mitigation actions. The performer shall preserve and protect images of all known affected information systems and all relevant monitoring/packet capture data for at least 90 days from reporting the cyber incident to enable DARPA to assess the cyber incident. The performer agrees to rapidly implement security measures as recommended by DARPA and to provide to DARPA any additionally requested information to help the Parties resolve the cyber incident and to prevent future cyber incidents.

Public Release

All information and data covered by this Article must be reviewed and approved by DARPA prior to any public release. The DARPA public release process is governed by DARPA Instruction 65. An online form is available to support those requests at: https://www.darpa.mil/work-with-us/contract-management/public-release

Lower Tier Agreements

The performer shall include this Article in all subcontracts or lower tier agreements, regardless of tier, for work performed in support of this Agreement.

Definitions

Compromise: 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.

Covered Contractor Information System: Unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information.

Covered Defense Information (CDI): Unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is (1) Marked or otherwise identified in the agreement, task order, or delivery order and provided to the performer by or on behalf of DoD in support of the performance of the agreement; or (2) Collected, developed, received, transmitted, used, or stored by or on behalf of the performer in support of the performance of the agreement.

Controlled Technical Information (CTI): Technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents.

Controlled Unclassified Information (CUI): 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).”

Cyber Incident: 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.

Information System: A discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Rapidly Report: Report to DARPA within 72 hours of discovery of any cyber incident.

ARTICLE 11: FOLLOW-ON PRODUCTION CONTRACTS OR OTHER TRANSACTIONS

In accordance with 10 U.S.C. § 4022(f), the Government may award a follow-on production contract or Other Transaction (OT) to the Performer, or a recognized successor in interest to the OT, following the successful completion of this entire Agreement, as modified.

ARTICLE 12: CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. § 2000d) relating to nondiscrimination in Federally assisted programs. The Performer has signed an Assurance of Compliance with the nondiscriminatory provisions of the Act.

ARTICLE 13: PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

Prohibition

There shall be no dissemination or publication, except within and between the Performer and any subcontractors, of information developed under this Agreement or contained in the reports to be furnished pursuant to this Agreement without prior written approval of the DARPA AOR or the DARPA PM. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Performer. Unclassified patent related documents are exempt from prepublication controls and this review requirement. There shall be no dissemination or publication, except within and between the Performer and any subcontractor(s), of information developed under this effort without first obtaining approval for public release from the DARPA Public Release Center. Papers prepared in response to academic requirements which are not intended for public release outside the academic institution are exempt from prepublication controls.

Public Release

The Performer shall submit all proposed public releases for review and approval as instructed at http://www.darpa.mil/work-with-us/contract-management/public-release. Public releases include press releases, specific publicity or advertisement, and publication or presentation, but exclude those relating to the open sourcing or licensing, sales or other commercial exploitation of products, services or technologies. In addition, articles for publication or presentation will contain a statement on the title page worded substantially as follows:

This research was, in part, funded by the U.S. Government. The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressed or implied, of the U.S. Government.

Press releases and other marketing and publicity materials are not considered to be results of research and therefore are always subject to the public release process that can be found here: http://www.darpa.mil/work-with-us/contract-management/public-release.

ARTICLE 14: ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of this Agreement, the language set forth in the Attachments, and the Performer’s proposal, the inconsistency shall be resolved by giving precedence in the following order: (1) The Agreement, (2) all Attachments to the Agreement, and (3) Performer’s proposal

ARTICLE 15: EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Performer and the DARPA AO. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

ARTICLE 16: PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

a) Definitions. As used in this Article —

Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet).

Covered foreign country means The People's Republic of China.

Covered telecommunications equipment or services means—

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Critical technology means—

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to Section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources.

Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit.

Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high.

Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service.

(b) Prohibition.

(1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Performer is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at Paragraph (c) of this Article applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104.

(2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at Paragraph (c) of this Article applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract.

(c) Exceptions. This Article does not prohibit contractors from providing—

(1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(d) Reporting requirement.

(1) In the event the Performer identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Performer is notified of such by a subcontractor at any tier or by any other source, the Performer shall report the information in Paragraph (d)(2) of this Article to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Performer shall report to the website at https://dibnet.dod.mil. For indefinite delivery contracts, the Performer shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil.

(2) The Performer shall report the following information pursuant to Paragraph (d)(1) of this Article:

(i) Within one (1) business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within ten (10) business days of submitting the information in Paragraph (d)(2)(i) of this Article: Any further available information about mitigation actions undertaken or recommended. In addition, the Performer shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Performer shall insert the substance of this Article, including this Paragraph (e) and excluding Paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items.

(End of article)

ARTICLE 17: NONTRADITIONAL DEFENSE CONTRACTOR OR NONPROFIT RESEARCH INSTITUTION PARTNER

The following article will be included if applicable:

⦁ The entity is a traditional or large business partnering with an NDC entity, or

⦁ The entity has not performed—nor is currently performing—any Department of Defense (DoD) contract or subcontract for at least one year prior to the solicitation of sources by the DoD.

The following article is not applicable if:

⦁ The performer is a non-traditional or NDC entity, such as a small business, university, nonprofit, or a business new to working with the government.

An NDC is defined as an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section.

Performer (Prime Contractor) represents that it is eligible for the award of this Agreement under 10 U.S.C. § 4022(d)(1)(A) because at least one nontraditional defense contractor or nonprofit research institution is participating to a significant extent in this Agreement (Partner):

ARTICLE 17, Table 1

Performer shall provide the information in Table 1 for each Partner participating in this Agreement.

Performer will perform in accordance with Article 17, Table 1 above and related teaming
arrangement with the identified Partner(s).

Performer shall obtain the Agreements Officer’s prior written approval before substituting for the identified Partner(s) above and/or making any changes to the extent of Partner participation. Performer shall submit an attestation to the Agreements Officer to demonstrate that the proposed change is comparable to the scope of work and deliverables identified in Article 17, Table 1.

Performer shall attest to the organization status of the proposed Partner (e.g., nontraditional defense contractor(s) or nonprofit research institution(s)) and provide a detailed description of the extent of their participation and how their effort is critical to the technical success of the Agreement. The attestation and description of participation shall be submitted in support of each Phase, as applicable, and are subject to Government review and approval under 10 U.S.C. § 4022(d)(1)(A).

Performer shall have a continuing obligation to meet 10 U.S.C. § 4022(d)(1)(A) throughout the Agreement’s term. The Performer will be considered not meeting 10 U.S.C. § 4022(d)(1)(A) if there is a change in the facts underlying the Performer’s representation above and:

Performer does not identify an equivalent nontraditional defense contractor or nonprofit research institution partner substitution; and

Performer does not identify an equivalent contribution change.

Performer may establish its continued eligibility for this Agreement by meeting 10 U.SC. § 4022(d)(1)(C). Any proposed cost sharing under 10 U.S.C. § 4022(d)(1)(C) shall not relieve the Performer of the obligations to comply with existing provisions of the Agreement, and the Performer’s cost sharing shall be at least one third of the total amount of the Agreement unless otherwise determined by the Government. The Performer and Government may bilaterally agree, in writing, to phase Performer’s cost share against the existing Schedule of Milestones.

Unless specifically provided otherwise, approval by the Agreements Officer of Performer’s attestation and description of participation regarding any Partner shall not constitute a determination-

of the acceptability of any subcontract terms or conditions between the Performer and Partner;

of the allowability of any cost under this Agreement; or to relieve the Performer of its

obligations for performing the work under this Agreement

ATTACHMENT 1:

TASK DESCRIPTION DOCUMENT

Task Description Document (TDD)

Helpful Notes: Describe key Tasks that will be completed during the program. Tasks have a start date and an end date. Please indicate dates using the convention of After Contract Award (ACA), where the end of the first month is considered “1 ACA”Each Task has a “Lead” organization responsible for that task; in some cases, but not always, there may be a “Support” organization that assists with the task.

Deliverables describe what is provided for DARPA (and all Deliverables have a due date. Milestones are checkpoints within a task that mark the completion of a phase or stage of the task, and all Milestones are defined by a date. If it is necessary to break a Task into Sub-Tasks, please feel free to do so. Furthermore, Sub-Tasks can be broken down into Sub-Sub-Tasks, and so on, so that an appropriate level of granularity is provided for how a project will be executed.

TDD example:

ATTACHMENT 2:

SCHEDULE OF MILESTONES AND PAYMENTS

NOTE: Please fill out Schedule of Milestones and Payment Excel Spread Sheet, information will be incorporated into award

Helpful notes for Milestones:

• Each milestone will mark the completion of a measurable event (i.e., completing a baseline execution plan, completing measurable events in the performance of the research and development of the technology, completing and submitting the final report, etc.).

• Deliverable narrative should provide description of what is being delivered, the word “Report” is not sufficient. “Status/Progress/Reports” cannot be milestones.

• The milestone description will show how the milestone will be demonstrably completed.

• Payments associated with each milestone must reflect the actual comprehensive costs to achieve milestone completion. (Note do not take total cost and divide by number of milestones)

• Although this is a R&D effort the amounts against each milestone should NOT be the same. consider what actually goes into the pricing of that particular milestone as each milestone should have its own cost. (If amounts remain the same, please clearly expand the deliverable description)

• The milestones need to be more definitive and consider what actually goes into the pricing of that particular milestone.

• The milestone description will show how the milestone will be demonstrably completed.

Three Milestone Examples:

• Kickoff Meeting presentation including project design, acquisition of equipment, and overall workflow leading to accomplishment of deliverables. Kickoff briefing package will include team organization, technical approach and research goals, expected results and schedule, and risk and mitigation strategies

• Kick-off meeting presentation with description of proposed effort to include the description of proposed concept, focus area and potential application domain; Justification of proposed approach based on preliminary analyses or modeling; Justification of the benefits of the proposed scheme in achieving beyond-XXX performance in the potential application domain; Description and preliminary analyses of the proposed concept metrics that will be achieved during the period of performance, and comparison of these metrics to the current XXX. All supporting positions identified in the proposal are assigned to personnel, and names are provided to the Government. Order materials and equipment.

• Design XXXX molecule candidate(s) and investigate simulated molecular conformation changes induced by the onset and offset of near infrared (NIR) light in the range of 750 nm to 900 nm, as well as simulated binding to target protein(s) of interest in the presence of NIR light. METRIC: XXXX candidates demonstrate molecular conformation change in the presence of NIR light in the range of XXX to XXX nm, and bind to target protein(s) of interest in the presence of NIR light in a simulated environment.

Two Exit Criteria Examples:

• Submit kickoff meeting charts and Initial Test Plan

• Submit Milestone report describing design approach and molecular structure(s) of XXXX and simulation results.

ATTACHMENT 3:

WIDE AREA WORK FLOW INSTRUCTIONS

Payments will be made by the Defense Finance and Accounting Service office, as indicated below, within thirty (30) calendar days of an accepted invoice in Wide Area Workflow (WAWF). WAWF is a secure web-based system for electronic invoicing, receipt and acceptance.  The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoD’s goal of moving to a paperless acquisition process.  Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents required to process the contracting or financial action.  It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-refutable proof that the user electronically signed the document with the contents.  Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating unmatched disbursements and making all documentation required for payment easily accessible.

The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated within the System for Award Management (SAM) at http://www.sam.gov and (ii) register to use WAWF at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step-by-step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the 2-in-1 format when processing invoices. The Performer shall maintain an active registration for “All Awards” in System for Award Management (SAM) throughout the life of the award. For WAWF Payment and Invoicing Support, email DARPAInvoices@darpa.mil or contact WAWF help desk at 866-618-5988 or email disa.global.servicedesk.mbx.eb-ticket-requests@mail.mil.

For the Issue By DoDAAC, enter HR0011, Extension 400

For the Admin DoDAAC, enter HR0011.

For the Service Acceptor AOR fields, enter (the Service Acceptor AOR DoDAAC).

Leave the Inspect by DoDAAC, Ship From Code DoDAAC, Service Approver, and LPO DoDAAC fields blank unless otherwise directed by the AO.

The following guidance is provided for invoicing processed under this Agreement through WAWF:

Acceptance within the WAWF system shall be performed by the AOR upon receipt of a confirmation email, or other form of transmittal, from the AOR or AO (choose one).

The Performer shall upload the AOR approval as an attachment upon submission of an invoice in WAWF.

Payments shall be made by DFAS-(INSERT APPROPRIATE DFAS OFFICE name and DoDAAC).

The Performer agrees, when entering invoices entered in WAWF to utilize the contracting line-item number (CLIN) and accounting classification reference number (ACRN) associated with each milestone as delineated at Attachment 2. The description of the CLIN shall include reference to the associated milestone number along with other necessary descriptive information. The Performer agrees that the Government may reject invoices not submitted in accordance with this provision.

Note for DFAS: The Agreement shall be entered into the DFAS system by CLIN – milestone association (MS)/ACRN as delineated at Attachment 2. The Agreement is to be paid out by CLIN (MS)/ACRN. Payments shall be made using the CLIN (MS)/ACRN association as delineated at Attachment 2.

f. Payee Information: As identified at SAM.

Cage Code: (ENTER CAGE CODE)

SAM UEI: (ENTER UEI)

TIN: (ENTER TIN)

ATTACHMENT 4:

DEFINITIONS

In this Agreement, the following definitions apply:

Agreement: The body of this Agreement and Attachments 1 – 9, which are expressly incorporated in and made a part of the Agreement.

Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, software, maskworks and trade secrets. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions, included in Article 7.

Foreign Firm or Institution: 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.

Government: The United States of America, as represented by DARPA.

Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only.

Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Know-How: 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.

Made: Relates to any invention means the conception or first actual reduction to practice of such invention.

Party: Includes the Government (represented by DARPA), or the Performer, or both.

Performer: NAME OF PERFORMER.

Practical application: To manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Program: Research and development being conducted by the Performer, as set forth in Article I.

Property: Any tangible personal property other than property actually consumed during the execution of work under this agreement. For purposes of this Agreement, "property" does not include the deliverable prototype which is the (INSERT DELIVERABLE).

Subject Invention: Any invention conceived or first actually reduced to practice in the performance of work under this Agreement.

Technology: Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

Unlimited Rights: Rights to use, duplicate, release, or disclose, Data, in whole or in part, in any manner and for any purposes whatsoever, and to have or permit others to do so.

ATTACHMENT 5:

AGREEMENT ADMINISTRATION

Below is a list of the Points of Contact for the Performer and DARPA. Each Party may change its representatives named below by written notification to the other party. The Government will affect the change following the procedures in Article III, Subparagraph B.3. of the main text of the Agreement.

A. Government Points of Contact:

Agreements Officer (AO):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

DARPA Program Manager (PM):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

Agreements Officer’s Representative (AOR):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

B. Performer’s Points of Contact

Administrative/Contracting:

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

Program Manager:

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

ATTACHMENT 6:

AGREEMENT OFFICER’S REPRESENTATIVE

(INSERT IMAGES OF AOR APPOINTMENT MEMO HERE.)

ATTACHMENT 7:

CERTIFICATIONS FOR AGREEMENT NO. HR0011XX9XXXX

The Performer’s signatory listed on page 1 of this Agreement certifies, to the best of his or her knowledge and belief, that this institution, organization, and its principals:

Pursuant to E.O. 12549 and implementing rule, are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency

Pursuant to the Anti-Drug Abuse Act of 1988, Pub. L. 100-690, will provide a drug-free workplace. The place of performance is:

(ENTER ADDRESS) (XXXX, XXXX, XXXX) (XXXXX)

(Street Address) (City, County, State) (Zip Code)

Are in compliance with the provisions of DoD Directive 5500.11 “Nondiscrimination in Federally Assisted Programs,” which implements Title VI of the Civil Rights Act of 1964.

The following certification applies only to actions exceeding $100,000.00:

Per 31 U.S.C. § 1352, “Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions.”

No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an Officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, cooperative agreement, or other transaction.

If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan, cooperative agreement, or other transaction, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, cooperative agreements, and other transactions) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when you transaction was made or entered into. Submission of this certification is a prerequisite for making or entering this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

Representation by corporations regarding an unpaid delinquent tax liability or a felony conviction under any Federal law.

In accordance with Section 101(a) of the Continuing Appropriations Act, 2016, Pub. L. 114-53, and any subsequent FY2016 appropriations act that extends to FY2016 funds the same restrictions as are contained in Sections 744 and 745 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), none of the funds made available by this or any other Act may be used to enter into a contract with any corporation that—

Has 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, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that is further action is not necessary to protect the interests of the Government; or

Was convicted of a felony criminal violation under any Federal law within the preceding twenty-four (24) months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

The Offeror represents that— (CHECK BOXES THAT APPLY)

It is [ ] is not [ ] a corporation that has 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 agreement with the authority responsible for collecting the tax liability.

It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding twenty-four (24) months.

ATTACHMENT 8:

PROPERTY/EQUIPMENT

Below is a list of property proposed to be purchased by the Performer with an acquisition value of greater than $10,000. Title to and Disposition of Property under this Agreement will be handled in accordance with the terms and conditions of Article 9.

ATTACHMENT 9:

REPORT REQUIREMENTS

This agreement will utilize the DARPA VAULT website for electronically uploading all required reports listed below and data deliverables in Attachment 2, Schedule of Milestones and Payments. It can be accessed at: https://vault.darpa.mil/.

New users must be registered prior to using the website. The registration process will be initiated by the DARPA help desk, who will email the performer’s contracting point of contact via email. Once registration has been completed, system related questions/issues can be addressed by referring to the Vault User’s Manual available on the website. Additional assistance can be obtained by contacting action@darpa.mil.

The Vault is an enterprise system that will provide a means for performers to more easily report contractually required technical and financial information. The system is a centralized location for DARPA staff and agents to access performer deliverables.

The Performer shall notify the DARPA Program Manager’s Business Financial Manager (BFM) in writing should a Vault POC need to be removed, or additional personnel added.

The Performer shall obtain distribution marking and CUI marking instructions from either the CUI Guide attached to this Agreement or from the DARPA Program Manager.

A. REPORTS

On or before thirty (30) calendar days after the effective date of the Agreement and thereafter throughout the term of the Agreement, the Performer shall submit or otherwise provide a report. One (1) copy shall be submitted or otherwise provided to the DARPA PM, one (1) copy shall be submitted or otherwise provided to the DARPA AO, one (1) copy shall be submitted or otherwise provided to DARPA AOR, and one (1) copy shall be digitally uploaded into the DARPA Vault tool. The report will have one (1) major section.

Monthly Technical Status Report. The technical status report will detail technical progress to date and report on all problems, technical issues, major developments, and the status of external collaborations during the reporting period. The first report is due within thirty (30) days of the program kickoff date and every thirty (30) days thereafter. This report should also include any patents or publications. These reports shall be in the format of a formal presentation (PPT or PDF) and include the following: (1) significant accomplishments/highlights (technical data should be presented in a polished format); (2) quantitative comparison of progress with metrics/milestones; (3) problems and proposed solutions; (4) accomplishments anticipated during the next reporting period; (5) publications relevant to the effort; (6) upcoming meetings and events; and (7) answers to any questions posed by the DARPA team during previous discussions.

B. DATA MANAGEMENT PLAN

(NOTE: This is a one-time submittal due NLT thirty (30) days after award)

A Data Management Plan (DMP) is required for science and technology programs consisting of basic research, applied research, and advanced technology development programs. DMP is a document that describes which data generated through the course of the proposed research will be shared and preserved and how it will be done. It may explain why data sharing or preservation is not possible or scientifically appropriate, or why the costs of sharing or preservation are incommensurate with the value of doing so. The DMP may be in the Performer’s format but shall conform at a minimum to the outline of Section 3.c of Enclosure 3 of Department of Defense Instruction (DoDI) 3200.12, “DoD Scientific and Technical Information Program (STIP).” DoDI 3200.12 is available at the Washington Headquarters Services, Executive Services Directorate website: https://www.esd.whs.mil/Portals/54/Documents/DD/issuances/dodi/320012p.pdf?ver=2018-12-17-130508-423.

The Performer shall submit an electronic copy of their DMP no later than thirty (30) calendar days after award of this Agreement to the DARPA AOR, DARPA PM, DARPA AO, and digitally uploaded to the DARPA Vault tool.

C. SPECIAL TECHNICAL REPORTS

As agreed to by the Performer and the DARPA AOR, the Performer shall submit special technical reports on significant events such as significant target accomplishments by the Performer, significant tests, experiments, or symposia.

Email submissions are encouraged and may be password protected if deemed necessary.

D. MILESTONE REPORTS

The Performer shall submit documentation describing the accomplishment of completed Attachment 2 payable milestones. This information shall be as required by Article 4, Subparagraph B.2 and shall be sufficient for the DARPA AOR to reasonably verify the accomplishment of the milestone in accordance with the TDD.

E. FINAL REPORT

(NOTE: The Final Report is included in the last payable milestone for the completed Agreement.)

The Performer shall submit or otherwise provide a Final Report making full disclosure of all major developments by the Performer upon completion of the Agreement or within sixty (60) calendar days of termination of this Agreement. One (1) copy shall be uploaded to the DARPA Vault; and one (1) copy shall be submitted or otherwise provided to:

The DARPA Closeout team at CMO_closeout@darpa.mil; and

The Defense Technical Information Center (DTIC), Attn: DTIC-BCS, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, VA 22060-0944. Information regarding submission to DTIC, including electronic submission, is provided at https://www.dtic.mil/dtic/submit/submit.html.

F. EXECUTIVE SUMMARY

The Performer shall submit a one-to-two-page executive-level summary of the major accomplishments of the Agreement and the benefits of using the other transactions authority pursuant to 10 U.S.C. § 4022 upon completion of the Agreement. This summary shall include a discussion of the actual or planned benefits of the technologies for both the military and commercial sectors.

G. PATENT AND INVENTION DISCLOSURE AND REPORTING

See Article 6.

For all reports/communications not submitted via I-Edison, email submission is encouraged and may be password protected if deemed necessary.

Note: The above data deliverables shall also be marked per Article 7, as applicable.

H. PROPERTY REPORT

See Article 9.

The Performer shall submit a report identifying all items of property procured with an acquisition value greater than $10,000 upon completion of the Agreement.

ATTACHMENT 10:

PERFORMER ATTESTATION

NOTE: Applicable if Agreement includes ARTICLE 17 Non-Traditional Defense Contractor (NTDC)

If Applicable provide Attestations (to include both qualifying information, and participation details)

---

Model OT-R V3

DARPA has provided the model OT as an opportunity for proposer to suggest edits for consideration. The model OT is representative of the general terms and conditions that DARPA intends to include in any awards, however final terms and conditions will be specific to each award and will vary from the model provided here.

Proposers may suggest edits to the model OT for consideration by DARPA and provide a copy of the model OT with track changes as part of their proposal package. Proposed changes to the model OT will not be evaluated. Any changes suggested should be commensurate with the technical approach, milestones, and deliverables proposed. It is required that Proposers include comments providing rationale for any suggested edits of a non-administrative nature. Suggested edits may be rejected at DARPA’s discretion.

**DARPA will complete all sections in orange

**Performer must track any requested OT Article changes and complete all blue sections of Agreement.

OTHER TRANSACTION FOR RESEARCH

BETWEEN

(INSERT PERFORMER NAME AND ADDRESS)

AND

THE DEFENSE ADVANCED RESEARCH PROJECTS AGENCY

675 NORTH RANDOLPH STREET

ARLINGTON, VA 22203-2114

CONCERNING

(INSERT RESEARCH AND DEVELOPMENT TITLE)

Agreement No.: HR0011-XX-3-XXXX

Purchase Requisition No.: XXXXXXXXXXXX

Total Amount of the Agreement: $ XXXXXXXXXXXX

Funds Obligated: $ XXXXXXXXXXXX

Authority: 10 U.S.C. § 4021

Effective Date: MM/DD/YYYY

Period of Performance Summary: XX months (MM/DD/YYYY to MM/DD/YYYY)

Line(s) of Appropriation:

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by The Defense Advanced Research Projects Agency (DARPA), and (INSERT PERFORMER NAME) pursuant to and under United States Federal law. Note that by signing this Agreement, (INSERT PERFORMER NAME) also attests to the accuracy and completion of the Certifications of the Agreement herein Attachment 8, Certifications for Agreement.

FOR (INSERT PERFORMER NAME) FOR THE GOVERNMENT

DEFENSE ADVANCED RESEARCH PROJECTS

AGENCY

(Signature) (Signature)

(Name, Title) (Date) (Name, Title) (Date)

TABLE OF CONTENTS

ARTICLES

ARTICLE 1 Scope of the Agreement

ARTICLE 2 Term

ARTICLE 3 Management of the Project

ARTICLE 4 Obligation and Payment

ARTICLE 5 Disputes

ARTICLE 6 Patent Rights

ARTICLE 7 Data Rights

ARTICLE 8 Foreign Access to Technology

ARTICLE 9 Title to and Disposition of Property

ARTICLE 10 Safeguarding Covered Defense Information and Cyber Incident Reporting

ARTICLE 11 Civil Rights Act

ARTICLE 12 Public Release or Dissemination of Information

ARTICLE 13 Order of Precedence

ARTICLE 14 Execution

ARTICLE 15 Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment

ATTACHMENTS

ATTACHMENT 1 Task Description Document (TDD)

ATTACHMENT 2 Report Requirements

ATTACHMENT 3 Schedule of Milestones and Payments

ATTACHMENT 4 Wide Area Work Flow (WAWF) Instructions

ATTACHMENT 5 Definitions

ATTACHMENT 6 Agreement Administration

ATTACHMENT 7 Agreements Officer’s Representative Appointment Memo

ATTACHMENT 8 Certifications for Agreement

ATTACHMENT 9 Property/Equipment

ARTICLE I: SCOPE OF THE AGREEMENT

A. Background

The program is set forth in Attachment 1, Task Description Document (TDD).

B. Scope

1. This Agreement is an “other transaction” pursuant to 10 U.S.C. § 4021. The principal purpose of this Agreement is to perform a coordinated research and development program (“Program”) designed to develop (INSERT RESEARCH AND DEVELOPMENT EFFORT). This research shall be carried out in accordance with Attachment 1, TDD. The Performer shall submit or otherwise provide all documentation required by Attachment 2, Report Requirements.

2. The Performer shall be paid a fixed amount for each milestone accomplished in accordance with the Schedule of Milestones and Payments set forth in Attachment 3 and the procedures of Article 4.

C. Goals / Objectives

1. The goal(s) of this Agreement is (INSERT GOALS OF THE AGREEMENT).

2. The Government will have continuous involvement with the Performer. The Government will obtain access to Program results and rights in patents and data pursuant to Articles 6 and 7. DARPA and the Performer are bound to each other by a duty of good faith in achieving the Program objectives.

ARTICLE 2: TERM

A. Term of this Agreement

The Program commences upon the date of the effective date hereon and continues for (INSERT NUMBER OF MONTHS) months. 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.

B. Termination Provisions

The Government may terminate this Agreement by written notice to the Performer, provided that such written notice is preceded by consultation between the Parties. The Performer may request Agreement termination by giving the Government sixty (60) days written notification of their intent to do so. If the Performer decides to request termination of this Agreement, the Government may, at its discretion, agree to terminate. The Government and the Performer should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement, the Government shall have paid-up rights in Data as described in Article 7, Data Rights. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article 5, Disputes.

C. Extending the Term

The Parties may extend, by mutual written agreement, the term of this Agreement if research opportunities from the vision statement set forth in Article 1 reasonably warrant. Any extension shall be formalized through modification of the Agreement by the Agreements Officer (“AO”) and the Performer Administrator.

ARTICLE 3: MANAGEMENT OF THE PROJECT

A. Management and Program Structure

The Performer shall be responsible for the overall technical and program management, technical planning and execution of the Program. The DARPA Agreements Officer’s Representative (“AOR”), in consultation with the DARPA Program Manager (“PM”), shall provide recommendations to Program developments and technical collaboration and be responsible for the review and verification of the completed milestones.

B. Program Management Planning Process

Program planning will consist of a Program Plan with inputs and review from the Performer and DARPA management, containing the detailed schedule of research activities and milestones. The Performer will follow the program plan that is contained in the Schedule of Milestones and Payments (Attachment 3), the Task Description Document (TDD) (Attachment 1), and the Reports Requirements (Attachment 2).

The Program Plan provides a detailed schedule of research activities, commits the Performer to use its best efforts to meet specific performance objectives, includes forecasted expenditures and describes the milestones. Recommendations for changes, revisions or modifications to the Agreement shall be made in accordance with the provisions of Article 3, Paragraph C.

C. Modifications

1. Recommendations for modifications, including justifications to support any changes to the Scope of Work, as described in Attachment 1 TDD, and Attachment 3 Schedule of Milestones and Payments will be documented and submitted by the Performer to the DARPA AOR/PM with a copy to the DARPA AO. This documentation letter will detail the technical, chronological, and financial impact of the proposed modification to the research program. DARPA and the Performer shall approve any Agreement modification. The Government is not obligated to pay for additional or revised future milestones until the Schedule of Milestones and Payments (Attachment 3) is formally revised by the DARPA AO and made part of this Agreement.

2. The DARPA AOR/PM shall be responsible for the review and verification of any recommendations to modify the SOW, prospective milestones, or other proposed changes to the terms and conditions of this Agreement.

3. For minor or administrative Agreement modifications (e.g. incremental funding, changes in the paying office or appropriation data, changes to Government or the Performer’s personnel identified in the Agreement, etc.) no signature is required by the Performer.

4. The Government will be responsible for effecting all modifications to this Agreement.

ARTICLE 4: OBLIGATION AND PAYMENT

A. Obligation

1. The Government’s liability to make payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. DARPA may obligate funds to the Agreement incrementally.

2. If modification becomes necessary in performance of this Agreement, pursuant to Article 3, Paragraph B, the DARPA AO and the Performer’s Administrator shall execute a revised Schedule of Milestones and Payments for prospective milestones.

B. Payments

1. The Parties agree that fixed payments will be made for the completion of milestones. These payments reflect value received by the Government toward the accomplishment of the research goals of this Agreement.

2. The Performer shall document the accomplishments of each completed milestone by submitting or otherwise providing the milestone report required by Attachment 3. To the maximum extent practicable, the DARPA AOR shall review the deliverable(s)/milestone report(s) and either: 1) provide a written notice of rejection to the Performer which includes feedback regarding deficiencies requiring correction, or 2) written notice of acceptance to the DARPA PM, AO, and Performer within fifteen (15) calendar days of receipt of deliverable(s)/milestone report(s). Upon written approval from the DARPA AOR, the Performer will submit their invoice through Wide Area Work Flow (WAWF), as detailed in Attachment 4.

3. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.

4. Payments will be made by the cognizant Defense Finance and Accounting Service office, as indicated below, within 30 (thirty) calendar days of an accepted invoice in WAWF. Attachment 4 details how to submit and process invoices through WAWF.

5. Payments shall be made in the amounts set forth in Attachment 3, provided the DARPA AOR has verified the completion of the milestones.

6. The Performer shall maintain adequate records to account for all funding under this Agreement. Upon completion or termination of this Agreement, whichever occurs earlier, the Performer shall furnish to the AO a copy of the Final Report required by Attachment 2.

ARTICLE 5: DISPUTES

A. General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Article.

B. Dispute Resolution Procedures

1. Any disagreement, claim or dispute between DARPA and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

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. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under Subparagraph B.3 of this Article constitute the basis for relief under this Article unless the Director of DARPA in the interests of justice waives this requirement.

3. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party (through the DARPA AO) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the DARPA Senior Procurement Executive and senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY) level) appointed by the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The DARPA Senior Procurement Executive and the senior executive shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.

4. In the absence of a joint decision, upon written request to the Deputy Director of DARPA, made within thirty (30) calendar days of the expiration of the time for a decision under Subparagraph B.3 above, the dispute shall be further reviewed. The Deputy Director of DARPA may elect to conduct this review personally or through a designee or jointly with a senior executive (no lower than (INSERT A LEVEL OF EXECUTIVE FAR ENOUGH REMOVED FROM THE PROGRAM TO MAINTAIN A GREATER LEVEL OF IMPARTIALITY---—This executive must be a higher level official than the Executive noted in Paragraph 3 above.) level) appointed by the Performer. Following the review, the Deputy Director of DARPA will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

C. Limitation of Damages

Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of DARPA funding disbursed as of the time the dispute arises. In no event shall DARPA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

ARTICLE 6: PATENT RIGHTS

A. Allocation of Principal Rights

1. Unless the Performer shall have notified DARPA, in accordance with Subparagraph B.2 below, that the Performer does not intend to retain title, the Performer shall retain the entire right, title, and interest throughout the world to each subject invention consistent with the provisions of this Article.

2. With respect to any subject invention in which the Performer retains title, DARPA shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States the subject invention throughout the world.

B. Invention Disclosure, Election of Title, and Filing of Patent Application

1. The Performer shall disclose each subject invention to DARPA within four (4) months after the inventor discloses it in writing to their company personnel responsible for patent matters. The disclosure to DARPA shall be in the form of a written report and shall identify the Agreement and circumstances under which the invention was made and the identity of the inventor(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and the physical, chemical, biological, or electrical characteristics of the Invention. The disclosure shall also identify any publication, sale, or public use of the invention and whether a manuscript describing the invention has been submitted and/or accepted for publication at the time of disclosure.

2. If the Performer determines that it does not intend to retain title to any such Invention, the Performer shall notify DARPA, in writing, within eight (8) months of disclosure to DARPA. However, in any case where publication, sale, or public use has initiated the one-year statutory period wherein valid patent protection can still be obtained in the United States, the period for such notice may be shortened by DARPA to a date that is no more than sixty (60) calendar days prior to the end of the statutory period.

3. The Performer shall file its initial patent application on a subject invention to which it elects to retain title within one (1) year after election of title or, if earlier, prior to the end of the statutory period wherein valid patent protection can be obtained in the United States after a publication, or sale, or public use. The Performer may elect to file patent applications in additional countries (including the European Patent Office and the Patent Cooperation Treaty) within either ten (10) months of the corresponding initial patent application or six (6) months from the date permission is granted by the Commissioner of Patents and Trademarks to file foreign patent applications, where such filing has been prohibited by a Secrecy Order.

4. The Performer shall notify DARPA of any decisions not to continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceedings on a patent, in any country, not less than thirty (30) calendar days before the expiration of the response period required by the relevant patent office.

5. Requests for extension of the time for disclosure election, and filing under Article 7, may be granted at DARPA’s discretion after considering the circumstances of the Performer and the overall effect of the extension.

6. The Performer shall submit to DARPA annual listings of subject inventions. At the completion of the Agreement, the Performer shall submit a comprehensive listing of all subject inventions identified during the course of the Agreement and the current status of each.

C. Conditions When the Government May Obtain Title

Upon DARPA’s written request, the Performer shall convey title to any subject invention to DARPA under any of the following conditions:

1. If the Performer fails to disclose or elects not to retain title to the subject invention within the times specified in Paragraph B of this Article; however, DARPA may only request title within sixty (60) calendar days after learning of the failure of the Performer to disclose or elect within the specified times;

2. In those countries in which the Performer fails to file patent applications within the times specified in Paragraph B of this Article; however, if the Performer has filed a patent application in a country after the times specified in Paragraph B of this Article, but prior to its receipt of the written request by DARPA, the Performer shall continue to retain title in that country; or

3. In any country in which the Performer decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceedings on, a patent on a subject invention.

D. Minimum Rights to the Performer and Protection of the Performer’s Right to File

1. The Performer shall retain a nonexclusive, royalty-free license throughout the world in each subject invention to which the Government obtains title, except if the Performer fails to disclose the subject invention within the times specified in Paragraph B of this Article. The Performer’s license extends to its domestic (including Canada) subsidiaries and affiliates, if any, and includes the right to grant licenses of the same scope to the extent that the Performer was legally obligated to do so at the time the Agreement was awarded. The license is transferable only with the approval of DARPA, except when transferred to the successor of that part of the business to which the subject invention pertains. DARPA approval for license transfer shall not be unreasonably withheld.

2. The Performer’s domestic license may be revoked or modified by DARPA to the extent necessary to achieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive license submitted consistent with appropriate provisions at 37 CFR Part 404. This license shall not be revoked in that field of use or the geographical areas in which the Performer has achieved practical application and continues to make the benefits of the subject invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of DARPA to the extent the Performer, its licensees, or the subsidiaries or affiliates have failed to achieve practical application in that foreign country.

3. Before revocation or modification of the license, DARPA shall furnish the Performer a written notice of its intention to revoke or modify the license, and the Performer shall be allowed thirty (30) calendar days (or such other time as may be authorized for good cause shown) after the notice to show cause why the license should not be revoked or modified.

E. Action to Protect the Government’s Interest

1. The Performer agrees to execute or to have executed and promptly deliver to DARPA all instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those subject inventions to which the Performer elects to retain title, and (ii) convey title to DARPA when requested under Paragraph C of this Article and to enable the Government to obtain patent protection throughout the world in that subject invention.

2. The Performer agrees to require by written agreement with its employees, other than clerical and non-technical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the Performer each subject invention made under this Agreement in order that the Performer can comply with the disclosure provisions of Paragraph B of this Article. The Performer shall instruct employees, through employee agreements or other suitable educational programs, on the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U. S. or foreign statutory bars.

3. The Performer shall include, within the specification of any United States patent application and any patent issuing thereon covering a subject invention, the following statement:

This invention was made with Government support under Agreement No. HR0011-XX-3-XXXX, awarded by DARPA. The Government has certain rights in the invention.

F. Lower Tier Agreements

The Performer shall include this Article, suitably modified, in all subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.

G. Reporting on Utilization of Subject Inventions

• The Performer agrees to submit, during the term of the Agreement, an annual report on the utilization of a subject invention or on efforts at obtaining such utilization that are being made by the Performer or its licensees or assignees. Such reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Performer, and such other data and information as the agency may reasonably specify. The Performer also agrees to provide additional reports as may be requested by DARPA in connection with any march-in proceedings undertaken by DARPA in accordance with Paragraph I of this Article. DARPA agrees it shall not disclose such information to persons outside the Government without permission of the Performer, unless required by law.

• All required reporting shall be accomplished, to the extent possible, using the i-Edison reporting website: https://www.nist.gov/iedison. To the extent any such reporting cannot be carried out by use of i-Edison, reports and communications shall be submitted to the Agreements Officer and Administrative Agreements Officer.

H. Preference for American Industry

Notwithstanding any other provision of this clause, the Performer agrees that it shall not grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any product embodying the subject invention or produced through the use of the subject invention shall be manufactured substantially in the United States. However, in individual cases, the requirements for such an agreement may be waived by DARPA upon a showing by the Performer that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that, under the circumstances, domestic manufacture is not commercially feasible.

I. March-in Rights

The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that:

1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention;

2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees;

3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or

4. Such action is necessary because the agreement required by Paragraph (H) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.

ARTICLE 7: DATA RIGHTS

A. Allocation of Principal Rights

1. The Parties agree that in consideration for Government funding, the Performer intends to reduce to practical application items, components and processes developed under this Agreement.

2. With respect to Data developed or generated under this Agreement related to the

Program, the Government shall receive UNLIMITED RIGHTS, as defined in Attachment 5.

3. With respect to Data delivered pursuant to Attachment 1 under the Agreement, the Government shall receive GOVERNMENT PURPOSE RIGHTS. Notwithstanding the provision in A.4, the performer agrees, with respect to data generated or developed under this Agreement, the Government may, within 3 years after completion or termination of this Agreement, require delivery of data and receive GOVERNMENT PURPOSE RIGHTS.

4. March-In Rights

(a) In the event the Government chooses to exercise its March-in Rights, as defined in Article 6, Section I of this Agreement, the Performer agrees, upon written request from the Government, to deliver at no additional cost to the Government, all Data necessary to achieve practical application within sixty (60) calendar days from the date of the written request. The Government shall retain Unlimited Rights, as defined in Attachment 5 of this Agreement, to this delivered Data.

(b) To facilitate any potential deliveries, the Performer agrees to retain and maintain in good condition until 3 years after completion or termination of this Agreement, all Data necessary to achieve practical application of any subject invention as defined in Attachment 5 of this Agreement.

B. Marking of Data

Pursuant to Paragraph A. above, any Data delivered under this Agreement shall be marked with the appropriate data rights markings and the Performer’s name and address and include the following legend:

Use, duplication, or disclosure is subject to the restrictions as stated in Agreement HR0011-XX-3-XXXX between the Government and the Performer.

C. Lower Tier Agreements

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

ARTICLE 8: FOREIGN ACCESS TO TECHNOLOGY

This Article shall remain in effect during the term of the Agreement and for 3 years thereafter.

A. General

The Parties agree that research findings and technology developments arising under this Agreement may constitute a significant enhancement to the national defense, and to the economic vitality of the United States. Accordingly, access to important technology developments under this Agreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated in this Article are in addition to, and are not intended to change or supersede, the provisions of the International Traffic in Arms Regulations (22 C.F.R. Part 120, et seq.), National Industrial Security Program Operating Manual (NISPOM) (32 C.F.R. Part 117, et seq.), and the Department of Commerce’s Export Administration Regulations (15 C.F.R. Part 730, et seq.).

B. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions

1. In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in Subparagraphs B.2, B.3, and B.4 below shall apply to any transfer of Technology. For purposes of this Paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include:

sales of products or components, or

licenses of software or documentation related to sales of products or components, or

transfer to foreign subsidiaries of the Performer for purposes related to this Agreement, or

(d) transfer which provides access to Technology to a Foreign Firm or Institution which is an approved source of supply or source for the conduct of research under this Agreement provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement.

2. The Performer shall provide timely notice to DARPA of any proposed transfers from the Performer of Technology developed under this Agreement to Foreign Firms or Institutions. If DARPA determines that the transfer may have adverse consequences to the national security interests of the United States, the Performer, its vendors, and DARPA shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer but which provide substantially equivalent benefits to the Performer.

3. In any event, the Performer shall provide written notice to the DARPA AOR and AO of any proposed transfer to a foreign firm or institution at least sixty (60) calendar days prior to the proposed date of transfer. Such notice shall cite this Article and shall state specifically what is to be transferred and the general terms of the transfer. Within thirty (30) calendar days of receipt of the Performer’s written notification, the DARPA AO shall advise the Performer whether it consents to the proposed transfer. In cases where DARPA does not concur or sixty (60) calendar days after receipt and DARPA provides no decision, the Performer may utilize the procedures under Article 5, Disputes. No transfer shall take place until a decision is rendered.

4. In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approved by DARPA takes place, the Performer shall (a) refund to DARPA funds paid for the development of the Technology and (b) the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalf of the United States the Technology throughout the world for Government and any and all other purposes, particularly to effectuate the intent of this Agreement. Upon request of the Government, the Performer shall provide written confirmation of such licenses.

C. Lower Tier Agreements

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

ARTICLE 9: TITLE TO AND DISPOSITION OF PROPERTY

A. Title to Property (USE THIS PARAGRAPH IF NO PROPERTY BEING ACQUIRED OVER $10,000, AND DELETE ATTACHMENT 8 FROM TABLE OF CONTENTS AND AGREEMENT.)

No significant items of property are expected to be acquired under this Agreement. Title to each item of property acquired under this Agreement with an acquisition value of $10,000 or less shall vest in the Performer upon acquisition with no further obligation of the Parties unless otherwise determined by the AO. Should any item of property with an acquisition value greater than $10,000 be required, the Performer shall obtain prior written approval of the AO. Title to this property shall also vest in the Performer upon acquisition. The Performer shall be responsible for the maintenance, repair, protection, and preservation of all property at its own expense.

A. Title to Property (USE THIS PARAGRAPH IF THERE WILL BE PROPERTY ACQUIRED OVER $10,000, AND USE ATTACHMENT 8 IN TABLE OF CONTENTS AND AGREEMENT.)

The Performer will acquire property with an acquisition value greater than $10,000 under this Agreement, as set forth in Attachment 9, which is necessary to further the research and development goals of this Program and is not for the direct benefit of the Government. Title to this property shall vest in the Performer upon acquisition. Title to any other items of property acquired under this Agreement with an acquisition value of $10,000 or less shall vest in the Performer upon acquisition with no further obligation of the Parties unless otherwise determined by the AO. Should any other item of property with an acquisition value greater than $10,000 be required, the Performer shall obtain prior written approval of the AO. Title to this property shall also vest in the Performer upon acquisition. The Performer shall be responsible for the maintenance, repair, protection, and preservation of all property at its own expense.

B. Disposition of Property

At the completion of the term of this Agreement, items of property set forth in this Agreement or any other items of property with an acquisition value greater than $10,000 shall be disposed of in any of the following manners:

Purchased by the Performer at an agreed-upon price, the price to represent fair market value, with the proceeds of the sale being returned to DARPA; or

Transferred to a Government research facility with title and ownership being transferred to the Government; or

Donated to a mutually agreed University or technical learning center for research purposes; or

4. Any other DARPA-approved disposition procedure.

ARTICLE 10: SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT REPORTING

Background

Protection of Covered Defense Information (CDI), to include Controlled Unclassified Information (CUI) and Controlled Technical Information (CTI), is of paramount importance to DARPA and can directly impact the ability of DARPA to successfully conduct its mission. Therefore, this Article requires the performer to protect CDI that resides on the performer’s information systems. This Article also requires the performer to rapidly report any cyber incident involving CDI.

Safeguarding CDI

The performer shall implement the version of NIST Special Publication (SP) 800-171 in effect at the time the solicitation is issued or as authorized by the Agreements Officer for CUI and CTI that resides on the performer’s information systems. Consistent with NIST SP 800-171, implementation may be tailored to facilitate equivalent safeguarding measures used in the performer systems and organization. Any suspected loss or compromise of CDI that resides on the performer’s information systems shall be considered a cyber incident and require the performer to rapidly report the incident to DARPA in accordance with Paragraph C below.

Cyber Incident Reporting

Upon discovery of a cyber incident involving CUI or CTI, the performer shall take immediate steps to mitigate any further loss or compromise. The performer shall rapidly report the incident to DARPA and provide sufficient details of the event—including identification of detected and isolated malicious software—to enable DARPA to assess the situation and provide feedback to the performer regarding further reporting and potential mitigation actions. The performer shall preserve and protect images of all known affected information systems and all relevant monitoring/packet capture data for at least 90 days from reporting the cyber incident to enable DARPA to assess the cyber incident. The performer agrees to rapidly implement security measures as recommended by DARPA and to provide to DARPA any additionally requested information to help the Parties resolve the cyber incident and to prevent future cyber incidents.

Public Release

All information and data covered by this Article must be reviewed and approved by DARPA prior to any public release. The DARPA public release process is governed by DARPA Instruction 65. An online form is available to support those requests at: https://www.darpa.mil/work-with-us/contract-management/public-release

Lower Tier Agreements

The performer shall include this Article in all subcontracts or lower tier agreements, regardless of tier, for work performed in support of this Agreement.

Definitions

Compromise: 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.

Covered Contractor Information System: Unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information.

Covered Defense Information (CDI): Unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is (1) Marked or otherwise identified in the agreement, task order, or delivery order and provided to the performer by or on behalf of DoD in support of the performance of the agreement; or (2) Collected, developed, received, transmitted, used, or stored by or on behalf of the performer in support of the performance of the agreement.

Controlled Technical Information (CTI): Technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents.

Controlled Unclassified Information (CUI): 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).”

Cyber Incident: 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.

Information System: A discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Rapidly Report: Report to DARPA within 72 hours of discovery of any cyber incident.

ARTICLE 11: CIVIL RIGHTS ACT

This Agreement is subject to the compliance requirements of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. § 2000d) relating to nondiscrimination in Federally assisted programs. The Performer has signed an Assurance of Compliance with the nondiscriminatory provisions of the Act.

ARTICLE 12: PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

1. There shall be no dissemination or publication, except within and between the Performer and any subcontractors, of information developed under this Agreement or contained in the reports to be furnished pursuant to this Agreement without prior written approval of the DARPA AOR or the DARPA PM. All technical reports will be given proper review by appropriate authority to determine which Distribution Statement is to be applied prior to the initial distribution of these reports by the Performer. Unclassified patent related documents are exempt from prepublication controls and this review requirement. There shall be no dissemination or publication, except within and between the Performer and any subcontractor(s), of information developed under this effort without first obtaining approval for public release from the DARPA Public Release Center. Papers prepared in response to academic requirements which are not intended for public release outside the academic institution are exempt from prepublication controls

2. The Performer shall submit all proposed public releases for review and approval as instructed at http://www.darpa.mil/work-with-us/contract-management/public-release. Public releases include press releases, specific publicity or advertisement, and publication or presentation, but exclude those relating to the open sourcing or licensing, sales or other commercial exploitation of products, services or technologies. In addition, articles for publication or presentation will contain a statement on the title page worded substantially as follows:

This research was, in part, funded by the U.S. Government. The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the official policies, either expressed or implied, of the U.S. Government.

Press releases and other marketing and publicity materials are not considered to be results of research and therefore are always subject to the public release process that can be found here: http://www.darpa.mil/work-with-us/contract-management/public-release.

ARTICLE 13: ORDER OF PRECEDENCE

In the event of any inconsistency between the terms of this Agreement, the language set forth in the Attachments, and the Performer’s proposal, the inconsistency shall be resolved by giving precedence in the following order: (1) The Agreement, (2) all Attachments to the Agreement, and (3) Performer’s proposal

ARTICLE 14: EXECUTION

This Agreement constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Performer and the DARPA AO. This Agreement, or modifications thereto, may be executed in counterparts each of which shall be deemed as original, but all of which taken together shall constitute one and the same instrument.

Article 15: Prohibition on certain telecommunications and video surveillance services or equipment

Definitions

Covered Foreign Country: The People’s Republic of China.

Covered Telecommunications Equipment or Services:

(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities);

(2) Video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities);

(3) Telecommunications or video surveillance services provided by such entities or using such equipment; or

(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a Covered Foreign Country.

Critical Technology:

(1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations;

(2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled—

(i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or

(ii) For reasons relating to regional stability or surreptitious listening;

(3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities);

(4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material);

(5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or

(6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817).

Prohibition

In accordance with Public Law 115-232, Section 889 (b), the Performer is prohibited from obligating or expending funds received by the Government under this Agreement to:

Procure or obtain;

Extend or renew a contract to procure or obtain; or

Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses Covered Telecommunications Equipment or Services as a substantial component of any system, or as Critical Technology as part of any system.

Lower Tier Agreements

The Performer shall include this Article, suitably modified, in all subcontracts or lower tier agreements.

ATTACHMENT 1:

TASK DESCRIPTION DOCUMENT

Task Description Document (TDD)

Helpful Notes: Describe key Tasks that will be completed during the program. Tasks have a start date and an end date. Please indicate dates using the convention of After Contract Award (ACA), where the end of the first month is considered “1 ACA”Each Task has a “Lead” organization responsible for that task; in some cases, but not always, there may be a “Support” organization that assists with the task.

Deliverables describe what is provided for DARPA (and all Deliverables have a due date. Milestones are checkpoints within a task that mark the completion of a phase or stage of the task, and all Milestones are defined by a date. If it is necessary to break a Task into Sub-Tasks, please feel free to do so. Furthermore, Sub-Tasks can be broken down into Sub-Sub-Tasks, and so on, so that an appropriate level of granularity is provided for how a project will be executed.

TDD example:

ATTACHMENT 2:

REPORT REQUIREMENTS

This agreement will utilize the DARPA VAULT website for electronically uploading all required reports listed below and data deliverables in Attachment 3, Schedule of Milestones and Payments. It can be accessed at: https://vault.darpa.mil/.

New users must be registered prior to using the website. The registration process will be initiated by the DARPA help desk, who will email the performer’s contracting point of contact via email. Once registration has been completed, system related questions/issues can be addressed by referring to the Vault User’s Manual available on the website. Additional assistance can be obtained by contacting action@darpa.mil.

The Vault is an enterprise system that will provide a means for performers to more easily report contractually required technical and financial information. The system is a centralized location for DARPA staff and agents to access performer deliverables.

The Performer shall notify the DARPA Program Manager’s Business Financial Manager (BFM) in writing should a Vault POC need to be removed, or additional personnel added.

The Performer shall obtain distribution marking and CUI marking instructions from either the CUI Guide attached to this Agreement or from the DARPA Program Manager.

A. REPORTS

On or before thirty (30) calendar days after the effective date of the Agreement and thereafter throughout the term of the Agreement, the Performer shall submit or otherwise provide a report. One (1) copy shall be submitted or otherwise provided to the DARPA PM, one (1) copy shall be submitted or otherwise provided to the DARPA AO, one (1) copy shall be submitted or otherwise provided to DARPA AOR, and one (1) copy shall be digitally uploaded into the DARPA Vault tool. The report will have one (1) major section.

Monthly Technical Status Report. The technical status report will detail technical progress to date and report on all problems, technical issues, major developments, and the status of external collaborations during the reporting period. The first report is due within thirty (30) days of the program kickoff date and every thirty (30) days thereafter. This report should also include any patents or publications. These reports shall be in the format of a formal presentation (PPT or PDF) and include the following: (1) significant accomplishments/highlights (technical data should be presented in a polished format); (2) quantitative comparison of progress with metrics/milestones; (3) problems and proposed solutions; (4) accomplishments anticipated during the next reporting period; (5) publications relevant to the effort; (6) upcoming meetings and events; and (7) answers to any questions posed by the DARPA team during previous discussions.

B. DATA MANAGEMENT PLAN

(NOTE: This is a one-time submittal due NLT thirty (30) days after award)

A Data Management Plan (DMP) is required for science and technology programs consisting of basic research, applied research, and advanced technology development programs. DMP is a document that describes which data generated through the course of the proposed research will be shared and preserved and how it will be done. It may explain why data sharing or preservation is not possible or scientifically appropriate, or why the costs of sharing or preservation are incommensurate with the value of doing so. The DMP may be in the Performer’s format but shall conform at a minimum to the outline of Section 3.c of Enclosure 3 of Department of Defense Instruction (DoDI) 3200.12, “DoD Scientific and Technical Information Program (STIP).” DoDI 3200.12 is available at the Washington Headquarters Services, Executive Services Directorate website: https://www.esd.whs.mil/Portals/54/Documents/DD/issuances/dodi/320012p.pdf?ver=2018-12-17-130508-423.

The Performer shall submit an electronic copy of their DMP no later than thirty (30) calendar days after award of this Agreement to the DARPA AOR, DARPA PM, DARPA AO, and digitally uploaded to the DARPA Vault tool.

C. SPECIAL TECHNICAL REPORTS

As agreed to by the Performer and the DARPA AOR, the Performer shall submit special technical reports on significant events such as significant target accomplishments by the Performer, significant tests, experiments, or symposia.

Email submissions are encouraged and may be password protected if deemed necessary.

D. MILESTONE REPORTS

The Performer shall submit documentation describing the accomplishment of completed Attachment 3 payable milestones. This information shall be as required by Article 4, Subparagraph B.2 and shall be sufficient for the DARPA AOR to reasonably verify the accomplishment of the milestone in accordance with the TDD.

E. FINAL REPORT

(NOTE: The Final Report is included in the last payable milestone for the completed Agreement.)

The Performer shall submit or otherwise provide a Final Report making full disclosure of all major developments by the Performer upon completion of the Agreement or within sixty (60) calendar days of termination of this Agreement. One (1) copy shall be uploaded to the DARPA Vault; and one (1) copy shall be submitted or otherwise provided to:

The DARPA Closeout team at CMO_closeout@darpa.mil; and

The Defense Technical Information Center (DTIC), Attn: DTIC-BCS, 8725 John J. Kingman Road, Suite 0944, Fort Belvoir, VA 22060-0944. Information regarding submission to DTIC, including electronic submission, is provided at https://www.dtic.mil/dtic/submit/submit.html.

ATTACHMENT 3:

SCHEDULE OF MILESTONES AND PAYMENTS

NOTE: Please fill out Schedule of Milestones and Payment Excel Spread Sheet, information will be incorporated into award

Helpful notes for Milestones:

Each milestone will mark the completion of a measurable event (i.e., completing a baseline execution plan, completing measurable events in the performance of the research and development of the technology, completing and submitting the final report, etc.).

Deliverable narrative should provide description of what is being delivered, the word “Report” is not sufficient. “Status/Progress/Reports” cannot be milestones.

The milestone description will show how the milestone will be demonstrably completed.

Payments associated with each milestone must reflect the actual comprehensive costs to achieve milestone completion. (Note do not take total cost and divide by number of milestones)

Although this is a R&D effort the amounts against each milestone should NOT be the same. consider what actually goes into the pricing of that particular milestone as each milestone should have its own cost. (If amounts remain the same, please clearly expand the deliverable description)

The milestones need to be more definitive and consider what actually goes into the pricing of that particular milestone.

The milestone description will show how the milestone will be demonstrably completed.

Three Milestone Examples:

• Kickoff Meeting presentation including project design, acquisition of equipment, and overall workflow leading to accomplishment of deliverables. Kickoff briefing package will include team organization, technical approach and research goals, expected results and schedule, and risk and mitigation strategies

• Kick-off meeting presentation with description of proposed effort to include the description of proposed concept, focus area and potential application domain; Justification of proposed approach based on preliminary analyses or modeling; Justification of the benefits of the proposed scheme in achieving beyond-XXX performance in the potential application domain; Description and preliminary analyses of the proposed concept metrics that will be achieved during the period of performance, and comparison of these metrics to the current XXX. All supporting positions identified in the proposal are assigned to personnel, and names are provided to the Government. Order materials and equipment.

• Design XXXX molecule candidate(s) and investigate simulated molecular conformation changes induced by the onset and offset of near infrared (NIR) light in the range of 750 nm to 900 nm, as well as simulated binding to target protein(s) of interest in the presence of NIR light. METRIC: XXXX candidates demonstrate molecular conformation change in the presence of NIR light in the range of XXX to XXX nm, and bind to target protein(s) of interest in the presence of NIR light in a simulated environment.

Two Exit Criteria Examples:

• Submit kickoff meeting charts and Initial Test Plan

• Submit Milestone report describing design approach and molecular structure(s) of XXXX and simulation results.

ATTACHMENT 4:

WIDE AREA WORK FLOW INSTRUCTIONS

Payments will be made by the Defense Finance and Accounting Service office, as indicated below, within 30 (thirty) calendar days of an accepted invoice in Wide Area Workflow (WAWF). Wide Area Workflow (WAWF) is a secure web-based system for electronic invoicing, receipt and acceptance.  The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoD’s goal of moving to a paperless acquisition process.  Authorized DoD users are notified of pending actions by e-mail and are presented with a collection of documents required to process the contracting or financial action.  It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-refutable proof that the user (electronically) signed the document with the contents.  Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, eliminating unmatched disbursements and making all documentation required for payment easily accessible.

The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement. The Performer shall (i) ensure an Electronic Business Point of Contact is designated within the System for Award Management (SAM) at http://www.sam.gov and (ii) register to use WAWF at the https://wawf.eb.mil site, within ten (10) calendar days after award of this Agreement. Step-by-step procedures to register are available at the https://wawf.eb.mil site. The Performer is directed to use the 2-in-1 format when processing invoices. The Performer shall maintain an active registration for “All Awards” in System for Award Management (SAM) throughout the life of the award. For WAWF Payment and Invoicing Support, email DARPAInvoices@darpa.mil or contact WAWF help desk at 866-618-5988 or email disa.global.servicedesk.mbx.eb-ticket-requests@mail.mil.

For the Issue By DoDAAC, enter HR0011 extension 400

For the Admin DoDAAC, enter HR0011.

For the Service Acceptor AOR fields, enter (the Service Acceptor AOR DoDAAC).

Leave the Inspect by DoDAAC, Ship From Code DoDAAC, Service Approver, and LPO DoDAAC fields blank unless otherwise directed by the AO.

The following guidance is provided for invoicing processed under this Agreement through WAWF:

Acceptance within the WAWF system shall be performed by the AOR or AO (choose one) upon receipt of a confirmation email, or other form of transmittal, from the AOR.

The Performer upload the AOR approval as an attachment upon submission of an invoice in WAWF.

Payments shall be made by DFAS-(INSERT APPROPRIATE DFAS OFFICE).

The Performer agrees, when entering invoices entered in WAWF to utilize the CLINs associated with each milestone as delineated at Attachment 3. The description of the CLIN shall include reference to the associated milestone number along with other necessary descriptive information. The Performer agrees that the Government may reject invoices not submitted in accordance with this provision.

Note for DFAS: The Agreement shall be entered into the DFAS system by CLIN – Milestone association (MS)/ACRN as delineated at Attachment 3. The Agreement is to be paid out by CLIN (MS)/ACRN. Payments shall be made using the CLIN (MS)/ACRN association as delineated at Attachment 2.

Payee Information: As identified at the System for Award Management.

Cage Code: (ENTER CAGE CODE)

SAM UEI: (ENTER UEI)

TIN: (ENTER TIN)

ATTACHMENT 5:

DEFINITIONS

In this Agreement, the following definitions apply:

Agreement: The body of this Agreement and Attachments 1 – X, which are expressly incorporated in and made a part of the Agreement.

Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, software, maskworks and trade secrets. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions, included in Article 7.

Foreign Firm or Institution: 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.

Government: The United States of America, as represented by DARPA.

Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only.

Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Know-How: 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.

Made: Relates to any invention means the conception or first actual reduction to practice of such invention.

Party: Includes the Government (represented by DARPA), or the Performer, or both.

Performer: PERFORMER NAME.

Practical application: To manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Program: Research and development being conducted by the Performer, as set forth in Article I, Paragraph B.

Property: Any tangible personal property other than property actually consumed during the execution of work under this agreement.

Subject Invention: Any invention conceived or first actually reduced to practice in the performance of work under this Agreement.

Technology: Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

Unlimited Rights: Rights to use, duplicate, release, or disclose, Data, in whole or in part, in any manner and for any purposes whatsoever, and to have or permit others to do so.

ATTACHMENT 5:

AGREEMENT ADMINISTRATION

Below is a list of the Points of Contact for the Performer and DARPA. Each Party may change its representatives named below by written notification to the other party. The Government will institute the change following the procedures in Article 3, Subparagraph B.3. of the main text of the Agreement.

A. Government Points of Contact:

Agreements Officer (AO):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

DARPA Program Manager (PM):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

Agreements Officer’s Representative (AOR):

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

B. Performer’s Points of Contact

Administrative/Contracting:

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

Program Manager:

(NAME)

(TITLE)

(PHONE NUMBER)

(EMAIL)

ATTACHMENT 6:

AGREEMENT OFFICER’S REPRESENTATIVE

(INSERT IMAGES OF AOR APPOINTMENT MEMO HERE.)

ATTACHMENT 8:

CERTIFICATIONS FOR AGREEMENT NO. HR0011XX3XXXX

The signatory listed on page 1 of this Agreement certifies, to the best of his or her knowledge and belief, that this institution, organization, and its principals:

Pursuant to E.O. 12549 and implementing rule, are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency

Pursuant to the Anti-Drug Abuse Act of 1988, Pub. L. 100-690, will provide a drug-free workplace. The place of performance is:

(ENTER ADDRESS) (XXXX, XXXX, XXXX) (XXXXX)

(Street Address) (City, County, State) (Zip Code)

Are in compliance with the provisions of DoD Directive 5500.11 “Nondiscrimination in Federally Assisted Programs,” which implements Title VI of the Civil Rights Act of 1964.

The following certification applies only to actions exceeding $100,000.00:

Per 31 U.S.C. § 1352, “Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions.”

No Federal appropriated funds have been paid or will be paid by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an Officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, cooperative agreement, or other transaction.

If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal contract, grant, loan, cooperative agreement, or other transaction, the undersigned shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, cooperative agreements, and other transactions) and that all subrecipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when you transaction was made or entered into. Submission of this certification is a prerequisite for making or entering this transaction imposed by 31 U.S.C. § 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

Representation by corporations regarding an unpaid delinquent tax liability or a felony conviction under any Federal law.

In accordance with Section 101(a) of the Continuing Appropriations Act, 2016, Pub. L. 114-53, and any subsequent FY2016 appropriations act that extends to FY2016 funds the same restrictions as are contained in Sections 744 and 745 of Division E, Title VII, of the Consolidated and Further Continuing Appropriations Act, 2015 (Pub. L. 113-235), none of the funds made available by this or any other Act may be used to enter into a contract with any corporation that—

Has 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, where the awarding agency is aware of the unpaid tax liability, unless the agency has considered suspension or debarment of the corporation and made a determination that is further action is not necessary to protect the interests of the Government; or

Was convicted of a felony criminal violation under any Federal law within the preceding twenty-four (24) months, where the awarding agency is aware of the conviction, unless the agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.

The Offeror represents that— (CHECK BOXES THAT APPLY)

It is [ ] is not [ ] a corporation that has 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 agreement with the authority responsible for collecting the tax liability.

It is [ ] is not [ ] a corporation that was convicted of a felony criminal violation under a Federal law within the preceding twenty-four (24) months.

ATTACHMENT 9:

PROPERTY/EQUIPMENT

Below is a list of equipment proposed to be purchased by the Performer with an acquisition value of greater than $10,000. Title to and Disposition of Property under this Agreement will be handled in accordance with the terms and conditions of Article 9.

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Proposal Abstract template.

HR00112560003: Biological Technologies

Abstract Instructions and Template – DELETE THIS PAGE

Use of this template is mandatory for all abstract submissions to this BAA. Proposers must utilize Attachment A. This document must include all components described herein and must be submitted in PDF or Microsoft Word formats. All submissions must be written in English, and all pages shall be formatted for printing on 8-1/2 by 11-inch paper with 1-inch margins and font size no smaller than 12-point. Font sizes of 8 or 10-point may be used for figures, tables, and charts.

Abstracts shall not exceed a maximum of 2 pages. Abstracts should be at the UNCLASSIFIED or Controlled Unclassified Information (CUI) level. All proprietary data and information should be appropriately marked.

Proposers are required to submit an abstract before submitting a full proposal. DARPA will respond to abstracts with a statement as to whether DARPA:

• Invites the proposer submit a full proposal or,

• does not invite the proposer submit a full proposal with a rationale for this decision.

An abstract must be submitted prior to any full proposal submission. If a proposal is submitted without 1. Submitting an abstract and 2. Receiving an invitation to submit a full proposal – that proposal will not be reviewed. Proposers should note that an invitation to submit a full proposal that a proposal will ultimately be selected for award negotiation. These official notifications will be sent via email to the Technical POC and/or Administrative POC identified on the abstract cover sheet.

Abstracts must be submitted per the instructions outlined herein and received by DARPA no later than the due date and time listed in the Overview Information section. Abstracts received after this time and date may not be reviewed. Please visit Proposer Instructions and General Terms and Conditions for instructions on how to submit your abstract through the Broad Agency Announcement Tool.

COVER SHEET

[PRIME ORGANIZATION LOGO]

Table of Contents

1. Goals and Impact 4

2. Technical Approach 4

3. Capabilities/Management Plan 4

4. Bibliography 4

# Goals and Impact

[Describe what is being proposed and what difference it will make (qualitatively and quantitatively) if successful. Describe the innovative aspects of the project in the context of existing capabilities and approaches, clearly delineating the relationship of this work to any other projects from the past and present.]

# Technical Approach

[Provide answers to the following questions:

• What is the proposed work attempting to accomplish or do?

• How is the work performed today (what is the state of the art or practice), and what are the limitations?

• What is new in your approach, and why do you think it will be successful?

• How would the DoD community implement the proposed approach/work?

• How much will it cost (rough order of magnitude), and how long will it take?

Outline and address technical challenges inherent in the approach and possible solutions for overcoming potential problems. Provide appropriate measurable milestones (quantitative if possible) at intermediate stages of the project to demonstrate progress and a plan for achieving the milestones.]

# Capabilities/Management Plan

[Provide a brief summary of the expertise of the team, including subawardees and key personnel. While teaming arrangements do not need to be finalized at the time of abstract submission, mention of potential teaming/collaboration arrangements is highly encouraged. Identify a principal investigator for the project and include a description of the team’s organization, including roles and responsibilities.]

# Bibliography

[Provide a brief (no more than 2 pages) bibliography with links to relevant papers, references, reports, etc.]

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> Download XLSX file: HR001126S0003_Attachment_D_Streamlined_Cost_Proposal_Spreadsheet_V3.xlsx

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Technical and Management Volume template.

HR001126S0003: Biological Technologies

Proposal Instructions and Volume I Template – Delete This Page

Use of this template is mandatory for all proposal submissions to this BAA. Proposers requesting a Procurement Contract or Other Transaction (OT) must also include Attachment C. Proposers requesting a Cooperative Agreement are not required to submit Attachment C; they may instead complete the SF-424 Research & Related Budget forms through Grants.gov. (instructions here: Proposer Instructions: Grants/Cooperative Agreements). All proposers must also use Attachment D (DARPA Cost Proposal Spreadsheet) regardless of requested award type. Proposals not meeting the format prescribed herein may not be reviewed.

All submissions must be written in English and all pages shall be formatted for printing on 8-1/2 by 11-inch paper with 1-inch margins and font size not smaller than 12 point. Font sizes of 8 or 10 point may be used for figures, tables, and charts.

Proposers are encouraged to submit concise, but descriptive, proposals. Specific examples of problems, approaches, or goals are preferred to qualitative generalities. The Government will not consider pages in excess of the page count limitations, as described herein. Proposals with fewer than the maximum number of pages will not be penalized. Additional information not explicitly called for in the Technical and Management Volume must not be submitted with the proposal, but may be included as links in the bibliography. Such materials will be considered for the reviewers’ convenience only and not evaluated as part of the proposal.

Technical and Management Volumes shall not exceed a maximum of 20 pages.

Proposals must be submitted per the instructions outlined herein and received by DARPA no later than the due date and time listed in the Overview section. Proposals received after this time and date may not be reviewed. Please visit Proposer Instructions and General Terms and Conditions for instructions on how to submit your proposal through the Broad Agency Announcement Tool (BAAT). For proposers requesting a cooperative agreement or Other Transaction for Research, full proposals must be submitted through grants.gov.

COVER SHEET

[PRIME ORGANIZATION LOGO]

Table of Contents

1. Official Transmittal Letter 4

2. Proposal Summary 4

3. Goals and Impact 4

4. Technical Plan 4

5. Capabilities 4

6. Statement of Work (SOW) 5

7. Schedule and Milestones 5

8. Management Plan 5

9. Personnel, Qualifications, and Commitments 6

10. Organizational Conflict of Interest Affirmations and Disclosure 6

11. Novelty of Proposed Work 7

12. Representations and Certifications 7

13. Intellectual Property (IP) 7

14. Bibliography (Optional) 8

# Official Transmittal Letter

[Attach the official transmittal letter from the prime proposer organization.]

# Proposal Summary

[Provide a top-level synopsis of the proposed project, including answers to the following questions:

• What is the proposed work attempting to accomplish or do?

• How is the work performed today (what is the state of the art or practice), and what are the limitations?

• Who will care, and what will be the impact if the work is successful?

• How much will it cost, and how long will it take?

• What is new in your approach, and why do you think it will be successful?

The summary should include a description of the key technical challenges, a concise review of the technologies proposed to overcome these challenges and achieve the project’s goal, and a clear statement of the novelty and uniqueness of the proposed work.]

# Goals and Impact

[Describe what you are trying to achieve and the difference it will make (qualitatively and quantitatively), if successful. Describe the innovative aspects of the project in the context of existing capabilities and approaches, clearly delineating the uniqueness and benefits of this project in the context of the state of the art, alternative approaches, and other projects from the past and present. Describe how the proposed project is revolutionary and how it significantly rises above the current state of the art. Describe the deliverables associated with the proposed project and any plans to commercialize the technology, transition it to a customer, or further the work. Discuss the mitigation of any issues related to sustainment of the technology over its entire lifecycle, assuming the technology transition plan is successful.]

# Technical Plan

[Outline and address technical challenges inherent in the approach and possible solutions for overcoming potential problems. Demonstrate a deep understanding of the technical challenges and present a credible (even if risky) plan to achieve the project’s goal. Discuss mitigation of technical risk. Provide appropriate measurable milestones (quantitative if possible) at intermediate stages of the project to demonstrate progress, and a plan for achieving the milestones. List Government-furnished materials or data assumed to be available.]

# Capabilities

[Describe organizational experience in relevant subject area(s), existing intellectual property, or specialized facilities. Discuss any work in closely related research areas and previous accomplishments. Identify other Government solicitation(s) to which this concept has been proposed. If applicable, state whether funding or a positive funding decision has already been received, and from which agency.]

# Statement of Work (SOW)

[Provide a detailed task breakdown by Contractor Fiscal Year citing specific tasks and their connection to the interim milestones and metrics, as applicable. Do not include proprietary information.

For each defined task and subtask, provide:

A general description of the objective.

A detailed description of the approach to be taken to accomplish each defined task/subtask.

Identification of any tasks/subtasks that will involve human subjects or animals.

Identification of any tasks/subtasks that will be performed on campus at a university.

Identification (by name) of the primary organization (prime contractor, subawardee(s), consultant(s)) responsible for task/subtask execution.

A measurable milestone (e.g., a deliverable, demonstration, or other event/activity that marks task completion).

A definition of all deliverables (e.g., data, reports, software) to be provided to the Government in support of the proposed tasks/subtasks.

Identification of the proposed classification for each task/subtask.

For all tasks and subtasks proposed to be unclassified, identify if the task/subtask is proposed as fundamental research or controlled unclassified information (CUI).

Provide a short explanation for why each task/subtask should be categorized as fundamental research or CUI.]

# Schedule and Milestones

[Provide a detailed schedule showing tasks (task name, duration, work breakdown structure element as applicable, performing organization), milestones, and the interrelationships among tasks. The task structure must be consistent with that in the SOW. Measurable milestones should be clearly articulated and defined in time relative to the start of the project.]

# Management Plan

[Provide a summary of the proposed team, including any subawardees/consultants and key personnel who will be executing the work. Identify a principal investigator (PI) for the project. Provide a clear description of the team’s organization including an organization chart that illustrates, as applicable, the relationship of team members; unique capabilities of team members; task responsibilities of team members; teaming strategy among the team members; and key personnel with the amount of effort to be expended by each person during the project. Provide a detailed plan for coordination including explicit guidelines for interaction among collaborators/subawardees of the proposed project. Include risk management approaches. Describe any formal teaming agreements that are required to execute this project.]

# Personnel, Qualifications, and Commitments

[List key personnel (no more than one page per person), showing a concise summary of their qualifications, discussion of previous accomplishments, and work in this or closely related research areas. Indicate the level of effort in terms of hours to be expended by each person during each contract year and other (current and proposed) major sources of support for them and/or commitments of their efforts. DARPA expects all key personnel associated with a proposal to make substantial time commitment to the proposed activity and the proposal will be evaluated accordingly. It is DARPA’s intention to put key personnel conditions into the awards, so proposers should not propose personnel that are not anticipated to execute the work.]

# Organizational Conflict of Interest Affirmations and Disclosure

[In accordance with the requirements of the BAA, provide the following information.]

• Are any of the proposed individual team members or their respective organizations (whether prime or subawardee or consultant) currently providing SETA, A&AS or similar support to DARPA? ¨ No ¨ Yes

• Did any of the proposed individual team members or their respective organizations (whether prime or subawardee or consultant) provide SETA, A&AS or similar support to DARPA within one calendar year of this proposal submission? ¨ No ¨ Yes

[If you answered “Yes” to 8.a OR 8.b, provide the following information for each applicable team member:

• The name of the DARPA office receiving the support;

• The prime contract number;

• Identification of proposed team member (subawardee, consultant) providing the support; and

• An OCI mitigation plan in accordance with FAR 9.5.]

• Are there any other potential Organizational Conflicts of Interest involving any of the proposed individual team members or their respective organizations (whether prime or subawardee or consultant)? ¨ No ¨ Yes

• [If yes, provide the following information for each applicable team member:

• Identification of applicable team member; and

• An OCI mitigation plan in accordance with FAR 9.5.]

# Novelty of Proposed Work

Has the proposed work been submitted to any other Government solicitation?

¨ No ¨ Yes [If yes, provide the following information:

Solicitation number ________________________

Agency _________________________

Proposed work has already received funding or a positive funding decision.

¨ No ¨ Yes ¨ Decision pending]

# Representations and Certifications

• For proposers requesting procurement contracts, please download, complete, and submit within this volume “Procurement Contracts Reps and Certs 2024-01-25 Fillable Template” available at the following link: Procurement Contracts

• For proposers requesting Other Transactions, please download, complete, and submit within this volume “2-SAMPLE OT certifications” available at the following link: DARPA Representations and Certifications

• For proposers requesting Cooperative Agreements, please download, complete, and submit within this volume “Cooperative Agreement Grants - Certifications” available at the following link: Proposer Instructions: Grants/Cooperative Agreements

# Intellectual Property (IP)

Please provide the following information, as applicable. Note: The Government will assume unlimited rights to all IP not explicitly identified as restricted in the proposal.

• Technical Data and Computer Software

Are you asserting any IP restrictions on any technical data or non-commercial computer software that will be delivered to the Government? ¨ No ¨ Yes

[If yes, list all proprietary claims to results, prototypes, deliverables or systems supporting and/or necessary for the use of the proposed research, results, prototypes and/or deliverables. Provide a short summary for each item asserted with less than unlimited rights that describes the nature of the restriction and the intended use of the intellectual property in the conduct of the proposed research. Use the following format for these lists.]

Are you proposing any commercial software that will be delivered to the Government? ¨ No ¨ Yes [If yes, please provide licensing terms.]

• Patents

Does the proposed effort involve using patented inventions that are owned by or assigned to the proposing organization or individual? ¨ No ¨ Yes [If yes, provide documentation proving ownership or possession of appropriate licensing rights to all patented inventions to be used for the proposed project. If a patent application has been filed for an invention, but it includes proprietary information and is not publicly available, provide documentation that includes: the patent number, inventor name(s), assignee names (if any), filing date, filing date of any related provisional application, and summary of the patent title, with either: (1) a representation of invention ownership; or (2) proof of possession of appropriate licensing rights in the invention (i.e., an agreement from the owner of the patent granting license to the proposer).]

# Bibliography (Optional)

[A brief (no more than 5 pages) bibliography may be provided with links to relevant papers, references, reports, etc.]