INDEX FOR THE

GUIDE ON SECTION 845/804

OTHER TRANSACTIONS (OTs) FOR PROTOTYPE PROJECTS

The following topics are addressed in this guide for Other Transactions
for Prototype Projects:

10 USC 2371, Section 845/804 Other Transactions for

Prototype Projects . . . . . . . . . . . . . . . . . . . . . 3

Delegation of Authority to Enter into Other Transactions for Prototype
Projects . . . . . . . . . . . . . . . . . . . . . 3

Decision to Use an Other Transaction for a Prototype

Project . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Acquisition Strategy . . . . . . . . . . . . . . . . . . . . 5

Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Other Transaction Agreement . . . . . . . . . . . . . . . . 5

Agreements with Consortia or Joint Ventures . . . . . . . . 6

Government Team Composition . . . . . . . . . . . . . . . . 6

Price Reasonableness . . . . . . . . . . . . . . . . . . . . 6

Allowable Costs . . . . . . . . . . . . . . . . . . . . . . 7

Accounting Systems . . . . . . . . . . . . . . . . . . . . . 7

Financial Reporting . . . . . . . . . . . . . . . . . . . . 7

Performance Management and Reporting . . . . . . . . . . . . 8

Audit Requirements . . . . . . . . . . . . . . . . . . . . . 8

Cost Sharing . . . . . . . . . . . . . . . . . . . . . . . . 8

Termination . . . . . . . . . . . . . . . . . . . . . . . . 9

Changes . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Protest . . . . . . . . . . . . . . . . . . . . . . . . . . 10

Patents and Technical Data . . . . . . . . . . . . . . . . . 11

Property . . . . . . . . . . . . . . . . . . . . . . . . . 11

Administration . . . . . . . . . . . . . . . . . . . . . . . 12

Other Transaction Awardee Reports . . . . . . . . . . . . . 12

Agreement Close-Out . . . . . . . . . . . . . . . . . . . . 13

Government Prototype Project Reporting Requirements . . . . 13

Major Weapon System Prototype Projects That Use Other Transactions . . .
. . . . . . . . . . . . . . . . . . . . . 15

Protection of Certain Information From Disclosure . . . . . 16

GUIDE ON SECTION 845/804

OTHER TRANSACTIONS (OTs) FOR PROTOTYPE PROJECTS

[10 USC 2371, Section 845/804 Other Transactions for Prototype
Projects]{.underline}

-   10 USC 2371 authorized award of other transactions. Two types of
    commonly used other transactions are:

-   Other transactions authorized by the basic 10 U.S.C. 2371 authority
    for basic, applied and advanced research projects. These types of
    other transactions are generally used to provide support or
    stimulation (i.e., "assistance").

-   Other transactions authorized by 10 U.S.C. 2371, as supplemented by
    section 845 of Public Law 103-160, as amended by section 804 of
    Public Law 104-201 and section 241 of Public Law 105-261, for
    prototype projects directly relevant to weapons or weapon systems
    proposed to be acquired or developed by the DoD. This type of other
    transaction is an acquisition instrument, commonly referred to as an
    other transaction for a prototype project, prototype other
    transaction, or a section 845 other transaction.

-   The focus of this guide is on other transactions for prototype
    projects. Guidance for use of other transactions for research can be
    found at http://alpha.lmi.org/dodgars.

    [Delegation of Authority to Enter into Other Transactions for
    Prototype Projects]{.underline}

-   USD(A&T) memorandum of December 14, 1996, provided the military
    departments and defense agencies the authority to enter into other
    transactions for prototype projects.

-   Authority for award of other transactions for prototype projects
    shall be in accordance with agency procedures.

-   Many of the agency delegation letters or links to agency web sites
    can be found in the References section of this Defense Acquisition
    Deskbook Special Interest Item.

-   The following is a listing of Agency POCs for other transactions for
    prototype projects and existing agency web sites:

-   Air Force - Sandy Schwartzwalder, 937-255-5643 or e-mail:
    schwartzwalders@afrl.af.mil http://afmc.wpafb.af.mil/HQ-AFMC/PK/pkt/

-   Army - Steve Lake, SARDA, 703-681-1039 or e-mail:
    lakes@sarda.army.mil

-   Navy - Deborah Tronic, ASN(RD&A), 703-602-2842 or e-mail:
    tronic.deborah@hq.navy.mil http://www.abm.rda.hq.navy.mil/bpot.html

-   Defense Advanced Research Projects Agency - Don Sharkus,
    703-696-2383 or email: dsharkus@darpa.mil

-   National Imagery and Mapping Agency - Brian Wolfe, 301-227-7825 or
    e-mail: wolfeb@nima.mil

-   National Security Agency - Primary is Sharon Holste, 410-859-4071,
    or e-mail: shar@romulus.ncsc.mil and Alternate is Gloria Yarbrough,
    301-688-7544 or e-mail: gloriay@romulus.ncsc.mil

    [Decision to Use an Other Transaction for a Prototype
    Project]{.underline}

-   USD(A&T) Memorandum of December 14, 1996, requires that you document
    the reason for choosing to use an other transaction and address the
    benefits expected from using an other transaction (vice a contract).
    Consider, for example:

-   Do we expect to attract business entities that do not normally do
    business with the government?

-   Is there some type of business arrangement that is not conducive to
    a FAR contract?

-   Are there specific FAR requirements that would not be accepted by a
    new defense business entity (e.g., Cost Accounting Standards,
    Intellectual Property)?

-   Are there specific FAR requirements that are inhibiting the
    integration of commercial and military procedures or processes and
    do we expect to be able to achieve integration by using an other
    transaction?

-   Do we expect to acquire more affordable technology, reduce program
    costs, schedule or improve performance by using an other
    transaction?

-   Will the prototype project increase competition for follow-on
    efforts?

-   Do we expect to be able to transition from the prototype project to
    a FAR Part 12 production contract?

-   If the follow-on effort is not expected to be a commercial item
    procurement, will we be able to continue the development or
    production with a FAR contract?

-   In accordance with agency procedures and OUSD(A&T)/DDP memorandum of
    October 16, 1997, the specific rationale for selecting an other
    transaction and the benefits expected should be fully addressed in
    Block 36 of the DD 2759, with supplemental pages as needed (see
    Government Prototype Project Reporting Requirements section).

    [Acquisition Strategy]{.underline}

-   Acquisition planning is key to a successful section 845 other
    transaction prototype project. Section 845 other transaction
    authority does not extend beyond prototyping.

-   A prototype project should not be undertaken as an other transaction
    without developing an acquisition strategy that considers any
    expected follow-on activity.

-   The strategy for transitioning beyond the prototype project to a
    FAR-based contract should be addressed during acquisition planning.

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-   Other key issues such as sustainment, test and evaluation, and
    competition should also be addressed.

    [Metrics]{.underline}

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-   Consistent with USD(A&T) memorandum of December 14, 1996,
    OUSD(A&T)/DDP memorandum of October 16, 1997, and agency guidance,
    the agreements officer and prototype project manager must document
    what is expected to be gained by using an other transaction and
    track whether the expected benefits were actually achieved.

-   Metrics should be established prior to award that will gauge key
    measures of merit and determine whether the expected benefits of
    using an other transaction were achieved.

-   USD(A&T) memorandum of December 14, 1996, requires that an annual
    report on the actual benefits and lessons learned for each prototype
    project be submitted to OUSD(A&T)/DDP by November 15^th^ of each
    year.

    [Other Transaction Agreement]{.underline}

-   10 U.S.C. 2371, section 845, as amended, provides flexibility to
    negotiate terms and conditions appropriate for the acquisition,
    without regard to the Federal Acquisition Regulation.

-   The agreements officer is responsible for ensuring terms and
    conditions are appropriate for the particular prototype project and
    should consider expected follow-on program needs.

-   It is the agreements officer responsibility to ensure the other
    transaction incorporates good business sense and appropriate
    safeguards to protect the government's interest. This includes
    assuring that the cost is reasonable, the schedule and other
    requirements are enforceable, and the payment arrangements promote
    on-time performance.

-   It is essential that legal counsel is closely involved in the
    development of the agreement's terms and conditions.

-   Other transactions for prototype projects shall identify the 9^th^
    position of the award number as a "9".

    [Agreements with Consortia or Joint Ventures]{.underline}

-   The government should obtain evidence of all members' commitments to
    the project prior to award of an agreement to a consortium or joint
    venture.

    [Government Team Composition]{.underline}

-   A small, dedicated team of experienced individuals works best.

-   You need to get the early participation of senior management, DCMC,
    DFAS and legal experts.

-   The role of DCMC and DCAA should be decided up front.

-   There are four DCMC offices designated as Agreements Administration
    Centers with expertise in administering other transactions. If
    administration is to be delegated to DCMC, refer to Section 10 of
    the DoD CAS Component directory to determine the appropriate
    administration location. The DCMC POCs can be found at
    "http://www.dcmc.hq.dla.mil". Click on "site index", "CAS Component
    Directory", and "Section 10".

-   You need to determine and contact the cognizant paying office for
    the other transaction. DCMC can provide assistance in determining
    the appropriate paying office.

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-   DCAA is available to provide financial services during the proposal
    review process, OT performance, and upon completion of the other
    transaction.

    [Price Reasonableness]{.underline}

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-   The government must be able to determine that the amount of the
    agreement is fair and reasonable.

-   The agreements officer may require whatever data are needed to
    establish price reasonableness, including commercial pricing data,
    market data, parametric data, or cost information. However, the
    agreements officer should attempt to establish price reasonableness
    through other means before requesting cost information. If cost
    information is needed to establish price reasonableness, the
    government should obtain the minimum cost information needed to
    determine that the amount of the agreement is fair and reasonable.

-   DCAA is available to provide financial advisory services to the
    agreements officer to help determine price fairness and
    reasonableness.

# Allowable Costs {#allowable-costs .unnumbered}

-   The agreement should stipulate that federal funds and the OT
    awardee's cost sharing funds are to be used only for costs that (i)
    a reasonable and prudent person would incur in carrying out the
    prototype project, and (ii) are consistent with the purposes stated
    in the governing Congressional authorizations and appropriations.

    [Accounting Systems]{.underline}

-   The OT awardee must maintain adequate records to account for federal
    funds received and any required cost sharing.

-   For other than "fixed-price type" instruments, the OT awardee should
    have an accounting system that accumulates and reports costs
    consistently within the appropriate business unit.

-   For other than "fixed-price type" instruments, the agreements
    officer should ensure that the OT awardee's accounting system
    satisfies the above criteria and should incorporate into the
    agreement the requirement to maintain such an accounting system.

-   DCAA is available to provide information on the status of the
    awardee's accounting system or to respond to any questions regarding
    accounting treatment to be used for the other transaction.

    [Financial Reporting]{.underline}

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-   The other transaction needs to provide for financial reporting that
    provides for appropriate visibility and explanation of the financial
    situation (see the Other Transaction Awardee Reports section).

-   When a prototype project exceeds six million dollars (FY 1996 \$)
    and when it may evolve into a major defense acquisition program, it
    is advisable for the prototype manager to contact the Cost Analysis
    Improvement Group (CAIG). The CAIG is responsible for collecting
    actual costs of prototype systems and for using these cost data in
    their statutory role of developing independent cost estimates for
    our acquisition executives. If the CAIG concludes there is no other
    available source of relevant cost information, a summary cost report
    may be required. Such a cost report would generally be in OT
    awardee-specified format and would be submitted to the contractor
    Cost Data Report Project Office located at 1111 Jefferson Davis
    Highway, Suite 500, Arlington, Virginia.

    [Performance Management and Reporting]{.underline}

-   Prototype projects that meet the dollar criteria or risk management
    considerations discussed in DoD 5000.2-R, should be managed using
    the principles of earned value management.

-   When appropriate, due to the risk or dollar value of the prototype
    project, it is recommended that the project manager seek appropriate
    experts to advise on the elements of performance management
    visibility.

    [Audit Requirements]{.underline}

-   Agreements should provide for the agreements officer's authorized
    representative to have access to financial records for a specified
    period of time (normally three years) after payment of the final
    invoice.

-   The agreements officer's authorized representative should have
    direct access to sufficient records and information to ensure full
    accountability for all government funding under the agreement.

    [Cost Sharing]{.underline}

-   Cost sharing is not required statutorily for prototype projects.
    Generally, cost sharing may be appropriate if there are commercial
    or other benefits to the contractor. If cost sharing is determined
    to be appropriate, the amount of contractor cost sharing should be
    commensurate with the commercial applicability or other benefits to
    the contractor. Ensure you understand and evaluate the nature of the
    cost share (generally it should be cash and may be in the form of
    corporate Independent Research and Development).

-   Agreements officers should not count the cost of prior research as
    private sector cost share. Only the additional resources provided by
    the private sector and needed to carry out the prototype project
    should be counted.

-   Ensure you have a clear understanding of the accounting treatment
    for cost share.

-   Generally the government's payments or financing should be
    representative of its cost share as the work progresses, rather than
    front loading government contributions.

-   Other transactions that require cost sharing should require
    financial reporting that provides appropriate visibility into
    expenditures of government funds and expenditures of private sector
    funds.

-   Other transactions that require cost sharing should generally
    provide for adjustment of government or private sector investment if
    the other party is not able to make its required investment. Such
    other transactions will address the conditions that will trigger an
    adjustment and address the procedures for making the adjustment.

    [Termination]{.underline}

-   Many of the assistance other transactions for research have provided
    the OT awardee the right to terminate under specific situations.
    This may be appropriate when the OT awardee's cost contribution
    matches the government's and the specific purpose of the effort is
    to stimulate technological advancement.

-   When acquiring a prototype it is not generally appropriate to permit
    the OT awardee to terminate unilaterally. However, if the OT awardee
    is making a substantial investment in the prototype project, it may
    be appropriate to provide the OT awardee the unilateral right to
    terminate.

    [Changes]{.underline}

-   The agreement needs to address how changes will be handled. Consider
    whether the government should have the right to make a unilateral
    change to the agreement, or whether all changes should be bilateral.

-   The government may need the right to make a unilateral change to the
    agreement to ensure that critical requirements are met. If a
    significant cost contribution is not expected from the OT awardee,
    then the government should normally retain its right to a make a
    unilateral change for specified circumstances.

    [Payments]{.underline}

-   The agreement needs to identify clearly the basis and procedures for
    payment. Consider the following in drafting the agreement payment
    provisions:

-   Are payments intended to track to expenditures?

-   Are the payment amounts subject to adjustment during the period of
    performance?

-   If the payments can be adjusted, what is the basis and process for
    the adjustment?

-   What are the conditions and procedures for final payment and
    agreement close-out?

-   Is a final audit of costs needed?

-   Generally, the government should avoid making advance payments to
    the OT awardee.

-   If advance payments are authorized, the agreement shall require the
    OT awardee to maintain funds in an interest-bearing account unless
    one of the following applies:

1.  the OT awardee receives less than \$120,000 in Federal awards per
    year;

2.  the best reasonably available interest bearing account would not
    expect to earn interest in excess of \$250 per year on such cash
    advances; or

3.  the depository would require an average or minimum balance so high
    that it would not be feasible within the expected cash resources for
    the project.

-   The interest earned should be remitted annually to the agreements
    administration officer. The agreements administration officer shall
    forward the funds to the responsible payment officer, for return to
    the Department of the Treasury's miscellaneous receipts accounts.

-   [Payable Milestones]{.underline}. Payable milestones are one means
    of financing other transactions for prototype projects. There is not
    one uniform provision or set of procedures for payable milestones.
    Payable milestone procedures vary, depending on the inherent nature
    of the agreement.

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-   Agreements with firm-fixed price characteristics may contain payable
    milestone provisions that do not require adjustment for actual
    expenditures. In these cases, this fact should be clear in the
    agreement and the negotiated payable milestone values should be
    commensurate with the estimated value of the milestone events.

-   Agreements with cost-reimbursement features should require payable
    milestones reasonably to track to actual expenditures. When this is
    the case, the agreement must address the procedures for adjusting
    the payable milestones based on actual expenditures. Payable
    milestones should be adjusted as soon as it is evident that payable
    milestones are no longer reasonably representative of actual or
    expected expenditures.

-   See the OT Awardee Reports section.

    [Disputes]{.underline}

-   The Contract Disputes Act does not apply to other transactions for
    prototype projects, but the other transaction language should
    address the procedures for resolving disputes.

-   The final dispute authority should generally reside with a
    government official who can render an impartial decision.

    [Protest]{.underline}

-   The GAO protest rules do not apply to other transactions for
    prototype projects.

-   The offerors' rights and procedures for filing a protest should be
    stipulated in the solicitation document for an other transaction.

    [Patents and Technical Data]{.underline}

-   The Bayh-Dole Act (Chapter 18 of Title 35, U.S.C.) is not applicable
    to other transactions.

-   The government should start with the applicable standard FAR or
    DFARS 52.227 patent-rights clause(s) and negotiate rights of a
    different scope only when necessary to accomplish program objectives
    and foster the government's interest.

-   Similarly, 10 USC 2320 requirements on technical data do not apply
    to other transactions. However, the government team needs to
    identify what technical data and rights the government will need in
    the future to operate and maintain the item and negotiate
    appropriate rights to these data into the agreement.

-   The government team needs to involve patent and technical data
    rights attorneys to ensure negotiation of appropriate patent and
    data rights provisions.

-   The government team also needs to coordinate with the users to know
    what the data needs are for the program.

    [Property]{.underline}

-   [General]{.underline}

-   The government is not required to, and generally should not, take
    title to property acquired or produced by a private party signatory
    to an other transaction.

-   Other transactions should identify any government property to be
    furnished under the agreement.

-   In deciding whether or not to take title to property under an other
    transaction, the government should consider whether known or future
    efforts may be fostered by government ownership of the property.

-   [Requirements and Guidance - Government Title]{.underline}. If the
    government takes title to property or furnishes government property,
    then the property is subject to statutes pertaining to the treatment
    and disposition of government property. The agreements officer may
    use the FAR/DFARS provisions pertaining to property or may create
    provisions tailored to the individual transaction. Any tailored
    provision must be consistent with the Federal Property and
    Administrative Services Act and, as a minimum, should address the
    following:

-   A list of property to which the government will obtain title.

-   Whether the contractor or the government is responsible for
    maintenance, repair, or replacement.

-   Whether the contractor or the government is liable for loss, theft,
    destruction of, or damage to the property.

-   Whether the contractor or the government is liable for loss or
    damage resulting from use of the property

-   The procedures for accounting for, controlling, and disposing of the
    property.

-   [Additional Government-Furnished Property Requirements]{.underline}.
    The other transaction should specify:

-   What guarantees (if any) the government makes regarding the
    property's suitability for its intended use, the condition in which
    the property should be returned, and any limitations on how or the
    time the property may be used.

-   A list of property the government will furnish for the performance
    of the agreement.

-   [Cost-Sharing Considerations]{.underline}. When the private party
    signatory has title to property that will be factored into the
    signatory's cost share amount, the private party signatory and the
    government must agree on the method for determining the value of the
    property.

    [Administration]{.underline}

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-   It is vital that administrative agreements officers receive all
    pertinent documentation to ensure the effective administration of
    the agreement.

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-   It is the administrative agreements officer's responsibility to
    ensure that all terms and conditions of the agreement are being
    satisfied.

-   If the OT awardee has failed to comply with any term of the
    agreement, the administrative agreements officer must take timely,
    appropriate action to remedy the situation.

# Other Transaction Awardee Reports

-   DoD Instruction 3200.14 requires delivery of a technical report to
    the Defense Technology Information Center (DTIC) upon completion of
    research and engineering projects. Agreements must include this
    requirement and require the OT awardee to provide evidence to the
    administrative agreements officer of submittal of required reports
    to DTIC.

-   Agreements officers, in consultation with the project manager, must
    consider whether reports required of the OT awardee (technical or
    financial) are important enough to warrant establishment of line
    items or separate payable milestones or if report requirements
    should be incorporated as a part of a larger line item or payable
    milestone. In either case, an appropriate amount must be withheld if
    a report is not delivered.

# Agreement Close-Out

-   Although other transactions are not subject to the FAR, the
    close-out process is generally the same as for contracts. The DCMC
    One-Book will include procedures on close-out; it can be found at
    http://www.dcmc.hq.dla.mil.

-   Guidance that will facilitate agreement close-out is provided
    thoughout this guide, in areas such as audit requirements, cost
    sharing, payments, property, and OT awardee reports.

    [Government Prototype Project Reporting Requirements]{.underline}

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-   USD(A&T) Memorandum of December 14, 1996, established prototype
    project annual reporting requirements to be submitted by November
    15^th^ of each calendar year to satisfy congressionally-mandated
    requirements and to collect lessons learned.

-   The Department must report to Congress on all initial awards, out of
    scope changes, or options awarded for the preceding fiscal year.

-   The military departments and defense agencies must report to the
    Director, Defense Procurement (DDP) annually on lessons learned for
    all on-going other transactions or other transactions where
    performance was completed in the preceding fiscal year.

-   OUSD(A&T)/DDP Memorandum of October 16, 1997, implemented a data
    collection format and developed a DD 2759 Test Form to collect
    information on 845/804 other transactions for prototype projects.

-   DDP's goal is to use the DD 2759 Test Form to satisfy the statutory
    reporting requirements.

-   Provide DD 2759 data in accordance with agency procedures.

-   Block 37 on the DD 2759 Test Form is intended to answer two of the
    statutory questions. Please provide separate answers to each
    question, using supplemental pages, as needed. The following
    guidance is provided to aid in answering these questions:

-   Extent the other transaction has contributed to a ***broadening of
    the technology and industrial base*** available for meeting DoD
    needs:

-   Focus on how use of an other transaction makes a difference.

-   Are we able to pursue technology areas we would not be able to
    pursue if we had to use a contract?

-   Are commercial products or processes being made available to DoD
    that would otherwise not be available?

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-   Did the use of the OT result in business units participating in the
    prototype project that would not otherwise have participated in the
    project? If so:

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-   Explain how the agreement attracted business units that would not
    otherwise have participated in the prototype project and identify
    these new players.

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-   Were there provisions of the OT or features of the award process
    that enabled their participation? If so, explain specifically what
    they were.

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-   What are the expected benefits of the business units' participation
    (e.g., technology that is better, more readily available, or less
    expensive) and how does this contribute to a broadening of the
    technology and industrial base available to DoD? Please be specific
    about the benefits and explain why you expect to realize them.

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-   Why would they not have participated if a standard instrument were
    used? For example, are they business units that normally accept no
    business with the government, that do business only through OTs or
    contracts for commercial items, or that limit their volume of
    Federal contracts to avoid a threshold at which they would have to
    comply with cost accounting standards or some other government
    requirement?

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-   Are there any other benefits of the use of the OT that you perceive
    helped the Department broaden the technology or industrial base
    available to DoD? If so, what were they, how do they help meet
    defense objectives, what features of the OT or award process enable
    us to realize them and why could they not have been realized using a
    standard instrument? Please be specific.

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-   Extent the other transaction has fostered within the technology and
    industrial base ***new relationships and practices*** that support
    the national security of the United States:

-   Focus on what is different because we are able to use an other
    transaction.

-   Did we attract business units that would not otherwise do business
    with DoD? If so, address how the relationship or business practices
    differ from what would be required under a FAR contract.

-   Did the use of the OT result in the establishment of new
    relationships among for‑profit business units, among business units
    of the same firm, or between business units and nonprofit performers
    that will help us get better technology in the future? If so:

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-   Explain the nature of the new relationships.

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-   Explain why it is believed that these new relationships will help us
    get better technology in the future.

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-   Were there provisions of the OT or features of the award process
    that enabled their participation? If so, explain specifically what
    they were and why these relationships could not have been created
    using a standard instrument.

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-   Did the use of the OT permit traditional government contractors to
    use new business practices in the execution of the prototype project
    that will help us get better technology, get new technology more
    quickly, or get it less expensively? If so:

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-   Who are those contractors and what are the new business practices?

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-   What specific benefits do you believe that we will get from the use
    of these new practices, and why do you think so?

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-   Were there provisions of the OT or features of the award process
    that enabled the use of these new practices? If so, specifically
    what are they and why you think that these practices could not have
    been used if the award had been made using a standard instrument?

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-   An annual reporting of lessons learned for every active other
    transaction prototype project is required to be submitted to
    OUSD(A&T)/DDP by November 15^th^ in accordance with USD(A&T)
    memorandum of December 14, 1996. The following are examples of
    lessons to be reported:

-   whether the expected benefits are being achieved (specific measures
    of merit are the most useful)

-   any other benefits resulting from the use of an other transaction

-   whether program costs were reduced, performance schedule shortened,
    or improved performance realized

-   any lessons learned from negotiation or agreement execution

    [Major Weapon System Prototype Projects That Use Other
    Transactions]{.underline}

-   There have been some instances where other transactions have been
    used to make award of major weapon system prototype projects.

-   The DoD 5000 requirements are applicable to these prototype project
    awards.

-   In addition to the acquisition strategy requirements of DoD
    5000.2-R, section 3.3., major weapon system prototype projects
    acquisition strategies should also address the following:

-   The rationale for deciding to use an other transaction and why a
    contract would not be appropriate.

-   The expected benefits to the program from the use of an other
    transaction. Metrics should be identified to compare the performance
    of the other transaction to performance under a contract.

-   A discussion of the strategy for transitioning the prototype project
    to follow-on development or production.

-   A summary of the government's position on the key areas identified
    below, as a minimum. For each area address: (1) the expected
    agreement term, (2) the customary FAR provision, (3) the
    significance of the differences between the agreement term and the
    customary FAR provision, and (4) the rationale and benefit to the
    government of the agreement term.

-   Termination for Convenience of the Government

-   Termination for Default

-   Changes

-   Payments

-   Audit Requirements

-   Disputes

-   Service of Protest/Protest After Award

-   Rights in Technical Data and Computer Software

-   Patent Rights

-   Cost, Schedule and Technical Performance Management and Reporting

-   Government Property

    [Protection of Certain Information from Disclosure]{.underline}

-   Certain types of information submitted to the Department in a
    process having the potential for award of an other transaction are
    exempt from disclosure requirements of 5 U.S.C. 552 (the Freedom on
    Information Act) for a period of five years from the date the
    Department receives the information.

-   Such information includes the following:

-   A proposal, proposal abstract, and supporting documents.

-   A business plan submitted on a confidential basis.

-   Technical information submitted on a confidential basis.

-   Specifically, 10 U.S.C. 2371(i) provides that disclosure of this
    type of information is not required, and may not be compelled, under
    FOIA during that period if a party submits the information in a
    competitive or noncompetitive process having the potential for an
    award of an other transaction.