TREATIES AND OTHER INTERNATIONAL ACTS SERIES 07-828 

________________________________________________________________________ 

DEFENSE 

Research and Development 

 Memorandum of Understanding Between 

the UNITED STATES OF AMERICA 

and AUSTRALIA 

Signed at Washington and Canberra 

August 17 and 28, 2007 

 
 NOTE BY THE DEPARTMENT OF STATE 

 Pursuant to Public Law 89—497, approved July 8, 1966 

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued 

under the authority of the Secretary of State shall be competent 

 evidence . . . of the treaties, international agreements other than 

treaties, and proclamations by the President of such treaties and 

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime 

jurisdiction, and in all the tribunals and public offices of the 

United States, and of the several States, without any further proof 

or authentication thereof.” 
 AUSTRALIA 

Defense: Research and Development 

Memorandum of understanding signed at 

 Washington and Canberra 

 August 17 and 28, 2007; 

 Entered into force August 28, 2007. 
MEMORANDUM OF UNDERSTANDING

BETWEEN

THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND

THE DEPARTMENT OF DEFENCE

OF AUSTRALIA

CONCERNING

AIR AND SPACE CAPABILITY DEVELOPMENT
TABLE OF CONTENTS

SECTION PAGE

INTRODUCTION 3

I DEFINITIONS AND ACRONYMS 4

II OBJECTIVES 9

III SCOPE OF WORK 10

IV MANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 12

V FINANCIAL PROVISIONS 15

VI CONTRACTING PROVISIONS 18

VII WORK SHARING 21

VIII EQUIPMENT AND MATERIAL TRANSFERS 22

IX DISCLOSURE AND USE OF INFORMATION 25

X CONTROLLED UNCLASSIFIED INFORMATION 31

XI VISITS TO ESTABLISHMENTS 32

XII SECURITY 33

XIII THIRD PARTY SALES AND TRANSFERS 36

XIV LIABILITY AND CLAIMS 38

XV CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 39

XVI SETTLEMENT OF DISPUTES 40

XVII AMENDMENT, TERMINATION, ENTRY INTO EFFECT, 41

AND DURATION

ANNEX A MODEL PROJECT ARRANGEMENT (PA) 44

ANNEX B COOPERATIVE PROJECT PERSONNEL (CPP) 53

ANNEX C MODEL EQUIPMENT AND MATERIAL TRANSFER 59

ARRANGEMENT (E&MTA)

ANNEX D MODEL WORKING GROUP (WG) TERMS OF REFERENCE (TOR) 65

2
INTRODUCTION

The Department of Defense of the United States of America (U.S. DoD) and Department of

Defence of Australia (ADOD), hereinafter referred to as the "Participants":

Recognizing and invoking the Exchange of Notes constituting an Agreement between the

Government of the United States of America and the Government of Australia Concerning

Certain Mutual Defence Commitments, done at Sydney on December 1, 1995 (Chapeau

Agreement), as may be amended;

Recognizing the Agreement Concerning Security Measures for the Protection of Classified

Information between the Governments of Australia and the United States of America, dated

November 7, 2002 (Security Agreement);

Having a common interest in defense;

Recognizing the benefits to be obtained from standardization, rationalization, and

interoperability of military equipments;

Desiring to improve their mutual conventional defense capabilities through the application of

emerging technology;

Having a mutual need for the development of air and space systems to satisfy common

operational requirements;

Having independently conducted studies, research, exploratory development, and testing of the

applications of various technologies, recognize the benefits of cooperation in the air and space

domains; and

Desiring to carry out cooperative research, design, analysis, development, test, evaluation, and

prototyping of air and space capabilities to address specific needs;

Have reached the following understandings:

3
SECTION I

DEFINITIONS AND ACRONYMS

The Participants have jointly decided upon the following definitions and acronyms for terms

used in this MOU:

Air Senior National Representatives

Any activity authorized in the Scope of Work section of this

MOU.

Information not generated in the performance of a Project

Arrangement (PA).

Activities involved with defining requirements for future

capability, principally during the requirements phase of the

capability systems life cycle. Capability Development also

covers general research, development, test, evaluation, and

prototyping activities that result in new or improved military

technologies.

Official Information that requires protection in the interests of

national security and is so designated by the application of a

security classification. This Information may be in oral, visual,

magnetic, electronic, or documentary form or in the form of

material, equipment, or technology.

Classification Guide

A collection of data recorded in a form capable of being

processed by a computer. This definition does not include

Computer Software.

A set of instructions, rules, or routines recorded in a form that is

capable of causing a computer to perform a specific operation or

series of operations.

Computer Programs, source code, source code listings, design

details, algorithms, processes, flow charts, formulae, and related

materials that would enable the software to be reproduced,

recreated, or recompiled. Computer Software does not include

Computer Data B ases or Computer Software Documentation.

ASNR

Air and Space Cooperative

Activity (ies)

Background Information

Capability Development

Classified Information

CG

Computer Data Base

Computer Program

Computer Software

Computer Software Owner's manuals, user's manuals, installation instructions,

Documentation operating instructions, and other similar items, regardless of

4
storage medium, that explain the capabilities of the Computer

Software or provide instructions for using the Computer

Software.

Contract

Contracting

Contracting Agency

Any mutually binding legal relationship under national laws that

obligates a Contractor to furnish supplies or services, and

obligates one or both of the Participants to pay for them.

The obtaining of supplies or services by Contract from sources

outside the governmental organizations of the Participants.

Contracting includes a description (but not determination) of

supplies and services required, solicitation and selection of

sources, preparation and award of Contracts, and all phases of

Contract administration.

The entity within the governmental organization of a Participant

that has authority to enter into, administer, or terminate

Contracts.

Contracting Officer A person representing a Contracting Agency of a Participant who

has the authority to enter into, administer, or terminate Contracts.

Contractor Any entity awarded a Contract under a PA by a Participant's

Contracting Agency.

Contractor Support Personnel Persons specifically identified as providing administrative,

managerial, scientific, or technical support services to a

Participant under a support Contract that prohibits those persons

from using Information received under the Contract for any

purpose other than those authorized under this MOU.

Controlled Unclassified

Information

Cooperative Project

Personnel (CPP)

Defense Purposes

Designated Security

Unclassified Information to which access or distribution

limitations have been applied in accordance with applicable

national laws or regulations. It includes Information that has

been declassified, but remains controlled.

Military members or civilian employees of a Participant assigned

to an International Project Office (IPO) or a facility of the other

Participant under a specific PA who perform managerial,

engineering, technical, administrative, Contracting, logistics,

financial, planning, or other functions in furtherance of the PA.

Manufacture or other use in any part of the world by or for the

armed forces of either Participant.

The security office approved by national authorities to be

5
Information

Intellectual Property

responsible for the security aspects of this MOU.

Any material, equipment, end item, subsystem, component,

Special Tooling or test equipment that is either owned by one

Participant and provided for use pursuant to a PA or Equipment

and Material Transfer Arrangement (E&MTA) by that

Participant or is jointly acquired by both Participants and

provided for use in a PA or an E&MTA.

An implementing arrangement under this MOU that specifies the

terms of cooperation on a specific transfer of Equipment and

Material.

Executive Steering Committee

Project costs met with monetary contributions.

Financial Management Procedures Document

Information generated in the performance of a PA.

The Participant whose nation serves as the location where CPP

are assigned for duty pursuant to a PA under this MOU.

Knowledge that can be communicated by any means and is

provided to, generated in, or used in this MOU and its

PAs/E&MTAs regardless of form or type, including, but not

limited to, that of a scientific, technical, business, or financial

nature, and also including photographs, reports, manuals, threat

data, experimental data, test data, designs, specifications,

processes, techniques, inventions, drawings, technical writings,

sound recordings, pictorial representations, and other graphical

presentations, whether in magnetic tape, computer memory, or

any other form and whether or not subject to Intellectual Property

rights, or other legal protection.

In accordance with the World Trade Organization Agreement on

Trade-related Aspects of Intellectual Property Rights (TRIPS),

dated April 15, 1994, all copyright and neighboring rights and all

rights in relation to inventions (including Patent rights),

registered and unregistered trademarks (including service marks),

registered and unregistered designs, undisclosed Information

(including trade secrets and know-how), layout designs of

integrated circuits, geographical indications, and any other rights

resulting from creative activity in the industrial, scientific,

literary, and artistic fields.

Authority (DSA)

Equipment and Material

Equipment and Material

Transfer Arrangement

(E&MTA)

ESC

Financial Costs

FMPD

Foreground Information

Host Participant

6
Invention

IPO

Non-financial Costs

Parent Participant

Any invention in any field of technology, provided it is new,

involves an inventive step, and is capable of industrial

application, and is formulated or made (conceived or "first

actually reduced to practice") in the course of work performed

under this MOU or a PA/E&MTA under it. The term "first

actually reduced to practice" means the first demonstration,

sufficient to establish to one skilled in the art to which the

invention pertains, of the operability of an invention for its

intended purpose and in its intended environment.

International Project Office

Project costs met with non-monetary contributions.

The Participant that sends its CPP to the nation of the other

Participant pursuant to a PA under this MOU.

Participant A signatory to this MOU represented by its military and civilian

personnel. Contractors and Contractor Support Personnel will

not be representatives of a Participant under this MOU.

PASC Project Arrangement Steering Committee

Patent Grant by any Government or a regional office acting for more

than one Government of the right to exclude others from making,

using, importing, selling, or offering to sell an Invention. The

term refers to any and all patents including, but not limited to,

patents of implementation, improvement, or addition, petty

patents, utility models, appearance design patents, registered

designs, and inventor certificates or like statutory protection as

well as divisions, reissues, continuations, renewals, and

extensions of any of these.

PO Project Officer

Project Arrangement (PA)

Project Plan

PSI

An implementing arrangement, established pursuant to this

MOU, that specifies the arrangement for collaboration on a

Project between the Participants.

A document that provides a description of a PA's major events,

delivery requirements and milestones, that is updated

periodically by the Project Officers.

Project Security Instruction

7
Prospective Contractor Any entity that seeks to enter into a Contract to be awarded by a

Participant's Contracting Agency and that, in the case of a

solicitation involving the release of export-controlled

Information, is eligible to receive such Information.

Third Party

TOR

WGPO

A government other than the Government of a Participant and

any person or other entity whose government is not the

Government of a Participant.

Terms of Reference

Working Group Project Officer

8
SECTION II

OBJECTIVES

2.1. The objective of this MOU is to define and establish the general terms and conditions that

will apply to the initiation, conduct, and management of research, development, test, evaluation,

and prototyping projects detailed in separate Project Arrangements (PAs) or Equipment and

Material Transfer Arrangements (E&MTAs) between representatives authorized in accordance

with national procedures of the Participants. These PAs/E&MTAs will be entered into pursuant

to this MOU and will incorporate by reference the terms of this MOU. Additionally, this MOU

will allow the exchange of Information for the purpose of attempting to harmonize the

Participants' air and space requirements to assist in better defming potential future cooperative

efforts under this MOU.

2.2. Specific objectives of this MOU are to:

2.2.1. enhance interoperability between the Participants' air forces;

2.2.2. facilitate and enhance science and technology, research, development, test,

evaluation, and prototyping cooperation and targeted Information exchange for

air and space cooperation and in support of future air and space capabilities;

2.2.3. develop and promote defense science, technology, and industrial relationships

and cooperation between the United States and Australia in the air and space

domains; and

2.2.4. enhance capability and reduce overall development time, costs, and risks for

each of the Participant's air and space Projects through the harmonizing of

requirements, development of a common core architecture, use of the best

available technology and expertise, reduced duplication of effort, and synergies

arising from a cooperative development effort.

2.3. Detailed terms and conditions of each individual PA/E&MTA will be consistent with this

MOU. Each PA/E&MTA will include specific provisions concerning the objectives,

scope of work, sharing of work, management structure, financial arrangements, and

classification for the applicable PA/E&MTA in accordance with the formats set forth in

Annexes A and C to this MOU, to the extent applicable and practical.

9
SECTION III

SCOPE OF WORK

3.1. The scope of work for this MOU will encompass collaboration in air and space research,

development, testing, evaluation, and prototyping potentially leading to new or improved

air and space capabilities. PAs may encompass one or more of the following activities:

basic research; applied research; advanced technology development; advanced

component development and prototypes; concept of operation studies and analysis;

advanced concept technology demonstrations; system prototypes; system development

and demonstration, including engineering and manufacturing development; operational

system development; loan of materials, supplies, or equipment for the purposes of

research, development, test, evaluation, or prototyping; developmental test and evaluation

of system and subsystem efforts and evolutionary acquisition/spiral development efforts

associated with low-rate initial production or production programs. The Participants also

recognize it may be necessary to transfer Equipment and Material for the purpose of

implementing this MOU, but not for the purposes of a specific PA. In such cases, the

Participants will enter into an E&MTA using the format as set forth in Annex C to this

MOU, to the extent applicable and practical.

3.2. Information may be exchanged to attempt to harmonize the Participants' requirements to

assist in formulating, developing, and negotiating potential PAs/E&MTAs under this

MOU. This includes the exchange of weapon system research and development

Information necessary to define and support Air and Space Cooperative Activities.

Information exchanged will take place on an equitable basis, but need not necessarily

coincide in time, technical field, or form of the Information. If Information is exchanged

but no PA/E&MTA is signed, or Information is exchanged before a PA/E&MTA is

signed, the receiving Participant will use such exchanged Information only for

informational and evaluation purposes and will not disclose or transfer such exchanged

Information to a Third Party. The receiving Participant will not disclose such

Information to Contractors or any other persons, other than its Contractor Support

Personnel, without the specific prior written consent of the providing Participant.

3.3. Working Groups (WGs) may be established to attempt to harmonize the Participants'

research, development, test, evaluation, and prototyping requirements. WGs normally

will be limited in scope to a well-defined area and will endeavor to assess the issue based

on Information provided by both Participants in such a way as to arrive at a jointly

determined position within a set time period. WGs will have their own written Terms of

Reference (TOR) using the format set out in Annex D (Model Working Group Terms of

Reference) to this MOU. Unless and until Information exchanged in WGs is used in a

PA/E&MTA, the receiving Participant will use such Information only for information

and evaluation purposes and will not disclose or transfer such exchanged Information to a

Third Party. The receiving Participant will not disclose such Information to Contractors

or any other persons, other than its Contractor Support Personnel, without the specific

prior written consent of the providing Participant.

1 0
3.4. Projects entered into, Information exchanged either to assist in formulating a

PA/E&MTA or under the auspices of a WG, or any other Air and Space Cooperative

Activity entered into or pursued under this MOU may include (but are not limited to) the

following capability areas and may include associated Computer Data Bases, Computer

Programs, Computer Software, and Computer Software Documentation:

3.4.1. Air and Space Capabilities: The capabilities necessary to ensure freedom of

action. This includes not only combat aircraft and air-to-air weapons

capabilities, but also air defense, space-enabled capabilities, and airspace denial

capabilities.

3.4.2. Global Strike: The ability to engage targets anywhere, anytime to hold an

adversary at risk. This is principally focused on air-to-ground strike capability,

and includes the delivery systems and the associated weapons, as well as

necessary targeting capabilities.

3.4.3. Rapid Global Mobility: The ability to position forces rapidly anywhere in the

world to hold any adversary at risk. This includes the aircraft necessary to

provide rapid mobility, cargo handling and support infrastructure, and the

airfields to support mobility operations.

3.4.4. Precision Engagement: The ability to deliver desired effects with minimal risk

and collateral damage to deny sanctuary to the adversary. This includes the

precision guided munitions, command and control, targeting capabilities, and

the delivery platforms necessary to conduct precisions strike missions.

3.4.5. Information Superiority: The ability to control and exploit information to

ensure decision dominance. This includes the capabilities needed to maximize

sovereign airspace; command air assets; collect, assess, and disseminate

intelligence; and to conduct information operations.

3.4.6. Agile Combat Support: The ability to create, protect, and sustain air and space

assets. This includes protective forces, engineering and medical teams, as well

as logistics support units, supply and transportation capabilities.

3.5. An overarching goal of cooperative efforts or Information exchange entered into under

this MOU will be to achieve interoperability to allow for seamless integration of air and

space capabilities when required for coalition operations.

3.6. Familiarization visits may occur, in accordance with Section XI (Visits to

Establishments), to promote awareness of the other Participant's facilities and to identify

areas of potential Air and Space Cooperative Activity under this MOU.

3.7. Cooperative Project Personnel (CPP) may be assigned pursuant to a PA under this MOU

in either an International Project Office (IPO) or a facility of the other Participant and

will report to their designated supervisor regarding that PA work.

11
SECTION IV

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

4.1. This MOU will be directed and administered on behalf of the Participants by an

Executive Steering Committee (ESC) composed of the Participants' Air Senior National

Representatives (ASNRs). Each PA will be managed by a Project Arrangement Steering

Committee (PASC) or Project Officers (POs) as appropriate. The ESC will establish a

PASC for those PAs that require greater oversight than can be provided by POs and will

be comprised of representatives designated by each Participant. The PASC or POs will

have primary responsibility for effective implementation and efficient management of

PAs. The Participants may assign military or civilian employees to serve as CPPs in

support of PAs. WGs will include Working Group Project Officers (WGPO) who will

manage the exchange of Information for a specific cooperative topic or issue. The ESC

will have overall authority over the PASCs or POs, and WGPOs, in accordance with this

MOU.

4.2. The ESC will meet annually with additional meetings held at the request of either

Participant's ASNR. Decisions of the ESC will be made unanimously. In the event that

the ESC is unable to reach a timely decision on an issue, each ASNR will refer the issue

to his or her higher authority for resolution. To the degree possible, ongoing air and

space cooperation or Information exchange will continue to be implemented without

interruption under the direction of the respective PASC or POs, or WGPOs pending

resolution of the issue.

4.3 The ESC's responsibilities include, but are not limited to:

4.3.1. monitoring implementation of the MOU and exercising executive-level

oversight;

4.3.2. approving the establishment of WGs to explore, study, and report on specific air

and space cooperative issues as well as approving and signing WG Terms of

Reference (TOR) in accordance with the model at Annex D to this MOU;

4.3.3. reviewing the status reports submitted by the PASC or POs, and WGPOs;

4.3.4. maintaining oversight of the security aspects of this MOU, PAs/E&MTAs, and

WGs;

4.3.5. resolving issues brought forth by the PASCs, POs, or WGPOs;

4.3.6. reviewing and forwarding to the Participants for approval recommended

amendments to this MOU in accordance with Section XVII (Amendment,

Termination, Entry into Effect, and Duration);

12
4.3.7. recommending establishment of PAs and E&MTAs in accordance with this

MOU and national policies and procedures;

4.3.8. monitoring Third Party sales and transfers authorized in accordance with

Section XIII (Third Party Sales and Transfers);

4.3.9. approving PASC or PO plans for the transfer of Equipment and Material

provided by a Participant in accordance with Section VIII (Equipment and

Material Transfers);

4.3.10. approving PASC or PO plans for the disposal of jointly acquired Equipment and

Material under PAs in accordance with Section VIII (Equipment and Material

Transfers); and

4.3.11. employing its best efforts to resolve, in consultation with the export control

authorities of the Participants concerned, any export control issues raised by the

PASCs or POs in accordance with subparagraph 4.3.8. of this Section or

otherwise raised by a Participant's ASNR.

4.4. The Participants will each designate one PO for each PA, and establish a PASC as may

be required. PO and PASC duties will be specified in respective PAs. However,

generally, the POs or the PASC, if established, will be responsible for:

4.4.1. managing and executing the Information exchange; cost, schedule, and

performance requirements; and technical and financial aspects of the PA in

accordance with Section V (Financial Provisions) of this MOU and the

respective PA;

4.4.2. maintaining a list of all Equipment and Material transferred by either Participant

under a PA;

4.4.3. appointing PA security officers;

4.4.4. ensuring development of, and forwarding to the respective Designated Security

Authority (DSAs) for approval, the Project Security Instruction (PSI) and

Classification Guide (CG) for the PA within three months after signature of a

PA, and implementing the PSI and CG upon final approval by the respective

DSAs;

4.4.5. developing and maintaining the Project Plan and providing status reports to the

ESC;

4.4.6. monitoring export control arrangements required to implement this MOU and, if

applicable, referring immediately and promptly advising the ESC if any export

control issues arise that could adversely affect the implementation of this MOU

or associated PAs and E&MTAs; and

13
4.4.7 proposing to the ESC for approval, plans for disposal of jointly acquired

Equipment and Material under PAs in accordance with Section VIII (Equipment

and Material Transfers).

4.5. WGs will be established by the ESC as necessary to examine areas of mutual interest as

defined in Section III (Scope of Work) of this MOU. WGPOs will be designated by the

ESC to manage the overall conduct of the WG, including WG membership, Information

exchange, security requirements, and conduct of WG meetings. WGs will consist of

representatives designated by the Participants. A Participant may have as many

representatives attend WG meetings as the WGPOs deem necessary. The location and

chairperson of the meetings will alternate between the Participants with the hosting

Participant providing, without charge, appropriate meeting facilities, including security

and administrative support. WGPOs will be responsible for:

4.5.1. developing and submitting a TOR or any required amendments to existing TOR

to the ESC for approval and signature;

4.5.2. recommending potential Air and Space Cooperative Activities to the ESC for

review and approval;

4.5.3. interacting with and providing Information, consistent with this MOU, to other

WGs, as directed by the ESC; and

4.5.4. providing status reports to the ESC and referring issues to the ESC that cannot

be resolved at the WGPO level.

4.6. IPOs will be established as necessary and appropriate in the United States and Australia

to manage PAs.

4.7. If a Participant finds its necessary to exercise a restriction on the retransfer of exportcontrolled Information as set out in paragraphs 9.1. or 9.2. of Section IX (Disclosure and

Use of Project Information) of this MOU, it will promptly notify the other Participant. If

a restriction is then exercised and the other Participant objects, that Participant's ASNR

will promptly notify the other Participant's ASNR, and they will immediately consult in

order to discuss ways to resolve such issues or mitigate any adverse effects.

14
SECTION V

FINANCIAL PROVISIONS

5.1. This MOU creates no financial commitments regarding individual PAs. Detailed

descriptions of the financial provisions for a specific Project, including the total cost of

the Project and each Participant's cost share, will be contained in the specific PA.

5.2. Each Participant will contribute its equitable share of the full Financial Costs and Nonfinancial Costs of a PA, as mutually determined by the Participants and set out in each

PA, including overhead costs, administrative costs, and costs of claims, and each

Participant will receive an equitable share of the results of each PA, as mutually

determined by the Participants.

5.3. The Financial Costs and Non-financial Costs for a PA, including the total cost and each

Participant's share of the total cost, will be included in the PA.

5.4. For each PA, the POs will be responsible for establishing the detailed financial

management procedures under which the Project will operate. These procedures may be

specified in a Financial Management Procedures Document (FMPD) proposed by the

POs and subject to the approval of the PASC or ESC, as appropriate.

5.5. Each Participant will perform, or have performed, its tasks and will use its best efforts to

perform the tasks within the cost estimates specified in each PA. Each Participant will

bear the full costs it incurs for performing, managing, and administering its own activities

under this MOU and participation in each PA, including its share of the costs of any

Contracts awarded pursuant to paragraph 5.11. of this MOU.

5.6. The following costs will be borne entirely by the Participant incurring the costs or on

whose behalf the costs are incurred:

5.6.1. costs associated with national representation at meetings;

5.6.2. costs associated with any unique national requirements identified by a

Participant; and

5.6.3. any other costs not expressly stated as shared costs or any costs that are outside

the scope of this MOU and its PAs.

5.7. For PAs with shared costs that involve the establishment of an IPO with CPP

assignments, the PA will specify the Financial Costs and Non-financial Costs required for

IPO administration and associated support services including, but not limited to: IPO

costs of travel incurred in support of PA efforts; IPO training costs; Contract award;

Contract administration; office space; security services; information technology services;

communications services; and supplies.

15
5.8. In addition to the shared costs of IPO administration and associated support services costs

described in paragraph 5.7. of this Section, the cost of CPP assigned to the IPO or a

facility of the other Participant will be borne as follows:

5.8.1. The Host Participant will bear the costs of all pay and allowances of its CPP

assigned to the IPO. When CPP are assigned to a facility of the Host

Participant, the Host Participant will bear the following costs including, but not

limited to, CPP assignment-related administrative and support services costs

such as CPP costs of travel incurred in support of PA efforts, CPP-related

training costs, office space, security services, information technology services,

communications services, and supplies.

5.8.2. The Parent Participant will bear the following CPP-related costs:

5.8.2.1. all pay and allowances of its CPP assigned to the IPO or a facility of

the other Participant;

5.8.2.2. transportation of its CPP, CPP dependents, and their personal

property to the IPO location or a facility of the Host Participant prior

to commencement of the CPP assignment in the IPO or a facility of

the Host Participant, and return transportation of the foregoing from

the IPO location or facility of the Host Participant upon completion

or termination of the CPP assignment;

5.8.2.3. compensation for loss of, or damage to, the personal property of its

CPP or CPP dependents, subject to the laws and regulations of the

Parent Participant's Government; and

5.8.2.4. preparation and shipment of remains in the event of the death of its

CPP or CPP dependents.

5.9. A Participant will promptly notify the other Participant if available funds will not be

adequate to fulfill its obligations as mutually determined under any PA to this MOU, or if

it appears that the cost estimates in a PA will be exceeded. The Participants will

immediately consult with a view toward continuation on a modified basis.

5.10. When a Participant contracts on behalf of the other Participant or on behalf of both

Participants pursuant to a PA, the PO will be responsible for establishing the detailed

financial management procedures under which the PA will operate prior to the transfer of

funds between the Participants. The procedures, which will accord with national

accounting and audit requirements of the Participants, will be specified in a FMPD. Each

Participant will provide funds in the amounts and at the times set out in the estimated

schedule for monetary contributions, as specified in the FMPD.

5.11. For PAs, the Participants recognize that, in performing Contracting responsibilities on

behalf of the other Participant, it may become necessary for the Contracting Participant to

16
incur contractual or other responsibilities for the benefit of the other Participant prior to

the receipt of the other Participant's funds. In such event, the other Participant will make

such funds available in such amounts and at such times as required by the Contract or

other responsibility and will pay any damages and costs that may accrue from the

performance or cancellation of the Contract or other responsibility in advance of the time

such payments, damages, or costs are due.

5.12. Each Participant will be responsible for the audit of its activities or its Contractors'

activities pursuant to a PA. A Participant's audits will be in accordance with its own

national practices. For PAs in which funds are transferred between the Participants, the

receiving Participant will be responsible for the internal audit regarding administration of

the other Participant's funds in accordance with the receiving Participant's national

practices. Audit reports of such funds will be promptly made available by the receiving

Participant to the other Participant.

17
SECTION VI

CONTRACTING PROVISIONS

6.1. If either Participant determines that Contracting is necessary to fulfill its obligations

under the scope of work of any PA, that Participant will contract in accordance with its

respective national laws, regulations, and procedures.

6.2. When one Participant contracts on its own behalf to perform a task under a PA, it will be

solely responsible for its own Contracting, and the other Participant will not be subject to

any liability arising from such Contracts.

6.3. If the Participants determine that it is necessary under a PA that one Participant contract

on behalf of the other Participant or for both Participants for tasks under that PA, the

Contracting Agency will contract in accordance with its national laws, regulations, and

procedures. Such contractual arrangements will be detailed in the particular PA. Sources

from both Participants' industries will be allowed to compete on an equal basis for such

Contracts, as set out in the Memorandum of Agreement between the Government of

Australia and the Government of the United States Concerning Reciprocal Defense

Procurement, dated April 19, 1995, as amended. The Contracting Officer will be the

exclusive source for providing contractual direction and instructions to Contractors and

Prospective Contractors. The ESC will be responsible for the coordination of activities

relating to this MOU and its PAs, and will provide oversight of the PASC or POs who

will cooperate with the Contracting Officer in the areas of Contract procedures, Contract

negotiation, evaluation of offers, and Contract award. The Contracting Officer will also

keep the PASC or POs advised of all financial arrangements with Contractors.

6.4. Upon mutual consent, consistent with Section II (Objectives) of this MOU, a Participant

may contract for the unique national requirements of the other Participant.

6.5. For all Contracting activities performed by either Participant, the POs will be provided a

copy of all statements of work prior to the development of solicitations to ensure that

they are consistent with the provisions of this MOU and the applicable PA.

6.6. For all Contracting activities performed by either Participant, each Participant's

Contracting Agency will negotiate to obtain the rights for both Participants to use and

disclose Information required by Section IX (Disclosure and Use of Information) of this

MOU. During the Contracting process, each Participant's Contracting Officer will advise

Prospective Contractors of their obligation to notify the Contracting Agency immediately

if they are subject to any license or agreement that will restrict that Participant's freedom

to disclose Information or permit its use. The Contracting Officer will also advise

Prospective Contractors to employ their best efforts not to enter into any new agreement

or arrangement that will result in such restrictions.

6.7. Each Participant's Contracting Agency will insert into its prospective Contracts (and

require its Contractors to insert in subcontracts) provisions that satisfy the requirements

18
of this MOU and the specific PA, including paragraphs 6.8. and 6.9 of this Section,

Section IX (Disclosure and Use of Information), Section X (Controlled Unclassified

Information), Section XII (Security), Section XIII (Third Party Sales and Transfers), and

Section XVII (Amendment, Termination, Entry Into Effect and Duration) of this MOU,

and include suitable provisions to ensure compliance with the Participants' respective

export control laws and regulations.

6.8. Each Participant will legally bind its Contractors to a requirement that the Contractor will

not retransfer or otherwise use export-controlled Information furnished by another

Participant for any purpose other than the purposes authorized under this MOU or

PAs/E&MTAs under this MOU. The Contractor will also be legally bound not to

retransfer the export-controlled Information to another Contractor or subcontractor unless

that Contractor or subcontractor has been legally bound to limit use of the Information to

the purposes authorized under this MOU or PAs/E&MTAs under this MOU. Exportcontrolled Information furnished by one Participant under this MOU or PAs/E&MTAs

under this MOU may only be retransferred by another Participant to its Contractors if the

legal arrangements required by this paragraph have been established.

6.9. Each Participant will legally bind its Prospective Contractors to a requirement that the

Prospective Contractor will not retransfer or otherwise use export-controlled Information

furnished by another Participant for any purpose other than responding to a solicitation

issued in furtherance of the purposes authorized under this MOU or PAs/E&MTAs under

this MOU. Prospective Contractors will not be authorized use for any other purpose if

they are not awarded a Contract. The Prospective Contractors will also be legally bound

not to retransfer the export-controlled Information to a prospective subcontractor unless

that prospective subcontractor has been legally bound to limit use of the export-controlled

Information for the purpose of responding to the solicitation. Export-controlled

Information furnished by one Participant under this MOU or PAs/E&MTAs under this

MOU may only be retransferred by another Participant to its Prospective Contractors if

the legal arrangements required by this paragraph have been established. Upon request

by the furnishing Participant, the receiving Participant will identify its Prospective

Contractors and prospective subcontractors receiving such export-controlled Information.

6.10. In the event a Participant's Contracting Agency is unable to secure adequate rights to use

and disclose Information as required by Section IX (Disclosure and Use of Information)

of this MOU, or is notified by Contractors or Prospective Contractors of any restrictions

on the disclosure and use of Information, that Participant will notify the other Participant

of the restriction(s) before the Contract or subcontract is signed. The Participants will

immediately consult, at the appropriate level, to assess the consequences and determine

the way ahead.

6.11. The Contracting Officer will ensure that the PASC and the POs are provided with

sufficient Information concerning the Contract and its execution to enable them to fulfill

their relevant responsibilities.

19
6.12. Should a Participant's Contracting Agency determine that quality assurance services,

pricing, or cost investigation services are required, such services will be obtained through

the responsible national authorities of the Participant within whose territories the

performing Contractor or subcontractor is located, consistent with the Details of

Agreement Between the Defense Authorities of the United States of America and the

Commonwealth of Australia for Mutual Acceptance of Government Quality Assurance,

dated November 29, 1994.

6.13. For PAs in which funds are transferred between the Participants, the receiving Participant

will be responsible for the internal audit regarding administration of the other

Participant's funds in accordance with the receiving Participant's national practices.

Audit reports of such funds will be promptly made available by the receiving Participant

to the other Participant.

6.14. Each Participant will promptly advise the other Participant of any cost growth, schedule

delay, or performance problems of any Contractor for which its Contracting Agency is

responsible.

20
SECTION VII

WORK SHARING

7.1. The Participants will work toward the goal that the work to be performed in PAs under

this MOU will be shared in proportion to the Financial and Non-financial Cost of the

Participants to the maximum extent practicable, consistent with high technical merit,

reasonable cost, and the need to achieve the timely, economical, and efficient execution

of the PA. This work will encompass those requirements contained in the Scope of Work

Section of the PA that are common to the Participants and are funded under the PA.

7.2. Sources from both nations will be permitted to bid on PA work. Each Participant will

encourage its Contractors to provide competitive opportunities to sources from the other

Participant to participate in the work of the PA, provided that such participation does not

adversely affect the PA.

7.3. No requirement will be imposed by either Participant for work sharing or other industrial

or commercial compensation in connection with this MOU or applicable PA that is not in

accordance with this MOU or the applicable PA.

21
SECTION VIII

EQUIPMENT AND MATERIAL TRANSFER

8.1. Each Participant may transfer, without charge to the other Participant, such Equipment

and Material identified as being necessary for implementing a PA. The PA will provide

specific details of any transfer of Equipment and Material. Equipment and Material

identified at the time of PA signature will be specified in the PA as set out in Annex A

(Model Project Arrangement) to this MOU. Equipment and Material that cannot be

identified at the time of PA signature will be documented, when identified, in a list to be

developed and maintained by the POs. Approval for all Equipment and Material transfers

will be in accordance with national procedures.

8.2. For E&MTAs concluded pursuant to Annex C, each Participant may transfer, without

charge to the other Participant, Equipment and Material, in accordance with the model at

Annex C (Model Equipment and Material Transfer Arrangement) to this MOU.

Approval for all E&MTAs will be in accordance with national procedures. The receiving

Participant of the Equipment and Material, in accordance with the provisions of this

MOU and its national laws, regulations, and policies, will provide without charge the

results of any testing or evaluation to the other Participant.

8.3. The providing Participant will make every effort to ensure that the Equipment and

Material is furnished in a serviceable and usable condition according to its intended

purpose. However, the providing Participant makes no warranty or guarantee of fitness

of the Equipment and Material for a particular purpose or use, and makes no commitment

to alter, improve, or adapt the Equipment and Material, or any part thereof.

8.4. The receiving Participant will maintain any such Equipment and Material in good order,

repair, and operable condition. Unless the providing Participant has authorized the

Equipment and Material to be expended or otherwise consumed without reimbursement

to the providing Participant, the receiving Participant will return the Equipment and

Material to the providing Participant in as good condition as received, normal wear and

tear excepted, or return the Equipment and Material and pay the cost to restore it. If the

Equipment and Material is damaged beyond economical repair, the receiving Participant

will return the Equipment and Material to the providing Participant (unless otherwise

specified in writing by the providing Participant) and pay the replacement value as

computed pursuant to the providing Participant's national laws, regulations, and

procedures. If the Equipment and Material is lost or stolen while in the custody of the

receiving Participant, the receiving Participant will issue a certificate of loss to the

providing Participant and pay the replacement value as computed pursuant to the

providing Participant's national laws, regulations, and procedures.

8.5. The providing Participant, at its expense, will deliver Equipment and Material to the

receiving Participant at a mutually determined location. Possession and responsibility for

the Equipment and Material will pass from the providing Participant to the receiving

Participant at the time of receipt of the Equipment and Material. Any further

22
transportation is the responsibility of the receiving Participant unless otherwise specified

in the appropriate PAJE&MTA.

8.6. All Equipment and Material that is transferred will be used by the receiving Participant

only for the purposes of carrying out this MOU and the applicable PA or E&MTA, unless

otherwise consented to in writing by the providing Participant. In addition, in accordance

with Section XIII (Third Party Sales and Transfers) of this MOU, Equipment and

Material will not be retransferred to a Third Party without the prior written consent of the

providing Participant.

8.7. The providing Participant will transfer the Equipment and Material for the mutually

determined transfer period. The transfer period may be extended by written mutual

consent of the Participants provided that the duration of the transfer period will not

exceed the effective period of the PA or E&MTA.

8.8. The providing Participant will furnish the receiving Participant such Information as is

necessary to enable the Equipment and Material to be used. If the Participants mutually

determine that specific training is required for use of Equipment and Material, they will

mutually determine the appropriate arrangements for the provision of such training.

8.9. The receiving Participant will inspect and inventory the Equipment and Material upon

receipt. The receiving Participant will also inspect and inventory the Equipment and

Material prior to its return (unless the Equipment and Material is to be expended or

consumed).

8.10. Upon expiration or termination of the transfer period specified in the PA or the E&MTA

(taking into account any extension), the receiving Participant will return the Equipment

and Material, at its expense, to the providing Participant at a location mutually

determined. Possession and responsibility for the Equipment and Material will pass from

the receiving Participant to the providing Participant at the time of its receipt. Any

further transportation is the responsibility of the providing Participant.

8.11. The receiving Participant will provide to the providing Participant written notice of

consumption or expenditure of Equipment and Material approved for such consumption

or expenditure. In the event the intended consumption or expenditure does not occur, the

receiving Participant will, unless otherwise determined by the providing Participant,

return the Equipment and Material, at its expense, to the providing Participant to the

location mutually determined in the PA or E&MTA. Any further transportation is the

responsibility of the providing Participant.

8.12. The Participants will ensure, by all reasonable means, the protection of Intellectual

Property rights in Equipment and Material.

8.13. Equipment and Material transferred to the receiving Participant under a PA or E&MTA

will be returned to the providing Participant prior to the termination or expiration of the

PA or E&MTA.

23
8.14. Each Participant waives all claims against the other Participant for damage to, or loss of,

jointly acquired Equipment and Material arising from the performance of official duties.

However, if the Participants mutually decide to repair damaged jointly acquired

Equipment and Material in order to complete a PA, the cost of such repair will be shared

in a manner that results in sharing the total costs of the PA in the proportions established

for the Participants' contributions under the PA. In any case, if the Participants mutually

determine that damage or loss is caused by reckless acts, reckless omission, willful

misconduct or gross negligence of one Participant, the costs of any liability, including the

cost of repairs, will be borne by that Participant.

8.15. Any Equipment and Material that is jointly acquired on behalf of both Participants for use

under a PA will be disposed of during the PA, or when the PA expires or is terminated, as

approved and directed by the ESC. Jointly acquired Equipment and Material will remain

the property of both Participants in the same ratio as Financial and Non-financial Costs

are shared in the PA under which it is acquired. The Participant who has custody of the

jointly acquired Equipment and Material will maintain such jointly acquired Equipment

and Material in good order and operable condition, normal wear and tear excepted, unless

the Participants have mutually determined that it may be expended or otherwise

consumed by that Participant in connection with this MOU and applicable PA. If jointly

acquired Equipment and Material is damaged or lost while in custody of a Participant, the

provisions of this Section, and in particular the responsibilities of the receiving

Participant in paragraph 8.4., will apply. When a person or entity, other than the

Participants (including their personnel), damages jointly acquired Equipment and

Material, and the cost of making good such damage is not recoverable from such person

or entity, the Participants will share such costs in the same ratios as the Financial and

Non-financial Costs in the PA.

8.16. Mutually agreed disposal of jointly acquired Equipment and Material may include a

transfer of the interest of one of the Participants in such Equipment and Material to the

other Participant, the sale or transfer of such Equipment and Material to a Third Party, in

accordance with Section XIII (Third Party Sales and Transfers), or sale or transfer to

other non-Third Party entities. The Participants will share the consideration from jointly

acquired Equipment and Material transferred or sold to a Third Party or other non-Third

Party entity in the same ratio as Financial and Non-financial Costs are shared in the

relevant PA.

24
SECTION IX

DISCLOSURE AND USE OF INFORMATION

9.1. General

Both Participants recognize that successful cooperation depends on full and prompt

exchange of Information necessary for carrying out this MOU. The Participants intend to

acquire sufficient Information and rights to use such Information to promote the

objectives of this MOU. The nature and amount of Information to be acquired will be

consistent with the objectives stated in Section II (Objectives) and Section III (Scope of

Work) of this MOU and any applicable PA. Subject to the rights both Participants are

accorded under this MOU, title to Foreground Information generated by a Participant or

its Contractor will reside with that Participant and/or its Contractors, in accordance with

that Participant's national laws, regulations, and policies. Nothing in this MOU will

affect title to Background Information of the Participants or their Contractors. Transfer

of such Information to Contractors will be in accordance with each Participant's

respective national disclosure policies and applicable export control laws and regulations.

9.2. Transfer of Information will be consistent with the furnishing Participant's applicable

export control laws and regulations. Unless otherwise restricted by duly authorized

officials of the furnishing Participant at the time of transfer to the receiving Participant,

all export-controlled Information furnished by one Participant to the receiving Participant

may be retransferred to the other Participant's Contractors, subcontractors, Prospective

Contractors, and prospective subcontractors, subject to the requirements of paragraphs

6.8. and 6.9. of Section VI (Contracting Provisions). Export-controlled Information may

be furnished by Contractors, subcontractors, Prospective Contractors and prospective

subcontractors of one Participant's nation to Contractors, subcontractors, Prospective

Contractors, and prospective subcontractors of the other Participant's nation pursuant to

this MOU or PAs/E&MTAs under this MOU, subject to the conditions established in

licenses or other approvals issued by the Government of the furnishing Participant in

accordance with its applicable export control laws and regulations.

Information Exchange, WGs, and Familiarization Visits

9.3. The disclosure and use provisions that govern Information exchanges, WGs, and

Familiarization Visits authorized in Section III (Scope of Work) of this MOU, paragraphs

3.2., 3.3., and 3.6., are as follows:

9.3.1. Disclosure: Each Participant, upon request, will disclose to the other Participant

any relevant Information, provided that:

9.3.1.1. such Information is necessary to or useful in a MOU activity, with

the furnishing Participant determining whether it is "necessary to" or

"useful in" the MOU activity;

25
9.3.1.2. Information subject to Intellectual Property rights may be disclosed

only without incurring liability to holders of Intellectual Property

rights;

9.3.1.3. disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

9.3.1.4. any disclosure or transfer of such Information to Contractors is in

accordance with the furnishing Participant's export control laws and

regulations.

9.3.2. Use: Use of Information will be for information and evaluation purposes only.

The receiving Participant will not disclose such Information to Contractors or

any other persons, other than its Contractor Support Personnel, or use the

Information in any other way without the specific prior written consent of the

providing Participant.

Project Arrangements

9.4. Government Foreground Information

9.4.1. Disclosure: Government Foreground Information generated by a Participant's

military or civilian employees in the execution of a PA will be disclosed without

charge to both Participants.

9.4.2. Use: Each Participant may use all Government Foreground Information without

charge for Defense Purposes. The Participant generating Government

Foreground Information will also retain its rights of use thereto. Any sale or

other transfer to a Third Party will be subject to the provisions of Section XIII

(Third Party Sales and Transfers) of this MOU.

9.5. Government Background Information

9.5.1. Disclosure: Each Participant, upon request, will disclose to the other Participant

any relevant Government Background Information generated by its military or

civilian employees, provided that:

9.5.1.1. such Government Background Information is necessary to or useful

in the PA, with the Participant in possession of the Information

determining whether it is "necessary to" or "useful in" the PA;

9.5.1.2. Government Background Information subject to Intellectual Property

rights may be disclosed only without incurring liability to holders of

Intellectual Property rights; and

26
9.5.1.3. disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant.

9.5.2. Use: Government Background Information disclosed by one Participant to the

other may be used without charge by the other Participant for Project purposes

only. However, subject to any Intellectual Property rights held by other than the

Participant, Government Background Information may be used for Defense

Purposes by the receiving Particpant without charge when the use of such

Government Background Information is necessary to enable the use of

Foreground Information. The furnishing Participant (after consultation with the

receiving Participant) will determine whether such use of Government

Background Information is necessary. The furnishing Participant will retain all

its rights with respect to such Government Background Information.

9.6. Contractor Foreground Information

9.6.1. Disclosure: Contractor Foreground Information generated and delivered by

Contractors, will be disclosed without charge to both Participants.

9.6.2. Use: Each Participant may use without charge for its Defense Purposes all

Contractor Foreground Information generated and delivered by Contractors of

the other Participant. The Participant whose Contractors generate and deliver

Contractor Foreground Information will also retain rights of use thereto, in

accordance with the applicable Contract(s). Any sale or other transfer to a

Third Party of Contractor Foreground Information will be subject to the

provisions of Section XIII (Third Party Sales and Transfers) of this MOU.

9.7. Contractor Background Information

9.7.1. Disclosure: Any Contractor Background Information, (including Information

subject to Intellectual Property rights) generated and delivered by Contractors

will be made available to the other Participant provided the following provisions

are met:

9.7.1.1. such Contractor Background Information is necessary to or useful in

the PA, with the Participant in possession of the Information

determining whether it is "necessary to" or "useful in" the PA;

9.7.1.2. Contractor Background Information subject to Intellectual Property

rights may be disclosed only without incurring liability to holders of

Intellectual Property rights; and

9.7.1.3. disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant.

27
9.7.2. Use: Contractor Background Information furnished by one Participant's

Contractors and disclosed to the other Participant may be used without charge

by the other Participant for Project purposes only, and may be subject to further

restrictions by holders of Intellectual Property rights. The furnishing Participant

will retain all its rights with respect to such Contractor Background Information.

Subject to any Intellectual Property rights held by the furnishing Particpant or

its Contractors, where the use of Contractor Background Information is

necessary to enable the use of Foreground Information, such Contractor

Background Information may be used for Defense Purposes. The furnishing

Participant (after consultation with the receiving Participant) will determine

whether such use of Contractor Background Information is necessary.

9.8. Alternative Uses of Information

9.8.1. Any Background Information provided by one Participant will be used by the

other Participant only for the purposes set out in this MOU, unless otherwise

consented to in writing by the providing Participant.

9.8.2. The prior written consent of each Participant will be required for the use of

Foreground Information for purposes other than those provided for in this

MOU.

9.9. Information subject to Intellectual Property rights

9.9.1. All unclassified Information subject to Intellectual Property rights will be

identified, marked and handled as Controlled Unclassified Information in

accordance with Section X (Controlled Unclassified Information) of this MOU.

All Classified Information subject to Intellectual Property rights will be

identified, marked and handled in accordance with Section XII (Security) of this

MOU.

,9.9.2. In addition to paragraph 10.4. of this MOU, prior to transferring Information

subject to Intellectual Property rights to Contractors, the Participants will ensure

the Contractors are legally bound to respect such Intellectual Property rights.

9.10. Inventions and Patents

9.10.1. Each Participant will include in all its Contracts for PAs a provision governing

the disposition of rights in regard to Inventions and Patent rights relating

thereto, which either:

9.10.1.1. Provides that the Participant will hold title to all such Inventions

together with the right to make Patent applications for the same, free

of encumbrance from the Contractor concerned; or

28
9.10.1.2. Provides that the Contractor will hold title (or may elect to retain

title) for such Inventions together with the right to make Patent

applications for the same, while securing for the Participants a

license for the Inventions, and any Patents thereto, on terms in

compliance with the provisions of subparagraph 9.10.2. of this

Section.

9.10.2. In the event that a Contractor owns title (or elects to retain title) for any

Invention, the Contracting Participant will secure for the other Participant nonexclusive, irrevocable, royalty-free licenses under all Patents secured for that

Invention, to practice or have practiced the patented Invention throughout the

world for Defense Purposes.

9.10.3. The provisions of subparagraphs 9.10.4. through 9.10.7. of this Section will

apply in regard to Patent rights for all Inventions made by the Participants'

military or civilian employees, including those within Government-owned

facilities, and for all Inventions made by Contractors for which the Contracting

Participant holds title or is entitled to acquire title.

9.10.4. When a Participant has or can secure the right to file a Patent application with

regard to an Invention, that Participant will consult with the other Participant

regarding the filing of such Patent application. The Participant that has or

receives title to such Invention will, in other countries, file, cause to be filed, or

provide the other Participant with the opportunity to file on behalf of the

Participant holding title, Patent applications covering that Invention. If a

Participant, having filed or caused to be filed a Patent application, abandons

prosecution of the application or ceases maintaining the Patent granted or issued

on the application, that Participant will notify the other Participant of that

decision and permit the other Participant to continue the prosecution or maintain

the Patent as the case may be.

9.10.5. Each Participant will be furnished with copies of Patent applications filed and

Patents granted with regard to Inventions.

9.10.6. Each Participant will grant to the other Participant a non-exclusive, irrevocable,

royalty-free license under its Patents for Inventions, to practice or have

practiced the Invention throughout the world for Defense Purposes.

9.10.7. Patent applications to be filed under this MOU that contain Classified

Information will be protected and safeguarded in accordance with the

requirements contained in the Agreement between the United States and

Australia regarding Interchange of Patent Rights and Technical Information for

Defense Purposes: Filing of Classified Patent Applications, dated October 2,

1961.

9.11. Intellectual Property Infringement Claims

29
9.11.1. Each Participant will notify the other Participant of any Patent infringement

claims made in its territory arising in the course of work performed under this

MOU. Insofar as possible, the other Participant will provide Information

available to them that may assist in defending the claim. Each Participant will

be responsible for handling all Patent infringement claims made in its territory,

and will consult with the other Participant during the handling, and prior to any

settlement, of such claims. The Participants will share the costs of resolving

Patent infringement claims in accordance with the same ratios as specified for

their financial contributions in this MOU. The Participants will, in accordance

with their national laws and practices, give their authorization and consent for

all use and manufacture in the course of work performed under this MOU of

any Invention covered by a Patent issued by their respective countries.

9.11.2. Each Participant will notify the other Participant of any Intellectual Property

infringement claims made in its territory arising in the course of work

performed under the Project. Insofar as possible, the other Participant will

provide Information available to them that may assist in defending the claim.

Each Participant will be responsible for handling all Intellectual Property

infringement claims made in its territory, and will consult with the other

Participant during the handling, and prior to any settlement, of such claims. The

Participants will share the costs of resolving Intellectual Property infringement

claims in accordance with the same ratios as specified for their financial

contributions in a PA under this MOU. The Participants will, in accordance

with their respective national laws and practices, give their authorization and

consent for all use and manufacture in the course of work performed under this

MOU of any Invention covered by Patent or, as determined to be necessary for

work under this MOU, authorization and consent for non-commercial copyright

granted or otherwise provided by their respective countries.

30
SECTION X

CONTROLLED UNCLASSIFIED INFORMATION

10.1. Except as otherwise provided in this MOU or as authorized in writing by the originating

Participant, Controlled Unclassified Information provided or generated pursuant to this

MOU will be controlled as follows:

10.1.1. such Information will be used only for the purposes authorized according to

Section IX (Disclosure and Use of Information) of this MOU;

10.1.2. access to such Information will be limited to personnel whose access is

necessary for the permitted use under subparagraph 10.1.1 of this Section, and

will be subject to the provisions of Section XIII (Third Party Sales and

Transfers) of this MOU; and

10.1.3. each Participant will take all applicable lawful steps, which may include

national classification, available to it to keep such Information free from further

disclosure (including requests under any legislative provisions), except as

provided in subparagraph 10.1.2. of this Section, unless the originating

Participant consents to such disclosure. In the event of unauthorized disclosure,

or if it becomes probable that the Information may have to be further disclosed

under any legislative provision, immediate notification will be given to the

originating Participant.

10.2. To assist in providing the appropriate controls, the originating Participant will ensure that

Controlled Unclassified Information is appropriately marked to ensure its "in confidence"

nature. The Participants' export-controlled Information will be marked in accordance

with the applicable Participant's export control markings as documented in the PSI. The

Participants will also decide, in advance and in writing, on the markings to be placed on

any other types of Controlled Unclassified Information and describe such markings in the

PSI.

10.3. Controlled Unclassified Information provided or generated pursuant to this MOU will be

handled in a manner that ensures control as provided for in paragraph 10.1 of this

Section.

10.4. Prior to authorizing the release of Controlled Unclassified Information to Contractors, the

Participants will ensure the Contractors are legally bound to control such Information in

accordance with the provisions of this Section.

3 1
SECTION XI

VISITS TO ESTABLISHMENTS

11.1. All visits will be in accordance with the Security Agreement.

11.2. Each Participant will permit visits to its Government establishments, agencies and

laboratories, and Contractor industrial facilities by employees of the other Participant or

by employees of the other Participant's Contractor(s), provided that the visit is authorized

by both Participants and the employees have all necessary and appropriate security

clearances and a need-to-know.

11.3. All visiting personnel will be required to comply with the security regulations of the Host

Participant. Any Information disclosed or made available to visitors will be treated as if

supplied to the Participant sponsoring the visiting personnel, and will be subject to the

provisions of this MOU.

11.4. Requests for visits by personnel of one Participant to a facility of the other Participant

will be coordinated through official channels, and will conform with the established visit

procedures of the Host Participant. Requests for visits will bear the name of this MOU

and the applicable PA, if any.

11.5. Lists of personnel of each Participant required to visit, on a continuing basis, facilities of

the other Participant will be submitted through official channels in accordance with

recurring international visit procedures.

32
SECTION XII

SECURITY

12.1. All Classified Information provided or generated pursuant to this MOU and any of its

PAs will be stored, handled, transmitted, and safeguarded in accordance with the Security

Agreement.

12.2. Classified Information will be transferred through official Government-to-Government

channels only or through channels approved in writing by the DSAs of the Participants.

Such Classified Information will bear the level of classification and denote the country of

origin, the conditions of release, and the fact that the Information relates to this MOU and

the applicable PA.

12.3. Each Participant will take all applicable lawful steps available to it to ensure that

Classified Information provided or generated pursuant to this MOU is protected from

further disclosure, except as permitted by paragraph 12.8. of this Section, unless the other

Participant consents in writing to such disclosure. Accordingly, each Participant will

ensure that:

12.3.1. the receiving Participant will not release the Classified Information to any

government, national, organization, or other entity of a Third Party without the

prior written consent of the originating Participant in accordance with the

procedures set out in Section XIII (Third Party Sales and Transfers) of this

MOU;

12.3.2. the receiving Participant will not use the Classified Information for any purpose

other than the purposes provided for in this MOU and applicable PA; and

12.3.3. the receiving Participant will comply with any distribution and access

restrictions on Classified Information that is provided under this MOU.

12.4. The Participants will investigate all cases in which it is known or in which there are

grounds for suspecting that Classified Information provided or generated pursuant to this

MOU or any of its PAs has been lost or disclosed to unauthorized persons or other

entities. Each Participant also will promptly and fully inform the other Participants of the

details of any such occurrence, and of the final results of the investigation and of the

corrective action taken to preclude recurrence.

12.5. When a PA contains provisions for the exchange of Classified Information, the POs will

prepare a PSI and a CG for the PA. The PSI and the CG will describe the methods by

which Information will be classified, marked, used, transmitted, and safeguarded, and

will require that markings for all export-controlled Classified Information also include

the applicable export control markings in accordance with paragraph 10.2. of Section X

(Controlled Unclassified Information) of this MOU. The PSI and CG will be developed

by the POs within three months after the PA enters into effect and in accordance with the

33
Security Agreement. They will be reviewed and forwarded to the Participants' DSAs for

approval, and will be applicable to all Government and Contractor personnel participating

in the PA. The CG will be subject to regular review and revision with the aim of

downgrading the classification whenever this is appropriate. The PSI and the CG will be

approved by the appropriate DSA prior to the transfer of any Classified Information or

Controlled Unclassified Information under this MOU and applicable PA.

12.6. The DSA of the Participant in which a classified Contract is awarded pursuant to this

MOU or any PA will assume responsibility for administering within its territory security

measures for the protection of the Classified Information, in accordance with its laws and

regulations. Prior to the release to a Contractor, Prospective Contractor, subcontractor, or

prospective subcontractor of any Classified Information provided or generated under this

MOU and any applicable PA, the DSAs will:

12.6.1. ensure that such Contractor, Prospective Contractor, subcontractor, or

prospective subcontractor and their facility(ies) have the capability to protect

the Classified Information adequately;

12.6.2. grant a security clearance to the facility(ies), if appropriate;

12.6.3. grant a security clearance for all personnel whose duties require access to

Classified Information, if appropriate;

12.6.4. ensure that all persons having access to the Classified Information are informed

of their responsibilities to protect the Classified Information in accordance with

national security laws and regulations, and provisions of this MOU;

12.6.5. carry out periodic security inspections of cleared facilities to ensure that the

Classified Information is properly protected; and

12.6.6. ensure that access to the Classified Information is limited to those persons who

have a need-to-know for purposes of this MOU and any of its PAs.

12.7. The DSAs may carry out periodic security inspections of cleared facilities to ensure that

the Classified Information is properly protected.

12.8. Contractors, Prospective Contractors, subcontractors, or prospective subcontractors who

are determined by the DSAs to be under financial, administrative, policy, or management

control of nationals or entities of a Third Party, may participate in a Contract or

subcontract requiring access to Classified Information provided or generated pursuant to

this MOU or any of its PAs only when enforceable measures are in effect to ensure that

nationals or other entities of a Third Party will not have access to Classified Information.

If enforceable measures are not in effect to preclude access by nationals or other entities

of a Third Party, the other Participant will be consulted for written approval prior to

permitting such access.

34
12.9. For any facility wherein Classified Information is to be used, the responsible Participant

or Contractor will approve the appointment of a person or persons to exercise effectively

the responsibilities for safeguarding at such facility the Classified Information pertaining

to this MOU and any of its PAs. These officials will be responsible for limiting access to

Classified Information involved in this MOU and any of its PAs to those persons who

have been properly approved for access and have a need-to-know.

12.10. Each Participant will ensure that access to the Classified Information is limited to those

persons who possess requisite security clearances and have a specific need for access to

the Classified Information in order to participate in this MOU or any of its PAs.

12.11. Information provided or generated pursuant to this MOU may be classified as high as

TOP SECRET. The existence of this MOU is UNCLASSIFIED and the contents are

UNCLASSIFIED. The classification of the existence of any PA and its contents will be

stated in that PA.

35
SECTION XIII

THIRD PARTY SALES AND TRANSFERS

13.1. Except to the extent permitted in paragraph 13.2. of this Section, the Participants will not

sell, transfer title to, disclose, transfer possession of Foreground Information (or any item

produced either wholly or in part from Foreground Information) or jointly acquired or

produced Equipment and Material, to any Third Party without the prior written consent of

the Government of the other Participant. Furthermore, neither Participant will permit any

such sale, disclosure, or transfer, including by the owner of the item, without the prior

written consent of the Government of the other Participant. Such consent will not be

given unless the Government of the intended recipient consents in writing with the

Participants that it will:

13.1.1. not retransfer, or permit the further retransfer of, any equipment or Information

provided; and

13.1.2. use, or permit the use of, the equipment or Information provided only for the

purposes specified by the Participants.

13.2. Each Participant will retain the right to sell, transfer title to, disclose, or transfer

possession of Foreground Information that:

13.2.1. is generated solely by a Participant or that Participant's Contractors in the

performance of that Participant's work allocation under Section III (Scope of

Work) of a PA; and

13.2.2. does not include any Foreground Information or Background Information of the

other Participant, and whose generation, test or evaluation has not relied on the

use of Equipment and Material of the other Participant.

13.3., In the event that questions arise as to whether the Foreground Information (or any item

produced either wholly or in part from the Foreground Information) that a Participant

intends to sell, transfer title to, disclose, or transfer possession of to a Third Party is

within the scope of paragraph 13.2. of this Section, the matter will be brought to the

immediate attention of the other Participant. The Participants will resolve the matter

prior to any sale or other transfer of such Foreground Information (or any item produced

either wholly or in part from the Program Foreground Information) to a Third Party.

13.4. A Participant will not sell, transfer title to, disclose, or transfer possession, grant, donate

or transfer usage rights of Equipment and Material or Background Information provided

by the other Participant to any Third Party without the prior written consent of the

Government of the Participant that provided such Equipment and Material or

Information. The providing Participant's Government will be solely responsible for

authorizing such transfers and, as applicable, specifying the method and provisions for

implementing such transfers. For Equipment and Material or Background Information

36
that has been provided by a furnishing PA Participant to a receiving PA Participant, the

Participants recognize that any sale, transfer of title to, or disclosure of Equipment and

Material or Background Information by the receiving PA Participant to any non-Third

Party will be in accordance with the applicable provisions of this MOU, including

Section VI (Contracting Provisions), Section VIII (Equipment and Material Transfer),

and Section IX (Disclosure and Use of Information).

13.5. Consent for Third Party sales and transfers of Foreground Information, jointly acquired

Equipment and Material, or any item produced either wholly or in part from Foreground

Information will be subject to foreign policy and national security considerations, and

national laws, regulations, and policies of the Participants. A Participant's Government's

approval of the other Participant's Government's proposed sale or transfer to a Third

Party will take into account favorably its willingness to otherwise sell or transfer such

equipment or Information to the same Third Party.

37
SECTION XIV

LIABILITY AND CLAIMS

14.1. Claims arising under this MOU and any PA will be dealt with in accordance with

paragraph 1 of the United States-Australia Chapeau Defence Agreement, dated December

1, 1995.

14.2. The Participants will share any costs required to be shared under subparagraph 1.b).ii. of

the Chapeau Agreement in the same proportions as the Financial Costs and Non-financial

Costs are shared in the applicable PA.

14.3. The Participants will share any costs required to be shared under subparagraph 1.b).iv. of

the Chapeau Agreement on the following basis:

14.3.1. for Contracts where one Participant contracts solely on its own behalf, the

Participant awarding the Contract will pay the cost of claims arising under that

Contract;

14.3.2. for Contracts where one Participant contracts on behalf of the other Participant,

the Participant on whose behalf the Contract was awarded will pay the cost of

claims arising under that Contract. The Contracting Participant will not

indemnify Contractors against third party liability claims, unless otherwise

mutually determined in the applicable PA; and

14.3.3. for Contracts awarded on behalf of both Participants, the costs of claims arising

under such Contracts will be shared in the same proportions as costs are shared

in the applicable PA. The Contracting Participant will not indemnify

Contractors against third party liability claims, unless otherwise mutually

determined in the applicable PA.

38
SECTION XV

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

15.1. Customs duties, import and export taxes, and similar charges will be administered in

accordance with each Participant's respective laws and regulations. Insofar as existing

national laws and regulations permit, the Participants will endeavor to ensure that such

readily identifiable customs duties, import and export taxes, and similar charges, as well

as quantitative or other restrictions on imports and exports, are not imposed in connection

with work carried out under this MOU, including any PAs or E&MTAs under this MOU.

15.2. Each Participant will use its best efforts to ensure that customs duties, import and export

taxes, and similar charges are administered in a manner favorable to the efficient and

economical conduct of the work. If any such customs duties, import and export taxes, or

similar charges are levied, the Participant in whose country they are levied will bear such

costs. Any such costs will not be considered to fall under either Participant's shared

costs.

39
SECTION XVI

SETTLEMENT OF DISPUTES

16.1. Disputes between the Participants arising under or relating to this MOU, including any of

its PAs or E&MTAs, will be resolved only by consultation between the Participants and

will not be referred to a national court, an international tribunal, or to any other person or

entity for settlement.

40
SECTION XVII

AMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION

17.1. All activities of the Participants under this MOU will be carried out in accordance with

their respective national laws and regulations, including their export control laws and

regulations. The obligations of the Participants will be subject to the availability of funds

for such purposes.

17.2. In the event of a conflict between the terms of this MOU, or any PA or E&MTA under

this MOU, this MOU will take precedence.

17.3. This MOU, or any PA or E&MTA to this MOU, may be amended by the mutual written

consent of the Participants.

17.4. This MOU, or any PA or E&MTA under this MOU, may be terminated at any time by

the mutual written consent of the Participants. In the event the Participants consent to

terminate this MOU, or any PA or E&MTA under this MOU, the Participants will consult

prior to the date of termination to ensure termination on the most economical and

equitable terms. Termination of this MOU will result in the termination of all PAs and

E&MTAs under this MOU.

17.5 Either Participant may terminate this MOU, or any PA under this MOU, upon 180 days

written notice of its intent to terminate to the other Participant. An E&MTA may be

unilaterally terminated by either Participant subject to the following provisions:

17.5.1. For the receiving Participant, upon 60 days written notice to the providing

Participant.

17.5.2. For the providing Participant, at any time, allowing a reasonable time for the

receiving Participant to return the relevant Equipment and Material.

17.6 Notice granted pursuant to paragraph 17.5. of this Section, will be the subject of

immediate consultation to decide upon the appropriate course of action to conclude the

activities under this MOU, PA, or E&MTA, as applicable. In the event of such

termination, the following rules apply:

17.6.1. the Participants will continue participation, financial or otherwise, in all MOU

activities subject to the notice of termination, up to the effective date of

termination;

17.6.2. except as to Contracts awarded on behalf of both Participants, each Participant

will be responsible for its own Project-related costs associated with termination

of the PA. For Contracts awarded on behalf of both Participants, the

terminating Participant will pay all Contract modification and termination costs

that would not otherwise have been incurred but for the decision to terminate.

However, in no event will a terminating Participant's total financial

41
contribution, including Contract termination costs, exceed that Participant's

total financial contribution for the PA being terminated;

17.6.3. all Information and rights therein received under the provisions of this MOU,

prior to termination of this MOU, will be retained by the Participants, subject to

the provisions of this MOU;

17.6.4. if requested by the other Participant, the terminating Participant may continue to

administer the Project Contract(s) that it awarded on behalf of the other

Participant on a reimbursable basis;

17.6.5. additional PA termination provisions consistent with this Section may be

established in a PA; and

17.6.6 each Participant will make available to the other Participant all Foreground

Information generated prior to termination that has not been provided to the

other Participant prior to the termination.

17.7. The respective rights and obligations of the Participants regarding Section VIII

(Equipment and Material Transfer), Section IX (Disclosure and Use of Information),

Section X (Controlled Unclassified Information), Section XII (Security), Section XIII

(Third Party Sales and Transfers), Section XIV (Liability and Claims), Section XVI

(Settlement of Disputes), and this Section XVII (Amendment, Termination, Entry into

Effect, and Duration) will continue to apply notwithstanding termination or expiration of

this MOU or any of its PAs or E&MTAs.

17.8. This MOU, which consists of an Introduction, seventeen (17) Sections, and four (4)

Annexes, will come into effect on the date of last signature, and will remain in effect for

twenty (20) years unless terminated by either Participant.

42
Date

AUG 1 7 2007

Washington DC

Location

.28 A0C1 01

Date

CANeer-e-A AC_T

Location

FOR THE DEPARTMENT OF DEFENSE FOR THE DEPARTMENT OF DEFENCE

OF THE UNITED STATES 0 RICA OF AUST IA

2 1%*cv S . Lernk. , r)

Name

0"? 01 U■"‘kt' Sec r e.Q 

Title 1.14 e vw14,:t A \ A g

Name

DEpirri

Title

CH,r=F c:f- A 42_ apizce

---

KS-igriatuie

3044' ► NV BLAcv.Suani

The foregoing represents the understanding reached between the Department of Defense of the

United States of America and the Department of Defence of Australia upon the matters referred

to herein.

Signed, in duplicate, in the English language.

43
ANNEX A

MODEL PROJECT ARRANGEMENT (PA)

PA NUMBER — (-XXXX*)

TO THE

MEMORANDUM OF UNDERSTANDING BETWEEN THE

DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA AND

THE DEPARTMENT OF DEFENCE OF AUSTRALIA

CONCERNING

AIR AND SPACE CAPABILITY DEVELOPMENT

DATED

CONCERNING

(FULL DESIGNATION OF THE PROJECT)

*The U.S. DoD will assign the Project Arrangement number.

44
TABLE OF CONTENTS 

SECTION PAGE

INTRODUCTION

I DEFINITIONS

II OBJECTIVES

III SCOPE OF WORK

IV SHARING OF TASKS

V BREAKDOWN AND SCHEDULE OF TASKS

VI MANAGEMENT

VII FINANCIAL PROVISIONS

VIII CONTRACTING PROVISIONS

IX LEVEL OF CLASSIFICATION

X PRINCIPAL ORGANIZATIONS INVOLVED

XI EQUIPMENT AND MATERIAL TRANSFERS

XII SPECIAL PROVISIONS

XIII ENTRY INTO E1.1-,CT, DURATION, AND TERMINATION

APPENDIX 1 COOPERATIVE PROJECT PERSONNEL

APPENDIX 2 INVENTORY OF EQUIPMENT AND MATERIAL TRANSFERS

(Drafting guidance: At a minimum, a PA will include he above sections, unless explicitly

labeled "optional" in this annex. If additional topics n ed to be addressed, sections,

appendices, or special provisions should be included as necessary and appropriate, consistent

with the terms of this MOU. In the event of a conflict etween the terms of this MOU and this

PA, the MOU will take precedence.)

45
INTRODUCTION

This Project Arrangement (PA) is entered into pursuant to the Memorandum of Understanding

between the Department of Defense of the United States of America (U.S. DoD) and the

Department of Defence of Australia (ADOD) Concerning Air and Space Capability

Development (MOU), dated (insert effective date of the MOU).

SECTION I

DEFINITIONS

(Drafting guidance: Define only those terms used in this PA that have not been defined in the

MOU.)

SECTION II

OBJECTIVES

The objectives of this PA are:

a. The development of

b. The improvement of

SECTION III

SCOPE OF WORK

The following work will be undertaken under this PA:

a. Develop

b. Evaluate

c. Design, fabricate, and test

SECTION IV

SHARING OF TASKS

The sharing of tasks will be as follows:

46
a. The U.S. DoD will

b. The ADOD will

c. The U.S. DoD and the ADOD will jointly

SECTION V

BREAKDOWN AND SCHEDULE OF TASKS

(OPTIONAL)

(Drafting guidance: Use this format when the tasks covered under this Project may be

performed using multiple phases, requiring milestones or decision points.)

The Project will proceed according to the following phases and schedule. Note that national

priorities may pre-empt mutually determined schedules in PAs.

Phase 1 Start End

Description of Phase 1 Month X Month Y

(Milestone 1) (e.g., Transmittal of Feasibility Report)

Phase 2 Start End

Description of Phase 2 Month X Month Y

(Milestone 2) (e.g., Decision to proceed to Phase 3)

Phase 3 Start End

Description of Phase 3 Month X Month Y

(Milestone 3) (e.g., Evaluation, analysis of results)

(Add as many phases as necessary.)

The final report must be transmitted to the PA Steering Committee (PASC) or Executive

Steering Committee (ESC) six months before the termination date of this PA.

SECTION VI

MANAGEMENT

1. The PASC members are:

U.S. DoD PASC member Title/Position 

47
Organization 

ADOD PASC member Title/Position 

Organization 

2. The Project Officers (POs) are:

U.S. DoD PO Title/Position 

Organization 

ADOD PO Title/Position 

Organization 

3. Project Offices will be established in (name of U.S. location) and in

(name of AS location). The PASC/POs are responsible for management of those

tasks listed as national responsibilities in Section IV (Sharing of Tasks) in this PA.

4. Particular Management Procedures:

(Drafting guidance: Mention only those additional management responsibilities not covered

under Section IV (Management (Organization and Responsibility)) of the MOU.)

For instance, if a PA will be administered by one International Project Office (IPO) staffed by

members from each Participant, add the following paragraph:

Either Participant may assign personnel to the IPO to assist in administering a PA. The Host

Participant will provide office space and administrative support to the personnel of the other

Participant in accordance with the Host Participant's normal practice. A Participant's

assigned personnel will be subject to the normal procedures and regulations of the Host

Participant. Provisions for the personnel provided are described in Annex B to the MOU.)

SECTION VII

FINANCIAL PROVISIONS

The Participants estimate that the cost of performance of the tasks under this PA will not exceed

U.S. or $ AS.

48
Year 1 Year 2 Year 3 Year 4 Year 5 Total

U.S. DoD

ADOD

TOTAL

Cooperative efforts of the Participants over and above the mutually determined tasks set out in

the Scope of Work, Sharing of Tasks, Financial Provisions, and Contracting Provisions Sections

of this PA will be subject to amendment to this PA or signature of a new PA.

(Drafting guidance: If a PA will involve the assignment of Cooperative Project Personnel

(CPP), the PA will include a provision that refers to paragraphs 5.7. - 5.8. of the MOU,

identifies which Participant is sending or hosting CPP, and specifies the number of CPP to be

assigned. In addition, the PA will include the amount of financial and non-financial

contribution related to CPP in one of the two alternatives below in this section.)

(Drafting guidance: If a PA will not involve one Participant Contracting for the other or both

Participants, and no funds will be exchanged between the Participants, use the following

format for the Financial Arrangements. Both financial and non-financial contributions

should be included in the total U.S. DoD and ADOD costs.)

Alternative 1 

The U.S. DoD tasks will not cost more than: U.S. $ or AS $.

The ADOD tasks will not cost more than: AS $ or U.S. $.

Or:

(Drafting guidance: If a PA will involve one Participant Contracting for the other Participant

or both Participants, or the Participants will transfer or exchange funds between them, use the

following format for the Financial Arrangements.)

Alternative 2

(Cost of performance includes Financial and Non-financial Costs.)

(Drafting guidance: Using the above table and whatever description is necessary, explain and

demonstrate how the PA will be funded. Identify both financial (funds) and non-financial

(e.g., use of equipment) contributions and identify the amount of funds to be transferred

between the Participants, as well as the rate of currency exchange.)

49
(Drafting guidance: The Financial Management Procedures Document (FMPD) should be

developed by the POs, if needed, and submitted to the PASC or ESC for approval. The FMPD

_should include, at a minimum, schedule, handling, funding levels by year, auditing procedures

for monetary contributions anticipated for the PA, and any approval authorization procedures

for the expenditure of funds.)

SECTION VIII

CONTRACTING PROVISIONS

(OPTIONAL)

(Drafting guidance: Insert any special Contract provisions that are needed to supplement the

standard provisions contained in this MOU.)

SECTION IX

LEVEL OF CLASSIFICATION

Only one of the four following possibilities may be selected:

a. No Classified Information will be exchanged under this PA.

b. The highest level of Classified Information exchanged under this PA is

CONFIDENTIAL.

c. The highest level of Classified Information exchanged under this PA is SECRET.

d. The highest level of Classified Information exchanged under this PA is TOP

SECRET.

The existence of this PA is [insert classification] and its contents are [insert classification].

SECTION X

PRINCIPAL ORGANIZATIONS INVOLVED

(Drafting guidance: List the organizations and facilities of the Participants.)

50
SECTION XI

EQUIPMENT AND MATERIAL I RANSFERS

(OPTIONAL)

Providing

Participant

Receiving

Participant Qty Description

Part/

Stock #

Consumable/

NonConsumable

Transfer

Period

Security

Classification

* Estimated

Replacement

Value

* Estimated Replacement Value is a good faith estimate of the replacement value at the time of

the loan.

NOTES:

I. In the event that the cooperative effort under the PA requires the provision of Equipment

and Material to either Participant, a list of such Equipment and Material must be

developed in general accordance with the preceding table. (Equipment and Material that

cannot be identified at the time of PA signature will be documented, when identified, in a

list to be developed and maintained by the POs in the format above.)

2. If jointly acquired Equipment and Material is an aspect of the cooperative effort under the

PA, terms and conditions for the disposal of such jointly acquired Equipment and Material

must be included in the PA.

SECTION XII

SPECIAL PROVISIONS

All activities of the Participants under this PA will be carried out in accordance with each

Participant's respective national laws and regulations, including their applicable export control

laws and regulations.

(Drafting guidance: Identify any procedures, specifications, or other necessary attributes of

the Project not delineated in other Sections).

(Drafting guidance: In the event a PSI and CG will not be created for the Project, the

following paragraph shall be used).

All U.S. export-controlled Information to be provided to the ADOD under this PA will be

marked "International Traffic in Arms Regulations (ITAR)-Controlled" or "Export

Administration Control Regulations (EAR) Controlled," as appropriate, or such other markings

51
as is notified by the U.S. DoD to the ADOD. ADOD export-controlled Information will be

marked "Australian Export-Controlled" or such other markings as is notified by the ADOD to

the U.S. DoD.

SECTION XIII

ENTRY INTO EFFECT, DURATION, AND TERMINATION

This PA, a Project under the MOU between the

Department of Defense of the United States of America and the Department of Defence of

Australia, Concerning Air and Space Capability Development (insert effective date of the MOU)

will come into effect upon signature by both the Participants, and will remain in effect for

years unless terminated by either Participant. It may be extended by the written mutual

determination of the Participants.

FOR THE DEPARTMENT OF

DEFENSE OF THE UNITED

STATES OF AMERICA:

FOR THE DEPARTMENT OF

DEFENCE OF AUSTRALIA:

Signature Signature

Name Name

Title Title

Date Date

Location Location

52
ANNEX B

COOPERATIVE PROJECT PERSONNEL

1.0. Purpose and Scope

This Annex to Memorandum of Understanding (MOU) between the Department of

Defense of the United States of America (U.S. DoD) and the Department of Defence of

Australia (ADOD) Concerning Air and Space Capability Development, dated

(insert effective date of the MOU), establishes the provisions that will govern the

conduct of Cooperative Project Personnel (CPP). The Parent Participant will assign

military members or civilian employees to the International Project Office (IPO) or other

office or facility in accordance with Section IV (Management (Organization and

Responsibility)) of the MOU and this Annex. CPP will be able to perform all the

responsibilities assigned to them under the MOU and the relevant PA. Commencement

of assignments will be subject to any requirements that may be imposed by the Host

Participant or its Government regarding acceptance of CPP, such as, but not limited to,

visas and visit request documentation. The PA Steering Committee (PASC) or Project

Officers (POs) will determine the length of tour for the positions at the time of initial

assignment.

1.2. CPP will be assigned to an IPO or other office or facility for PA work and will report to

their designated supervisor regarding that work. The POs will be responsible for the

creation of a document describing the duties of each CPP position, which will be subject

to approval by the PASC or ESC. CPP will not act as liaison officers on behalf of the

Parent Participant. CPP may act from time to time on behalf of their respective PASC or

Executive Steering Committee (ESC) member if the latter so authorizes in writing.

1.3. CPP will not be assigned to command or other positions that would require them to

exercise responsibilities that are reserved by law or regulation to an officer or employee

of the Host Participant's Government.

2.0. Security

2.1. The PASC or ESC will establish the maximum level of security clearance required, if

any, to permit CPP to have access to Classified Information and facilities in which

Classified Information is used in accordance with the Project Security Instruction (PSI)

and Classification Guide (CG). Access to Classified Information and facilities in which

Classified Information is used will be consistent with, and limited by, Section II

(Objectives) and Section III (Scope of Work) of the MOU and will be kept to the

minimum required to accomplish the work assignments.

2.2. The Parent Participant will file visit requests for the CPP through prescribed channels in

compliance with the Host Participant's procedures. As part of the visit request

procedures, the Parent Participant will cause security assurances to be filed, through the

53
Parent Participant's Government embassy located in the Host Participant's country

specifying the security clearances for the CPP being assigned.

2.3. The Host Participant and Parent Participant will use their best efforts to ensure that CPP

assigned to an IPO or other office or facility are aware of, and comply with, applicable

laws and regulations as well as the requirements of Section IX (Disclosure and Use of

Information), Section X (Controlled Unclassified Information), Section XI (Visits to

Establishments), Section XII (Security), and Section XVII (Amendment, Termination,

Entry into Effect, and Duration) of the MOU and the provisions of the applicable PSI and

CG. Prior to commencing assigned duties, CPP will, if required by the Host Participant's

Government's laws, regulations, policies, or procedures, sign a certification concerning

the conditions and responsibilities of CPP.

2.4. CPP will at all times be required to comply with the security and export control laws,

regulations, and procedures of the Host Participant's Government. Any violation of

security procedures by CPP during their assignment will be reported to the Parent

Participant for appropriate action. CPP committing violations of security and export

control laws, regulations, or procedures during their assignments may be withdrawn from

the CPP assignment with a view toward appropriate administrative or disciplinary action

by the Parent Participant.

2.5. All Classified Information made available to CPP will be considered as Classified

Information furnished to the Parent Participant, and will be subject to all provisions and

safeguards provided for in Section XII (Security) of the MOU, the PSI, and the CG.

2.6. CPP will not have personal custody of Classified Information or Controlled Unclassified

Information unless approved by the Host Participant and as authorized by the Parent

Participant. They will be granted access to such Information in accordance with Section

X (Controlled Unclassified Information), Section XII (Security) of the MOU, and the PSI

during normal duty hours at the IPO or other office or facility and when access is

necessary to perform PA work.

2.7. CPP assigned to an IPO or other office or facility will not serve as a conduit between the

Host Participant and Parent Participant for requests and/or transmission of Classified

Information or Controlled Unclassified Information unless specifically authorized by the

PSI.

3.0. Technical and Administrative Matters

3.1. Consistent with the Host Participant's Government laws and regulations, and subject to

applicable multilateral or bilateral agreements or arrangements, CPP will be subject to the

same restrictions, conditions, and privileges as Host Participant personnel of comparable

rank and in comparable assignments. Further, to the extent authorized by host

Government's laws and regulations, and any applicable multilateral or bilateral

agreements or arrangements, CPP and the CPP's authorized dependents will be accorded:

54
3.1.1. exemption from any Host Participant's Government tax upon income received

from the Parent Participant; and

3.1.2. exemption from any Host Participant's customs and import duties or similar

charges levied on items entering the country for their official or personal use,

including their baggage, household effects, and private motor vehicles.

3.2. On arrival, CPP and the CPP's dependents will be provided briefings arranged by the IPO

or other office or facility about applicable laws, orders, regulations, and customs and the

need to comply with them. CPP and the CPP's dependents will also be provided

briefings arranged by the IPO or other office or facility regarding entitlements, privileges,

and obligations such as:

3.2.1. Any medical and dental care that may be provided to CPP and the CPP's

dependents at Host Participant medical facilities, subject to the requirements of

applicable laws, regulations, and any applicable multilateral or bilateral

agreements or arrangements;

3.2.2. Purchasing and patronage privileges at military commissaries, exchanges,

theaters, and clubs for CPP and the CPP's dependents, subject to the

requirements of applicable laws, regulations, and any applicable multilateral or

bilateral agreements or arrangements;

3.2.3. The Host Participant will provide, if available, housing and messing facilities

for CPP and the CPP's dependents on the same basis and priority as for its own

personnel. CPP will pay messing and housing charges to the same extent as

Host Participant personnel. At locations where facilities are not provided by the

Host Participant for its own personnel or facilities are not available, the Parent

Participant will make suitable arrangements for its CPP; and

3.2.4. CPP and the CPP's dependents will have the responsibility of obtaining motor

vehicle liability insurance coverage in accordance with the laws and regulations

applicable in the area where they are residing. In case of claims involving the

use of private motor vehicles by CPP, the recourse will be against such

insurance.

3.3. The PO, through the IPO or other office or facility, will, in consultation with the CPP,

establish standard operating procedures for CPP in the following areas:

3.3.1. Working hours, including holiday schedules;

3.3.2. Leave authorization, consistent to the extent possible with the military and

civilian personnel regulations and practices of the Host Participant and Parent

Participant;

55
3.3.3. Dress regulations, consistent to the extent possible with the military and civilian

personnel regulations and practices of the Host Participant and Parent

Participant;

3.3.4. Performance evaluations, recognizing that such evaluations will be rendered in

accordance with the Parent Participant's military or civilian personnel

regulations and practices; and

3.3.5. Australian CPP assigned to the United States will be required to wear in clear

view, when required by security procedures, a U.S. DoD or similar building or

installation pass or badge that clearly identifies CPP. Australian CPP will not

be provided nametags, codes or titles that could imply that Australian CPP are

U.S. DoD persons. U.S. DoD CPP assigned to Australia will be required to

wear in clear view, when required by security procedures, an Australian DOD

or similar building or installation pass or badge that clearly identifies CPP. U.S.

DoD CPP will not be provided nametags, codes or titles that could imply that

U.S. DoD CPP are Australian DOD persons.

3.4. CPP committing an offense under the laws of the Government of the Host Participant or

Parent Participant may be withdrawn from the CPP assignment with a view toward

further administrative or disciplinary action by the Parent Participant. Disciplinary

action, however, will not be taken by the Host Participant against CPP, nor will the CPP

exercise disciplinary powers over the Host Participant's personnel. In accordance with

Host Participant's Government laws and regulations, the Host Participant will assist the

Parent Participant in carrying out investigations of offenses involving CPP.

3.5. During their assignment, CPP will not be placed in the following duty status or

environments unless it is consented to in writing by the Parent Participant:

3.5.1. Areas of political sensitivity where their presence may jeopardize the interests

of either the Host Participant or Parent Participant, or where, in the normal

course of their duty, CPP may become involved in activities that may embarrass

either Participant;

3.5.2. Deployments in non-direct hostility situations, such as UN peacekeeping or

multi-national operations, or in third countries; or

3.5.3. Duty assignments in which direct hostilities are likely. Should an IPO or other

office or facility to which CPP are assigned become involved in hostilities

unexpectedly, assigned CPP will not be involved in the hostilities. Any such

CPP approved by the Parent Participant for involvement in hostilities will be

given specific guidance as to the conditions under which the assignment will be

carried out by the appropriate authorities of the Host Participant and Parent

Participant.

56
APPENDIX 1

COOPERATIVE PROJECT PERSONNEL POSITION DESCRIPTION

1. Position:

a. Title: Cooperative Project Personnel (CPP)

2. Position location:

3. Security clearance level required for the position:

4. Qualifications/Skills Required for Position: (Insert appropriate data, e.g., accredited degree

in a scientific or air and space related subject, air and space staff and/or operational

experience, military specialty similar to U.S. Acquisition Program Manager and/or acquisition

engineering experience.) The CPP will perform the following tasks and responsibilities as

mutually determined by the Project Officers (POs).

5. General categories of Information to which access will be required: (insert appropriate

categories of Information required to perform the duties outlined in this position description).

6. Description of specific duties:

a. CPP will be primarily responsible for (insert responsibilities, e.g., coordinating the

administration of the PA). CPP will require Information access to (insert specific

Information access requirements, e.g., research, development, and engineering

programs involving the air and space system in question);

b. Specific duties;

c The CPP requires access to computer word processing systems for preparing reports;

d. Anticipated travel requirements and locations;

e. The CPP will attend technical meetings and symposiums as required in performance of

assigned duties;

f. Reporting requirements (e.g., Provide a monthly summary of the U.S./AS air and

space cooperative Projects that are undertaken as PAs under the MOU) and any

detail requirement (e.g., This report is to cover plans and program execution,

associated technology programs in the U.S. DoD, ADOD, and industry, and in57
service support and engineering issues. It should also include forecasts of

forthcoming trials, tests and program reviews.);

g. Attend Australian and U.S. Project reviews and provide a summary report of Project

Arrangement (PA) activities at that venue as required;

h. In support of the PA, advise the PO on respective national procurement and fielding

policy, support, and logistics doctrine and organization; and

Provide administrative support and coordination for the PA Steering Committee

(PASC) or Executive Steering Committee (ESC) and other Project meetings. In

particular, the CPP will (sample tasks listed below):

(1) Request inputs from Working Group Project Officers (WGPOs) at least two

weeks prior to each meeting;

(2) Provide written briefs to PO at least one week prior to each meeting;

(3) Provide draft minutes for each meeting within 10 days of the conclusion of the

meeting;

(4) Provide written briefs on PA activities to PO every six weeks;

(5) Coordinate with key players in all PAs or Working Groups (WGs) so as to

ensure timely progress;

(6) Act as focal point for routing requests for Information from both Participants

regarding PAs;

(7) Attend PA meetings and providing administrative support where necessary; and

(8) Brief progress on PAs to PO as directed above.

58
ANNEX C

MODEL EQUIPMENT AND MATERIAL TRANSFER ARRANGEMENT

(E&MTA)

E&MTA NUMBER (E&MTA-XXXX*)

TO THE

MEMORANDUM OF UNDERSTANDING BETWEEN THE

DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA AND

THE DEPARTMENT OF DEFENCE OF AUSTRALIA

CONCERNING

AIR AND SPACE CAPABILITY DEVELOPMENT

DATED

CONCERNING THE TRANSFER OF

(Insert brief description of Equipment and Material to be transferred)

FROM

(Insert title of the providing organization.)

TO

(Insert title of the receiving organization.)

*The U.S. DoD will assign the E&MTA number.

59
INTRODUCTION

This Equipment and Material Transfer Arrangement (E&MTA) is entered into pursuant to the

Memorandum of Understanding between the Department of Defense of the United States of

America and the Department of Defence of Australia Concerning Air and Space Capability

Development (Insert effective date of the MOU) (MOU). This E&MTA is being executed by

authorized representatives of the providing and receiving Participants pursuant to Section VIII

(Equipment and Material Transfer) of this MOU.

SECTION I

DESCRIPTION AND QUANTITY

1.1. The following Equipment and Material will be transferred by the providing Participant to

the receiving Participant:

Providing

Participant

Receiving

Participant Qty Description

Part/

Stock #

Consumable/

NonConsumable

Transfer

Period

Security

Classification

* Estimated

Replacement

Value

* Estimated Replacement Value is a good faith estimate of the replacement value at the time of

the loan.

(Fill in as appropriate)

1.2. (Choose one of the following alternatives, or use both if both situations apply.)

Alternative A: Use when return of Equipment and Material is planned.

The Equipment and Material identified in paragraph 1.1. of this E&MTA is not intended to be

consumed or expended during the course of the Air and Space Cooperative Activity described in

subparagraph 2.1.1. of this E&MTA.

Alternative B: Use when return of Equipment and Material is not planned due to its

consumption during the activity.

The Equipment and Material described in paragraph 1.1. of this E&MTA is intended to be

consumed or expended during the course of the activities described in subparagraph 2.1.1. of this

E&MTA.

60
SECTION II

PURPOSE

2.1. The purpose of this E&MTA is to support the following activities.

2.1.1. (Fill in as appropriate)

SECTION III

MANAGEMENT AND RESPONSIBILITIES

3.1. Each Participant will designate a point of contact who will be responsible for

implementing this E&MTA.

3.1.1. For the providing Participant the point of contact is *

3.1.2. For the receiving Participant the point of contact is *

* Insert the appropriate names, title/office symbols, addresses, and telephone numbers

of the individuals assigned to implement the E&MTA.

3.2. Responsibilities of the Providing Participant

3.2.1. Transfer of the Equipment and Material. The providing Participant will transfer

the Equipment and Material listed above for the duration of the transfer period

specified in paragraph 6.4. of this E&MTA unless extended by mutual written

consent.

3.2.2. Equipment and Material Delivery. The providing Participant will deliver the

Equipment and Material (specify arrangements). Possession and responsibility

for the Equipment and Material will pass from the providing Participant to the

receiving Participant at the time of receipt of the Equipment and Material at the

mutually determined location specified. Any further transportation is the

responsibility of the receiving Participant unless otherwise specified in this

paragraph.

3.2.3. Information. The providing Participant will furnish the receiving Participant such

Information as is necessary to enable the Equipment and Material to be used in

the activities described in subparagraph 2.1.1. of this E&MTA in accordance with

Section IX (Disclosure and Use of Information) of the MOU.

3.3. Responsibilities of the Receiving Participant

61
3.3.1. Inspection and Inventory. The receiving Participant will inspect and inventory the

Equipment and Material upon receipt. The receiving Participant will also inspect

and inventory the Equipment and Material prior to its return to the providing

Participant, unless the Equipment and Material is consumed in accordance with

subparagraph 3.3.2. of this E&MTA.

3.3.2. (Choose one of the following alternatives, or use both if both situations apply.)

Alternative A: Use when return of Equipment and Material is planned.

Return of Equipment and Material. Upon expiration or termination of the transfer period

as specified in paragraph 6.3. of this E&MTA (taking into account any approved

extensions by the providing Participant), the receiving Participant will return the

Equipment and Material to the providing Participant (specify arrangements). Possession

and responsibility for the Equipment and Material will pass from the receiving Participant

to the providing Participant at the time of receipt of the Equipment and Material at the

mutually determined location specified. If the Equipment and Material is lost,

unintentionally destroyed, or damaged beyond economical repair, while in the custody of

the receiving Participant, the receiving Participant will issue a certificate of

loss/destruction/irreparable damage to the providing Participant.

Alternative B: Use when return of Equipment and Material is not planned due to its

consumption during the activity.

Consumption of Equipment and Material. It is intended that the receiving Participant will

consume the Equipment and Material specified in paragraph 1.1. of this E&MTA during

the course of the activities described in subparagraph 2.1.1. of this E&MTA. If this does

occur, the receiving Participant will provide written notice of its consumption to the

providing Participant. In the event consumption does not occur prior to the end of the

transfer period specified in paragraph 6.3. of this E&MTA, the receiving Participant will

return the Equipment and Material to the providing Participant (specify arrangements).

Possession and responsibility for the Equipment and Material will pass from the receiving

Participant to the providing Participant at the time of receipt of the Equipment and

Material at the mutually determined location specified. If the Equipment and Material is

lost, unintentionally destroyed, or damaged beyond repair prior to its intended

consumption while in the custody of the receiving Participant, the receiving Participant

will issue a certificate of loss/destruction/irreparable damage to the providing Participant.

3.4. This E&MTA provides only for transfer of Equipment and Material associated with the

activities described in subparagraph 2.1.1. of this E&MTA. Signature of this E&MTA

does not imply any commitment by a Participant to participate in any activities beyond

the E&MTA described herein.

62
SECTION IV

SPECIAL PROVISIONS (OPTIONAL)

4.1. (Insert any special provisions as required.)

SECTION V

CLASSIFICATION

5.1. (Insert only one of the following paragraphs; note that one of these options must be

selected.)

a. No classified Equipment and Material will be transferred under this E&MTA.

b. The highest level of classified Equipment and Material transferred under this

E&MTA is CONFIDENTIAL.

c. The highest level of classified Equipment and Material transferred under this

E&MTA is SECRET.

d. The highest level of classified Equipment and Material transferred under this

E&MTA is TOP SECRET.

SECTION VI

MODIFICATION, TERMINATION, AND TRANSFER PERIOD

6.1. The provisions of this E&MTA may be modified or extended by written mutual consent

of authorized representatives of the Participants in accordance with Section XVII

(Amendment, Termination, Entry into Effect, and Duration) of the MOU.

6.2 This E&MTA may be terminated at any time in accordance with the following

provisions:

6.2.1. Through the mutual written consent of the authorized representatives of the

Participants;

6.2.2. Unilaterally by the receiving Participant on 60 days written notice to the

providing Participant.; or

6.2.3. Unilaterally by the providing Participant at any time, allowing a reasonable time

for the receiving Participant to return the relevant equipment/material.

63
6.3. Responsibilities regarding security and protection against unauthorized use, disclosure, or

transfer that accrued prior to termination or expiration of the transfer period will continue

to apply without limit of time in accordance with Section XVII (Amendment,

Termination, Entry into Effect, and Duration) of the MOU.

6.4. The transfer period for the Equipment and Material described herein begins on the date of

the last signature below, and unless terminated or extended, will continue until (enter

date or amount of time).

FOR THE DEPARTMENT OF

DEFENSE OF THE UNITED

STATES OF AMERICA

FOR THE DEPARTMENT OF

DEFENCE OF AUSTRALIA

Signature Signature

Name Name

Title Title

Date Date

Location Location

64
ANNEX D

MODEL WORKING GROUP (WG) TERMS OF REFERENCE (TOR)

(Insert name of WG) WORKING GROUP (WG)

UNDER THE MEMORANDUM OF UNDERSTANDING BETWEEN THE

DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA AND

THE DEPARTMENT OF DEFENCE OF AUSTRALIA

CONCERNING

AIR AND SPACE CAPABILITY DEVELOPMENT

DATED

65
1. Authority. The Memorandum of Understanding between the Department of Defense of the

United States of America and the Department of Defence of Australia Concerning Air and Space

Capability Development, dated (MOU), fosters collaboration in research, development,

test, evaluation, and prototyping potentially leading to new or improved military capability. The

MOU provides for the establishment of Working Groups (WGs). This Terms of Reference

(TOR) establishes the (insert name of WG) Working Group.

2. Definitions and Acronyms.

(Provide any required definitions and spell out any acronyms used.)

3. Purpose. Provide a short paragraph identtfying the purpose of the WG. A WG will be

established to explore, study, and report on specific air and space research, development, test,

evaluation, and prototyping issue(s). The WG will be limited in scope to a single, well-defined

study or Project area and will endeavor to assess the research, development, test, evaluation,

or prototyping issue based on Information provided by both Participants in such a way as to

arrive at a jointly determined position. Examples follow:

The (insert name of WG) will include activities covering the following areas:

The (insert name of WG) will

evaluate...;

monitor...;

identify...;

initiate...;

investigate...; and

facilitate...

... activity beneficial to the Participants.

... and seek technological solutions to those ...

The (insert name of WG) will provide a framework for the exchange of Information, the

identification of potential PAs/E&MTAs for (name of specific weapon system, etc.), and the

coordination of the Participants' requirements prior to the formal staffing of a potential Project

Arrangement (PA) or Equipment and Material Transfer Arrangement (E&MTA).

The purpose of the (insert name of WG) is to review respective (name specific weapon system,

etc.) programs in order to identify mutually beneficial air and space research, development, test,

evaluation, or prototyping cooperative activities between the Participants.

Mandatory: Specific collaborative activities will be carried out in accordance with this MOU

and relevant PAs/E&MTAs or other international arrangements, subject to respective applicable

laws and regulations of the Participants.

Mandatory: The (insert name of WG) is not intended to replace or inhibit activities under

existing international arrangements.

66
4. Objectives. Provide details of the type of work to be accomplished under this TOR.

Example follows.

Information on research conducted by each Participant in the area of (name specific technology)

technology and its potential for (identify potential benefit) will be exchanged and the potential

for a PA or E&MTA leading to application of the technology will be discussed.

Mandatory: The (insert name of WG) will not duplicate the activities of other organizations or

arrangements.

5. Management Structure. Examples follow.

The WG Project Officers (WGPOs) designated by the Participants are: (provide names,

organizations, job titles, and contact information)

The (insert name of WG) consists of representatives from (organizations) as principals and

other representatives and supporting subject matter experts from (organizations) as appropriate.

Membership in the (insert name of WG) should be consistent with minimal turn-over of

personnel.

The importance of consultation with other agencies and organizations is recognized.

Representatives from specific air and space technology and Capability Development areas may

be invited to participate in technical discussions, but will not become members of the (insert

name of WG). They may, however, become members of a sub-group established under this WG

for a specific air and space technology and Capability Development area or Project.

Mandatory: Identify how often the WG will meet and who will host and chair.

Example: WG meetings will be held at intervals as mutually agreed by the WGPOs, but at least

annually. The Participants will host and chair the meetings on a rotational basis. Minutes will

be prepared and provided to (insert name of WG) members and to the Executive Steering

Committee (ESC) within (specify time) following the meetings. Administrative support for these

meetings will be the responsibility of the Participant hosting the meeting.

Mandatory: Identify how decisions will be reached.

Example: All decisions of the (insert name of WG) will be unanimous.

Mandatory: Identify one U.S. and one Australian WGPO. Include name, mailing address,

email address, and phone number.

Mandatory: The ESC will be the approval and signature authority for this TOR.

67
6. Exchange of Information. Mandatory: The (insert name of WG), along with its appropriate

supporting subject matter experts, may exchange Information pertaining to (name area of

discussion of the WG) activities in accordance with Article III (Scope) and Article IX

(Disclosure and Use of Project Information) of the MOU. Information will be provided without

charge and shall be used for information and evaluation purposes only.

Mandatory if exchanging Classified or Controlled Unclassified Information: Classified

Information or Controlled Unclassified Information will be transferred only through official

Government-to-Government channels or through channels approved by the Designated Security

Authorities of both Participants. The provisions of Article X (Controlled Unclassified

Information) and Article XII (Security) of the MOU apply. No Equipment and Material will be

transferred under the auspices of the (insert name of WG).

Mandatory: The (insert name of WG) (or its highest management level) will ensure that any

Information provided in accordance with this TOR is used only by the Participants and then only

for the purpose for which it has been provided. Information will not be disclosed or released to

any Third Party, Contractor, or used for any other purpose without the prior written consent of

the providing Participant.

Mandatory: The WGPOs will produce and maintain a list of Information exchanged under this

WG. This list will include name of document, date of document, author, security

classification/release restrictions, cost/estimated value, country of origin, originating point of

contact, use rights, receiving point of contact, date provided, and any requirement to return the

document to the originator. A current list will be submitted annually to the ESC.

7. General. Mandatory: There will not be any transfer of funds between the Participants

pursuant to this TOR. In those cases where a PA/E&MTA is determined to be required, the

WGPOs will make every effort to prepare the necessary documentation and secure the required

approvals as expeditiously as possible.

8. Legal Status. Mandatory: This TOR constitutes an administrative procedure to

coordinate air and space research, development, test, evaluation, and prototyping activities

between the Participants. It is not the intent of the Participants that this TOR be considered

legally binding under international law, and this TOR does not create any rights, duties, or

responsibilities against any person or entity in any court of law or equity, or before any Third

Party. This TOR does not create any authority to perform any work, award any Contract,

exchange Information, transfer funds, or otherwise obligate in any way either Participant to make

or provide any financial or non-financial contribution to the other Participant for any purpose.

Any collaborative activities identified for investigation by the (insert name of WG) will be

pursued in accordance with the terms and provisions of the MOU. All Information exchange

associated with the (insert name of WG) will be governed by the MOU.

9. Effective Date. Mandatory: The TOR for the (insert name of WG) becomes effective on the

date of the last signature below and remains in effect until (month day, year)[fill in before

signature], unless terminated or extended. This TOR may be amended or extended by mutual

written consent of the ESC members. Either Participant may terminate the (insert name of WG)

68
upon 45 days written notification to the other Participant. Such notice will be the subject of

immediate consultation by the ESC to decide upon the appropriate course of action.

FOR THE DEPARTMENT OF DEFENSE FOR THE DEPARTMENT OF DEFENCE

OF THE UNITED STATES OF AMERICA OF AUSTRALIA

Signature Signature

Name Name

Title Title

Date Date

Location Location

69