TREATIES AND OTHER INTERNATIONAL ACTS SERIES 04-1215 

________________________________________________________________________ 

DEFENSE 

Cooperation 

 Memorandum of Understanding 

Between the 

UNITED STATES OF AMERICA 

and the UNITED KINGDOM OF GREAT BRITAIN 

AND NORTHERN IRELAND 

Signed at St. Louis December 15, 2004 

with 

Annexes 

 and 

Agreement Amending the 

Memorandum of Understanding 

Signed at St. Louis and London 

September 8 and November 19, 2008 
 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.” 
 UNITED KINGDOM OF GREAT BRITAIN 

 AND NORTHERN IRELAND 

 Defense: Cooperation 

 Memorandum of understanding signed at 

 St. Louis December 15, 2004; 

 Entered into force December 15, 2004. 

 With annexes. 

 And agreement amending the 

 memorandum of understanding. 

 Signed at St. Louis and London 

 September 8 and November 19, 2008; 

 Entered into force November 19, 2008. 
Land B. ittles7ace Systems MOU

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE SECRETARY OF DEFENSE

ON BEHALF OF THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND THE

SECRETARY OF STATE FOR DEFENCE OF THE

UNITED KINGDOM OF GREAT BRITAIN

AND NORTHERN IRELAND

CONCERNING COLLABORATION ON

LAND BATTLESPACE SYSTEMS

(Short Title: Land Battlespace MOU)

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Land Battlespace Systems MOU

TABLE OF CONTENTS

Section I Introduction 4

Section II Definitions and Acronyms 6

Section III Objectives 13

Section IV Scope of Work 14

Section V Management (Organization and Responsibilities) 17

Section VI Financial Provisions 20

Section VII Contracting Provisions 24

Section VIII Work Sharing 26

Section IX Equipment and Materiel Transfers 27

Section X Disclosure and Use of Project Information 30

Section XI Controlled Unclassified Information 36

Section XII Visits to Establishments 37

Section XIII Security 38

Section XIV Third Party Sales and Transfers 41

Section XV Liability and Claims 42

Section XVI Participation of Additional Nations 43

Section XVII Customs Duties, Taxes and Similar Charges 44

Section XVIII Settlement of Disputes 45

Section XIX General Provisions 46

Section XX Entry into Effect, Duration, Amendment and 47

Termination

Annex A Model Project Arrangement 49

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Annex B Cooperative Project Personnel (CPP) 59

Annex B-1 Model Cooperative Project Position Description 63

Annex C Model Equipment and Materiel Transfer Form 65

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Land Battlespace Systems MOU

SECTION I

INTRODUCTION

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

State for Defence of the United Kingdom of Great Britain and Northern Ireland (UK

MoD), hereinafter referred to as the "Participants":

Recognizing that the Agreement Concerning Defense Cooperation Arrangements

of 27 May 1993 between the Government of the United States of America and the

Government of the United Kingdom of Great Britain and Northern Ireland applies

to this MOU;

Recognizing that the Memorandum of Understanding between the Government of

the United States of America and the Government of the United Kingdom of Great

Britain and Northern Ireland Relating to Principles Governing Cooperation in

Research and Development, Production, Procurement and Logistic Support of

Defence Equipment dated 13 December 1994 or any successor thereto applies to

this MOU;

Recognizing the exchange of letters between the Prime Minister of the United

Kingdom and the President of the United States of America dated 17 July 2003

aimed at increasing defence and security co-operation and removing barriers to

information exchange;

Recognizing the applicability to this MOU of the Agreement between the Parties to

the North Atlantic Treaty regarding Status of their Forces, signed in London, UK

on 19 June 1951;

Having a common interest in defense; and

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

interoperability of military equipments;

Desiring to improve their mutual conventional defense capabilities through the

application of emerging technology;

Having a mutual interest in the design, analysis, development, production, and

deployment, and support of Land Battlespace Systems (LBS) to satisfy national

operational requirements; and

Having independently conducted research on and exploratory development of the

applications of various technologies, recognize the benefits of cooperation in LBS

projects of mutual interest;

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Land Battlespace Systems MOU

Desiring to co-operate and collaborate in the analysis, design, development, production,

support and disposal of interoperable LBS and LBS components;

Have reached the following understandings:

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Land Battlespace Systems MOU

SECTION II

DEFINITIONS AND ACRONYMS

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

in this MOU:

ACTD Advanced Concept Technology Demonstration.

CADMID Sequence for UK acquisition programs: Concept,

Assessment, Demonstration, Manufacturing, In

Service, Disposal.

Classified Official Information that requires protection in the

Information interests of national security and is so designated by the

application of a security classification marking

(equivalent to the term "Protective Marking" in the

UK). This information may be in oral, visual, magnetic

or documentary form or in the form of equipment or

technology.

Computer Database A collection of data recorded in a form capable of

being processed by a computer. This definition does

not include Computer Software.

Computer Program A set of instructions, rules, or routines recorded in a

form that is capable of causing a computer to perform

a specific operation or series of operations.

Computer Software Computer Programs, source code, source code listings,

design details, algorithms, processes, flow charts,

formulae, and related materials that would enable the

software to be reproduced, recreated, or recompiled.

Computer Software does not include Computer

Databases or Computer Software Documentation.

Computer Software

Documentation

Contract

Owner's manuals, user's manuals, installation

instructions, operating instruction, and other similar

items, regardless of storage medium, that explain the

capabilities of the Computer Software or provide

instructions for using the Computer Software.

Any mutually binding legal relationship under national

laws that obligates a Contractor to furnish supplies or

services for any activity under this MOU, and

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Land Battlespace Systems MOU

obligates one or both of the Participants to pay for

them.

Contracting

Contracting Agency

Contracting Officer

Contractor

Contractor Support

Personnel

The obtaining of supplies or services by Contract from

sources outside the government organizations of the

Participants. Contracting includes describing (but not

deciding) 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 organizations of a

Participant which has authority to enter into,

administer, or terminate Contracts.

A person representing a Contracting Agency of a

Participant who has the authority to enter into,

administer, or terminate Contracts.

Any entity awarded a Contract by a Participant's

Contracting Agency.

Persons specifically identified in support contracts who

provide administrative, managerial, scientific, or

technical support services to a Participant under a

Contract with that Participant that prohibits the persons

from using information received under that contract for

any other purpose than those required under the

contract.

Controlled Unclassified information to which access or

Unclassified distribution limitations have been applied in

Information accordance with applicable national laws or

regulations. Whether the information is provided or

generated under this MOU, the information will be

marked to identify its "in confidence" nature. U.S.

export-controlled technical data will be marked as

"International Traffic in Arms Regulations (ITAR)-

Controlled". U.K. export-controlled technical data will

be marked as "Export Control Act Controlled". It

could include information which has been declassified

but remains controlled.

Cooperative Project Military members or civilian employees of a

Personnel (CPP) Participant assigned to the Project who perform

managerial, engineering, technical, administrative,

Contracting, logistics, financial, planning, or other

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Cost Ceiling

Cost Target

E&MT

Financial Costs

Host Participant

Initial Operational

Capability (IOC)

functions in furtherance of the Project.

The maximum amount of financial costs to which the

Cost Target for a Project Arrangement (PA) may move

without the prior written approval of the Participants.

The accepted planning figure of the financial cost for a

PA.

The Defence Procurement Agency of the UK MoD.

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

for the armed forces of the Participants.

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 Land Battlespace

Systems Activity.

Equipment and Material Transfer.

PA expenditure met with monetary contributions.

The Participant whose nation serves as the location of a

Joint Project Office (JPO), also where Cooperative

Project Personnel are assigned for duty pursuant to the

Land Battlespace System (LBS) MOU.

The Initial Operational Capability (IOC) is the first

attainment of the ability to employ a weapon, item of

equipment, or system, in a way that contributes to the

operational capability of the organization concerned;

the equipment being manned or operated by a unit or

force which is adequately trained, equipped and

supported for employment of the equipment in

sufficient parts of its operational role to contribute to

operational capability. At IOC date or declaration, only

a minimal or initial level of operational capability may

be presented. Subsequently, other operating modes will

be progressively cleared for use, and further operating

Units trained and deployed. The full operational

capability (FOC) of the equipment will then be

achieved at a later date.

DPA

Defense Purposes

Designated Security

Authority (DSA)

Equipment and

Material

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Information

Joint Project Office

(JPO)

Land Battlespace

Land Battlespace

System (LBS)

Land Battlespace

System (LBS)

Activity

Non-financial Costs

Participant

Any information, regardless of form or type, including,

but not limited to, that of a scientific, technical,

business, or financial nature, and also including

photographs, reports, manuals, threat data,

experimental data, test data, computer software,

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 copyright, Patent, or other legal

protection.

A project management office composed of

representatives from each Participant established, as

required, to manage a Project under a PA. Costs

associated with the staffing of these offices are borne

by each country as defined in a PA.

The land-air and littoral environment in which ground

maneuver forces operate.

Military hardware (and supporting software) at system,

sub-system or component level, that functions within

the Land Battlespace. LBS will fulfill a range of

combat, combat support and combat service support

roles across the full conflict spectrum, and will be

optimized to exploit the network. It includes, inter alia,

the ability to project, protect and sustain ground

manoeuvre force elements, establish and maintain

network-based information dominance, create superior

operational tempo, shape the battlespace, and conduct

decisive operations.

Any authorized activity in support of the Scope

(Section III) under this MOU.

PA resources expended or met with non-monetary

contributions.

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.

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Parent Participant

Patent

Project

Project Arrangement

(PA)

Project Invention

The Participant that sends its CPP to a Project office or

JPO located in the nation of the other Participant.

Legal protection of the right to exclude others from

making, using, keeping, importing 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.

Any collaborative effort undertaken in accordance with

this MOU.

An implementing arrangement, added after this MOU

has entered into effect, which specifically details the

arrangement for collaboration on a LBS project

between the Participants.

In relation to any PA, a Participant in that PA.

Information not generated in the performance of this

MOU.

Project Information generated in the performance of

this MOU.

Any Information provided to, generated in, or used in a

Project regardless of form or type, including, but not

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

financial nature, and also including photographs,

reports, manuals, threat data, experimental data, test

data, computer software, designs, specifications,

processes, techniques, inventions, drawings, technical

writings, sound recordings, pictorial representations,

and other graphical presentations, whether in magnetic

media, machine readable media, computer memory, or

any other form and whether or not subject to copyright,

Patent, or other legal protection.

Any invention or discovery formulated or made

(conceived or "first actually reduced to practice") in the

course of work performed under the Project. The term

first actually reduced to practice means the first

PA Participant

Project Background

Information

Project Foreground

Information

Project Information

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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 Officer

Project Plan

Project Purposes

Steering Committee

(SC)

A person appointed by the PA Participants who has

primary responsibility for effective implementation,

efficient management, and direction of a PA.

A person appointed by the PA Participants who will be

responsible for implementing the conditions of this

MOU and for carrying out the work required in a

specific PA.

Document that provides a description of the Project's

major events, delivery requirements and milestones

that is updated periodically.

Any use by or for a Participant relating to the Project,

whether carried out jointly or separately by the

Participants.

All computer-related Project Information associated

with Project development, production, and logistics

support efforts. Examples include, but are not limited

to production engineering software, training software,

and test equipment software.

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 each Participant with

delegated executive-level responsibility for policy

guidance and management oversight of the MOU.

Project-related

Databases,

Computer Programs,

Computer Software,

and Computer

Software

Documentation

Special Tooling

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Terms of Reference

(TOR)

Third Party

Working Group

Working Group charter document describing scope,

membership, legal status and effective dates.

A government other than the government of a

Participant and any person or other entity whose

government is not the government of a Participant.

A group established by the SC to examine areas of

mutual interest.

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Land Battlespace Systems MOU

SECTION III

OBJECTIVES

3.1 This MOU establishes a comprehensive framework for implementing a cooperative

program of work on mutually decided topics related to LBS in order to improve the

understanding of the Participants' national LBS programs, leverage their industrial

and technological excellence and thereby enhance interoperability.

3.1.1 This MOU, therefore, provides the means for the Participants to define and

establish the general principles which will apply to the initiation, conduct,

and management of information exchange, harmonization and alignment

efforts and LBS PAs entered into by the Participants in accordance with this

MOU.

3.1.2 Further, this MOU provides the means for the Participants to acquaint each

other with any LBS issues in order to avoid unnecessary duplication of

national LBS defense programs and promotes a concerted action to identify

and close important gaps in their LBS defense capabilities.

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Land Battlesnace Systems MOU

SECTION IV

SCOPE OF WORK

4.1 The scope of the work under this MOU includes, but is not limited to:

4.1.1 conducting informed discussions and information exchanges for national

study, evaluation and assessment efforts for the purposes of investigating

capability gaps, exploring opportunities for requirements harmonization,

improving understanding of Participants' national LBS programs, and

identifying areas of potential cooperation or for use in national LBS

programs to enhance Participants' interoperability.

4.1.2 addressing specific LBS issues and capabilities, including but not limited to:

4.1.2.1 tactics, techniques, methods and procedures for the employment of

LBS;

4.1.2.2 the identification of system modifications;

4.1.2.3 enhancement of interoperability between Participants' systems;

4.1.2.4 open and common architectures for LBS and LBS components;

4.1.2.5 risk management and risk mitigation, focused on sharing

technology road maps and tools;

4.1.2.6 efforts to share and optimize logistics support systems; and

4.1.2.7 war fighter modeling, simulation and experimentation.

4.1.3 conducting cooperative LBS design, development, production and support

activities;

4.1.4 collaborating in the conduct of ACTDs;

4.1.5 enhancing LBS rationalization, standardization, and interoperability;

4.1.6 assigning one or more CPP to either a Participant's LBS project office or

any supporting PA.

4.2 The following mechanisms will be utilized to undertake the LBS activities

described in paragraph 4.1:

4.2.1 Information Exchange: 

4.2.1.1 Information may be exchanged under this MOU for any purpose

under the scope of this MOU, including harmonizing the

Participants' respective LBS requirements and for formulating,

developing and negotiating the arrangements for any LBS

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Activity. Information exchange will take place on an equitable

basis.

4.2.1.2 Computer Data Bases, Computer Software or Computer Software

Documentation associated with LBS Activities may be transferred

under this MOU in accordance with national procedures, subject to

the following limitations:

4.2.1.2.1 such transfers should be necessary or useful to the

conduct of the LBS Activities as determined by the

providing Participant; and

4.2.1.2.2 such transfers may occur only where the providing

Participant has obtained national authority for such

release, in writing. Such release may be subject to

restrictions on use imposed by the providing Participant.

4.2.2 Working Groups (WGs): 

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

LBS issues. A WG will be limited in scope to a single, welldefined area and will endeavor to assess the LBS issue based on

information provided by the 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 TOR.

4.2.3 LBS Project Arrangements (PA):

4.2.3.1 Each LBS PA will include specific provisions, consistent with this

MOU, concerning the objectives, scope, sharing of work,

management structure, financial arrangements, contractual

arrangements (if required), exchange or assignment of personnel

(if required), Equipment and Material Transfer (E&MT) and

disposal (if required), disclosure and use of information and

security classification guidance. LBS PAs will conform to the

format at Annex A (Model LBS PA).

4.2.4 Equipment and Material Transfer (E&MT):

4.2.4.1 Transfers of Equipment and Material between the Participants in

pursuit of LBS Activities will be conducted in accordance with

Section IX (Equipment and Material Transfers), and will be

documented in a LBS PA (Annex A) or by using the E&MT Form

(Annex C).

4.2.5 Advanced Concept Technology Demonstrations (ACTDs): 

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

to conduct technology demonstrations, such as ACTDs, to

evaluate evolving technology and LBS concepts. The plan for the

demonstrations will be documented in a LBS PA (Annex A)

tailored to the specifics of the project.

4.2.6 Familiarization Visits:

4.2.6.1 Familiarization visits may occur, in accordance with Section XII

(Visits to Establishments) to promote awareness of each others'

facilities and to identify potential cooperative opportunities.

4.2.7 Cooperative Project Personnel (CPP): 

4.2.7.1 CPP may be assigned to a Project Office for Project work and will

report to their designated Project Office supervisor regarding that

work.

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Land Battlespace Systems MOU

SECTION V

MANAGEMENT (ORGANIZATION AND RESPONSIBILITIES)

5.1. This MOU and any associated PAs will be directed and administered on behalf of

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

Project Managers (PMs) appointed by the Participants. The SC will have overall

authority over the PMs, in accordance with this MOU. The PMs will have primary

responsibility for effective implementation, efficient management, and direction of

the subsequently developed PAs in accordance with this MOU. The Participants

will maintain and fund their own organizations for managing LBS Activities. The

Participants may assign military or civilian employees to serve as CPPs in support

of LBS Activities.

5.2. For each specific PA, Project Officers (POs) appointed by the Participants will be

responsible for carrying out the scope of work. PAs will allow for establishment of

a JPO.

5.3. The SC will consist of the U.S. Army's Program Manager, Unit of Action, and the

UK Ministry of Defence's Director of Equipment Capability (Ground Manoeuvre).

The SC will meet every six months, with additional meetings held at the request of

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

The Participants will alternate hosting the SC meetings unless otherwise decided.

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

their higher authorities for resolution. In the meantime, existing PAs will continue

to be implemented without interruption under the direction of the respective PM

pending resolution of the issue.

5.4. The SC will be responsible for:

5.4.1 Exercising executive-level oversight and direction of the Project.

5.4.2 Approving the establishment of WGs and their TOR.

5.4.3 Reviewing the status reports submitted by the PMs.

5.4.4 Reviewing progress of PAs.

5.4.5 Maintaining oversight of the security aspects of this MOU.

5.4.6 Resolving issues brought forth by the PMs.

5.4.7 Reviewing and forwarding to the Participants for approval recommended

amendments to this MOU in accordance with Section XX (Entry Into

Effect, Duration, Amendment and Termination).

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5.4.8 Recommending to the Participants the provisions under which a new

Participant may join this MOU in accordance with Section XVI

(Participation of Additional Nations).

5.4.9 Monitoring Third Party Sales and Third Party transfers authorized in

accordance with Section XIV (Third Party Sales and Transfers).

5.4.10 Approving plans for the transfer of Equipment and Material provided by a

Participant in accordance with Section IX (Equipment and Material

Transfer).

5.4.11 Approving plans for the disposal of jointly acquired Equipment and

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

Material).

5.5. The PMs will be responsible for:

5.5.1 Managing the day-to-day activities associated with this MOU.

5.5.2 Reviewing and recommending TOR for WGs and forwarding to the SC for

approval.

5.5.3 Referring issues to the SC that cannot be resolved by the PMs.

5.5.4 Developing and recommending amendments to this MOU and its Annexes to

the SC.

5.5.5 Ensuring appointment of Project Security Officers.

5.5.6 Ensuring development of and forwarding to the SC a Project Security

Instruction and a Classification Guide for the MOU within three months after

signature of the MOU, and implementing them upon final approval by the

DSA.

5.5.7 Forwarding recommendations to the SC for the addition of new Participants

in accordance with Section XVI (Participation of Additional Nations).

5.5.8 Providing status reports to the SC.

5.5.9 Implementing actions as directed by the SC.

5.6 The POs' duties will be defined in detail in the specific PAs. However, generally

they will be responsible for:

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5.6.1 Managing and executing the cost, schedule, performance requirements,

technical, and financial aspects (in accordance with Section VI of this

MOU) of a PA.

5.6.2 Ensuring appointment of a designated PA Security Manager(s).

5.6.3 Ensuring development of and forwarding to the PMs the Classification

Guide for the PA and any proposed updates to the MOU Project Security

Instruction within three months after signature of a PA, and implementing

them upon final approval.

5.7 Working Groups

5.7.1 WGs will be established by the SC as necessary to examine areas of mutual

interest and/or to perform work under specific PAs of this MOU. WGs will

consist of representatives from the Participants. Each Participant will have

one vote in WG matters, although 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. The

location and chairmanship of meetings will rotate between the Participants,

with the hosting Participant providing, without charge, appropriate meeting

facilities, including security and administrative support.

5.7.2 WGs will be responsible for:

5.7.2.1 Implementing their TOR. WGs will develop and submit required

changes to their TOR to the PMs if applicable, then to the SC for

approval.

5.7.2.2 Submitting a proposed PA through the PMs for review and

endorsement to the SC for approval.

5.7.2.3 Interacting with and providing information to other WGs, as

directed by either the PMs or the SC.

5.7.2.4 Referring issues to the PMs or the SC that cannot be resolved at

the WG level.

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Land Battlespace Systems MOU

SECTION VI

FINANCIAL PROVISIONS

6.1 This MOU itself creates no financial commitments regarding individual PAs or any

other activity. Detailed descriptions of the Financial and Non-financial provisions

for a specific PA or other activity including each Participant's accepted cost share

will be described and approved in that PA.

6.2 Each Participant will contribute its equitable share of the full Financial Costs and

Non-financial Costs of the PA(s), including overhead costs, administrative costs,

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

mutually determined by the Participants.

6.3 For each PA, the POs will be responsible for proposing and managing the detailed

financial management procedures under which the PA will operate. These

procedures, as required, will be detailed in a Financial Management Procedures

Document (FMPD) proposed by the POs and agreed by the PMs.

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

on whose behalf the costs are incurred:

6.4.1 costs associated with national representation at meetings;

6.4.2 costs associated with any unique national requirements identified by a

Participant;

6.4.3 any other costs not expressly stated as shared costs or any costs that are

outside the scope of this MOU and its PAs.

6.5 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

6.11.

6.6 For PAs with shared costs that involve the establishment of a JPO with CPP

assignments to the other PA Participant's facilities or the JPO, the PA will address

the Financial and Non-financial contribution 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, security services, information technology services,

communications services, and supplies.

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

services costs described in paragraph 6.6, the cost of CPP in the JPO or assigned to

the other Participant's facilities will be borne as follows:

6.7.1 The Host Participant will bear the cost of all pay and allowances of host

personnel in the JPO.

6.7.2 The Parent Participant of the CPP will bear the following costs related to

their CPP:

6.7.2.1 all pay and allowances in accordance with their national

arrangements;

6.7.2.2 transportation of the CPP, the CPP's dependents, and their

personal property to the place of assignment in the Host

Participant's nation prior to the CPP's commencement of a tour of

duty in the JPO or activity, and return transportation of the

foregoing from the place of assignment in the Host Participant's

nation upon completion or termination of the tour of duty;

6.7.2.3 subject to availability, the Host Participant will provide CPP with

messing and accommodation to the same standard as would be

provided to its own personnel. CPP will bear the costs of messing

and accommodation, and in addition to rent will bear any

applicable incidental costs which are not included in rental rates

such as heating, gas, water, power, garbage disposal, etc.

6.7.2.4 compensation for loss of, or damage to, the personal property of

CPP or the CPP's dependents, subject to the Parent Participant's

laws and regulations;

6.7.2.5 preparation and shipment of remains and funeral expenses in the

event of the death of the CPP or the CPP's dependents; and

6.7.2.6 all temporary duty costs, including travel costs, when such duty is

carried out pursuant to a unique requirement of the Parent

Participant.

6.8 For PAs that do not involve the establishment of a JPO, but do involve the

assignment of one Participant's CPP to the facilities of another, the Participants

will bear the costs as set forth in paragraph 6.7.2. The Host Participant will also be

responsible for the following:

6.8.1 all temporary duty costs, including travel costs in connection with the

performance of any duty pursuant to a requirement of the Host Participant

carried out in support of a PA or other activities governed by the MOU;

6.8.2 costs incurred as a result of a change in location in work ordered by the

Host Participant during the period of assignment;

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6.8.3 administrative and support costs such as CPP-related training, office space,

security services, information technology services, communications

services, supplies, and use of facilities and equipment necessary for the

performance of tasks assigned to the CPP.

6.9 A PA Participant will promptly notify the other PA Participant if available funds

are not adequate to fulfill its obligations under a PA, or if it appears that the cost

ceiling (or cost target) will be exceeded. The PA Participants will immediately

consult with a view toward continuation on a modified basis. In the event that an

understanding to continue on a modified basis cannot be reached by the PA

Participants, the PA Participant having reduced or modified its funding will be

deemed to have notified the other PA Participant of its intent to terminate the

relevant PA, and the provisions of Section XX (Entry Into Effect, Duration,

Amendment, and Termination) of this MOU will apply.

6.10 For PAs where a Participant contracts on behalf of the other Participant with the

written authority of the other Participant, the POs will be responsible for proposing

to the PM 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 a FMPD. Each Participant will provide funds in the

amounts and at the times planned in the estimated schedule for monetary

contributions, as specified in the FMPD.

6.11 The Participants recognize that it may become necessary for one Participant, with

the authority of the other Participant, to incur contractual or other responsibilities

for the benefit of the other Participant prior to receipt of the other Participant's

funds. In the event that one Participant incurs such responsibilities, the other

Participant will make such funds available in such amounts and at such times as

may be required by the Contract or other responsibility, and will pay any damages

and costs that may accrue from the performance of or cancellation of the Contract

or other responsibility where such performance or cancellation is done following

prior consultation with the other Participant, in advance of the time such payments,

damages, or costs are due.

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

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

own national practices. For PAs 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.

6.13 The Participant hosting the JPO or Contracting on behalf of the Participants will be

responsible for the audit of the procurement activities for which it is responsible

under the Project in accordance with its national practices. The Host Participant

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

Participant's Project funds in accordance with its national practices. Audit reports

of such funds will be promptly made available by the Host Participant to the other

Participant.

6.14 Where one Participant's national auditors need to obtain additional specific data or

to inspect records to be able to fulfill their national obligations, the other

Participant will facilitate access to such information. Any audit reports will be

made available to the other Participant.

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SECTION VII

CONTRACTING PROVISIONS

7.1 If a Participant determines that Contracting is necessary to fulfill that Participant's

responsibilities under Section IV (Scope of Work) of this MOU, that Participant

will contract in accordance with its respective national laws, regulations, and

procedures with such waivers and deviations its procedures permit and as deemed

necessary to implement the provisions of this MOU. Where such Contracts are

placed by competition, sources from the Participants' industries will be allowed to

compete on an equal basis for such Contracts.

7.2 When a Participant individually contracts to perform a task under this MOU, it will

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

subject to any liability arising from such Contracts, without its prior written

consent.

7.3 Each Participant's Contracting Agency will negotiate to obtain the rights to use and

disclose Project Information required by Section X (Disclosure and Use of Project

Information). Each Participant's Contracting Agency will insert into its

prospective Contracts (and require its subcontractors to insert in subcontracts)

suitable provisions to satisfy the requirements of this MOU, including Section X

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

Information), Section XIII (Security), Section XIV (Third Party Sales and

Transfers), and Section XX (Entry into Effect, Duration, Amendment and

Termination), including suitable provisions for ensuring compliance with the

Participants' respective export control laws and implementing regulations. During

the Contracting process, each Participant's Contracting Officer will advise

prospective Contractors of their responsibility to immediately notify the

Contracting Agency, before Contract award, if they are subject to any license or

agreement that will restrict that Participants' 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 restrictions.

7.4 In the event a Participant's Contracting Agency is unable to secure adequate rights

to use and disclose Project Information as required by Section X (Disclosure and

Use of Project Information), or is notified by Contractors or potential Contractors

of any restrictions on the disclosure and use of Project Information, that

Participant's Contracting Agency will refer the matter to the PMs/JPO who will

submit it to the SC for resolution.

7.5 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

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

or applicable PA. The Participants will establish legal arrangements with their

Contractors to ensure that their Contractors do not retransfer or otherwise use

export-controlled information for any purpose other than authorized under this

MOU or the applicable PA. Such legal arrangements will also provide that the

Contractor will not re-transfer the export-controlled information to another

Contractor without the Government of the furnishing Participant's consent.

7.6 Each Participant's PO will promptly advise the other Participant's PO of any cost

growth, schedule delay, performance problems, or proposals to terminate any

Contract for which its Contracting Agency is responsible.

7.7 The Contracting Officer will ensure that the PMs are provided with sufficient

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

relevant responsibilities. The Contracting Participant's Contracting Officer will be

the exclusive source for providing contractual direction and instructions to

Contractors.

7.8 Normal Contract administration services support (such as audit, quality assurance,

pricing or cost investigations) will be provided in accordance with the

Memorandum of Understanding between the Government of the United States of

America and the Government of the United Kingdom Relating to the Principles

Governing Cooperation in Research and Development, Production, Procurement,

and Logistics Support of Defence Equipment, dated 13 December 1994, or any

successor thereto or other existing arrangements between the Participants.

7.9 If the Participants determine that it is necessary under a PA that one Participant

contract on behalf of the other Participant for tasks under that PA, the Participant

will contract in accordance with its respective national laws, regulations, and

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

Where such Contracts are placed by competition, sources from the 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. The POs 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 POs advised of all financial arrangements with Contractors.

7.10 Upon mutual consent, consistent with Section III (Objectives), a Participant may

contract for the unique national requirements of the other Participant.

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SECTION VIII

WORK SHARING

8.1 No requirement will be imposed on any Participant for work sharing or other

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

accordance with this MOU.

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SECTION IX

EQUIPMENT AND MATERIAL TRANSFERS

9.1 For the purpose of carrying out a PA, each Participant may transfer, without charge

to the other Participant, such Equipment and Material identified in a PA as being

necessary. Such a PA will provide specific details of any transfer of Equipment

and Material. Equipment and Material will remain the property of the providing

Participant. Equipment and Material identified at the time of PA signature will be

detailed in the PA as set out in Annex A. Approval for all transfers will be in

accordance with national procedures.

9.2 For transfers of Equipment and Material not documented in a PA, each Participant

may transfer, without charge to the other Participant, Equipment and Material to be

documented using the model at Annex C (E&MT Form). While such transfers will

be based on the principle of reciprocity, exact item for item exchanges are not

required. Approval for all transfers will be in accordance with national procedures.

9.3 The POs will maintain a list of all Equipment and Material transferred pursuant to a

PA or E&MT Form. All Project Equipment that is transferred will be used by the

receiving Participant only for the purposes of carrying out this MOU, unless

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

accordance with Section XIII (Third Party Sales and Transfers) Project Equipment

will not be re-transferred to a Third Party without the prior written consent of the

providing Participant.

9.4 Equipment and Material transferred will be used by the receiving Participant only

for the purposes of this MOU. 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. If known at the time of entry

into effect, the replacement value of the Project Equipment will be specified in the PA and

E&MT form. When appropriate, the providing and receiving Participants may

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specify that in no case will any payment respecting damage or loss exceed the

amount indicated in the applicable PA or E&MT Form.

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

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

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

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

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

thereof.

9.6 The providing Participant will transfer the Equipment and Material for the

approved period, unless extended by written amendment, provided that the duration

will not exceed the effective period of the PA or E&MT Form.

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

to the receiving Participant at the location mutually approved. Responsibility for

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

Participant at time of receipt. Any further transportation is the responsibility of the

receiving Participant.

9.8 The providing Participant will furnish the receiving Participant such information as

is necessary to enable the Equipment and Material to be used, maintained, and

safely operated for its intended purposes.

9.9 The receiving Participant will inspect the Equipment and Material upon receipt.

The receiving Participant will also inspect the Equipment and Material prior to its

return (unless the Equipment and Material is to be expended or consumed).

9.10 Upon expiration or termination of the transfer period specified in a PA or E&MT

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

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

mutually approved. Any further transportation will be the responsibility of the

providing Participant.

9.11 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 at the

location mutually approved. Any further transportation will be the responsibility of

the providing Participant.

9.12 The Participants will ensure, by all reasonable means, the protection of intellectual

property rights in Equipment and Material.

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9.13 Any Equipment and Material that is jointly acquired on behalf of the PA

Participants for use under a PA will be disposed of as mutually approved by them.

9.14 Disposal of jointly acquired Equipment and Material may include a transfer of the

interest of the PA Participants in such Equipment and Material to one Participant,

or the sale of such Equipment and Material to a Third Party in accordance with

Section XII (Third Party Sales and Transfers). The PA Participants will share the

consideration from jointly acquired Equipment and Material transferred or sold to a

Third Party in the same ratio as costs are shared under the relevant PA to this

MOU.

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SECTION X

DISCLOSURE AND USE OF PROJECT INFORMATION

10.1 The Participants may exchange Information under this MOU through the SC or

their designated representatives for the purposes of understanding the Participants'

respective LBS requirements, evaluation, and assessment with a view to identifying

areas for cooperation, and for formulating, developing and negotiating the

arrangements for any LBS Activity in accordance with Section IV (Scope of Work)

of this MOU. The furnishing Participant will clearly indicate to the receiving

Participant that it is furnishing Information for these purposes. The disclosure and

use of information provisions which govern these Information exchange activities

are as follows:

10.1.1 A Participant (including its Contractor Support Personnel) may only use the

Information exchanged under this MOU for information and evaluation

purposes and for conducting initial risk reduction and concept studies

relating to the aims set out in Section III of this MOU. The specific prior

written consent of the originating Participant is required for any other use or

disclosure, including disclosure to Contractors.

10.1.2 A receiving Participant will ensure that Contractor Support Personnel or

Contractors to whom it discloses Information received under this MOU are

under a legally binding obligation not to further disclose such Information,

or to use such Information for other than information and evaluation

purposes, without prior written authorization.

10.1.3 No transfer of ownership of Information exchanged under this MOU will

occur via the provisions thereof, and hence such Information will remain

the property of the originating Participant or the holder of the proprietary

rights. Transfer of such Information to Contractors will be consistent with

each Participant's applicable respective export control laws and regulations.

10.1.4 The Participants may exchange Information under this MOU only where

both of the following conditions are met:

10.1.4.1 Information may be exchanged without incurring a liability to

holders of proprietary rights therein.

10.1.4.2 Disclosure of the Information is consistent with national disclosure

policies and regulations of the originating Participant.

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10.2 The Participants recognize that successful collaboration depends on full and prompt

exchange of information necessary for carrying out this MOU. The Participants

intend to acquire sufficient Project Information and rights to use such information

to enable the design, development, production, deployment, maintenance, support,

and disposal of LBS. The nature and amount of Project Information to be acquired

will be consistent with the objectives stated in Section III (Objectives), Section IV

(Scope of Work), and the PAs under this MOU.

10.3 Government Project Foreground Information.

10.3.1 Disclosure: Project Foreground Information generated by a Participant's

military or civilian employees will be disclosed without charge to both

Participants.

10.3.2 Use: Each Participant may use all Government Project Foreground

Information without charge for Defense Purposes. The Participant

generating Government Project 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 XIV (Third Party Sales and Transfers)

of this MOU.

10.4 Government Project Background Information.

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

Participant any relevant Government Project Background Information

generated by its military or civilian employees, provided that:

10.4.1.1 such Project Background Information is necessary to or useful in

the Project, with the Participant in possession of the information

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

10.4.1.2 such Project Background Information may be made available

without incurring liability to holders of proprietary rights;

10.4.1.3 disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

10.4.1.4 any disclosure or transfer of such Government Project Background

Information to Contractors is consistent with the furnishing

Participant's export control laws and regulations.

10.4.2 Use: Government Project Background Information disclosed by one

Participant to the other may be used without charge by the other Participant

for Project Purposes only. However, the furnishing Participant will retain all

its rights with respect to such Project Background Information.

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10.5 Contractor Project Foreground Information.

10.5.1 Disclosure: Project Foreground Information generated and delivered by

Contractors, will be disclosed without charge to both Participants.

10.5.2 Use: Each Participant may use without charge for Defense Purposes, all

Contractor Project Foreground Information generated and delivered by

Contractors of the other Participant. The Participant whose Contractors

generate and deliver Contractor Project 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 Project Foreground

Information will be subject to the provisions of Section XIV (Third Party

Sales and Transfers) of the MOU.

10.6 Contractor Project Background Information.

10.6.1 Disclosure: Any Project Background Information, (including information

subject to proprietary rights) generated and delivered by Contractors will be

made available to the other Participant provided the following provisions

are met:

10.6.1.1 such Project Background Information is necessary to or useful in

the Project, with the Participant in possession of the information

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

10.6.1.2 such Project Background Information may be made available

without incurring liability to holders of proprietary rights;

10.6.1.3 disclosure is consistent with national disclosure policies and

regulations of the furnishing Participant; and

10.6.1.4 Any disclosure or transfer of such Contractor Project Background

Information to Contractors is consistent with the furnishing

Participant's export control laws and regulations.

10.6.2 Use: Project 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 proprietary rights. Additional

restrictions required by the furnishing Participant may be included in

specific PAs. However, the furnishing Participant will retain all its rights

with respect to such Project Background Information.

10.7 Alternative Uses of Project Information

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10.7.1 Any Project 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 providing Participant.

10.7.2 The prior written consent of the disclosing Participant will be required for

the use of Project Foreground Information by the receiving Participant for

purposes other than those provided for in this MOU.

10.8 Proprietary Project Information.

10.8.1 All Project Information subject to proprietary interests will be identified and

marked, and it will be handled in accordance with Section XI (Controlled

Unclassified Information) and Section XIII (Security), as appropriate.

10.8.2 The provisions of the NATO Agreement on the Communication of

Technical Information for Defence Purposes, signed at Brussels on 19

October 1970, and the Implementing Procedures for NATO Agreement on

the Communication of Technical Information for Defence Purposes,

approved by the North Atlantic Council on 1 January 1971, will apply to

proprietary Project Information related to this MOU.

10.9 Patents

10.9.1 Each Participant will include in all its Contracts a provision governing the

disposition of rights in regard to Project Inventions and Patent rights

relating thereto, which either:

10.9.1.1 Provides that the Participant will hold title to all Project Inventions

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

free of encumbrance from the Contractor; or

10.9.1.2 Provides that the Contractor will hold title (or may elect to retain

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

applications for the same, while securing for the Participants a

license for the Project Inventions, and any Patents thereto, on

terms in compliance with the provisions of paragraph 10.9.4

below.

10.9.2 In the event that a Contractor holds title (or elects to retain title) for a

Project Invention, the Contracting Participant will secure for the other

Participant a non-exclusive, irrevocable, royalty-free license under all

Patents secured for that invention, to practice or have practiced the patented

Project Invention for Defense Purposes throughout the world unless

otherwise specified in a PA.

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10.9.3 The provisions of subparagraphs 10.9.4 through 10.9.7 below will apply in

regard to Patent rights for all Project Inventions made by either Participant's

military or civilian employees, including those within Government-owned

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

Contracting Participant holds title or is entitled to acquire title.

10.9.4 Where a Participant owns title to a Project Invention, or has the right to

receive title to a Project Invention, that Participant will consult with the

other Participant regarding the filing of a Patent application for such Project

Invention. The Participant which has or receives title to such Project

Invention will, in other countries, file, cause to be filed, or provide the other

Participant with the opportunity to file on behalf of the Participant holding

title, or its Contractors, as appropriate, Patent applications covering that

Project Invention. If a Participant having filed or caused to be filed a Patent

application decides to stop prosecution of the application, that Participant

will notify the other Participant of that decision and permit the other

Participant to continue the prosecution.

10.9.5 The other Participant will be furnished with copies of Patent applications

filed and Patents granted with regard to Project Inventions.

10.9.6 The other Participant will acquire a non-exclusive, irrevocable, royalty-free

license to practice or have practiced, by or on behalf of the Participant,

throughout the world for Defense Purposes, any Project Invention.

10.9.7 Patent applications to be filed under this MOU which contain Classified

Information will be protected and safeguarded in accordance with the

requirements contained in the NATO Agreement for Mutual Safeguarding

of Secrecy of Inventions Relating to Defense and for Which Applications

for Patents Have Been Made, signed in Paris on 21 September 1960, and its

Implementing Procedures.

10.9.8 Each Participant will notify the other Participant of any Patent infringement

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

PA. 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. 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 (taking account of each

Participant's respective production off-take where relevant) of the Project or

mutually consent to alternative arrangement. 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

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under the Project of any invention covered by a Patent issued by their

respective countries.

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SECTION XI

CONTROLLED UNCLASSIFIED INFORMATION

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

originating Participant, Controlled Unclassified Information provided or generated

pursuant to this MOU will be controlled as follows:

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

Project Information as specified in Section X (Disclosure and Use of Project

Information).

11.1.2 Access to such information will be limited to personnel for whom access is

necessary for the permitted use under subparagraph 11.1.1 arid will be

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

11.1.3 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 11.1.2, 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.

11.2 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. The appropriate markings will be defined

in the Project Security Instructions.

11.3 Controlled Unclassified Information provided or generated pursuant to this MOU

will be handled in a manner that ensures control as provided for in paragraph 11.1.

11.4 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 MOU.

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SECTION XII

VISITS TO ESTABLISHMENTS

12.1 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 the sending and receiving Participants and the employees

have any necessary and appropriate security clearances and need-to-know.

12.2 All visiting personnel will be required to comply with security regulations of the

hosting 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.

12.3 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 the Project.

12.4 Lists of personnel of each Participant required to visit, on a continuing basis,

facilities of another Participant will be submitted through official channels in

accordance with recurring international visit procedures.

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SECTION XIII

SECURITY

13.1 All Classified Information or material provided or generated pursuant to this MOU

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

General Security Agreement between the Government of the United Kingdom of

Great Britain and Northern Ireland and the Government of the United States of

America, dated 14 April 1961, as amended, including the Industrial Security Annex

thereto, of 27 January 2003 as amended, and other relevant security agreements

between the Participants.

13.2 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; and denote the country of origin, the provisions of release, and the

fact that the information relates to this MOU.

13.3 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 13.9, unless the other Participant

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

13.3.1 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 XIV (Third Party Sales and Transfers).

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

purposes provided for in this MOU.

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

information that is provided under this MOU.

13.4 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.

13.5 A Project Security Instruction (PSI) and Classification Guide (CG) for the Project

will be jointly prepared by the PMs within three months after this MOU enters into

effect and forwarded for approval by the appropriate DSAs. The PSI and CG will

describe the methods by which Project Background Information, Project

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Foreground Information and material will be classified, marked, used, transmitted,

and safeguarded and will be applicable to all government and Contractor personnel

participating in the Project. The PSI and CG will be subject to regular review and

revision whenever this is appropriate.

13.6 The Participants recognize that certain Classified Project Information, both

Foreground and Background, may be subject to special restrictions which will be

established in accordance with the PSI.

13.7 When any LBS Activity contains provisions for the exchange of Classified

Information or Materiel, POs (for PAs) and PMs (for WGs and Information

Exchange) will jointly prepare an updated PSI, as necessary, and a CG for the LBS

Activity. The PSI and CG will be developed by the POs (for PAs) and PMs (for

WGs and Information Exchange) within three months after a LBS Activity enters

into effect. They will be reviewed and forwarded to the appropriate DSAs, and will

be applicable to all government and Contractor personnel participating in the LBS

Activity.

13.8 The DSA of the Participant in which a classified Contract is awarded 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, or

Subcontractor of any Classified Information received under this MOU, the DSA

will:

13.8.1 Ensure that such Contractor, prospective Contractor or subcontractor and

their facility (ies) have the capability to protect the Classified Information

adequately.

13.8.2 Grant a security clearance to the facility (ies), if appropriate.

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

Classified Information, if appropriate.

13.8.4 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.

13.8.5 Carry out periodic security inspections of cleared facilities to ensure that the

Classified Information is properly protected.

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

who have a need-to-know for the purposes of the MOU.

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Land Battlespace Systems MOU

13.9 Contractors, prospective Contractors, or 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 only when enforceable measures are in effect to ensure that nationals or other

entities of a Third Party will not have access to Classified Information. If

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

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

permitting such access.

13.10 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

information pertaining to this MOU. These officials will be responsible for

limiting access to Classified Information involved in this MOU to those persons

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

13.11 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 the Project.

13.12 Information or material provided or generated in accordance with the MOU may be

classified up to and including Secret. Information exchanged or generated pursuant

to a PA may, on a case-by-case basis, be classified as high as Top Secret if such is

consistent with the national disclosure policies of the Participants. The existence of

this MOU is Unclassified and the contents are Unclassified.

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Land Battlespace Systems MOU

SECTION XIV

THIRD PARTY SALES AND TRANSFERS

14.1 The Participants will not sell, transfer title to, disclose, or transfer possession of

Project Foreground Information, jointly acquired Equipment and Material, or any

item produced either wholly or in part from Project Foreground Information to any

Third Party without the prior written consent of the Government of the other

Participant. Furthermore, the Participants will not 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 other Participant

that it will:

14.1.1 not retransfer, or permit the further retransfer of, any equipment or

information provided; and

14.1.2 use, or permit the use of, the equipment or information provided only for

the purposes specified by the Participants.

14.2 The Participants will not sell, transfer title to, disclose, or transfer possession of

Equipment and Material or Project 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 for authorizing such transfers

and, as applicable, specifying the method and provisions for implementing such

transfers.

14.3 Consent for Third Party sales and transfers of Project Foreground Information,

jointly acquired Project Equipment, or any item produced either wholly or in part

from Project 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 its willingness to sell or transfer

such equipment or information to the same Third Party.

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Land Battlespace Systems MOU

SECTION XV

LIABILITY AND CLAIMS

15.1 Claims against any Participant or its personnel will be dealt with in accordance

with the provisions of Article VIII of the NATO Status of Forces Agreement

(NATO SOFA) dated 19 June 1951. Civilian employees of the Participants

assigned to duty within their Government's Defense Department or Ministry will be

deemed for the purpose of Article VIII of NATO SOFA to be members of a civilian

component within the meaning of Article I of NATO SOFA while present in the

territory of the other Participant for the purpose of this MOU.

15.2 Claims arising under or related to any Contract awarded pursuant to Section VI

(Contracting Provisions) will be resolved in accordance with the provisions of the

Contract.

15.3 Employees and agents of Contractors will not be considered to be civilian

personnel employed by a Participant for the purpose of paragraph 15.1.

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Land Battlespace Systems MOU

SECTION XVI

PARTICIPATION OF ADDITIONAL NATIONS

16.1 It is recognized that other national defense organizations may wish to join this

MOU.

16.2 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

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

Information is necessary to conduct discussions, such disclosure will be in

accordance with Section X (Disclosure and Use of Project Information), Section XI

(Controlled Unclassified Information), and Section XIV (Third Party Sales and

Transfers).

16.3 The SC will jointly formulate the provisions under which additional Participants

may join, having regard to advice provided by the PMs. The addition of new

Participants will require an amendment to this MOU.

16.4 Where any additional Participant joins this MOU, the expression "the other

Participant" wherever used in this MOU will be read as "the other Participants"

unless the context otherwise requires.

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Land Battlespace Systems MOU

SECTION XVII

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

17.1 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.

17.2 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.

17.3 If, in order to apply European Community regulations, it is necessary to levy

duties, then these will be met by the European Member recipient. To this end, parts

or components of the equipment coming from outside of the European Community

will proceed to their final destination accompanied by the relevant customs

document enabling settlement of duties to take place. The duty will be levied as a

cost over and above the relevant Participant's cost of this MOU.

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SECTION XVIII

SETTLEMENT OF DISPUTES

18.1 Disputes between the Participants arising under or relating to this MOU or

associated PAs will be resolved only by consultation between the Participants of

this MOU or the relevant PA and will not be referred to a national court, to an

international tribunal, or to any other person or entity for settlement.

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Land Battlespace Systems MOU

SECTION XIX

GENERAL PROVISIONS

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

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

export control regulations. The responsibilities of the Participants will be subject to

the availability of funds for such purposes.

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

MOU or subsequently established PAs under this MOU, the MOU will take

precedence. However, a PA under this MOU may contain specific provisions that

are identified as deviating from the provisions of this MOU, in which case the

deviating PA provisions will govern for that PA.

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Land Battlespace Systems MOU

SECTION XX

ENTRY INTO EFFECT, DURATION, AMENDMENT AND TERMINATION

20.1 This MOU may be amended by the mutual written consent of the Participants.

20.2 This MOU or a PA to this MOU may be terminated at any time upon the written

consent of the Participants. In the event that the Participants consent to terminate

this MOU, the Participants will consult prior to the date of termination to ensure

termination on the most economical and equitable provisions.

20.3 A Participant may terminate this MOU or any of its PAs or E&MTs upon 90 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. In the

event of such termination, the following rules apply:

20.3.1 The terminating Participant will continue participation, financial or

otherwise, up to the effective date of termination of the MOU, PA, or

E&MT as appropriate.

20.3.2 Except as to Contracts awarded on behalf of the Participants, each

Participant will be responsible for its own Project-related costs associated

with termination of the MOU, PA or E&MT. 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 the individual PAs.

20.3.3 All Project Information and rights therein received under the provisions of

this MOU or PAs prior to the termination will be retained by the

Participants, subject to the provisions of this MOU and its PAs or E&MTs.

20.3.4 If requested by the other Participant, the terminating Participant may

continue to administer the Project Contract(s) which it awarded on behalf of

the other Participant, on a reimbursable basis.

20.3.5 Specific Project termination provisions consistent with this Section may be

established in PAs.

20.4 The respective benefits and responsibilities of the Participants regarding Section IX

(Equipment and Material), Section X (Disclosure and Use of Project Information),

Page 47 of 70
FOR THE SECRETARY OF

DEFENSE ON BEHALF OF THE

DEPARTMENT OF DEFENSE OF

THE UNITED STATES OF

AMERICA:

FOR THE SECRETARY OF STATE

FOR DEFENCE OF THE UNITED

KINGDOM OF GREAT BRITAIN

AND NORTHERN IRELAND:

Si

Charles A. Cartwright W. H. Moore

py

Section XI (Controlled Unclassified Information), Section XIII (Security), Section

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

XVIII (Settlement of Disputes), Section XIX (General Provisions), and this Section

XX ( Entry into Effect, Duration, Amendments and Termination) will continue to

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

20.5 This MOU, which consists of twenty (20) Sections and three (3) Annexes, will

enter into effect upon signature by both Participants and will remain in effect for 20

years. It may be extended by written consent of the Participants. PAs will enter

into effect upon signature by the authorized representatives of the PA Participants.

All PAs will automatically terminate upon the termination or expiration of this

MOU.

The following represents the understandings reached between the U.S. DoD and the UK

MoD upon the matters referred to herein.

SIGNED, in duplicate, in the English language.

Program Manager, Unit of Action

Title

15 December 2004

Date

St Louis, MO

Location

Director Equipment Capability (Ground

Manoeuvre)

Title

15 December 2004

Date

St Louis, MO

Location

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Land Battlespace Systems MOU

ANNEX A

MODEL PROJECT ARRANGEMENT (PA)

PROJECT ARRANGEMENT NUMBER *

BETWEEN

THE SECRETARY OF DEFENSE

ON BEHALF OF THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND

THE SECRETARY OF STATE FOR DEFENCE

OF THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

UNDER THE

LAND BATTLESPACE SYSTEMS

MEMORANDUM OF UNDERSTANDING

DATED [insert signature date of LBS MOW

CONCERNING

(FULL TITLE OF THE LBS PROJECT)

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

Page 49 of 70
Land Battlespace Systems MOU

TABLE OF CONTENTS

SECTION I

INTRODUCTION

SECTION II

DEFINITION OF TERMS AND ABBREVIATIONS

SECTION III

OBJECTIVES

SECTION IV

SCOPE OF WORK

SECTION V

SHARING OF TASKS

SECTION VI

BREAKDOWN AND SCHEDULE OF TASKS

SECTION VII

MANAGEMENT

SECTION VIII

FINANCIAL PROVISIONS

SECTION IX

SPECIAL DISCLOSURE AND USE OF INFORMATION

SECTION X

SECURITY CLASSIFICATION

SECTION XI

PRINCIPAL ORGANIZATIONS INVOLVED

SECTION XII

EQUIPMENT AND MATERIAL TRANSFERS

SECTION XIII

SPECIAL PROVISIONS

SECTION XIV

MODIFICATION AND TERMINATION

SECTION XV

ENTRY INTO EFFECT, DURATION, AND TERMINATION

(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.)

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Land Battlespace Systems MOU

SECTION I

INTRODUCTION

This Land Battlespace Systems (LBS) Project Arrangement (PA) [INSERT TITLE OF

PA] is entered into pursuant to the MOU between the Secretary of Defense on behalf of the

Department of Defense of the United States of America and Secretary of State for Defence

of the United Kingdom of Great Britain and Northern Ireland for LBS, dated

SECTION II

DEFINITIONS OF TERMS AND ABBREVIATIONS

(Define only those terms used in this PA that have not been defined in the MOU.)

SECTION III

OBJECTIVES 

The objectives of this PA are:

a. The enhancement of (for example enhance interoperability

between the Participant's respective Land Battlespace Systems)

b. The development of

c. The improvement of

SECTION IV

SCOPE OF WORK

The following work will be carried out under this PA.

a. Develop

b. Evaluate

c. Design, fabricate and test

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Land Battlespace Systems MOU

SECTION V

SHARING OF TASKS

The sharing of tasks will be as follows:

a. The U.S. DoD will

b. The UK MoD will

c. U.S. DoD and UK MoD will jointly

SECTION VI

BREAKDOWN AND SCHEDULE OF TASKS

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

national priorities may pre-empt approved schedules in PAs.

Phase 1 StartEnd

Description of Phase 1 MM/DD/YY MM/DD/YY

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

Phase 2 StartEnd

Description of Phase 2 MM/DD/YY MM/DD/YY

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

Phase 3 Start

End

Description of Phase 3 MM/DD/YY MM/DD/YY

(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.

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Land Battlespace Systems MOU

SECTION VII

MANAGEMENT

(If a PA does not require a Steering Committee, use the following format to set forth

how the PA will be managed.)

Alternative 1 

1. This PA will be directed and administered on behalf of the Participants by one

Project Officer (PO) from each Participant. The POs are:

U.S. DoD PO Title/Position 

Organization 

Address

UK MoD PO Title/Position

Organization

Address

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

(Name of UK location). The POs are responsible for management

of those tasks listed as national responsibilities in Section V (Sharing of Tasks) in

this PA.

3. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under

Section V (Management) of the MOU.)

(If a Project requires the establishment of a Steering Committee, use the following

format to set forth how the Project will be managed.)

Alternative 2

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Land Battlespace Systems MOU

1. This PA will be directed and administered on behalf of the Participants by an

organization consisting of a Steering Committee (SC) and one Project Officer (PO)

from each Participant. The SC members are:

U.S. DoD Co-Chairman Title/Position

Organization

Address

UK MoD Co-Chairman Title/Position

Organization

Address

2. The POs are:

U.S. DoD PO Title/Position 

Organization 

Address

UK MoD PO Title/Position 

Organization 

Address

3. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under

Section IV of the MOU. For instance, if a PA will be administered by one joint

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Land Battlespace Systems MOU

Project office (JPO) staffed by members from each Participant, add the

following Paragraph:

7.x Each Participant may assign personnel to the JPO to assist in

administering a PA. The Host Participant will provide office space and

administrative support to the personnel of the other Participant in accordance

with the Host Participant's normal practice. A Participant's assigned

personnel will be subject to the normal procedures and regulations of the Host

Participant. Provisions for the personnel provided are described in Annex A

to this PA.)

SECTION VIII

FINANCIAL PROVISIONS

The Participants estimate that the cost of performance of the tasks under this PA will not

exceed . (State total cost in either/or all Participants' currency and fiscal year.)

(Cost of performance includes Financial and Non—fmancial Costs.)

Year 1 Year 2 Year 3 Year 4 Year 5 Year 6

DoD Financial

DoD NonFinancial

MoD Financial

MoD NonFinancial

(Using the above table and whatever description is necessary, explain and

demonstrate how the PA will be funded. Identify both fmancial (funds) and nonfmancial (range time, use of equipment, etc.) contributions and identify the amount of

funds to be transferred between the Participants.)

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

the POs and submitted to the PMs if appropriate for approval. The FMPD should

include, as a minimum, schedule, handling, funding levels by year, Exchange Rate

used, economic conditions (constantioutturn prices), and auditing procedures for

monetary contributions anticipated for this PA.)

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

detailed in the Section IV (Scope of Work), Section V (Sharing of Tasks), and Section VIII

(Financial Provisions) in this PA will be subject to amendment or signature of a new PA.

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Land Battlespace Systems MOU

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

that refers to paragraphs 6.6 — 6.8 of the MOU, identify which Participant is

sending or hosting CPP, and specify the number of CPPs to be assigned. In

addition, the PA will include the amount of financial and non-financial

contribution related to CPP as shown 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 fmancial and nonfinancial contributions should be included in the total U.S. DoD and UK MOD

costs.)

The U.S. DoD tasks will not cost more than: U.S. $ or UK £ (state economic

conditions & Exchange Rate @constant or out-turn prices)

The UK MOD tasks will not cost more than: UK £ or U.S. $ (state economic

conditions & Exchange Rate @constant or out-turn prices)

SECTION IX

SPECIAL DISCLOSURE AND USE OF INFORMATION PROVISIONS

(IF REQUIRED)

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

SECTION X

SECURITY CLASSIFICATION

Only one of the four 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;

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

SECRET; or

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

SECRET.

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Land Battlespace Systems MOU

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

classification].

SECTION XI

PRINCIPAL ORGANIZATIONS INVOLVED

(List the organizations and facilities of the Participants.)

SECTION XII

EQUIPMENT AND MATERIAL TRANSFERS

(IF REQUIRED) 

1. The transfer of the following Equipment and Material is necessary for executing this

LBS PA:

Providing

Participant

Receiving

Participant

Quantity Description Part/

Stock #

Consumables

Non-Consumables

Approximat

Value

(Fill in as appropriate.)

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

preceding table. (Equipment and Material that cannot be identified at the

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

developed and maintained by the PMs in the format at Annex C.)

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 XIII

SPECIAL PROVISIONS

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

Participants' national laws and regulations, including their export control laws and

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

and Transfers) of the MOU.

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Land Battlespace Systems MOU

SECTION XIV

MODIFICATION AND TERMINATION

1. The provisions of this PA may be modified by written mutual consent of authorized

representatives of the Participants in accordance with Section V (Management

Organization and Responsibilities) of the MOU.

2. This PA may be terminated at any time in accordance with the provisions of

Section XX of the MOU.

SECTION XV

ENTRY INTO EFFECT, DURATION, AMENDMENT AND TERMINATION

This Land Battlespace Systems PA, a Project

under the MOU between the Secretary of Defense, on behalf of the Department of

Defense, of the United States of America and the Secretary of State for Defence of the

United Kingdom of Great Britain and Northern Ireland (include all Participants in this

manner), will come into effect upon signature by the Participants, and will remain in

effect for years unless terminated by the Participants. It may be extended by the

written mutual determination of the Participants.

FOR THE SECRETARY OF

DEFENSE ON BEHALF OF THE

DEPARTMENT OF DEFENSE OF

THE UNITED STATES OF

AMERICA:

FOR THE SECRETARY OF STATE

FOR DEFENCE OF THE UNITED

KINGDOM OF GREAT BRITAIN

AND NORTHERN IRELAND:

Signature Signature

Name Name

Title Title

Date Date

Location Location

Page 58 of 70
Land Battlespace Systems MOU

ANNEX B

COOPERATIVE PROJECT PERSONNEL (CPP)

ASSIGNMENT OF LAND BATTLESPACE COOPERATIVE PROJECT

PERSONNEL

1.0 Purpose and Scope.

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

conduct of the 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) established under this

MOU or to other LBS Activities designated by the SC. CPP will be able to

perform all responsibilities for the positions assigned to them under this

MOU or in conjunction with a PA. Commencement of assignments will be

subject to any requirements that may be imposed by the other Participant 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 to other LBS activities for Project work

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

designated supervisor within those organizations regarding that work. The

designated supervisor will be responsible for the creation of a document

describing the duties of each CPP position (Annex B-1), and submit to the

PMs for approval. CPP will not act in any other capacity on behalf of their

Parent Participant's 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 Instructions (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 III (Objectives) and

Section IV (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.

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Land Battlespace Systems MOU

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

both Participants assigned to the JPO or activities are made aware of, and

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

Section X (Disclosure and Use of Project Information), Section XI

(Controlled Unclassified Information), and Section XIII (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 in the

PSI.

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3.0 Administrative Matters.

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 the Parent Participant's organization.

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 PMs, through the JPO and Host Participant activities, will establish

standard operating procedures for CPP in the following areas:

3.3.1 Working hours, including holiday schedules.

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Land Battlespace Systems MOU

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 this 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.

Page 62 of 70
Land Battlespace Systems MOU

Annex B-1

COOPERATIVE PROGRAM POSITION DESCRIPTION

I. Position:

a. Title: Cooperative Program 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 respective Program Manager PM)

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 LBS MOU). He will require

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

development and engineering programs involving the AH-64D Apache Longbow Attack

helicopter).

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/UK Apache/WAH-64 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 US DoD, UK MoD and

industry, and in-service support and engineering issues. It should also include

forecasts of forthcoming trials, tests and program reviews.]

Page 63 of 70
Land Battlespace Systems MOU

i. Attend UK and U.S. Project Reviews and provide a summary report of MOU

activities at that venue as required.

j. In support of the MOU advise the PM on UK procurement and fielding policy,

and also on British Army support and logistics doctrine and organization.

k. Provide administrative support and coordination for Steering Committee and

Cooperative Project Meetings. In particular to:

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

meeting.

(2) Provide written briefs to PMs at least 1 week prior to each meeting.

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

(4) Provide written briefs on MOU activity to PM 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 PMs as directed above.

Page 64 of 70

NOTE: It is noted that subsection titles "g" and "h" are not present in this section.
Land Battlespace Systems MOU

ANNEX C

MODEL EQUIPMENT AND MATERIAL TRANSFER (E&MT) FORM

E&MT NUMBER (E&MT-XXXX*)

BETWEEN

THE SECRETARY OF DEFENSE

ON BEHALF OF THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND

THE SECRETARY OF STATE FOR DEFENCE

OF THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

UNDER THE

LAND BATTLESPACE SYSTEMS

MEMORANDUM OF UNDERSTANDING

*The U.S. DoD will assign the E&MT number.

Page 65 of 70
Land Battlespace Systems MOU

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 Secretary of State for Defence of the United Kingdom of Great

Britain and Northern Ireland concerning Land Battlespace Systems (LBS) MOU (Insert

effective date of the LBS MOU). This E&MT Form is being executed by authorized

representatives of the providing and receiving Participants pursuant to Section IX

(Equipment and Material) of the LBS MOU.

SECTION 1

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

Replacement

Value

(FM in as appropriate)

1.2 (Choose one of the following alternatives, or use both if both situations apply.)

Alternative A —Use when return of Equipment and Material is planned.

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

consumed or expended during the course of the LBS 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 LBS activities described in paragraph 2.1.1.

Page 66 of 70
Land Battlespace Systems MOU

SECTION II

PURPOSE

2.1 The purpose of this E&MT is to support the following LBS 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 LBS activities described in paragraph 2.1.1 in

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

MOU.

Page 67 of 70
Land Battlespace Systems MOU

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 RDT&E 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 LBS E&MT Form provides only for transfer of Equipment and Material

associated with the LBS activities described in paragraph 2.1.1. Signature of

this LBS E&MT Form does not imply any commitment by a Participant to

participate in any activities beyond the E&MT described herein.

Page 68 of 70
Land Battlespace Systems MOU

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 LBS E&MT Form.

or

The highest level of classified Equipment and Material under this LBS 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 a (Equipment and Material) of the MOU.

6.2 The E&MT described in this LBS 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 90 days written notice to the

providing Participant.

6.2.3 Unilaterally by the providing Participant at any time.

6.4 Responsibilities regarding security and protection against unauthorized use,

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

transfer period will continue to apply without limit of time in accordance with

Page 69 of 70
Land Battlespace Systems MOU

Section XIX (Amendment, Termination, Entry Into Effect, and Duration) of the

LBS MOU.

6.5 The transfer period for the Equipment and Material described herein begins on

the date of the last signature below, and unless terminated or extended, will

continue until (enter date or amount of time).

FOR THE DEPARTMENT OF

DEFENSE OF THE UNITED

STATES OF AMERICA

FOR THE SECRETARY

OF STATE FOR DEFENCE OF

THE UNITED KINGDOM OF

GREAT BRITAIN AND

NORTHERN IRELAND

Signature Signature

Name Name

Title Title

Date Date

Location Location

Page 70 of 70
AMENDMENT ONE

TO THE

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE SECRETARY OF DEFENSE ON BEHALF

OF

THE DEPARTMENT OF DEFENSE

OF

THE UNITED STATES OF AMERICA

AND

THE SECRETARY OF STATE FOR DEFENCE

OF

THE UNITED KINGDOM OF GREAT BRITAIN

AND NORTHERN IRELAND

CONCERNING COLLABORATION ON

LAND BATTLESPACE SYSTEMS

DATED DECEMBER 15, 2004

CERTIFICATION OF AUTHENTICITY

I hereby certify this to be a true copy of Amendment One to the Memorandum of Understanding between the

Secretary of Defense on behalf of the Department of Defense of the United States of America and the Secretary of

State for Defence of the United Kingdom of Great Britain and Northern Ireland concerning on Land Battlespace

Systems.

The Armaments Cooperation Directorate (SAAL-NC), Office of the Deputy Assistant Secretary of the Army for

Defense Exports and Cooperation maintains custody of a signed copy of the MOU.

LAURA McMAHON

DEPUTY, INTERNATIONAL AGREEMENTS
INTRODUCTION

The Secret of Defense on behalf of the Department of Defense (DoD) of the United States of

America and the Secretary of State for Defence of the United Kingdom of Great Britain and

Northern Irel d (UK) entered into a Memorandum of Understanding Concerning Collaboration

on Land Batt espace Systems (LBS MOU) on December 15, 2004 for a period of 20 years. This

Amendment ne incorporates export control compliance text and definitions revised since

December 1 , 2004. All activities, including Project Arrangements (PAs) and other

administrativje actions established pursuant to the LBS MOU, will continue under the provisions

of this Amen ment. In accordance with paragraph 20.1 of Section XX (Entry into Effect,

Duration, A endment and Fermination), the Participants hereby consent to amend the LBS

MOU as foil ws:

I. In Section II (Definitions and Acronyms), amend the following definitions to read:

Coat actor Support Personnel: Persons specifically identified as providing

admi istrative, managerial, scientific, or technical support services to a Participant under

a sup sort Contract that prohibits those persons from using Information received under the

Cont act for any purpose other than those authorized under this MOU.

Cont oiled Unclassified Information: Unclassified Information to which access or

distri ution limitations have been applied in accordance with applicable national laws or

regul .tions. It could include Information that has been declassified but remains

con shed.

Info mation: Knowledge that can be communicated by any means, regardless of form

or ty se, including, but not limited to that of a scientific, technical, business, or financial

natur , and also including photographs, reports, manuals, threat data, experimental data,

test d ta, computer software, designs, specifications, processes, techniques, inventions,

draw ngs, technical writings, sound recordings, pictorial representations, and other

grap teal presentations, whether in magnetic tape, computer memory, or any other form

and hether or not subject to Intellectual Property Rights.

Pate t: Grant by any Government or a regional office acting for more than one

Gove ment of the right to exclude others from making, using, importing, selling, or

ofTe 'ng to sell an invention. The term refers to any and all patents, including, but not

limit d to patents of implementation, improvement, or addition; petty patents; utility

mod Is; appearance design patents; registered designs; and inventor certificates or like

statu' ty protection as well as divisions, reissues, continuations, renewals, and extensions

of an, of these.

Proj ct Invention: Any invention in any field of technology, provided it is new,

invol es an inventive step, is capable of industrial application, and is formulated or made

(conceived or "first actually reduced to practice") in the course of work performed under

2
the P ject. The term, "first actually reduced to practice" means the first demonstration,

suffic ent to establish to one skilled in the art to which the invention pertains, of the

opera ility of an invention for its intended purpose and in its intended environment.

Add t e following definitions:

Intel' ctual Property: In accordance with the World Trade Organization Agreement on

Trad related Aspects of Intellectual Property Rights of April 15, 1994, all copyright and

relate, rights, all rights in relation to inventions (including Patent rights), all rights in

regist red and unregistered trademarks (including service marks), registered and

unreg stered designs, undisclosed Information (including trade secrets and know-how),

layou designs of integrated circuits, and geographical indications, and any other rights

result ng from creative activity in the industrial, scientific, literary, and artistic fields.

Pros ective Contractor: Any entity that seeks to enter into a Contract awarded by a

Parti ipant's Contracting Agency and that in the case of a solicitation involving the

relea e of export-controlled Information, is eligible to receive such Information.

2. In Se tion V (Management (Organization and Responsibilities), change the following:

Inserli new subparagraph 5.4.6.

.4.6 Employing its best efforts to resolve in consultation with the export control

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

PMs in accordance with paragraph 5.5.8 or raised by a Participant's SC

representative in accordance paragraph 10.4 of Section X (Disclosure and Use of

Project Information) of this MOU.

Rena ber the original subparagraphs 5.4.6 through end.

In su paragraph 5,5.6, change lines I and 2 to read "Project Security Instruction (PSI)

and a Classification Guide (CG)".

lnser the following as a new subparagraph 5.5.8.

5.5.8 Monitoring export control arrangements required to implement this MOU

and, if applicable, referring immediately to the SC any export control issues that

could adversely affect the implementation of this MOU.

Renu iber the original subparagraphs 5.5.8 and 5.5.9 as subparagraphs 5.5.9 and 5.5. 10,

respeOvely.

3
3. In Se tion VII (Contracting Provisions), change the following:

In Pa graph 7.3, lines 8 and 9, replace "including suitable provisions for ensuring

comp lance with the Participants' respective export control laws and implementing

regul tions." with "including the export control provisions of this MOU, in particular

parag aphs 7.4 and 7.5 of this Section."

Insert the following as new paragraphs 7.4 and 7.5:

7.4 :ach Participant will legally bind its Contractors to a requirement that the

Contrtctor will not retransfer or otherwise use export-controlled Information furnished by

anoth r Participant for any purpose other than the purposes authorized under this MOU.

7.4.1 The Contractor will also be legally bound not to retransfer the export-

;ontrolled Information to another Contractor or subcontractor unless that Contractor

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

• urposes authorized under this MOU.

.4.2 Export-controlled Information furnished by one Participant under this MOU

ay only be retransferred by another Participant to its Contractors if the legal

angements required by this paragraph have been established.

7.5 ach Participant will legally bind its Prospective Contractors to a requirement that

the P ospective Contractor will not retransfer or otherwise use export-controlled

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

solici ation issued in furtherance of the purposes authorized under this MOU.

.5.1 Prospective Contractors will not be authorized use or right to retransfer the

xport-controlled Information for any purpose if they are not awarded a Contract.

.5.2 The Prospective Contractors will also be legally bound not to retransfer the

xport-controlled Information to a prospective subcontractor unless that prospective

isubcontractor has been legally bound to limit use of the export-controlled

Information for the purpose of responding to the solicitation.

7.5.3 Export-controlled Information furnished by one Participant under this MOU

nay only be retransferred by another Participant to its Prospective Contractors if

the legal arrangements required by this paragraph have been established.

7.5.4 Upon request by the furnishing Participant the receiving Participant will

identify its Prospective Contractors and prospective subcontractors receiving such

xport-controlled Information.

Renu ber the original paragraph 7.4 as 7.6.

4
a

Renumber th

L)elet the original paragraph 7.5 and renumber the remaining paragraphs 7.6 through

7.10 s new paragraphs 7.7 through 7.11.

4. In Se tion X (Disclosure and Use of Project Information), insert the following as new

parag aphs 10.3 and 10.4:

10.3 ransfer of Project Information will be consistent with furnishing Participant's

applia ble export control laws and regulations.

0.3.1 Unless otherwise restricted by duly authorized officials of the furnishing

articipant at the time of transfer to the other Participant, all export-controlled

nformation furnished by one Participant to the other Participant may be

etransferred to the other Participant's Contractors, subcontractors, Prospective

7ontractors, and prospective subcontractors, subject to the requirements of

paragraphs 7.4 and 7.5 of Section VII (Contracting Provisions) of this MOU.

10.3.2. Export-controlled Information furnished by the Contractors and

ubcontractors of one Participant's nation to those of the other pursuant to this

sii

OU will be subject to the conditions established in export licenses or other

pprovals issued by the Government of the exporting Contractor or subcontractor in

ccordance with that exporting nation's applicable export control laws and

egulations.

10.4 f a Participant finds it necessary to exercise a restriction on the retransfer of exportontrolled Information as set out in paragraph 10.3 of this Section, it will promptly

nform the other Participant. If a restriction is then exercised and the affected

articipant objects, that Participant's SC representative will promptly notify the

ther Participant's SC representatives and they will immediately consult in order to

iscuss ways to resolve such issues or mitigate any adverse effects.

original paragraphs 10.3 through 10.9 as new paragraphs 1(1.5 through 10.11).

In ne subparagraph 10.6.1.2 (formerly subparagraph 10.4.1.2), line 2, replace

"pro a etary rights" with "Intellectual Property rights."

Insert the following as new subparagraph 10.6.1.3 (formerly subparagraph 10.4.1.3):

10.6. .3 disclosure is consistent with national disclosure policies and export control

laws 4nd regulations of the furnishing Participant.

Delete original subparagraph 10.4.1.4.

In new subparagraph 10.8.1(formerly subparagraph 10.6.1):

In line 1, capitalize the first letter of "Information"; and

In line 2, delete "proprietary" and insert "Intellectual Property".

5
In new subparagraph 10.8.1.1. line 2, capitalize the first letter of "Information".

In new subparagraph 10.8.1.2, line 2, replace "proprietary rights" with "Intellectual

Property rights".

In ne subparagraph 10.8.2 (formerly subparagraph 10.6.2), line 4, replace "proprietary

rights with "Intellectual Property rights".

In ne subparagraph 10.10.1 (formerly subparagraph 10.8.1), delete "proprietary

intere ts" and insert "disclosure and use restrictions with respect to Intellectual Property

rights '.

Inse the following as new subparagraph 10.10.2 (formerly subparagraph 10.8.2):

10.10 2 The provisions of the NATO Agreement on the Communication of Technical

Into ation for Defence Purposes, signed at Brussels on 19 October 1970, and the

Impl menting Procedures for NATO Agreement on the Communication of Technical

Into anon for Defence Purposes, approved by the North Atlantic Council on 1 January

1971 or any successor agreement and procedures), will apply to Project Information

referr d to in paragraph 10.10.1 above.

In su paragraph 10.11.8 (formerly subparagraph 10.9.8), line 7, delete "The Participants

will 4iare in the costs of resolving Patent infringement claims in the same percentage as

they hare the full Financial and Non-financial Costs (taking account of each

Parti ipant's respective production off-take where relevant) of the Project or mutually

consent to alternative arrangement."

In lin I I, add the following sentence before the existing final sentence: "The

Parti ipants will share in the costs of resolving Patent infringement claims and Patent

authorization and consent claims in the same percentage as they share the full Financial

and on-financial Costs (taking account of each Participant's respective production offtake here relevant) of the Project, or will mutually consent to an alternative

arran ement."

5. In Se non XI (Controlled Unclassified Information), delete the original paragraph 11.2

and i sert the following as new paragraph 11.2:

11.2 I o assist in providing the appropriate controls, the originating Participant will

nsure that Controlled Unclassified Information is appropriately marked to ensure

'ts in confidence" nature. The Participants' export-controlled Information will be

arked in accordance with the applicable Participant's export control markings as

documented in the PSI. The Participants will also decide, in advance and in

writing, on the markings to be placed on any other types of Controlled Unclassified

Information and describe such markings in the PSI.

6
FOR THE S CRETARY OF DEFENSE

ON BEHAL - OF THE DEPARTMENT

OF DEFENSE OF THE UNITED

STATES OF AMERICA

Signature

MG Charle

Name

A. Cartwrih

6. In Se tion XIII (Security), delete the original paragraph 13.5 and insert the following new

paragraph 13.5:

13.5, The PMs Will jointly prepare a PSI and a CG for the Project. The PSI and the CG

will d scribe the methods by which Project Information will be classified, marked, used

trans itted, safeguarded, and will require that markings for all export-controlled

Class fled Information will include the applicable export control markings identified in

the P I in accordance with paragraph 11.2 of Section X1 (Controlled Unclassified

Info ation). The PSI and CO will be developed by the PM within three months after

this OU enters into effect. They will be reviewed and forwarded to the Participants'

DSA for approval and will be applicable to all government and Contractor personnel

parti pating in the Project The CG will be subject to regular review and revision with

the ai of downgrading the classification whenever this is appropriate. The PSI and the

CG ill be approved by the appropriate DSA prior to the transfer of any Classified

Info anon or Controlled Unclassified Infbrmation.

7. This endment will enter into effect upon signature by the Participants. All other

provi ions of the IstIOU remain unchanged.

8. The ndersigned, being duly authorized, have signed this Amendment One in duplicate.

PM Future Combat Systems (BCT)

Title

September 8, 2008 

Date

St. Louis, MO. 

Place

FOR THE SECRETARY OF

STATE FOR DEFENCE OF THE

UNITED KINGDOM OF GREAT

BRfl'AIN AND NORTHERN

IRELAND 4

Signature

VA2.‘c, . Ctiilis icot -,2 hEvE. fzi_ , i., 

Name

EL '\ -

Title

ICl 

Date

Place

7