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Section B - Supplies or Services and Prices

ITEM NO

SUPPLIES/SERVICESQUANTITY

UNIT(b) (4)

Milestone 1(b)(4)

NET AMTITEM NO

SUPPLIES/SERVICESQUANTITY

UNIT(b) (4)(b) (4)

Milestone 2
FFP(b) (4)

NET AMT(b) (4)

W15QKN-17-9-1029
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ITEM NO
0003

SUPPLIES/SERVICESQUANTITY
1

UNIT
Lot

UNIT PRICE(b) (4)AMOUNT

Milestone 3(b)(4)

NET AMT(b) (4)

ACRN AA
CIN: 000000000000000000000000000000

ITEM NO

SUPPLIES/SERVICESQUANTITY

UNIT(b) (4)

Milestone 4
FFP(b) (4)

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

W15QKN-17-9-1029
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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

INSPECT AT
Destination
Destination
Destination
Destination

INSPECT BY
Government
Government
Government
Government

ACCEPT AT
Destination
Destination
Destination
Destination

ACCEPT BY
Government
Government
Government
Government

W15QKN-17-9-1029
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Section F - Deliveries or Performance(b) (4)

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Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA(b) (4)

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Section H - Special Contract Requirements
TERMS AND CONDITIONSAGREEMENT BETWEENUNITED STATES ARMY CONTRACTING COMMAND [ NEW JERSEYPICATINNY ARSENAL, NJ 07806-5000
AND
PALANTIR USG, INC.
635 WAVERLY STREETPALO ALTO, CA 94301

Agreement No.: W15QKN-17-9-1029(b) (4)
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016 National Defense Authorization Act, P.L
114-92

W15QKN-17-9-1029
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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 & License Grant
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-17-9-1029
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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 Palantir USG,
Inc., hereinafter referred to as “The Company” in response to the Defense Innovation Unit [ Experimental (DIUx)
Commercial Solutions Offering (CSO). The principle purpose of this OTA will be demonstrate to the UnitedStates Air Force (USAF) the utility of the Gotham data management platform to address supply chain risk andmanagement issues that have potential to impact USAF 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 Palantir USG, Inc. Agreement No. W15QKN-17-9-1029.
“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-17-9-1029
Page 10 of 32“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 in Article I(C).
“Product” means COMPANY proprietary commercial software product(s) specified in the Agreement or provided
in connection with this Agreement, and any helpers, extensions, plug-ins, and add-ons, in any format, including
any improvements, modifications, derivative works, patches, updates, and upgrades thereto that COMPANY
provides to Government in connection with this Agreement.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope

Statement of Workfor
Supply Chain Visualization and Analytics
1.0 BackgroundThe government lacks visibility into the vast amount of public, private, and open-source data associated with its
global supply chain. Currently, the government uses more than 300 legacy data systems to support its operations,
often relying on manual workarounds to bridge disparate data structures and sources. As a result, when its supply
chain is disrupted, the government is often unaware for hours, days, or even weeks after, and lacks rapid access tothe information and analytical tools it needs to effectively respond. This deficiency to make timely, authoritative
logistical decisions to support operations around the world creates serious but avoidable risks to personnel and themission.
The government needs innovative business intelligence solutions to identify the resources required to support
multiple theaters and organizations around the world, and to manage the accompanying logistics constraints(including supply chain and distribution). This logistics common operating picture (LOG COP) will need to accessand move structured and unstructured data seamlessly across classified and unclassified nodes. Additionally, thedata will need to be stored in a secure cloud environment. Ultimately, a solution that meets these requirements will
empower commanders to simultaneously access advanced analytical and reporting tools to effectively coordinate
and manage resources across the government’s global operations.
2.0 Pilot Objectives

This pilot will be rolled out to four locations and run over a timeline of six months, including 120 days of access to
the Palantir Gotham software. The 120-day test period will commence upon completion of the Initial Project Work
phase as described in Section 3.8.1.
The pilot will integrate data from government-identified sources and unstructured open sources into the LOG
COP. The LOG COP will be implemented on SIPRNeT for the pilot, with hardware provided by the Contractor andhosted at Tinker Air Force Base, Oklahoma. The initial pilot will also minimally demonstrate the ability to integrate
unclassified and classified data into the SIPRNeT environment. Classified/SIPRNeT Data Source Program
Managers may require vendor to demonstrate their ability to access sources on NIPRNeT prior to providing accessto SIPRNeT cloud environment. Specific data sources are listed in Section 9.3.
The LOG COP will provide total asset visibility, predictive analysis, and comprehensive, timely, and accurate
information to anticipate demand, assess logistics feasibility, and support course of action (COA) development.
During initial kickoff and project scoping exercises, government and Contractor stakeholders will agree on specificareas of focus, which are anticipated to be aircraft and engine supply chain issues.

W15QKN-17-9-1029
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2.1 User Base

Air Force Sustainment Center (AFSC) will be the primary operational sponsor of the pilot. The Contractor will also
have access to operational users at Hickam, Scott, Tinker, and Langley Air Force Bases to participate in planning,product feedback, and training efforts. Users may also be located in units supporting Headquarters Pacific Air
Forces (HQ PACAF). See Section 7.0 Places of Performance for additional details.
2.2 Project Governance

Project Staffing
The government and the Contractor will convene a group of key project stakeholders to meet regularly to govern,
assess, and align pilot progress.
Government representation shall consist of the following:
ROLE
Senior Project
Lead/Agreements
Office Rep

Technical Lead

Subject Matter ExpertsRESPONSIBILITIES
Identify initial program office stakeholders
Provide sponsorship and continued engagement to ensure effective
implementation and access to key resources, such as data sources,
experts, and users
Review project progress with the Contractor Project Lead
Partner with the Contractor Project Team to obtain necessary approvals
Provide the Contractor Project Team with access to the required data
sources and data dictionaries (when available)
Help the Contractor Project Team resolve technical issues, such asaccess, workstation updates, etc.
Work with the Contractor Project Team on data modeling and toclearly define workflows
Provide feedback to the Contractor Project TeamThe Contractor Project Team will consist of the following:
ROLE
Project Lead

ForwardDeployed
Engineer
Deployment
Strategist(b) (4)RESPONSIBILITIESPrimary point of contact
Ensure team is aligned on key outcomes
Communicate status of the project to government stakeholders on a predetermined schedule for the duration of the pilot
Integrate data into the environment
Implement and deploy workflows
Configure the software
Work with users to appropriately model data
Create workflows
Work with subject matter experts to identify appropriate datasets

W15QKN-17-9-1029
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3.0

Technical Requirements
3.1
Software Licenses: Contractor shall provide Palantir commercial term licenses for this pilot, nolater than thirty (30) days after government accreditation of the Palantir Gotham platform (Ref.
Appendix A). Licenses will be available to the government for a period of 120 days.
3.2
Software Configuration: The Palantir environments shall be configured specific to theworkflows, objective, and outcomes of the Pilot. The Project Team shall configure Palantir for:3.2.1
Integration and management of equipment, supply, and operations data. The
Contractor shall integrate disparate data sets (see 9.3) from the government's authorized
systems into a common platform. Administrators and advanced users shall be able tomonitor, analyze and transform data as it is added to the platform, with access toadvanced analytics.
3.2.2
Enterprise Readiness & Total Asset Visibility. Once data has been integrated andsynchronized, the platform shall be configured to enable users to investigate and analyze
consolidated logistics data with intuitive analysis tools. Users shall be able to interact
with and manipulate massive-scale datasets without having to manually export, join, orotherwise manipulate the data. Users shall be able to assess global supply levels, perform
trend analysis, and identify instances of over- or under-supply.
3.2.3
Logistics COA Development. The platform shall be configured to enable logistics
personnel to conduct rapid COA development and refinement, taking into account current
and future operational needs. Users shall be able to seamlessly collaborate on COA
development with supporting personnel, as well as brief finalized COAs to decisionmakers, either directly from within the platform or by exporting data and analysis to avariety of open formats and/or industry formats, including CSV, Excel, Powerpoint or
KML/KMZ.
3.3
Installation & Hosting:
3.3.1
Contractor shall deploy two (2) Palantir environments: staging and production on
SIPRNeT. The staging environment mirrors the production environment and is used totest and verify data integrations and software configurations. A NIPRNeT presence will
also be required to pull data from NIPRNeT data sources and to push to SIPRNeT.
3.3.2
The Palantir platform shall be deployed on commodity hardware hosted at Tinker Air
Force Base, Oklahoma.
3.4
Data Integration: The pilot shall focus on SIPRNeT-based data sources, withNIPRNeT/Unclassified data being integrated contingent with Data Transfer Officer authority
and/or access to an existing cross-domain solution.
3.5
Training: The Contractor shall travel to deployment and integration sites, as necessary, to conduct
training, integration, and maintenance activities.
3.6
Reporting & Documentation
3.6.1
The Contractor shall provide documentation for use, maintenance, and administration of
the solution.
3.6.2
The Contractor shall provide a preliminary project plan and integration technical reportno later than 30 days after award. This report shall detail configuration, if any, on theContractor’s platform in order to produce a commercially viable and deployable platform.
The report shall also detail what actions are necessary for the Contractor and thegovernment in order to integrate and deploy the platform for use by the government.
3.6.3
The Contractor shall provide status updates to the project sponsors on a bi-weekly basis.
The report shall detail the status of integration and deployment activities, noting progresson or changes to the preliminary project plan. Details shall include analysis of mission fit,user feedback, and recent/upcoming training events.
3.6.4
The Contractor shall provide a final report at the end of Phase II. Report shall detailmission fit, user feedback, and letters and testimonials. Report shall also include aW15QKN-17-9-1029
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3.7
3.8

summary of user activity broken down by location, ideal use cases, and samples ofcompleted work.
Additional Technical Capabilities are listed in Appendix A.
Pilot Phases

3.8.1
Phase 0: Initial Project Work (Two Months)
Initial Project Work shall begin immediately following the Agreement award. Government andContractor representatives will discuss relevant project data, data access, users, and workflows.
During the Initial Project Work Period, the Contractor shall deliver the necessary hardware at the
government-specified data center location within 60 days of agreement award. The government
shall provide the Contractor with network access to SIPRNeT and NIPRNeT (including
accreditation steps included in Appendix A, Section 1.4.6); recurring, programmatic access toPriority Data Sources, as listed in GFE Section 9.3; DTO authority and/or access to an Air Forceapproved Cross Domain Solution (CDS); and the required badging and access to government
within 60 days of Agreement award.
3.8.2
Phase I: Integration Period (One Month)
The Integration Period begins after the Contractor has installed the necessary hardware andsoftware and received all Government accreditation, network access, and data access required by
Section 3.8.1. The Contractor shall complete integrations of Priority Data Sources, as listed in
GFE Section 9.3. SIPRNeT-based data sources shall be ingested at an automated, recurring basis.
NIPRNeT-based data sources shall be ingested on a weekly-basis through the DTO process, or at
an automated, recurring basis if CDS access is approved. Integrated data sources shall be available
for search, discovery, and analysis using out-of-the-box platform capabilities. This period also
involves data discovery, workflow discussions, implementation, and configuration of theContractor's commercial platform.
3.8.3

Phase II: Principal Period (Three Months)
The Principal period will include bi-weekly collaborative configuration sprints withgovernment users to refine workflows, the continued integration of additional data sources
relevant to the LOG COP, and regular check-ins with Pilot sponsors. During the Principal period,
the Contractor shall also configure the platform to address a minimum of three productconfigurations/analytical views to match specific government workflows requirements. The
Contractor shall also hold User Training and Feedback sessions with relevant stakeholders.
The Principal Period shall also cover pilot evaluation activities, during which the government andthe Contractor will jointly assess the impact of the Pilot, and set up briefings or demonstrations
with executive sponsors from the government. Executive sponsor briefings, to potentially include
the HAF/A4; Commander, Air Force Sustainment Center; and Commander, Pacific Air Forces,
will be required to ensure alignment of the platform to current and future government goals. The
Contractor shall continue to integrate the secondary data sources throughout the Principal Period(Ref. 9.3.4).

(b) (4)

W15QKN-17-9-1029(b) (4)(b) (4)(b) (4)

W15QKN-17-9-1029
Page 15 of 32(b) (4)Contractor personnel shall also conduct classified and unclassified work in Contractor facilities to include, but notlimited to, Mountain View, CA, and Washington, D.C.
Work may be performed at additional locations based on government user requirements.
8.0 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 Contractor shall provide cleared personnel to perform the aforementioned work on the Contractor’sbehalf.
9.0 Government Furnished Equipment (GFE) and Support

The government will provide the following equipment and support during the Initial Project Work, and will continue
to provide the same throughout the POP:
9.2
Installation Access and Badging: The government will secure Contractor pilot personnel with allnecessary badging, including issuing of Common Access Cards (CAC). Due no later than 60 days
after award date.
9.3
Data Access: Due no later than 60 days after award date, the government will secure access andauthorizations for the following Priority Data Sources:
9.3.1 Logistics Information Mission Support-Enterprise View (LIMS-EV)
9.3.2 Deliberate Crisis Action Planning & Execution Segment/Logistics Feasibility Assessment
Capability (DCAPES/LOGFAC)
9.3.3 Geospatial Information Systems (GIS)
9.3.4 Secondary Data Sources:
9.3.4.1 Integrated Data Environment (IDE) / Global Transportation Network (GTN)
Convergence (IGC)
9.3.4.2 Weapon Systems Management Information System/Requirements Availability
Execution Module (WSMIS)
9.4
Network Access: The government will provide access to the network environment, including
remote access from contractor's secure locations, and any required SIPRNeT tokens during theInitial Project Work. The government will also approve use of a data collection/ingestion agent
installed on the government’s network to coordinate ingestion from upstream data sources, which
may hold data source credentials provided by the government. Due no later than 60 days after
award date.
9.5
On-Site Space: The government will provide the Contractor Project Team with access to working
space, as required, for initial setup, training, and maintenance. Contractor Project Team will haveaccess to project site locations.
9.6
Data Transfer Officer: The government will certify a Contractor representative as a Data
Transfer Officer (DTO) for the pilot to ensure the Contractor can transfer data from NIPRNeT to
SIPRNeT in a timely manner, or will provide access to an existing DTO within the government.
Due no later than 60 days after award date.
Appendix A: Platform Capabilities

The following are minimum capabilities that will be demonstrated by the contractor’s platform:

1.1

Data Integration
1.1
The Contractor shall deliver a commercial data management platform that acquires datafrom numerous authoritative data sources in an automated manner that minimizes orW15QKN-17-9-1029
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1.2

1.3

1.4

eliminates the requirement for manual intervention during data acquisition and enables
information management.
1.2
The platform will be capable of integrating data from unclassified data sources into a
SIPR-hosted platform.
1.3
Data-agnostic data integration, including structured, unstructured, and semi-structured
data integration capabilities at terabyte scale
1.4
Data resynchronization mechanisms to stay in sync with changing data sources and push
any changes to the main repository
1.5
Graphical interfaces for importing and structuring small data sources, such as an Excel
spreadsheet, through the front-end user interface with “drag and drop” functionality
1.6
Data “pull” jobs through a RESTful web API or direct connections that refresh data andcan be run manually or on a schedule
1.7
Data “push” jobs through JDBC/ODBC drivers that provide automatic updates of data
1.8
The Contractor shall perform necessary integration with DOD, supplier, and carriersystems to meet the DOD requirement.
1.9
The Contractor shall provide management of information (integrated and stored data) toenable user to rapidly develop COA recommendations.
1.10
Government will approve use of a data collection/ingestion agent installed thegovernment’s network to coordinate ingestion from upstream data sources, which may
hold data source credentials provided by the Government.
Flexibility and Extensibility
1.1
Use of open and non-proprietary data and file formats for easy export and accessibility toother software systems. Export formats include Microsoft Office (.ppt, .doc, .xls),
HTML, CSV, ArcGIS (.shp), Google Earth ( kmz and kml), and XML
1.2
Designed with cross-platform programming languages, including Java and HTML5, for
operation on any platform
1.3
Public and open application programming interfaces (APIs) for extensibility andinterfacing with other software products (e.g., legacy programs of record, specialized
analytical software, entity extractors, natural language processing toolkits, and web
services)
Analytics and Visualization
1.1
The Contractor shall deliver a solution that presents a broad and immediate awareness ofactual or predicted perturbations in the supply chain to enable the DOD and AF tocontain, mitigate, and repair the consequences.
1.2
The Contractor shall deliver a configurable solution (user-defined operating picture(UDOP)) which integrates, analyzes, and visualizes information from multiple disparate
data sources, both private and public.
1.3
The Contractor shall provide real-time awareness of combat support and logistics
resources to multiple locations and echelons simultaneously.
1.4
The Contractor shall provide a web-based solution that enables access and/or launching
through a modern web browser, such as Google Chrome or Mozilla Firefox.
1.5
The Contractor shall deliver a solution that presents information in ways that is
immediately understandable and actionable to users other than data scientists, including:
1.1
Spreadsheet editor with live collaboration, data validation, and integration
with the platform intended to capture hand-edited, continually-updated data,
making it available to additional products.
1.2
Interactive, top-down, large-scale data exploration application to allow nontechnical users to iteratively explore massive-scale data in a top-down,
point-and-click application and filter billions of pieces of data into adigestible set of useful information.
1.3
Web application framework that allows analysts and business users tocreate applications and dashboards that are dynamically linked to theunderlying data
Security and Infrastructure

W15QKN-17-9-1029
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1.1

1.5

Role-based access controls that are assignable to individual users or groups of users andare stored in lists, which can be updated at any time
1.2
Specific degrees of access assignable to individual users and including a number of
permissions (ownership, write, read, discovery, and no access)
1.3
Multi-source authentication (e.g., enterprise LDAP, PKI, Active Directory, etc.) as wellas Single Sign-On (SSO) capabilities
1.4
Data encryption at rest via compliant mechanisms (e.g., full disk encryption, Kerberos)
1.5
SSL/TLS encryption of data in transit from client-to-server or server-to-server
1.6
The Contractor shall provide a solution that either:
1.1
Meets DOD Risk Management Framework (RMF) accreditation
requirements and has an authority to operate (ATO) on DOD NIPRNET and
SIPRNET, or
1.2
Achieves an entry on the Air Force/Enterprise/Approved Products Listing(AF/EAPL) and is permitted to be installed and operate on DOD NIPRNET
and SIPRNET; or
1.3
Can achieve an Interim Authority to Operate (IATO) on DOD NIPRNET
and SIPRNET for the duration of the pilot effort.
1.7
The Contractor shall also host the solution on commodity hardware located within an AFapproved data center.
1.8
The Contractor shall provide a solution capable of delivering integrated classified andunclassified content to SIPRNET users.
1.9
The Contractor shall provide secure collaboration across the logistics enterprise between
organizations, teams, and role based users.
The Contractor shall deliver capability and product improvements in phases using automated push
updates with minimal interruption to user access and workflows.

ARTICLE II: TERM & LICENSE GRANT
A. The Term of this Agreement(b) (4)

B. Grant of Limited License & O wn e r s h i p
Subject to Government’s continued and full compliance with all of the terms and conditions of this Agreement,
the COMPANY hereby grants to Government a non-transferable, non-exclusive, limited license, without any
right to sublicense, during the Term, to install, execute and use the Products solely for its internal purposes, andonly (i) in accordance with the technical specification documentation provided to Government by COMPANY
with regard to the Products (“Documentation”) and (ii) in accordance with the scope outlined in Article I.C.
Except for the limited license rights expressly provided herein, COMPANY retains all rights, title and interest
in and to the Products, Documentation and any other related documentation or materials provided by COMPANY
hereunder (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual orindustrial property rights embodied in any of the foregoing). Government acknowledges that it is obtaining only alimited license right to the Products, notwithstanding any reference to the terms “purchase” or “customer” herein.
The Products are licensed and not sold, and no ownership rights are being conveyed to Government under thisAgreement. Government will maintain the copyright notice and any other notices or product identifications thatappear on or in any Products and any associated media.

W15QKN-17-9-1029
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Government will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any
source code or underlying ideas or algorithms of any Product (except to the extent that applicable law
expressly prohibits such a reverse engineering restriction); (ii) provide, lease, lend, use for timesharing orservice bureau purposes or otherwise use or allow others to use a Product for the benefit of any third party;(iii) list or otherwise display or copy any object code of any Product; (iv) copy any Product (or component
thereof), except that Government may make a reasonable number of copies of the Products and/orDocumentation solely for backup, archival or disaster recovery purposes; (v) allow the transfer, transmission,
export, or re-export of any Product (or any portion thereof) or any COMPANY technical data; or (vii)
perform benchmark tests without the prior written consent of COMPANY (any results of such permitted
benchmark testing shall be deemed Confidential Information of COMPANY). Notwithstanding theserestrictions, nothing shall prevent Customer from development of software that interfaces with COMPANY’S
public APIs. Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Productmay be provided with notices and open source licenses from such communities and third parties that govern theuse of those portions, and any licenses granted hereunder do not alter any rights and obligations Government
may have under such open source licenses; however, the disclaimer of warranty and limitation of liability
provisions in this Agreement will apply to all such software in this Product distribution.

C. 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.
(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.

W15QKN-17-9-1029
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(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.
D. 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.
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:

ACC-NJ:(b) (6)

W15QKN-17-9-1029
Page 20 of 32(b) (6)AOR:(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 STOCKTON
3247 WEST MARCH LANESUITE 300
STOCKTON, CA 95219
Phone: 209-242-7467
FAX: 209-242-7585
DSN: 462-7014(b) (6)
Cognizant Defense Finance and Accounting Service Office:
DFAS - COLUMBUS CENTER (DoDAAC: HQ0339)
WEST ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
FAX: 877-749-4843
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
Statement of Work.
B. Project Payments: Milestone payments shall be made in accordance with the Milestone Payment Schedule in
Article I (C) of this agreement.
C. Reserved.
D. Reserved.

W15QKN-17-9-1029
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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 (DoDAAC: HQ0339)
WEST 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 httpst//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

HQ0339Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

W15BW9Accept at Other DoDAAC

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)

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:
51W88; DUNS number: 825284321. 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.

W15QKN-17-9-1029
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H. Financial Records and Reports: The COMPANY shall maintain adequate records to account for Federal funds
received under this Agreement and shall maintain adequate records to account for COMPANY Project Agreement
funding provided under this Agreement, should cost sharing procedures be implemented for funding a particular
project. COMPANY relevant financial records are subject to examination or audit on behalf of the ACC-NJ
Contracting Activity by the Government for a period not to exceed three (3) years after expiration of the term of theAgreement. The AO or designee shall have direct access to sufficient records and information of the, COMPANY toensure full accountability for all funding under this Agreement. Such audit, examination or access shall be
performed during business hours on business days upon prior written notice and shall be subject to the security
requirements of the audited party. Any audit required during the course of the program may be conducted by theGovernment using Government auditors or, at the request of COMPANY's external CPA accounting firm at theexpense of the COMPANY
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.

W15QKN-17-9-1029
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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 transfer Confidential Information or Trade
Secrets independently developed by the Government or the COMPANY or their subcontractors or suppliers, absent
an express written agreement between the Parties providing the terms and conditions for such disclosure. Parties
shall promptly notify each other of any actual or suspected misuse or unauthorized disclosure of Trade Secret or
Confidential Information.
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

W15QKN-17-9-1029
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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(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

W15QKN-17-9-1029
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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-17-9-1029
between the Palantir USG, Inc. 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.

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.

W15QKN-17-9-1029
Page 26 of 32“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.
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.

W15QKN-17-9-1029
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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.
All COMPANY provided Products and Documentation, including configurations to be provided, are
Category A Data. No deliveries to the Government of Category B data are contemplated or required under thisAgreement.
3.
If applicable, the Government shall have immediate and irrevocable Government Purpose Rights to all
Category C Data.
4.
If applicable, the COMPANY shall deliver third-party computer software, Category D data, as required forthe performance or operation of other computer software required to be delivered in the performance of thisAgreement, 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.

Identification of Principal Rights.

COMPANY offers a “commercial item” as defined at 48 C.F.R. 2.101, consisting of commercial computer software,commercial computer software documentation and commercial services. Government agrees that its (i) use,
duplication, reproduction, release, modification, disclosure, or transfer of the Products and any related
Documentation of any kind, including, without limitation, technical data and manuals, will be subject to the terms
and conditions of this Agreement, in accordance with Defense Federal Acquisition Regulation Supplement
227.7202-1, (ii) the Products and Documentation were developed fully at private expense and (iii) all other use of
the Products and Documentation except in accordance with the license grant provided above is strictly prohibited.inaccordance with the intellectual and data rights for commercial software defined in FAR 27.405-3 and FAR 12.212.
The Government retains all rights, title and interest in and to any technical data, analysis, and content theGovernment provides for transmission, storage, integration, import, display, distribution, or use in or through theProduct, as well as any applications the Government or third-party vendors create on top of the Product.
COMPANY retains all intellectual property rights in its Products and Documentation.

E.
Marking of Data: All Products and related Documentation delivered by COMPANY is Category A Dataand will be marked as such where possible. Any additional Data, such as the Preliminary Project Plan and Final
Report, 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-17-9-1029. Use, duplication, or disclosure is
subject to the restrictions as stated in Agreement W15QKN-17-9-1029 NUMBER between the COMPANY and theGovernment.”
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, theW15QKN-17-9-1029
Page 28 of 32
Data will be maintained in confidence and disclosed and used by the Government and such Government Contractors
or contract employees that the Government may hire on a temporary or periodic basis only for the purpose 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
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 RIGHTSRESERVEDW15QKN-17-9-1029
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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.)

W15QKN-17-9-1029
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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

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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.

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SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION B - SUPPLIES OR SERVICES AND PRICES(b) (4)

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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
PALANTIR USG, INC.
635 WAVERLY STREETPALO ALTO, CA 94301

Agreement No.: W15QKN-17-9-1029
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, License Grant, and Cloud Terms
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 Palantir USG,
Inc., hereinafter referred to as “The Company” in response to the Defense Innovation Unit – Experimental (DIUx)
Commercial Solutions Offering (CSO). The principle purpose of this OTA will be demonstrate to the United States
Air Force (USAF) the utility of the Gotham data management platform to address supply chain risk andmanagement issues that have potential to impact USAF 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 Palantir USG, Inc. Agreement No. W15QKN-17-9-1029.
“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” or “customer” 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-17-9-1029
P00001Page 7 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 in Article I(C).
“Product” means COMPANY proprietary commercial software product(s) specified in the Agreement or provided
in connection with this Agreement, and any helpers, extensions, plug-ins, and add-ons, in any format, including
any improvements, modifications, derivative works, patches, updates, and upgrades thereto that COMPANY
provides to Government in connection with this Agreement.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope

Statement of Workfor
Supply Chain Visualization and Analytics
1.0 BackgroundThe government lacks visibility into the vast amount of public, private, and open-source data associated with its
global supply chain. Currently, the government uses more than 300 legacy data systems to support its operations,
often relying on manual workarounds to bridge disparate data structures and sources. As a result, when its supply
chain is disrupted, the government is often unaware for hours, days, or even weeks after, and lacks rapid access tothe information and analytical tools it needs to effectively respond. This deficiency to make timely, authoritative
logistical decisions to support operations around the world creates serious but avoidable risks to personnel and themission.
The government needs innovative business intelligence solutions to identify the resources required to support
multiple theaters and organizations around the world, and to manage the accompanying logistics constraints(including supply chain and distribution). This logistics common operating picture (LOG COP) will need to accessand move structured and unstructured data seamlessly across classified and unclassified nodes. Additionally, thedata will need to be stored in a secure cloud environment. Ultimately, a solution that meets these requirements will
empower commanders to simultaneously access advanced analytical and reporting tools to effectively coordinate
and manage resources across the government’s global operations.
2.0 Pilot Obcectives

This pilot will be rolled out to four locations and run over a timeline of six months, including 120 days of access to
the Palantir Gotham software. The 120-day test period will commence upon completion of the Initial Project Work
phase as described in Section 3.8.1.
The pilot will integrate data from government-identified sources and unstructured open sources into the LOG
COP. The LOG COP will be implemented on SIPRNeT for the pilot, with hardware provided by the Contractor andhosted at Tinker Air Force Base, Oklahoma. The initial pilot will also minimally demonstrate the ability to integrate
unclassified and classified data into the SIPRNeT environment. Classified/SIPRNeT Data Source Program
Managers may require vendor to demonstrate their ability to access sources on NIPRNeT prior to providing accessto SIPRNeT cloud environment. Specific data sources are listed in Section 9.3.
The LOG COP will provide total asset visibility, predictive analysis, and comprehensive, timely, and accurate
information to anticipate demand, assess logistics feasibility, and support course of action (COA) development.
During initial kickoff and project scoping exercises, government and Contractor stakeholders will agree on specificareas of focus, which are anticipated to be aircraft and engine supply chain issues.

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2.1 User Base

Air Force Sustainment Center (AFSC) will be the primary operational sponsor of the pilot. The Contractor will also
have access to operational users at Hickam, Scott, Tinker, and Langley Air Force Bases to participate in planning,product feedback, and training efforts. Users may also be located in units supporting Headquarters Pacific Air
Forces (HQ PACAF). See Section 7.0 Places of Performance for additional details.
2.2 Procect Governance

Procect Staffing
The government and the Contractor will convene a group of key project stakeholders to meet regularly to govern,
assess, and align pilot progress.
Government representation shall consist of the following:
ROLE
Senior Project
Lead/Agreements
Office Rep

Technical Lead

Subject Matter ExpertsRESPONSIBILITIES
Identify initial program office stakeholders
Provide sponsorship and continued engagement to ensure effective
implementation and access to key resources, such as data sources,
experts, and users
Review project progress with the Contractor Project Lead
Partner with the Contractor Project Team to obtain necessary approvals
Provide the Contractor Project Team with access to the required data
sources and data dictionaries (when available)
Help the Contractor Project Team resolve technical issues, such asaccess, workstation updates, etc.
Work with the Contractor Project Team on data modeling and toclearly define workflows
Provide feedback to the Contractor Project TeamThe Contractor Project Team will consist of the following:
ROLE
Project Lead

ForwardDeployed
Engineer
Deployment
Strategist(b) (4)RESPONSIBILITIESPrimary point of contact
Ensure team is aligned on key outcomes
Communicate status of the project to government stakeholders on a predetermined schedule for the duration of the pilot
Integrate data into the environment
Implement and deploy workflows
Configure the software
Work with users to appropriately model data
Create workflows
Work with subject matter experts to identify appropriate datasets

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3.0

Technical Requirements
3.1
Software Licenses: Contractor shall provide Palantir commercial term licenses for this pilot, nolater than thirty (30) days after government accreditation of the Palantir Gotham platform (Ref.
Appendix A). Licenses will be available to the government for a period of 120 days.
3.2
Software Configuration: The Palantir environments shall be configured specific to theworkflows, objective, and outcomes of the Pilot. The contractor shall configure Palantir for:3.2.1
Integration and management of equipment, supply, and operations data. The
Contractor shall integrate disparate data sets (see 9.3) from the government's authorized
systems into a common platform. Administrators and advanced users shall be able tomonitor, analyze and transform data as it is added to the platform, with access toadvanced analytics.
3.2.2
Enterprise Readiness & Total Asset Visibility. Once data has been integrated andsynchronized, the contractor shall configure the platform to enable users to investigate
and analyze consolidated logistics data with intuitive analysis tools. Users shall be able tointeract with and manipulate massive-scale datasets without having to manually export,
join, or otherwise manipulate the data. Users shall be able to assess global supply levels,
perform trend analysis, and identify instances of over- or under-supply.
3.2.3
Logistics COA Development. The contractor shall configure the platform toenable logistics personnel to conduct rapid COA development and refinement, taking into
account current and future operational needs. Users shall be able to seamlesslycollaborate on COA development with supporting personnel, as well as brief finalized
COAs to decision-makers, either directly from within the platform or by exporting data
and analysis to a variety of open formats and/or industry formats, including CSV, Excel,
Powerpoint or KML/KMZ.
3.3
Installation & Hosting:
3.3.1
Contractor shall deploy two (2) Palantir environments: staging and production on
SIPRNeT. The staging environment mirrors the production environment and is used totest and verify data integrations and software configurations. A NIPRNeT presence shallbe required to pull data from NIPRNeT data sources and to push to SIPRNeT.
3.3.2
The Palantir platform shall be deployed on commodity hardware hosted at a CONUSbased site at the government’s discretion.
3.4
Data Integration: The pilot shall focus on SIPRNeT-based data sources, withNIPRNeT/Unclassified data being integrated contingent with Data Transfer Officer authority
and/or access to an existing cross-domain solution.
3.5
Training: The Contractor shall travel to deployment and integration sites, as necessary, to conduct
training, integration, and maintenance activities.
3.6
Reporting & Documentation
3.6.1
The Contractor shall provide documentation for use, maintenance, and administration of
the solution.
3.6.2
The Contractor shall provide a preliminary project plan and integration technical reportno later than 30 days after award. This report shall detail configuration, if any, on theContractor’s platform in order to produce a commercially viable and deployable platform.
The report shall also detail what actions are necessary for the Contractor and thegovernment in order to integrate and deploy the platform for use by the government.
3.6.3
The Contractor shall provide status updates to the project sponsors on a bi-weekly basis.
The report shall detail the status of integration and deployment activities, noting progresson or changes to the preliminary project plan. Details shall include analysis of mission fit,user feedback, and recent/upcoming training events.
3.6.4
The Contractor shall provide a final report at the end of Phase II. Report shall detailmission fit, user feedback, and letters and testimonials. Report shall also include aW15QKN-17-9-1029
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3.7
3.8

summary of user activity broken down by location, ideal use cases, and samples ofcompleted work.
Additional Technical Capabilities are listed in Appendix A.
Pilot Phases

3.8.1
Phase 0: Initial Procect Work (Two Months)
Initial Project Work shall begin immediately following the Agreement award. Government andContractor representatives will discuss relevant project data, data access, users, and workflows.
During the Initial Project Work Period, the Contractor shall deliver the necessary hardware at the
government-specified data center location within 60 days of agreement award. The government
shall provide the Contractor with network access to SIPRNeT and NIPRNeT (including
accreditation steps included in Appendix A, Section 1.4.6); recurring, programmatic access toPriority Data Sources, as listed in GFE Section 9.3; DTO authority and/or access to an Air Forceapproved Cross Domain Solution (CDS); and the required badging and access to government
within 60 days of Agreement award.
3.8.2
Phase I: Integration Period (One Month)
The Integration Period begins after the Contractor has installed the necessary hardware andsoftware and received all Government accreditation, network access, and data access required by
Section 3.8.1. The Contractor shall complete integrations of Priority Data Sources, as listed in
GFE Section 9.3. SIPRNeT-based data sources shall be ingested at an automated, recurring basis.
NIPRNeT-based data sources shall be ingested on a weekly-basis through the DTO process, or at
an automated, recurring basis if CDS access is approved. Integrated data sources shall be available
for search, discovery, and analysis using out-of-the-box platform capabilities. This period also
involves data discovery, workflow discussions, implementation, and configuration of theContractor's commercial platform.
3.8.3

Phase II: Principal Period (Three Months)
The Principal period will include bi-weekly collaborative configuration sprints withgovernment users to refine workflows, the continued integration of additional data sources
relevant to the LOG COP, and regular check-ins with Pilot sponsors. During the Principal period,
the Contractor shall also configure the platform to address a minimum of three productconfigurations/analytical views to match specific government workflows requirements. The
Contractor shall also hold User Training and Feedback sessions with relevant stakeholders.
The Principal Period shall also cover pilot evaluation activities, during which the government andthe Contractor will jointly assess the impact of the Pilot, and set up briefings or demonstrations
with executive sponsors from the government. Executive sponsor briefings, to potentially include
the HAF/A4; Commander, Air Force Sustainment Center; and Commander, Pacific Air Forces,
will be required to ensure alignment of the platform to current and future government goals. The
Contractor shall continue to integrate the secondary data sources throughout the Principal Period(Ref. 9.3.4).

(b) (4)

N/A

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W15QKN-17-9-1029
P00001Page 12 of 31(b) (4)Contractor personnel shall also conduct classified and unclassified work in Contractor facilities to include, but notlimited to, Mountain View, CA, and Washington, D.C.
Work may be performed at additional locations based on government user requirements.
8.0 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 Contractor shall provide cleared personnel to perform the aforementioned work on the Contractor’sbehalf.
9.0 Government Furnished Equipment (GFE) and Support

The government will provide the following equipment and support during the Initial Project Work, and will continue
to provide the same throughout the POP:
9.2
Installation Access and Badging: The government will secure Contractor pilot personnel with allnecessary badging, including issuing of Common Access Cards (CAC). Due no later than 60 days
after award date.
9.3
Data Access: Due no later than 60 days after award date, the government will secure access andauthorizations for the following Priority Data Sources:
9.3.1 Logistics Information Mission Support-Enterprise View (LIMS-EV)
9.3.2 Deliberate Crisis Action Planning & Execution Segment/Logistics Feasibility Assessment
Capability (DCAPES/LOGFAC)
9.3.3 Geospatial Information Systems (GIS)
9.3.4 Secondary Data Sources:
9.3.4.1 Integrated Data Environment (IDE) / Global Transportation Network (GTN)
Convergence (IGC)
9.3.4.2 Weapon Systems Management Information System/Requirements Availability
Execution Module (WSMIS)
9.4
Network Access: The government will provide access to the network environment, including
remote access from contractor's secure locations, and any required SIPRNeT tokens during theInitial Project Work. The government will also approve use of a data collection/ingestion agent
installed on the government’s network to coordinate ingestion from upstream data sources, which
may hold data source credentials provided by the government. Due no later than 60 days after
award date.
9.5
On-Site Space: The government will provide the Contractor Project Team with access to working
space, as required, for initial setup, training, and maintenance. Contractor Project Team will haveaccess to project site locations.
9.6
Data Transfer Officer: The government will certify a Contractor representative as a Data
Transfer Officer (DTO) for the pilot to ensure the Contractor can transfer data from NIPRNeT to
SIPRNeT in a timely manner, or will provide access to an existing DTO within the government.
Due no later than 60 days after award date.

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Appendix A: Platform Capabilities

The following are minimum capabilities that will be demonstrated by the contractor’s platform:

1.1

1.2

1.3

Data Integration
1.1
The Contractor shall deliver a commercial data management platform that acquires datafrom numerous authoritative data sources in an automated manner that minimizes or
eliminates the requirement for manual intervention during data acquisition and enables
information management.
1.2
The platform will be capable of integrating data from unclassified data sources into a
SIPR-hosted platform.
1.3
Data-agnostic data integration, including structured, unstructured, and semi-structured
data integration capabilities at terabyte scale
1.4
Data resynchronization mechanisms to stay in sync with changing data sources and push
any changes to the main repository
1.5
Graphical interfaces for importing and structuring small data sources, such as an Excel
spreadsheet, through the front-end user interface with “drag and drop” functionality
1.6
Data “pull” jobs through a RESTful web API or direct connections that refresh data andcan be run manually or on a schedule
1.7
Data “push” jobs through JDBC/ODBC drivers that provide automatic updates of data
1.8
The Contractor shall perform necessary integration with DOD, supplier, and carriersystems to meet the DOD requirement.
1.9
The Contractor shall provide management of information (integrated and stored data) toenable user to rapidly develop COA recommendations.
1.10
Government will approve use of a data collection/ingestion agent installed thegovernment’s network to coordinate ingestion from upstream data sources, which may
hold data source credentials provided by the Government.
Flexibility and Extensibility
1.1
Use of open and non-proprietary data and file formats for easy export and accessibility toother software systems. Export formats include Microsoft Office (.ppt, .doc, .xls),
HTML, CSV, ArcGIS (.shp), Google Earth ( kmz and kml), and XML
1.2
Designed with cross-platform programming languages, including Java and HTML5, for
operation on any platform
1.3
Public and open application programming interfaces (APIs) for extensibility andinterfacing with other software products (e.g., legacy programs of record, specialized
analytical software, entity extractors, natural language processing toolkits, and web
services)
Analytics and Visualization
1.1
The Contractor shall deliver a solution that presents a broad and immediate awareness ofactual or predicted perturbations in the supply chain to enable the DOD and AF tocontain, mitigate, and repair the consequences.
1.2
The Contractor shall deliver a configurable solution (user-defined operating picture(UDOP)) which integrates, analyzes, and visualizes information from multiple disparate
data sources, both private and public.
1.3
The Contractor shall provide real-time awareness of combat support and logistics
resources to multiple locations and echelons simultaneously.
1.4
The Contractor shall provide a web-based solution that enables access and/or launching
through a modern web browser, such as Google Chrome or Mozilla Firefox.
1.5
The Contractor shall deliver a solution that presents information in ways that is
immediately understandable and actionable to users other than data scientists, including:
1.1
Spreadsheet editor with live collaboration, data validation, and integration
with the platform intended to capture hand-edited, continually-updated data,
making it available to additional products.
1.2
Interactive, top-down, large-scale data exploration application to allow nontechnical users to iteratively explore massive-scale data in a top-down,

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1.4

1.5

point-and-click application and filter billions of pieces of data into adigestible set of useful information.
1.3
Web application framework that allows analysts and business users tocreate applications and dashboards that are dynamically linked to theunderlying data
Security and Infrastructure
1.1
Role-based access controls that are assignable to individual users or groups of users andare stored in lists, which can be updated at any time
1.2
Specific degrees of access assignable to individual users and including a number of
permissions (ownership, write, read, discovery, and no access)
1.3
Multi-source authentication (e.g., enterprise LDAP, PKI, Active Directory, etc.) as wellas Single Sign-On (SSO) capabilities
1.4
Data encryption at rest via compliant mechanisms (e.g., full disk encryption, Kerberos)
1.5
SSL/TLS encryption of data in transit from client-to-server or server-to-server
1.6
The Contractor shall provide a solution that either:
1.1
Meets DOD Risk Management Framework (RMF) accreditation
requirements and has an authority to operate (ATO) on DOD NIPRNET and
SIPRNET, or
1.2
Achieves an entry on the Air Force/Enterprise/Approved Products Listing(AF/EAPL) and is permitted to be installed and operate on DOD NIPRNET
and SIPRNET; or
1.3
Can achieve an Interim Authority to Operate (IATO) on DOD NIPRNET
and SIPRNET for the duration of the pilot effort.
1.7
The Contractor shall also host the solution on commodity hardware located within an AFapproved data center.
1.8
The Contractor shall provide a solution capable of delivering integrated classified andunclassified content to SIPRNET users.
1.9
The Contractor shall provide secure collaboration across the logistics enterprise between
organizations, teams, and role based users.
The Contractor shall deliver capability and product improvements in phases using automated push
updates with minimal interruption to user access and workflows.

ARTICLE II: TERM, LICENSE GRANT and CLOUD TERMS
A. The Term of this Agreement
This OTA will be available for use for a period of six (6) months from the date the OTA is awarded. The software
licenses provided within this agreement are available for use for a period of four (4) months (“Term”) after the
initial setup period is completed. Provisions of this Agreement, 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. Grant of Limited License & Ownership
Subject to Government’s continued and full compliance with all of the terms and conditions of this Agreement,
the COMPANY hereby grants to Government a non-transferable, non-exclusive, limited license, without any
right to sublicense, during the Term, to install, execute and use the Products solely for its internal purposes, andonly (i) in accordance with the technical specification documentation provided to Government by COMPANY
with regard to the Products (“Documentation”) and (ii) in accordance with the scope outlined in Article I.C.
Except for the limited license rights expressly provided herein, COMPANY retains all rights, title and interest
in and to the Products, Documentation and any other related documentation or materials provided by COMPANY
hereunder (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual orindustrial property rights embodied in any of the foregoing). Government acknowledges that it is obtaining only a

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limited license right to the Products, notwithstanding any reference to the terms “purchase” or “customer” herein.
The Products are licensed and not sold, and no ownership rights are being conveyed to Government under thisAgreement. Government will maintain the copyright notice and any other notices or product identifications thatappear on or in any Products and any associated media.

Government will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any
source code or underlying ideas or algorithms of any Product (except to the extent that applicable law
expressly prohibits such a reverse engineering restriction); (ii) provide, lease, lend, use for timesharing orservice bureau purposes or otherwise use or allow others to use a Product for the benefit of any third party;(iii) list or otherwise display or copy any object code of any Product; (iv) copy any Product (or component
thereof), except that Government may make a reasonable number of copies of the Products and/orDocumentation solely for backup, archival or disaster recovery purposes; (v) allow the transfer, transmission,
export, or re-export of any Product (or any portion thereof) or any COMPANY technical data; or (vii)
perform benchmark tests without the prior written consent of COMPANY (any results of such permitted
benchmark testing shall be deemed Confidential Information of COMPANY). Notwithstanding theserestrictions, nothing shall prevent Customer from development of software that interfaces with COMPANY’S
public APIs. Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Productmay be provided with notices and open source licenses from such communities and third parties that govern theuse of those portions, and any licenses granted hereunder do not alter any rights and obligations Government
may have under such open source licenses; however, the disclaimer of warranty and limitation of liability
provisions in this Agreement will apply to all such software in this Product distribution.

C. Cloud Terms
CERTAIN DEFINITIONS. IN ADDITION TO THE TERMS DEFINED IN ARTICLE II, PARAGRAPH B AND
OTHER SECTIONS OF THE AGREEMENT, THE FOLLOWING CAPITALIZED TERMS WILL HAVE THE
MEANINGS INDICATED BELOW UNLESS OTHERWISE SPECIFICALLY DEFINED IN ANY EXHIBITSHERETO.
“Cloud Client Software” means the software provided by COMPANY for installation locally by Customer in orderto access the Cloud Solution.
“Cloud Solution(s)” means COMPANY’S service to provide a cloud platform for data analysis, including access to
the Product and any Updates that are made available in connection with this Agreement.
“Cloud Content” means any data or content that is provided by Customer for transmission, storage, integration,
import, display, distribution or use in or through use of the Cloud Solutions.
“Intellectual Property Rights” means patent, copyright, trademark, trade secret and other intellectual or industrial
property rights.
“Cloud Software” means the Product, any third- party software used to deliver the Cloud Solutions, the Cloud
Client Software, and any improvements, modifications, derivative works, patches, updates, and upgrades thereto
that COMPANY develops or provides to Customer hereunder.
“Cloud Updates” means Cloud Solution changes that COMPANY implements in the applicable generally available
Cloud Solution without the payment of additional fees, and associated Client Software updates. Updates do notinclude new platform services that COMPANY makes available for an additional charge.
PROVISION OF CLOUD SOLUTIONSProvision of Cloud Solutions. At Customer’s request, and in lieu of the limited license grant provided in Section 2of the Agreement authorizing Customer to install, execute and use the Products in object code format, COMPANY
will provide Customer with access to the Cloud Solution pursuant to the applicable Statement of Work during theapplicable Term associated with such Cloud Solution solely for its internal business purposes, and for use inaccordance with the technical specification documentation provided to Customer by COMPANY with regard to the
Cloud Solutions (“Cloud Documentation”).

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Authorized User Accounts. Customer may establish Cloud Solution accounts (“Accounts”) for Customer’s
employees or independent contractors with a need access the Cloud Solutions on behalf of Customer (“Authorized
Users”). Customer shall inform each Authorized User of its obligations under, and ensure that each AuthorizedUser at all times abides by, the terms of this Agreement. Customer shall immediately notify COMPANY in theevent that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement.
Customer shall be liable for any breach of this Agreement or Addendum by an Authorized User.
Account Protection. Customer shall be solely responsible for administering Accounts that are established by
Customer (if any). Customer agrees to provide access to the Cloud Client Software and Cloud Solutions only toAuthorized Users, and to require such Authorized Users to keep Account login information, including user names
and passwords, strictly confidential and not provide such Account login information to any unauthorized parties.
Customer is responsible for, to the extent reasonably possible, maintaining the confidentiality of Account login
information. In the event that Customer or any Authorized User becomes aware that the security of any Accountlogin information has been compromised, Customer shall promptly de-activate such Account or change the
Account’s login information.
Cloud Client Software. COMPANY hereby grants to Customer a non-exclusive, nontransferable, limited license to
use the Cloud Client Software during the Term for the sole purposes of using and receiving Cloud Solutions. At
COMPANY’S request, Customer will promptly install Updates to the Cloud Client Software provided by
COMPANY.
Customer Information, Materials and Content. Customer shall provide COMPANY with all information, assistanceand materials, including access to Cloud Content, as reasonably required for COMPANY to activate and operate
the Cloud Solutions for Customer pursuant to the Agreement and this Addendum. Customer grants and agrees togrant to COMPANY a non-exclusive license to use, copy, store, process, retrieve, and display such informationand materials in connection with the provision of the Cloud Solutions for Customer. COMPANY is not permitted
to disclose Cloud Content without Customer’s consent unless required to do so pursuant to applicable law or
regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation
subpoenas).
Updates. COMPANY will have the right to update the Cloud Solutions from time to time, provided that
COMPANY will not materially diminish the functionality or performance of the Cloud Solutions unless suchchanges are made: (i) to address digital rights management or security issues, (ii) in response to claims, litigation,or loss of license rights related to third-party Intellectual Property Rights, or (iii) to comply with applicable law or
regulation or requests or orders of judicial, governmental or regulatory entities.
Aws terms and conditions. At Customer’s request COMPANY is providing the Products and/or Cloud Solution for
use with Amazon Web Services (“AWS”), and is authorized to open and/or operate an AWS account on behalf ofCustomer and, as applicable, in Customer’s name. COMPANY is not responsible or liable for the services provided
by AWS (including, without limitation, uptime guarantees, outages, or failure). Customer authorizes COMPANY,
as COMPANY deems necessary to (a) access such AWS account on behalf of customer and (b) use, modify, andoperate on all Content in order to provide the Products and Cloud Solution. If COMPANY receives a third-party
subpoena or other compulsory legal order or process regarding Customer’s account or Content, COMPANY may
provide Customer notice, except where providing notice is prohibited by the legal process itself, by court order, orby applicable law or where COMPANY has reason to believe providing notice could create a risk of injury or deathto any person. If COMPANY is obligated to respond to a third-party subpoena or other request or order of judicial,governmental or regulatory entities, Customer will agree to negotiate reimbursement, subject to availability offunding, of COMPANY for reasonable attorneys’ fees, as well as for the time and materials spent by COMPANY
responding to the third-party subpoena or other request or order of judicial, governmental or regulatory entities.
CLOUD PROPRIETARY RIGHTS.
Customer acknowledges and agrees that ARTICLES II, V, VI, and VIII of this Agreement apply in full and extend
to any provision of Cloud Solutions, Cloud Client Software, Cloud Software, Cloud Documentation, Cloud Updates
and any other related documentation or materials provided by COMPANY (including without limitation all
Intellectual Property Rights embodied in any of the foregoing).
Content. As between the Parties, Customer retains all rights, title, and interest in and to the Cloud Content.
Usage Data. COMPANY may collect analytics, statistics or other data related to the Content and Customer’s use of

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the Cloud Solutions (i) in order to provide the Cloud Solutions to Customer; (ii) for statistical use (provided thatsuch data is not personally identifiable); or (iii) to monitor, analyze, maintain and improve the Cloud Solutions.
CUSTOMER REPRESENTATIONS AND WARRANTIES.
CUSTOMER CLOUD CONTENT. CUSTOMER REPRESENTS, WARRANTS AND COVENANTS TO
COMPANY THAT (I) IT WILL NOT TRANSMIT, STORE, INTEGRATE, IMPORT, DISPLAY, DISTRIBUTE,USE OR OTHERWISE MAKE AVAILABLE ANY CLOUD CONTENT THAT IS, OR IS OBTAINED IN A
MANNER THAT IS, UNAUTHORIZED, IMPROPER OR ILLEGAL; (II) NO CLOUD CONTENT INFRINGESUPON OR VIOLATES ANY OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, PRIVACY,
PUBLICITY OR OTHER PROPRIETARY RIGHTS; (III) THIS AGREEMENT OR ADDENDUM IMPOSES NOOBLIGATIONS, BY CONTRACT OR LOCAL, STATE, FEDERAL, INTERNATIONAL LAW, REGULATION
OR ORDINANCE, WITH RESPECT TO CLOUD CONTENT, UNLESS EXPLICITLY AGREED IN THE
STATEMENT OF WORK. CUSTOMER ACKNOWLEDGES THAT ALL CLOUD CONTENT THATCUSTOMER TRANSMITS, STORES, INTEGRATES, IMPORTS, DISPLAYS, DISTRIBUTES, USES OR
OTHERWISE MAKES AVAILABLE THROUGH USE OF THE CLOUD SOLUTIONS AND THE
CONCLUSIONS DRAWN THEREFROM ARE DONE AT CUSTOMER’S OWN RISK AND CUSTOMERWILL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY DAMAGE OR LOSSES TO ANY PARTY
RESULTING THEREFROM SUBJECT TO THE EXTENT OF LIABILITY PERMISSIBLE UNDER FEDERAL
LAW. ALL DISPUTES ARISING UNDER OR RELATING TO THIS CONTRACT SHALL BE RESOLVED IN
ACCORDANCE WITH “ARTICLE V: DISPUTES” WITHIN THIS AGREEMENT.

D. 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.
(6) As directed by the AO, transfer title to the following, where applicable, and deliver to the Government -W15QKN-17-9-1029
P00001Page 18 of 31(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.
E. 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.
ARTICLE III: AGREEMENT ADMINISTRATIONW15QKN-17-9-1029
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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 STOCKTON
3247 WEST MARCH LANESUITE 300
STOCKTON, CA 95219
Cognizant Defense Finance and Accounting Service Office:
DFAS - COLUMBUS CENTER (DoDAAC: HQ0339)
WEST ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
FAX: 877-749-4843
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
Statement of Work.
B. Project Payments: Milestone payments shall be made in accordance with the Milestone Payment Schedule in
Article I (C) of this agreement.
C. Reserved.

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D. Reserved.
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 (DoDAAC: HQ0339)
WEST 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 httpst//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

HQ0339Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

W15BW9Accept at Other DoDAAC

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)

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:
51W88; DUNS number: 825284321. Registration in the System Award for Management (SAM) is mandatory.

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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. Financial Records and Reports: The COMPANY shall maintain adequate records to account for Federal funds
received under this Agreement and shall maintain adequate records to account for COMPANY Project Agreement
funding provided under this Agreement, should cost sharing procedures be implemented for funding a particular
project. COMPANY relevant financial records are subject to examination or audit on behalf of the ACC-NJ
Contracting Activity by the Government for a period not to exceed three (3) years after expiration of the term of theAgreement. The AO or designee shall have direct access to sufficient records and information of the, COMPANY toensure full accountability for all funding under this Agreement. Such audit, examination or access shall be
performed during business hours on business days upon prior written notice and shall be subject to the security
requirements of the audited party. Any audit required during the course of the program may be conducted by theGovernment using Government auditors or, at the request of COMPANY's external CPA accounting firm at theexpense of the COMPANY
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 transfer Confidential Information or Trade
Secrets independently developed by the Government or the COMPANY or their subcontractors or suppliers, absent
an express written agreement between the Parties providing the terms and conditions for such disclosure. Parties
shall promptly notify each other of any actual or suspected misuse or unauthorized disclosure of Trade Secret or
Confidential Information.
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

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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,(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.

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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
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-17-9-1029
between the Palantir USG, Inc. 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.

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.

W15QKN-17-9-1029
P00001Page 25 of 31“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.
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.

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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.
All COMPANY provided Products and Documentation, including configurations to be provided, are
Category A Data. No deliveries to the Government of Category B data are contemplated or required under thisAgreement.
3.
If applicable, the Government shall have immediate and irrevocable Government Purpose Rights to all
Category C Data.
4.
If applicable, the COMPANY shall deliver third-party computer software, Category D data, as required forthe performance or operation of other computer software required to be delivered in the performance of thisAgreement, 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.

Identification of Principal Rights.

COMPANY offers a “commercial item” as defined at 48 C.F.R. 2.101, consisting of commercial computer software,commercial computer software documentation and commercial services. Government agrees that its (i) use,
duplication, reproduction, release, modification, disclosure, or transfer of the Products and any related
Documentation of any kind, including, without limitation, technical data and manuals, will be subject to the terms
and conditions of this Agreement, in accordance with Defense Federal Acquisition Regulation Supplement
227.7202-1, (ii) the Products and Documentation were developed fully at private expense and (iii) all other use of
the Products and Documentation except in accordance with the license grant provided above is strictly prohibited.inaccordance with the intellectual and data rights for commercial software defined in FAR 27.405-3 and FAR 12.212.
The Government retains all rights, title and interest in and to any technical data, analysis, and content theGovernment provides for transmission, storage, integration, import, display, distribution, or use in or through theProduct, as well as any applications the Government or third-party vendors create on top of the Product.
COMPANY retains all intellectual property rights in its Products and Documentation.

E.
Marking of Data: All Products and related Documentation delivered by COMPANY is Category A Dataand will be marked as such where possible. Any additional Data, such as the Preliminary Project Plan and Final
Report, 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-17-9-1029. Use, duplication, or disclosure is
subject to the restrictions as stated in Agreement W15QKN-17-9-1029 NUMBER between the COMPANY and theGovernment.”
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

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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
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.

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ARTICLE IX: PATENT RIGHTSRESERVEDARTICLE 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.)
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 thisW15QKN-17-9-1029
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Agreement provided that such transfer shall be limited to that necessary to allow the firm
or institution to perform its approved role under this Agreement.
(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
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.

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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
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.

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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.

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been added by full text:
LIST OF ATTACHMENTS
LIST OF ATTACHMENTS:
ATTACHMENT 0001: DD 254, dated 17-OCT 2017. Four (4) pages.

(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 SHEETThis modification serves the following purposes:
1. Incorporate a revised DD254 to Section J,
2. Extend the Period of Performance end-date to 31-May 2018,
3. Revised Section B delivery dates for CLINs 0003 and 0004,
4. Add CLIN 0005, Additional 60 days of Software License Access, to Section B,
5. Add funding in the amount of(b) (4)to CLIN 0005 for extension of the software license and contract
support
6. As a result of the aforementioned changes, the agreement’s obligated amount has increased by. The agreement’s total obligated amount hereby increases FROM (b) (4),(b) (4)and
7. Update the WAWF Payment Instructions in Article IV.
All other terms and conditions remain unchanged.
Modification P00002 to Other Transaction Agreement (OTA) W15QKN-17-9-1029 is hereby entered into mutual
agreement between Palantir and the Government under the terms set forth in the base OTA and under the Authorityof 10 U.S.C §2371b.

SECTION A - SOLICITATION/CONTRACT FORM

The total cost of this contract was increased by $200,000.00 from $500,000.00 to$700,000.00.

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

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Page 3 of 32(b) (4).
CLIN 0005 is added as follows:
ITEM NO
0005

SUPPLIES/SERVICESQUANTITY
1

UNIT
Lot

UNIT PRICE(b) (4)AMOUNT

Milestone 5
FFP(b) (4)

NET AMT(b) (4)

SECTION E - INSPECTION AND ACCEPTANCE
The following Acceptance/Inspection Schedule was added for CLIN 0005:
INSPECT AT
INSPECT BY
ACCEPT AT
Destination
Government
Destination(b) (4)

ACCEPT BY
Government

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SECTION G - CONTRACT ADMINISTRATION DATA
Accounting and Appropriation
Summary for the Payment Office
As a result of this modification, the total funded amount for this document was increased by (b) (4)(b) (4)
CLIN 0005:
Funding on CLIN 0005 is initiated as follows:
ACRN: AB
CIN: U18AP3161ANG010001(b) (4)

SECTION H - SPECIAL CONTRACT REQUIREMENTS

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The following have been modified:
TERMS AND CONDITIONSAGREEMENT BETWEENUNITED STATES ARMY CONTRACTING COMMAND – NEW JERSEYPICATINNY ARSENAL, NJ 07806-5000
AND
PALANTIR USG, INC.
635 WAVERLY STREETPALO ALTO, CA 94301

Agreement No.: W15QKN-17-9-1029
Total Amount of the Agreement: $700,000
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016 National Defense Authorization Act.

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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, License Grant, and Cloud Terms
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 Palantir USG,
Inc., hereinafter referred to as “The Company” in response to the Defense Innovation Unit – Experimental (DIUx)
Commercial Solutions Offering (CSO). The principle purpose of this OTA will be demonstrate to the United States
Air Force (USAF) the utility of the Gotham data management platform to address supply chain risk andmanagement issues that have potential to impact USAF 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 Palantir USG, Inc. Agreement No. W15QKN-17-9-1029.
“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” or “customer” 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 32“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 in Article I(C).
“Product” means COMPANY proprietary commercial software product(s) specified in the Agreement or provided
in connection with this Agreement, and any helpers, extensions, plug-ins, and add-ons, in any format, including
any improvements, modifications, derivative works, patches, updates, and upgrades thereto that COMPANY
provides to Government in connection with this Agreement.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.
C. Scope

Statement of Workfor
Supply Chain Visualization and Analytics
1.0 BackgroundThe government lacks visibility into the vast amount of public, private, and open-source data associated with its
global supply chain. Currently, the government uses more than 300 legacy data systems to support its operations,
often relying on manual workarounds to bridge disparate data structures and sources. As a result, when its supply
chain is disrupted, the government is often unaware for hours, days, or even weeks after, and lacks rapid access tothe information and analytical tools it needs to effectively respond. This deficiency to make timely, authoritative
logistical decisions to support operations around the world creates serious but avoidable risks to personnel and themission.
The government needs innovative business intelligence solutions to identify the resources required to support
multiple theaters and organizations around the world, and to manage the accompanying logistics constraints(including supply chain and distribution). This logistics common operating picture (LOG COP) will need to accessand move structured and unstructured data seamlessly across classified and unclassified nodes. Additionally, thedata will need to be stored in a secure cloud environment. Ultimately, a solution that meets these requirements will
empower commanders to simultaneously access advanced analytical and reporting tools to effectively coordinate
and manage resources across the government’s global operations.
2.0 Pilot Obcectives

This pilot will be rolled out to four locations and run over a timeline of six months, including 120 days of access to
the Palantir Gotham software. The 120-day test period will commence upon completion of the Initial Project Work
phase as described in Section 3.8.1.
The pilot will integrate data from government-identified sources and unstructured open sources into the LOG
COP. The LOG COP will be implemented on SIPRNeT for the pilot, with hardware provided by the Contractor andhosted at Tinker Air Force Base, Oklahoma. The initial pilot will also minimally demonstrate the ability to integrate
unclassified and classified data into the SIPRNeT environment. Classified/SIPRNeT Data Source Program
Managers may require vendor to demonstrate their ability to access sources on NIPRNeT prior to providing accessto SIPRNeT cloud environment. Specific data sources are listed in Section 9.3.
The LOG COP will provide total asset visibility, predictive analysis, and comprehensive, timely, and accurate
information to anticipate demand, assess logistics feasibility, and support course of action (COA) development.
During initial kickoff and project scoping exercises, government and Contractor stakeholders will agree on specificareas of focus, which are anticipated to be aircraft and engine supply chain issues.

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2.1 User Base

Air Force Sustainment Center (AFSC) will be the primary operational sponsor of the pilot. The Contractor will also
have access to operational users at Hickam, Scott, Tinker, and Langley Air Force Bases to participate in planning,product feedback, and training efforts. Users may also be located in units supporting Headquarters Pacific Air
Forces (HQ PACAF). See Section 7.0 Places of Performance for additional details.
2.2 Procect Governance

Procect Staffing
The government and the Contractor will convene a group of key project stakeholders to meet regularly to govern,
assess, and align pilot progress.
Government representation shall consist of the following:
ROLE
Senior Project
Lead/Agreements
Office Rep

Technical Lead

Subject Matter ExpertsRESPONSIBILITIES
Identify initial program office stakeholders
Provide sponsorship and continued engagement to ensure effective
implementation and access to key resources, such as data sources,
experts, and users
Review project progress with the Contractor Project Lead
Partner with the Contractor Project Team to obtain necessary approvals
Provide the Contractor Project Team with access to the required data
sources and data dictionaries (when available)
Help the Contractor Project Team resolve technical issues, such asaccess, workstation updates, etc.
Work with the Contractor Project Team on data modeling and toclearly define workflows
Provide feedback to the Contractor Project TeamThe Contractor Project Team will consist of the following:
ROLE
Project Lead

ForwardDeployed
Engineer
Deployment
Strategist(b) (4)RESPONSIBILITIESPrimary point of contact
Ensure team is aligned on key outcomes
Communicate status of the project to government stakeholders on a predetermined schedule for the duration of the pilot
Integrate data into the environment
Implement and deploy workflows
Configure the software
Work with users to appropriately model data
Create workflows
Work with subject matter experts to identify appropriate datasets

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Monthly

Technical Requirements
3.1
Software Licenses: Contractor shall provide Palantir commercial term licenses for this pilot, nolater than thirty (30) days after government accreditation of the Palantir Gotham platform (Ref.
Appendix A). Licenses will be available to the government for a period of 180 days.
3.2
Software Configuration: The Palantir environments shall be configured specific to theworkflows, objective, and outcomes of the Pilot. The contractor shall configure Palantir for:3.2.1
Integration and management of equipment, supply, and operations data. The
Contractor shall integrate disparate data sets (see 9.3) from the government's authorized
systems into a common platform. Administrators and advanced users shall be able tomonitor, analyze and transform data as it is added to the platform, with access toadvanced analytics.
3.2.2
Enterprise Readiness & Total Asset Visibility. Once data has been integrated andsynchronized, the contractor shall configure the platform to enable users to investigate
and analyze consolidated logistics data with intuitive analysis tools. Users shall be able tointeract with and manipulate massive-scale datasets without having to manually export,
join, or otherwise manipulate the data. Users shall be able to assess global supply levels,
perform trend analysis, and identify instances of over- or under-supply.
3.2.3
Logistics COA Development. The contractor shall configure the platform toenable logistics personnel to conduct rapid COA development and refinement, taking into
account current and future operational needs. Users shall be able to seamlesslycollaborate on COA development with supporting personnel, as well as brief finalized
COAs to decision-makers, either directly from within the platform or by exporting data
and analysis to a variety of open formats and/or industry formats, including CSV, Excel,
Powerpoint or KML/KMZ.
3.3
Installation & Hosting:
3.3.1
Contractor shall deploy two (2) Palantir environments: staging and production on
SIPRNeT. The staging environment mirrors the production environment and is used totest and verify data integrations and software configurations. A NIPRNeT presence shallbe required to pull data from NIPRNeT data sources and to push to SIPRNeT.
3.3.2
The Palantir platform shall be deployed on commodity hardware hosted at a CONUSbased site at the government’s discretion.
3.4
Data Integration: The pilot shall focus on SIPRNeT-based data sources, withNIPRNeT/Unclassified data being integrated contingent with Data Transfer Officer authority
and/or access to an existing cross-domain solution.
3.5
Training: The Contractor shall travel to deployment and integration sites, as necessary, to conduct
training, integration, and maintenance activities.
3.6
Reporting & Documentation
3.6.1
The Contractor shall provide documentation for use, maintenance, and administration of
the solution.
3.6.2
The Contractor shall provide a preliminary project plan and integration technical reportno later than 30 days after award. This report shall detail configuration, if any, on theContractor’s platform in order to produce a commercially viable and deployable platform.
The report shall also detail what actions are necessary for the Contractor and thegovernment in order to integrate and deploy the platform for use by the government.
3.6.3
The Contractor shall provide status updates to the project sponsors on a bi-weekly basis.
The report shall detail the status of integration and deployment activities, noting progresson or changes to the preliminary project plan. Details shall include analysis of mission fit,user feedback, and recent/upcoming training events.
3.6.4
The Contractor shall provide a final report at the end of Phase II. Report shall detailmission fit, user feedback, and letters and testimonials. Report shall also include aW15QKN-17-9-1029
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3.7
3.8

summary of user activity broken down by location, ideal use cases, and samples ofcompleted work.
Additional Technical Capabilities are listed in Appendix A.
Pilot Phases

3.8.1
Phase 0: Initial Procect Work (Two Months)
Initial Project Work shall begin immediately following the Agreement award. Government andContractor representatives will discuss relevant project data, data access, users, and workflows.
During the Initial Project Work Period, the Contractor shall deliver the necessary hardware at the
government-specified data center location within 60 days of agreement award. The government
shall provide the Contractor with network access to SIPRNeT and NIPRNeT (including
accreditation steps included in Appendix A, Section 1.4.6); recurring, programmatic access toPriority Data Sources, as listed in GFE Section 9.3; DTO authority and/or access to an Air Forceapproved Cross Domain Solution (CDS); and the required badging and access to government
within 60 days of Agreement award.
3.8.2
Phase I: Integration Period (One Month)
The Integration Period begins after the Contractor has installed the necessary hardware andsoftware and received all Government accreditation, network access, and data access required by
Section 3.8.1. The Contractor shall complete integrations of Priority Data Sources, as listed in
GFE Section 9.3. SIPRNeT-based data sources shall be ingested at an automated, recurring basis.
NIPRNeT-based data sources shall be ingested on a weekly-basis through the DTO process, or at
an automated, recurring basis if CDS access is approved. Integrated data sources shall be available
for search, discovery, and analysis using out-of-the-box platform capabilities. This period also
involves data discovery, workflow discussions, implementation, and configuration of theContractor's commercial platform.
3.8.3

Phase II: Principal Period (Five Months)
The Principal period will include bi-weekly collaborative configuration sprints withgovernment users to refine workflows, the continued integration of additional data sources
relevant to the LOG COP, and regular check-ins with Pilot sponsors. During the Principal period,
the Contractor shall also configure the platform to address a minimum of three productconfigurations/analytical views to match specific government workflows requirements. The
Contractor shall also hold User Training and Feedback sessions with relevant stakeholders.
The Principal Period shall also cover pilot evaluation activities, during which the government andthe Contractor will jointly assess the impact of the Pilot, and set up briefings or demonstrations
with executive sponsors from the government. Executive sponsor briefings, to potentially include
the HAF/A4; Commander, Air Force Sustainment Center; and Commander, Pacific Air Forces,
will be required to ensure alignment of the platform to current and future government goals. The
Contractor shall continue to integrate the secondary data sources throughout the Principal Period(Ref. 9.3.4).

(b) (4)N/A

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(

(
4
)

Contractor personnel shall also conduct classified and unclassified work in Contractor facilities to include, but notlimited to, Mountain View, CA, and Washington, D.C.
Work may be performed at additional locations based on government user requirements.
8.0 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 Contractor shall provide cleared personnel to perform the aforementioned work on the Contractor’sbehalf.
9.0 Government Furnished Equipment (GFE) and Support

The government will provide the following equipment and support during the Initial Project Work, and will continue
to provide the same throughout the POP:
9.2
Installation Access and Badging: The government will secure Contractor pilot personnel with allnecessary badging, including issuing of Common Access Cards (CAC). Due no later than 60 days
after award date.
9.3
Data Access: Due no later than 60 days after award date, the government will secure access andauthorizations for the following Priority Data Sources:
9.3.1 Logistics Information Mission Support-Enterprise View (LIMS-EV)
9.3.2 Deliberate Crisis Action Planning & Execution Segment/Logistics Feasibility Assessment
Capability (DCAPES/LOGFAC)
9.3.3 Geospatial Information Systems (GIS)
9.3.4 Secondary Data Sources:
9.3.4.1 Integrated Data Environment (IDE) / Global Transportation Network (GTN)
Convergence (IGC)
9.3.4.2 Weapon Systems Management Information System/Requirements Availability
Execution Module (WSMIS)
9.4
Network Access: The government will provide access to the network environment, including
remote access from contractor's secure locations, and any required SIPRNeT tokens during theInitial Project Work. The government will also approve use of a data collection/ingestion agent
installed on the government’s network to coordinate ingestion from upstream data sources, which
may hold data source credentials provided by the government. Due no later than 60 days after
award date.
9.5
On-Site Space: The government will provide the Contractor Project Team with access to working
space, as required, for initial setup, training, and maintenance. Contractor Project Team will haveaccess to project site locations.
9.6
Data Transfer Officer: The government will certify a Contractor representative as a Data
Transfer Officer (DTO) for the pilot to ensure the Contractor can transfer data from NIPRNeT toW15QKN-17-9-1029
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SIPRNeT in a timely manner, or will provide access to an existing DTO within the government.
Due no later than 60 days after award date.
Appendix A: Platform Capabilities

The following are minimum capabilities that will be demonstrated by the contractor’s platform:

1.1

1.2

1.3

Data Integration
1.1
The Contractor shall deliver a commercial data management platform that acquires datafrom numerous authoritative data sources in an automated manner that minimizes or
eliminates the requirement for manual intervention during data acquisition and enables
information management.
1.2
The platform will be capable of integrating data from unclassified data sources into a
SIPR-hosted platform.
1.3
Data-agnostic data integration, including structured, unstructured, and semi-structured
data integration capabilities at terabyte scale
1.4
Data resynchronization mechanisms to stay in sync with changing data sources and push
any changes to the main repository
1.5
Graphical interfaces for importing and structuring small data sources, such as an Excel
spreadsheet, through the front-end user interface with “drag and drop” functionality
1.6
Data “pull” jobs through a RESTful web API or direct connections that refresh data andcan be run manually or on a schedule
1.7
Data “push” jobs through JDBC/ODBC drivers that provide automatic updates of data
1.8
The Contractor shall perform necessary integration with DOD, supplier, and carriersystems to meet the DOD requirement.
1.9
The Contractor shall provide management of information (integrated and stored data) toenable user to rapidly develop COA recommendations.
1.10
Government will approve use of a data collection/ingestion agent installed thegovernment’s network to coordinate ingestion from upstream data sources, which may
hold data source credentials provided by the Government.
Flexibility and Extensibility
1.1
Use of open and non-proprietary data and file formats for easy export and accessibility toother software systems. Export formats include Microsoft Office (.ppt, .doc, .xls),
HTML, CSV, ArcGIS (.shp), Google Earth ( kmz and kml), and XML
1.2
Designed with cross-platform programming languages, including Java and HTML5, for
operation on any platform
1.3
Public and open application programming interfaces (APIs) for extensibility andinterfacing with other software products (e.g., legacy programs of record, specialized
analytical software, entity extractors, natural language processing toolkits, and web
services)
Analytics and Visualization
1.1
The Contractor shall deliver a solution that presents a broad and immediate awareness ofactual or predicted perturbations in the supply chain to enable the DOD and AF tocontain, mitigate, and repair the consequences.
1.2
The Contractor shall deliver a configurable solution (user-defined operating picture(UDOP)) which integrates, analyzes, and visualizes information from multiple disparate
data sources, both private and public.
1.3
The Contractor shall provide real-time awareness of combat support and logistics
resources to multiple locations and echelons simultaneously.
1.4
The Contractor shall provide a web-based solution that enables access and/or launching
through a modern web browser, such as Google Chrome or Mozilla Firefox.
1.5
The Contractor shall deliver a solution that presents information in ways that is
immediately understandable and actionable to users other than data scientists, including:
1.1
Spreadsheet editor with live collaboration, data validation, and integration
with the platform intended to capture hand-edited, continually-updated data,
making it available to additional products.

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1.2

1.4

1.5

Interactive, top-down, large-scale data exploration application to allow nontechnical users to iteratively explore massive-scale data in a top-down,
point-and-click application and filter billions of pieces of data into adigestible set of useful information.
1.3
Web application framework that allows analysts and business users tocreate applications and dashboards that are dynamically linked to theunderlying data
Security and Infrastructure
1.1
Role-based access controls that are assignable to individual users or groups of users andare stored in lists, which can be updated at any time
1.2
Specific degrees of access assignable to individual users and including a number of
permissions (ownership, write, read, discovery, and no access)
1.3
Multi-source authentication (e.g., enterprise LDAP, PKI, Active Directory, etc.) as wellas Single Sign-On (SSO) capabilities
1.4
Data encryption at rest via compliant mechanisms (e.g., full disk encryption, Kerberos)
1.5
SSL/TLS encryption of data in transit from client-to-server or server-to-server
1.6
The Contractor shall provide a solution that either:
1.1
Meets DOD Risk Management Framework (RMF) accreditation
requirements and has an authority to operate (ATO) on DOD NIPRNET and
SIPRNET, or
1.2
Achieves an entry on the Air Force/Enterprise/Approved Products Listing(AF/EAPL) and is permitted to be installed and operate on DOD NIPRNET
and SIPRNET; or
1.3
Can achieve an Interim Authority to Operate (IATO) on DOD NIPRNET
and SIPRNET for the duration of the pilot effort.
1.7
The Contractor shall also host the solution on commodity hardware located within an AFapproved data center.
1.8
The Contractor shall provide a solution capable of delivering integrated classified andunclassified content to SIPRNET users.
1.9
The Contractor shall provide secure collaboration across the logistics enterprise between
organizations, teams, and role based users.
The Contractor shall deliver capability and product improvements in phases using automated push
updates with minimal interruption to user access and workflows.

ARTICLE II: TERM, LICENSE GRANT and CLOUD TERMS(b) (4).
B. Grant of Limited License & Ownership
Subject to Government’s continued and full compliance with all of the terms and conditions of this Agreement,
the COMPANY hereby grants to Government a non-transferable, non-exclusive, limited license, without any
right to sublicense, during the Term, to install, execute and use the Products solely for its internal purposes, andonly (i) in accordance with the technical specification documentation provided to Government by COMPANY
with regard to the Products (“Documentation”) and (ii) in accordance with the scope outlined in Article I.C.
Except for the limited license rights expressly provided herein, COMPANY retains all rights, title and interest
in and to the Products, Documentation and any other related documentation or materials provided by COMPANY
hereunder (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual or

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industrial property rights embodied in any of the foregoing). Government acknowledges that it is obtaining only alimited license right to the Products, notwithstanding any reference to the terms “purchase” or “customer” herein.
The Products are licensed and not sold, and no ownership rights are being conveyed to Government under thisAgreement. Government will maintain the copyright notice and any other notices or product identifications thatappear on or in any Products and any associated media.

Government will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any
source code or underlying ideas or algorithms of any Product (except to the extent that applicable law
expressly prohibits such a reverse engineering restriction); (ii) provide, lease, lend, use for timesharing orservice bureau purposes or otherwise use or allow others to use a Product for the benefit of any third party;(iii) list or otherwise display or copy any object code of any Product; (iv) copy any Product (or component
thereof), except that Government may make a reasonable number of copies of the Products and/orDocumentation solely for backup, archival or disaster recovery purposes; (v) allow the transfer, transmission,
export, or re-export of any Product (or any portion thereof) or any COMPANY technical data; or (vii)
perform benchmark tests without the prior written consent of COMPANY (any results of such permitted
benchmark testing shall be deemed Confidential Information of COMPANY). Notwithstanding theserestrictions, nothing shall prevent Customer from development of software that interfaces with COMPANY’S
public APIs. Notwithstanding the foregoing, or any statement to the contrary herein, portions of the Productmay be provided with notices and open source licenses from such communities and third parties that govern theuse of those portions, and any licenses granted hereunder do not alter any rights and obligations Government
may have under such open source licenses; however, the disclaimer of warranty and limitation of liability
provisions in this Agreement will apply to all such software in this Product distribution.

C. Cloud Terms
CERTAIN DEFINITIONS. IN ADDITION TO THE TERMS DEFINED IN ARTICLE II, PARAGRAPH B AND
OTHER SECTIONS OF THE AGREEMENT, THE FOLLOWING CAPITALIZED TERMS WILL HAVE THE
MEANINGS INDICATED BELOW UNLESS OTHERWISE SPECIFICALLY DEFINED IN ANY EXHIBITSHERETO.
“Cloud Client Software” means the software provided by COMPANY for installation locally by Customer in orderto access the Cloud Solution.
“Cloud Solution(s)” means COMPANY’S service to provide a cloud platform for data analysis, including access to
the Product and any Updates that are made available in connection with this Agreement.
“Cloud Content” means any data or content that is provided by Customer for transmission, storage, integration,
import, display, distribution or use in or through use of the Cloud Solutions.
“Intellectual Property Rights” means patent, copyright, trademark, trade secret and other intellectual or industrial
property rights.
“Cloud Software” means the Product, any third- party software used to deliver the Cloud Solutions, the Cloud
Client Software, and any improvements, modifications, derivative works, patches, updates, and upgrades thereto
that COMPANY develops or provides to Customer hereunder.
“Cloud Updates” means Cloud Solution changes that COMPANY implements in the applicable generally available
Cloud Solution without the payment of additional fees, and associated Client Software updates. Updates do notinclude new platform services that COMPANY makes available for an additional charge.
PROVISION OF CLOUD SOLUTIONSProvision of Cloud Solutions. At Customer’s request, and in lieu of the limited license grant provided in Section 2of the Agreement authorizing Customer to install, execute and use the Products in object code format, COMPANY
will provide Customer with access to the Cloud Solution pursuant to the applicable Statement of Work during theapplicable Term associated with such Cloud Solution solely for its internal business purposes, and for use inaccordance with the technical specification documentation provided to Customer by COMPANY with regard to the
Cloud Solutions (“Cloud Documentation”).

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Authorized User Accounts. Customer may establish Cloud Solution accounts (“Accounts”) for Customer’s
employees or independent contractors with a need access the Cloud Solutions on behalf of Customer (“Authorized
Users”). Customer shall inform each Authorized User of its obligations under, and ensure that each AuthorizedUser at all times abides by, the terms of this Agreement. Customer shall immediately notify COMPANY in theevent that Customer or an Authorized User becomes aware of any violation of the terms of this Agreement.
Customer shall be liable for any breach of this Agreement or Addendum by an Authorized User.
Account Protection. Customer shall be solely responsible for administering Accounts that are established by
Customer (if any). Customer agrees to provide access to the Cloud Client Software and Cloud Solutions only toAuthorized Users, and to require such Authorized Users to keep Account login information, including user names
and passwords, strictly confidential and not provide such Account login information to any unauthorized parties.
Customer is responsible for, to the extent reasonably possible, maintaining the confidentiality of Account login
information. In the event that Customer or any Authorized User becomes aware that the security of any Accountlogin information has been compromised, Customer shall promptly de-activate such Account or change the
Account’s login information.
Cloud Client Software. COMPANY hereby grants to Customer a non-exclusive, nontransferable, limited license to
use the Cloud Client Software during the Term for the sole purposes of using and receiving Cloud Solutions. At
COMPANY’S request, Customer will promptly install Updates to the Cloud Client Software provided by
COMPANY.
Customer Information, Materials and Content. Customer shall provide COMPANY with all information, assistanceand materials, including access to Cloud Content, as reasonably required for COMPANY to activate and operate
the Cloud Solutions for Customer pursuant to the Agreement and this Addendum. Customer grants and agrees togrant to COMPANY a non-exclusive license to use, copy, store, process, retrieve, and display such informationand materials in connection with the provision of the Cloud Solutions for Customer. COMPANY is not permitted
to disclose Cloud Content without Customer’s consent unless required to do so pursuant to applicable law or
regulation or requests or orders of judicial, governmental or regulatory entities (including without limitation
subpoenas).
Updates. COMPANY will have the right to update the Cloud Solutions from time to time, provided that
COMPANY will not materially diminish the functionality or performance of the Cloud Solutions unless suchchanges are made: (i) to address digital rights management or security issues, (ii) in response to claims, litigation,or loss of license rights related to third-party Intellectual Property Rights, or (iii) to comply with applicable law or
regulation or requests or orders of judicial, governmental or regulatory entities.
Aws terms and conditions. At Customer’s request COMPANY is providing the Products and/or Cloud Solution for
use with Amazon Web Services (“AWS”), and is authorized to open and/or operate an AWS account on behalf ofCustomer and, as applicable, in Customer’s name. COMPANY is not responsible or liable for the services provided
by AWS (including, without limitation, uptime guarantees, outages, or failure). Customer authorizes COMPANY,
as COMPANY deems necessary to (a) access such AWS account on behalf of customer and (b) use, modify, andoperate on all Content in order to provide the Products and Cloud Solution. If COMPANY receives a third-party
subpoena or other compulsory legal order or process regarding Customer’s account or Content, COMPANY may
provide Customer notice, except where providing notice is prohibited by the legal process itself, by court order, orby applicable law or where COMPANY has reason to believe providing notice could create a risk of injury or deathto any person. If COMPANY is obligated to respond to a third-party subpoena or other request or order of judicial,governmental or regulatory entities, Customer will agree to negotiate reimbursement, subject to availability offunding, of COMPANY for reasonable attorneys’ fees, as well as for the time and materials spent by COMPANY
responding to the third-party subpoena or other request or order of judicial, governmental or regulatory entities.
CLOUD PROPRIETARY RIGHTS.
Customer acknowledges and agrees that ARTICLES II, V, VI, and VIII of this Agreement apply in full and extend
to any provision of Cloud Solutions, Cloud Client Software, Cloud Software, Cloud Documentation, Cloud Updates
and any other related documentation or materials provided by COMPANY (including without limitation all
Intellectual Property Rights embodied in any of the foregoing).
Content. As between the Parties, Customer retains all rights, title, and interest in and to the Cloud Content.
Usage Data. COMPANY may collect analytics, statistics or other data related to the Content and Customer’s use of

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the Cloud Solutions (i) in order to provide the Cloud Solutions to Customer; (ii) for statistical use (provided thatsuch data is not personally identifiable); or (iii) to monitor, analyze, maintain and improve the Cloud Solutions.
CUSTOMER REPRESENTATIONS AND WARRANTIES.
CUSTOMER CLOUD CONTENT. CUSTOMER REPRESENTS, WARRANTS AND COVENANTS TO
COMPANY THAT (I) IT WILL NOT TRANSMIT, STORE, INTEGRATE, IMPORT, DISPLAY, DISTRIBUTE,USE OR OTHERWISE MAKE AVAILABLE ANY CLOUD CONTENT THAT IS, OR IS OBTAINED IN A
MANNER THAT IS, UNAUTHORIZED, IMPROPER OR ILLEGAL; (II) NO CLOUD CONTENT INFRINGESUPON OR VIOLATES ANY OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, PRIVACY,
PUBLICITY OR OTHER PROPRIETARY RIGHTS; (III) THIS AGREEMENT OR ADDENDUM IMPOSES NOOBLIGATIONS, BY CONTRACT OR LOCAL, STATE, FEDERAL, INTERNATIONAL LAW, REGULATION
OR ORDINANCE, WITH RESPECT TO CLOUD CONTENT, UNLESS EXPLICITLY AGREED IN THE
STATEMENT OF WORK. CUSTOMER ACKNOWLEDGES THAT ALL CLOUD CONTENT THATCUSTOMER TRANSMITS, STORES, INTEGRATES, IMPORTS, DISPLAYS, DISTRIBUTES, USES OR
OTHERWISE MAKES AVAILABLE THROUGH USE OF THE CLOUD SOLUTIONS AND THE
CONCLUSIONS DRAWN THEREFROM ARE DONE AT CUSTOMER’S OWN RISK AND CUSTOMERWILL BE SOLELY LIABLE AND RESPONSIBLE FOR ANY DAMAGE OR LOSSES TO ANY PARTY
RESULTING THEREFROM SUBJECT TO THE EXTENT OF LIABILITY PERMISSIBLE UNDER FEDERAL
LAW. ALL DISPUTES ARISING UNDER OR RELATING TO THIS CONTRACT SHALL BE RESOLVED IN
ACCORDANCE WITH “ARTICLE V: DISPUTES” WITHIN THIS AGREEMENT.

D. 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.
(6) As directed by the AO, transfer title to the following, where applicable, and deliver to the Government -W15QKN-17-9-1029
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Page 19 of 32(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.
E. 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 STOCKTON
3247 WEST MARCH LANESUITE 300
STOCKTON, CA 95219
Cognizant Defense Finance and Accounting Service Office:
DFAS - COLUMBUS CENTER (DoDAAC: HQ0339)
WEST ENTITLEMENT OPERATIONSP O BOX 182317
COLUMBUS, OH 43218-2317
Phone: 800-756-4571
FAX: 877-749-4843
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
Statement of Work.
B. Project Payments: Milestone payments shall be made in accordance with the Milestone Payment Schedule in
Article I (C) of this agreement.
C. Reserved.

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D. Reserved.
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 (DoDAAC: HQ0339)
WEST 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 httpst//wawf.eb.mil/.
2. The COMPANY shall submit an "Invoice 2-N-1" request through WAWF utilizing the following Routing Data
to fill in the applicable 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

HQ0339Issue By DoDAAC

W15QKN

Admin DoDAAC

W15QKN

Inspect By DoDAAC

HQ0833

Accept at Other DoDAAC

HQ0833

3. 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)

5. For technical WAWF help, contact the WAWF helpdesk at 866-618-5988 or OTAINVOICES(diux.mil.
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:
51W88; DUNS number: 825284321. Registration in the System Award for Management (SAM) is mandatory.

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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. Financial Records and Reports: The COMPANY shall maintain adequate records to account for Federal funds
received under this Agreement and shall maintain adequate records to account for COMPANY Project Agreement
funding provided under this Agreement, should cost sharing procedures be implemented for funding a particular
project. COMPANY relevant financial records are subject to examination or audit on behalf of the ACC-NJ
Contracting Activity by the Government for a period not to exceed three (3) years after expiration of the term of theAgreement. The AO or designee shall have direct access to sufficient records and information of the, COMPANY toensure full accountability for all funding under this Agreement. Such audit, examination or access shall be
performed during business hours on business days upon prior written notice and shall be subject to the security
requirements of the audited party. Any audit required during the course of the program may be conducted by theGovernment using Government auditors or, at the request of COMPANY's external CPA accounting firm at theexpense of the COMPANY
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 transfer Confidential Information or Trade
Secrets independently developed by the Government or the COMPANY or their subcontractors or suppliers, absent
an express written agreement between the Parties providing the terms and conditions for such disclosure. Parties
shall promptly notify each other of any actual or suspected misuse or unauthorized disclosure of Trade Secret or
Confidential Information.
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

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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,(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.

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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
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-17-9-1029
between the Palantir USG, Inc. 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.

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.

W15QKN-17-9-1029
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Page 26 of 32“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.
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.

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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.
All COMPANY provided Products and Documentation, including configurations to be provided, are
Category A Data. No deliveries to the Government of Category B data are contemplated or required under thisAgreement.
3.
If applicable, the Government shall have immediate and irrevocable Government Purpose Rights to all
Category C Data.
4.
If applicable, the COMPANY shall deliver third-party computer software, Category D data, as required forthe performance or operation of other computer software required to be delivered in the performance of thisAgreement, 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.

Identification of Principal Rights.

COMPANY offers a “commercial item” as defined at 48 C.F.R. 2.101, consisting of commercial computer software,commercial computer software documentation and commercial services. Government agrees that its (i) use,
duplication, reproduction, release, modification, disclosure, or transfer of the Products and any related
Documentation of any kind, including, without limitation, technical data and manuals, will be subject to the terms
and conditions of this Agreement, in accordance with Defense Federal Acquisition Regulation Supplement
227.7202-1, (ii) the Products and Documentation were developed fully at private expense and (iii) all other use of
the Products and Documentation except in accordance with the license grant provided above is strictly prohibited.inaccordance with the intellectual and data rights for commercial software defined in FAR 27.405-3 and FAR 12.212.
The Government retains all rights, title and interest in and to any technical data, analysis, and content theGovernment provides for transmission, storage, integration, import, display, distribution, or use in or through theProduct, as well as any applications the Government or third-party vendors create on top of the Product.
COMPANY retains all intellectual property rights in its Products and Documentation.

E.
Marking of Data: All Products and related Documentation delivered by COMPANY is Category A Dataand will be marked as such where possible. Any additional Data, such as the Preliminary Project Plan and Final
Report, 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-17-9-1029. Use, duplication, or disclosure is
subject to the restrictions as stated in Agreement W15QKN-17-9-1029 NUMBER between the COMPANY and theGovernment.”
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

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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
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.

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ARTICLE IX: PATENT RIGHTSRESERVEDARTICLE 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.)
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
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Agreement provided that such transfer shall be limited to that necessary to allow the firm
or institution to perform its approved role under this Agreement.
(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
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.

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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
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.

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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.

SECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been modified:
LIST OF ATTACHMENTS
LIST OF ATTACHMENTS:
ATTACHMENT 0001: DD 254, signed 15-February 2018. Eight (8) pages.

(End of Summary of Changes)