W15QKN-17-9-1028
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Section B - Supplies or Services and Prices

ITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT

Milestone 1
(b)
(4)

AMT

ITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICE(b) (4)AMOUNT

Milestone 2
(b)
(4)

AMT
ACRN AA
CIN: 000000000000000000000000000000(b) (4)

W15QKN-17-9-1028
Page 3 of 33
ITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT

Milestone 3(b)(4)

NET AMTITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT(b) (4)

UNIT PRICEAMOUNT

NET AMT(b) (4)

Milestone 4(b)(4)

W15QKN-17-9-1028
Page 4 of 33
ITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT

NET AMT(b) (4)

UNIT PRICEAMOUNT

Milestone 5(b)(4)

ITEM NO(b)

SUPPLIES/SERVICESQUANTITY

UNIT

Milestone 6(b)(4)

NET AMT(b) (4)

W15QKN-17-9-1028
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Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS
Supplies/services will be inspected/accepted at:
CLIN
0001
0002
0003
0004
0005
0006

INSPECT AT
Destination
Destination
Destination
Destination
Destination
Destination

INSPECT BY
Government
Government
Government
Government
Government
Government

ACCEPT AT
Destination
Destination
Destination
Destination
Destination
Destination

ACCEPT BY
Government
Government
Government
Government
Government
Government

W15QKN-17-9-1028
Page 6 of 33
Section F - Deliveries or Performance

DELIVERY INFORMATION
CLIN

DELIVERY DATEQUANTITYSHIP TO ADDRESSDODAAC

0001

N/A

N/A

N/A

N/A

0002

N/A

N/A

N/A

N/A

0003

N/A

N/A

N/A

N/A

0004

N/A

N/A

N/A

N/A

0005

N/A

N/A

N/A

N/A

0006

N/A

N/A

N/A

N/A

W15QKN-17-9-1028
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Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA
AA: 5773400307158FB74370015062228047F387700F87700F1AF2W7188GW01
AMOUNT: $500,000.00
CIN 000000000000000000000000000000: $400,000.00
CIN U17ASW011ANG010001: $100,000.00

W15QKN-17-9-1028
Page 8 of 33
Section H - Special Contract Requirements
TERMS AND CONDITIONSAGREEMENT BETWEENUNITED STATES ARMY CONTRACTING COMMAND [ NEW JERSEYPICATINNY ARSENAL, NJ 07806-5000
AND
TransVoyant LLC
5845 Richmond Highway, Suite 600
Alexandria, VA 22303-1868

Agreement No.: W15QKN-17-9-1028
Total Amount of the Agreement: $500,000
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016 National Defense Authorization Act, P.L
114-92

W15QKN-17-9-1028
Page 9 of 33
TABLE OF CONTENTS
ARTICLESARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIIIARTICLE IX
ARTICLE X
ARTICLE XIARTICLE XIIARTICLE XIII

Scope of the Agreement
Term
Agreement Administration
Obligation and Payment
Disputes
Confidential Information
Publication and Academic Rights
Data Rights
Patent Rights
Foreign Access to Technology and Export Control
OPSEC
Title and Disposition of Property
Execution

W15QKN-17-9-1028
Page 10 of 33
ARTICLE I:SCOPE OF THE AGREEMENT

A. Background
This Other Transaction Agreement (OTA) is awarded based upon the prototype project proposed by TransVoyant
LLC, hereinafter referred to as “The Company” or “TransVoyant” in response to the Defense Innovation Unit [Experimental (DIUx) Commercial Solutions Offering (CSO). The principle purpose of this OTA will be to provide
visibility into the vast amount of public, private, and open source data associated with, and that have the potential toimpact, Department of Defense (DoD) supply chain pipelines.
B. Definitions“Agreement” or "OTA" refers to the Other Transaction Agreement, as authorized under 10 U.S.C. 2371b, between
the Government and TransVoyant LLC Agreement No. W15QKN-17-9-1028.
“Agreements Officer (AO)” is the United States Army Contracting Command [ New Jersey Contracting Activity
warranted Contracting Officer authorized to sign the final agreement for the Government.
“Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per project basis
to monitor all technical aspects; the AOR shall only assist in agreement administration of the specific project to theextent expressly delegated such administration authority in writing in the Project Agreement by the responsible
Agreements Officer.
“Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority
regarding acquisition functions. It also means elements or another agency designated by the director of a defense
agency which has been delegated contracting authority through its agency charter.
“Date of Completion” is the date on which all work is completed or the date on which the period of performanceends.
“Development” means the systematic use, under whatever name, of scientific and technical knowledge in the design,development, test, or evaluation of an existing or potential new technology, product or service (or of an
improvement in an existing technology, product or service) for the purpose of meeting specific performancerequirements or objectives. Development includes the research functions of design engineering, prototyping, andengineering testing.
“Effective Date” means the date when this Agreement is signed and executed by the Agreements Officer for theGovernment.
“Government” means the U.S. Government.
“Government Fiscal Year” means the period commencing on October 1 and ending September 30 of the following
calendar year.
“Milestone” means a scheduled event signifying the completion of a major deliverable or a set of relateddeliverables as identified in the Statement of Work
“Other Transactions Agreement (OTA)” is the term commonly used to refer to the 10 USC 2371b authority to enter
into transactions other than contracts, grants or cooperative agreements. The Department of Defense (DoD)
currently has authority to make awards that are directly relevant to enhancing the mission effectiveness of military
personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by
the Department of Defense, or to improvement of platforms, systems, components, or materials in use by the armed
forces. OTAs are acquisition instruments that generally, are not subject to the federal laws and regulations governing
procurement (FAR based) contracts. As such, they are not required to comply with the Federal Acquisition
Regulation (FAR), its supplements (i.e. DFARS) or laws that are limited in applicability to procurement contracts.

W15QKN-17-9-1028
Page 11 of 33“Parties” means Government and the COMPANY by its authorized agent where collectively identified and “Party”
where each entity is individually identified.
“Payable Milestone” means that once a milestone has been met (see definition of “milestone”), the Government canapprove payment to the COMPANY of a predetermined dollar amount in relation to performance of a particular
project under the Other Transaction Agreement.
“Program” means the overall effort to be funded by the Agreement, which is described in the Statement of Workappended to this Agreement as Attachment I.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope
STATEMENT OF WORK (SOW)
for
Precise Predictive Logistics (P2L) Pilot
1

BACKGROUND

The Department of Defense (DoD) lacks visibility into the vast amount of public, private, and open source dataassociated with and that has the potential to impact DoD supply chain pipelines. When the supply chain is disrupted,
the DoD is often unaware these disruptions have occurred until hours, days, or even weeks afterward, and does nothave the information, visibility, and analytics to effectively react to those disruptions.
Specifically, the government does not have the ability to make timely, informed, authoritative logistics decisions tokeep pace with simultaneous, multi-theater operations, planning, and execution, creating risk-to-force and risk-tomission. The government is currently supporting global operations using over 300 disparate legacy data systems,with manual workarounds across multiple data definitions, libraries, and hosting environments. The government
requires a logistics common operating picture (LOG COP) that move structured and unstructured data andinformation seamlessly between unclassified and classified nodes in a secure cloud environment, using either DISA
Defense Enterprise Computing Center (DECC) MIL cloud or similar commercial cloud solution provider (CSP).
The government needs business intelligence / innovative solutions that leverages machine-to-machine information
aggregation to support rapid decision making to effectively identify logistics constraints (supply chain anddistribution) and resources required to support multiple theaters and organizations globally. To accomplish this, thegovernment requires a solution that leverages advanced data analytics in managing resource scarcity bycoordinating, synchronizing, and simultaneously supporting multiple commanders. The LOG COP will provide total
asset visibility, predictive analysis, and comprehensive, timely (hours to seconds), and accurate information to
anticipate demand, assess logistics feasibility, and support course of action development.
The government will be conducting a pilot test of a commercially-available solution to meet this requirement. Thispilot will commence for a three (3) month period after the solution is deployed to four (4) geographically separated
locations. This pilot may also expand to additional customer groups, locations, and/or time length to further test the
military effectiveness of the LOG COP. This would include expanding the pilot to virtualize (net/web enabled) datafrom customer-identified data sources and unstructured open sources into the solution. Additionally, the LOG COP
architecture may include cross domain data and insights to move data seamlessly between unclassified (NIPRNeT)
and classified (SIPRNeT) in a secure cloud environment.
2
TECHNICAL REQUIREMENTS:
The following are minimum requirements that will be demonstrated:
I.
Capabilities:
a. Company solution shall be accessible to provide real-time awareness of combat support (i.e. airfields(geospatial)) / logistics resources to multiple locations and echelons simultaneously.
b. Company shall provide role-based secure collaboration across the logistics enterprise between
agencies, organizations, and teams.

W15QKN-17-9-1028
Page 12 of 33
c.

d.
e.

f.

Company shall deliver enterprise readiness, current operations, and future operations capabilities.
1. Enterprise Readiness [ Provides situational (unit readiness, weapon system status) andbattlespace (intelligence, political climates, adversary actions, weather) awareness in real-timeand continuous.
2. Current Operations [ Provides visibility of missions (centralized repairs, supply chain,
distribution networks) and operations (contingency and steady state) globally.
3. Future Operations - Provides ability to plan for operations now or anytime in the future,
allows planners to adapt to dynamic situations that arise during currents operations anddevelop courses of actions (COAs).
Company shall deliver the capability for the government users to visualize information (integrated andstored data) that enables the development of courses of action recommendations.
Company shall perform necessary integration with DoD, supplier, carrier and open source data systems
to meet the DoD requirement.
1. Four (4) unclassified integrations to DoD data sources
2. One (1) classified integrations to DoD data sources
Company shall deliver an out-of-the-box unclassified version of Precise Predictive Logistics (P2L),
complete with login credentials. Exhibit A details capabilities of the out-of-the-box unclassified
version of P2L.

II.

Environment:a. Company shall deliver a solution that is accessible on an unclassified network (ex. NIPRNeT) using a
CSP that meets Security Requirements Guide impact level 4 (IL-4). This solution will be virtual andaccessible to identified users via Mozilla Firefox or Chrome web browsers from any terminal with
open internet access.
b. Company shall collaborate with the United States Air Force (USAF) to allow enablement of a solution
to be available on classified (SIPRNeT) networks using CSP IL-6 or using DISA Defense EnterpriseComputing Center (DECC) MIL cloud.
c. Company shall collaborate with government to allow enablement of a solution capable of delivering
unclassified content to NIPRNeT users.
d. Company shall collaborate with the government to provide a solution capable of delivering integrated
classified and unclassified content to SIPRNeT users, and enable the government to pass data andinsights from an unclassified solution to a classified solution.
e. Company shall collaborate with the government to provide a solution that either:ȅ Meets DoD Risk Management Framework (RMF) accreditation requirements and has an
authority to operate (ATO) on DoD SIPRNet, orȅ Achieves an entry on the Air Force/Enterprise/Approved Products Listing (AF/EAPL) and ispermitted to be installed and operate on DoD SIPRNet.

III.

Support:a. Company shall provide user training, remote solution maintenance and remote user support for all four
locations during evaluation period to support testing of the solution and solution releases. User training
shall consist of one (1) 2-hour virtual session for out-of-the-box P2L, one (1) 2-hour virtual session for
the unclassified prototype, and one (1) 2-hour virtual session for the classified prototype.
b. Company shall provide a Company-standard user guide for the solution.
c. Company shall support a bi-weekly project status web meeting to discuss action items and statusthroughout the Period of Performance (PoP). The government may cancel or postpone these calls
based on operational needs. The periodicity of these meetings may be changed at the mutual agreementof the Agreements Officer Representative (AOR) and the company.

IV.

Artifact Deliverables:a. Company shall provide a preliminary development and integration technical report NLT sixty (60)days after project kickoff for the unclassified prototype (through commercial CSP) and the classified
prototype (SIPRNeT, CSP or DISA Defense Enterprise Computing Center (DECC) MIL cloud). This
report will detail any development, if any, on the company’s solution in order to produce acommercially viable and deployable solution. The report will also detail what actions are necessary forW15QKN-17-9-1028
Page 13 of 33

b.

c.

d.

e.

3

the company and the government in order to integrate and deploy the solution for use by thegovernment.
Company shall deploy their solution and provide a deployment report NLT ninety (90) days after
project kickoff for the unclassified prototype (through CSP IL-4). This report will detail the
deployment status of the solution and detail the prototype testing plan.
Company shall deploy their platform and provide a deployment report NLT one-hundred-and-twenty(120) days after project kickoff for the classified prototype (SIPRNeT: CSP IL-6 or DISA Defense
Enterprise Computing Center (DECC) MIL cloud). This report will detail the deployment status of thesolution and detail the prototype testing plan.
Company shall provide a final report, due within thirty (30) days after the end of the test period. Reportwill detail mission fit and user feedback. Report will also include a summary of user activity broken
down by location, ideal use cases, and samples of completed work.
Company shall provide test periods of ninety (90) days of access to company’s unclassified solution
and an additional ninety (90) days to the classified version.

DELIVERY SCHEDULE:(b) (4)

2

(
b
)
(
4
(b) (4)

W15QKN-17-9-1028
Page 14 of 33

(

(
b
)
(
4
)

(
b
)

W15QKN-17-9-1028
Page 15 of 33

(

(
4

(
b

6
a.
b.
c.
d.
e.
f.

PLACE OF PERFORMANCE:HQ Pacific Air Forces, Hickam AFB, HI
635 Supply Chain Operations Wing, Scott AFB, IL (location 1)
635 Supply Chain Operations Wing, Langley AFB, VA (location 2)
Air Force Sustainment Center, Tinker AFB, OK
Additional locations TBD at the discretion of DIUx PM and mutual consent of the government andCompany.
Contractor Facility

7
SECURITY:
In order to perform the work, this effort will require the company to have access to government facilities up to thesecret level. Access to military installations and facilities may require a government escort. The government will
provide a DD254 to detail the type and level of access required for the company to perform the aforementioned
work. The Company shall provide cleared personnel to perform work that a security clearance or access to secured
facilities.
No classified work shall be performed prior to a signed DD 254 being incorporated into this agreement throughformal modificaiton.
8
GOVERNMENT FURNISHED EQUIPMENT/MATERIALS (GFE/GFM):
The government will provide the company access to and assist in integration with, the following data sources:
1.
Logistics Information Mission Support-Enterprise View (LIMS-EV)
2.
Deliberate Crisis Action Planning/Execution Segment (DCAPES/Logistics Feasibility Analysis Capability(LOGFAC) (NIPRNeT/SIPRNeT)W15QKN-17-9-1028
Page 16 of 33
3.
4.

IDE 7/ GTN Convergence
Geospatial Information System

The government shall work with the Company to provide a data mapping of government data sources to required
data fields in the P2L application.
The government shall provide the ability for P2L subscription and unclassified prototype users to access the website
URL provided to the government by the Company (via NIPRNeT).
The government shall provide access to a Defense Intelligence Agency (DIA) approved cross domain capability toenable the passing of unclassified insights from NIPRNeT to SIPRNeT for consumption into the classified prototype
instance.
9
SYSTEM ACCESS:
Access to unclassified (NIPRNeT) government systems and government facilities requires issuance of a Common
Access Card (CAC).
10 APPLICABLE DOCUMENTS:
1) DoD Instruction (DoDI) 8510.01 Risk Management Framework (RMF) for DoD Information Technology(IT) DoD
2) Department of Defense Information Network Approved Products List (DODIN APL)
Exhibit A:
The following capabilities are included with the Out-of-the-box P2L Subscription:
a. A solution that presents a broad and immediate awareness of actual or predicted perturbations in the
supply chain to enable the government to contain, mitigate, and repair the consequences.
b. A configurable solution (user-defined operating picture (UDOP)) which integrates, analyzes, andvisualizes information from multiple disparate data sources, both privately and publicly.
c. A solution that presents on-demand interaction of information using web-based solutions in ways thatis immediately understandable and actionable by operational users.
d. An unclassified web-based solution (to be used by laptop or tablet browsers).

ARTICLE II: TERM
A. The Term of this Agreement(b) (4)B. Early Termination of Agreement Provision
1. Subject to a reasonable determination that the program, or a project funded under the program, will not produce
beneficial results commensurate with the expenditure of resources, the Government may terminate performance ofwork under this OTA, in whole or in part, if the AO determines that a termination is in the Government’s interest.
The AO shall terminate by delivering to the COMPANY a Notice of Termination specifying the extent oftermination and the effective date.
After receipt of a Notice of Termination, and except as directed by the AO, the COMPANY shall immediately
proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
(1) Stop work and direct it subcontractors/vendors/suppliers/partners to stop work as specified in the notice.
(2) Place no further orders for materials, services, or facilities, except as necessary to complete thecontinued portion of the OTA.
(3) Terminate all orders to the extent they relate to the work terminated.

W15QKN-17-9-1028
Page 17 of 33(4) Assign to the Government, as directed by the AO, all right, title, and interest of the COMPANY under
the orders terminated, in which case the Government shall have the right to settle or to pay any termination
settlement proposal arising out of those terminations.
(5) With approval or ratification to the extent required by the AO, settle all outstanding liabilities andtermination settlement proposals arising from the termination of orders; the approval or ratification will befinal for purposes of this clause.
(6) As directed by the AO, transfer title to the following, where applicable, and deliver to the Government (i) The fabricated or unfabricated parts, work in process, completed work, supplies, and othermaterial produced or acquired for the work terminated; and(ii) The completed or partially completed plans, drawings, information, and other property that, if
the order had been completed, would have been required to be furnished to the Government.
(7) Complete performance of any work not terminated, if applicable.
(8) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of
the property related to this project that is in the possession of the COMPANY and in which theGovernment has or may acquire an interest.
(9) Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred tounder Article II.B. Termination Provisions, (6)(i) and (ii).
The proceeds of any transfer or disposition of project property will be applied to reduce any payments to be made by
the Government under this Agreement, including credited to the price or cost of the work, or paid in any othermanner directed by the AO.
In the event of a termination of this Agreement, the Government shall have patent rights as described in Article IX,
Patent Rights, and rights in Data as described in Article VIII, Data Rights. Failure of the Parties to agree to an
equitable adjustment shall be resolved pursuant to Article V, Disputes.
Nothing in this section shall be construed as a limitation of the rights of either party in the event of a breach ofcontract or default by the other party.
C. Stop Work Clause
As directed by the AO, the COMPANY shall stop all, or any part, of the work called for under this Agreement for aperiod of 90 days after the written order is delivered, and for any further period to which the parties may agree. The
order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the order, theCOMPANY shall immediately comply with its terms and take all reasonable steps to minimize the incurrence ofcosts allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after
a stop-work is delivered, or within any extension of that period to which the parties shall have agreed, the AO shalleither:(a) Cancel the stop-work order; or(b) Terminate the work covered this Agreement.
If a stop work order issued under this clause is canceled, the COMPANY shall resume work. The Government shallmake an equitable adjustment in the delivery schedule or negotiated price, or both, and the Government’s share ofthis Agreement shall be modified, in writing, accordingly, if—W15QKN-17-9-1028
Page 18 of 33(1) The stop-work order results in an increase in the time required for, or in the cost properly allocable to, theperformance of any part of this Agreement; and(2) The COMPANY asserts its right to the adjustment within 30 days after the end of the period of work stoppage;
provided, that, if the Government decides the facts justify the action, the Government t may receive and act upon a
proposal submitted at any time before final payment under this Agreement.
ARTICLE III: AGREEMENT ADMINISTRATION
Unless otherwise provided in this Agreement, approvals permitted or required to be made by the ACC-NJ
Contracting Activity may be made only by the ACC-NJ Contracting Activity Agreements Officer. Administrativeand contractual matters under this Agreement shall be referred to the following representatives of the parties:(b) (6)

Each party may change its representatives named in this Article by written notification to the other party.

Cognizant Defense Contract Management Agency Office:
DCMA MANASSAS
14501 GEORGE CARTER WAY
2ND FLOOR
CHANTILLY, VA 20151
Cognizant Defense Finance and Accounting Service Office:

DFAS - COLUMBUS CENTER -- HQ0338
SOUTH ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
ARTICLE IV: OBLIGATION AND PAYMENTW15QKN-17-9-1028
Page 19 of 33
A. Obligation: Except as specified in Article V: Disputes, the Government’s liability to make payments to the
COMPANY is limited only to those funds obligated under this Agreement or by modification to the Agreement. The
ACC-NJ Contracting Activity may incrementally fund this Agreement. If modification becomes necessary inperformance of this Agreement, pursuant to Article IV of this Agreement, the AO and the COMPANY shallestablish and execute a mutually agreed to revised Schedule of Payable Milestones consistent with the current
Project Plan.
B. Project Payments: Project Payments shall be in accordance with the Milestone Payment Schedule in Article I(C).
C. Intentionally left blank.
D. Intentionally left blank.
E. Payable Milestones: The COMPANY shall submit invoices for processing according to the milestone payment
schedule via the Invoice, Receipt, Acceptance, and Property Transfer (iRAPT) application of the Wide Area Work
Flow (WAWF) system, according to the guidelines set forth below. Payments will be made by Defense Finance andAccounting Service, DFAS - COLUMBUS CENTER - HQ0338
SOUTH ENTITLEMENT OPERATIONS.
1. The WAWF system is the method to electronically process vendor payment requests and receiving reports. To
access WAWF, the COMPANY shall have a designated electronic business point of contact in the System forAward Management at https://www.acquisition.gov; and be registered to use WAWF
at https://wawf.eb mil/ following the step-by-step procedures for self-registration available at this web site. The
COMPANY shall follow the training instructions of the WAWF Web-Based Training Course and use the PracticeTraining 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/.
2. The COMPANY shall submit a Combo request through WAWF utilizing the following Routing Data to fill in theapplicable fields in WAWF when creating payment requests in the system.
Routing Data Table
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

HQ0338Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

W15BW9Accept at Other DoDAAC

W15BW9Ship To (If Required)

W15BW93. All payment requests shall include an invoice (contractor’s format is acceptable) to include at a minimum,
invoice number, milestone payment number and contract number. Note, all invoices shall be for exact payment
amount as referenced in Section B of the Agreement. Partial milestones shall not be submitted.
4. The COMPANY shall include the following WAWF email notifications when submitting invoices to assure
payment approval:(b) (6)

W15QKN-17-9-1028
Page 20 of 33
5. For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.
F. Electronic Fund Transfer: COMPANY must be enrolled in EFT by contacting the paying office designated in theAgreement and requesting Form SF 3881, Automated Clearing House (ACH) Vendor/Miscellaneous Payment
Enrollment Plan. This form must be completed by the COMPANY and the COMPANY's financial institution, andreturned to the paying office. The paying office will complete the process and notify the COMPANY that EFT
enrollment is complete. All payments under this agreement will be held until the COMPANY provides the required
EFT enrollment information.. The CAGE Code and DUNS number for the COMPANY are as follows: CAGE Code:
1UHK0; DUNS number: 021104794. Registration in the System Award for Management (SAM) is mandatory.
G. Limitation of Funds: Except as set forth in Article V, the Government's financial liability will not exceed theamount obligated under this Agreement and available for payment.
H. Intentionally Left Blank.
ARTICLE V: 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
Any disagreement, claim or dispute between the ACC-NJ and the COMPANY concerning questions of fact or law
arising from or in connection with this Agreement, and, whether or not involving an alleged breach of thisAgreement, may be raised only under this Article.
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 this article constitutethe basis for relief under this article unless the Chief of the Contracting Office, ACC-NJ in the interest of justice
waives this requirement.
Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or
misunderstanding by notifying the other Party through the cognizant AO in writing documenting the relevant facts,
identifying unresolved issues, specifying the clarification or remedy sought, and documenting the rationale as towhy the clarification/remedy is appropriate. Within ten (10) working days after providing notice to the other Party,
the aggrieved Party may, in writing, request a decision by the Chief of the Contracting Office, ACC-NJ. The otherParty 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 Chief of the Contracting Office, ACC-NJ, will conduct a review of thematter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such position. Anysuch decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review asprovided by this article.
If requested within thirty (30) calendar days of the decision by the Chief of the Contacting Office, ACC-NJ, further
review will be conducted by the President of the COMPANY Board and the ACC-NJ Director of Contracting. In theevent of a decision, or in absence of a decision within sixty (60) calendar days of referral to the President of the
COMPANY Board and the ACC-NJ Director of Contracting (or such other period as agreed to by the parties), either
party may pursue any right or remedy provided by law. Alternatively, the parties may agree to explore andestablish an Alternate Disputes Resolution procedure to resolve this dispute.

C. Limitation of Liability and Damages

W15QKN-17-9-1028
Page 21 of 33
In no event shall the liability of the COMPANY exceed the funding received for their performance of thisAgreement.
No Party shall be liable to any other Party for consequential, punitive, special and incidental damages or otherindirect damages, whether arising in contract (including warranty), tort (whether or not arising from the negligenceof a Party) or otherwise, except to the extent such damages are caused by a Party's willful misconduct;
Notwithstanding the foregoing, claims for contribution toward third-party injury, damage, or loss are not limited,
waived, released, or disclaimed.

ARTICLE VI: CONFIDENTIAL INFORMATION
A. Definitions“Disclosing Party” means COMPANY, or their subcontractors or suppliers, or the Government who discloses
Confidential Information as contemplated by the subsequent Paragraphs.
“Receiving Party” means COMPANY, or their subcontractors or suppliers, or the Government who receives
Confidential Information disclosed by a Disclosing Party.
“Confidential Information” means information and materials of a Disclosing Party which are designated asconfidential or as a Trade Secret in writing by such Disclosing Party, whether by letter or by use of an appropriate
stamp or legend, prior to or at the same time any such information or materials are disclosed by such Disclosing
Party to the Receiving Party. Notwithstanding the foregoing, materials and other information which are orally,visually, or electronically disclosed by a Disclosing Party, or are disclosed in writing without an appropriate letter,stamp, or legend, shall constitute Confidential Information or a Trade Secret if such Disclosing Party, within thirty(30) calendar days after such disclosure, delivers to the Receiving Party a written document or documents describing
the material or information and indicating that it is confidential or a Trade Secret, provided that any disclosure of
information by the Receiving Party prior to receipt of such notice shall not constitute a breach by the Receiving
Party of its obligations under this Paragraph. “Confidential Information” includes any information and materials
considered a Trade Secret by the COMPANY on its own behalf or on behalf of their subcontractors or suppliers.
“Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering orotherwise proprietary information, including, but not limited to, patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible orintangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically,
photographically, or in writing if:(a) The owner thereof has taken reasonable measures to keep such information secret; and(b) The information derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable through proper means by, the public.
B. Exchange of Information: The Government may from time to time disclose Government Confidential
Information to the COMPANY and its subcontractors or suppliers, in connection with a particular project, and the
COMPANY and its subcontractors or suppliers, may from time to time disclose information that is Trade Secret or
Confidential Information to the Government in connection with the OTA or performance thereunder. Neither theGovernment nor COMPANY or their subcontractors or suppliers shall be obligated to transfer Confidential
Information or Trade Secrets independently developed by the Government or the COMPANY or theirsubcontractors or suppliers, absent an express written agreement between the Parties providing the terms andconditions for such disclosure.
C. Confidentiality and Authorized Disclosure: The Receiving Party agrees, to the extent permitted by law, that
Confidential Information and Trade Secrets shall remain the property of the Disclosing Party (no one shall disclose
unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential

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Information and Trade Secrets shall not be disclosed, divulged, or otherwise communicated by it to third parties orused by it for any purposes other than in connection with specified project efforts and the licenses granted in Article
IX, Patent Rights, and Article VIII, Data Rights, provided that the duty to protect such “Confidential Information”
and “Trade Secrets” shall not extend to materials or information that:(a) Are received or become available without restriction to the Receiving Party under a proper, separate
agreement,(b) Are not identified with a suitable notice or legend per Article entitled "Confidential Information"
herein,(c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at thetime of disclosure thereof as demonstrated by prior written records,(d) Are or later become part of the public domain through no fault of the Receiving Party,(e) Are received by the Receiving Party from a third party having no obligation of confidentiality to theDisclosing Party that made the disclosure,(f) Are developed independently by the Receiving Party without use of Confidential Information or Trade
Secrets as evidenced by written records,(g) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has
provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek aprotective order or otherwise prevent disclosure of such information.
D. Return of Proprietary Information: Upon the request of COMPANY, the Government shall promptly return all
copies and other tangible manifestations of the Confidential Information or Trade Secrets disclosed. Upon request
by the Government, COMPANY shall promptly return all copies and other tangible manifestations of theConfidential Information disclosed by the Government. As used in this section, tangible manifestations include
human readable media as well as magnetic and digital storage media.
E. Term: Except to the extent covered by and subject to other provisions of this Agreement or the specific Project
Agreement, the obligations of the Receiving Party under this Article shall continue for a period of five (5) years
after the expiration or termination of this Agreement.
The Government and the COMPANY shall flow down the requirements of this Article VI to their respective
personnel, agents, partners, and team members receiving such Confidential Information or Trade Secrets under thisOTA.

ARTICLE VII: PUBLICATION AND ACADEMIC RIGHTS
A. Use of Information: Subject to the provisions of Article VI, Confidential Information, and Article VII,
Publication and Academic Rights at paragraph 9.2, the COMPANY and the Government shall have the right topublish or otherwise disclose information and/or data developed by the Government and/or the respective
COMPANY under this Agreement. The COMPANY and the Government (and its employees) shall include anappropriate acknowledgement of the sponsorship of the Research Projects by the Government and the COMPANY
in such publication or disclosure. The Parties shall have only the right to use, disclose, and exploit any such data
and Confidential Information or Trade Secrets in accordance with the rights held by them pursuant to thisAgreement. Notwithstanding the above, the Parties shall not be deemed authorized by this paragraph 9.1, alone, todisclose any Confidential Information or Trade Secrets of the Government or the COMPANY.
B. Classified Research Projects: If a release of Confidential Information or Trade Secrets is for a classified Research
Project, the provisions of the DoD Security Agreement (DD Form 441), Certificate Pertaining to Foreign Interests

W15QKN-17-9-1028
Page 23 of 33(SF 328), and the DoD Contract Security Classification Specification (DD Form 254) apply. The Government will
be responsible for the completion of the DD Form 254. The COMPANY member must complete the DD Form 441
and SF 328 and provide them to the Government through for review by the proper Government representatives, theIndustrial Security Representative at the cognizant Defense Security Service (DSS) office for DD Form 441 and SF
328 and the VRA’s local Security office for the DD Form 254.
C. Review or Approval of Technical Information for Public Release.
(a) At least 30 days prior to the scheduled release date, COMPANY shall submit to the AO two copies of
the information to be released along with Clearance of Technical Information for Public Release Form
INME-PIC-IM Form 3002, 1 MAR 2011, who will route the information to the AOR and other appropriate
parties for review and approval.
The AOR is hereby designated as the approval authority for the AO for such releases.
(b) Where the COMPANY has Academic Research Institutions performing fundamental research on
campus, the COMPANY shall require the same to provide papers and publications for provision to the
AOR, through the AO, for review and comment 30 days prior to formal paper/publication submission.
However, if that Academic Research Institution incorporates into its research results or publications
artifacts produced by and provided to these institutions by the COMPANY on behalf of other noneducational institutions or has authors listed on the paper who are not employees or students of the
Academic Research Institution then the procedures in PARAGRAPH (a) ABOVE must be followed.
(c) Parties to this Agreement are responsible for assuring that an acknowledgment of government support
will appear in any publication of any material based on or developed under this OTA, using the following
acknowledgement terms:“Effort sponsored by the U.S. Government under Other Transaction number W15QKN-17-9-1028
between the TransVoyant LLC and the Government. The U.S. Government is authorized toreproduce and distribute reprints for Governmental purposes notwithstanding any copyrightnotation thereon.”(d) Parties to this Agreement are also responsible for assuring that every publication of material based onor developed under this project contains the following disclaimer:“The views and conclusions contained herein are those of the authors and should not beinterpreted as necessarily representing the official policies or endorsements, either expressed or
implied, of the U.S. Government.”
The COMPANY shall flow down these requirements to its partners and team members, at all tiers.
D. Filing of Patent Applications. During the course of any such thirty (30) calendar day period, the COMPANY
and/or the Government shall provide notice to the AO as to whether it desires that a patent application be filed onany invention disclosed in such materials. In the event that a COMPANY and/or the Government desires that such apatent be filed, the COMPANY or the Government proposing to publish or disclose such materials agrees towithhold publication and disclosure of such materials until the occurrence of the first of the following:(a) Filing of a patent application covering such invention, or(b) Written agreement, from the AO and the COMPANY that no patentable invention is disclosed in suchmaterials.
(c) Further, during the course of any such thirty (30) calendar day period, the COMPANY shall notify the
AO and the Government if it believes any of its Confidential Information or Trade Secrets have been
included in the proposed publication or disclosure and shall identify the specific Confidential Information

W15QKN-17-9-1028
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or Trade Secrets that need to be removed from such proposed publication. The Government and the
COMPANY agree to remove from the proposed publication or disclosure all such Confidential Informationor Trade Secrets so identified by the COMPANY.

ARTICLE VIII: DATA RIGHTSA.
Definitions“Commercial Computer Software” as used in the Article is defined in DFARS 252-227-7014(a)(1) (Jun 1995).
“Commercial Computer Software License” means the license terms under which Commercial Computer Software issold or offered for sale, lease or license to the general public.
“Computer Data Base” as used in this Agreement, means a collection of data recorded in a form capable of being
processed by a computer. The term does not include computer software.
“Computer program” as used in this Agreement means a set of instructions, rules, or routines in a form that is
capable of causing a computer to perform a specific operation or series of operations.
“Computer software” as used in this Agreement means computer programs, source code, source code listings,
object code listings, design details, algorithms, processes, flow charts, formulae and related material that would
enable the software to be reproduced, recreated or recompiled. Computer software does not include computer databases or computer software documentation.
“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating
instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer
software or provide instructions for using the software.
“Data” as used in this Article of this Agreement, means computer software, computer software documentation, form,
fit and function data, and technical data as defined in this Article.
“Form, fit and function data” means technical data that describes the required overall physical, functional andperformance characteristics (along with the qualification requirements, if applicable) of an item, component, or
process to the extent necessary to permit identification of physically and functionally interchangeable items.
“Government purpose rights” means the rights to use, modify, duplicate or disclose the “Data” licensed with suchrights under this Agreement within the Government for United States Government purposes only; and to release or
disclose data outside the Government to any authorized persons pursuant to an executed non-disclosure agreement
for such persons’ use, modification, or reproduction for United States Government purposes only. United States
Government purposes include Foreign Military Sales purposes and competitive re-procurement.
“Limited rights” as used in this Article is as defined in DFARS 252.227-7013(a)(14).
“Restricted rights” as used in this Article is as defined in DFARS 252.227-7014(a)(15).
“Specially Negotiated License Rights” are those rights to Data that have been specifically negotiated between the
Government and the COMPANY.
“Technical data” means recorded information, regardless of the form or method of the recording, of a scientific ortechnical nature (including computer software documentation). The term does not include computer software or data
incidental to contract administration, such as financial and/or management information.
“Unlimited rights” means the rights to use, modify, duplicate, release, or disclose Data, in whole or in part, in any
manner, and for any purpose whatsoever, and to have or authorize others to do so.

W15QKN-17-9-1028
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B. Data Categories:
1. Category A is Data developed and paid for totally by non-governmental funds, whether pre-existing or
concurrently developed proprietary data, trade secret data, or data related to COMPANY products. The COMPANY
retains all rights to Category A Data.
2. Category B is any Data developed under this Agreement, using Government funds, which cannot be disclosed
without compromising the Category A data.
3. Category C is any COMPANY developed Data, excluding Category A and B data, developed during theperformance of work under this Agreement.
4. Category D is third party proprietary data used in performance of work under this Agreement, including but notlimited to, technical data, software, trade secrets and mask works.
Any Data developed outside of this Agreement with Government funding in whole or in part under a Government
agreement, contract or subcontract shall have the rights negotiated under such prior agreement, contract or
subcontract; the Government shall get no additional rights in such Data under this Agreement.
C.

Allocation of Principal Rights

1.
The parties agree that in consideration for the Government’s funding, and in lieu of any Government rights
to Category A, B or D data (except as contained in paragraph 4 below), the COMPANY intends to reduce topractical application materials and processes developed under this Agreement.
2.
No deliveries to the Government of Category A and B data are contemplated or required under thisAgreement. The Government reserves the right to negotiate certain rights in Category A and B data with the ownerof the data.
3.
Data.

The Government shall have immediate and irrevocable Government Purpose Rights to all Category C

4.
The COMPANY shall deliver third-party computer software, Category D data, as required for the
performance or operation of other computer software required to be delivered in the performance of this Agreement,with such rights as it is able to negotiate with the software vendor.
5.
Data that will be delivered, furnished, or otherwise provided to the Government under this Agreement, inwhich the Government has previously obtained rights, shall be delivered, furnished, or provided with the preexisting rights, unless (a) the parties have agreed otherwise, or (b) any restrictions on the Government’s rights touse, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.
D.

(b) (4)

Identification of Principal Rights.

W15QKN-17-9-1028
Page 26 of 33(b) (4)E.
Marking of Data: Any Data delivered under this Agreement shall be marked with the following legend:“This data is being delivered as Category (insert category) Data, as defined in Agreement W15QKN-17-9-1028.
Use, duplication, or disclosure is subject to the restrictions as stated in Agreement W15QKN-17-9-1028 between the
COMPANY and the Government.”
In the event that the COMPANY learns of a release to the Government of its unmarked Data that should havecontained a restricted legend, the COMPANY will have the opportunity to cure such omission going forward by
providing written notice to the AO within six (6) months of the erroneous release.
F. Prior Technology
1. In the event it is necessary for the COMPANY to furnish the Government with Data which existed prior to, or
was produced outside of this Agreement, and such Data embodies trade secrets or comprises commercial or financial
information which is privileged or confidential, and such Data is so identified with a suitable notice or legend, theData will be maintained in confidence and disclosed and used by the Government and such Government Contractors
or contract employees that the Government may hire on a temporary or periodic basis only for the purpose ofcarrying out the Government’s responsibilities under this Agreement. Data protection will include proprietarymarkings and handling, and the signing of nondisclosure agreements by such Government Contractors or contract
employees. The COMPANY shall not be obligated to provide Data that existed prior to, or was developed outside ofthis Agreement to the Government. Upon completion of activities under this Agreement, such Data will be disposedof as requested by the COMPANY.
2.Oral and Visual Information: If information which the COMPANY considers to embody trade secrets or tocomprise commercial or financial information which is privileged or confidential is expressly disclosed orally orvisually directly to the Government, the exchange of such information must be memorialized in tangible, recorded
form and marked with a suitable notice or legend, and furnished to the Government within thirty (30) calendar days
after such oral or visual disclosure, or the Government shall have no duty to limit or restrict, and shall not incur any
liability for any disclosure and use of such information. If the Government reasonably determines that the
memorialization of the exchange is insufficiently detailed to enable it to identify the privileged or confidential
information, COMPANY shall provide addition detail at the Government’s request, subject to restrictions on use anddisclosure.
3. Disclaimer of Liability: Notwithstanding the above, the Government shall not be restricted in, nor incur any
liability for, the disclosure and use of:(a) Data not identified with a suitable notice or legend as set forth in this Article; nor

W15QKN-17-9-1028
Page 27 of 33(b) Information contained in any Data for which disclosure and use is restricted, if such information is or becomesgenerally known without breach of the above, is properly known to the Government or is generated by theGovernment independent of carrying out responsibilities under this Agreement, is rightfully received from a third
party without restriction, or is included in Data which the COMPANY has furnished, or is required to furnish to theGovernment without restriction on disclosure and use.
Notwithstanding F.3.(a) of this Article above, if the COMPANY cures the omission of the suitable notice or legend,
the restrictions, and related liability for disclosure and use of such information shall apply after cure unless it is thenunrestricted under F.3(b) of this Article above.
G. Copyright
The COMPANY reserves the right to protect by copyright works developed under this Agreement. All such
copyrights will be in the name of the COMPANY or the author, as determined by COMPANY policies. The
COMPANY hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, fully paid-up
license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display
publicly, for governmental purposes, any copyrighted materials developed (excluding Data) under this Agreement towhich it owns the copyright, and to authorize others to do so.
H. Lower Tier Agreements
The COMPANY shall include this Article, suitably modified to identify the parties, in all, subcontracts or lower tieragreements, regardless of tier, or experimental, developmental, or research work.
I. Survival Rights
Provisions of this Article shall survive termination of this Agreement.
ARTICLE I-: PATENT RIGHTS
A. Definitions“Invention” means any invention or discovery which is or may be patentable or otherwise protectable under Title 35of the United States Code.
“Made” when used in relation to any invention means the conception or first actual reduction to practice of suchinvention.
“Practical application” means to manufacture, in the case of a composition of product; to practice, in the case of aprocess or method, or to operate, in the case of a machine or system; and in each case, under such conditions as toestablish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law orGovernment regulations, available to the public on reasonable terms.
“Subject invention” means any invention of the COMPANY conceived or first actually reduced to practice in theperformance of work under this Agreement.
"Background Invention" means any invention made by the COMPANY, or their subcontractors of any tier, prior toperformance of the Agreement or outside the scope of work performed under this Agreement.
B. Allocation of Principal Rights
The COMPANY shall retain the entire right, title, and interest throughout the world to each subject invention
consistent with the provisions of this Article, and 35 U.S.C § 202. With respect to any subject invention in which the
COMPANY retains title, the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license

W15QKN-17-9-1028
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to practice or have practiced on behalf of the United States the subject invention throughout the world. The
COMPANY may elect to provide full or partial rights that it has retained to other parties.
C. Invention Disclosure, Election of Title, and Filing of Patent Application
1. The COMPANY shall disclose each subject invention to the Government within four (4) months after theinventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to theGovernment shall be in the form of a written report and shall identify the Agreement under which the invention wasmade 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 for
publication and, if so, whether it has been accepted for publication at the time of disclosure.
2. If the COMPANY determines that it does not intend to retain title to any such invention, the COMPANY shallnotify the AO, in writing, within nine (9) months of disclosure to the ACC-NJ Contracting Activity. However, in
any case where public disclosure by the inventor has initiated the one (1) year statutory period wherein valid patent
protection can still be obtained in the United States, the period for such notice shall be in no event less than 60 days
prior to the one (1) year statutory bar date.
3. The COMPANY 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 a publication, or sale, or public use. The COMPANY
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 patentapplications, where such filing has been prohibited by a Secrecy Order.
4. After considering the position of the COMPANY, a request for extension of the time for disclosure election, andfiling under this Article IX, paragraph C, may be approved by ACC-NJ Contracting Activity, which ACC-NJ
approval shall not be unreasonably withheld.
D: Conditions When the Government May Obtain Title
Upon the Government’s written request, the COMPANY shall convey title to any Subject Invention to theGovernment under any of the following conditions:
1. If the COMPANY fails to disclose (and does not correct such failure within thirty (30) days after notice of such
failure from the Government) or elects not to retain title to the Subject Invention within the times specified in Article
IX, paragraph C.; provided, that the Government may only request title within sixty (60) calendar days after learningof the failure of the COMPANY to disclose or elect within the specified times.
2. In those countries in which the COMPANY fails to file patent applications within the times specified in Article
IX. paragraph C; provided, that if the COMPANY has filed a patent application in a country after the times specified
in Article IX, paragraph C, but prior to its receipt of the written request by the Government, the COMPANY shallcontinue to retain title in that country; or
3. In any country in which the COMPANY 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.
E: Minimum Rights to the COMPANY and Protection of the COMPANYs Right to File:
1. The COMPANY shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention
to which the Government obtains title. The COMPANY license extends to the domestic (including Canada)
subsidiaries and affiliates, if any, within the corporate structure of which the COMPANY is a party and includes theright to grant licenses of the same scope to the extent that the COMPANY was legally obligated to do so at the time

W15QKN-17-9-1028
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the Agreement was awarded. The license is transferable only with the approval of the Government, except whentransferred to the successor of that part of the business to which the invention pertains. The Government approval
for license transfer shall not be unreasonably withheld.
2. The COMPANY domestic license may be revoked or modified by the Government to the extent necessary toachieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive licensesubmitted consistent with appropriate provisions at 37 CFR Part 401. This license shall not be revoked in that fieldof use or the geographical areas in which the COMPANY has achieved practical application and continues to makethe benefits of the invention reasonably accessible to the public. The license in any foreign country may be revokedor modified at the discretion of the Government to the extent the COMPANY, its licensees, or the subsidiaries oraffiliates have failed to achieve practical application in that foreign country.
3. Before revocation or modification of the license, the Government shall furnish the COMPANY a written noticeof its intention to revoke or modify the license, and the COMPANY shall be allowed thirty (30) calendar days (orsuch 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.
F. Action to Protect the Governments Interest:
1. The COMPANY agrees to execute or to have executed and promptly deliver to the Government all instruments
necessary to: 1. establish or confirm the rights the Government has throughout the world in those Subject Inventions
to which the COMPANY elects to retain title; and 2. convey title to the Government when requested under this
Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.
2.
The COMPANY agrees to require, by written agreement, its employees, other than clerical andnontechnical employees, to disclose promptly in writing to personnel identified, as responsible for the administrationof patent matters, and in a format suggested by the COMPANY, each Subject Invention made under this Agreement
in order that the COMPANY can comply with the disclosure provisions under this Article. The COMPANY shallinstruct employees, through employee agreements or other suitable educational programs, on the importance ofreporting inventions in sufficient time to permit the filing of patent applications prior to U. S. or foreign statutorybars.
3. The COMPANY shall notify the Government of any decisions not to continue the prosecution of a patentapplication, 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.
4. The COMPANY shall include, within the specification of any United States patent application and any patentissuing thereon covering a Subject Invention, the following statement: “This invention was made with Government
support under Agreement No. W15QKN-17-9-1028 awarded by USACC-NJ. The Government has certain rights in
the invention.”
G. Lower Tier Agreements: The COMPANY shall include this Article, suitably modified, to identify the Parties, inall subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.
H. Reporting on Utilization of Subject Inventions: The COMPANY agrees to submit, during the term of theAgreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization thatare being made by the COMPANY or licensees or assignees of the inventor. Such reports shall include information
regarding the status of development, date of first commercial sale or use, gross royalties received by the
COMPANY, and such other data and information as the agency may reasonably specify. The COMPANY also
agrees to provide additional reports as may be requested by the Government in connection with any march-inproceedings undertaken by the Government in accordance with paragraph G of this Article. Consistent with 35
U.S.C. 206, the Government agrees it shall not disclose such information to persons outside the Government without
permission of the COMPANY.

W15QKN-17-9-1028
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I. Preference for American Industry: Notwithstanding any other provision of this Article, the COMPANY agrees
that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States or
Canada 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 or Canada. However, in individual
cases, the requirements for such an agreement may be waived by the Government upon a showing by the
COMPANY 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.
ARTICLE -: FOREIGN ACCESS TO TECHNOLOGY AND E-PORT CONTROL
1. Foreign Access to Technology
This Article X shall remain in effect during the term of this Agreement.
A. Definitiona) “Foreign Firm or Institution” means a firm or institution organized or existing under the laws of acountry other than the United States, its territories, or possessions. The term includes, for purposes of thisAgreement, any agency or instrumentality of a foreign government; and firms, institutions or businessorganizations which are owned or substantially controlled by foreign governments, firms, institutions, orindividuals.
b) “Know-How” means all information including, but not limited to discoveries, formulas, materials,
inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs,
documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus andmachines.
c) “Technology” means discoveries, innovations, Know-How and inventions, whether patentable or not,including computer software, recognized under U.S. law as intellectual creations to which rights ofownership accrue, including, but not limited to, patents, trade secrets, mask works, and copyrights
developed under this Agreement.
B. General: The Parties agree that research findings and technology developments arising under thisAgreement 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 thisAgreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated inthis Article are in addition to, and are not intended to change or supersede, the provisions of theInternational Traffic in Arms Regulation (22 CFR Part 121 et seq.), the DoD Industrial Security
Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR Part 770 etseq.)

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C. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutionsa) In order to promote the national security interests of the United States and to effectuate thepolicies that underlie the regulations cited above, the procedures stated in subparagraphs C(b),C(c), and C(d) below shall apply to any transfer of Technology. For purposes of this paragraph, atransfer includes a sale of the company, and sales or licensing of Technology. Transfers do notinclude:(i) sales of products or components, or(ii) licenses of software or documentation related to sales of products or components, or(iii) transfer to foreign subsidiaries of the COMPANY member entities for purposes
related to this Agreement, or(iv) 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 thisAgreement provided that such transfer shall be limited to that necessary to allow the firm
or institution to perform its approved role under this Agreement.
(v) releases pursuant to Article VII hereof ("Publication and Academic Rights")b) The COMPANY shall provide timely notice to the Government of any proposed transfers ofTechnology developed under this Agreement to Foreign Firms or Institutions. If the Government
determines that the transfer may have adverse consequences to the national security interests of theUnited States, the COMPANY and the Government shall jointly endeavor to find alternatives tothe proposed transfer which obviate or mitigate potential adverse consequences of the transfer but
which provide substantially equivalent benefits to the COMPANY.
c) In any event, the COMPANY shall provide written notice to the Government AO’s
Representative 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 shallstate specifically what is to be transferred and the general terms of the transfer. Within thirty (30)
calendar days of receipt of the COMPANY’s written notification, the Government AO shalladvise the COMPANY whether it consents to the proposed transfer. In cases where theGovernment does not concur or if within sixty (60) calendar days after its receipt the Government
has provided no decision, the COMPANY may utilize the procedures under Article V, Disputes.
No transfer shall take place until a decision is rendered.
d) In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approvedby the government takes place, the COMPANY shall (a) refund to the Government those funds
paid under this OTA for the development of the Technology and (b) provide to the Government a
non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalfof the United States the Technology throughout the world for Government and any and all otherpurposes, particularly to effectuate the intent of this Agreement. Upon request of the Government,
the COMPANY shall obtain and provide written confirmation of such licenses.
D) Lower Tier Agreements
The COMPANY shall include this Article, suitably modified, to identify the Parties, in all Project
Agreements or lower tier agreements, regardless of tier, for experimental, developmental, or
research work.
2. Export Control

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A. Export Compliance.
Each Party agrees to comply with U.S. Export regulations including, but not limited to, the requirements of
the Arms Export Control Act, 22 U.S.C. § § 2751-2794, including the International Traffic in Arms
Regulation (ITAR), 22 C.F.R. § 120 et seq. ; and the Export Administration Act, 50 U.S.C. app. § 24012420. Each party is responsible for obtaining from the Government export licenses or otherauthorizations/approvals, if required, for information or materials provided from one party to another under
this Agreement. Accordingly, the COMPANY shall not export, directly, or indirectly, any products and/or
technology, Confidential Information, Trade Secrets, or Classified and Unclassified Technical Data inviolation of any U.S. Export laws or regulations.
B. Flowdown.
The COMPANY shall include this Article, suitably modified, to identify all Parties, in all lower tieragreements. This Article shall, in turn, be included in all sub-tier subcontracts or other forms of lower tieragreements, regardless of tier.
ARTICLE -I: OPSEC(a) Access and General Protection/Security Policy and Procedures. All contractor employees, including
subcontractor employees, shall comply with all installation and facility access and local security policies
and procedures (provided by Government representative), and security/emergency management exercises.
The contractor shall also provide all information required for background checks to meet installation accessrequirements to be accomplished by the Installation Provost Marshal Office, Director of Emergency
Services, or Security Office. The contractor workforce shall comply with all personal identity verification
and accountability requirements as directed by DoD, HQDA, and/or local policy. Should the Force
Protection Condition (FPCON) at any individual facility or installation change, the Government may
require changes in contractor security matters or processes. During FPCONs Charlie and Delta,
services/installation access may be discontinued/postponed due to higher threat. Services will resume
when FPCON level and/or threat is reduced to an acceptable level as determined by the Installation
Commander. Contractor person working on an installation shall participate in the installation Random
Antiterrorism Measures Program as directed. Contractor shall be subject to and comply with vehicle
searches, wearing of ID badges, etc.
(b) iWatch (See Something, Say Something) Training: All contractor employees, including subcontractor
employees, shall receive training and participate in the local iWATCH program (training standards
provided by the requiring activity ATO). This locally developed training will be used to inform employeesof the types of behavior to watch for and instruct employees to report suspicious activity to the AOR. This
training shall be completed within 45 calendar days after contract start date or effective date ofincorporation of this requirement into the contract, whichever applies, and then annually thereafter. The
contractor shall submit certificates of completion for each affected contractor employee and subcontractor
employee to the AOR within 14 calendar days after completion of training by all employees andsubcontractor personnel.
(c) Access to DoD Facility or Installation: All contractor employees, including subcontractor employees, shallcomply with adjudication standards and procedures using the National Crime Information Center Interstate
Identification Index (NCIC-III) and Terrorist Screening Database (Army Directive 2014-05/AR 190-13);
applicable installation, facility and area commander installation and facility access and local security
policies and procedures (provided by the AOR).
(d) Information Management Army Information Technology/IA: The contractor shall be capable of accessing,handling, receiving and storing UNCLASSIFIED documents, equipment, hardware and test items using
thee applicable standards of For Official Use Only (FOUO) information. All Controlled Unclassified

W15QKN-17-9-1028
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Information (documents designated as FOR OFFICIAL USE ONLY and/or LIMITED DISTRIBUTION)
shall be submitted by a controlled means using UPS mail, Safe Access File Exchange (SAFE) website
and/or DoD Army approved encryption software as per AR 25-1.
(e) For Official Use Only Information (FOUO) and Controlled Unclassified Information (CUI): Contract
personnel shall be capable of accessing, handling, receiving and storing UNCLASSIFIED documents,
equipment, hardware and test items using applicable standards of FOUO and CUI.
(f) OPSEC Training: In accordance with AR 530-1 (or DoDM 5205.02-M), new contractor employees,
including subcontractor employees, shall complete initial OPSEC training within 30 calendar days of awardand must also complete annual OPSEC awareness as provided by the appropriately designated OPSEC
level II trained OPSEC Officer/Coordinator. The contractor shall arrange training through the AOR.
(g) Public Release of Information: In accordance with AR 530-1 (or DoDM 5205.02-M), an OPSEC review
will be performed by the Government prior to all public release of information. All Government
information intended for public release by a contractor shall undergo a Government OPSEC review prior torelease. The OPSEC review will be performed as part of the Public Review Process described in Article
VII.
ARTICLE -II: TITLE AND DISPOSITION OF PROPERTY
A. Definitions
In this Article, “property” means any tangible personal property other than property actually consumed during theexecution of work under this Agreement.
B. Title to Property
No significant items of property are expected to be acquired under this Agreement by the COMPANY. Title to any
item of property valued $10,000 or less that is acquired by the COMPANY in performance of the Prototype Project
covered by this Agreement shall remain with the COMPANY with no further obligation of the Parties unlessotherwise determined by the AO. Should any item of property with an acquisition value greater than $10,000 be
required, the COMPANY shall obtain prior written approval of the AO. Title to this property shall also remain with
the COMPANY. The COMPANY shall be responsible for the maintenance, repair, protection, and preservation of
all such property at its own expense. Property acquired pursuant to this clause shall not be considered as in exchange
for services in performance of the project, but shall be considered a Government contribution to the project.
ARTICLE -III: E-ECUTION
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 tothe subject matter hereof. This Agreement may be revised only by written consent of the COMPANY and the ACCNJ Agreements Officer designated in this Agreement. By executing this agreement, the COMPANY affirms that it
is a non-traditional defense contractor and, as a result, is eligible to be awarded this Agreement.

W15QKN-17-9-1028
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SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been added by full text:
LIST OF ATTACHMENTS
Attachment 0001: DD254, approved 12-October 2017.

(End of Summary of Changes)

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SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION A - SOLICITATION/CONTRACT FORM
The number of award copies required has decreased by 1 from 1 to 0.

SECTION H - SPECIAL CONTRACT REQUIREMENTS

The following have been modified:
TERMS AND CONDITIONSAGREEMENT BETWEENUNITED STATES ARMY CONTRACTING COMMAND – NEW JERSEYPICATINNY ARSENAL, NJ 07806-5000
AND
TransVoyant LLC
5845 Richmond Highway, Suite 600
Alexandria, VA 22303-1868

Agreement No.: W15QKN-17-9-1028
Total Amount of the Agreement: $500,000
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016 National Defense Authorization Act, P.L
114-92

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TABLE OF CONTENTS
ARTICLESARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIIIARTICLE IX
ARTICLE X
ARTICLE XIARTICLE XIIARTICLE XIII

Scope of the Agreement
Term
Agreement Administration
Obligation and Payment
Disputes
Confidential Information
Publication and Academic Rights
Data Rights
Patent Rights
Foreign Access to Technology and Export Control
OPSEC
Title and Disposition of Property
Execution

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ARTICLE I:SCOPE OF THE AGREEMENT

A. Background
This Other Transaction Agreement (OTA) is awarded based upon the prototype project proposed by TransVoyant
LLC, hereinafter referred to as “The Company” or “TransVoyant” in response to the Defense Innovation Unit –Experimental (DIUx) Commercial Solutions Offering (CSO). The principle purpose of this OTA will be to provide
visibility into the vast amount of public, private, and open source data associated with, and that have the potential toimpact, Department of Defense (DoD) supply chain pipelines.
B. Definitions“Agreement” or "OTA" refers to the Other Transaction Agreement, as authorized under 10 U.S.C. 2371b, between
the Government and TransVoyant LLC Agreement No. W15QKN-17-9-1028.
“Agreements Officer (AO)” is the United States Army Contracting Command – New Jersey Contracting Activity
warranted Contracting Officer authorized to sign the final agreement for the Government.
“Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per project basis
to monitor all technical aspects; the AOR shall only assist in agreement administration of the specific project to theextent expressly delegated such administration authority in writing in the Project Agreement by the responsible
Agreements Officer.
“Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority
regarding acquisition functions. It also means elements or another agency designated by the director of a defense
agency which has been delegated contracting authority through its agency charter.
“Date of Completion” is the date on which all work is completed or the date on which the period of performanceends.
“Development” means the systematic use, under whatever name, of scientific and technical knowledge in the design,development, test, or evaluation of an existing or potential new technology, product or service (or of an
improvement in an existing technology, product or service) for the purpose of meeting specific performancerequirements or objectives. Development includes the research functions of design engineering, prototyping, andengineering testing.
“Effective Date” means the date when this Agreement is signed and executed by the Agreements Officer for theGovernment.
“Government” means the U.S. Government.
“Government Fiscal Year” means the period commencing on October 1 and ending September 30 of the following
calendar year.
“Milestone” means a scheduled event signifying the completion of a major deliverable or a set of relateddeliverables as identified in the Statement of Work
“Other Transactions Agreement (OTA)” is the term commonly used to refer to the 10 USC 2371b authority to enter
into transactions other than contracts, grants or cooperative agreements. The Department of Defense (DoD)
currently has authority to make awards that are directly relevant to enhancing the mission effectiveness of military
personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by
the Department of Defense, or to improvement of platforms, systems, components, or materials in use by the armed
forces. OTAs are acquisition instruments that generally, are not subject to the federal laws and regulations governing
procurement (FAR based) contracts. As such, they are not required to comply with the Federal Acquisition
Regulation (FAR), its supplements (i.e. DFARS) or laws that are limited in applicability to procurement contracts.

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Page 5 of 28“Parties” means Government and the COMPANY by its authorized agent where collectively identified and “Party”
where each entity is individually identified.
“Payable Milestone” means that once a milestone has been met (see definition of “milestone”), the Government canapprove payment to the COMPANY of a predetermined dollar amount in relation to performance of a particular
project under the Other Transaction Agreement.
“Program” means the overall effort to be funded by the Agreement, which is described in the Statement of Workappended to this Agreement as Attachment I.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope
STATEMENT OF WORK (SOW)
for
Precise Predictive Logistics (P2L) Pilot
1

BACKGROUND

The Department of Defense (DoD) lacks visibility into the vast amount of public, private, and open source dataassociated with and that has the potential to impact DoD supply chain pipelines. When the supply chain is disrupted,
the DoD is often unaware these disruptions have occurred until hours, days, or even weeks afterward, and does nothave the information, visibility, and analytics to effectively react to those disruptions.
Specifically, the government does not have the ability to make timely, informed, authoritative logistics decisions tokeep pace with simultaneous, multi-theater operations, planning, and execution, creating risk-to-force and risk-tomission. The government is currently supporting global operations using over 300 disparate legacy data systems,with manual workarounds across multiple data definitions, libraries, and hosting environments. The government
requires a logistics common operating picture (LOG COP) that move structured and unstructured data andinformation seamlessly between unclassified and classified nodes in a secure cloud environment, using either DISA
Defense Enterprise Computing Center (DECC) MIL cloud or similar commercial cloud solution provider (CSP).
The government needs business intelligence / innovative solutions that leverages machine-to-machine information
aggregation to support rapid decision making to effectively identify logistics constraints (supply chain anddistribution) and resources required to support multiple theaters and organizations globally. To accomplish this, thegovernment requires a solution that leverages advanced data analytics in managing resource scarcity bycoordinating, synchronizing, and simultaneously supporting multiple commanders. The LOG COP will provide total
asset visibility, predictive analysis, and comprehensive, timely (hours to seconds), and accurate information to
anticipate demand, assess logistics feasibility, and support course of action development.
The government will be conducting a pilot test of a commercially-available solution to meet this requirement. Thispilot will commence for a three (3) month period after the solution is deployed to four (4) geographically separated
locations. This pilot may also expand to additional customer groups, locations, and/or time length to further test the
military effectiveness of the LOG COP. This would include expanding the pilot to virtualize (net/web enabled) datafrom customer-identified data sources and unstructured open sources into the solution. Additionally, the LOG COP
architecture may include cross domain data and insights to move data seamlessly between unclassified (NIPRNeT)
and classified (SIPRNeT) in a secure cloud environment.
2
TECHNICAL REQUIREMENTS:
The following are minimum requirements that will be demonstrated:
I.
Capabilities:
a. Company solution shall be accessible to provide real-time awareness of combat support (i.e. airfields(geospatial)) / logistics resources to multiple locations and echelons simultaneously.
b. Company shall provide role-based secure collaboration across the logistics enterprise between
agencies, organizations, and teams.

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c.

d.
e.

f.

Company shall deliver enterprise readiness, current operations, and future operations capabilities.
1. Enterprise Readiness – Provides situational (unit readiness, weapon system status) andbattlespace (intelligence, political climates, adversary actions, weather) awareness in real-timeand continuous.
2. Current Operations – Provides visibility of missions (centralized repairs, supply chain,
distribution networks) and operations (contingency and steady state) globally.
3. Future Operations - Provides ability to plan for operations now or anytime in the future,
allows planners to adapt to dynamic situations that arise during currents operations anddevelop courses of actions (COAs).
Company shall deliver the capability for the government users to visualize information (integrated andstored data) that enables the development of courses of action recommendations.
Company shall perform necessary integration with DoD, supplier, carrier and open source data systems
to meet the DoD requirement.
1. Four (4) unclassified integrations to DoD data sources
2. One (1) classified integrations to DoD data sources
Company shall deliver an out-of-the-box unclassified version of Precise Predictive Logistics (P2L),
complete with login credentials. Exhibit A details capabilities of the out-of-the-box unclassified
version of P2L.

II.

Environment:a. Company shall deliver a solution that is accessible on an unclassified network (ex. NIPRNeT) using a
CSP that meets Security Requirements Guide impact level 4 (IL-4). This solution will be virtual andaccessible to identified users via Mozilla Firefox or Chrome web browsers from any terminal with
open internet access.
b. Company shall collaborate with the United States Air Force (USAF) to allow enablement of a solution
to be available on classified (SIPRNeT) networks using CSP IL-6 or using DISA Defense EnterpriseComputing Center (DECC) MIL cloud.
c. Company shall collaborate with government to allow enablement of a solution capable of delivering
unclassified content to NIPRNeT users.
d. Company shall collaborate with the government to provide a solution capable of delivering integrated
classified and unclassified content to SIPRNeT users, and enable the government to pass data andinsights from an unclassified solution to a classified solution.
e. Company shall collaborate with the government to provide a solution that either:ȅ Meets DoD Risk Management Framework (RMF) accreditation requirements and has an
authority to operate (ATO) on DoD SIPRNet, orȅ Achieves an entry on the Air Force/Enterprise/Approved Products Listing (AF/EAPL) and ispermitted to be installed and operate on DoD SIPRNet.

III.

Support:a. Company shall provide user training, remote solution maintenance and remote user support for all four
locations during evaluation period to support testing of the solution and solution releases. User training
shall consist of one (1) 2-hour virtual session for out-of-the-box P2L, one (1) 2-hour virtual session for
the unclassified prototype, and one (1) 2-hour virtual session for the classified prototype.
b. Company shall provide a Company-standard user guide for the solution.
c. Company shall support a bi-weekly project status web meeting to discuss action items and statusthroughout the Period of Performance (PoP). The government may cancel or postpone these calls
based on operational needs. The periodicity of these meetings may be changed at the mutual agreementof the Agreements Officer Representative (AOR) and the company.

IV.

Artifact Deliverables:a. Company shall provide a preliminary development and integration technical report NLT sixty (60)days after project kickoff for the unclassified prototype (through commercial CSP) and the classified
prototype (SIPRNeT, CSP or DISA Defense Enterprise Computing Center (DECC) MIL cloud). This
report will detail any development, if any, on the company’s solution in order to produce acommercially viable and deployable solution. The report will also detail what actions are necessary forW15QKN-17-9-1028
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Page 7 of 28

b.

c.

d.

e.

3

(b) (4)the company and the government in order to integrate and deploy the solution for use by thegovernment.
Company shall deploy their solution and provide a deployment report NLT ninety (90) days after
project kickoff for the unclassified prototype (through CSP IL-4). This report will detail the
deployment status of the solution and detail the prototype testing plan.
Company shall deploy their platform and provide a deployment report NLT one-hundred-and-twenty(120) days after project kickoff for the classified prototype (SIPRNeT: CSP IL-6 or DISA Defense
Enterprise Computing Center (DECC) MIL cloud). This report will detail the deployment status of thesolution and detail the prototype testing plan.
Company shall provide a final report, due within thirty (30) days after the end of the test period. Reportwill detail mission fit and user feedback. Report will also include a summary of user activity broken
down by location, ideal use cases, and samples of completed work.
Company shall provide test periods of ninety (90) days of access to company’s unclassified solution
and an additional ninety (90) days to the classified version.

DELIVERY SCHEDULE:

(b) (4)W15QKN-17-9-1028
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W15QKN-17-9-1028
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Page 9 of 28(b) (4)(b) (4)

6
a.
b.
c.
d.
e.
f.

PLACE OF PERFORMANCE:HQ Pacific Air Forces, Hickam AFB, HI
635 Supply Chain Operations Wing, Scott AFB, IL (location 1)
635 Supply Chain Operations Wing, Langley AFB, VA (location 2)
Air Force Sustainment Center, Tinker AFB, OK
Additional locations TBD at the discretion of DIUx PM and mutual consent of the government andCompany.
Contractor Facility

7
SECURITY:
In order to perform the work, this effort will require the company to have access to government facilities up to thesecret level. Access to military installations and facilities may require a government escort. The government will
provide a DD254 to detail the type and level of access required for the company to perform the aforementioned
work. The Company shall provide cleared personnel to perform work that a security clearance or access to secured
facilities.
No classified work shall be performed prior to a signed DD 254 being incorporated into this agreement throughformal modificaiton.
8
GOVERNMENT FURNISHED EQUIPMENT/MATERIALS (GFE/GFM):
The government will provide the company access to and assist in integration with, the following data sources:
1.
Logistics Information Mission Support-Enterprise View (LIMS-EV)
2.
Deliberate Crisis Action Planning/Execution Segment (DCAPES/Logistics Feasibility Analysis Capability(LOGFAC) (NIPRNeT/SIPRNeT)W15QKN-17-9-1028
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Page 10 of 28
3.
4.

IDE 7/ GTN Convergence
Geospatial Information System

The government shall work with the Company to provide a data mapping of government data sources to required
data fields in the P2L application.
The government shall provide the ability for P2L subscription and unclassified prototype users to access the website
URL provided to the government by the Company (via NIPRNeT).
The government shall provide access to a Defense Intelligence Agency (DIA) approved cross domain capability toenable the passing of unclassified insights from NIPRNeT to SIPRNeT for consumption into the classified prototype
instance.
9
SYSTEM ACCESS:
Access to unclassified (NIPRNeT) government systems and government facilities requires issuance of a Common
Access Card (CAC).
10 APPLICABLE DOCUMENTS:
1) DoD Instruction (DoDI) 8510.01 Risk Management Framework (RMF) for DoD Information Technology(IT) DoD
2) Department of Defense Information Network Approved Products List (DODIN APL)
Exhibit A:
The following capabilities are included with the Out-of-the-box P2L Subscription:
a. A solution that presents a broad and immediate awareness of actual or predicted perturbations in the
supply chain to enable the government to contain, mitigate, and repair the consequences.
b. A configurable solution (user-defined operating picture (UDOP)) which integrates, analyzes, andvisualizes information from multiple disparate data sources, both privately and publicly.
c. A solution that presents on-demand interaction of information using web-based solutions in ways thatis immediately understandable and actionable by operational users.
d. An unclassified web-based solution (to be used by laptop or tablet browsers).

ARTICLE II: TERM
A. The Term of this Agreement(b) (4)B. Early Termination of Agreement Provision
1. Subject to a reasonable determination that the program, or a project funded under the program, will not produce
beneficial results commensurate with the expenditure of resources, the Government may terminate performance ofwork under this OTA, in whole or in part, if the AO determines that a termination is in the Government’s interest.
The AO shall terminate by delivering to the COMPANY a Notice of Termination specifying the extent oftermination and the effective date.
After receipt of a Notice of Termination, and except as directed by the AO, the COMPANY shall immediately
proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
(1) Stop work and direct it subcontractors/vendors/suppliers/partners to stop work as specified in the notice.
(2) Place no further orders for materials, services, or facilities, except as necessary to complete thecontinued portion of the OTA.
(3) Terminate all orders to the extent they relate to the work terminated.

W15QKN-17-9-1028
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Page 11 of 28(4) Assign to the Government, as directed by the AO, all right, title, and interest of the COMPANY under
the orders terminated, in which case the Government shall have the right to settle or to pay any termination
settlement proposal arising out of those terminations.
(5) With approval or ratification to the extent required by the AO, settle all outstanding liabilities andtermination settlement proposals arising from the termination of orders; the approval or ratification will befinal for purposes of this clause.
(6) As directed by the AO, transfer title to the following, where applicable, and deliver to the Government (i) The fabricated or unfabricated parts, work in process, completed work, supplies, and othermaterial produced or acquired for the work terminated; and(ii) The completed or partially completed plans, drawings, information, and other property that, if
the order had been completed, would have been required to be furnished to the Government.
(7) Complete performance of any work not terminated, if applicable.
(8) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of
the property related to this project that is in the possession of the COMPANY and in which theGovernment has or may acquire an interest.
(9) Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred tounder Article II.B. Termination Provisions, (6)(i) and (ii).
The proceeds of any transfer or disposition of project property will be applied to reduce any payments to be made by
the Government under this Agreement, including credited to the price or cost of the work, or paid in any othermanner directed by the AO.
In the event of a termination of this Agreement, the Government shall have patent rights as described in Article IX,
Patent Rights, and rights in Data as described in Article VIII, Data Rights. Failure of the Parties to agree to an
equitable adjustment shall be resolved pursuant to Article V, Disputes.
Nothing in this section shall be construed as a limitation of the rights of either party in the event of a breach ofcontract or default by the other party.
C. Stop Work Clause
As directed by the AO, the COMPANY shall stop all, or any part, of the work called for under this Agreement for aperiod of 90 days after the written order is delivered, and for any further period to which the parties may agree. The
order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the order, theCOMPANY shall immediately comply with its terms and take all reasonable steps to minimize the incurrence ofcosts allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after
a stop-work is delivered, or within any extension of that period to which the parties shall have agreed, the AO shalleither:(a) Cancel the stop-work order; or(b) Terminate the work covered this Agreement.
If a stop work order issued under this clause is canceled, the COMPANY shall resume work. The Government shallmake an equitable adjustment in the delivery schedule or negotiated price, or both, and the Government’s share ofthis Agreement shall be modified, in writing, accordingly, if—W15QKN-17-9-1028
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Page 12 of 28(1) The stop-work order results in an increase in the time required for, or in the cost properly allocable to, theperformance of any part of this Agreement; and(2) The COMPANY asserts its right to the adjustment within 30 days after the end of the period of work stoppage;
provided, that, if the Government decides the facts justify the action, the Government t may receive and act upon a
proposal submitted at any time before final payment under this Agreement.
ARTICLE III: AGREEMENT ADMINISTRATION
Unless otherwise provided in this Agreement, approvals permitted or required to be made by the ACC-NJ
Contracting Activity may be made only by the ACC-NJ Contracting Activity Agreements Officer. Administrativeand contractual matters under this Agreement shall be referred to the following representatives of the parties:(b) (6)

Each party may change its representatives named in this Article by written notification to the other party.

Cognizant Defense Contract Management Agency Office:
DCMA MANASSAS
14501 GEORGE CARTER WAY
2ND FLOOR
CHANTILLY, VA 20151
Cognizant Defense Finance and Accounting Service Office:

DFAS - COLUMBUS CENTER -- HQ0338
SOUTH ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
ARTICLE IV: OBLIGATION AND PAYMENTW15QKN-17-9-1028
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A. Obligation: Except as specified in Article V: Disputes, the Government’s liability to make payments to the
COMPANY is limited only to those funds obligated under this Agreement or by modification to the Agreement. The
ACC-NJ Contracting Activity may incrementally fund this Agreement. If modification becomes necessary inperformance of this Agreement, pursuant to Article IV of this Agreement, the AO and the COMPANY shallestablish and execute a mutually agreed to revised Schedule of Payable Milestones consistent with the current
Project Plan.
B. Project Payments: Project Payments shall be in accordance with the Milestone Payment Schedule in Article I(C).
C. Intentionally left blank.
D. Intentionally left blank.
E. Payable Milestones: The COMPANY shall submit invoices for processing according to the milestone payment
schedule via the Invoice, Receipt, Acceptance, and Property Transfer (iRAPT) application of the Wide Area Work
Flow (WAWF) system, according to the guidelines set forth below. Payments will be made by Defense Finance andAccounting Service, DFAS - COLUMBUS CENTER - HQ0338
SOUTH ENTITLEMENT OPERATIONS.

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)(a) Definitions. As used in this clause—“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit,
activity, or organization.
“Document type” means the type of payment request or receiving report available for creation in Wide Area
WorkFlow (WAWF).
“Local processing office (LPO)” is the office responsible for payment certification when payment certification isdone external to the entitlement system.
(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests andreceiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests andReceiving Reports.
(c) WAWF access. To access WAWF, the Contractor shall—(1) Have a designated electronic business point of contact in the System for Award Management
at https://www.acquisition.gov; and(2) Be registered to use WAWF at https://wawf.eb mil/ following the step-by-step procedures for selfregistration available at this web site.
(d) WAWF training. The Contractor 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 beaccessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb mil/(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data
Interchange, or File Transfer Protocol.

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Page 14 of 28(f) WAWF payment instructions. The Contractor must use the following information when submitting payment
requests and receiving reports in WAWF for this contract/order:(1) Document type. The Contractor shall use the following document type(s):Invoice 2-N-1(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptancelocation(s) in WAWF, as specified by the contracting officer.
DESTINATION/DESTINATION (D/D)(3) Document routing. The Contractor shall use the information in the Routing Data Table below only tofill in applicable fields in WAWF when creating payment requests and receiving reports in the system.
ROUTING DATA TABLE
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

HQ0338Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

HQ0833

Ship To Code

HQ0833Service Approver (DoDAAC)

HQ0833Service Acceptor (DoDAAC)

HQ0833(4) Payment request and supporting documentation. The Contractor shall ensure a payment request
includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered,unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix
F, (e.g. timesheets) in support of each payment request.
(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send
Additional Email Notifications” field of WAWF once a document is submitted in the system.

(b) (6)(g) WAWF point of contact.
(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting
activity’s WAWF point of contact:
OTAINVOICES@diux.mil(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.
(End of clause)

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F. Electronic Fund Transfer: COMPANY must be enrolled in EFT by contacting the paying office designated in theAgreement and requesting Form SF 3881, Automated Clearing House (ACH) Vendor/Miscellaneous Payment
Enrollment Plan. This form must be completed by the COMPANY and the COMPANY's financial institution, andreturned to the paying office. The paying office will complete the process and notify the COMPANY that EFT
enrollment is complete. All payments under this agreement will be held until the COMPANY provides the required
EFT enrollment information.. The CAGE Code and DUNS number for the COMPANY are as follows: CAGE Code:
1UHK0; DUNS number: 021104794. Registration in the System Award for Management (SAM) is mandatory.
G. Limitation of Funds: Except as set forth in Article V, the Government's financial liability will not exceed theamount obligated under this Agreement and available for payment.
H. Intentionally Left Blank.
ARTICLE V: 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
Any disagreement, claim or dispute between the ACC-NJ and the COMPANY concerning questions of fact or law
arising from or in connection with this Agreement, and, whether or not involving an alleged breach of thisAgreement, may be raised only under this Article.
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 this article constitutethe basis for relief under this article unless the Chief of the Contracting Office, ACC-NJ in the interest of justice
waives this requirement.
Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or
misunderstanding by notifying the other Party through the cognizant AO in writing documenting the relevant facts,
identifying unresolved issues, specifying the clarification or remedy sought, and documenting the rationale as towhy the clarification/remedy is appropriate. Within ten (10) working days after providing notice to the other Party,
the aggrieved Party may, in writing, request a decision by the Chief of the Contracting Office, ACC-NJ. The otherParty 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 Chief of the Contracting Office, ACC-NJ, will conduct a review of thematter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such position. Anysuch decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review asprovided by this article.
If requested within thirty (30) calendar days of the decision by the Chief of the Contacting Office, ACC-NJ, further
review will be conducted by the President of the COMPANY Board and the ACC-NJ Director of Contracting. In theevent of a decision, or in absence of a decision within sixty (60) calendar days of referral to the President of the
COMPANY Board and the ACC-NJ Director of Contracting (or such other period as agreed to by the parties), either
party may pursue any right or remedy provided by law. Alternatively, the parties may agree to explore andestablish an Alternate Disputes Resolution procedure to resolve this dispute.

C. Limitation of Liability and Damages

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In no event shall the liability of the COMPANY exceed the funding received for their performance of thisAgreement.
No Party shall be liable to any other Party for consequential, punitive, special and incidental damages or otherindirect damages, whether arising in contract (including warranty), tort (whether or not arising from the negligenceof a Party) or otherwise, except to the extent such damages are caused by a Party's willful misconduct;
Notwithstanding the foregoing, claims for contribution toward third-party injury, damage, or loss are not limited,
waived, released, or disclaimed.

ARTICLE VI: CONFIDENTIAL INFORMATION
A. Definitions“Disclosing Party” means COMPANY, or their subcontractors or suppliers, or the Government who discloses
Confidential Information as contemplated by the subsequent Paragraphs.
“Receiving Party” means COMPANY, or their subcontractors or suppliers, or the Government who receives
Confidential Information disclosed by a Disclosing Party.
“Confidential Information” means information and materials of a Disclosing Party which are designated asconfidential or as a Trade Secret in writing by such Disclosing Party, whether by letter or by use of an appropriate
stamp or legend, prior to or at the same time any such information or materials are disclosed by such Disclosing
Party to the Receiving Party. Notwithstanding the foregoing, materials and other information which are orally,visually, or electronically disclosed by a Disclosing Party, or are disclosed in writing without an appropriate letter,stamp, or legend, shall constitute Confidential Information or a Trade Secret if such Disclosing Party, within thirty(30) calendar days after such disclosure, delivers to the Receiving Party a written document or documents describing
the material or information and indicating that it is confidential or a Trade Secret, provided that any disclosure of
information by the Receiving Party prior to receipt of such notice shall not constitute a breach by the Receiving
Party of its obligations under this Paragraph. “Confidential Information” includes any information and materials
considered a Trade Secret by the COMPANY on its own behalf or on behalf of their subcontractors or suppliers.
“Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering orotherwise proprietary information, including, but not limited to, patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible orintangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically,
photographically, or in writing if:(a) The owner thereof has taken reasonable measures to keep such information secret; and(b) The information derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable through proper means by, the public.
B. Exchange of Information: The Government may from time to time disclose Government Confidential
Information to the COMPANY and its subcontractors or suppliers, in connection with a particular project, and the
COMPANY and its subcontractors or suppliers, may from time to time disclose information that is Trade Secret or
Confidential Information to the Government in connection with the OTA or performance thereunder. Neither theGovernment nor COMPANY or their subcontractors or suppliers shall be obligated to transfer Confidential
Information or Trade Secrets independently developed by the Government or the COMPANY or theirsubcontractors or suppliers, absent an express written agreement between the Parties providing the terms andconditions for such disclosure.
C. Confidentiality and Authorized Disclosure: The Receiving Party agrees, to the extent permitted by law, that
Confidential Information and Trade Secrets shall remain the property of the Disclosing Party (no one shall disclose
unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential

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Information and Trade Secrets shall not be disclosed, divulged, or otherwise communicated by it to third parties orused by it for any purposes other than in connection with specified project efforts and the licenses granted in Article
IX, Patent Rights, and Article VIII, Data Rights, provided that the duty to protect such “Confidential Information”
and “Trade Secrets” shall not extend to materials or information that:(a) Are received or become available without restriction to the Receiving Party under a proper, separate
agreement,(b) Are not identified with a suitable notice or legend per Article entitled "Confidential Information"
herein,(c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at thetime of disclosure thereof as demonstrated by prior written records,(d) Are or later become part of the public domain through no fault of the Receiving Party,(e) Are received by the Receiving Party from a third party having no obligation of confidentiality to theDisclosing Party that made the disclosure,(f) Are developed independently by the Receiving Party without use of Confidential Information or Trade
Secrets as evidenced by written records,(g) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has
provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek aprotective order or otherwise prevent disclosure of such information.
D. Return of Proprietary Information: Upon the request of COMPANY, the Government shall promptly return all
copies and other tangible manifestations of the Confidential Information or Trade Secrets disclosed. Upon request
by the Government, COMPANY shall promptly return all copies and other tangible manifestations of theConfidential Information disclosed by the Government. As used in this section, tangible manifestations include
human readable media as well as magnetic and digital storage media.
E. Term: Except to the extent covered by and subject to other provisions of this Agreement or the specific Project
Agreement, the obligations of the Receiving Party under this Article shall continue for a period of five (5) years
after the expiration or termination of this Agreement.
The Government and the COMPANY shall flow down the requirements of this Article VI to their respective
personnel, agents, partners, and team members receiving such Confidential Information or Trade Secrets under thisOTA.

ARTICLE VII: PUBLICATION AND ACADEMIC RIGHTS
A. Use of Information: Subject to the provisions of Article VI, Confidential Information, and Article VII,
Publication and Academic Rights at paragraph 9.2, the COMPANY and the Government shall have the right topublish or otherwise disclose information and/or data developed by the Government and/or the respective
COMPANY under this Agreement. The COMPANY and the Government (and its employees) shall include anappropriate acknowledgement of the sponsorship of the Research Projects by the Government and the COMPANY
in such publication or disclosure. The Parties shall have only the right to use, disclose, and exploit any such data
and Confidential Information or Trade Secrets in accordance with the rights held by them pursuant to thisAgreement. Notwithstanding the above, the Parties shall not be deemed authorized by this paragraph 9.1, alone, todisclose any Confidential Information or Trade Secrets of the Government or the COMPANY.
B. Classified Research Projects: If a release of Confidential Information or Trade Secrets is for a classified Research
Project, the provisions of the DoD Security Agreement (DD Form 441), Certificate Pertaining to Foreign Interests

W15QKN-17-9-1028
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Page 18 of 28(SF 328), and the DoD Contract Security Classification Specification (DD Form 254) apply. The Government will
be responsible for the completion of the DD Form 254. The COMPANY member must complete the DD Form 441
and SF 328 and provide them to the Government through for review by the proper Government representatives, theIndustrial Security Representative at the cognizant Defense Security Service (DSS) office for DD Form 441 and SF
328 and the VRA’s local Security office for the DD Form 254.
C. Review or Approval of Technical Information for Public Release.
(a) At least 30 days prior to the scheduled release date, COMPANY shall submit to the AO two copies of
the information to be released along with Clearance of Technical Information for Public Release Form
INME-PIC-IM Form 3002, 1 MAR 2011, who will route the information to the AOR and other appropriate
parties for review and approval.
The AOR is hereby designated as the approval authority for the AO for such releases.
(b) Where the COMPANY has Academic Research Institutions performing fundamental research on
campus, the COMPANY shall require the same to provide papers and publications for provision to the
AOR, through the AO, for review and comment 30 days prior to formal paper/publication submission.
However, if that Academic Research Institution incorporates into its research results or publications
artifacts produced by and provided to these institutions by the COMPANY on behalf of other noneducational institutions or has authors listed on the paper who are not employees or students of the
Academic Research Institution then the procedures in PARAGRAPH (a) ABOVE must be followed.
(c) Parties to this Agreement are responsible for assuring that an acknowledgment of government support
will appear in any publication of any material based on or developed under this OTA, using the following
acknowledgement terms:“Effort sponsored by the U.S. Government under Other Transaction number W15QKN-17-9-1028
between the TransVoyant LLC and the Government. The U.S. Government is authorized toreproduce and distribute reprints for Governmental purposes notwithstanding any copyrightnotation thereon.”(d) Parties to this Agreement are also responsible for assuring that every publication of material based onor developed under this project contains the following disclaimer:“The views and conclusions contained herein are those of the authors and should not beinterpreted as necessarily representing the official policies or endorsements, either expressed or
implied, of the U.S. Government.”
The COMPANY shall flow down these requirements to its partners and team members, at all tiers.
D. Filing of Patent Applications. During the course of any such thirty (30) calendar day period, the COMPANY
and/or the Government shall provide notice to the AO as to whether it desires that a patent application be filed onany invention disclosed in such materials. In the event that a COMPANY and/or the Government desires that such apatent be filed, the COMPANY or the Government proposing to publish or disclose such materials agrees towithhold publication and disclosure of such materials until the occurrence of the first of the following:(a) Filing of a patent application covering such invention, or(b) Written agreement, from the AO and the COMPANY that no patentable invention is disclosed in suchmaterials.
(c) Further, during the course of any such thirty (30) calendar day period, the COMPANY shall notify the
AO and the Government if it believes any of its Confidential Information or Trade Secrets have been
included in the proposed publication or disclosure and shall identify the specific Confidential Information

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or Trade Secrets that need to be removed from such proposed publication. The Government and the
COMPANY agree to remove from the proposed publication or disclosure all such Confidential Informationor Trade Secrets so identified by the COMPANY.

ARTICLE VIII: DATA RIGHTSA.
Definitions“Commercial Computer Software” as used in the Article is defined in DFARS 252-227-7014(a)(1) (Jun 1995).
“Commercial Computer Software License” means the license terms under which Commercial Computer Software issold or offered for sale, lease or license to the general public.
“Computer Data Base” as used in this Agreement, means a collection of data recorded in a form capable of being
processed by a computer. The term does not include computer software.
“Computer program” as used in this Agreement means a set of instructions, rules, or routines in a form that is
capable of causing a computer to perform a specific operation or series of operations.
“Computer software” as used in this Agreement means computer programs, source code, source code listings,
object code listings, design details, algorithms, processes, flow charts, formulae and related material that would
enable the software to be reproduced, recreated or recompiled. Computer software does not include computer databases or computer software documentation.
“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating
instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer
software or provide instructions for using the software.
“Data” as used in this Article of this Agreement, means computer software, computer software documentation, form,
fit and function data, and technical data as defined in this Article.
“Form, fit and function data” means technical data that describes the required overall physical, functional andperformance characteristics (along with the qualification requirements, if applicable) of an item, component, or
process to the extent necessary to permit identification of physically and functionally interchangeable items.
“Government purpose rights” means the rights to use, modify, duplicate or disclose the “Data” licensed with suchrights under this Agreement within the Government for United States Government purposes only; and to release or
disclose data outside the Government to any authorized persons pursuant to an executed non-disclosure agreement
for such persons’ use, modification, or reproduction for United States Government purposes only. United States
Government purposes include Foreign Military Sales purposes and competitive re-procurement.
“Limited rights” as used in this Article is as defined in DFARS 252.227-7013(a)(14).
“Restricted rights” as used in this Article is as defined in DFARS 252.227-7014(a)(15).
“Specially Negotiated License Rights” are those rights to Data that have been specifically negotiated between the
Government and the COMPANY.
“Technical data” means recorded information, regardless of the form or method of the recording, of a scientific ortechnical nature (including computer software documentation). The term does not include computer software or data
incidental to contract administration, such as financial and/or management information.
“Unlimited rights” means the rights to use, modify, duplicate, release, or disclose Data, in whole or in part, in any
manner, and for any purpose whatsoever, and to have or authorize others to do so.

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B. Data Categories:
1. Category A is Data developed and paid for totally by non-governmental funds, whether pre-existing or
concurrently developed proprietary data, trade secret data, or data related to COMPANY products. The COMPANY
retains all rights to Category A Data.
2. Category B is any Data developed under this Agreement, using Government funds, which cannot be disclosed
without compromising the Category A data.
3. Category C is any COMPANY developed Data, excluding Category A and B data, developed during theperformance of work under this Agreement.
4. Category D is third party proprietary data used in performance of work under this Agreement, including but notlimited to, technical data, software, trade secrets and mask works.
Any Data developed outside of this Agreement with Government funding in whole or in part under a Government
agreement, contract or subcontract shall have the rights negotiated under such prior agreement, contract or
subcontract; the Government shall get no additional rights in such Data under this Agreement.
C.

Allocation of Principal Rights

1.
The parties agree that in consideration for the Government’s funding, and in lieu of any Government rights
to Category A, B or D data (except as contained in paragraph 4 below), the COMPANY intends to reduce topractical application materials and processes developed under this Agreement.
2.
No deliveries to the Government of Category A and B data are contemplated or required under thisAgreement. The Government reserves the right to negotiate certain rights in Category A and B data with the ownerof the data.
3.
Data.

The Government shall have immediate and irrevocable Government Purpose Rights to all Category C

4.
The COMPANY shall deliver third-party computer software, Category D data, as required for the
performance or operation of other computer software required to be delivered in the performance of this Agreement,with such rights as it is able to negotiate with the software vendor.
5.
Data that will be delivered, furnished, or otherwise provided to the Government under this Agreement, inwhich the Government has previously obtained rights, shall be delivered, furnished, or provided with the preexisting rights, unless (a) the parties have agreed otherwise, or (b) any restrictions on the Government’s rights touse, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.
D.
(b) (4)

Identification of Principal Rights.

W15QKN-17-9-1028
P00002(b) (4)E.
Marking of Data: Any Data delivered under this Agreement shall be marked with the following legend:“This data is being delivered as Category (insert category) Data, as defined in Agreement W15QKN-17-9-1028.
Use, duplication, or disclosure is subject to the restrictions as stated in Agreement W15QKN-17-9-1028 between the
COMPANY and the Government.”
In the event that the COMPANY learns of a release to the Government of its unmarked Data that should havecontained a restricted legend, the COMPANY will have the opportunity to cure such omission going forward by
providing written notice to the AO within six (6) months of the erroneous release.
F. Prior Technology
1. In the event it is necessary for the COMPANY to furnish the Government with Data which existed prior to, or
was produced outside of this Agreement, and such Data embodies trade secrets or comprises commercial or financial
information which is privileged or confidential, and such Data is so identified with a suitable notice or legend, theData will be maintained in confidence and disclosed and used by the Government and such Government Contractors
or contract employees that the Government may hire on a temporary or periodic basis only for the purpose ofcarrying out the Government’s responsibilities under this Agreement. Data protection will include proprietarymarkings and handling, and the signing of nondisclosure agreements by such Government Contractors or contract
employees. The COMPANY shall not be obligated to provide Data that existed prior to, or was developed outside ofthis Agreement to the Government. Upon completion of activities under this Agreement, such Data will be disposedof as requested by the COMPANY.
2.Oral and Visual Information: If information which the COMPANY considers to embody trade secrets or tocomprise commercial or financial information which is privileged or confidential is expressly disclosed orally orvisually directly to the Government, the exchange of such information must be memorialized in tangible, recorded
form and marked with a suitable notice or legend, and furnished to the Government within thirty (30) calendar days
after such oral or visual disclosure, or the Government shall have no duty to limit or restrict, and shall not incur any
liability for any disclosure and use of such information. If the Government reasonably determines that the
memorialization of the exchange is insufficiently detailed to enable it to identify the privileged or confidential
information, COMPANY shall provide addition detail at the Government’s request, subject to restrictions on use anddisclosure.
3. Disclaimer of Liability: Notwithstanding the above, the Government shall not be restricted in, nor incur any
liability for, the disclosure and use of:(a) Data not identified with a suitable notice or legend as set forth in this Article; nor

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Page 22 of 28(b) Information contained in any Data for which disclosure and use is restricted, if such information is or becomesgenerally known without breach of the above, is properly known to the Government or is generated by theGovernment independent of carrying out responsibilities under this Agreement, is rightfully received from a third
party without restriction, or is included in Data which the COMPANY has furnished, or is required to furnish to theGovernment without restriction on disclosure and use.
Notwithstanding F.3.(a) of this Article above, if the COMPANY cures the omission of the suitable notice or legend,
the restrictions, and related liability for disclosure and use of such information shall apply after cure unless it is thenunrestricted under F.3(b) of this Article above.
G. Copyright
The COMPANY reserves the right to protect by copyright works developed under this Agreement. All such
copyrights will be in the name of the COMPANY or the author, as determined by COMPANY policies. The
COMPANY hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, fully paid-up
license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display
publicly, for governmental purposes, any copyrighted materials developed (excluding Data) under this Agreement towhich it owns the copyright, and to authorize others to do so.
H. Lower Tier Agreements
The COMPANY shall include this Article, suitably modified to identify the parties, in all, subcontracts or lower tieragreements, regardless of tier, or experimental, developmental, or research work.
I. Survival Rights
Provisions of this Article shall survive termination of this Agreement.
ARTICLE IX: PATENT RIGHTS
A. Definitions“Invention” means any invention or discovery which is or may be patentable or otherwise protectable under Title 35of the United States Code.
“Made” when used in relation to any invention means the conception or first actual reduction to practice of suchinvention.
“Practical application” means to manufacture, in the case of a composition of product; to practice, in the case of aprocess or method, or to operate, in the case of a machine or system; and in each case, under such conditions as toestablish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law orGovernment regulations, available to the public on reasonable terms.
“Subject invention” means any invention of the COMPANY conceived or first actually reduced to practice in theperformance of work under this Agreement.
"Background Invention" means any invention made by the COMPANY, or their subcontractors of any tier, prior toperformance of the Agreement or outside the scope of work performed under this Agreement.
B. Allocation of Principal Rights
The COMPANY shall retain the entire right, title, and interest throughout the world to each subject invention
consistent with the provisions of this Article, and 35 U.S.C § 202. With respect to any subject invention in which the
COMPANY retains title, the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license

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to practice or have practiced on behalf of the United States the subject invention throughout the world. The
COMPANY may elect to provide full or partial rights that it has retained to other parties.
C. Invention Disclosure, Election of Title, and Filing of Patent Application
1. The COMPANY shall disclose each subject invention to the Government within four (4) months after theinventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to theGovernment shall be in the form of a written report and shall identify the Agreement under which the invention wasmade 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 for
publication and, if so, whether it has been accepted for publication at the time of disclosure.
2. If the COMPANY determines that it does not intend to retain title to any such invention, the COMPANY shallnotify the AO, in writing, within nine (9) months of disclosure to the ACC-NJ Contracting Activity. However, in
any case where public disclosure by the inventor has initiated the one (1) year statutory period wherein valid patent
protection can still be obtained in the United States, the period for such notice shall be in no event less than 60 days
prior to the one (1) year statutory bar date.
3. The COMPANY 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 a publication, or sale, or public use. The COMPANY
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 patentapplications, where such filing has been prohibited by a Secrecy Order.
4. After considering the position of the COMPANY, a request for extension of the time for disclosure election, andfiling under this Article IX, paragraph C, may be approved by ACC-NJ Contracting Activity, which ACC-NJ
approval shall not be unreasonably withheld.
D: Conditions When the Government May Obtain Title
Upon the Government’s written request, the COMPANY shall convey title to any Subject Invention to theGovernment under any of the following conditions:
1. If the COMPANY fails to disclose (and does not correct such failure within thirty (30) days after notice of such
failure from the Government) or elects not to retain title to the Subject Invention within the times specified in Article
IX, paragraph C.; provided, that the Government may only request title within sixty (60) calendar days after learningof the failure of the COMPANY to disclose or elect within the specified times.
2. In those countries in which the COMPANY fails to file patent applications within the times specified in Article
IX. paragraph C; provided, that if the COMPANY has filed a patent application in a country after the times specified
in Article IX, paragraph C, but prior to its receipt of the written request by the Government, the COMPANY shallcontinue to retain title in that country; or
3. In any country in which the COMPANY 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.
E: Minimum Rights to the COMPANY and Protection of the COMPANYs Right to File:
1. The COMPANY shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention
to which the Government obtains title. The COMPANY license extends to the domestic (including Canada)
subsidiaries and affiliates, if any, within the corporate structure of which the COMPANY is a party and includes theright to grant licenses of the same scope to the extent that the COMPANY was legally obligated to do so at the time

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the Agreement was awarded. The license is transferable only with the approval of the Government, except whentransferred to the successor of that part of the business to which the invention pertains. The Government approval
for license transfer shall not be unreasonably withheld.
2. The COMPANY domestic license may be revoked or modified by the Government to the extent necessary toachieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive licensesubmitted consistent with appropriate provisions at 37 CFR Part 401. This license shall not be revoked in that fieldof use or the geographical areas in which the COMPANY has achieved practical application and continues to makethe benefits of the invention reasonably accessible to the public. The license in any foreign country may be revokedor modified at the discretion of the Government to the extent the COMPANY, its licensees, or the subsidiaries oraffiliates have failed to achieve practical application in that foreign country.
3. Before revocation or modification of the license, the Government shall furnish the COMPANY a written noticeof its intention to revoke or modify the license, and the COMPANY shall be allowed thirty (30) calendar days (orsuch 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.
F. Action to Protect the Governments Interest:
1. The COMPANY agrees to execute or to have executed and promptly deliver to the Government all instruments
necessary to: 1. establish or confirm the rights the Government has throughout the world in those Subject Inventions
to which the COMPANY elects to retain title; and 2. convey title to the Government when requested under this
Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.
2.
The COMPANY agrees to require, by written agreement, its employees, other than clerical andnontechnical employees, to disclose promptly in writing to personnel identified, as responsible for the administrationof patent matters, and in a format suggested by the COMPANY, each Subject Invention made under this Agreement
in order that the COMPANY can comply with the disclosure provisions under this Article. The COMPANY shallinstruct employees, through employee agreements or other suitable educational programs, on the importance ofreporting inventions in sufficient time to permit the filing of patent applications prior to U. S. or foreign statutorybars.
3. The COMPANY shall notify the Government of any decisions not to continue the prosecution of a patentapplication, 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.
4. The COMPANY shall include, within the specification of any United States patent application and any patentissuing thereon covering a Subject Invention, the following statement: “This invention was made with Government
support under Agreement No. W15QKN-17-9-1028 awarded by USACC-NJ. The Government has certain rights in
the invention.”
G. Lower Tier Agreements: The COMPANY shall include this Article, suitably modified, to identify the Parties, inall subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.
H. Reporting on Utilization of Subject Inventions: The COMPANY agrees to submit, during the term of theAgreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization thatare being made by the COMPANY or licensees or assignees of the inventor. Such reports shall include information
regarding the status of development, date of first commercial sale or use, gross royalties received by the
COMPANY, and such other data and information as the agency may reasonably specify. The COMPANY also
agrees to provide additional reports as may be requested by the Government in connection with any march-inproceedings undertaken by the Government in accordance with paragraph G of this Article. Consistent with 35
U.S.C. 206, the Government agrees it shall not disclose such information to persons outside the Government without
permission of the COMPANY.

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I. Preference for American Industry: Notwithstanding any other provision of this Article, the COMPANY agrees
that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States or
Canada 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 or Canada. However, in individual
cases, the requirements for such an agreement may be waived by the Government upon a showing by the
COMPANY 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.
ARTICLE X: FOREIGN ACCESS TO TECHNOLOGY AND EXPORT CONTROL
1. Foreign Access to Technology
This Article X shall remain in effect during the term of this Agreement.
A. Definitiona) “Foreign Firm or Institution” means a firm or institution organized or existing under the laws of acountry other than the United States, its territories, or possessions. The term includes, for purposes of thisAgreement, any agency or instrumentality of a foreign government; and firms, institutions or businessorganizations which are owned or substantially controlled by foreign governments, firms, institutions, orindividuals.
b) “Know-How” means all information including, but not limited to discoveries, formulas, materials,
inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs,
documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus andmachines.
c) “Technology” means discoveries, innovations, Know-How and inventions, whether patentable or not,including computer software, recognized under U.S. law as intellectual creations to which rights ofownership accrue, including, but not limited to, patents, trade secrets, mask works, and copyrights
developed under this Agreement.
B. General: The Parties agree that research findings and technology developments arising under thisAgreement 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 thisAgreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated inthis Article are in addition to, and are not intended to change or supersede, the provisions of theInternational Traffic in Arms Regulation (22 CFR Part 121 et seq.), the DoD Industrial Security
Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR Part 770 etseq.)

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C. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutionsa) In order to promote the national security interests of the United States and to effectuate thepolicies that underlie the regulations cited above, the procedures stated in subparagraphs C(b),C(c), and C(d) below shall apply to any transfer of Technology. For purposes of this paragraph, atransfer includes a sale of the company, and sales or licensing of Technology. Transfers do notinclude:(i) sales of products or components, or(ii) licenses of software or documentation related to sales of products or components, or(iii) transfer to foreign subsidiaries of the COMPANY member entities for purposes
related to this Agreement, or(iv) 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 thisAgreement provided that such transfer shall be limited to that necessary to allow the firm
or institution to perform its approved role under this Agreement.
(v) releases pursuant to Article VII hereof ("Publication and Academic Rights")b) The COMPANY shall provide timely notice to the Government of any proposed transfers ofTechnology developed under this Agreement to Foreign Firms or Institutions. If the Government
determines that the transfer may have adverse consequences to the national security interests of theUnited States, the COMPANY and the Government shall jointly endeavor to find alternatives tothe proposed transfer which obviate or mitigate potential adverse consequences of the transfer but
which provide substantially equivalent benefits to the COMPANY.
c) In any event, the COMPANY shall provide written notice to the Government AO’s
Representative 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 shallstate specifically what is to be transferred and the general terms of the transfer. Within thirty (30)
calendar days of receipt of the COMPANY’s written notification, the Government AO shalladvise the COMPANY whether it consents to the proposed transfer. In cases where theGovernment does not concur or if within sixty (60) calendar days after its receipt the Government
has provided no decision, the COMPANY may utilize the procedures under Article V, Disputes.
No transfer shall take place until a decision is rendered.
d) In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approvedby the government takes place, the COMPANY shall (a) refund to the Government those funds
paid under this OTA for the development of the Technology and (b) provide to the Government a
non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalfof the United States the Technology throughout the world for Government and any and all otherpurposes, particularly to effectuate the intent of this Agreement. Upon request of the Government,
the COMPANY shall obtain and provide written confirmation of such licenses.
D) Lower Tier Agreements
The COMPANY shall include this Article, suitably modified, to identify the Parties, in all Project
Agreements or lower tier agreements, regardless of tier, for experimental, developmental, or
research work.
2. Export Control

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A. Export Compliance.
Each Party agrees to comply with U.S. Export regulations including, but not limited to, the requirements of
the Arms Export Control Act, 22 U.S.C. § § 2751-2794, including the International Traffic in Arms
Regulation (ITAR), 22 C.F.R. § 120 et seq. ; and the Export Administration Act, 50 U.S.C. app. § 24012420. Each party is responsible for obtaining from the Government export licenses or otherauthorizations/approvals, if required, for information or materials provided from one party to another under
this Agreement. Accordingly, the COMPANY shall not export, directly, or indirectly, any products and/or
technology, Confidential Information, Trade Secrets, or Classified and Unclassified Technical Data inviolation of any U.S. Export laws or regulations.
B. Flowdown.
The COMPANY shall include this Article, suitably modified, to identify all Parties, in all lower tieragreements. This Article shall, in turn, be included in all sub-tier subcontracts or other forms of lower tieragreements, regardless of tier.
ARTICLE XI: OPSEC(a) Access and General Protection/Security Policy and Procedures. All contractor employees, including
subcontractor employees, shall comply with all installation and facility access and local security policies
and procedures (provided by Government representative), and security/emergency management exercises.
The contractor shall also provide all information required for background checks to meet installation accessrequirements to be accomplished by the Installation Provost Marshal Office, Director of Emergency
Services, or Security Office. The contractor workforce shall comply with all personal identity verification
and accountability requirements as directed by DoD, HQDA, and/or local policy. Should the Force
Protection Condition (FPCON) at any individual facility or installation change, the Government may
require changes in contractor security matters or processes. During FPCONs Charlie and Delta,
services/installation access may be discontinued/postponed due to higher threat. Services will resume
when FPCON level and/or threat is reduced to an acceptable level as determined by the Installation
Commander. Contractor person working on an installation shall participate in the installation Random
Antiterrorism Measures Program as directed. Contractor shall be subject to and comply with vehicle
searches, wearing of ID badges, etc.
(b) iWatch (See Something, Say Something) Training: All contractor employees, including subcontractor
employees, shall receive training and participate in the local iWATCH program (training standards
provided by the requiring activity ATO). This locally developed training will be used to inform employeesof the types of behavior to watch for and instruct employees to report suspicious activity to the AOR. This
training shall be completed within 45 calendar days after contract start date or effective date ofincorporation of this requirement into the contract, whichever applies, and then annually thereafter. The
contractor shall submit certificates of completion for each affected contractor employee and subcontractor
employee to the AOR within 14 calendar days after completion of training by all employees andsubcontractor personnel.
(c) Access to DoD Facility or Installation: All contractor employees, including subcontractor employees, shallcomply with adjudication standards and procedures using the National Crime Information Center Interstate
Identification Index (NCIC-III) and Terrorist Screening Database (Army Directive 2014-05/AR 190-13);
applicable installation, facility and area commander installation and facility access and local security
policies and procedures (provided by the AOR).
(d) Information Management Army Information Technology/IA: The contractor shall be capable of accessing,handling, receiving and storing UNCLASSIFIED documents, equipment, hardware and test items using
thee applicable standards of For Official Use Only (FOUO) information. All Controlled Unclassified

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Information (documents designated as FOR OFFICIAL USE ONLY and/or LIMITED DISTRIBUTION)
shall be submitted by a controlled means using UPS mail, Safe Access File Exchange (SAFE) website
and/or DoD Army approved encryption software as per AR 25-1.
(e) For Official Use Only Information (FOUO) and Controlled Unclassified Information (CUI): Contract
personnel shall be capable of accessing, handling, receiving and storing UNCLASSIFIED documents,
equipment, hardware and test items using applicable standards of FOUO and CUI.
(f) OPSEC Training: In accordance with AR 530-1 (or DoDM 5205.02-M), new contractor employees,
including subcontractor employees, shall complete initial OPSEC training within 30 calendar days of awardand must also complete annual OPSEC awareness as provided by the appropriately designated OPSEC
level II trained OPSEC Officer/Coordinator. The contractor shall arrange training through the AOR.
(g) Public Release of Information: In accordance with AR 530-1 (or DoDM 5205.02-M), an OPSEC review
will be performed by the Government prior to all public release of information. All Government
information intended for public release by a contractor shall undergo a Government OPSEC review prior torelease. The OPSEC review will be performed as part of the Public Review Process described in Article
VII.
ARTICLE XII: TITLE AND DISPOSITION OF PROPERTY
A. Definitions
In this Article, “property” means any tangible personal property other than property actually consumed during theexecution of work under this Agreement.
B. Title to Property
No significant items of property are expected to be acquired under this Agreement by the COMPANY. Title to any
item of property valued $10,000 or less that is acquired by the COMPANY in performance of the Prototype Project
covered by this Agreement shall remain with the COMPANY with no further obligation of the Parties unlessotherwise determined by the AO. Should any item of property with an acquisition value greater than $10,000 be
required, the COMPANY shall obtain prior written approval of the AO. Title to this property shall also remain with
the COMPANY. The COMPANY shall be responsible for the maintenance, repair, protection, and preservation of
all such property at its own expense. Property acquired pursuant to this clause shall not be considered as in exchange
for services in performance of the project, but shall be considered a Government contribution to the project.
ARTICLE XIII: 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 tothe subject matter hereof. This Agreement may be revised only by written consent of the COMPANY and the ACCNJ Agreements Officer designated in this Agreement. By executing this agreement, the COMPANY affirms that it
is a non-traditional defense contractor and, as a result, is eligible to be awarded this Agreement.

(End of Summary of Changes)

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SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been added by full text:
CONTINUATION SHEETEXECUTIVE SUMMARY
This modification serves the following purposes:
1) Extend the Period of Performance (PoP) end-date to 28-September 2018.
2) Revise the Statement of Work to adjust Delivery Dates and Milestone Payment Dates in accordance with new
PoP end-date.
3) Revise SOW paragraph 2(IV)(e) to change the test period from 90 days to a period of 30-90 days.
4) Add the following statement to provide for a potential follow-on production contract or agreement:"In accordance with 10 U.S.C. 2371b(f), should the prototype solution which is the subject of the scope of thisprototype Other Transaction Agreement be determined to be successfully completed, it is the intention of DIUx and
ACC-NJ to award an agreement or contract for follow-on production to the party named herein as the "Company",
without further competition. The production agreement or contract shall be scaled to the entirety of the DoD
enterprise and shall have a total ceiling against which orders can be placed. It is estimated that the ceiling of may be
up to $100,000,000.00."
Modification P00004 to Other Transaction Agreement (OTA) W15QKN-17-9-1028 is hereby entered into mutual
agreement between TransVoyant and the Government under the terms set forth in the base OTA and under the
Authority of 10 U.S.C §2371b.
This modifivation is executed at no additional cost to the Government. All other terms and conditions remainunchanged.

SECTION B - SUPPLIES OR SERVICES AND PRICES(b) (4)

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(b) (4)

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The following have been modified:
TERMS AND CONDITIONSAGREEMENT BETWEENUNITED STATES ARMY CONTRACTING COMMAND – NEW JERSEYPICATINNY ARSENAL, NJ 07806-5000
AND
TransVoyant LLC
5845 Richmond Highway, Suite 600
Alexandria, VA 22303-1868

Agreement No.: W15QKN-17-9-1028
Total Amount of the Agreement: $500,000
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016 National Defense Authorization Act.

In accordance with 10 U.S.C. 2371b(f), should the prototype solution which is the subject of the scope of thisprototype Other Transaction Agreement be determined to be successfully completed, it is the intention of DIUx and
ACC-NJ to award an agreement or contract for follow-on production to the party named herein as the "Company",
without further competition. The production agreement or contract shall be scaled to the entirety of the DoD
enterprise and shall have a total ceiling against which orders can be placed. It is estimated that the ceiling of may be
up to $100,000,000.00.

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TABLE OF CONTENTS
ARTICLESARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIIIARTICLE IX
ARTICLE X
ARTICLE XIARTICLE XIIARTICLE XIII

Scope of the Agreement
Term
Agreement Administration
Obligation and Payment
Disputes
Confidential Information
Publication and Academic Rights
Data Rights
Patent Rights
Foreign Access to Technology and Export Control
OPSEC
Title and Disposition of Property
Execution

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ARTICLE I:SCOPE OF THE AGREEMENT

A. Background
This Other Transaction Agreement (OTA) is awarded based upon the prototype project proposed by TransVoyant
LLC, hereinafter referred to as “The Company” or “TransVoyant” in response to the Defense Innovation Unit –Experimental (DIUx) Commercial Solutions Offering (CSO). The principle purpose of this OTA will be to provide
visibility into the vast amount of public, private, and open source data associated with, and that have the potential toimpact, Department of Defense (DoD) supply chain pipelines.
B. Definitions“Agreement” or "OTA" refers to the Other Transaction Agreement, as authorized under 10 U.S.C. 2371b, between
the Government and TransVoyant LLC Agreement No. W15QKN-17-9-1028.
“Agreements Officer (AO)” is the United States Army Contracting Command – New Jersey Contracting Activity
warranted Contracting Officer authorized to sign the final agreement for the Government.
“Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per project basis
to monitor all technical aspects; the AOR shall only assist in agreement administration of the specific project to theextent expressly delegated such administration authority in writing in the Project Agreement by the responsible
Agreements Officer.
“Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority
regarding acquisition functions. It also means elements or another agency designated by the director of a defense
agency which has been delegated contracting authority through its agency charter.
“Date of Completion” is the date on which all work is completed or the date on which the period of performanceends.
“Development” means the systematic use, under whatever name, of scientific and technical knowledge in the design,development, test, or evaluation of an existing or potential new technology, product or service (or of an
improvement in an existing technology, product or service) for the purpose of meeting specific performancerequirements or objectives. Development includes the research functions of design engineering, prototyping, andengineering testing.
“Effective Date” means the date when this Agreement is signed and executed by the Agreements Officer for theGovernment.
“Government” means the U.S. Government.
“Government Fiscal Year” means the period commencing on October 1 and ending September 30 of the following
calendar year.
“Milestone” means a scheduled event signifying the completion of a major deliverable or a set of relateddeliverables as identified in the Statement of Work
“Other Transactions Agreement (OTA)” is the term commonly used to refer to the 10 USC 2371b authority to enter
into transactions other than contracts, grants or cooperative agreements. The Department of Defense (DoD)
currently has authority to make awards that are directly relevant to enhancing the mission effectiveness of military
personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by
the Department of Defense, or to improvement of platforms, systems, components, or materials in use by the armed
forces. OTAs are acquisition instruments that generally, are not subject to the federal laws and regulations governing
procurement (FAR based) contracts. As such, they are not required to comply with the Federal Acquisition
Regulation (FAR), its supplements (i.e. DFARS) or laws that are limited in applicability to procurement contracts.

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Page 8 of 31“Parties” means Government and the COMPANY by its authorized agent where collectively identified and “Party”
where each entity is individually identified.
“Payable Milestone” means that once a milestone has been met (see definition of “milestone”), the Government canapprove payment to the COMPANY of a predetermined dollar amount in relation to performance of a particular
project under the Other Transaction Agreement.
“Program” means the overall effort to be funded by the Agreement, which is described in the Statement of Workappended to this Agreement as Attachment I.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope
STATEMENT OF WORK (SOW)
for
Precise Predictive Logistics (P2L) Pilot
1

BACKGROUND

The Department of Defense (DoD) lacks visibility into the vast amount of public, private, and open source dataassociated with and that has the potential to impact DoD supply chain pipelines. When the supply chain is disrupted,
the DoD is often unaware these disruptions have occurred until hours, days, or even weeks afterward, and does nothave the information, visibility, and analytics to effectively react to those disruptions.
Specifically, the government does not have the ability to make timely, informed, authoritative logistics decisions tokeep pace with simultaneous, multi-theater operations, planning, and execution, creating risk-to-force and risk-tomission. The government is currently supporting global operations using over 300 disparate legacy data systems,with manual workarounds across multiple data definitions, libraries, and hosting environments. The government
requires a logistics common operating picture (LOG COP) that move structured and unstructured data andinformation seamlessly between unclassified and classified nodes in a secure cloud environment, using either DISA
Defense Enterprise Computing Center (DECC) MIL cloud or similar commercial cloud solution provider (CSP).
The government needs business intelligence / innovative solutions that leverages machine-to-machine information
aggregation to support rapid decision making to effectively identify logistics constraints (supply chain anddistribution) and resources required to support multiple theaters and organizations globally. To accomplish this, thegovernment requires a solution that leverages advanced data analytics in managing resource scarcity bycoordinating, synchronizing, and simultaneously supporting multiple commanders. The LOG COP will provide total
asset visibility, predictive analysis, and comprehensive, timely (hours to seconds), and accurate information to
anticipate demand, assess logistics feasibility, and support course of action development.
The government will be conducting a pilot test of a commercially-available solution to meet this requirement. Thispilot will commence for a three (3) month period after the solution is deployed to four (4) geographically separated
locations. This pilot may also expand to additional customer groups, locations, and/or time length to further test the
military effectiveness of the LOG COP. This would include expanding the pilot to virtualize (net/web enabled) datafrom customer-identified data sources and unstructured open sources into the solution. Additionally, the LOG COP
architecture may include cross domain data and insights to move data seamlessly between unclassified (NIPRNeT)
and classified (SIPRNeT) in a secure cloud environment.
2
TECHNICAL REQUIREMENTS:
The following are minimum requirements that will be demonstrated:
I.
Capabilities:
a. Company solution shall be accessible to provide real-time awareness of combat support (i.e. airfields(geospatial)) / logistics resources to multiple locations and echelons simultaneously.
b. Company shall provide role-based secure collaboration across the logistics enterprise between
agencies, organizations, and teams.

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c.

d.
e.

f.

Company shall deliver enterprise readiness, current operations, and future operations capabilities.
1. Enterprise Readiness – Provides situational (unit readiness, weapon system status) andbattlespace (intelligence, political climates, adversary actions, weather) awareness in real-timeand continuous.
2. Current Operations – Provides visibility of missions (centralized repairs, supply chain,
distribution networks) and operations (contingency and steady state) globally.
3. Future Operations - Provides ability to plan for operations now or anytime in the future,
allows planners to adapt to dynamic situations that arise during currents operations anddevelop courses of actions (COAs).
Company shall deliver the capability for the government users to visualize information (integrated andstored data) that enables the development of courses of action recommendations.
Company shall perform necessary integration with DoD, supplier, carrier and open source data systems
to meet the DoD requirement.
1. Four (4) unclassified integrations to DoD data sources
2. One (1) classified integrations to DoD data sources
Company shall deliver an out-of-the-box unclassified version of Precise Predictive Logistics (P2L),
complete with login credentials. Exhibit A details capabilities of the out-of-the-box unclassified
version of P2L.

II.

Environment:a. Company shall deliver a solution that is accessible on an unclassified network (ex. NIPRNeT) using a
CSP that meets Security Requirements Guide impact level 4 (IL-4). This solution will be virtual andaccessible to identified users via Mozilla Firefox or Chrome web browsers from any terminal with
open internet access.
b. Company shall collaborate with the United States Air Force (USAF) to allow enablement of a solution
to be available on classified (SIPRNeT) networks using CSP IL-6 or using DISA Defense EnterpriseComputing Center (DECC) MIL cloud.
c. Company shall collaborate with government to allow enablement of a solution capable of delivering
unclassified content to NIPRNeT users.
d. Company shall collaborate with the government to provide a solution capable of delivering integrated
classified and unclassified content to SIPRNeT users, and enable the government to pass data andinsights from an unclassified solution to a classified solution.
e. Company shall collaborate with the government to provide a solution that either:ȅ Meets DoD Risk Management Framework (RMF) accreditation requirements and has an
authority to operate (ATO) on DoD SIPRNet, orȅ Achieves an entry on the Air Force/Enterprise/Approved Products Listing (AF/EAPL) and ispermitted to be installed and operate on DoD SIPRNet.

III.

Support:a. Company shall provide user training, remote solution maintenance and remote user support for all four
locations during evaluation period to support testing of the solution and solution releases. User training
shall consist of one (1) 2-hour virtual session for out-of-the-box P2L, one (1) 2-hour virtual session for
the unclassified prototype, and one (1) 2-hour virtual session for the classified prototype.
b. Company shall provide a Company-standard user guide for the solution.
c. Company shall support a bi-weekly project status web meeting to discuss action items and statusthroughout the Period of Performance (PoP). The government may cancel or postpone these calls
based on operational needs. The periodicity of these meetings may be changed at the mutual agreementof the Agreements Officer Representative (AOR) and the company.

(b)
(4)

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(
b
)
(
4
)

(
)
(
4
)

W15QKN-17-9-1028
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(
b
)
(
46
)

a.
b.
c.
d.
e.
f.

PLACE OF PERFORMANCE:HQ Pacific Air Forces, Hickam AFB, HI
635 Supply Chain Operations Wing, Scott AFB, IL (location 1)
635 Supply Chain Operations Wing, Langley AFB, VA (location 2)
Air Force Sustainment Center, Tinker AFB, OK
Additional locations TBD at the discretion of DIUx PM and mutual consent of the government andCompany.
Contractor Facility

7
SECURITY:
In order to perform the work, this effort will require the company to have access to government facilities up to thesecret level. Access to military installations and facilities may require a government escort. The government will
provide a DD254 to detail the type and level of access required for the company to perform the aforementioned
work. The Company shall provide cleared personnel to perform work that a security clearance or access to secured
facilities.
No classified work shall be performed prior to a signed DD 254 being incorporated into this agreement throughformal modificaiton.
8
GOVERNMENT FURNISHED EQUIPMENT/MATERIALS (GFE/GFM):
The government will provide the company access to and assist in integration with, the following data sources:
1.
Logistics Information Mission Support-Enterprise View (LIMS-EV)
2.
Deliberate Crisis Action Planning/Execution Segment (DCAPES/Logistics Feasibility Analysis Capability(LOGFAC) (NIPRNeT/SIPRNeT)3.
IDE 7/ GTN Convergence4.
Geospatial Information System
The government shall work with the Company to provide a data mapping of government data sources to required
data fields in the P2L application.
The government shall provide the ability for P2L subscription and unclassified prototype users to access the website
URL provided to the government by the Company (via NIPRNeT).
The government shall provide access to a Defense Intelligence Agency (DIA) approved cross domain capability toenable the passing of unclassified insights from NIPRNeT to SIPRNeT for consumption into the classified prototype
instance.

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9
SYSTEM ACCESS:
Access to unclassified (NIPRNeT) government systems and government facilities requires issuance of a Common
Access Card (CAC).
10 APPLICABLE DOCUMENTS:
1) DoD Instruction (DoDI) 8510.01 Risk Management Framework (RMF) for DoD Information Technology(IT) DoD
2) Department of Defense Information Network Approved Products List (DODIN APL)(b) (4)ARTICLE II: TERM
A. The Term of this Agreement
This OTA will be available for use for a period of 12 months from the date the OTA is awarded. Provisions of thisAgreement, which, by their express terms or by necessary implication, apply for periods of time other than specified
in Article II herein, shall be given effect, notwithstanding this Article.
B. Early Termination of Agreement Provision
1. Subject to a reasonable determination that the program, or a project funded under the program, will not produce
beneficial results commensurate with the expenditure of resources, the Government may terminate performance ofwork under this OTA, in whole or in part, if the AO determines that a termination is in the Government’s interest.
The AO shall terminate by delivering to the COMPANY a Notice of Termination specifying the extent oftermination and the effective date.
After receipt of a Notice of Termination, and except as directed by the AO, the COMPANY shall immediately
proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
(1) Stop work and direct it subcontractors/vendors/suppliers/partners to stop work as specified in the notice.
(2) Place no further orders for materials, services, or facilities, except as necessary to complete thecontinued portion of the OTA.
(3) Terminate all orders to the extent they relate to the work terminated.
(4) Assign to the Government, as directed by the AO, all right, title, and interest of the COMPANY under
the orders terminated, in which case the Government shall have the right to settle or to pay any termination
settlement proposal arising out of those terminations.
(5) With approval or ratification to the extent required by the AO, settle all outstanding liabilities andtermination settlement proposals arising from the termination of orders; the approval or ratification will befinal for purposes of this clause.

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Page 14 of 31(6) As directed by the AO, transfer title to the following, where applicable, and deliver to the Government (i) The fabricated or unfabricated parts, work in process, completed work, supplies, and othermaterial produced or acquired for the work terminated; and(ii) The completed or partially completed plans, drawings, information, and other property that, if
the order had been completed, would have been required to be furnished to the Government.
(7) Complete performance of any work not terminated, if applicable.
(8) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of
the property related to this project that is in the possession of the COMPANY and in which theGovernment has or may acquire an interest.
(9) Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred tounder Article II.B. Termination Provisions, (6)(i) and (ii).
The proceeds of any transfer or disposition of project property will be applied to reduce any payments to be made by
the Government under this Agreement, including credited to the price or cost of the work, or paid in any othermanner directed by the AO.
In the event of a termination of this Agreement, the Government shall have patent rights as described in Article IX,
Patent Rights, and rights in Data as described in Article VIII, Data Rights. Failure of the Parties to agree to an
equitable adjustment shall be resolved pursuant to Article V, Disputes.
Nothing in this section shall be construed as a limitation of the rights of either party in the event of a breach ofcontract or default by the other party.
C. Stop Work Clause
As directed by the AO, the COMPANY shall stop all, or any part, of the work called for under this Agreement for aperiod of 90 days after the written order is delivered, and for any further period to which the parties may agree. The
order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the order, theCOMPANY shall immediately comply with its terms and take all reasonable steps to minimize the incurrence ofcosts allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after
a stop-work is delivered, or within any extension of that period to which the parties shall have agreed, the AO shalleither:(a) Cancel the stop-work order; or(b) Terminate the work covered this Agreement.
If a stop work order issued under this clause is canceled, the COMPANY shall resume work. The Government shallmake an equitable adjustment in the delivery schedule or negotiated price, or both, and the Government’s share ofthis Agreement shall be modified, in writing, accordingly, if—(1) The stop-work order results in an increase in the time required for, or in the cost properly allocable to, theperformance of any part of this Agreement; and(2) The COMPANY asserts its right to the adjustment within 30 days after the end of the period of work stoppage;
provided, that, if the Government decides the facts justify the action, the Government t may receive and act upon a
proposal submitted at any time before final payment under this Agreement.
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Unless otherwise provided in this Agreement, approvals permitted or required to be made by the ACC-NJ
Contracting Activity may be made only by the ACC-NJ Contracting Activity Agreements Officer. Administrativeand contractual matters under this Agreement shall be referred to the following representatives of the parties:(b) (6)

Each party may change its representatives named in this Article by written notification to the other party.

Cognizant Defense Contract Management Agency Office:
DCMA MANASSAS
14501 GEORGE CARTER WAY
2ND FLOOR
CHANTILLY, VA 20151
Cognizant Defense Finance and Accounting Service Office:

DFAS - COLUMBUS CENTER -- HQ0338
SOUTH ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
ARTICLE IV: OBLIGATION AND PAYMENTA. Obligation: Except as specified in Article V: Disputes, the Government’s liability to make payments to the
COMPANY is limited only to those funds obligated under this Agreement or by modification to the Agreement. The
ACC-NJ Contracting Activity may incrementally fund this Agreement. If modification becomes necessary inperformance of this Agreement, pursuant to Article IV of this Agreement, the AO and the COMPANY shallestablish and execute a mutually agreed to revised Schedule of Payable Milestones consistent with the current
Project Plan.
B. Project Payments: Project Payments shall be in accordance with the Milestone Payment Schedule in Article I(C).

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C. Intentionally left blank.
D. Intentionally left blank.
E. Payable Milestones: The COMPANY shall submit invoices for processing according to the milestone payment
schedule via the Invoice, Receipt, Acceptance, and Property Transfer (iRAPT) application of the Wide Area Work
Flow (WAWF) system, according to the guidelines set forth below. Payments will be made by Defense Finance andAccounting Service, DFAS - COLUMBUS CENTER - HQ0338
SOUTH ENTITLEMENT OPERATIONS.

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)(a) Definitions. As used in this clause—“Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit,
activity, or organization.
“Document type” means the type of payment request or receiving report available for creation in Wide Area
WorkFlow (WAWF).
“Local processing office (LPO)” is the office responsible for payment certification when payment certification isdone external to the entitlement system.
(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests andreceiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests andReceiving Reports.
(c) WAWF access. To access WAWF, the Contractor shall—(1) Have a designated electronic business point of contact in the System for Award Management
at https://www.acquisition.gov; and(2) Be registered to use WAWF at https://wawf.eb mil/ following the step-by-step procedures for selfregistration available at this web site.
(d) WAWF training. The Contractor 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 beaccessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb mil/(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data
Interchange, or File Transfer Protocol.
(f) WAWF payment instructions. The Contractor must use the following information when submitting payment
requests and receiving reports in WAWF for this contract/order:(1) Document type. The Contractor shall use the following document type(s):Invoice 2-N-1(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptancelocation(s) in WAWF, as specified by the contracting officer.

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DESTINATION/DESTINATION (D/D)(3) Document routing. The Contractor shall use the information in the Routing Data Table below only tofill in applicable fields in WAWF when creating payment requests and receiving reports in the system.
ROUTING DATA TABLE
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

HQ0338Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

HQ0833

Ship To Code

HQ0833Service Approver (DoDAAC)

HQ0833Service Acceptor (DoDAAC)

HQ0833(4) Payment request and supporting documentation. The Contractor shall ensure a payment request
includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered,unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix
F, (e.g. timesheets) in support of each payment request.
(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the “Send
Additional Email Notifications” field of WAWF once a document is submitted in the system.

(b) (6)(g) WAWF point of contact.
(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting
activity’s WAWF point of contact:(b) (6)(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.
(End of clause)

F. Electronic Fund Transfer: COMPANY must be enrolled in EFT by contacting the paying office designated in theAgreement and requesting Form SF 3881, Automated Clearing House (ACH) Vendor/Miscellaneous Payment
Enrollment Plan. This form must be completed by the COMPANY and the COMPANY's financial institution, andreturned to the paying office. The paying office will complete the process and notify the COMPANY that EFT
enrollment is complete. All payments under this agreement will be held until the COMPANY provides the required
EFT enrollment information.. The CAGE Code and DUNS number for the COMPANY are as follows: CAGE Code:
1UHK0; DUNS number: 021104794. Registration in the System Award for Management (SAM) is mandatory.
G. Limitation of Funds: Except as set forth in Article V, the Government's financial liability will not exceed theW15QKN-17-9-1028
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amount obligated under this Agreement and available for payment.
H. Intentionally Left Blank.
ARTICLE V: 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
Any disagreement, claim or dispute between the ACC-NJ and the COMPANY concerning questions of fact or law
arising from or in connection with this Agreement, and, whether or not involving an alleged breach of thisAgreement, may be raised only under this Article.
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 this article constitutethe basis for relief under this article unless the Chief of the Contracting Office, ACC-NJ in the interest of justice
waives this requirement.
Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or
misunderstanding by notifying the other Party through the cognizant AO in writing documenting the relevant facts,
identifying unresolved issues, specifying the clarification or remedy sought, and documenting the rationale as towhy the clarification/remedy is appropriate. Within ten (10) working days after providing notice to the other Party,
the aggrieved Party may, in writing, request a decision by the Chief of the Contracting Office, ACC-NJ. The otherParty 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 Chief of the Contracting Office, ACC-NJ, will conduct a review of thematter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such position. Anysuch decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review asprovided by this article.
If requested within thirty (30) calendar days of the decision by the Chief of the Contacting Office, ACC-NJ, further
review will be conducted by the President of the COMPANY Board and the ACC-NJ Director of Contracting. In theevent of a decision, or in absence of a decision within sixty (60) calendar days of referral to the President of the
COMPANY Board and the ACC-NJ Director of Contracting (or such other period as agreed to by the parties), either
party may pursue any right or remedy provided by law. Alternatively, the parties may agree to explore andestablish an Alternate Disputes Resolution procedure to resolve this dispute.

C. Limitation of Liability and Damages
In no event shall the liability of the COMPANY exceed the funding received for their performance of thisAgreement.
No Party shall be liable to any other Party for consequential, punitive, special and incidental damages or otherindirect damages, whether arising in contract (including warranty), tort (whether or not arising from the negligenceof a Party) or otherwise, except to the extent such damages are caused by a Party's willful misconduct;
Notwithstanding the foregoing, claims for contribution toward third-party injury, damage, or loss are not limited,
waived, released, or disclaimed.

ARTICLE VI: CONFIDENTIAL INFORMATIONW15QKN-17-9-1028
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A. Definitions“Disclosing Party” means COMPANY, or their subcontractors or suppliers, or the Government who discloses
Confidential Information as contemplated by the subsequent Paragraphs.
“Receiving Party” means COMPANY, or their subcontractors or suppliers, or the Government who receives
Confidential Information disclosed by a Disclosing Party.
“Confidential Information” means information and materials of a Disclosing Party which are designated asconfidential or as a Trade Secret in writing by such Disclosing Party, whether by letter or by use of an appropriate
stamp or legend, prior to or at the same time any such information or materials are disclosed by such Disclosing
Party to the Receiving Party. Notwithstanding the foregoing, materials and other information which are orally,visually, or electronically disclosed by a Disclosing Party, or are disclosed in writing without an appropriate letter,stamp, or legend, shall constitute Confidential Information or a Trade Secret if such Disclosing Party, within thirty(30) calendar days after such disclosure, delivers to the Receiving Party a written document or documents describing
the material or information and indicating that it is confidential or a Trade Secret, provided that any disclosure of
information by the Receiving Party prior to receipt of such notice shall not constitute a breach by the Receiving
Party of its obligations under this Paragraph. “Confidential Information” includes any information and materials
considered a Trade Secret by the COMPANY on its own behalf or on behalf of their subcontractors or suppliers.
“Trade Secret” means all forms and types of financial, business, scientific, technical, economic, or engineering orotherwise proprietary information, including, but not limited to, patterns, plans, compilations, program devices,
formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible orintangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically,
photographically, or in writing if:(a) The owner thereof has taken reasonable measures to keep such information secret; and(b) The information derives independent economic value, actual or potential, from not being generally
known to, and not being readily ascertainable through proper means by, the public.
B. Exchange of Information: The Government may from time to time disclose Government Confidential
Information to the COMPANY and its subcontractors or suppliers, in connection with a particular project, and the
COMPANY and its subcontractors or suppliers, may from time to time disclose information that is Trade Secret or
Confidential Information to the Government in connection with the OTA or performance thereunder. Neither theGovernment nor COMPANY or their subcontractors or suppliers shall be obligated to transfer Confidential
Information or Trade Secrets independently developed by the Government or the COMPANY or theirsubcontractors or suppliers, absent an express written agreement between the Parties providing the terms andconditions for such disclosure.
C. Confidentiality and Authorized Disclosure: The Receiving Party agrees, to the extent permitted by law, that
Confidential Information and Trade Secrets shall remain the property of the Disclosing Party (no one shall disclose
unless they have the right to do so), and that, unless otherwise agreed to by the Disclosing Party, Confidential
Information and Trade Secrets shall not be disclosed, divulged, or otherwise communicated by it to third parties orused by it for any purposes other than in connection with specified project efforts and the licenses granted in Article
IX, Patent Rights, and Article VIII, Data Rights, provided that the duty to protect such “Confidential Information”
and “Trade Secrets” shall not extend to materials or information that:(a) Are received or become available without restriction to the Receiving Party under a proper, separate
agreement,(b) Are not identified with a suitable notice or legend per Article entitled "Confidential Information"
herein,W15QKN-17-9-1028
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Page 20 of 31(c) Are lawfully in possession of the Receiving Party without such restriction to the Receiving Party at thetime of disclosure thereof as demonstrated by prior written records,(d) Are or later become part of the public domain through no fault of the Receiving Party,(e) Are received by the Receiving Party from a third party having no obligation of confidentiality to theDisclosing Party that made the disclosure,(f) Are developed independently by the Receiving Party without use of Confidential Information or Trade
Secrets as evidenced by written records,(g) Are required by law or regulation to be disclosed; provided, however, that the Receiving Party has
provided written notice to the Disclosing Party promptly so as to enable such Disclosing Party to seek aprotective order or otherwise prevent disclosure of such information.
D. Return of Proprietary Information: Upon the request of COMPANY, the Government shall promptly return all
copies and other tangible manifestations of the Confidential Information or Trade Secrets disclosed. Upon request
by the Government, COMPANY shall promptly return all copies and other tangible manifestations of theConfidential Information disclosed by the Government. As used in this section, tangible manifestations include
human readable media as well as magnetic and digital storage media.
E. Term: Except to the extent covered by and subject to other provisions of this Agreement or the specific Project
Agreement, the obligations of the Receiving Party under this Article shall continue for a period of five (5) years
after the expiration or termination of this Agreement.
The Government and the COMPANY shall flow down the requirements of this Article VI to their respective
personnel, agents, partners, and team members receiving such Confidential Information or Trade Secrets under thisOTA.

ARTICLE VII: PUBLICATION AND ACADEMIC RIGHTS
A. Use of Information: Subject to the provisions of Article VI, Confidential Information, and Article VII,
Publication and Academic Rights at paragraph 9.2, the COMPANY and the Government shall have the right topublish or otherwise disclose information and/or data developed by the Government and/or the respective
COMPANY under this Agreement. The COMPANY and the Government (and its employees) shall include anappropriate acknowledgement of the sponsorship of the Research Projects by the Government and the COMPANY
in such publication or disclosure. The Parties shall have only the right to use, disclose, and exploit any such data
and Confidential Information or Trade Secrets in accordance with the rights held by them pursuant to thisAgreement. Notwithstanding the above, the Parties shall not be deemed authorized by this paragraph 9.1, alone, todisclose any Confidential Information or Trade Secrets of the Government or the COMPANY.
B. Classified Research Projects: If a release of Confidential Information or Trade Secrets is for a classified Research
Project, the provisions of the DoD Security Agreement (DD Form 441), Certificate Pertaining to Foreign Interests(SF 328), and the DoD Contract Security Classification Specification (DD Form 254) apply. The Government will
be responsible for the completion of the DD Form 254. The COMPANY member must complete the DD Form 441
and SF 328 and provide them to the Government through for review by the proper Government representatives, theIndustrial Security Representative at the cognizant Defense Security Service (DSS) office for DD Form 441 and SF
328 and the VRA’s local Security office for the DD Form 254.
C. Review or Approval of Technical Information for Public Release.
(a) At least 30 days prior to the scheduled release date, COMPANY shall submit to the AO two copies of
the information to be released along with Clearance of Technical Information for Public Release Form

W15QKN-17-9-1028
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INME-PIC-IM Form 3002, 1 MAR 2011, who will route the information to the AOR and other appropriate
parties for review and approval.
The AOR is hereby designated as the approval authority for the AO for such releases.
(b) Where the COMPANY has Academic Research Institutions performing fundamental research on
campus, the COMPANY shall require the same to provide papers and publications for provision to the
AOR, through the AO, for review and comment 30 days prior to formal paper/publication submission.
However, if that Academic Research Institution incorporates into its research results or publications
artifacts produced by and provided to these institutions by the COMPANY on behalf of other noneducational institutions or has authors listed on the paper who are not employees or students of the
Academic Research Institution then the procedures in PARAGRAPH (a) ABOVE must be followed.
(c) Parties to this Agreement are responsible for assuring that an acknowledgment of government support
will appear in any publication of any material based on or developed under this OTA, using the following
acknowledgement terms:“Effort sponsored by the U.S. Government under Other Transaction number W15QKN-17-9-1028
between the TransVoyant LLC and the Government. The U.S. Government is authorized toreproduce and distribute reprints for Governmental purposes notwithstanding any copyrightnotation thereon.”(d) Parties to this Agreement are also responsible for assuring that every publication of material based onor developed under this project contains the following disclaimer:“The views and conclusions contained herein are those of the authors and should not beinterpreted as necessarily representing the official policies or endorsements, either expressed or
implied, of the U.S. Government.”
The COMPANY shall flow down these requirements to its partners and team members, at all tiers.
D. Filing of Patent Applications. During the course of any such thirty (30) calendar day period, the COMPANY
and/or the Government shall provide notice to the AO as to whether it desires that a patent application be filed onany invention disclosed in such materials. In the event that a COMPANY and/or the Government desires that such apatent be filed, the COMPANY or the Government proposing to publish or disclose such materials agrees towithhold publication and disclosure of such materials until the occurrence of the first of the following:(a) Filing of a patent application covering such invention, or(b) Written agreement, from the AO and the COMPANY that no patentable invention is disclosed in suchmaterials.
(c) Further, during the course of any such thirty (30) calendar day period, the COMPANY shall notify the
AO and the Government if it believes any of its Confidential Information or Trade Secrets have been
included in the proposed publication or disclosure and shall identify the specific Confidential Informationor Trade Secrets that need to be removed from such proposed publication. The Government and the
COMPANY agree to remove from the proposed publication or disclosure all such Confidential Informationor Trade Secrets so identified by the COMPANY.

ARTICLE VIII: DATA RIGHTSA.
Definitions“Commercial Computer Software” as used in the Article is defined in DFARS 252-227-7014(a)(1) (Jun 1995).

W15QKN-17-9-1028
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Page 22 of 31“Commercial Computer Software License” means the license terms under which Commercial Computer Software issold or offered for sale, lease or license to the general public.
“Computer Data Base” as used in this Agreement, means a collection of data recorded in a form capable of being
processed by a computer. The term does not include computer software.
“Computer program” as used in this Agreement means a set of instructions, rules, or routines in a form that is
capable of causing a computer to perform a specific operation or series of operations.
“Computer software” as used in this Agreement means computer programs, source code, source code listings,
object code listings, design details, algorithms, processes, flow charts, formulae and related material that would
enable the software to be reproduced, recreated or recompiled. Computer software does not include computer databases or computer software documentation.
“Computer software documentation” means owner’s manuals, user’s manuals, installation instructions, operating
instructions, and other similar items, regardless of storage medium, that explain the capabilities of the computer
software or provide instructions for using the software.
“Data” as used in this Article of this Agreement, means computer software, computer software documentation, form,
fit and function data, and technical data as defined in this Article.
“Form, fit and function data” means technical data that describes the required overall physical, functional andperformance characteristics (along with the qualification requirements, if applicable) of an item, component, or
process to the extent necessary to permit identification of physically and functionally interchangeable items.
“Government purpose rights” means the rights to use, modify, duplicate or disclose the “Data” licensed with suchrights under this Agreement within the Government for United States Government purposes only; and to release or
disclose data outside the Government to any authorized persons pursuant to an executed non-disclosure agreement
for such persons’ use, modification, or reproduction for United States Government purposes only. United States
Government purposes include Foreign Military Sales purposes and competitive re-procurement.
“Limited rights” as used in this Article is as defined in DFARS 252.227-7013(a)(14).
“Restricted rights” as used in this Article is as defined in DFARS 252.227-7014(a)(15).
“Specially Negotiated License Rights” are those rights to Data that have been specifically negotiated between the
Government and the COMPANY.
“Technical data” means recorded information, regardless of the form or method of the recording, of a scientific ortechnical nature (including computer software documentation). The term does not include computer software or data
incidental to contract administration, such as financial and/or management information.
“Unlimited rights” means the rights to use, modify, duplicate, release, or disclose Data, in whole or in part, in any
manner, and for any purpose whatsoever, and to have or authorize others to do so.

B. Data Categories:
1. Category A is Data developed and paid for totally by non-governmental funds, whether pre-existing or
concurrently developed proprietary data, trade secret data, or data related to COMPANY products. The COMPANY
retains all rights to Category A Data.
2. Category B is any Data developed under this Agreement, using Government funds, which cannot be disclosed
without compromising the Category A data.

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3. Category C is any COMPANY developed Data, excluding Category A and B data, developed during theperformance of work under this Agreement.
4. Category D is third party proprietary data used in performance of work under this Agreement, including but notlimited to, technical data, software, trade secrets and mask works.
Any Data developed outside of this Agreement with Government funding in whole or in part under a Government
agreement, contract or subcontract shall have the rights negotiated under such prior agreement, contract or
subcontract; the Government shall get no additional rights in such Data under this Agreement.
C.

Allocation of Principal Rights

1.
The parties agree that in consideration for the Government’s funding, and in lieu of any Government rights
to Category A, B or D data (except as contained in paragraph 4 below), the COMPANY intends to reduce topractical application materials and processes developed under this Agreement.
2.
No deliveries to the Government of Category A and B data are contemplated or required under thisAgreement. The Government reserves the right to negotiate certain rights in Category A and B data with the ownerof the data.
3.
Data.

The Government shall have immediate and irrevocable Government Purpose Rights to all Category C

4.
The COMPANY shall deliver third-party computer software, Category D data, as required for the
performance or operation of other computer software required to be delivered in the performance of this Agreement,with such rights as it is able to negotiate with the software vendor.
5.
Data that will be delivered, furnished, or otherwise provided to the Government under this Agreement, inwhich the Government has previously obtained rights, shall be delivered, furnished, or provided with the preexisting rights, unless (a) the parties have agreed otherwise, or (b) any restrictions on the Government’s rights touse, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply.

(b) (4)

W15QKN-17-9-1028
P00003(b) (4)E.
Marking of Data: Any Data delivered under this Agreement shall be marked with the following legend:“This data is being delivered as Category (insert category) Data, as defined in Agreement W15QKN-17-9-1028.
Use, duplication, or disclosure is subject to the restrictions as stated in Agreement W15QKN-17-9-1028 between the
COMPANY and the Government.”
In the event that the COMPANY learns of a release to the Government of its unmarked Data that should havecontained a restricted legend, the COMPANY will have the opportunity to cure such omission going forward by
providing written notice to the AO within six (6) months of the erroneous release.
F. Prior Technology
1. In the event it is necessary for the COMPANY to furnish the Government with Data which existed prior to, or
was produced outside of this Agreement, and such Data embodies trade secrets or comprises commercial or financial
information which is privileged or confidential, and such Data is so identified with a suitable notice or legend, theData will be maintained in confidence and disclosed and used by the Government and such Government Contractors
or contract employees that the Government may hire on a temporary or periodic basis only for the purpose ofcarrying out the Government’s responsibilities under this Agreement. Data protection will include proprietarymarkings and handling, and the signing of nondisclosure agreements by such Government Contractors or contract
employees. The COMPANY shall not be obligated to provide Data that existed prior to, or was developed outside ofthis Agreement to the Government. Upon completion of activities under this Agreement, such Data will be disposedof as requested by the COMPANY.
2.Oral and Visual Information: If information which the COMPANY considers to embody trade secrets or tocomprise commercial or financial information which is privileged or confidential is expressly disclosed orally orvisually directly to the Government, the exchange of such information must be memorialized in tangible, recorded
form and marked with a suitable notice or legend, and furnished to the Government within thirty (30) calendar days
after such oral or visual disclosure, or the Government shall have no duty to limit or restrict, and shall not incur any
liability for any disclosure and use of such information. If the Government reasonably determines that the
memorialization of the exchange is insufficiently detailed to enable it to identify the privileged or confidential
information, COMPANY shall provide addition detail at the Government’s request, subject to restrictions on use anddisclosure.
3. Disclaimer of Liability: Notwithstanding the above, the Government shall not be restricted in, nor incur any
liability for, the disclosure and use of:(a) Data not identified with a suitable notice or legend as set forth in this Article; nor(b) Information contained in any Data for which disclosure and use is restricted, if such information is or becomesgenerally known without breach of the above, is properly known to the Government or is generated by theGovernment independent of carrying out responsibilities under this Agreement, is rightfully received from a third
party without restriction, or is included in Data which the COMPANY has furnished, or is required to furnish to theGovernment without restriction on disclosure and use.
Notwithstanding F.3.(a) of this Article above, if the COMPANY cures the omission of the suitable notice or legend,
the restrictions, and related liability for disclosure and use of such information shall apply after cure unless it is thenunrestricted under F.3(b) of this Article above.
G. CopyrightW15QKN-17-9-1028
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The COMPANY reserves the right to protect by copyright works developed under this Agreement. All such
copyrights will be in the name of the COMPANY or the author, as determined by COMPANY policies. The
COMPANY hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, fully paid-up
license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display
publicly, for governmental purposes, any copyrighted materials developed (excluding Data) under this Agreement towhich it owns the copyright, and to authorize others to do so.
H. Lower Tier Agreements
The COMPANY shall include this Article, suitably modified to identify the parties, in all, subcontracts or lower tieragreements, regardless of tier, or experimental, developmental, or research work.
I. Survival Rights
Provisions of this Article shall survive termination of this Agreement.
ARTICLE IX: PATENT RIGHTS
A. Definitions“Invention” means any invention or discovery which is or may be patentable or otherwise protectable under Title 35of the United States Code.
“Made” when used in relation to any invention means the conception or first actual reduction to practice of suchinvention.
“Practical application” means to manufacture, in the case of a composition of product; to practice, in the case of aprocess or method, or to operate, in the case of a machine or system; and in each case, under such conditions as toestablish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law orGovernment regulations, available to the public on reasonable terms.
“Subject invention” means any invention of the COMPANY conceived or first actually reduced to practice in theperformance of work under this Agreement.
"Background Invention" means any invention made by the COMPANY, or their subcontractors of any tier, prior toperformance of the Agreement or outside the scope of work performed under this Agreement.
B. Allocation of Principal Rights
The COMPANY shall retain the entire right, title, and interest throughout the world to each subject invention
consistent with the provisions of this Article, and 35 U.S.C § 202. With respect to any subject invention in which the
COMPANY retains title, the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up license
to practice or have practiced on behalf of the United States the subject invention throughout the world. The
COMPANY may elect to provide full or partial rights that it has retained to other parties.
C. Invention Disclosure, Election of Title, and Filing of Patent Application
1. The COMPANY shall disclose each subject invention to the Government within four (4) months after theinventor discloses it in writing to his company personnel responsible for patent matters. The disclosure to theGovernment shall be in the form of a written report and shall identify the Agreement under which the invention wasmade 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,

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sale, or public use of the invention and whether a manuscript describing the invention has been submitted for
publication and, if so, whether it has been accepted for publication at the time of disclosure.
2. If the COMPANY determines that it does not intend to retain title to any such invention, the COMPANY shallnotify the AO, in writing, within nine (9) months of disclosure to the ACC-NJ Contracting Activity. However, in
any case where public disclosure by the inventor has initiated the one (1) year statutory period wherein valid patent
protection can still be obtained in the United States, the period for such notice shall be in no event less than 60 days
prior to the one (1) year statutory bar date.
3. The COMPANY 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 a publication, or sale, or public use. The COMPANY
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 patentapplications, where such filing has been prohibited by a Secrecy Order.
4. After considering the position of the COMPANY, a request for extension of the time for disclosure election, andfiling under this Article IX, paragraph C, may be approved by ACC-NJ Contracting Activity, which ACC-NJ
approval shall not be unreasonably withheld.
D: Conditions When the Government May Obtain Title
Upon the Government’s written request, the COMPANY shall convey title to any Subject Invention to theGovernment under any of the following conditions:
1. If the COMPANY fails to disclose (and does not correct such failure within thirty (30) days after notice of such
failure from the Government) or elects not to retain title to the Subject Invention within the times specified in Article
IX, paragraph C.; provided, that the Government may only request title within sixty (60) calendar days after learningof the failure of the COMPANY to disclose or elect within the specified times.
2. In those countries in which the COMPANY fails to file patent applications within the times specified in Article
IX. paragraph C; provided, that if the COMPANY has filed a patent application in a country after the times specified
in Article IX, paragraph C, but prior to its receipt of the written request by the Government, the COMPANY shallcontinue to retain title in that country; or
3. In any country in which the COMPANY 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.
E: Minimum Rights to the COMPANY and Protection of the COMPANYs Right to File:
1. The COMPANY shall retain a nonexclusive, royalty-free license throughout the world in each Subject Invention
to which the Government obtains title. The COMPANY license extends to the domestic (including Canada)
subsidiaries and affiliates, if any, within the corporate structure of which the COMPANY is a party and includes theright to grant licenses of the same scope to the extent that the COMPANY was legally obligated to do so at the time
the Agreement was awarded. The license is transferable only with the approval of the Government, except whentransferred to the successor of that part of the business to which the invention pertains. The Government approval
for license transfer shall not be unreasonably withheld.
2. The COMPANY domestic license may be revoked or modified by the Government to the extent necessary toachieve expeditious practical application of the Subject Invention pursuant to an application for an exclusive licensesubmitted consistent with appropriate provisions at 37 CFR Part 401. This license shall not be revoked in that fieldof use or the geographical areas in which the COMPANY has achieved practical application and continues to makethe benefits of the invention reasonably accessible to the public. The license in any foreign country may be revokedor modified at the discretion of the Government to the extent the COMPANY, its licensees, or the subsidiaries oraffiliates have failed to achieve practical application in that foreign country.

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3. Before revocation or modification of the license, the Government shall furnish the COMPANY a written noticeof its intention to revoke or modify the license, and the COMPANY shall be allowed thirty (30) calendar days (orsuch 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.
F. Action to Protect the Governments Interest:
1. The COMPANY agrees to execute or to have executed and promptly deliver to the Government all instruments
necessary to: 1. establish or confirm the rights the Government has throughout the world in those Subject Inventions
to which the COMPANY elects to retain title; and 2. convey title to the Government when requested under this
Article and to enable the Government to obtain patent protection throughout the world in that Subject Invention.
2.
The COMPANY agrees to require, by written agreement, its employees, other than clerical andnontechnical employees, to disclose promptly in writing to personnel identified, as responsible for the administrationof patent matters, and in a format suggested by the COMPANY, each Subject Invention made under this Agreement
in order that the COMPANY can comply with the disclosure provisions under this Article. The COMPANY shallinstruct employees, through employee agreements or other suitable educational programs, on the importance ofreporting inventions in sufficient time to permit the filing of patent applications prior to U. S. or foreign statutorybars.
3. The COMPANY shall notify the Government of any decisions not to continue the prosecution of a patentapplication, 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.
4. The COMPANY shall include, within the specification of any United States patent application and any patentissuing thereon covering a Subject Invention, the following statement: “This invention was made with Government
support under Agreement No. W15QKN-17-9-1028 awarded by USACC-NJ. The Government has certain rights in
the invention.”
G. Lower Tier Agreements: The COMPANY shall include this Article, suitably modified, to identify the Parties, inall subcontracts or lower tier agreements, regardless of tier, for experimental, developmental, or research work.
H. Reporting on Utilization of Subject Inventions: The COMPANY agrees to submit, during the term of theAgreement, an annual report on the utilization of a Subject Invention or on efforts at obtaining such utilization thatare being made by the COMPANY or licensees or assignees of the inventor. Such reports shall include information
regarding the status of development, date of first commercial sale or use, gross royalties received by the
COMPANY, and such other data and information as the agency may reasonably specify. The COMPANY also
agrees to provide additional reports as may be requested by the Government in connection with any march-inproceedings undertaken by the Government in accordance with paragraph G of this Article. Consistent with 35
U.S.C. 206, the Government agrees it shall not disclose such information to persons outside the Government without
permission of the COMPANY.
I. Preference for American Industry: Notwithstanding any other provision of this Article, the COMPANY agrees
that it shall not grant to any person the exclusive right to use or sell any Subject Invention in the United States or
Canada 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 or Canada. However, in individual
cases, the requirements for such an agreement may be waived by the Government upon a showing by the
COMPANY 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.
ARTICLE X: FOREIGN ACCESS TO TECHNOLOGY AND EXPORT CONTROLW15QKN-17-9-1028
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1. Foreign Access to Technology
This Article X shall remain in effect during the term of this Agreement.
A. Definitiona) “Foreign Firm or Institution” means a firm or institution organized or existing under the laws of acountry other than the United States, its territories, or possessions. The term includes, for purposes of thisAgreement, any agency or instrumentality of a foreign government; and firms, institutions or businessorganizations which are owned or substantially controlled by foreign governments, firms, institutions, orindividuals.
b) “Know-How” means all information including, but not limited to discoveries, formulas, materials,
inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs,
documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus andmachines.
c) “Technology” means discoveries, innovations, Know-How and inventions, whether patentable or not,including computer software, recognized under U.S. law as intellectual creations to which rights ofownership accrue, including, but not limited to, patents, trade secrets, mask works, and copyrights
developed under this Agreement.
B. General: The Parties agree that research findings and technology developments arising under thisAgreement 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 thisAgreement by Foreign Firms or Institutions must be carefully controlled. The controls contemplated inthis Article are in addition to, and are not intended to change or supersede, the provisions of theInternational Traffic in Arms Regulation (22 CFR Part 121 et seq.), the DoD Industrial Security
Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR Part 770 etseq.)

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C. Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutionsa) In order to promote the national security interests of the United States and to effectuate thepolicies that underlie the regulations cited above, the procedures stated in subparagraphs C(b),C(c), and C(d) below shall apply to any transfer of Technology. For purposes of this paragraph, atransfer includes a sale of the company, and sales or licensing of Technology. Transfers do notinclude:(i) sales of products or components, or(ii) licenses of software or documentation related to sales of products or components, or(iii) transfer to foreign subsidiaries of the COMPANY member entities for purposes
related to this Agreement, or(iv) 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 thisAgreement provided that such transfer shall be limited to that necessary to allow the firm
or institution to perform its approved role under this Agreement.
(v) releases pursuant to Article VII hereof ("Publication and Academic Rights")b) The COMPANY shall provide timely notice to the Government of any proposed transfers ofTechnology developed under this Agreement to Foreign Firms or Institutions. If the Government
determines that the transfer may have adverse consequences to the national security interests of theUnited States, the COMPANY and the Government shall jointly endeavor to find alternatives tothe proposed transfer which obviate or mitigate potential adverse consequences of the transfer but
which provide substantially equivalent benefits to the COMPANY.
c) In any event, the COMPANY shall provide written notice to the Government AO’s
Representative 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 shallstate specifically what is to be transferred and the general terms of the transfer. Within thirty (30)
calendar days of receipt of the COMPANY’s written notification, the Government AO shalladvise the COMPANY whether it consents to the proposed transfer. In cases where theGovernment does not concur or if within sixty (60) calendar days after its receipt the Government
has provided no decision, the COMPANY may utilize the procedures under Article V, Disputes.
No transfer shall take place until a decision is rendered.
d) In the event a transfer of Technology to Foreign Firms or Institutions which is NOT approvedby the government takes place, the COMPANY shall (a) refund to the Government those funds
paid under this OTA for the development of the Technology and (b) provide to the Government a
non-exclusive, nontransferable, irrevocable, paid-up license to practice or have practiced on behalfof the United States the Technology throughout the world for Government and any and all otherpurposes, particularly to effectuate the intent of this Agreement. Upon request of the Government,
the COMPANY shall obtain and provide written confirmation of such licenses.
D) Lower Tier Agreements
The COMPANY shall include this Article, suitably modified, to identify the Parties, in all Project
Agreements or lower tier agreements, regardless of tier, for experimental, developmental, or
research work.
2. Export Control

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A. Export Compliance.
Each Party agrees to comply with U.S. Export regulations including, but not limited to, the requirements of
the Arms Export Control Act, 22 U.S.C. § § 2751-2794, including the International Traffic in Arms
Regulation (ITAR), 22 C.F.R. § 120 et seq. ; and the Export Administration Act, 50 U.S.C. app. § 24012420. Each party is responsible for obtaining from the Government export licenses or otherauthorizations/approvals, if required, for information or materials provided from one party to another under
this Agreement. Accordingly, the COMPANY shall not export, directly, or indirectly, any products and/or
technology, Confidential Information, Trade Secrets, or Classified and Unclassified Technical Data inviolation of any U.S. Export laws or regulations.
B. Flowdown.
The COMPANY shall include this Article, suitably modified, to identify all Parties, in all lower tieragreements. This Article shall, in turn, be included in all sub-tier subcontracts or other forms of lower tieragreements, regardless of tier.
ARTICLE XI: OPSEC(a) Access and General Protection/Security Policy and Procedures. All contractor employees, including
subcontractor employees, shall comply with all installation and facility access and local security policies
and procedures (provided by Government representative), and security/emergency management exercises.
The contractor shall also provide all information required for background checks to meet installation accessrequirements to be accomplished by the Installation Provost Marshal Office, Director of Emergency
Services, or Security Office. The contractor workforce shall comply with all personal identity verification
and accountability requirements as directed by DoD, HQDA, and/or local policy. Should the Force
Protection Condition (FPCON) at any individual facility or installation change, the Government may
require changes in contractor security matters or processes. During FPCONs Charlie and Delta,
services/installation access may be discontinued/postponed due to higher threat. Services will resume
when FPCON level and/or threat is reduced to an acceptable level as determined by the Installation
Commander. Contractor person working on an installation shall participate in the installation Random
Antiterrorism Measures Program as directed. Contractor shall be subject to and comply with vehicle
searches, wearing of ID badges, etc.
(b) iWatch (See Something, Say Something) Training: All contractor employees, including subcontractor
employees, shall receive training and participate in the local iWATCH program (training standards
provided by the requiring activity ATO). This locally developed training will be used to inform employeesof the types of behavior to watch for and instruct employees to report suspicious activity to the AOR. This
training shall be completed within 45 calendar days after contract start date or effective date ofincorporation of this requirement into the contract, whichever applies, and then annually thereafter. The
contractor shall submit certificates of completion for each affected contractor employee and subcontractor
employee to the AOR within 14 calendar days after completion of training by all employees andsubcontractor personnel.
(c) Access to DoD Facility or Installation: All contractor employees, including subcontractor employees, shallcomply with adjudication standards and procedures using the National Crime Information Center Interstate
Identification Index (NCIC-III) and Terrorist Screening Database (Army Directive 2014-05/AR 190-13);
applicable installation, facility and area commander installation and facility access and local security
policies and procedures (provided by the AOR).
(d) Information Management Army Information Technology/IA: The contractor shall be capable of accessing,handling, receiving and storing UNCLASSIFIED documents, equipment, hardware and test items using
thee applicable standards of For Official Use Only (FOUO) information. All Controlled Unclassified

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Information (documents designated as FOR OFFICIAL USE ONLY and/or LIMITED DISTRIBUTION)
shall be submitted by a controlled means using UPS mail, Safe Access File Exchange (SAFE) website
and/or DoD Army approved encryption software as per AR 25-1.
(e) For Official Use Only Information (FOUO) and Controlled Unclassified Information (CUI): Contract
personnel shall be capable of accessing, handling, receiving and storing UNCLASSIFIED documents,
equipment, hardware and test items using applicable standards of FOUO and CUI.
(f) OPSEC Training: In accordance with AR 530-1 (or DoDM 5205.02-M), new contractor employees,
including subcontractor employees, shall complete initial OPSEC training within 30 calendar days of awardand must also complete annual OPSEC awareness as provided by the appropriately designated OPSEC
level II trained OPSEC Officer/Coordinator. The contractor shall arrange training through the AOR.
(g) Public Release of Information: In accordance with AR 530-1 (or DoDM 5205.02-M), an OPSEC review
will be performed by the Government prior to all public release of information. All Government
information intended for public release by a contractor shall undergo a Government OPSEC review prior torelease. The OPSEC review will be performed as part of the Public Review Process described in Article
VII.
ARTICLE XII: TITLE AND DISPOSITION OF PROPERTY
A. Definitions
In this Article, “property” means any tangible personal property other than property actually consumed during theexecution of work under this Agreement.
B. Title to Property
No significant items of property are expected to be acquired under this Agreement by the COMPANY. Title to any
item of property valued $10,000 or less that is acquired by the COMPANY in performance of the Prototype Project
covered by this Agreement shall remain with the COMPANY with no further obligation of the Parties unlessotherwise determined by the AO. Should any item of property with an acquisition value greater than $10,000 be
required, the COMPANY shall obtain prior written approval of the AO. Title to this property shall also remain with
the COMPANY. The COMPANY shall be responsible for the maintenance, repair, protection, and preservation of
all such property at its own expense. Property acquired pursuant to this clause shall not be considered as in exchange
for services in performance of the project, but shall be considered a Government contribution to the project.
ARTICLE XIII: 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 tothe subject matter hereof. This Agreement may be revised only by written consent of the COMPANY and the ACCNJ Agreements Officer designated in this Agreement. By executing this agreement, the COMPANY affirms that it
is a non-traditional defense contractor and, as a result, is eligible to be awarded this Agreement.

(End of Summary of Changes)