TREATIES AND OTHER INTERNATIONAL ACTS SERIES 04-1203 

________________________________________________________________________ 

DEFENSE 

Missiles 

 Memorandum of Understanding Between the 

UNITED STATES OF AMERICA 

and OTHER GOVERNMENTS 

Signed at Koblenz, The Hague, Ottawa, and 

Washington, October 20, October 21, 

November 15, and December 3, 2004 

 with 

Annexes 
 

NOTE BY THE DEPARTMENT OF STATE 

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

(80 Stat. 271; 1 U.S.C. 113)—

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

under the authority of the Secretary of State shall be competent 

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

treaties, and proclamations by the President of such treaties and 

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

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

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

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

or authentication thereof.” 
 

 MULTILATERAL 

 Defense: Missiles 

 Memorandum of understanding signed at 

 Koblenz, The Hague, Ottawa, and 

 Washington, October 20, October 21, 

 November 15, and December 3, 2004; 

 Entered into force December 3, 2004. 

 With annexes. 
MEMORANDUM OF UNDERSTANDING

AMONG

THE MINISTER OF NATIONAL DEFENCE OF CANADA

AND

THE FEDERAL MINISTRY OF DEFENCE OF THE FEDERAL REPUBLIC OF GERMANY

AND

THE MINISTER OF DEFENCE OF THE KINGDOM OF THE NETHERLANDS

AND

THE DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA

FOR

STANDARD MISSILE UPGRADES AND IMPROVEMENTS

Certified to be a true copy:

tom, ALLL,

Thomas M. Noble

Deputy Director, International Agreeme

Navy International Programs Office
TABLE OF CONTENTS

INTRODUCTION

SECTION I

DEFINITIONS

SECTION

OBJECTIVES 8

SECTION B1

SCOPE OF WORK 9

SECTION IV

GENERAL PROJECT ARRANGEMENT (PA) PROVISIONS 10

SECTION V

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 11

SECTION VI

FINANCIAL PROVISIONS 14

SECTION VII

WORKSHARE 16

SECTION VIII

CONTRACTING PROVISIONS 17

SECTION IX

PROJECT EQUIPMENT 19

SECTION X

DISCLOSURE AND USE OF INFORMATION 21

SECTION XI

CONTROLLED UNCLASSIFIED INFORMATION 26

SECTION XII

VISITS TO ESTABLISHMENTS 27

SECTION XIII

SECURITY 28

SECTION XIV

THIRD PARTY SALES AND TRANSFERS 31

SECTION XV

LIABILITY AND CLAIMS 33

SECTION XVI

ADDITION OF NEW PARTICIPANTS 34

SECTION XVII

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 35

SECTION XVIII

SETTLEMENT OF DISPUTES 36

SECTION XIX

GENERAL PROVISIONS 37

SECTION XX

AMENDMENT, WITHDRAWAL, TERMINATION, ENTRY INTO EFFECT, AND

DURATION 38

2
ANNEXES

ANNEX A

SAMPLE PROJECT ARRANGEMENT

ANNEX B

COOPERATIVE PROGRAM PERSONNEL

3
INTRODUCTION

The Minister of National Defence of Canada, the Federal Ministry of Defence of the Federal

Republic of Germany, the Minister of Defence of the Kingdom of the Netherlands,and the

Department of Defense of the United States of America, hereinafter referred to as the

"Participants":

Having a common interest in defense;

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

interoperability of military equipment;

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

emerging technology;

Having a mutual need for STANDARD Missile upgrades and improvements to satisfy common

operational requirements; and

Desiring to establish a framework within this Memorandum of Understanding (MOU) to pursue

cooperative efforts under Project Arrangements (PAs) for upgrades and improvements for

STANDARD Missile and associated technologies and systems;

Have reached the following understandings:

4
SECTION I

DEFINITIONS

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

Memorandum of Understanding (MOU):

Background Information Project Information not generated in the performance of a Project.

Classified Information Official information that requires protection in the interests of

national security and is so designated by the application of a

security classification marking. This information may be in oral,

visual, magnetic or documentary form or in the form of

equipment or technology.

Contract

Contracting

Any mutually binding legal relationship under national laws

which obligates a Contractor to furnish supplies or services, and

obligates one or more Participants to pay for them.

The obtaining of supplies or services by Contract from sources

outside the government organizations of the Participants.

Contracting includes description (but not determination) of

supplies and services required, solicitation and selection of

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

Contract administration.

Contracting Agency The entity within the government organization of a Participant,

which has authority to enter into, administer, and/or terminate

Contracts.

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

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

Contracts.

Contractor Any entity awarded a Contract by a Participant's Contracting

Agency for work under (a) PA(s).

Controlled Unclassified Unclassified information to which access or distribution

Infoiniation limitations have been applied in 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. It could include information

which has been declassified, but remains controlled.

Cooperative Project Military members or civilian employees of a Parent PA
Personnel (CPP) Participant assigned to a Host PA Participant, in furtherance of a

Project, who perform managerial, engineering, technical,

administrative, Contracting, logistics, financial, planning or other

functions.

Defense Purposes

Non-financial Contributions

Parent PA Participant

Patent

Project

Project Arrangement(PA)

PA Participant

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

armed forces of any Participant.

The security office approved by national authorities to be

responsible for the security aspects of this MOU.

Represents the Project Arrangement Participant's share of Project

costs that, due to its nature, takes a monetary form.

Information generated in the performance of a Project.

The PA Participant whose nation serves as the location of the

hosting project office.

Represents the Project Arrangement Participant's share of Project

costs that, due to its nature, takes a non-monetary form.

The PA Participant which sends its CPP to the project office

located in the nation of the Host PA Participant.

Legal protection of the benefit to exclude others from making,

using, or selling an invention. The term refers to any and all

Patents including, but not limited to, Patents of implementation,

improvement or addition, petty Patents, utility models, appearance

design Patents, registered designs, and inventor certificates or like

statutory protection as well as divisions, reissues, continuations,

renewals, and extensions of any of these.

Collaborative activity done under a Project Arrangement (PA)

concluded pursuant to this MOU.

An individually negotiated arrangement, concluded after the

MOU has entered into effeci, which specifically details the

provisions of collaboration on a specific Project between two or

more MOU Participants,

A Participant is considered a PA Participant only for those

Projects for which it signs the relevant PA.

Designated Security

Authority (DSA)

Financial Contributions

Foreground Information

Host PA Participant

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

special tooling or test equipment jointly acquired or provided by
one of the PA Participants for use in a Project.

Project Information

Project Invention

Any information provided to, generated in, or used M 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, 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.

Any invention or discovery formulated or made (conceived or

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

performed under a Project. The term first actually reduced to

practice means the first demonstration, sufficient to establish to

one skilled in the art to which the invention pertains, of the

operability of an invention for its intended purpose and in its

intended environment.

Project Plan A part of a PA that provides a description of the Project's delivery

requirements and milestones.

STANDARD Missile A weapon system designed, developed, and maintained by the

U.S. to provide 'maritime multi-mission capability. This includes

SM-2 Block IIIA and subsequent STANDARD Missile variants.

Third Party Any person or other entity whose government or entity thereof is

not a Participant.

7
k

SECTION II

OBJECTIVES

2.1. The objectives of this MOU are to:

2.1.1. Maintain or improve the military and cost effectiveness, interoperability, and

availability of STANDARD Missile;

2.1.2. Establish a framework and general principles which will apply to the initiation,

conduct, and management of cooperative projects detailed in individual PAs;

2.1.3. Leverage technological capabilities of the Participants for the betterment of

STANDARD Missile;

2.1.4.Cooperate in research, development, test, evaluation, and transition to production

activities related to upgrades and improvements to STANDARD Missile; and

2.1.5.Maintain commonality of. STANDARD Missile while continuing to meet the

individual requirements of the Participants.
SECTION III

SCOPE OF WORK

3.1. Through PAs under this MOU, PA Participants will cooperatively research, develop,

test, evaluate, and transition to production upgrades and improvements for STANDARD Missile.

These upgrades and improvements include, but are not limited to, performance and reliability

enhancements, interoperability improvements, interface definition, and combat systems

integration efforts. The tasks under each PA will be detailed in that PA.

3.2. Activities of the Participants under this MOU include information exchange for the

purposes of harmonizing the Participants' respective STANDARD Missile system requirements,

for observing national STANDARD Missile system(s) and related efforts of one or more

Participants by the other Participant(s), and for formulating and developing PAs under this

MOU.

3.3. Configuration control of STANDARD Missile will be conducted as a part of the overall

U.S. STANDARD Missile program, outside of this MOU.
SECTION IV

GENERAL PROJECT ARRANGEMENT (PA) PROVISIONS

4.1. PAs will involve two or more MOU Participants. However, no PA under this MOU

may be signed until the U.S. Participant approves the PA to ensure that it is consistent with the

U.S. STANDARD Missile program.

4.2. MOU Participants who do not sign a PA do not automatically receive the benefits

gained from that PA including access to Project Information and Project Equipment.

4.3. The provisions of this MOU will govern each PA under this MOU unless specifically

stated otherwise in the PA.

4.4. Annex A (Sample Project Arrangement), will be used as the general format for all PAs

under this MOU.

4.5. The PA Participants will provide Financial or Non-financial Contributions, or both,

which represent an equitable share of the total costs, including overhead costs, administrative

costs, and costs of claims of a Project. Each PA Participant will receive an equitable share of the

results of a Project.

10
SECTION V

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

5.1. This MOU will be directed and administered by a STANDARD Missile Cooperative

Council (SMCC). The PAs will be directed and administered by an organization consisting of a

PA SMCC and Project Officers (POs). In general, POs will not be colocated.

5.2. Each MOU Participant will provide a SMCC member for this MOU. The SMCC

members will take decisions on a unanimous basis and be responsible for:

5.2.1. Monitoring the overall effectiveness of the MOU;

5.2.2. Providing recommendations to the MOU Participants for amendments to

this MOU;

5.2.3. Providing recommendations to the MOU Participants for the addition of

new MOU Participants in accordance with Section XVI (Addition of New

Participants);

5.2.4. Fostering maximum cooperation among MOU Participants in the area of

upgrades and improvements related to STANDARD Missile; and

5.2.5. Designating a point of contact for equitable exchange of information for

the development and negotiation of potential PAs, in accordance with

Section 3.2.

5.3. The SMCC will be chaired by the U.S. SMCC member and will meet as necessary, but

at least once a year. In the event that the SMCC is unable to reach a timely decision on an issue

related to the overall MOU, each SMCC representative will refer the issue to its higher authority

for resolution. In the meantime, the approved PAs will continue to be implemented without

interruption.

5.4. Individual SMCC members or their designee will also serve as the PA SMCC

representatives for the PAs entered into under this MOU. The PA SMCC will be chaired by the

U.S. PA SMCC member and meet as necessary, but at least once a year. To maximize utility and

efficiency, SMCC and PA SMCC meetings will be coordinated to the maximum extent possible.

Decisions of the PA SMCC will be made unanimously. In the event that the PA SMCC is unable

to reach a timely decision, each PA SMCC representative will refer the issue to its higher

authority for resolution. In the meantime, the approved PAs will continue to be implemented

without interruption while the issue is being resolved by higher authority. PA SMCC members

will be responsible for effective implementation, efficient management, and executive-level

direction of the PA. Specific responsibilities include, but are not limited to:

11
5.4.1. Reviewing and approving the technical progress of the Project under the

PA;

5.4.2. Reviewing the financial status of the PA to ensure compliance with the

provisions of Section VI' (Financial Provisions) of this MOU and the

financial provisions established in the PA;

5.4.3. Reviewing and forwarding recommendations to the PA Participants for the

addition of new PA Participants, if applicable, in accordance with this

MOU and the PA;

5.4.4. Reviewing and forwarding to the PA Participants recommended

amendments to the PA in accordance with the PA;

5.4.5. Evaluating status reports submitted by the PO and recommending

corrective action if necessary;

5.4.6. Evaluating the distribution of work sharing in accordance with the

principles of Section VII (Work Sharing) and recommending corrective

action if necessary;

5.4.7. Monitoring Project Third Party Sales and Transfers authorized in

accordance with Section XIV (Third Party Sales and Transfers) of this

MOU and the PA;

5.4.8. Resolving issues brought forth by the POs; and

5.4.9. Approving plans to manage and control Project Equipment in accordance

with Section IX (Project Equipment) of this MOU and the PA.

5.5. Each PA will be directed and administered by Project Officers (POs) appointed by PA

Participants. Decisions of the POs will be made unanimously. In the event that the POs are

unable to reach a timely decision on an issue, the POs will refer the issue to the PA SMCC for

resolution. In the meantime, the PA will continue to be implemented without interruption under

the direction of the POs while the issue is being resolved by the PA SMCC.

5.6. For its respective PA, specific responsibilities of the POs include, but are not limited to:

5.6.1. Developing and forwarding to the PA SMCC for approval, plans to

manage and control Project Equipment, if any, provided by any PA

Participant in accordance with Section IX (Project Equipment) of this

MOU and the PA;

5.6.2. Maintaining oversight of the security aspects of a Project including the

appointment of a Project Security Officer and if applicable, developing,

maintaining, and obtaining approval from the appropriate Designated

12
Security Authority (DSA) of a Project Security Instruction and a

Classification Guide in accordance with Section XIII (Security);

5.6.3, Providing recommendations to the PA SMCC members for the addition of

new PA Participants, if applicable, in accordance with this MOU and the

PA;

5.6.4. Forwarding to the PA Participants recommendations for Third Party Sales

and Transfers in accordance with Section XIV (Third Party Sales and

Transfers) of this MOU and the PA;

5.6.5. Managing overall PA implementation, including technical, financial, and

schedule performance;

5.6.6. Recommending PA amendments to the PA SMCC member;

5.6.7. Referring issues to the PA SMCC that cannot be resolved by the POs; and

5.6.8. Providing reports to the PA SC as required.

5.7. Additional responsibilities and duties of the PA SMCC members and POs may be

detailed in the applicable PA.

13
SECTION VI

FINANCIAL PROVISIONS

6.1. This MOU creates no Financial or Non-financial responsibilities regarding individual

PAs. Detailed descriptions of the financial arrangements for a specific Project will be included

in the corresponding PA. These will include each PA Participant's share of the total cost of the

Project and, if jointly decided, a funding schedule.

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

the costs or on' whose behalf the costs are incurred:

6.2.1. Costs associated with national representation at meetings.

6:2.2. Costs incurred for participating in STANDARD Missile requirements

harmonization discussion and the information exchange described in

paragraph 3.2 Section III (Scope of Work) of this MOU.

6.2.3. Costs associated with any unique national requirements identified by a PA

Participant.

6.2.4. Any other costs not expressly stated as shared costs or any costs that are

outside the scope of this MOU.

6.3. A PA Participant will promptly notify the other PA Participants if available funds are

not adequate to fulfill its responsibilities under a PA. If a PA Participant notifies the other PA

Participants that it is terminating, withdrawing, or reducing its funding for a Project, all PA

Participants will immediately consult with a view- toward continuation on a modified basis. If

continuation on a modified basis is not possible then the withdrawal and teimination provisions

of the applicable PA will apply.

6.4. It may become necessary for one PA Participant to incur contractual or other obligations for

the benefit of other PA Participants prior to receipt of other Participants' funds under a PA. In

the event that a PA Participant incurs such obligations, those PA Participants will pay their

equitable share of such obligations, make funds available in such amounts and at such times as

may be required by the Contract or other obligations, and pay any damages and costs that may

accrue from the performance or cancellation of the Contract or other obligations in advance of

the time such payments, damages, or costs are due.

6.5. The cost of personnel assigned to PAs will be borne as follows:

6.5.1. The Host PA Participant will be responsible for all pay and allowances of

Host PA Participant personnel assigned to a PA,

14
6.5.2. Each Parent PA Participant which sends its Cooperative Project Personnel

(CPP) to a Project Office of a Host Participant will be responsible for the

following cost of its own CPP:

6.5.2.1. All pay and allowances.

6.52.2. Transportation of the CPP and their personal property to the place

of assignment in the Host PA Participant's nation prior to the

CPP's commencement of a tour of duty, and return transportation

of the foregoing from the place of assignment in the Host PA

Participant's nation upon completion or termination of the tour of

duty. The foregoing will apply to the CPP's dependents and their

personal property to the extent permitted under the laws and

regulations of the government of the Parent PA Participant.

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

of the CPP or the CPP's dependents, subject to the laws and

regulations of the government of the Parent PA Participant.

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

event of the death of the CPP or the CPP's dependents, subject to

the laws and regulations of the government of the Parent PA

Participant.

15
SECTION VII

WORKSHARE

7.1. The PA Participants will work toward the goal that the work to be perfoimed under the

PAs will be shared in proportion to the cost contribution of the PA Participants to the maximum

extent possible, consistent with high technical merit, reasonable cost, and the need to achieve the

timely, economical, and efficient execution of the Project. This work will encompass those

requirements contained in the Scope of Work of the PAs that are common to the Participants and

are funded under the Project.

7.2. Sources from all PA Participants will be permitted to bid on Project work. Each

Participant will encourage its Contractors to provide competitive opportunities to sources from

the other nations to participate in the work of the Project, provided that such participation does

not adversely impact the Project.

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

or commercial compensation in connection with this MOU and associated PAs that is not in

accordance with this MOU and associated PA.

16
SECTION VIII

CONTRACTING PROVISIONS

8.1. Each PA will detail each PA Participant's responsibility, if any, for Contracting for the

purposes of that PA. Each PA Participant will Contract in accordance with its respective

national laws, regulations, and procedures. The Contracting Agency's Contracting Officer will

be the exclusive source for providing contractual direction and instructions to the Contractors.

8.2. When one PA Participant individually Contracts to perform a task under a PA , it will

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

any liability arising from such Contracts without their prior written consent.

8.3. For all Contracting activities performed by a PA Participant the POs will cooperate

with the respective Contracting Agency in the areas of Contract procedures, Contract

negotiation, evaluation of offers, and Contract award. The POs will be provided with a copy of

all Statements of Work prior to the development of solicitations to ensure that they are consistent

with the provisions of this MOU and associated PAs. In addition, the Contracting Agency will

keep the POs advised of all financial arrangements with Contractors.

8.4. PA Participant(s) may make use of a PA Participant's Contracting Agency in the event

that Contracting on their behalf is required to implement the PA. The Contracting Agency so

used will place and manage Contracts in accordance with its respective national laws,

regulations, and procedures. However, the Contracting Agency will, when it facilitates

satisfying the objectives of this MOU, seek waivers of national regulations, procurement

procedures and practices.

8.5. Each PA Participant's Contracting Agency will insert into its Contracts (and require its

Contractors to insert in subcontracts) suitable provisions to satisfy the requirements of this MOU

and the relevant PA(s) including, Section X (Disclosure and Use of Project Infolination), Section

XI (Controlled Unclassified Infoimation), Section XIII (Security) and Section XIV (Third Party

Sales and Transfers) of this MOU. Each PA 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). During the Contracting process, the Contracting Agency will

advise prospective Contractors of their responsibility to provide immediate notification, before

Contract award, if they are subject to any license or agreement that will restrict their freedom to

disclose information or permit its use, and to employ their best efforts not to enter into any new

agreement or arrangement that will result in restrictions.

8.6. In the event a PA Participant's Contracting Agency prior to award 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 prospective Contractors of any

restrictions on the disclosure and use of Project Information, that PA Participant's Contracting

Agency will refer the matter to the POs, who will refer the matter to the PA SMCC members as

necessary.

17
8.7. A PO will promptly advise the other POs of any anticipated or actual cost growth,

schedule changes, delay, or performance problems of any Contractor for which its Contracting

Agency is responsible.

8.8. Upon mutual consent, consistent with Section II (Objectives) and the objectives of the

applicable PA, a PA Participant may contract for the unique national requirements of another PA

Participant.

18
SECTION IX

PROJECT EQUIPMENT

9.1. Each PA Participant may provide Project Equipment identified as being necessary for

implementing a PA to another PA Participant, Project Equipment will remain the property of the

providing Participant. A list of all Project Equipment, including replacement value, provided by

one PA Participant to another PA Participant will be developed and maintained by the POs and

approved by the PA SMMC,

9.2. The receiving PA Participant will maintain any such Project Equipment in good order,

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

Equipment to be expended or otherwise consumed without reimbursement to the providing PA

Participant, the receiving PA Participant will return the Project Equipment to the providing PA

Participant in as good condition as received, normal wear and tear excepted, or return the Project

Equipment and pay the cost to restore it. If the Project Equipment is damaged beyond

economical repair, the receiving PA Participant will return the Project Equipment to the

providing PA Participant (unless otherwise specified in writing by the providing PA Participant)

and pay its replacement value as specified in the list mentioned in paragraph 9.1, which shall be

computed pursuant to the providing PA Participant's national laws and regulations. If the

Project Equipment is lost or stolen while in the.custody of the receiving PA Participant, the

receiving.PA Participant will issue a certificate of loss to the providing PA Participant and pay

the replacement value as specified in the list mentioned in paragraph 9.1.

9.3. The providing PA Participant will deliver Project Equipment to the receiving PA

Participant at a mutually determined location. Possession of the Project Equipment will pass

from the providing PA Participant to the receiving PA Participant at the time of receipt of the

Project Equipment. Any further transportation is the responsibility of the receiving PA

Participant.

9.4. All Project Equipment that is transferred will be used by the receiving PA Participant

only for the purposes of carrying out the PA, unless otherwise consented to in writing by the

providing PA Participant. In addition, in accordance with Section XIV (Third Party Sales and

Transfers) Project Equipment will not be re-transferred to a Third Party without the prior written

consent of the providing PA Participant.

9.5. Project Equipment transferred to one PA Participant will be returned to the providing

PA Participant prior to withdrawal of either Participant or termination or expiration of the PA.

9.6. Any Project Equipment which is jointly acquired on behalf of the PA Participants for

use under a PA will be disposed of during the Project or when the Project ceases, as determined

by the POs.

I9
9.7. Disposal of jointly acquired Project Equipment may include a transfer of the interest of

one PA Participant in such Project Equipment to one of the other PA Participants, or the sale of

such equipment to a Third Party in accordance with Section XIV (Third Party Sales and

Transfers) of this MOU and, if applicable, the PA. The PA Participants will share the

consideration from jointly acquired Project Equipment transferred or sold to a Third Party in the

same ratio as costs are shared under a PA.

20
SECTION X

DISCLOSURE AND USE OF INFORMATION

10.1. The Participants may exchange information under this MOU through the SMCC or

SMCC designated representatives for the purposes of STANDARD Missile requirements

harmonization, for observing national STANDARD Missile systems and related efforts of one

Participant by the other Participants, and STANDARD Missile PA formulation, development,

and negotiations in accordance with Section III (Scope of Work) of this MOU. The disclosure

and use of information provisions that govern these information exchange activities are as

follows:

10.1.1. A Participant may use the information exchanged under this MOU for

information and evaluation purposes only. 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 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 its Contractors.

10.1.4. The Participants may exchange information under this MOU only where

both of the following conditions are met.

10.1.4.1. Infolination 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.

10.2. All MOU Participants recognize that successful collaboration in a PA depends on full

and prompt exchange of infoimation between PA Participants as necessary for carrying out the

PAs. PA Participants intend to acquire sufficient Project Information and rights to use such

information to enable research, development, test, evaluation, and transition to production

activities related to upgrades and improvements to STANDARD Missile. 'The nature and

amount of Project Information to be acquired under the PAs will be consistent with this MOU

and the associated PA.

21
10.3. Government Project Foreground Information

10.3.1. Disclosure: Project Foreground Information generated by a PA

Participant's military personnel or civilian employees will be disclosed

without charge to the other PA Participants.

10.3.2. Use: Each PA Participant may use all Government Project Foreground

Information without charge for Defense Purposes. The PA 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 PA Participant, upon request, will disclose to the other

PA Participants any relevant Government Project Background Information

generated by its military personnel or civilian employees, provided that:

10.4.1.1. such Project Background Information is necessary to or useful in

the Project, with the PA 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; and

10.4.1.3. disclosure is consistent with national disclosure policies and

regulations of the furnishing PA Participant.

10.4.2. Use: Government Project Background Information disclosed by one PA

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

Participants for Project Purposes only; however, the furnishing PA

Participant will retain all its rights with respect to such Project

Background Information. Where the use of Government Project

Background Infoimation is necessary to enable the use of Project

Foreground Information, such Government Project Background

Information may be used for Defense Purposes.

10.5. Contractor Project Foreground Information

10.5.1. Disclosure: Project Foreground Information generated and delivered by

Contractors, will be disclosed without charge to the PA Participants.

22
10.5,2. Use: Each PA Participant may use without charge for its Defense

Purposes all Contractor Project Foreground Information generated and

delivered by Contractors of another PA Participant. The PA 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 this 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 other PA Participants provided the following

provisions are met:

10.6.1.1. such Project Background Information is necessary to or useful in

the Project, with the PA 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; and

10.6.1.3. disclosure is consistent with national disclosure policies and

regulations of the furnishing PA Participant.

10.6.2. Use: Project Background Information furnished by one PA Participant's

Contractors and disclosed to the other PA Participants may be used

without charge by the other PA Participants for Project purposes only, and

may be subject to further restrictions by holders of proprietary rights;

however, the furnishing PA Participant will retain all its rights with respect

to such Project Background Information. Where the use of Contractor

Project Background Information is necessary to enable the use of Project

Foreground Information, such Contractor Project Background Information

may be used for Defense Purposes in accordance with such fair and

reasonable terms as are arranged with the Contractor.

10.7. Alternative Uses of Project Background Information

10.7.1. Any Project Background Information provided by one PA Participant will

be used by the other PA Participants only for the purposes set forth in this

MOU and the PA, unless otherwise consented to in writing by the

providing PA Participant.

23
10.8. Proprietary Project Information

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

and marked, and will be handled as Controlled Unclassified Information.

10.8.2. The provisions of the NATO Agreement on the Communication of

Technical Information for Defence Purposes, done at Brussels on 19

October 1970, and the Implementing Procedures for the 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. Where a PA Participant owns title to a Project Invention, or has the right

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

the other PA Participants regarding the filing of a Patent application for

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

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

provide the other PA Participants with the opportunity to file on behalf of

the PA Participant holding title, or its Contractors, as appropriate, Patent

applications covering that Project Invention: If a PA Participant having

filed or caused to be filed a Patent application decides to stop prosecution

of the application, that PA Participant will notify the other PA Participants

of that decision and permit the other PA Participants to continue the

prosecution.

10.9.2. The other PA Participants will be furnished with copies of Patent

applications filed and Patents granted with regard to Project Inventions.

10.9.3. The other PA Participants will acquire a non-exclusive, irrevocable,

royalty-free license to practice or have practiced, by or on behalf of the PA

Participant, throughout the world for Defense Purposes, any Project

Invention.

10.9.4. Patent applications to be filed under PAs which contain Classified

Information, will be protected and safeguarded in accordance with the

requirements contained in the NATO Agreement for the Mutual

Safeguarding of Secrecy of Inventions Relating to Defense and for Which

Applications for Patents Have Been Made, done in Paris on 21 September

1960, and its Implementing Procedures.

10.9.5. Each PA Participant will notify the other PA Participants of any Patent

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

performed under a Project. Insofar as possible, the other PA Participants

will provide information available to it that may assist in defending the

24
claim. Each PA Participant will be responsible for handling all Patent

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

PA Participants during the handling, and prior to any settlement, of such

claims.

10.9.6. The PA Participants will share the costs of resolving Patent infringement

claims according to the cost sharing arrangements in the applicable PA.

The PA Participants will, in accordance with their national laws and

practices, give their authorization and consent for all use and manufacture

in the course of work performed under the Project of any invention

covered by a Patent issued by their respective countries.

25
SECTION XI

CONTROLLED UNCLASSIFIED INFORMATION

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

originating Participant, Controlled Unclassified Information provided or generated pursuant to

this MOU will be controlled as follows:

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) and any applicable corresponding PA provisions.

11.1.2. Access to such information will be limited to personnel whose access is

necessary for the permitted use under subparagraph 11.1.1, and will be

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

and any applicable corresponding PA provisions.

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 provision, 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 Instruction.

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 Section.

26
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 Participants or by

employees of the other Participants' 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 a need-to-know.

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

Participant. Any infoiniation 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 another Participant

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

procedures of the host country. Requests for visits will bear the name of the MOU and

associated PA.

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

of the other Participants will be submitted through official channels in accordance with recurring

international visit procedures.

27
SECTION XIII

SECURITY

13.1. All Classiqed Information exchanged or generated in connection with this MOU and

corresponding PAs will be used, transmitted, stored, handled, and safeguarded in accordance

with the Participants' national security laws and regulations, to the extent that they provide a

degree of protection no less stringent than they provide for NATO Classified Information as set

forth in the document "Security Within the North Atlantic Treaty Organization" CM(2002)49, of

17 June 2002, and its subsequent amendments.

13.2. Classified Infonnation will be transferred only through official government-togovernment channels or through channels approved by the Designated Security Authorities

(DSAs) of the Participants. Such Classified Information will bear the level of classification,

denote the country of origin, the provisions of release, and the fact that the information relates to

this MOU and the associated PA.

13.3. Each Participant will take all lawful steps available to it to ensure that Classified

Information provided or generated pursuant to this MOU and associated PAs are protected from

further disclosure, except as permitted by paragraph 13.8, unless the other Participants consent to

such disclosure. Accordingly, each Participant will ensure that:

13.3.1. The recipient will not release the Classified Infonnation to any

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

without the prior written consent of the originating Participant in

accordance with the procedures set forth 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 and associated PAs.

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

information that is provided under this MOU and associated PAs.

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

grounds for suspecting that Classified Infonnation provided or generated pursuant to this MOU

and associated PAs have been lost or disclosed to unauthorized persons. Each Participant also

will promptly and fully inform the other Participants of the details of any such occurrences, and

of the final results of the investigation and of the corrective action taken to preclude recurrences.

13.5. If necessary, the POs will prepare a Project Security Instruction and a Classification

Guide for their respective PA.. Such Project Security Instruction and Classification Guide will

describe the methods by which Project Information and material will be classified, marked, used,

transmitted, and safeguarded. The Instruction and Guide will be developed by the PMs within

three months after a PA enters into effect. They will be reviewed and forwarded to the

28
Participants' DSA's for approval and will be applicable to all government and Contractor

personnel participating in the Project. The Classification Guide will be subject to regular review

and revision with the aim of downgrading the classification whenever this is appropriate. The

Project Security Instruction and the Classification Guide will be approved by the appropriate

DSA prior to the transfer of any Classified Information or Controlled Unclassified Information.

13.6. 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 or associated PAs, the DSAs will:

13.6.1. Ensure that such Contractor, prospective Contractor or subcontractor and

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

adequately.

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

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

Classified Information, if appropriate.

13.6.4. Ensure that all persons having access to the Classified Information are

informed of their responsibilities to protect the Classified Information in

accordance with national security laws and regulations, and provisions of

this MOU and associated PAs.

13.6.5. Carry out periodic security inspections of cleared facilities to ensure that

the Classified Information is properly protected.

13.6.6. Ensure that access to the Classified Information is limited to those persons

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

13.7. 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 the MOU and associated PAs only when

enforceable measures are in effect to ensure that nationals or other entities of a Third Party will

not have access to Classified Information. If enforceable measures are not in effect to preclude

access by nationals or other entities of a Third Party, the other PA Participants will be consulted

for approval prior to permitting such access.

13.8. For any facility wherein Classified Information is to be used, the responsible (PA)

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

effectively the responsibilities for safeguarding at such facility the information or material

pertaining to this MOU and associated PAs. These officials will be responsible for limiting

29
access to Classified Information involved in this MOU and associated PAs to those persons who

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

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

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

Classified Information in order to participate in a Project.

13.10. Information or material provided or generated pursuant to this MOU and associated

PAs maybe classified as high as SECRET. The existence of this MOU is UNCLASSIFIED and

the contents are UNCLASSIFIED.

30
SECTION XIV

THIRD PARTY SALES AND TRANSFERS

14.1. The Third Party sales and transfer provisions that govern the information exchange

activities under this MOU are in paragraph 14.2. Third Party sales and transfer provisions that

govern the activities under the PAs under this MOU are provided in paragraphs 14.3-14.6.

14.2. The provisions governing transfer of Information described in paragraph 3.2 in Section III

(Scope of Work) of this MOU are:

14.2.1. A Participant will not sell, transfer title to, transfer possession of, or

otherwise disclose Information received under this MOU to any Third

Party without the prior written consent of the originating Participant(s).

The originating Participant will be solely responsible for authorizing any

such sale, transfer, or disclosure and specifying the method and conditions

for implementing any such transfer, or disclosure,

14.3. Except to the extent permitted in paragraph 14.4, a PA Participant will not sell, transfer

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

either wholly or in part from the Project Foreground Information) to any Third Party without the

prior written consent of the other PA Participants. Furthermore, no PA Participant will permit

any such sale, disclosure, or transfer, including by the owner, without the prior written consent of

the other PA Participants. Such consent will not be given unless the government of the intended

recipient consents in writing with the other PA Participants that it will:

14.3.1. Not retransfer, or permit the further retransfer of, any equipment or

information provided; and

14.3.2. Use, or permit the use of, the equipment or information provided only for

the purposes specified by the PA Participants.

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

possession of Project Foreground Information:

14.41 Which is generated solely by either that PA Participant or that PA

Participant's Contractors in the performance of that PA Participant's work

allocation; and

14.4.2. Which does not include any Project Foreground Information or Project

Background Information of another PA Participant, and whose generation,

test, or evaluation has not relied on the use of Project Equipment of

another PA Participant.

31
14.5. In the event questions arise as to whether the Project Foreground Information (or any

item produced either wholly or in part from the Project Foreground Information) that a PA

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

within the scope of paragraph 14.4, the matter will be brought to the immediate attention of the

other PA Participants' POs. The PA Participants will resolve the matter prior to any sale or other

transfer of such Project Foreground Information (or any item produced either wholly or in part

from the Project Foreground Information) to a Third Party.

14.6. A PA Participant will not sell, transfer title to, disclose, or transfer possession of Project

Equipment or Project Background Information provided by another PA Participant to any Third

Party without the prior written consent of the PA Participant which provided such equipment or

information. The providing PA Participant will be solely responsible for authorizing such

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

transfers.

14.7. Sales or any other transfers to Third Parties of Project Foreground Information or any

equipment embodying such Information may attract a levy to be shared among PA Participants.

Prior to any such sale or other transfer, the amount of the levy and the procedures for assessing

and distributing such levy will be mutually deteiiiiined by all PA Participants, taking into

account their respective national laws, regulations, and procedures. Each PA Participant may

reduce or waive its portion of the levy, but no PA Participant will be denied its prerogative to

impose its portion of the levy.

32
SECTION XV

LIABILITY AND CLAIMS

15.1. For liability arising out of, or in connection with, activities undertaken in the

performance of official duty in the execution and for the benefit of the Program, the following

provisions will apply:

15.2. Each Participant waives all claims against the other Participants in respect to damage

caused.to its military or civilian personnel or damage caused to its property by personnel or

agents (which do not include contractors) of another Participant. If however, such damage

results from reckless acts or reckless omissions, willful misconduct or gross negligence of a

Participant, its personnel or agents, the costs of any liability will be borne by that Participant

alone.

15.3. Claims from third parties for damage of any kind caused by one of the Participants'

personnel or agents will be processed by the most appropriate Participant, as determined by the

Participants. The cost incurred in satisfying such claims will be borne by the Participants in the

same percentage as they share the shared costs of the Project. If however, such liability results

from the reckless acts or reckless omissions, willful misconduct or gross negligence of a

Participant's personnel or agents, the costs of any liability will be borne by that Participant alone.

15.4. In the case of damage caused to or by jointly acquired property of the PA Participants,

where the cost of making good such damage is not recoverable from other persons, such cost will

be borne by the PA Participants in the same percentage as they share the shared costs of the

Project.

15.5. Claims arising under any Contract awarded pursuant to Section VIII (Contracting

Provisions) will be resolved in accordance with the provisions of the Contract. The PA

Participants will not indemnify Contractors against liability claims by any other person or entity.

However, in exceptional circumstances (e.g., involving certain nuclear activity or other unduly

hazardous activity where the cost of insurance is excessively high) the Participants may consider

whether to indemnify Contractors against liability claims by any other person or entity.

33
SECTION XVI

ADDITION OF NEW PARTICIPANTS

16.1. It is recognized that potential additional participants may wish to join the MOU.

16.2. Unanimous consent of the Participants will be required to conduct discussions with

potential additional participants. The Participants will discuss the arrangements and formulate

the provisions under which additional participants might join. This will require an amendment to

this MOU by the Participants.

34
SECTION XVII

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

17.1. Insofar as existing laws and regulations of the PA Participants permit, the PA

Participants will endeavour to ensure that readily identifiable taxes, customs duties and similar

charges or quantitative/qualitative restrictions on imports and exports will not be imposed in

connection with this MOU and associated PAs.

17.2. The PA Participants concerned will endeavour to ensure that such taxes, customs duties

and similar charges from which relief is available as aforesaid do not enter into the price of

information or materials produced under this MOU and associated PAs. The PA Participants

will administer such taxes, customs duties and similar charges in the manner most favorable to

the satisfactory execution of the arrangements described in this MOU and associated PAs.

17.3. If taxes, customs duties, or similar charges are levied, they will be borne by the Pik

Participant of the country in which they are levied as a cost to that PA Participant over and above

that PA Participant's shared costs of the PA..

17.4. If, in order to apply European Union (EU) regulations, it is necessary to levy duties,

then these will be met by the EU member end recipient. To this end, parts or components of the

equipment coming from outside the EU will proceed to their final destinatiOn accompanied by

the relevant customs document enabling settlement of duties to take place. The method of

apportionment of such duties between EU member PA Participants will be decided by

consultation. They will be levied as a cost over and above the relevant EU PA Participant's

shared costs of the PA.

35
SECTION XVIII

SETTLEMENT. OF DISPUTES

Disputes among the Participants arising under or relating to this MOU and associated PAs will

be resolved only by consultation among the Participants and will not be referred to a national

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

36
SECTION XIX

GENERAL PROVISIONS

19.1. The working language for this MOU and associated PAs will be the English language.

19.2. All data and information generated and provided under this MOU and associated PAs

by one Participant to another Participant will be furnished in the English language.

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

their national laws. The responsibilities of the Participants will be subject to the availability of

funds for such purposes.

37
SECTION XX

AMENDMENT, WITHDRAWAL, TERMINATION, ENTRY INTO EFFECT, AND

DURATION

20.1. This MOO may be amended by written amendment signed by the Participants. A PA

under this MOU may be amended by written amendment signed by the PA Participants.

20.2. Any MOU Participant may withdraw from this MOU upon 90 days written notification

to the other MOU Participants. Such notice will be the subject of immediate consultation by the

SMCC, to decide upon the appropriate course of action.

20.3. Any PA Participant may withdraw from a PA under this MOU upon 90 days written

notification to the other PA Participants. Such notice will be the subject of immediate

consultation by the PA SMCC, to decide upon the appropriate course of action.

20.4. A withdrawing MOU or PA Participant will meet in full its commitments, financial or

otherwise, up to the end of the effective date of withdrawal. A withdrawing PA Participant will

pay any Contract modification or termination costs incurred under Contracts for the PA that

would otherwise not have been incurred but for the decision to withdraw from this MOU or PA.

However, the total financial contribution by any withdrawing PA Participant, including Contract

modification or termination costs, will in no event exceed the amount the withdrawing PA

Participant would have contributed had it remained in this MOU and associated PAs.

20.5. This MOU may be terminated at any time upon the unanimous written consent of the

Participants. In the event the Participants consent to terminate this MOU, the Participants will

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

equitable provisions. Upon termination of this MOU all PAs automatically terminate.

20.6. PAs under this MOU may be terminated at any time upon the unanimous written

consent of the PA Participants. In the event the PA Participants consent to terminate a PA, the

PA Participants will consult prior to the date of termination to ensure termination on the most

economical and equitable provisions.

20.7. The respective benefits and responsibilities of the MOU and PA Participants regarding

Section IX (Project Equipment), 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 XV (Liability and claims), and this Section XX (Amendment,

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

notwithstanding termination of, withdrawal from or expiration of this MOU and associated PAs.

20.8. This MOU, which consists of 20 Sections and two Annexes, will enter into effect upon

signature by all Participants and will remain in effect for 25 years. It may be extended by written

consent of the Participants.

38
DONE in the English language. The foregoing represents the understandings reached

among the Participants. Signed by the authorized representative of the Participants.

FOR THE FEDERAL MINISTRY OF

DEFEN►F THE FEDERAL REPUBLIC

OF GE '

S ignatur

f—t2.Ot 6-6-e( 

Name

(41-Le- pre,c,; 

Title (

620, '(0- 01.-00CF 

Date

3cvs - ko6Ce(402 

Location

39
DONE in the English language. The foregoing represents the understandings reached

among the Participants. Signed by the authorized representative of the Participants.

FOR THE MINISTER OF DEFENCE OF

THE KINGDOM OF - 1 ' RLANDS

RAM P.S. Bedet

Name

Chief of Naval Materiel

Title

21 October 2004 

Date

The Hague, The Netherlands 

Location

39.
DONE in the English language. The foregoing represents the understandings reached

among the Participants. Signed by the authorized representative of the Participants.

FOR THE MINISTER OF NATIONAL

DEFENCE F CANADA

Signature

R. Westwood, Commodore

Name

Director General, Maritime Equipment

Program Management 

Title

AC. dry-- 0'7

Date

Location

39
DONE in the English language, The foregoing represents the understandings reached

among the Participants. Signed by the authorized representative of the Participants.

FOR THE DEPARTMENT OF DEFENSE

OF THE TED STATES OF AMERICA

Assistant Secretary of the Navy (Research,

Development, and Acquisition) 

Title

3 Dec 2004

Date

Washington, DC

Location

39
ANNEX A

SAMPLE PROJECT ARRANGEMENT

PROJECT ARRANGEMENT NO.

TO THE

STANDARD MISSILE UPGRADES AND IMPROVEMENTS

MEMORANDUM OF UNDERSTANDING

DATED

BETWEEN

THE MINISTER OF NATIONAL DEFENCE OF CANADA

AND

THE FEDERAL MINISTRY OF DEFENCE OF THE FEDERAL REPUBLIC OF GERMANY

AND

THE MINISTER OF DEFENCE OF THE KINGDOM OF THE NETHERLANDS

AND

THE DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA

CONCERNING

(FULL DESIGNATION OF THE PROJECT)

40
TABLE OF CONTENTS

I INTRODUCTION

II DEFINITION OF TERMS AND ABBREVIATIONS

III OBJECTIVES

IV SCOPE OF WORK

V SHARING OF TASKS

VI BREAK DOWN AND SCHEDULE OF TASKS

VII MANAGEMENT

VIII FINANCIAL ARRANGEMENTS

IX CLASSIFICATION

X PRINCIPAL ORGANIZATIONS INVOLVED

XI LOAN OF MATERIALS, SUPPLIES AND EQUIPMENT

XII ENTRY INTO FORCE, DURATION AND TERMINATION
SECTION I

INTRODUCTION

This Project Arrangement concerning (name of Project) is entered into pursuant to the

Memorandum of Understanding (MOU) among the Minister of National Defence of Canada, the

Federal Ministry of Defence of the Federal Republic of Germany, the Minister of Defence of the

Kingdom of the Netherlands, and the Department of Defense of the United States of America,

for STANDARD Missile Upgrades and Improvements (Short Title: STANDARD Missile U&I

MOU) of

SECTION II

DEFINITION OF TERMS AND ABBREVIATIONS 

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

STANDARD Missile U&I MOU.)

The objectives of this

SECTION III

OBJECTIVES 

PA are:

a. the development of

the improvement of

SECTION IV

SCOPE OF WORK

The following work will be undertaken under this. PA.

a. Develop

Evaluate

c. Design, fabricate and test

42
SECTION V

SHARING OF TASKS (ROLES AND RESPONSIBILITIES)

The sharing of tasks will be as follows:

The U.S. DoD will

b. The MoD of Germany will

c. The MoD of The Netherlands will

d. The MoD of Canada will

e. DoD and (applicable) MoDs will jointly

SECTION VI 

BREAK DOWN AND SCHEDULE OF TASKS 

(Use this format when the tasks covered under this Project may be performed using

multiple phases, requiring milestones or decision points.)

The Project will proceed according to the following phases and schedule:

Phase 1 Start End

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

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

Phase 2 Start End 

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)

(Acid as many phases as necessary.)

43
SECTION VII

MANAGEMENT

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

organization consisting of a STANDARD Missile Cooperative Council (SMCC) and one Project

Officer (PO) from each Participant. The SMCC members are:

U.S. Title/Position

Organization

Address

Netherlands Title/Position 

Organization 

Address

Germany Title/Position

Organization

Address

Canada Title/Position 

Organization 

Address

44
2. The POs are:

U.S. PO Title/Position 

Organization 

Address

Netherlands PO Title/Position

Organization

Address

Germany PO Title/Position 

Organization 

Address

ICanada PO Title/Position

Organization

Address

3. (If a joint project office will be established, identify it here). A Project Office will be

established in (name of Participant's locations)

4. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under

Section V of the STANDARD Missile U&I MOIL

Also, if a PA will involve assignment of CPPs, add the following paragraph:

4.X. Any Participant may assign CPP to the other Participants' facilities to'assist in

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

45
administrative support to CPP of the other Participant in accordance with the Host

Participant's normal practice. CPP will be subject to the normal procedures and

regulations of the Host Participant. Provisions for the CPP provided are described .

in Annex (B) to the STANDARD Missile Upgrades and Improvements MOU.)

SECTION VIII 

FINANCIAL ARRANGEMENTS 

The cost of performance of the tasks under this PA will not exceed U.S.$

Cooperative efforts of the Participants over and above the jointly agreed tasks set forth in the

SCOPE OF WORK and SHARING OF TASKS and FINANCIAL ARRANGEMENTS sections

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

(If a PA will not involve one Participant contracting for another Participant, and no

funds will be exchanged between the Participants, use the following format for the

Financial Arrangements.)

Alternative 1

The DoD tasks will not cost more than U S $ •

The MODs' tasks will not cost more than Canadian $ or Euros:

Or Alternative 2:

(If a PA will involve one Participant contracting for another Participant or all

Participants, or the Participants will transfer or exchange funds among them, use

the following format for the Financial Arrangements.)

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

U.S.

GER

RNLN

Canada

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

the PA. will be funded. Identify both financial (funds) and non-financial (range time, use of

equipment, etc.) contributions and identify the amount of funds to be transferred between

the Participants.)

(If necessary, a Financial Management Procedures Document (FMPD) will be developed

by the POs. Any such FMPD will be submitted to the PA SMCC for approval. The FMPD

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

procedures for monetary contributions anticipated for this PA.)

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SECTION IX

CLASSIFICATION

Only one of the three following possibilities must be selected:

a No Classified Information will be exchanged under this PA;

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

Confidential; or

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

Secret.

SECTION X

PRINCIPAL ORGANIZATIONS INVOLVED

(List government laboratories, research centers, and other organizations for the

U.S., Netherlands, Germany, and Canada, including the responsible organization

for configuration control, if applicable.)

SECTION XI

LOAN OF MATERIALS, SUPPLIES AND EQUIPMENT

Include appropriate language as necessary.

NOTE:

In the event that the collaborative efforts under the PA require the provision of

Project. Equipment to any Participant, then a list of such Project Equipment must be

developed and maintained by the POs. If a Project Equipment list is required, the

following is an example of such a list.

Providing

Participant

Receiving

Participant

QTY Description Part/

Stock #

Consumables \

Non-Consumables

Approx

Value

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SECTION XII

ENTRY INTO EFFECT, DURATION AND TERMINATION

This PA will enter into force upon the last

signature and will remain in effect for years unless teiiiiinated.

DONE in the English language.

FOR THE DEPARTMENT OF DEFENSE FOR THE MINISTER OF NATIONAL

OF THE UNITED STATES OF AMERICA DEFENCE OF CANADA

Signature Signature

Name Name

Title Title

Date Date

Location Location

FOR THE FEDERAL MINISTRY OF FOR THE MINISTER OF DEFENCE OF

DEFENCE OF THE FEDERAL REPUBLIC THE KINGDOM OF THE

OF GERMANY NETHERLANDS

Signature Signature

Name Name

Title Title

Date Date

Location Location

4 8
ANNEX B 

COOPERATIVE PROJECT PERSONNEL

1.0. Purpose and Scope

1.1. This Annex establishes the provisions that will govern the conduct of Cooperative

Project Personnel (CPP). The Parent PA Participant will assign military members or civilian

employees to the Host PA Participant project office in accordance with the PA and this Annex.

CPP must be able to perform all the responsibilities assigned to them under a PA,

Commencement of assignments will be subject to any requirements that may be imposed by the

Host PA Participant or its government regarding acceptance of CPP, such as, but not limited to,

visas and visit request documentation. The PA SMCC will determine the length of tour for the

positions at the time of initial assignment.

1.2. CPP will be assigned to the Host PA Participant's project office for Project work

and will report to the host PA Participant PO regarding that work. The POs will be responsible

for the creation of a document describing the duties of each CPP position, which will be subject

to approval by the PA SMCC. CPP may act as liaison officers on non-Project work on a caseby-case basis, if authorized by the Host PA Participant upon the request of the CPP's PA

Participant. Such CPP may act from time to time on behalf of their respective PA SMCC

member if the former so authorized in writing.

1.3. CPP will not be assigned to positions that would require them to exercise

responsibilities that are reserved by law or regulation to an officer or employee of the Host PA

Participant's government.

2.0. Security

2.1. The Host PA Participant will establish the 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 PA Project Security Instruction (PSI) and

Classification Guide (CG). Access to Classified Information and facilities in which Classified

Information is used will be consistent with, and limited by, Section II (Objectives) and Section

III (Scope of Work) of this MOU, and the associated PA, and will be kept to the minimum

required to accomplish the work assignments.

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

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

2.3. The Host PA Participant and Parent PA Participant will use their best efforts to

ensure that CPP assigned to the Host PA Participant's project office are aware of, and comply

with, applicable laws and regulations as well as the requirements of Section XI (Controlled

Unclassified Information), Section XII (Visits to Establishments), Section XIII (Security), and

49
paragraph 19.,6 of Section XX (Amendment, Withdrawal, Termination, Entry into Force/Effect,

and Duration) of this MOU and the provisions of the PA PSI and CO,

2.4. Upon or shortly after a CPP's arrival, the Host PA Participant PO will be

responsible for informing CPP about applicable laws, orders, regulations, and customs and the

need to comply with them. Prior to commencing assigned duties, CPP will, if required by the

Host PA Participant's government laws, regulations, policies, or procedures, sign a certification

concerning the conditions and responsibilities of CPP. CPP will at all times be required to

comply with the security and export control laws, regulations, and procedures of the Host PA

Participant's government. Any violation of security procedures by CPP during their assignment

will be reported to the Parent PA Participant for appropriate action. CPP committing significant

violations of security and export control laws, regulations, or procedures during their

assignments will be withdrawn from the Project with a view toward appropriate administrative or

disciplinary action by their Parent PA Participant.

2.5. All Classified Infoimation made available to CPP will be considered as Classified

Information furnished to the Parent PA Participant, and will be subject to all provisions and

safeguards provided for in Section XIII (Security), and the PA PSI and CG.

2.6. CPP will not have personal custody of Classified lamination or Controlled

Unclassified Information unless approved by the Host PA Participant and as authorized by the

Parent PA Participant. They will be granted access to such Information in accordance with

Section XI (Controlled Unclassified Information), Section XIII (Security) of this MOU, the PA

and the PA PSI during normal duty hours at the Host PA Participant's project office when access

is necessary to perform Project work.

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

PA Participant for requests and/or transmission of Classified Information or Controlled

Unclassified Information unless specifically authorized by the PA PSI.

3.0. Technical and Administrative Matters

3.1. Consistent with Host PA Participant's government laws and regulations, CPP will be

subject to the same restrictions, conditions, and privileges as Host PA Participant personnel of

comparable rank and in comparable assignments. Further, to the extent authorized by Host PA

Participant's government laws and regulations, CPP and their authorized dependents will be

accorded:

3.1.1. Exemption from any Host PA Participant's government tax upon income

received from the Parent PA Participant.

3.1.2. Exemption from any Host PA Participant's government 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.

50
3.2. CPP will also be provided briefings arranged by the Host PA Participant's project

office regarding entitlements, privileges, and obligations such as:

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

dependents at Host PA Participant medical facilities, subject to the requirements

of applicable laws and regulations, including reimbursement requirements.

3.2.2. Purchasing and patronage privileges at military commissaries, exchanges,

theaters, and clubs for CPP and their dependents, subject to the requirements of

applicable laws and regulations.

3.2.3. Responsibility of CPP and their accompanying dependents to obtain motor

vehicle liability insurance coverage in accordance with the laws and regulations

applicable in the area where they are residing. In case of claims involving the use

of private motor vehicles by CPP, the recourse will be against such insurance.

3.3. The Host PA Participant PO will, in consultation with the CPP, establish standard

operating procedures for CPP in the following areas:

3.3.1. Working hours, including holiday schedules.

3.3.2. Leave authorization, consistent to the extent possible with the military and

civilian personnel regulations and practices of the Host PA Participant and Parent

PA Participant.

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

civilian personnel regulations and practices of the Host PA Participant and. Parent

PA Participant.

3.3.4. Performance evaluations, recognizing that such evaluations will be

rendered in accordance with the Parent PA Participant's military or civilian

personnel regulations and practices.

3.4. CPP committing an offense under the laws of the government of the Host PA

Participant or Parent PA Participant may be withdrawn from a Project with a view toward

further administrative or disciplinary action by the Parent PA Participant. Disciplinary

action, however, will not be taken by the Host PA Participant against CPP, nor will the

CPP exercise disciplinary powers over the Host PA Participant's personnel. In

accordance with Host PA Participant's government laws and regulations, the Host PA

Participant will assist the Parent PA Participant in carrying out investigations of offenses

involving CPP.

51