TREATIES AND OTHER INTERNATIONAL ACTS SERIES 05-901.1

________________________________________________________________________

DEFENSE

Missiles

Memorandum of Understanding between

the UNITED STATES OF AMERICA

and AUSTRALIA

Signed at Washington and Canberra

August 3 and September 1, 2005 

 with 

Annexes
 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: Missiles

 Memorandum of understanding signed at 

 Washington and Canberra

 August 3 and September 1, 2005;

 Entered into force September 1, 2005.

 With annexes.
MEMORANDUM OF UNDERSTANDING

BETWEEN

THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND THE

DEPARTMENT OF DEFENCE OF

AUSTRALIA

CONCERNING

COLLABORATION ON

TACTICAL MISSILE

DESIGN, DEVELOPMENT, TEST AND EVALUATION

(Short Title: Tactical Missile MOU)

CERTIFICATION OF AUTHENTICITY

I hereby certify this to be a true copy of Memorandum of Understanding Between the Department of

Defense of the United States of America and the Department of Defence of Australia Concerning

Collaboration on Tactical Missile Design, Development, Test and Evaluation.

The Office of the Deputy Assistant Secretary of the Army for Defense Exports and Cooperation,

Armaments Cooperation Division, maintains custody of a signed copy of the Agreement.

MARYealH LER

INTERNATIONAL AGREEMENTS SPECIALIST
TABLE OF CONTENTS

Introduction 4

Section I Definitions 5

Section II Objectives 10

Section III Scope of Work 11

Section IV Management (Organization and Responsibilities) 14

Section V Financial Provisions 17

Section VI Contracting Provisions 20

Section VII Work Sharing 22

Section VIII Equipment and Material Transfers 23

Section IX Disclosure and Use of Information 26

Section X Controlled Unclassified Information 33

Section XI Visits to Establishments 34

Section XII Security 35

Section XIII Third Party Sales and Transfers 38

Section XIV Liability and Claims 39

Section XV Participation of Additional Nations 40

Section XVI Customs Duties, Taxes and Similar Charges 41

Section XVII Settlement of Disputes 43

Section XVIII Amendment, Termination, Entry into Effect and 44

Duration

Annex A Model Project Arrangement 46

Annex B Model Cooperative Project Personnel (CPP) Form 55

2
Annex B-1 Model Cooperative Project Position Description 59

Annex C Model Equipment and Material Transfer Form 61

3
INTRODUCTION

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

Department of Defence of Australia (ADOD), hereinafter referred to as the

"Participants":

Recognizing the Exchange of Notes constituting an Agreement between the

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

Concerning Certain Mutual Defense Commitments done at Sydney on December

1, 1995 (Chapeau Agreement) applies to this Memorandum of Understanding

(MOU);

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 potential mutual interest in the design, analysis, development, test and

evaluation of the Tactical Missile Systems to satisfy national operational

requirements;

Having independently conducted research and exploratory development of the

applications of various technologies, recognize the benefits of cooperation in

Tactical Missile programs of mutual interest;

Desiring to carry out collaborative design, analysis, development, test and

evaluation of Tactical Missiles to address their needs;

Have reached the following understandings:

4
SECTION I

DEFINITIONS 

The Participants have jointly decided upon the following definitions for terms used in this

MOU:

Background Information not generated in the performance of a Tactical

Information Missile (TM) Activity.

Best Value The value providing greatest benefit to both Participants.

Classified Information

Contract

Contracting

Contracting Agency

Contracting Officer

Contractor

Contractor Support

Personnel

Official information that requires protection in the interests of

national security and is so designated by the application of a

security classification marking. This information may be in

oral, visual, magnetic or documentary form or in the form of

equipment or technology.

Any mutually binding legal relationship under national laws

which 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 government organizations of the

Participants. Contracting includes 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 government organization of a

Participant, which has authority to enter into, administer,

and/or terminate Contracts.

A person representing a Contracting Agency of a Participant

who has the authority to enter into, administer, and/or

terminate Contracts.

Any entity awarded a Contract by a Participant's Contracting

Agency.

Persons specifically identified for support Contracts who

provide administrative, managerial, scientific, or technical

support services to a Participant under a Contract with that

Participant that prohibits using information received under

the contract for any purpose other than those authorized under

5
this MOU or the applicable PA.

Controlled Unclassified

Information

Cooperative Project

Personnel (CPP)

Cost Ceiling

Cost Target

Defense Purposes

Designated Security

Authority (DSA)

Equipment and Material

Financial Costs

Information

Unclassified information to which access or distribution

limitations have been applied in accordance with applicable

national laws or regulations. It could include information,

which has been declassified, but remains controlled. Whether

the information is provided or generated under this MOU or

its PAs, the information will be marked to identify its "in

confidence" nature. U.S. export-controlled information will

be marked as "International Traffic in Arms Regulations

(ITAR)-Controlled". AS export-controlled information will

be marked as "Australian Export Controlled".

Military members or civilian employees of a Participant

assigned under a specific Project Arrangement (PA) who

perform managerial, engineering, technical, administrative,

Contracting, logistics, financial, planning, or other functions

in furtherance of a PA.

The maximum amount to which the Cost Target for a TM PA

may move without the prior written approval of the

Participants.

The accepted planning figure of the total financial cost of a

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

responsible for the security aspects of this MOU.

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

special tooling or test equipment jointly acquired or provided

for use in a PA or an Equipment and Material Transfer.

Any costs that, due to their nature, will be paid using

monetary contributions from the Participants.

Information generated in the performance of a TM Activity.

The Participant whose nation serves as the location where

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

Any information provided to, generated in, or used in a TM

Activity regardless of form or type, including, but not limited

Foreground Information

Host Participant

6
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.

Intellectual Property

Rights

Jointly Generated

Foreground Information

Non-financial Costs

Patent

Participant

Parent Participant

Project Arrangement

(PA)

Project Invention

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, confidential information (including

trade secrets and know-how), mask works fixed in

semiconductor chip products, circuit layouts, and any other

rights resulting from intellectual activity in the industrial,

scientific, literary and artistic fields.

Information jointly generated by the Participants in the

performance of a TM Activity.

Any costs that, due to their nature, will be met using nonmonetary contributions from the Participants.

Legal protection of the right to exclude others from making,

using or selling 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.

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 or its PAs.

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

Participant.

An implementing arrangement under this MOU that specifies

the provisions for cooperation.

Any invention or discovery formulated or made (conceived or

7
first actually reduced to practice) in the course of work

performed under a PA. 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.

Project Manager (PM)

Project Plan

Project Purposes

Special Tooling

Steering Committee

(SC)

Tactical Missile (TM)

Third Party

A representative of a Participant, appointed by the

Participant(s), who has primary responsibility for effective

implementation, efficient management, and direction of

subsequently developed PAs.

Document that provides a description of a PA's major events,

delivery requirements and milestones that is updated

periodically.

Any use by or for a Participant relating to a PA including all

phases of the project carried out jointly or separately by the

Participants.

Jigs, dies, fixtures, molds, patterns, tapes, gauges, other

equipment and manufacturing aids, and all components of

these items, which are of such a specialized nature that

without substantial modification or alteration their use is

limited to the development or production of particular

supplies or parts thereof or to the performance of particular

services and excluding material, special test equipment,

facilities (except foundations and similar improvements

necessary for installing special tooling), general or special

machine tools, or similar capital items.

Representatives appointed by the Participants delegated

executive-level responsibility for policy guidance and

management oversight of the MOU and applicable PA(s).

A short to immediate range missile as distinguished from a

strategic missile.

Any activity in support of Section III (Scope of Work) of this

MOU.

The missile, canister, logistics, support and test equipment,

training, and fire control mechanism.

A government other than the government of a Participant and

any person or other entity whose government is not the

Tactical Missile

Activity

Tactical Missile System

8
government of a Participant.

Working Group Any group established by the SC to explore, study and report

on areas of mutual interest, in accordance with Sections III

(Scope of Work) and IV (Management).

9
SECTION II

OBJECTIVES 

2.1 This MOU establishes a comprehensive framework for implementing a program of

cooperation on mutually determined topics related to the development and

harmonization of requirements, design, research, development, testing, and

certification of TM Systems. The specific level of cooperation will be determined

through discussions conducted by the Participants under this MOU, consistent with

their respective national interests. Information exchange for the specific purposes

of identifying areas of potential cooperation, and for formulating, developing and

negotiating TM Project Arrangements (PAs) is permitted under this MOU. Each

Participant may transfer Equipment and Material to the other Participant for the

purposes of carrying out TM Activities. Specific objectives of this MOU include:

2.1.1 conducting information exchange for the specific purposes of identifying

areas of potential cooperation, capability gaps, requirements

harmonization, and for formulating, developing and negotiating TM PAs.

2.1.2 establishing Working Groups to address specific TMs issues and

capabilities, including but not limited to tactics, techniques, methods and

procedures for the employment of TMs, and the identification of system

modifications.

2.1.3 establishing PAs for the conduct of cooperative TM System design,

development, qualification and certification, and

2.1.4 conducting Equipment and Material Transfers (E&MT).

2.2 The Participants intend to exercise their best efforts to accommodate the TM

System requirements and capabilities of the other Participant. However, each

Participant may decline to participate in a proposed TM Activity.

2.3 The Participants intend to consider future collaboration on production and followon support of TM Systems, which would be the subject of separate written

arrangements.

10
SECTION III

SCOPE OF WORK

3.1 The overall work to be carried out under this MOU includes:

3.1.1 The identification of operational capabilities and the harmonization of

operational requirements.

3.1.2 The analysis and evaluation of operational requirements and programmatic

options for achieving the required capability.

3.1.3 The design and development of TM Systems that meet the required

capability.

3.1.4 Collaborating in the conduct of ACTDs.

3.1.5 The testing and validation of TM Systems' performance.

3.2 The following mechanisms will be utilized to undertake the TM activities described

in paragraph 3.1:

3.2.1 Information Exchange: 

3.2.1.1 Information exchange will take place on an equitable basis in all

areas concerning TMs. This MOU permits the exchange of Information

for any purpose under the scope of this MOU, including harmonization of

TM capability requirements of the Participants and the formulating,

developing, and negotiating of any TM Activity. Information exchange

need not necessarily coincide in time, technical field, or in the form of

Information.

3.2.1.2 Computer data bases, computer software or computer software

documentation associated with TM Activities may be transferred under

this MOU in accordance with national procedures, subject to the following

limitations:

3.2.1.2.1 such transfers must be necessary or useful to the conduct of

the TM activities as determined by the providing Participant; and

3.2.1.2.2 such transfers may occur only where the providing

Participant has obtained national authority for such release. Such

1 1
release may be subject to restrictions on use imposed by the

providing Participant.

3.2.2 Working Groups (WGs):

WGs may be established to explore, study, and report on specific TM

issues. A WG will he limited in scope to a single, well-defined area and

will endeavor to assess the TM issue based on information provided by

both Participants in such a way as to arrive at a jointly determined position

within a set time limit. Each WG will have its own written Terms of

Reference (TOR).

3.2.3 Project Arrangements: 

This MOU may be implemented through PAs. Each PA will be subject to

the terms and conditions of this MOU and may include provisions

concerning the objectives, scope of work, sharing of tasks, management,

financial arrangements, security classification, entry into effect, duration

and termination and other special provisions as required.

3.2.4 Advanced Concept Technology Demonstrations (ACTDs): 

The Participants recognize that it may be to their mutual advantage to

conduct technology demonstrations, such as ACTDs, to evaluate evolving

technology and TM concepts. The plan for the demonstrations will be

documented in a TM PA (Annex A) tailored to meet the requirements of

the project.

3.2.5 Equipment and Material Transfer:

The Participants recognize that 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 may execute an

Equipment and Material Transfer as identified at Annex C (Model

Equipment and Material Transfer Form).

3.2.6 Familiarization Visits:

Familiarization visits may occur, in accordance with Section XII (Visits to

Establishments).

3.2.7 Cooperative Project Personnel (CPP): 

CPP may be assigned for PA work and will report to their designated

supervisor regarding that work.

12
SECTION IV

MANAGEMENT (ORGANIZATION AND RESPONSIBILITIES)

4.1 This MOU and its PAs will be directed and administered on behalf of the

Participants by an organization consisting of a Steering Committee (SC), and

Project Managers (PMs) for PAs. A Joint Project Office (JPO) may be established

for a PA when required. The SC will have overall authority over the PM(s).

4.2 The SC will consist of the US Army's Program Executive Officer for Tactical

Missiles and the AS Director General Guided Weapons and Explosive Ordnance.

The SC will meet at least annually with additional consultation as required at the

request of either Participant. The representative hosting the meeting will chair the

meeting. The Participants will alternate hosting SC meetings unless otherwise

mutually determined. The host Participant will provide, without charge, appropriate

meeting facilities, including secretarial and administrative support. Decisions of the

SC will be made unanimously. In the event that the SC is unable to reach a timely

decision on an issue, each SC representative will refer the issue to its higher

authority for resolution. In the meantime, existing arrangements will continue to be

implemented without interruption while the issue is being resolved by higher

authority. The SC's responsibilities include, but are not limited to:

4.2.1 Exercising executive-level oversight of the TM Activities, to include the

approval of Working Group written Terms of Reference (TOR).

4.2.2 Reviewing progress in meeting requirements of TM Activities.

4.2.3 Reviewing the technical progress of TM Activities.

4.2.4 Reviewing the financial status of PAs, to include the Financial

Management Procedures Document (FMPD) when necessary, to ensure

compliance with the provisions of Section V (Financial Provisions), and

the financial provisions of the PA.

4.2.5 Resolving issues brought forth by the PM(s).

4.2.6 Reviewing and forwarding to the Participants for approval recommended

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

Termination, Entry Into Force, and Duration).

4.2.7 Providing recommendations to the Participants as to the conditions under

which a new participant may accede in accordance with Section XV

(Participation of Additional Nations).

13
4.2.8 Monitoring Third Party sales and transfers authorized in accordance with

Section XIII (Third Party Sales and Transfers).

4.2.9 Reviewing semi-annual status reports submitted by PM(s).

4.2.10 Approving plans for the transfer of Equipment and Material provided by

either Participant in accordance with Section VIII(Equipment and Material

Transfer).

4.2.11 Approving plans for the disposal of jointly acquired Equipment and

Material under this MOU in accordance with Section VIII (Equipment and

Material Transfer).

4.2.12 Maintaining oversight of the security aspects of TM Activities, including

reviewing and obtaining approval from the appropriate Designated

Security Authorities of an MOU implementing security instruction, a

Project Security Instruction (PSI), and a Classification Guide prior to the

transfer of Classified Information or Controlled Unclassified Information.

4.2.13 Reviewing and approving project documentation submitted by PM(s) to

include Project Plans and their amendments.

4.2.14 Appointing and removing PM(s) and CPP when necessary.

4.2.15 Reviewing and submitting for approval PA proposals through national

staffing channels.

4.3 PMs appointed by the SC will manage PAs. As mutually determined by the SC,

there will be a PM from one Participant and a Deputy PM (DPM) from the other

Participant. The Participants, working through the SC, may establish a JPO, when

required. If a JPO is established, the PM will be appointed by the Host Participant

and the DPM will be appointed by the other Participant. The PMs will be

responsible for:

4.3.1 Implementing, directing and managing their PA.

4.3.2 Developing, submitting to the SC for approval, and executing the PA

Project Plan and amendments thereto.

4.3.3 Managing the schedule, performance requirements and technical aspects

of the project described in the PAs under this MOU.

4.3.4 Drafting PA WG TORs and submitting them to the SC for approval.

14
4.3.5 Executing the financial aspects of the PA, in accordance with Section V

(Financial Provisions) of this MOU, including developing the FMPD for

submission to the SC for approval.

4.3.6 Referring issues to the SC that cannot be resolved by the PM.

4.3.7 Providing a semi-annual PA status report to the SC.

4.3.8 Appointing a PA security officer to be approved by the SC.

4.3.9 Developing and forwarding to the SC a PSI and a Classification Guide

(CG) in accordance with Section XII (Security).

4.3.10 Developing and implementing SC-approved plans to manage and control

the transfer of Equipment and Material provided under the PA, in

accordance with Section VIII (Equipment and Material Transfers).

4.4 Working Groups

4.4.1 WGs may be established by the SC as necessary to examine areas of

mutual interest under this MOU and/or to perform work under specific

PAs. WGs will consist of representatives from both Participants. Each

Participant will have one vote in WG matters, though a Participant may

have as many representatives attend WG meetings as the Participant

deems necessary. WGs will meet at least annually, and more often if

deemed necessary. WGs meetings will normally be held virtually (VTC).

When a physical meeting occurs, the location and chairmanship of

meetings will alternate between the Participants, with the hosting

Participant providing, without charge, appropriate meeting facilities,

including security and administrative support.

4.4.2 WGs will be responsible for:

4.4.2.1 Developing and submitting a TOR and any required changes,

through the PMs, if applicable, to the SC for approval.

4.4.2.2 Implementing the approved TOR.

4.4.2.3 Recommending potential PAs to SC.

4.4.2.4 Interacting with and providing information to other WGs, as

directed by either the PM, if applicable, or the SC.

4.4.2.5 Referring issues to the PM, if applicable, or the SC that cannot be

resolved at the WG level.

15
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 Cost

Ceiling 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

Non-financial Costs of a PA, including overhead costs, administrative costs, and

costs of claims, and will receive an equitable share of the results of each PA, as

mutually determined

5.3 The Financial and Non-financial provisions for a PA, including the Cost Ceiling,

and each Participant's share of the Cost Ceiling, will be included in the PA.

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

management procedures under which the project will operate. These procedures

will be detailed in a FMPD proposed by the PM and subject to the approval of the

SC.

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.

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.

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 a JP() with CPP

assignments, the PA will address the Financial and Non-financial Costs

contributions required for JPO administration and associated support services

including, but not limited to, JPO costs of travel incurred in support of project

efforts, JPO training costs, Contract award, Contract administration, office space,

16
security services, information technology services, communications services, and

supplies.

5.8. In addition to the shared costs of JPO administration and associated support

services costs described in paragraph 5.7, the cost of personnel in the JPO will be

borne as follows:

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

Participant personnel in the JPO.

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

5.8.2.1. All pay and allowances of CPP assigned to the JPO.

5.8.2.2. Transportation of CPP, CPP dependents, and their personal

property to the JPO location prior to commencement of the CPP

assignment in the JPO, and return transportation of the foregoing from the

JPO location upon completion or termination of the CPP assignment.

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

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

Participant's government.

5.8.2.4. Preparation and shipment of remains and funeral expenses in the

event of the death of CPP or CPP dependents.

5.9. For PAs with shared costs that involve the establishment of one or more

multinational offices with CPP assignments, the Participants will bear costs related

to multinational offices established under such PAs as follows.

5.9.1. The Host Participant will bear the following costs:

5.9.1.1. All pay and allowances of Host Participant personnel assigned to

the multinational office.

5.9.1.2. Multinational office costs including, but not limited to, CPP

assignment-related administrative and support services costs such as CPP

costs of travel incurred in support of Project efforts, CPP-related training

costs, Contract award, Contract administration, office space, security

services, information technology services, communications services, and

supplies.

5.9.2. The Parent Participant will bear the following costs:

5.9.2.1. All pay and allowances of CPP assigned to the multinational

office.

17
5.9.2.2. Transportation of CPP, CPP dependents, and their personal

property to the multinational office location prior to commencement of the

CPP assignment at a location specified by the Host Participant, and return

transportation of the foregoing from this location upon completion or

termination of the CPP assignment.

5.9.2.3. Compensation for loss of, or damage to, the personal property of

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

Participant's government.

5.9.2.4. Preparation and shipment of remains and funeral expenses in the

event of the death of CPP or CPP dependents.

5.10 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.

5.11 For a PA where a Participant contracts on behalf of the other Participant or on

behalf of both Participants, the PM or SC, as appropriate, 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 detailed in an FMPD. Each Participant will provide funds in

the amounts and at the times set forth in the estimated schedule for monetary

contributions, as specified in the FMPD.

5.12 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 incur contractual or other obligations 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 obligation and will pay its equitable share, as

mutually determined, of any damages and costs that may accrue from the

performance or cancellation of the Contract or other obligation, after consultation

within the SC, in advance of the time such payments, damages, or costs are due.

5.13 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 where 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.

18
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. Sources from both

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

Contracts.

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. The Contracting Officer will be the

exclusive source for providing contractual direction and instructions to Contractors

and prospective Contractors. The PM will be responsible for the coordination of

activities relating to this MOU and its PAs and 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 PM advised

of all financial arrangements with Contractors.

6.4 Upon mutual consent, consistent with Section 11 (Objectives), a Participant may

Contract for the unique national requirements of the other Participant.

6.5 For all Contracting activities performed by either Participant, the PM will, upon

request, 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.

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

Contracting Agency will negotiate to obtain the rights to use and disclose

Information required by Section IX (Disclosure and Use of Information). Each

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

require its Contractors to insert in subcontracts) suitable provisions to satisfy the

requirements of this MOU and the specific PA, including Section IX (Disclosure

and Use of Information), Section XI (Controlled Unclassified Information), Section

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

(Amendment, Termination, Entry Into Effect and Duration) including suitable

19
provisions to require compliance with the Participants' respective export control

laws and regulations. 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.

6.6 The transfer of export-controlled Information furnished by one Participant will be

authorized by the Government of the furnishing Participant only to those

Contractors of the other Participant who will limit the end use of the Information

received for the sole purpose of furthering the purposes authorized under this MOU.

The Participants will establish legal arrangements with their Contractors to require

that their Contractors do not retransfer or otherwise use export- controlled

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

the applicable PA. Such legal arrangements will also provide that the Contractor

will not retransfer the export-controlled Information to another Contractor without

the Government of the furnishing Participant's consent.

6.7 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

Project Information), 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). The Participants will immediately consult, at

the appropriate level, to assess the consequences and determine the way ahead.

6.8 The Contracting Officer will ensure that the PM is provided with sufficient

information concerning the Contract and its execution, to enable them to fulfill their

relevant responsibilities.

6.9 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 any existing arrangements between the Participants in that regard.

6.10 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 work to be performed under this MOU will be awarded based on the concept of

Best Value.

7.2 The industries of each Participant will be given equal opportunity to compete for,

and equal chance of being awarded, work for which they have the capability.

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

industrial or commercial compensation in connection with this MOU that is not in

accordance with this MOU.

21
SECTION VIII

EQUIPMENT AND MATERIAL TRANSFER

8.1 For the purpose of carrying out a PA, 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 detailed in the PA as set out in Annex A (Model PA). Equipment

and Material which cannot be identified at the time of PA signature will be

documented, when identified, in a list to be developed and maintained by the PM.

Approval for all Equipment and Material Transfers (E&MTs) will be in accordance

with national procedures.

8.2 For E&MTs 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 (E&MT Form). Approval for all E&MTs will be in accordance

with national procedures.

8.3 Equipment and Material transferred will be used by the receiving Participant for the

purposes specified in the PA or E&MT Form only. Equipment and Material will

remain the property of the providing Participant. In addition, the receiving

Participant will maintain the Equipment and Material in good order, repair, and

operable condition. Unless the providing Participant has consented that the

transferred Equipment and Material may 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, reasonable wear and tear excepted, or return the Equipment and

Material and pay the cost to restore the Equipment and Material to such condition.

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. A good faith estimate of the replacement value will be calculated at the

time of the loan. Should a loss occur, the actual replacement value will be

computed by the providing Participant pursuant to the providing Participant's

national laws, regulations, and procedures, in consultation with the receiving

Participant.

8.4 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

22
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.

8.5 The providing Participant will transfer the Equipment and Material for the approved

period, unless extended by written amendment or terminated by either Participant.

The duration of the transfer period will not exceed the effective period of the PA or

E&MT Form.

8.6 The providing Participant, at its expense, will deliver the Equipment and Material,

along with an equipment condition report and inventory, to the receiving Participant

at a mutually determined location. Responsibility for Equipment and Material will

pass from the providing Participant to the receiving Participant at time of receipt.

Any further transportation will be the responsibility of the receiving Participant.

8.7 The providing Participant will furnish the receiving Participant such Information as

is necessary to enable the Equipment and Material to be used.

8.8 Upon receipt of the equipment the receiving Participant will inspect and inventory

the Equipment and Material. 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).

8.9 Upon expiration or termination of the transfer period specified in the PA or the

E&MT Form (taking into account any extension), the receiving Participant will

return the Equipment and Material along with an equipment condition and

inventory report, at its expense, to the providing Participant at a mutually

determined location. Responsibility for the Equipment and Material will pass from

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

further transportation is the responsibility of the providing Participant.

8.10 The receiving Participant will provide 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 a

mutually determined location. Any further transportation is the responsibility of the

providing Participant.

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

Property Rights in Equipment and Material.

8.12 Each Participant waives all claims against the other Participant for damage to or

loss of jointly acquired or produced Equipment and Material arising from the

performance of official duties. However, if the Participants mutually decide to

repair damaged jointly acquired or produced Equipment and Material in order to

23
complete PA efforts, the cost of such repair will be shared in the same proportions

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

damage or loss is caused by reckless acts, reckless omission, willful misconduct or

gross negligence, the costs of any liability, including the cost of repairs, will be

borne by the responsible Participant.

8.13 Any Equipment and Material which is jointly acquired on behalf of both

Participants will be disposed of during the PA or when the PA expires or is

terminated, as approved or directed by the SC. Jointly acquired Equipment and

Material will remain the property of both the Participants in the same ratio as

Financial and Non-financial Costs are shared in the PA under which it is acquired.

Disposal of jointly acquired or produced 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 entities. The Participants will share the consideration from jointly

acquired or produced Equipment and Material transferred or sold to a Third Party or

other entity in the same ratio as costs are shared in the PA.

24
SECTION IX

DISCLOSURE AND USE OF INFORMATION

9.1 Both Participants recognize that successful collaboration depends on full and

prompt exchange of Information necessary for carrying out each TM Activity. 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

III (Objectives) and Section IV (Scope of Work) of this MOU. Subject to the rights

both Participants are accorded under this MOU, title to Foreground Information

generated by a Participant or its Contractor will reside in 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 consistent with each Participant's applicable respective export control laws and

export control regulations.

Information Exchange, Working Groups, and Familiarization Visits

9.2 The disclosure and use provisions which govern exchange of Information, WGs,

and Familiarization Visits authorized in Section II (Scope of Work), paragraphs

3.2.1, 3.2.2 and 3.2.5 are as follows in paragraphs 9.2.1, and 9.2.2:

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

Participant any relevant Information, provided that:

9.2.1.1 such Information is necessary to or useful in a TM Activity, with

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

"useful in" the TM Activity;

9.2.1.2 such Information may be made available without incurring

liability to holders of Intellectual Property Rights;

9.2.1.3 disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

9.2.1.4 any disclosure or transfer of such Information to Contractors is

consistent with the furnishing Participant's export control laws and

regulations.

9.2.2 Use: Use of Information will be for information and evaluation purposes

only. Written permission from the furnishing Participant will be required

for any other use.

25
Project Arrangements

9.3 Government Foreground Information.

9.3.1 Disclosure: Government Foreground Information generated by a

Participant's military or civilian employees will be disclosed without

charge to the other Participant.

9.3.2 Use: Each Participant may use all Government Foreground Information

without charge for Defense Purposes only. 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.

9.4 Government Background Information.

9.4.1 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:

9.4.1.1 such Government Background Information is necessary to or

useful in the TM Activity, with the furnishing Participant determining

whether it is "necessary to" or "useful in" the TM Activity;

9.4.1.2 such Government Background Information may be made available

without incurring liability to holders of Intellectual Property Rights;

9.4.1.3 disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

9.4.1.4 any disclosure or transfer of such Government Background

Information to Contractors is consistent with the furnishing Participant's

export control laws and regulations.

9.4.2 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 Intellectual Property Rights held by

other than the Participant, Government Background Information may be

used for Defense Purposes by the receiving Participant without charge

when the use of such Government Background Information is necessary

for the use of Government 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 Background Information.

26
9.5 Contractor Foreground Information.

9.5.1 Disclosure: Contractor Foreground Information generated and delivered

by Contractors, will be disclosed without charge to the other Participant.

9.5.2 Use: Each Participant may use all Contractor Foreground Information

generated and delivered by Contractors of the other Participant without

charge for Defense Purposes only. 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 the MOU.

9.6 Contractor Background Information.

9.6.1 Disclosure: Any Contractor Background Information, (including

information subject to Intellectual Property Rights) which is or has been

generated outside of a TM Activity and delivered by Contractors will be

disclosed to the other Participant provided the following provisions are

met:

9.6.1.1 such Contractor Background Information is necessary to or

useful in the TM Activity, with the furnishing Participant determining

whether it is "necessary to" or "useful in" the TM Activity;

9.6.1.2 such Contractor Background Information may be made available

without incurring liability to holders of Intellectual Property Rights;

9.6.1.3 disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

9.6.1.4 any disclosure or transfer of such Contractor Background

Information to Contractors is consistent with the furnishing Participant's

export control laws and regulations.

9.6.2 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.

9.7 Jointly Generated Foreground Information.

27
9.7.1 Disclosure: All Jointly Generated Foreground Information generated

under a TM Activity will be disclosed to both Participants promptly and

without charge.

9.7.2 Use: Each Participant generating or receiving Jointly Generated

Foreground Information may use or have used such information without

charge only for its Defense Purposes, unless mutually determined

otherwise in writing.

9.7.3 Information generated by PA WGs will be treated as Jointly Generated

Foreground Information unless mutually determined otherwise in writing.

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 forth in this MOU, unless

otherwise consented to in writing by the furnishing Participant. •

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

of Foreground Information for any purposes other than those provided for

in this MOU.

9.9 Intellectual Property Rights.

9.9.1 All unclassified Information subject to Intellectual Property Rights will be

identified and marked, and it will be handled as Controlled Unclassified

Information in accordance with Section X (Controlled Unclassified

Information).

9.9.2 All Classified Information subject to Intellectual Property Rights will be

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

9.10 Inventions and Patents.

9.10.1 Reporting of Inventions. A Participant will disclose to the other

Participant any Invention made by its respective employees or Contractors

as promptly as possible after the Invention is made. The disclosure will be

in the form of a written report listing the inventor(s) and describing the

manner and process of making and using the Invention in sufficient

technical detail as to enable any person skilled in the art to which it

pertains to make and use the Invention.

9.10.2 Title to Inventions. Each Participant will retain title to each Invention

made by its respective employees.

28
9.10.2.1 The Participant retaining title to such Inventions will grant to the

other Participant at least a royalty-free, nonexclusive, irrevocable license

to practice or have practiced worldwide for Defense Purposes by or on

behalf of the other Participant such Inventions covered by any resulting

Patents.

9.10.2.2 The Participant retaining title to such Inventions may, in its

discretion, grant rights in such Inventions covered by any resulting Patents

to the other Participant (in addition to the rights granted by 9.10.2.1), or

any other person or entity, upon such terms and conditions as it deems

appropriate.

9.10.3 Title to Joint Inventions. Title to Inventions made jointly by employees of

both Participants will be held jointly by the Participants unless otherwise

mutually determined

9.10.3.1 The Participants may grant rights in such joint Inventions to any

other person or entity, upon such terms and conditions, as the Participants

mutually determine.

9.10.4 Contractor Generated Inventions. Title to Inventions made by Contractors

will be held in accordance with the terms of the respective Contract.

Where any Contract fails to specify how title in any Patent will be held,

title will be determined in accordance with the national laws governing

Inventions by Contractors of the Participant who awarded the Contract.

9.10.4.1 Contractor Generated Inventions in Unique National Variants.

Where Inventions are made in connection with unique national variants,

paid for fully by or on behalf of only one Participant, regardless of who is

the Contracting Agency, the Contracting Agency must ensure that the

Contract grants to the Participant funding the national variant any rights as

directed by that Participant.

9.10.4.2 Contractor Generated Inventions of Participants. Where a

Contract is awarded by a Participant on its own behalf or by a Contracting

Agency on behalf of the other Participant or both Participants, the

Contract so awarded must ensure that the owner of any Invention made by

a Contractor will grant to the Participants at least a royalty-free,

nonexclusive, irrevocable license to practice or have practiced worldwide

for Defense Purposes by or on behalf of the Participants the Invention

covered by any resulting Patents.

9.10.5 Patent Applications. A Participant having the right to hold title to an

Invention may elect to file Patent applications or otherwise seek Patent

protection thereon provided it so advises the other Participant of its

intention to do so and the countries in which it intends to seek Patent

29
protection within 60 days from the date it reports the Invention to the other

Participant.

9.10.5.1 If a Participant initially elects to seek Patent protection, but later

decides not to continue seeking Patent protection, or if a Participant

decides not to share the costs of seeking Patent protection of a joint

Invention, then the other Participant may elect (but is not required) to seek

Patent protection on such Invention in those countries in which the

Participant has not elected to seek Patent protection.

9.10.5.2 If the other Participant elects to seek Patent protection in those

countries, the Participant initially having the right to seek Patent

protection on the Invention decides to consent to such filing by the other

Participant and the Participants will equitably share, as mutually

determined by the Participants, any royalties from the licensing of any

resulting Patents taking into consideration the expenses incurred by each

Participant in securing Patent protection.

9.10.5.3 A Participant will not file or Cause to be filed any Patent

application outside the United States of America and Australia, or publish

or cause to be published any such application or Patent thereon anywhere,

without the other Participant's prior written consent where the application

contains either:

9.10.5.3.1 the other Participant's Background Information, or

9.10.5.3.2 Jointly Generated Foreground Information.

9.10.5.4 Patent applications on Inventions which contain Classified

Information will be protected and safeguarded in accordance with the

requirements contained in Section XII (Security).

9.10.6 Patent Prosecution.

9.10.6.1 The expenses attendant to seeking Patent protection as specified

above will be borne by the Participant seeking Patent protection. Where

both Participants jointly seek Patent protection, the expenses attendant to

seeking the Patent protection will be shared equally between the

Participants, unless mutually determined otherwise.

9.10.6.2 Each Participant will provide the other Participant with copies of

Patent applications it files in Patent offices, along with a power to inspect

and make copies of all documents retained in the files of the applicable

Patent office that are available for inspection and copying by a Participant

seeking Patent protection.

30
9.10.6.3 A Participant seeking Patent protection will have the right to

control the Patent prosecution where it is solely funding the expenses

attendant to seeking the Patent protection. Where both Participants are

seeking Patent protection, they will jointly control the Patent prosecution

if each is funding a portion of the expenses attendant to seeking the Patent

protection. The Participants will cooperate with each other in seeking

Patent protection.

9.10.7 Maintenance Fees. The fees payable to a Patent office in order to maintain

the Patent on an Invention will be paid by the Participant having title to

the Patent or will be shared equally if title is held jointly by both

Participants. If one Participant decides not to pay the required

maintenance fees, it will immediately notify the other Participant, who

may pay the maintenance fees if it desires to maintain the enforcement of

the Patent. In this case, the Participant who has decided not to pay the

maintenance fees will assign its rights to the other Participant.

9.10.8 Infringement. Each Participant will notify the other Participant of any

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

work performed under any PA of this MOU. Insofar as possible, the other

Participant will provide information available to it 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. Unless the Participants otherwise mutually determine in writing,

the costs of resolving Patent infringement claims will be handled as

follows. The Participants will share in the costs of resolving Patent

infringement claims in the same percentage as they share the full Financial

and Non Financial Costs of the applicable PA. If the infringement claim

does not arise under a PA, then the Participants will share in the costs of

resolving Patent infringement claims equally. 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 a PA of any invention covered by a Patent issued by their respective

countries.

31
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 and any of its PAs will be controlled as follows:

10.1.1 Such information will be used only for the purposes authorized for use of

Information as specified in Section IX (Disclosure and Use of

Information).

10.1.2 Access to such information will be limited to personnel whose access is

necessary for the permitted use under subparagraph 10.1.1.1 and will be

subject to the provisions of Section XIII (Third Party Sales and Transfers).

10.1.3 Each Participant will take all 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, 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 provisions, 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. The

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

the Controlled Unclassified Information. Controlled Unclassified Information

markings will be identified in a MOU implementing security instruction specifically

for WG and E&MT. For PAs, Controlled Unclassified Information markings will

be defined 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.

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.

32
SECTION XI

VISITS TO ESTABLISHMENTS 

11.1 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 any necessary

and appropriate security clearances and a need-to-know.

11.2 All visiting personnel will be required to comply with 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.

11.3 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 TM Activity.

11.4 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.

33
SECTION XII

SECURITY

12.1 All Classified Information provided or generated pursuant to this MOU will be

stored, handled, transmitted, and safeguarded in accordance with the Agreement

between the Government of Australia and the Government of the United States of

America concerning Security Measures for the Protection of Classified Information

which entered into force on 7 November 2002.

12.2 Classified Information will be transferred only through official government-togovernment channels or through channels approved by the Designated Security

Authorities (DSAs) of the Participants. Such information will bear the level of

classification, denote the country of origin, the conditions of release, and the fact

that the information relates to this MOU and the applicable TM Activity.

12.3 Each Participant will take all 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 13.8, unless the other Participant

consents to such disclosure. Accordingly, each Participant will ensure that:

12.3.1 The recipient will not release the Classified Information to any

government, national, organization, or any other entity of a Third Party

without the prior written consent of the originating Participant in

accordance with the procedures detailed in Section XIII (Third Party Sales

and Transfers).

12.3.2 The recipient will not use the Classified Information for other than the

purposes provided for in this MOU.

12.3.3 The recipient will comply with any distribution and access restrictions on

Classified Information that is provided under this MOU.

12.3.4 The recipient will not downgrade the national security classification

assigned by the furnishing Participant without the prior written consent of

the furnishing Participant.

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

grounds for suspecting that Classified Information provided or generated pursuant

to this MOU has been lost or disclosed to unauthorized persons. Each Participant

also will promptly and fully inform the other Participant of the details of any such

occurrences, of the final results of the investigation, and of the corrective action

taken to preclude recurrences.

34
12.5 The PM will prepare a PSI and a CG for a PA. The PSI and the CG will describe

the methods by which Information will be classified, marked, used, transmitted, and

safeguarded. The PSI and CG will be developed by the PM within three months

after the PA comes into effect. They will be reviewed and forwarded to the

Participants' DSA for approval and will be applicable to all government and

Contractor personnel participating in the project. The CG will be subject to regular

review and revision with the aim of downgrading and classification whenever this is

appropriate. The PSI and the CG will be approved bythe appropriate DSA prior to

the transfer of any Classified Information or Controlled Unclassified Information.

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

this MOU 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, the DSA 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 under each Participant's

National Industrial Security Program.

12.6.2 Grant a security clearance to the facility (ies).

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

Classified Information.

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.

12.6.6 Ensure that access to the Classified Information is limited to those persons

who have a need-to-know for the purposes of the MOU and any TM

Activities.

12.7 Contractors, prospective Contractors, subcontractors, or prospective subcontractors

which are determined by 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

35
preclude access by nationals or other entities of a Third Party, the other Participant

will be consulted for approval prior to permitting such access.

12.8 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 TM Activity. These

officials will be responsible for limiting access to Classified Information involved

in this MOU and any TM Activity to those persons who have been properly

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

12.9 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 TM

Activity.

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

as 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.

36
SECTION XIII

THIRD PARTY SALES AND TRANSFERS 

13.1 Except to the extent permitted in paragraph 13.2, 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 either that Participant or that Participant's

Contractors in the performance of that Participant's work allocation under

Section II (Scope of Work);

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 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, the matter will be brought to the

immediate attention of the SC. 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 Foreground Information) to a Third Party.

13.4 The Participants 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

or information. The providing Participant's Government will be solely responsible

37
for authorizing such transfers and, as applicable, specifying the method and

provisions for implementing such transfers.

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

acquired or produced Equipment and Material, or any item produced either wholly

or in part from Foreground Information will be subject to foreign policy, national

security considerations, and national laws, regulations and policies. 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 their willingness to sell or transfer

such equipment or information to the same Third Party.

38
SECTION XIV

LIABILITY AND CLAIMS 

14.1 Claims arising under this MOU will be dealt with in accordance with paragraph 1

of the Chapeau Agreement.

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 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 a PA.

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 PA. The contracting Participant will not indemnify

Contractors against third party liability claims, unless otherwise mutually

determined in a PA.

39
SECTION XV

PARTICIPATION OF ADDITIONAL NATIONS

15.1 The Participants recognize that other nations may wish to join this MOU.

15.2 Mutual consent of the Participants will be required to conduct discussions with

potential additional participants. The Participants will discuss the arrangements

under which another participant might join, including the furnishing of releasable

Information for evaluation prior to joining. If the disclosure of Information is

necessary to conduct discussions, such disclosure will be in accordance with

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

Unclassified Information), and Section XIII (Third Party Sales and Transfers).

15.3 The addition of new participants may require amendment to this MOU or the

establishment of a new MOU.

40
SECTION XVI

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 

16.1 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 duties, 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.

16.2 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 duties, taxes, or similar

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

costs as a cost to that Participant over and above that Participant's financial

contribution under this MOU.

41
SECTION XVII

SETTLEMENT OF DISPUTES 

Disputes between the Participants arising under or relating to this MOU or any of its PAs

will be resolved only by consultation between the Participants and will not be referred to

a national court, to an international tribunal, or to any other person or entity for

settlement.

42
SECTION XVIII

AMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION

18.1 All activities of the Participants under this MOU will be carried out in accordance

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

control laws and regulations. The obligations of the Participants will be subject to

the availability of funds for such purposes.

18.2 In the event of a conflict between a Section of this MOU and any Annex to this

MOU or subsequently established PAs or arrangements under this MOU, the MOU

will take precedence.

18.3 This MOU, or PAs to this MOU, may be amended by the mutual written consent of

the Participants.

18.4 This MOU, or any PA to this MOU, may be terminated at any time upon the mutual

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

terminate this MOU, or any PA to this MOU, the Participants will consult prior to

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

provisions. Termination of this MOU will result in the termination of all PAs to

this MOU.

18.5 Either Participant may terminate this MOU, or any PA to this MOU, upon 180 days

written notification of its intent to terminate to the other Participant. Such notice

will be the subject of immediate consultation by the SC to decide upon the

appropriate course of action to conclude the activities under this MOU or any PA.

In the event of such termination, the following rules apply:

18.5.1 The Participants will continue participation, financial or otherwise, up to

the effective date of termination.

18.5.2 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

or termination costs that would not otherwise have been incurred but for

the decision to terminate; in no event, however, will a terminating

Participant's total financial contribution, including Contract termination

costs, exceed that Participant's Total Cost Ceiling for financial

contributions as established in Section V (Financial Provisions).

18.5.3 All Information and rights therein received under the provisions of this

MOU or any PA prior to the termination, will be retained by the

Participants, subject to the provisions of this MOU.

43
18.6 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 XVII (Disputes), and this Section XVIII (Amendments,

Termination, Entry into Effect, and Duration) will continue to apply

notwithstanding termination or expiration of this MOU or any of its PAs.

18.7 This MOU, which consists of eighteen (18) Sections and three (3) 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. It may be extended by the

written mutual determination of the Participants.

The foregoing represents the understandings 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.

DONE, in du e, in the English language.

FOR DEP TMENT OF FOR THE DEPARTMENT OF

DEF THE UNITED STATES DEFENCE OF AUSTRALIA:

Signature

Shireane McKi nnie

Craig D. Hunter

Name Name

Deputy Assistant Secretary of the Army

for Defense Exports and Cooperation

Title

t's\

Title

• , c

Date Date

it=> 4-e" ". 4c- 2

M

C---a'--1 5 C---e--.01A k

Location Location

(-.

44
ANNEX A

MODEL PROJECT ARRANGEMENT (PA)

TM PA NUMBER — (TM-WO(*)

UNDER THE

U.S. DOD -- ADOD

TACTICAL MISSILE DESIGN, DEVELOPMENT, TEST AND EVALUATION

MEMORANDUM OF UNDERSTANDING (MOU)

DATED

CONCERNING

(FULL DESIGNATION OF THE PROJECT)

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

45
TABLE OF CONTENTS

INTRODUCTION

SECTION I

DEFINITIONS

SECTION II

OBJECTIVES

SECTION III

SCOPE OF WORK

SECTION IV

SHARING OF TASKS

SECTION V

BREAKDOWN AND SCHEDULE OF TASKS

SECTION VI

MANAGEMENT

SECTION VII

FINANCIAL PROVISIONS

SECTION VIII

SPECIAL DISCLOSURE AND USE OF INFORMATION

SECTION IX

CLASSIFICATION

SECTION X

PRINCIPAL ORGANIZATIONS INVOLVED

SECTION XI

EQUIPMENT AND MATERIAL TRANSFERS

SECTION XII

SPECIAL PROVISIONS

SECTION XIII

ENTRY INTO EFFECT, DURATION, AND TERMINATION

APPENDIX 1

COOPERATIVE PROJECT PERSONNEL

APPENDIX 2

EQUIPMENT AND MATERIAL TRANSFERS

(At a minimum, a PA should include the above sections. If additional topics need to be

addressed, sections, annexes, or special provisions should be included as necessary and

appropriate.)

46
INTRODUCTION

This Tactical Missiles (TM) Project Arrangement (PA) is entered into pursuant to the

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

and the Department of Defence of Australia (ADOD) concerning Collaboration on

Tactical Missile Design, Development, Test and Evaluation, which came into effect on

(date).

SECTION I

DEFINITIONS 

(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

47
SECTION IV

SHARING OF TASKS 

The sharing of tasks will be as follows:

a. The U.S. DoD will

b. The ADOD will

c. U.S. DoD and ADOD will jointly

SECTION V

BREAKDOWN AND SCHEDULE OF TASKS 

(OPTIONAL)

(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 DD/MMM/YYYY DD/MMM/YYYY

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

Phase 2 Start End

Description of Phase 2 DD/MMM/YYYY DD/MMM/YYYY

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

Phase 3

Start End

Description of Phase 3 DD/IVIMM/YYYY DD/MIVIM/YYYY

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

(Add as many phases as necessary.)

The final report must be transmitted to the SC six months before the termination date for

this PA.

48
SECTION VI

MANAGEMENT

1. Project Manager:

PM Title/Position

Organization

Address

DPM Title/Position

Organization

Address

2. Project Offices will be established in (Name of U.S. location)

and in (Name of AS location). (The management structure

and names, position, organization and address of key personnel)

3. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under

Section IV (Management) of the MOU.)

SECTION VII

FINANCIAL PROVISIONS 

The Cost Ceiling for the performance of the tasks under this PA is U.S. $

Cooperative efforts of the Participants over and above the mutually determined tasks set

forth in the SCOPE OF WORK and SHARING OF TASKS and FINANCIAL

PROVISIONS Sections will be subject to amendment to this PA or signature of a new

PA.

49
(If a PA will involve the assignment of CPP, the PA will include a provision

that refers to paragraphs 5.6 — 5.9 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.)

(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 nonfinancial 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:

The ADOD tasks will not cost more than:

U.S. $ or AS Dollars.

U.S. $ or AS Dollars.

Or:

(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.)

Year 1 Year 2 Year 3 Year 4 Year 5 Total

U.S. DoD

ADOD

(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

contributions and identify the amount offunds to be transferred between the

Participants, as well as the rate of currency exchange.)

(The Financial Management Procedures Document (FMPD) should be developed by

the PMs and submitted to the SC (if appropriate) for approval. The FMPD should

include, as a minimum, schedule, handling, funding levels by year, and auditing

procedures for monetary contributions anticipated for this PA.)

50
SECTION VIII

SPECIAL DISCLOSURE AND USE OF INFORMATION PROVISIONS 

(OPTIONAL) 

(Insert any special disclosure and use of information provisions unique to the PA.)

SECTION IX

CLASSIFICATION

(Only one of the three following possibilities must 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; or

c. The highest level of Classified Information exchanged under this PA is

SECRET.

The existence of this PA is [Insert classification] and its contents are [Insert

classification].

SECTION X

PRINCIPAL ORGANIZATIONS INVOLVED

(List the organizations and facilities of the Participants.)

SECTION XI

EQUIPMENT AND MATERIAL TRANSFERS 

Providing

Participant

Receiving

Participant

QTY Description Part/

Stock

#

Consumables/

NonConsumables

Return

Date

Estimated

Replacement

Value*

51
* Estimated Replacement Value is a good faith estimate of the replacement value at the

time of the loan. Should a loss occur, the actual replacement value will be determined by

the providing Participant in consultation with the receiving Participant.

(NOTES:

1. In the event that the cooperative efforts 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 proceeding

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 PM 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 

(Identify any procedures, specifications, or other necessary attributes of the project not

delineated in other Sections).

Articles and services provided under this PA will be in accordance with the Participants'

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

and regulations, as well as with Section XII (Security) and Section XIII (Third Party

Sales and Transfers) of the MOU.

52
SECTION XIII

ENTRY INTO EFFECT, DURATION AND TERMINATION

This Tactical Missiles PA, a project under the

MOU between the Department of Defense of the United States of America and the

Australian Department of Defence concerning Collaboration on Tactical Missile

Design, Development, Test and Evaluation, will come into effect on the date of last

signature by 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

53
ANNEX B

COOPERATIVE PROJECT PERSONNEL (CPP)

ASSIGNMENT OF TACTICAL MISSILE COOPERATIVE PROJECT

PERSONNEL

1.0 Purpose and Scope.

1.1 This Annex to the TM MOU establishes the provisions that will govern the

conduct of the U.S. DoD or ADOD Cooperative Project Personnel (CPP).

During the term of the MOU, each Participant will be permitted to assign

military members or civilian employees to a Joint Project Office (JPO) or

other office or facility established under a PA. CPP will be able to perform

all responsibilities for the positions assigned to them under a PA.

Commencement of assignments will be subject to any requirements that

may be imposed by the other Participant(s) or its Government regarding

acceptance of CPP, such as, but not limited to, visas and visit request

documentation. The Participants will determine the length of tour for the

positions at the time of initial assignment.

1.2 CPP will be assigned to a JPO or other office or facility for project work

(including work at Participant Contractor facilities) and will report to their

designated supervisor within those organizations regarding that work. The

PM will be responsible for the creation of a document describing the duties

of each CPP position (Annex B-1), and submit to the SC for approval. CPP

will not act in any other capacity on behalf of their Parent Participant or

parent organization (such as liaison officers).

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 Participants 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 PA and the corresponding provisions of this

Annex and the MOU, and will be kept to the minimum required to

accomplish the work assignments.

54
2.2 The Parent Participant will file visit requests for the CPP through prescribed

channels in compliance with the Host Participant's procedures. The

Participants will cause security assurances to be filed, through their

respective embassies, specifying the security clearances for the CPP being

assigned. The security assurances will be prepared and forwarded through

prescribed channels in compliance with established procedures.

2.3 The Participants will use their best efforts to ensure that personnel from all

Participants that are assigned to a JPO or other office or facility are made

aware of, and comply with, applicable laws and regulations, as well as the

requirements of Section IX (Disclosure and Use of Project Information),

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

of the MOU, and the corresponding provisions of this Annex, and the PSI

and CG. Prior to commencing assigned duties, CPP will, if required by the

Host Participant'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

laws, regulations, and procedures of the Host Participant, as briefed in

accordance with paragraph 3.2 of this Annex. Any violation of security or

export procedures by CPP during their assignment will be reported to the

Parent Participant for appropriate action. CPP committing willful violations

of security or export laws, regulations, or procedures during their

assignments will be withdrawn from the project 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 of the provisions and safeguards provided for in a PA, this

Annex, the MOU, the PSI and CG.

2.6 CPP will not have personal custody of Classified Information or Controlled

Unclassified Information, unless approved by the JPO or Host Participant

and as authorized by the Parent Participant. They will be granted access to

such information in accordance with the provisions of the PSI during normal

duty hours when access is necessary to perform project work. They may not

have unsupervised access to classified libraries or operating centers, or to

document catalogues, unless the information therein is releasable to the

public.

2.7 CPP will not serve as a conduit between the Host Participant and the Parent

Participant for requests for and/or transmissions of Classified Information or

Controlled Unclassified Information unless specifically authorized by the

PSI.

3.0 Administrative Matters.

55
3.1 Consistent with Host Participant's laws and regulations, and subject to

applicable multilateral and bilateral treaties, agreements and 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 the Host Participant's laws

and regulations, and applicable multilateral and bilateral treaties, agreements

and arrangements, CPP and their authorized dependents will be accorded:

3.1.1 Exemption from any Host Participant tax upon income received from

their parent organization or government.

3.1.2 Exemption from any Host Participant 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 Upon or shortly after arrival, CPP will be informed by the Host Participant

duty station about applicable laws, orders, regulations, and customs and the

need to comply with them. CPP will also be provided briefings arranged by

Host Participant duty station regarding applicable entitlements, privileges,

and obligations such as:

3.2.1 Any medical or dental care that may be provided to CPP and their

dependents at the Host Participant's medical facilities, subject to

applicable laws and regulations, including reimbursement when

required by such laws and regulations, and any bilateral or

multilateral agreements or arrangements.

3.2.2 Purchasing and patronage privileges at military commissaries,

exchanges, theaters, and clubs for CPP and their dependents, subject

to applicable laws and regulations, and any bilateral or multilateral

agreements or arrangements.

3.2.3 Responsibility of CPP and those dependents accompanying them to

obtain motor vehicle liability insurance coverage in accordance with

laws and regulations applicable in the area where they are residing.

In case of claims involving the use of private motor vehicles by CPP

and their dependents, the recourse will be against such insurance.

3.3 The PM will establish standard operating procedures for CPP in the

following areas:

3.3.1 Working hours, including holiday schedules.

56
3.3.2 Leave authorization, consistent to the extent possible with the

military or civilian personnel regulations and practices of the

Participants.

3.3.3 Dress regulations, consistent to the extent possible with the military

or civilian personnel regulations and practices of the Participants.

3.3.4 Performance evaluations, recognizing that such evaluations must be

rendered in accordance with the providing Participant's military or

civilian personnel regulations and practices.

3.4 CPP committing an offense under the laws of the government of either the

Parent or Host Participant may be withdrawn from the project 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 from the Parent Participant, nor will CPP from the

Parent Participant exercise disciplinary authority over Host Participant

personnel. In accordance with the Host Participant's laws, regulations, and

procedures, the Host participant will assist the Parent Participant in carrying

out investigations of offenses involving CPP.

57
ANNEX B-1

COOPERATIVE PROJECT POSITION DESCRIPTION

1. Position:

a. Title: Cooperative Project Personnel

2. Position Location:

3. Qualifications/Skills Required for Position: (Insert appropriate data, e.g. Accredited

degree in a scientific or aviation related subject, Aviation staff and/or operational

experience in rotary-wing aircraft. Military specialty similar to U.S. Aviation Product

Manager and/or acquisition engineering experience. Previous experience in tactical

helicopter operations.) The CPP will perform the following tasks and responsibilities as

mutually determined by the Program Manager (PM) and the Deputy Program Manager

(DPM).

4. General Categories of Information to which access will be required: Insert

appropriate categories, e.g. Provided oral and visual access to information required to

perform the duties outlined in this position description.

5. Description of Specific Duties:

a. The CPP Officer will be primarily responsible for (Insert responsibilities, e.g.

coordinating the administration and oversight of the TM MOU). CPP will require

information access to (Insert specific information access requirements, e.g. research,

development and engineering programs involving the MLRS).

b. Identify specific duties.

c. The CPP requires access to computer word processing systems for preparing

reports.

d. Identify anticipated travel requirements and locations.

e. The CPP will attend technical meetings and symposiums as required in

performance of assigned duties.

f. Identify reporting requirements (e.g., Provide a monthly summary of the

US/AS MLRS programs that are undertaken as separate PA's under the MOU) and any

detail requirement (e.g., This report is to cover upgrade plans and program execution,

associated technology programs in the U.S. DoD, ADOD and industry, and in-service

support and engineering issues. It should also include forecasts of forthcoming trials,

tests and program reviews.)

58
i. Attend AS and U.S. Project Reviews and provide a summary report of PA

activities at that venue as required.

j. In support of the PA advise the PM on respective national procurement and

fielding policy, support and logistics doctrine and organization.

k. Provide administrative support and coordination for Steering Committee and

other project meetings. In particular to:

each meeting.

meeting.

(1) Request inputs from PA Working Groups at least 2 weeks prior to

(2) Provide written briefs to PM and DPM at least 1 week prior to each

(3) Provide draft minutes for each meeting within 10 days.

(4) Provide written briefs on PA activity to PM and DPM every 6 weeks.

(5) Coordinate with key players in all PAs so as to ensure timely progress.

(6) Act as focus for routing requests for information from both sides

regarding PAs.

(7) Attend PA meetings and provide administrative support where

necessary.

(8) Brief progress on PAs to PM and DPM as directed above.

59
ANNEX C

MODEL EQUIPMENT AND MATERIAL TRANSFER (E&MT) FORM

E&MT NUMBER (EMT-30000)

UNDER THE U.S. DoD — ADOD

TACTICAL MISSILES

DESIGN, DEVELOPMENT, 'PEST AND EVALUATION

MEMORANDUM OF UNDERSTANDING (MOU)

BETWEEN

(Insert titles of the Organizations participating in the transfer.)

*The U.S. DoD will assign the EMT number.

60
INTRODUCTION

This Equipment and Material Transfer (E&MT) is entered into pursuant to the

Memorandum of Understanding (MOU) between the Department of Defense of the

United States of America and the Department of Defence of Australia concerning

Tactical Missiles (TM) Design, Development, Test and Evaluation, which came into

effect on (Insert effective date of the TM MOU). This E&MT Form is being executed

by authorized representatives of the providing and receiving Participants pursuant to

Section WI (Equipment and Material Transfers) of the TM 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

#

Consumables/

NonConsumables

Return

Date

Estimated

Replacement

Value *

(Fill in as appropriate)

* Estimated Replacement Value is a good faith estimate of the replacement value at the

time of the loan. Should a loss occur, the actual replacement value will be determined by

the providing Participant in consultation with the receiving Participant.

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

None of the Equipment and Material identified in paragraph 1.1 is intended to be

consumed or expended during the course of the TM Activities described in paragraph

2.1.1.

Alternative B —Use when return of Equipment and Material is not planned due to its

consumption during the activity.

The Equipment and Material (specify as appropriate by highlighting in paragraph 1.1)

described in paragraph 1.1 is intended to be consumed or expended during the course of

the TM Activities described in paragraph 2.1.1.

61
SECTION II

PURPOSE 

2.1 The purpose of this E&MT is to support the following TM Activities.

2.1.1 (Fill in as appropriate)

SECTION III

MANAGEMENT AND RESPONSIBILITIES 

3.1 Each Participant will establish a point of contact that will be responsible for

implementing this E&MT.

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&MT.

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 unless extended by mutual written

consent.

3.2.2 Equipment and Material Delivery — The providing Participant will deliver

the Equipment and Material (specify arrangements). 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 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 TM Activities described in paragraph 2.1.1 in

accordance with Section X (Disclosure and Use of Information) of the

MOU.

62
3.3 Responsibilities of the Receiving Participant

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 paragraph 3.3.2.

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 specified in paragraph 6.4 (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). 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 it 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 during the course of the TM Activities described in paragraph 2.1.1. 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 6.4,

the receiving Participant will return the Equipment and Material to the

providing Participant (specify arrangements). 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 TM E&MT Form provides only for transfer of Equipment and Material

associated with the TM Activities described in paragraph 2.1.1. Signature of this

TM E&MT Form does not imply any commitment by a Participant to participate in

any activities beyond the E&MT described herein.

63
SECTION IV

SPECIAL PROVISIONS (OPTIONAL)

4.1 (Insert any special provisions as required.)

SECTION V

CLASSIFICATION 

5.1 (Insert only one of the two following paragraphs; note that one of these two

options must be selected)

No classified Equipment and Material will be transferred under this TM E&MT

Form.

or

The highest level of classified Equipment and Material under this TM E&MT Form

is (insert level of classification).

SECTION VI

MODIFICATION, TERMINATION, AND TRANSFER PERIOD 

6.1 The provisions of this E&MT Form may be modified or extended by written mutual

consent of authorized representatives of the Participants in accordance with Section

IX (Equipment and Material Transfers) of the MOU.

6.2 The Equipment and Material Transfer described in this TM E&MT Form 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.

6.2.3 Unilaterally by the providing Participant at any time.

6.3 Responsibilities regarding security and protection against unauthorized use,

disclosure, or transfer that accrued prior to termination or expiration of the transfer

64
period will continue to apply without limit of time in accordance with Section XIX

(Amendment, Termination, Entry Into Effect, and Duration) of the TM 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 FOR THE DEPARTMENT OF

DEFENSE OF THE UNITED DEFENCE OF AUSTRALIA

STATES OF AMERICA

Signature Signature

Name Name

Title Title

Date Date

Location Location

65