TREATIES AND OTHER INTERNATIONAL ACTS SERIES 11-428 

________________________________________________________________________ 

DEFENSE 

Research and Development 

 Agreement Between the 

UNITED STATES OF AMERICA 

and SINGAPORE 

Signed at Washington 

April 22 and 28, 2011 

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.” 
SINGAPORE 

Defense: Research and Development 

 Agreement signed at Washington 

 April 22 and 28, 2011; 

 Entered into force April 28, 2011. 

 With annexes. 
FOR

RESEARCH, DEVELOPMENT, TESTING, AND EVALUATION PROJECTS

CERTIFICATE OF AUTHENTICITY

I hereby certify this copy of the U.S.DoD-SN MINDEF RDT&E

Projects Agreement is a certified true copy of the original

Agreement Between the Department of Defense of the United States

of America and the the Ministry of Defence of the Republic of

Singapore for Research, Development, Testing, and Evaluation

Projects and its signatures. The Office of the Under Secretary

of Defense (Acquisition, Technology, and Logistics)

International Cooperation/International Negotiations maintains

custody of the signed copy of this Agreement.

WrigLiht! h Yarborough, YA-2 

/

Office of the Under Secretary of

Defense (Acquisition, Technology,

and Logistics)
TABLE OF CONTENTS

PREAMBLE 3

ARTICLE I 4

DEFINITIONS 4

ARTICLE II 8

OBJECTIVE 8

ARTICLE III 9

SCOPE OF WORK 9

ARTICLE IV 10

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 10

ARTICLE V 13

FINANCIAL PROVISIONS 13

ARTICLE VI 16

CONTRACTUAL PROVISIONS 16

ARTICLE VII 18

EQUIPMENT AND MATERIAL 18

ARTICLE VIII 20

DISCLOSURE AND USE OF PROJECT INFORMATION 20

ARTICLE IX 26

CONTROLLED UNCLASSIFIED INFORMATION 26

ARTICLE X 27

VISITS TO ESTABLISHMENTS 27

ARTICLE XI 28

SECURITY 28

ARTICLE XII 31

THIRD PARTY SALES AND TRANSFERS 31

ARTICLE XIII 33

LIABILITY AND CLAIMS 33

ARTICLE XIV 35

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 35

ARTICLE XV 36

SETTLEMENT OF DISPUTES 36

ARTICLE XVI 37

LANGUAGE 37

ARTICLE XVII 38

AMENDMENT, TERMINATION, ENTRY INTO FORCE, AND DURATION 38

ANNEX A

MODEL PROJECT AGREEMENT A-1

ANNEX B

MODEL WORKING GROUP (WG) TERMS OF REFERENCE (TOR) 13-I
PREAMBLE

The Department of Defense of the United States of America (DoD) and the Ministry of Defence of

the Republic of Singapore (MINIM:). hereinafter referred to as the "Parties":

I laving a common interest in defense;

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

interoperability of military equipment;

Seeking to make the best use of their respective research and technology development

capacities, eliminate unnecessary duplication of work, encourage interoperability, and

obtain the most efficient and cost-effective results through cooperation in Research,

Development, Test, and Evaluation Projects;

Desiring to improve their respective conventional defense capabilities through the

application of emerging technology; and

Recognizing the Parties' successful cooperation under the Memorandum of Agreement

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

Defence of the Republic of Singapore for Research, Development, Testing and Evaluation

(RDTE Agreement), which entered into force on February 21, 2003;

Have reached the following agreement:

Note:
ARTICLE

DEFINITIONS

For the purposes of this Agreement and any of its specific Project Agreements (PAs) the

following definitions shall apply:

Classified Information Official Information that requires protection in the interests of national-1

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 Any mutually binding legal relationship under national laws that

obligates a Contractor to furnish supplies or services, and obligates one

or both of the Parties to pay for them.

Contracting The obtaining of supplies or services by Contract from sources outside

the governmental organizations of the Parties. Contracting includes a

description (but not determination) of supplies and services required,

solicitation and selection of sources, preparation and award of

Contracts, and all phases of Contract administration.

Contracting Agency The entity within the governmental organization of a Party that has

authority to enter into, administer, or terminate Contracts.

Contracting Officer A person representing a Contracting Agency of a Party who has the

authority to enter into, administer, or terminate Contracts.

Contractor Any entity awarded a Contract by a Party's Contracting Agency.

Contractor Support

Personnel

Persons specifically identified as providing administrative, managerial,

scientific, or technical support services to a Party under a support

Contract.

Controlled

Unclassified

Information

Unclassified Information to which access or distribution limitations

have been applied in accordance with applicable national laws or

regulations. It could include Information that has been declassified but

remains controlled.

4
Cooperative Project

Personnel (CM')

Military members or civilian employees of a Parent Party assigned to a

joint project office or the other Party's facilities who perform

managerial, engineering, technical, administrative, Contracting,

logistics, financial, planning, or other functions in furtherance of a

Project.

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

forces of either Party.

Designated Security

Authority (DSA)

The security authority designated by national authorities to be

responsible for the security aspects of this Agreement.

Equipment and

Material

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

tooling, or test equipment jointly acquired or provided for use in a PA

under this Agreement.

Financial Costs Project costs met with monetary contributions.

Host Party The Party whose nation serves as the location of a joint project office or

to whose facility a CPP is assigned.

Information Knowledge that can be communicated by any means, 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 Intellectual

Property rights.

Intellectual Property In accordance with the World Trade Organization Agreement on Traderelated Aspects of Intellectual Property Rights of April 15, 1994, all

copyright and related rights, all rights in relation to inventions

(including Patent rights), all rights in registered and unregistered

trademarks (including service marks), registered and unregistered

designs, undisclosed Information (including trade secrets and knowhow), layout designs of integrated circuits, geographical indications,

and any other rights resulting from creative activity in the industrial.

scientific, literary, and artistic fields.

Non-financial Costs Project costs met with non-monetary contributions.

5
Parent Party The Party that sends its CPP to a joint project office located in the

nation of the other Party or to the facilities of the other Party.

Party A signatory to this Agreement, or in the case of PAs a signatory to a PA

under this Agreement, represented by its military or civilian personnel.

Contractors and Contractor Support Personnel shall not be

representatives of a Party under this Agreement or PAs under this

Agreement.

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

Government of the right to exclude others from making, using,

importing, selling, or offering to sell an invention. The term refers to

any and all patents including, but not limited to, patents of

implementation, improvement or addition, petty patents, utility models,

appearance design patents, registered designs, and inventor certificates

or like statutory protection, as well as divisions, reissues, continuations,

renewals, and extensions of any of these.

Project Specific collaborative activity described in a PA.

Project Agreements

(PAs)

Individually negotiated separate agreements concluded under this

Agreement that detail the terms of collaboration on a specific Project.

Project Background

Information

Information not generated in the performance of a Project.

Project Foreground

Information

Information generated in the performance of a Project.

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

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

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 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.

6
Prospective Contractor Any entity that seeks to enter into a Contract to be awarded by a Party's

Contracting Agency and that, in the case of a solicitation involving the

release olexport-controlled Information, is eligible to receive such

Information.

Third Party A government other than the Government of a Party and any person or

other entity whose government is not the Government of a Party.

7
ARTICLE II

()13.IECTIVE

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

that shall apply to the initiation, conduct, and management of research, development, test, and

evaluation activities detailed in separate Project Agreements (PAs) between representatives

authorized in accordance with national procedures of the Parties. These PAs shall be entered into

pursuant to this Agreement and shall incorporate by reference the terms of this Agreement. This

Agreement shall allow the exchange of Information, including for the purpose of harmonizing the

Parties' military requirements to assist in better defining potential future cooperative efforts under

this Agreement.

2.2. Detailed terms and conditions of each individual PA shall be consistent with this

Agreement. Each PA shall include specific provisions concerning the objectives, scope of work,

sharing of work, management structure, financial arrangements, and security classification for the

applicable PA in accordance with the format set forth in Annex A (Model Project Agreement) of

this Agreement, to the extent applicable and practical.

2.3. This Agreement supersedes the current RDTE Agreement established February 21, 2003,

which shall terminate upon the entry into force of this Agreement, except as follows:

2.3.1. The RDTE Agreement established February 21, 2003, shall remain in force as to all

PAs that were entered into under the RDTE Agreement and that have not expired prior to

entry into force of this Agreement. For the purpose of each of those PAs, the duration

period of the RDTE Agreement shall be the same as the PA duration period specified in

each PA.

8
ARTICLE III

SCOPE OF WORK

3.1. The scope of work for this Agreement shall encompass collaboration in research,

development, testing, and evaluation potentially leading to new or improved military capability.

PAs may encompass one or more of the following activities: basic research; applied research:

advanced technology development; concept of operation studies and analyses; advanced concept

technology demonstrations; system prototypes; system development and demonstration

(engineering and manufacturing development); developmental test and evaluation of system and

subsystem efforts; and evolutionary acquisition or spiral development efforts associated with lowrate initial production or production programs.

3.2. Information may be exchanged for the purpose of harmonizing the Parties' requirements

and formulating, developing, and negotiating potential PAs under this Agreement. If Information

is exchanged but no PA is signed, or Information is exchanged before a PA is signed, the receiving

Party shall use such exchanged Information only for information and evaluation purposes and shall

not disclose or transfer such exchanged Information to a Third Party. The receiving Party shall not

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

Personnel, without the specific prior written consent of the furnishing Party.

3.3. Working Groups (WGs) may be established to attempt to harmonize the Parties' research,

development, test, and evaluation requirements. WGs normally shall be limited in scope to a welldefined area and shall endeavor to assess issues based on Information provided by both Parties in

such a way as to arrive at a jointly determined position within a set time period. WGs shall have

their own written terms of reference (TOR), using the format set out in Annex B (Model Working

Group Terms of Reference) of this Agreement. The Information exchanged in WGs shall be

subject to the disclosure and use limitations on Information that are described in paragraph 3.2. of

this Article.

3.4. This Agreement does not preclude the Parties from entering into any other agreement in the

area of research and development.

9
AR rink iv

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

4.1. "[he Director, International Cooperation, in the Office of the Under Secretary of Defense

(Acquisition, Technology, and Logistics) (or successor in the event of reorganization) is

designated the United States (U.S.) Agreement Director (U.S. Al)). The Chief Research and

Technology Officer, in the Republic of Singapore Ministry of Defence (MINDEF) is designated

the Singapore Agreement Director (Singapore Al)). The Agreement Directors (ADs) shall be

responsible for:

4.1.1. Monitoring implementation of this Agreement and exercising executive-level

oversight;

4.1.2. Monitoring the overall use and effectiveness of the Agreement;

4.1.3. Recommending amendments to this Agreement to the Parties; and

4.1.4. Resolving issues brought forth by the Management Agents (MAs).

4.2. The appropriate U.S. military department acquisition executive or defense agency director

(or designee) is designated the U.S. MA for those Projects within the respective military

department or defense agency. The Assistant Chief Research and Technology Officer of the

Singapore Ministry of Defence (or designee) is designated the Singapore MA. The MAs shall be

responsible for:

4.2.1. Establishing PAs in accordance with this Agreement and national policies and

procedures;

4.2.2. Establishing a management structure for each PA, considering its scope and the

requirement for a Steering Committee (SC);

4.2.3. Appointing Project Officers (POs), and, as appropriate. SC members;

4.2.4. Providing administrative direction to SCs, if established, or POs if there is no

SC;

4.2.5. Designating a point of contact for exchange of Information to harmonize

requirements and for the formulation, development, and negotiation of potential

PM, in accordance with paragraph 3.2. of Article III (Scope of Work) of this

Agreement;

10
4.2.6. Approving and signing TORs for WGs in accordance with paragraph 3.3. of

Article III (Scope of Work) of this Agreement subject to any applicable national

requirements for authorization of TOR signature;

4.2.7. Resolving issues brought forth by the SC or, if no SC is established, by the POs;

4.2.8. Approving plans for disposal ofjointly acquired Equipment and Material if no

SC is established; and

4.2.9. Forwarding issues, when necessary, to the ADs for resolution.

4.3. If an SC is established under a particular PA, it shall be responsible for:

4.3.1. Providing policy and management direction to the POs during PA execution;

4.3.2. Monitoring overall PA implementation, including technical, cost, and schedule

performance against requirements;

4.3.3. Approving plans for transfers of Equipment and Material or disposal of jointly

acquired Equipment and Material, in accordance with Article XII (Third Party

Sales and Transfers) of this Agreement;

4.3.4. Resolving issues brought forth by the POs;

4.3.5. Maintaining oversight of the security aspects of a Project;

4.3.6. Approving assignment of CPP at a joint project office (JPO) or the other Party's

facilities in accordance with the provisions set out in Appendix 1 to Annex A

(Model Project Agreement) of this Agreement;

4.3.7. Appointing a Project security officer;

4.3.8. Establishing the detailed financial procedures of a PA in the event that one Party

contracts on behalf of the other Party or on behalf of both Parties;

4.3.9. Reporting status and activity of assigned PAs on an annual basis to the MAs and

ADs;

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

authorities of the Party concerned, any export control issues raised by the POs

in accordance with subparagraph 4.4. of this Article or raised by a Party's SC

representative in accordance with subparagraph 8.1.2.4. of Article VIII

(Disclosure and Else of Project Information) of this Agreement: and
4.3.1 I. Monitoring Third Party sales and transfers authorized in accordance with

Article XII (Third Party Sales and Transfers) of this Agreement.

4.4. In accordance with the terms of each PA, the POs shall have primary responsibility for

effective implementation, efficient management, and direction of the applicable PA, including

managing technical, cost, and schedule performance against requirements. The POs shall monitor

export control arrangements required to implement each PA and, if applicable, shall immediately

refer to the SC (or the MAs if there is no SC) any export control issues that could adversely affect

the implementation of the PA. Additionally, the POs shall have the responsibilities under

paragraph 4.3. of this Article if no SC is established for their PA, except that the MAs shall be

responsible fir resolving issues brought forth by the POs and for approving plans for the disposal

ofjointly acquired Equipment and Material. The POs shall also maintain a list of all Equipment

and Material transferred by either of the Parties.

4.5. In accordance with the terms of a PA concluded under this Agreement that includes the

provisions set out in Appendix I to Annex A (Model Project Agreement) of this Agreement, a

Party may assign CPP to a JPO or the other Party's facilities to assist in the implementation of the

PA.

4.6. The MAs, SCs, and POs shall meet as required, alternately in the United States and

Singapore. The Chairman for each meeting shall be the senior official of the Party hosting the

meeting. During such meetings, all decisions shall be made unanimously, with each Party having

one vote. In the event that the Parties are unable to reach a timely decision on an issue, each Party

shall refer the issue to its higher authority for resolution. In the meantime, the applicable PA shall

continue to be implemented without interruption under the direction of the POs while the issue is

being resolved by higher authority.

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ARTICLE V

FINANCIAL PROVISIONS

5.1. Each Party shall contribute its equitable share of the full Financial and Non-financial Costs

of each PA, including overhead costs, administrative costs, and cost of claims, and shall receive an

equitable share of the results of each PA.

5.2. The financial provisions for a PA, including the total cost of the PA and each Party's share

of the total cost, shall be included in the PA in accordance with Annex A (Model Project

Agreement) of this Agreement.

5.3. Both Parties shall perform, or have performed their tasks and shall use their best efforts to

perform the tasks within the cost estimates specified in each PA. Both Parties shall bear the full

Financial Costs and Non-financial Costs they incur for performing, managing, and administering

their own activities under this Agreement and participation in each PA, including their share of the

costs of any Contracts under paragraph 5.11. of this Article.

5.4. The following costs shall be borne entirely by the Party incurring the costs or on whose

behalf the costs are incurred and shall not be considered to be part of the total cost of a PA:

5.4.1. Costs associated with any unique national requirements identified by a Party: and

5.4,2. Any other costs not expressly stated as shared costs or any other costs outside the

scope of this Agreement and its PAs.

5.5. For PM with shared costs that involve the establishment of a JPO with CPP assignments,

the PA shall address the financial and non-financial contributions required for JPO administration

and associated support services including, but not limited to, JPO costs of travel incurred in

support of Project efforts, JPO training costs, Contract award, Contract administration, office

space, security services, information technology services, communications services, and supplies.

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

described in paragraph 5.5. of this Article, the cost of personnel in the JPO or in the other Party's

facilities shall be borne as follows:

5.6.1. - The Host Party shall bear the costs of all pay and allowances of I lost Party

personnel assigned to the JPO.

5.6.2. The Parent Party shall hear the following CPP-related costs:

5.6.2.1. All pay and allowances of CPP assigned to the PO or to the other

Party's facilities.

I3
5.6.2.2. Transportation of the CPP, CPP dependents, and their personal

property to the place of assignment in the I lost Party's nation prior to the CPP's

commencement of a tour of duty in the JPO or the other Party's facilities, and

return transportation of the foregoing from the place of assignment in the host

Party's nation upon completion or termination of the CPP assignment.

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

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

Party's Government.

5.7. For PAs without shared costs that involve the assignment of one Party's CPP to the facilities

of the other Party, the Parties shall bear the costs as set forth in paragraph 5.6. of this Article, except

that the Elost Party shall also bear the assignment-related administrative and support costs such as

CPP costs of travel incurred in support of a PA, CPP-related training, office space, security services,

information technology services, communications services, and supplies.

5.8. A Party shall promptly notify the other Party if available funds will not be adequate to

fulfill its obligations as agreed under a PA. If a Party notifies the other Party that it is terminating

or reducing its funding for a Project, both Parties shall immediately consult with a view toward

continuation on a modified basis.

5.9. For each PA, the POs shall be responsible for establishing the financial management

procedures under which the Project shall operate. In the event that a Party contracts on behalf of

the other Party or on behalf of both Parties, those procedures, which must accord with the national

accounting and audit requirements of the Parties, shall be detailed in a Financial Management

Procedures Document (FMPD) prepared by the POs and subject to the approval of the SC, if one is

established.

5.10. If one Party contracts on behalf of the other Party or on behalf of both Parties for a Project,

each Party shall provide its funds for the applicable Contracts in accordance with the estimated

schedule of financial contributions contained in the FMPD, which shall be consistent with

paragraph 5.1 I . of this Article.

5.11. The Parties recognize that, in performing Contracting responsibilities for the other Party or

both Parties in accordance with a PA, it may become necessary for the Contracting Party to incur

contractual or other obligations for the benefit of the other Party or both of the Parties prior to the

receipt of the other Party's funds. In the event that the Contracting Party incurs such contractual or

other obligations, the other Party shall pay its equitable share of the Contract or other obligation,

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

or other obligation and shall pay its equitable share of any damages and costs that may accrue from

the performance or cancellation of the Contract or other obligation in advance of the time such

payments. damages, or costs are due.

I4
5.12. Bach Party shall be responsible for the audit of the procurement activities for which it is

responsible tinder a Project in accordance with its national practices. For PAs under which funds

are transferred between the Parties, the receiving Party shall be responsible for the internal audit

regarding administration of the other Party's Project funds in accordance with the receiving Party's

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

Party to the other Party.

15
ARTICLE VI

CONTRACTUAL. PROVISIONS

6.1. If either Party determines that Contracting is necessary to fulfill that Party's obligations

under the scope of work of a PA, that Party shall contract in accordance with its respective national

laws, regulations, and procedures.

6.2. When one Party individually contracts to carry out a task under a PA, it shall be solely

responsible for its own Contracting, and the other Party shall not be subject to any liability arising

from such Contracts without its prior consent.

6.3. The POs may make use of a Party's Contracting Agency in the event that Contracting on

behalf of the other Party or both Parties is required to implement a PA. The Contracting Agency

so used shall place contracts in accordance with its respective national laws, regulations, and

procedures with such waivers and deviations from those regulations and procedures as its

procedures permit and as deemed necessary to implement the PA. The Contracting Party's

Contracting Officer shall be the exclusive source foeproviding contractual direction and

instructions to Contractors for Contracts awarded by that Party.

6.4. For all Contracting activities performed by either Party for the benefit of the other Party or

both Parties, the POs shall, upon request, be provided a copy of all statements of work prior to the

issuance of solicitations to ensure that they are consistent with the provisions of this Agreement

and the applicable PA. The Contracting Officer shall keep the POs advised of all significant

developments associated with award and performance of Project Contracts awarded for the other

Party or both Parties, and shall keep the POs advised of all financial arrangements with the prime

Contractor.

6.5. For all Contracting activities performed by either Party, each Party's Contracting Agency

shall insert into its prospective Contracts (and require its Contractors to insert in subcontracts)

suitable conditions to satisfy the requirements of this Agreement, including Article VIII

(Disclosure and Use of Project Information), Article IX (Controlled Unclassified Information),

Article XI (Security), Article XII (Third Party Sales and Transfers), and Article XVII

(Amendment, Termination, Entry into Force, and Duration), and including export control

provisions in accordance with this Agreement, in particular paragraphs 6.7. and 6.8. of this Article.

Each Party's Contracting Officer shall negotiate to obtain the rights to use and disclose Project

Information required by Article VIII (Disclosure and Use of Project Information) of this

Agreement. During the Contracting process, each Party's Contracting Officer shall advise

prospective Contractors of their responsibility to notify the Contracting Agency, before Contract

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

Information or permit its use. The Contracting Officer shall also advise prospective Contractors to

employ their best efforts not to enter into any new agreement or arrangement that will result in

such restrictions.

16
6.6. In the event a Party's Contracting Agency is unable to secure adequate rights to use and

disclose Project Information as required by Article VIII (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 Party's PO shall notify the other Party's PO of the

restriction(s), and the POs will submit the matter to the SC (or the MAs if no SC is established) for

resolution.

6.7. Each Party shall legally bind its Contractors to a requirement that the Contractor shall not

retransfer or otherwise use export-controlled Information furnished by the other Party for any

purpose other than the purposes authorized under this Agreement or PAs under this Agreement.

The Contractor shall also be legally bound not to retransfer the export-controlled Information to

another Contractor or subcontractor unless that Contractor or subcontractor has been legally bound

to limit use of the Information to the purposes authorized under this Agreement or PAs under this

Agreement. Export-controlled Information furnished by one Party under this Agreement or PAs

under this Agreement may only be retransferred by the other Party to its Contractors if the legal

arrangements required by this paragraph have been established.

6.8. Each Party shall legally bind its Prospective Contractors to a requirement that the

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

furnished by the other Party for any purpose other than responding to a solicitation issued in

furtherance of the purposes authorized under this Agreement or a PA under this Agreement.

Prospective Contractors shall not be authorized use for any other purpose if they are not awarded a

Contract. The Prospective Contractors shall also be legally bound not to retransfer the exportcontrolled Information to a prospective subcontractor unless that prospective subcontractor has

been legally bound to limit use of the export-controlled Information for the purpose of responding

to the solicitation. Export-controlled Information furnished by one Party under this Agreement or

a PA under this Agreement may only be retransferred by the other Party to its Prospective

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

request by the furnishing Party, the receiving Party shall identify its Prospective Contractors and

prospective subcontractors receiving such export-controlled Information.

6.9. Each Party's PO shall promptly advise the other Party's PO of any cost growth, schedule

changes, delay, or performance problems under any Contract for which its Contracting Agency is

responsible.

6.10. No requirement shall be imposed by either Party for worksharing or other industrial or

commercial compensation in connection with this Agreement or its PAs that is not in accordance

with this Agreement or its PAs.

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ARTICLE VII

EQUIPMENT AND MATERIAL

7.1. Each Party may provide Equipment and Material identified as being necessary for

executing a specific PA to the other Party. Such Equipment and Material shall remain the property

of the providing Party. A list of all Equipment and Material provided by one Party to the other

Party shall be developed and maintained by the POs and approved by the SC (if an SC is

established).

7.2. The receiving Party shall maintain any such Equipment and Material in good order, repair,

and operable condition. Unless the providing Party has authorized the Equipment and Material to

be expended or otherwise consumed without reimbursement to the providing Party, the receiving

Party shall return the Equipment and Material to the providing Party in as good condition as

received, normal wear and tear excepted, or return the Equipment and Material and pay the cost to

restore it. If the Equipment and Material is damaged beyond economical repair, the receiving

Party shall return the Equipment and Material to the providing Party (unless otherwise specified in

writing by the providing Party) and pay its replacement value, which shall be computed pursuant

to the providing Party's national laws and regulations. If the Equipment and Material is lost while

in the custody of the receiving Party, the receiving Party shall issue a certificate of loss to the

providing Party and pay the replacement value as computed pursuant to the providing Party's

national laws and regulations. If known at the time of entry into force, the replacement value of

the Equipment and Material shall be specified in the PA.

7.3. The providing Party shall deliver Equipment and Material to the receiving Party at a

mutually agreed location. Possession of the Equipment and Material shall pass from the providing

Party to the receiving Party at the time of receipt of the Equipment and Material. Any further

transportation is the responsibility of the receiving Party unless otherwise specified in the

applicable PA.

7.4. All Equipment and Material that is transferred shall be used by the receiving Party only for

the purposes of carrying out a PA, unless otherwise agreed to in writing by the providing Party. In

addition, in accordance with Article XII (Third Party Sales and Transfers) of this Agreement,

Equipment and Material shall not be re-transferred or sold to a Third Party without the prior

written consent of the providing Party.

7.5. Equipment and Material transferred to one Party under a PA shall be returned to the

providing Party prior to the termination or expiration of that PA.

7.6. Any Equipment and Material that is jointly acquired on behalf of both Parties for use under

a PA shall be disposed of during the PA or when the PA ceases, as determined by the SC or, if no

SC is established, the MAs.

18
7.7. Disposal ofjointly acquired Equipment and Material may include a transfer of the interest

of one Party in such Equipment and Material to the other Party, or the sale of such Equipment and

Material to a Third Party in accordance with Article XII (Third Party Sales and Transfers) of this

Agreement. The Parties shall 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

applicable PA.

19
ARTICLE' VIII

DISCLOSURE AND USE OF PROJECT INFORMATION

8.1. General

8.1.1. Both Parties recognize that successful collaboration depends on full and prompt

exchange of Information necessary for carrying out each PA. The Parties intend to acquire

sufficient Information and rights to use such Information to enable collaboration on basic,

exploratory, and advanced technologies, the maturation of which may lead to the

development of technologically superior systems. The nature and amount of Information to

be acquired shall be consistent with the objectives stated in the articles concerning the

objectives and scope of work in the applicable PA.

8.1.2. The following export control provisions shall apply to the transfer of Project

Information:

8.1.2.1. Transfer of Project Information shall be consistent with furnishing

Party's applicable export control laws and regulations.

8.1.2.2. Unless otherwise restricted by duly authorized officials of the

furnishing Party at the time of transfer to the other Party, all export-controlled

Information furnished by one Party to the other Party may be retransferred to the

other Party's Contractors, subcontractors, Prospective Contractors, and

prospective subcontractors, subject to the requirements of paragraphs 6.7. and

6.8. of Article VI (Contractual Provisions) of this Agreement.

8.1.2.3. Export-controlled Information may be furnished by Contractors,

subcontractors, Prospective Contractors, and prospective subcontractors of one

Party's nation to the Contractors, subcontractors, Prospective Contractors, and

prospective subcontractors of the other Party's nation pursuant to a PA under this

Agreement, subject to the conditions established in licenses or other approvals

issued by the Government of the former Party in accordance with its applicable

export control laws and regulations.

8.1.2.4. If a Party finds it necessary to exercise a restriction on the retransfer

of export-controlled Information as set out in subparagraph 8.1.2.2. of this

Article, it shall promptly inform the other Party. If a restriction is then exercised

and the affected Party objects, that Party's SC representative (or PO. if no SC is

established under a PA) shall promptly notify the other Party's SC representative

(or PO, if no SC is established), and they shall immediately consult in order to

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

20
8.1.3. Pursuant to paragraphs 3.2. and 3.3. of Article III (Scope of Work) of this

Agreement, the Parties may exchange Information under this Agreement for the objectives

of harmonizing the Parties' requirements and formulating, developing, and negotiating

potential PAs. The Party furnishing such Information shall clearly indicate to the receiving

Party that it is furnishing such Information for such objectives. Until a PA is signed, or i

no PA is signed, a Party may use Information received pursuant to paragraphs 3.2. and 3.3.

only for information and evaluation purposes and shall not disclose or transfer such

information to a Third Party. The receiving Party shall not disclose such Information to

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

specific prior written consent of the furnishing Party.

8.2. Government Project Foreground Information

8.2.1. Disclosure: All Project Foreground Information generated by a Party's military

or civilian employees (hereinafter referred to as "Government Project Foreground

Information") shall be disclosed without charge to the Parties.

8.2.2. Use: Each Party may use or have used all Government Project Foreground

Information without charge for Defense Purposes. The Party generating Government

Project Foreground Information shall also retain all its rights of use thereto. Any sale or

other transfer to a Third Party shall be subject to the conditions of Article XII (Third Party

Sales and Transfers) of this Agreement.

8.3. Government Project Background Information

8.3.1. Disclosure: Each Party, upon request, shall disclose to the other Party any

relevant Government Project Background Information generated by its military or civilian

employees, provided that:

8.3. 1.1. Such Government Project Background Information is necessary to or

useful in a specific PA, with the Party in possession of the Information

determining, after consulting with the requesting Party, whether it is "necessary

to" or "useful in" the specific PA.

8.3.1.2. Such Government Project Background Information may be made

available only if the rights of holders of Intellectual Property rights are not

infringed.

8.3.1.3. Disclosure of such Government Project Background Information is

consistent with national disclosure policies and regulations of the tbrnishing

Party.

21
8.3.1.4. Any disclosure or transfer of such Government Project Background

Information to Contractors is consistent with the furnishing Party's export control

laws and regulations.

8.3.2. Use: Government Project Background Information furnished by one Party to the

requesting Party may be used without charge by or ler the requesting Party for Project

purposes of a specific PA. However, subject to Intellectual Property rights held by entities

other than the Panics, such Government Project Background Information may be used for

Defense Purposes by the requesting Party, without charge, when such Information is

necessary for the use of Project Foreground Information. The furnishing Party, in

consultation with the other Party, shall determine whether the Government Project

Background Information is necessary for the use of Project Foreground Information. The

furnishing Party shall retain all its rights with respect to such Government Project

Background Information.

8.4. Contractor Project Foreground Information

8.4.1. Disclosure: Project Foreground Information generated and delivered by

Contractors (hereinafter referred to as "Contractor Project Foreground Information") shall

be disclosed without charge to both Parties.

8.4.2. Use: Each Party may use or have used without charge for Defense Purposes all

Contractor Project Foreground Information generated and delivered by Contractors of the

Parties. The Party whose Contractors generate and deliver Contractor Project Foreground

Information shall also retain all its rights of use thereto in accordance with the applicable

Contracts. Any sale or other transfer to a Third Party of Contractor Project Foreground

Information shall be subject to the conditions of Article XII (Third Party Sales and

Transfers) of this Agreement.

8.5. Contractor Project Background Information

8.5.1. Disclosure: A Contracting Party shall make available to the other Party all

Contractor Project Background Information generated by Contractors that is delivered

under Contracts awarded in accordance with a specific PA. Any other Project Background

Information that is generated by Contractors and that is in the possession of one Party shall

be made available to the other Party, upon its request. provided the following conditions

are met:

8.5.1.1. Such Contractor Project Background Information is necessary to or

useful in a specific PA, with the Party in possession of the Information

determining, after consultation with the requesting Party, whether it is "necessary

to" or "useful in" the PA.

2 7
8.5.1.2. Such Contractor Project Background Information may be made

available only if the rights of holders of Intellectual Property rights are not

infringed.

8.5.1.3. Disclosure of such Contractor Project Background Inlbrmation is

consistent with national disclosure policies and regulations of the furnishing

Party.

8.5.1.4. Any disclosure or transfer of such Contractor Project Background

InfOrmation to Contractors is consistent with the furnishing Party's export

control laws and regulations.

8.5.2. Use: All Contractor Project Background Information delivered by Contractors

under Contracts awarded in accordance with a specific PA may be used by or for the

receiving Party, without charge, for Project purposes, subject to any restrictions by holders

of Intellectual Property rights other than the Parties. Any other Contractor Project

Background Information furnished by one Party's Contractors and disclosed to a requesting

Party may be used without charge by the requesting Party for Project purposes for the

specific PA, subject to any restrictions by holders of Intellectual Property rights other than

the Parties; also, when necessary for the use of Project Foreground Information, such other

Contractor Project Background Information may be used by the requesting Party for

Project purposes, subject to such fair and reasonable terms as may be necessary to be

arranged with the Contractor. The furnishing Party, in consultation with the requesting

Party, shall determine whether such other Contractor Project Background Information is

necessary for the use of Project Foreground Information. The furnishing Party shall retain

all its rights with respect to Contractor Project Background Information.

8.6. Alternative Uses of Project Information

8.6.1. Any Project Background Information provided by one Party shall be used by the

other Party only for the purposes set forth in this Agreement or any PA under this

Agreement, unless otherwise consented to in writing by the providing Party.

8.6.2. The prior written consent of each Party shall be required for the use of Project

Foreground Information for purposes other than those provided for in this Agreement or

any PA under this Agreement.

8.7. Proprietary Project Information

8.7.1. All Project Information that is subject to disclosure and use restrictions with

respect to Intellectual Property rights shall be identified and marked, and it shall he handled

as Controlled Unclassified Information or as Classified Information, depending on its

security classification.

23
8.8. Patents

8.8.1. Each Party shall include in all its Contracts Ibr a Project a provision governing

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

that either:

8.8.1.1. Provides that the Party shall hold title to all such Project Inventions

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

encumbrance from the Contractor concerned; or

8.8.1.2. Provides that the Contractor shall hold title (or may elect to retain

title) fbr such Project Inventions together with the right to make Patent

applications for the same, while securing for the Parties a license for the Project

Inventions, and any Patents thereto, on terms in compliance with the conditions

of subparagraph 8.8.2. of this Article.

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

Invention, the Contracting Party shall secure for the other Party non-exclusive, irrevocable,

royalty-free licenses under all Patents secured for that invention, to practice or have

practiced the patented Project Invention throughout the world for Defense Purposes.

8.8.3. The conditions of subparagraphs 8.8.4. through 8.8.7. of this Article shall apply

in regard to Patent rights for all Project Inventions made by the Parties' military or civilian

employees, including those within Government-owned facilities, and for all Project

Inventions made by Contractors for which the Contracting Party holds title or is entitled to

acquire title.

8.8.4. When a Party has or can secure the right to file a Patent application with regard

to a Project Invention, that Party shall consult with the other Party regarding the filing of

such Patent application. The Party that has or receives title to such Project Invention shall,

in other countries, file, cause to be filed, or provide the other Party with the opportunity to

file on behalf of the Party holding title, Patent applications covering that Project Invention.

A Party shall immediately notify the other Party that a Patent application has been tiled. If

a Party, having filed or caused to be filed a Patent application, abandons prosecution of the

application or ceases maintaining the Patent granted or issued on the application, that Party

shall notify the other Party of that decision and permit the other Party to continue the

prosecution or maintain the Patent as the case may be.

8.8.5. Each Party shall be furnished with copies of Patent applications filed and Patents

granted with regard to Project Inventions.

8.8.6. Each Party shall grant to the other Party a non-exclusive, irrevocable, royaltyfree license under its Patents for Project Inventions, to practice or have practiced the

Project Invention throughout the world for Defense Purposes.

24
8.8.7, Patent applications to he tiled, or assertions of other Intellectual Property rights.

under this Agreement that contain Classified Infbrmation shall he protected and

safeguarded in accordance with procedures set forth in Article XI (Security) of this

Agreement.

8.9. Each Party shall notify the other Party of any Intellectual Property infringement claims

brought against that Party arising in the course of work performed under a Project on behalf of the

other Party. Insofar as possible, the other applicable Party shall provide Information available to it

that may assist in defending such claims. Each Party shall be responsible for handling such

Intellectual Property infringement claims brought against it, and shall consult with the other Party

during the handling, and prior to any settlement, of such claims. The Parties shall share the costs

of resolving such Intellectual Property infringement claims in proportion to their financial

contributions tbr that work specified in the article concerning financial provisions in the applicable

PA.

8.10. The Parties shall, as permitted by their national laws, regulations, and practices, give their

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

Project of any invention covered by Patent, or as determined to be necessary for work under the

Project, authorization and consent for non-commercial copyright, granted or otherwise provided by

their respective countries.

15
ARTICLE IX

CONTROLLED UNCLASSIFIED INFORMATION

9.1. Except as otherwise provided in this Agreement or as authorized in writing by the

originating Party. Controlled Unclassified Information provided or generated pursuant to this

Agreement and any of its PAs shall be controlled as follows:

9,1.1. Such Information shall be used only for the purposes authorized for use of

Information as specified in Article VIII (Disclosure and Use of Project

Information) of this Agreement.

9.1.2. Access to such Information shall be limited to personnel whose access is

necessary for the permitted use under subparagraph 9.1.1. of this Article, and

shall be subject to the provisions of Article XII (Third Party Sales and

Transfers) of this Agreement.

9.1.3. Each Party shall take all lawful steps available to it, including national

classification, to keep such Information free from further disclosure (including

requests under any legislative provisions), except as provided in subparagraph

9.1.2. of this Article, unless the originating Party 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 shall be given to the originating Party.

9.2. To assist in providing the appropriate controls, the originating Party shall ensure that

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

The Parties' export-controlled Information shall be marked in accordance with the applicable

Party's export control markings as documented in the Project Security Instruction for the

applicable PA. The Parties shall 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 Project Security Instruction.

9.3. Controlled Unclassified Information provided or generated pursuant to this Agreement and

any of its PAs shall be handled in a manner that ensures control as provided for in paragraph 9.1.

of this Article.

9.4. Prior to authorizing the release of Controlled Unclassified Information to Contractors. the

Parties shall ensure that the Contractors are legally bound to control such Information in

accordance with the provisions of this Article.

26
ARTICLE X

VISITS TO ESTABLISHMENTS

10.1. Each Party shall permit visits to its Government establishments, agencies and labOratories.

and Contractor industrial facilities by employees of the other Party or by employees of the other

Party's Contractors, provided that the visit is authorized by both Panics and the employees have

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

10.2. All visiting personnel shall be required to comply with security regulations of the hosting

Party. Any Information disclosed or made available to visitors shall be treated as if supplied to the

Party sponsoring the visiting personnel, and shall be subject to the provisions of this Agreement.

10.3. Requests for visits by personnel of one Party to a facility of the other Party shall be

coordinated through official channels, and shall conform to the established visit procedures of the

hosting Party. Requests for visits shall bear the name of this Agreement and the appropriate PA.

10.4. Lists of personnel of each Party required to visit, on a continuing basis, facilities of the

other Party shall be submitted through official channels in accordance with recurring international

visit procedures.

27
ARTICLE XI

SECURITY

1 I .1. All Classified Information provided or generated pursuant to this Agreement and its PAs

shall be stored, handled, transmitted, and safeguarded in accordance with the General Security of

Military Information Agreement between Singapore and the United States, which entered into

force March 9, 1983.

1 1.2. Classified Information shall be transferred only through official government-to-government

channels or through channels approved by the Designated Security Authorities (DSAs) of the

Parties. Such Classified Information shall bear the level of classification and denote the country of

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

applicable PA.

1 1.3. Each Party shall take all lawful steps available to it to ensure that Classified Information

provided or generated pursuant to this Agreement and its PAs is protected from further disclosure,

except as permitted by this Article, unless the other Party consents to such disclosure.

Accordingly, each Party shall ensure that the recipient:

11.3,1. Shall not release the Classified Information to any government, national,

organization, or other entity of a Third Party except as permitted under the

procedures set forth in Article XII (Third Party Sales and Transfers) of this

Agreement.

11.3.2. Shall not use the Classified Information for other than the purposes provided for

in this Agreement and its PAs.

11.3.3. Shall comply with any distribution and access restrictions on Classified

Information that are provided under this Agreement and its PAs.

11.4. The Parties shall investigate all cases in which it is known or when there are grounds for

suspecting that Classified Information provided or generated pursuant to this Agreement and its

PAs has been lost or disclosed to unauthorized persons. Each Party also shall promptly and fully

inform the other Party of the details of any such occurrence, and of the final results of the

investigation and of the corrective action taken to preclude recurrence.

11.5. The POs shall prepare a Project Security Instruction (PSI) and a Classification Guide (CC)

for the Project under a PA. The PSI and the CC shall describe the methods by which Project

Information shall be classified, marked, used, transmitted, and safeguarded, and shall require that

markings for all export-controlled Classified Information shall include the applicable export

control markings identified in the PSI in accordance with paragraph 9.2. of Article IX (Controlled

Unclassified Information) of this Agreement. The PSI and CG shall be developed by the POs
within three months after the PA enters into force. They shall be reviewed and forwarded to the

Parties' DSAs for approval and shall be applicable to all Government and Contractor personnel

participating in the Project. The CG shall be subject to regular review and revision with the aim of

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

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

Unclassified Information.

1 1.6. The DSA of the Party that awards a classified Contract shall 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 Agreement and its

PAs, the DSAs or their designees shall:

11.6.1. Ensure that such Contractor, Prospective Contractor, or subcontractor (and their

facilities) have the capability to protect the Classified Information adequately.

11.6.2. Grant a security clearance to the facilities, if appropriate.

11.6.3. Grant a security clearance for all personnel with duties that require access to

Classified Information, if appropriate.

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

of their obligations to protect the Classified Information in accordance with

national security laws and regulations and the conditions of this Agreement.

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

Classified Information is properly protected.

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

have a need-to-know for purposes of the Agreement and its PAs.

I 1.7. Contractors, Prospective Contractors, or subcontractors that 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 Agreement and its PAs only when enforceable measures are

in effect to ensure that nationals or other entities of a Third Party shall 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 Party shall be consulted for approval prior to permitting

such access.

I 1.8. For any facility in which Classified Information is to be used, the responsible Party or

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

obligations for safeguarding at such facility the Information pertaining to this Agreement and its

PAs. These officials shall he responsible for limiting access to Classified Information involved in

29
this Agreement and its PM to those persons who have been properly approved for access and have

a need-to-know.

11.9. Each Party shall ensure that access to Classified Information is limited to those persons

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

Information in order to participate in this Agreement and its PAs.

1 1.10. Information provided or generated under this Agreement will be at the unclassified level.

I lowever, information provided or generated pursuant to a PA may, on a case-by-case basis, be

classified as high as SECRET if that classification is sufficiently justified. Any exchanges of such

Classified Information shall be processed and approved in accordance with the national disclosure

policies and procedures of the Parties. Each Party shall ensure that access to 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 PA. The existence

of this Agreement is unclassified and its contents are unclassified.

30
ARTICLE XII

THIRD PARTY SALES AND TRANSFERS

12,1. Except to the extent permitted in paragraph 12.2. of this Article, the Parties shall not sell,

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

produced either wholly or in part from Project Foreground Information, jointly acquired or

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

Government of the other Party. Furthermore, neither Party shall 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 Party. Such consent shall not be given unless the government of the

intended recipient confirms in writing with the Parties that it shall:

12.1.1. Not retransfer, or permit the further retransfer of, any Equipment and Material

or Information provided.

12.1.2. Use, or permit the use of the Equipment and Material or Information provided

only for the purposes specified by the Parties.

12.2. Each Party shall retain the right to sell, transfer title to, disclose, or transfer possession of

Project Foreground Information or any item produced wholly, or in part, from Project Foreground

Information:

12.2.1. That is generated solely by either that Party or that Party's Contractors in the

performance of that Party's work allocation under a PA; and

12.2.2. That does not include any Project Foreground Information or Project

Background Information of the other Party and whose generation, test, or

evaluation has not relied on the use of Equipment and Material of the other

Party.

12.3. In the event questions arise whether the Project Foreground Information (or any item

produced either wholly or in part from the Project Foreground Information) that a Party intends to

sell, transfer title to. disclose, or transfer possession of to a Third Party is within the scope of

paragraph 12.2. of this Article, the matter shall be brought to the immediate attention of the other

Party's PO. The Parties shall 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.

12.4. A Party shall not sell, transfer title to. disclose, or transfer possession of Equipment and

Material or Project Background Information provided by the other Party to any Third Party

without the prior written consent of the Government of the other Party that provided such

Equipment and Material or Information. The providing Party's Government shall be solely

3
responsible thr authorizing the transfers described in this paragraph and, as applicable. specifying

the method and conditions for implementing such transfers.

32
ARTICLE XIII

LIABILITY AND CLAIMS

13.1. Except as provided in paragraph 13.5. of this Article, Im liability arising out of, or in

connection with, activities undertaken in the performance of official duty in the execution of the

Agreement, the following conditions shall apply:

13.1.1. Claims against a Party or its military or civilian personnel shall be dealt with in

accordance with the terms of applicable multilateral or bilateral treaties and agreements of

the Parties.

13.1.2. For those claims for which multilateral or bilateral treaties or agreements do not

apply, the following conditions shall apply:

13.1.2.1. With the exception of claims for loss of or damage to Equipment and

Material, which are addressed in Article VII (Equipment and

Material) of this Agreement, each Party waives all claims against the

other Party in respect to injury to or death of its military or civilian

personnel and for damage to or loss of its property (including its

interest in jointly acquired Equipment and Material) caused by such

personnel of the other Party. However, if the Parties determine that

such injury, death, damage, or loss results from reckless acts or

reckless omissions, willful misconduct or gross negligence of a

Party's military or civilian personnel, the costs of any liability shall

be borne by that Party alone.

13.1.2.2. Claims from any other persons for injury, death, damage, or loss of

any kind caused by one of the Parties' military or civilian personnel

shall be processed by the most appropriate Party, as determined by

the Parties. Any costs determined to be owed the claimant shall be

borne by the Parties in the same ratios as their financial and nonfinancial contributions specified in the PA under this Agreement.

However, if the Parties determine that such injury, death. damage, or

loss results from reckless acts or reckless omissions, willful

misconduct, or gross negligence of a Party's military or civilian

personnel, the costs of any liability shall be borne by that Party

alone.

13.2. If a person or entity, other than the Parties' military or civilian personnel, damages jointly

acquired equipment, and the cost of making good such damage is not recoverable from such

33
person or entity, such cost shall he borne by the Parties in the same ratios as their financial and

non-financial contributions specified in the PA under this Agreement.

13.3. Claims arising under any Contract awarded under a PA under this Agreement shall be

resolved in accordance with the conditions of the Contract.

13.4. Employees and agents of Contractors are not considered civilian personnel ofa Party for

the purposes of this Article.

34
ARTICLE XIV

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

14.1. Customs duties, import and export taxes, and similar charges shall be administered in

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

regulations permit, the Parties shall endeavor to ensure that such readily identifiable customs

duties, import and export taxes, and similar charges, as well as quantitative or other restrictions on

imports and exports, are not imposed in connection with work carried out under each PA under this

Agreement.

14.2. Each Party shall 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 carried out under each PA. If any such duties, taxes, or similar charges are levied in

connection with a Project, the Party in whose country they are levied shall bear such costs over and

above that Party's shared costs of the Project.

35
ARTICLE XV

SETTLEMENT OF DISPUTES

15.1. Disputes between the Parties arising under or relating to this Agreement and any of its PAs

shall he resolved only by consultation between the Parties and shall not be referred to a national

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

36
ARTICLE XVI

LANGUAGE

16.1. The working language for the Agreement and its Ms shall be the English language

16.2. All Information generated under this Agreement, the PAs under this Agreement, and the

implementing Contracts for PAs and provided by one Party to the other Party shall he furnished in

the English language.

37
ARTICLE XVII

AMENDMENT, TERMINATION, ENTRY INTO FORCE, AND DURATION

17.1. All activities of the Parties under this Agreement and the PAs under this Agreement shall

be carried out in accordance with their respective national laws and regulations, including their

respective export control laws and regulations. The obligations of the Parties under this

Agreement and its PAs shall be subject to the availability of funds for such purposes.

17.2. In the event of a conflict between an Article of this Agreement and any Annex to this

Agreement, the Article shall control.

17.3. In the event of a conflict between the terms of this Agreement and any PA under this

Agreement, the Agreement shall govern.

17.4. This Agreement and its PAs may be amended by the mutual written consent of the Parties.

Annexes to the PAs may be amended by the SC or, if there is no SC, the POs, except for Appendix

(1) (Assignment of Cooperative Project Personnel) to Annex A (Model Project Agreement), which

may be amended only by the Parties. Amendments to the Annexes of a PA by the SC (or the POs if

there is no SC) shall be consistent with the Articles of the PA.

17.5. This Agreement and its PAs may be terminated at any time by the written consent of the

Parties. In the event both Parties consent to terminate this Agreement, or decide to terminate any

PA, the Parties shall consult prior to the date of termination to ensure termination in the most

economical and equitable manner.

17.6. Either Party may terminate this Agreement or any of its PAs upon 90 days written

notification to the other Party of its intent to terminate. Such notice shall be the subject of

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

activities under this Agreement and the subject of immediate consultation by the SC (or the MAs if

no SC is established) to discuss how to conclude any terminated PAs. In the event of such

termination, the following rules apply:

17.6.1. The Party terminating the Agreement or Ms shall continue participation,

financial or otherwise, in the Agreement or the PAs affected by the notification

of termination, up to the effective date of termination.

17,6.2. Except as to Contracts awarded on behalf of both Parties, each Party shall be

responsible for its own Project-related costs associated with termination of the

Project under a PA. For Contracts awarded on behalf of both Parties, the Party

responsible for terminating the Project shall pay all Contract modification or

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

decision to terminate; in no event, however, shall a terminating Party's total

38
financial contribution, including Contract termination costs, exceed that Party's

total financial contribution for the PA being terminated.

17.6.3. All Information and rights therein received under the provisions of this

Agreement or PAs prior to termination of the Agreement or its PAs shall be

retained by the Parties, subject to the conditions of this Agreement and its PAs.

17.6.4. If requested by the other Party, the terminating Party may continue to administer

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

reimbursable basis.

17.7 The respective rights and obligations of the Parties regarding Article VII (Equipment and

Material), Article VIII (Disclosure and Use of Project Information), Article IX (Controlled

Unclassified Information), Article XI (Security), Article XII (Third Party Sales and Transfers),

Article XIII (Liability and Claims), Article XV (Settlement of Disputes), and this Article XVII

(Amendment, Termination, Entry into Force, and Duration) of this Agreement shall continue

notwithstanding termination or expiration of this Agreement and any of its PAs.

17.8. This Agreement, which consists of seventeen (17) Articles and two Annexes, shall enter

into force upon signature by both Parties and shall remain in force for 20 years. The Parties shall

consult no later than five (5) years prior to the expiration of this Agreement and decide whether to

extend its duration. It may be extended by written agreement of the Parties.

39
IN WITNESS WHEREOF, the undersigned, being duly authorized by their Governments, have

signed this Agreement.

DONE, in duplicate, in the English language

FOR THE DEPARTMENT OF DEFENSE FOR THE MINISTRY OF DEFENCE OF

OF -HIE UNITED STATES OF AMERICA THE REPUBLIC OF SINGAPORE

Signature

Dr. Ashton Curter Dr. TAN Kim Siew

Name Name

Under Secretary of Defense Permanent Secretary

(Acquisition, Technology & Logistics) (Defence Development)

Title Title

APR 2 8 2011

Date

Apr ;2, bill

Date

Washington, DC Washington, DC

Location Location

40
ANNEX A

MODEL PROJECT AGREEMENT

PROJECT AGREEMENT NUMBER XX-NN-nnnn*

UNDER 11 1E AGREEMENT BETWEEN

TIIE DEPARTMENT OF DEFENSE OF TIIE UNITED STATES OF AMERICA

AND

TILE MINISTRY OF DEFENCE OF THE REPUBLIC OF SINGAPORE

FOR RESEARCH, DEVELOPMENT, TESTING, AND EVALUATION PROJECTS

CONCERNING

(FULL DESIGNATION OF THE PROJECT)

The Project Agreement Numbers shall be structured as follows:

XX-NN-nnnn where XX is a U.S. Military Department or Defense Agency

designator such as N for Navy, A for Army, AF for Air Force, DA for DARPA,

etc.; NN is the calendar year, and nnnn is a sequential number.

A- I
TABLE OF CONTENTS

PREAMBLE A-3

ARTICLE

I DEFINITION OF TERMS AND ABBREVIATIONS A-3

II OBJECTIVES A-3

III SCOPE OF WORK A-3

IV SHARING OF TASKS A-4

V MANAGEMENT A-4

VI FINANCIAL PROVISIONS A-6

VII CLASSIFICATION A-8

VIII EQUIPMENT AND MATERIAL A-8

IX SPECIAL PROVISIONS A-8

X ENTRY INTO FORCE, DURATION, AND TERMINATION A-9

APPENDIX 1 (ASSIGNMENT OF COOPERATIVE A-10

PROJECT PERSONNEL)

(If additional topics need to be addressed, articles or appendices should be included as

necessary and appropriate.)

A-2
PREAMBLE

Pursuant to the Agreement between the Department of Defense of the United States of America and

the Ministry of Defence of the Republic of Singapore concerning Research, Development, Testing,

and Evaluation Projects (hereinafter referred to as the "Agreement"), which entered into force on

(date), the following Project Agreement is hereby entered into between the Department of Defense

of the United States of America (DoD) and the Ministry of Defence of the Republic of Singapore

(MINDEF), hereinafter referred to as the "Panics".

ARTICLE IE I

DEFINITION OF TERMS AND ABBREVIATIONS 

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

ARTICLE II

OBJECTIVES

The objectives of this PA are:

(For example:

a. the development of

b. the improvement of

•)

ARTICLE III

SCOPE OF WORK

The following work shall be undertaken under this PA.

(For example:

a. Develop

b. Evaluate

A-3
c. Design, Mbricate and test

ARTICLE IV

SHARING OF TASKS

The sharing of tasks shall be as f011ows:

(For example:

a. 'Hie MD shall

b. The MINDEF shall 

c. The DoD and MINDEF shall jointly

ARTICLE V

MANAGEMENT

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

how the PA shall be managed.)

Alternative I 

1. This PA shall be directed and administered on behalf of the Parties by one Project Officer

(PO) from each Party. The POs are:

DoD PO Title/Position

Organization

Address

MIN DIA; PO "litle/Position

A-4
Organization

Address

2. Project Offices shall be established in (name of U.S. location) and in

(name of Singapore location). The POs are responsible for management of those

tasks listed as national responsibilities in Article IV (Sharing of Tasks) in this PA.

3. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under Article IV

(Management (Organization and Responsibility)) of the Agreement.)

(If a PA requires the establishment of a Steering Committee, use the following format to set

forth how the Project shall be managed.)

Alternative 2 

I. This PA shall be directed and administered on behalf of the Parties by an organization

consisting of a Steering Committee (SC) and one Project Officer (P0) from each Party. The SC

members are:

DoD Co-Chairman Title/Position

Organization

Address

MINDEF Title/Position

Co-Chairman

Organization

Address

The POs are:

DoD PO Title/Position

A-5
Organization

Address

MINDEF PO Title/Position

Organization

Address

3. Particular Management Procedures:

(Mention only those additional management responsibilities not covered under Article

IV (Management (Organization and Responsibility)) of the Agreement. For instance,

if CPP are to be provided under a PA, the number of CPP and the location(s) of

assignment for those CPP should be noted in this Article. In this regard, if a PA will

be administered by a joint program office that will include CPP, the following

paragraph may be added:

4.X. A Parent Party may assign (fill in the number) CPP to the JPO to assist in

administering the PA. The Host Party shall provide office space and administrative

support to those CPP in accordance with the Host Party's normal practice. The

conduct of the CPP shall be subject to the provisions of Appendix (I) (Assignment of

Cooperative Project Personnel) of this PA.)

ARTICLE VI

FINANCIAL PROVISIONS 

The Parties estimate that the cost of performance of the tasks under this PA shall not exceed

U.S. dollars ($) plus Singapore dollars.

Cooperative efforts of the Parties over and above the jointly agreed tasks set forth in Article III

(Scope of Work) and Article IV (Sharing of Tasks) of this PA shall be subject to amendment to this

PA or entry into force of a new PA.

A-6
(If a PA will involve the assignment of CPP, the PA shall include a provision that

refers to paragraphs 5.5. - 5.7. of Article V (Financial Provisions) of the Agreement, as

applicable, identifies which Party is sending or hosting CPP, and specifies the number

of CPP to be assigned. In addition, the PA shall include the amount of financial and

non-financial contributions related to CPP in one of the two alternatives below in this

Article.)

(If a PA will not involve one Party contracting for the other or both Parties, and no

funds shall be exchanged between the Parties, use the following format for the

Financial Arrangements. Both financial and non-financial contributions should be

included in the total Don and MINDEF costs.)

Alternative I 

The DoD tasks shall not cost more than:

The MINDEF tasks shall not cost more than:

Or:

U.S. S.

Singapore dollars.

(If a PA will involve one Party contracting for the other Party or both Parties, or the

Parties will transfer or exchange funds between them, use the following format for the

Financial Arrangements.)

Alternative 2

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

Financial

Costs

NonFinancial

Costs

Total

DoD

MINDEF

Total

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

the PA shall be funded. Identify both financial (monetary) and non-financial (range time, use

of Equipment and Material, etc.) contributions and identify the amount of funds to be

transferred between the Parties.)

A-7
(The Financial Management Procedures Document (FMPD) should be developed by the POs

and submitted to the SC (if an SC will be established) for approval. The FMPD should

include, as a minimum, a schedule of contributions, procedures for handling of funds, funding

levels by year, and auditing procedures for monetary contributions anticipated for this PA.)

ARTICLE VII

CLASSIFICATION 

The existence of the PA and its contents are unclassified.

Only one of the three following possibilities shall be selected:

a. No Classified Information shall be exchanged under this PA; or

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.

ARTICLE VIII

EQUIPMENT AND MATERIAL

In accordance with paragraph 7.1. of Article VII (Equipment and Material) of the

Agreement, in the event that the collaborative efforts under this PA require the provision of

Equipment and Material to either Party, the POs will develop a list of such Equipment and

Material in accordance with the following table.

Providing

Party

Receiving

Party

QTY Description Part/

Stock #

Consumables\

Non-Consumables

Replace

ment

Value

ARTICLE IX

SPECIAL PROVISIONS

(optional )

A-8
(Identify any provisions necessary for the implementation for the Project that are particular

to the circumstance's of the specific PA and are not otherwise addressed in other PA Articles.)

A-9
ARTICLE X

ENTRY INTO FORCE, DURATION, AND TERMINATION

This PA, a PA under the Agreement between the

Department of Defense of the United States of America and the Ministry of Defence of the

Republic of Singapore for Research, Development, Testing, and Evaluation Projects, which entered

into three (date), shall enter into force upon signature by both Parties, and shall remain in force for

years unless terminated by either Party. It may be extended by written agreement of the

Panics.

DONE, in duplicate, in the English language.

FOR THE DEPARTMENT OF DEFENSE FOR THE MINISTRY OF DEFENCE OF

OF THE UNITED STATES OF AMERICA THE REPUBLIC OF SINGAPORE

Signature Signature

Name Name

Title Title

Date Date

Location Location

A-I0
APPENDIX 1

ASSIGNMENT OF COOPERATIVE PROJECT PERSONNEL.

I.0. Purpose and Scope.

This Appendix to the Project Agreement (PA) establishes the conditions that

shall govern the conduct of Cooperative Project Personnel (CPP) assigned for

work in accordance with Article V (Management) of this PA. CPP must be able

to perform all the responsibilities for the positions assigned to them under this

PA. Commencement of assignments shall be subject to any requirements that

may be imposed by the Host Party or its Government regarding acceptance of

CPP, such as, but not limited to, visas and visit request documentation. The SC,

or in the event no SC is established, the POs, shall determine the length of tour

for the positions at the time of initial assignment.

1.2. CPP shall be assigned to the JPO or to DoD or MINDEF field activities for

Project work and shall report to their designated supervisor within those

organizations regarding that work. The Host Party PO shall be responsible for

the creation of a document describing the duties of each CPP position, which

shall be subject to approval by the SC in the event an SC is established. CPP

shall not act as liaison officers for the Parent Party. CPP may act from time to

time on behalf of their respective SC representative (or PO as applicable), if the

latter so authorizes in writing.

1.3. CPP shall 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 Party's Government.

2.0. Security.

2.1. The SC (or POs as applicable) shall establish the maximum level of security

clearance required, if any, to permit CPP to have access to Classified Information

and facilities in which Classified Information is used in accordance with the

Project Security Instruction (PSI) and Classification Guide (CG). Access to

Classified Information and facilities in which Classified Information is used shall

be consistent with, and limited by, Article II (Objectives) and Article 111 (Scope

of Work) of this PA, and shall be kept to the minimum required to accomplish

the work assignments.

A-11
The Parent Party shall file visit requests for the CPP through prescribed channels

in compliance with the I lost Party's procedures. As part of the visit request

procedures, the Parent Party shall provide security assurances, through its

embassy [identify location of embassy in Bost Party's country], and specify the

security clearances for the CPP being assigned.

2.3. The I lost Party and Parent Party shall use their best efforts to ensure that CPP

assigned to a Host Party's facilities are aware of, and required to comply with,

applicable laws and regulations as well as the requirements of Article IX

(Controlled Unclassified Information), Article X (Visits to Establishments),

Article XI (Security), and paragraph 17.8. of Article XVII (Amendment,

Termination, Entry into Force, and Duration) of the Agreement, and the

corresponding provisions of this PA, and the conditions of the PSI and CC. Prior

to commencing assigned duties, CPP shall, if required by the Host Party

Government's laws, regulations, policies, or procedures, sign a certification

concerning the conditions and responsibilities of CPP.

2.4. CPP shall at all times be required to comply with the security and export-control

laws, regulations, and procedures of the Host Party's Government. Any

violation of security procedures by CPP during their assignment shall be reported

to the Parent Party for appropriate action. CPP committing significant violations

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

shall be withdrawn from the Project with a view toward appropriate

administrative or disciplinary action by their Parent Party.

2,5. All Classified Information made available to CPP shall be considered as

Classified Information furnished to the Parent Party, and shall be subject to all of

the conditions and safeguards provided for in Article XI (Security) of the

Agreement.

2.6. CPP shall not have personal custody of Classified Information or Controlled

Unclassified Information, unless approved by the Host Party and as authorized

by the Parent Party. They shall be granted access to such Information in

accordance with Article IX (Controlled Unclassified Information) and Article XI

(Security) of the Agreement during normal duty hours and when access is

necessary to perform Project work.

2.7. CPP assigned to a Host Party's facility to conduct Project work shall not serve as

a conduit between the Host Party and Parent Party for requests ffir and/or

transmission of Classified Information or Controlled Unclassified Information

outside the scope of their assignment, unless specifically authorized by the

Parties.

A-12
3.0. Administrative Matters.

3, I . The tax treatment of income received by CPI' from the Parent Party shall he

determined by reference to the tax legislation of the Government of the I lost

Party and the Government of the Parent Party, subject to the terms of any double

taxation agreement in force between the Government of the I lost Party and the

Government of the Parent Party.

Upon or shortly after arrival, CPP shall be informed by the Host Party's

representative about applicable laws, orders, regulations. and customs and the

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

I lost Party's representatives regarding applicable entitlements, privileges, and

obligations such as:

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

dependents at the I lost Party's 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 those 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

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

3.3. The POs, through the JPO and Host Party field activities, shall, 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

or civilian personnel regulations and practices of the Host Party and

the Parent Party.

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

or civilian personnel regulations and practices of the I lost Party and

the Parent Party.

A-I3
3.3.4.

Performance evaluations, recognizing that such evaluations must be

rendered in accordance with the Parent Party's military or civilian

personnel regulations and practices.

3.4.

CPP committing an offense under the laws of the Government of the Parent

Party or the flost Party may be withdrawn from this Project with a view toward

further administrative or disciplinary action by the Parent Party. Disciplinary

action, however, shall not be taken by the I lost Party against CPP, nor shall CPP

exercise disciplinary authority over the Host Party's personnel. In accordance

with the laws and regulations of the Host Party's Government, the Host Party

shall assist the Parent Party in carrying out investigations of offenses involving CPP.

A-14
ANNEX B

MODEL. WORKING GROUP (WG) TERMS OF REFERENCE (TOR)

(Insert name of WG) WORKING GROUP (WG)

UNDER THE AGREEMENT BETWEEN

'HIE DEPARTMENT OF DEFENSE OF TI LE: UNITED STATES OF AMERICA

AND

THE MINISTRY OF DEFENCE OF THE REPUBLIC OF SINGAPORE

FOR RESEARCH, DEVELOPMENT, TESTING, AND EVALUATION PROJECTS

(DATE)

I. Authority. Mandatory: The Agreement Between the Department of Defense of the United

States of America and the Ministry of Defence of the Republic of Singapore for Research,

Development, Testing, and Evaluation Projects (hereinafter referred to as the "Agreement") fosters

collaboration in research, development, testing, and evaluation potentially leading to new or

improved military capability. The Agreement provides for the establishment of Working Groups

(WGs). This TOR establishes the (insert name of WG) Working Group.

2. Definitions and Acronyms.

Definitions. Provide any required definitions.

Acronyms. Spell out any acronyms used:

3. Purpose. Provide a short paragraph identifying the purpose of the Working Group

(WG). A WG will be established to explore, study and report on specific research, development,

test, or evaluation issue(s). The WG will be limited in scope to a single, well-defined study or

project area and will endeavor to assess the research, development, test, or evaluation issue based

on Information provided by both Parties in such a way as to arrive at a jointly determined position.

Examples follow:

The (insert name of WG) will include activities covering the following areas:

The (insert name of WG) will evaluate...,

B-
monitor...,

identify...,

initiate....

investigate...,

facilitate...,

... activity beneficial to the Parties.

... and seek technological solutions to those ...

The establishment of (insert name of WG) will provide a forum for the exchange of Information,

the identification of potential PAs for (name of specific weapon system, eh), and the harmonization

of the Parties' requirements prior to the formal staffing of a potential PA.

The purpose of the (insert name of WG) is to review respective (name specific weapon .system. etc.)

programs in order to identify mutually beneficial research, development, test, or evaluation

cooperative activities between the Parties.

Mandatory: Specific collaborative activities identified by the (insert name of WO) may only be

carried out under future PAs under this Agreement or under other agreements entered into by the

Parties.

Mandatory: The (insert name of WG) is not intended to replace, duplicate, or inhibit activities

under existing international agreements.

4. Objectives. Provide dactils of the type of work to he accomplished under this TOR.

Example follows:

Information on research conducted by each Party in the area of (name specific technology)

technology and its potential for (identify potential benefit) will be exchanged and the potential for a

PA leading to application of the technology will be discussed.

5. Management Structure. Examples follow..

The (insert name of WG) consists of representatives from (name organizations) as principals and

other representatives and supporting subject matter experts from (name organizations) as

appropriate. (Provide name of organization only. Do not name representatives.)

Membership in the (insert name of WG) should be consistent with minimal turnover of personnel.

The importance of consultation with other agencies and organizations of the Parties' Governments

is recognized. Representatives from specific technology areas may be invited to participate in

technical discussions, but will not become members of the (insert name of WG). They may,

however, become members of a sub-group established under this WG for a specific technology area

or project.

13-2
Mandatory: Identify how often the WC; will meet, who will haw and chair.

Example: WG meetings will be held at intervals as mutually agreed by the members, but at least

annually. The Parties will host and chair the meetings on a rotational basis. Minutes will be

prepared and provided to (insert name of WO) members and to the applicable Management Agents

(MAs) for the Agreement within (specify time) following the meetings. Administrative support fin:

these meetings will be the responsibility of the host Party.

Mandatory: (dentin; how decisions will be reached.

Example: All decisions of the (insert name of WG) will be unanimous.

Mandatory: Identify one U.S. and one Singapore Project Qllicer (PO. Include name, mailing

address, entail address, and phone number.

Mandatory: In accordance with subparagraph 4.2.6. of Article IV (Management (Organization and

Responsibility)) of the Agreement, the MAs of both Parties must approve and sign this TOR. The

Agreement Directors (ADs) may provide guidance on issues that relate to the Agreement

objectives.

6. Exchange of Information.

Mandatory: The (insert name of WG), along with its appropriate supporting subject matter experts,

may exchange Information pertaining to (name area of discussion of the WG) activities in

accordance with paragraphs 3.2. and 3.3. of Article III (Scope of Work) and subparagraph 8.1.3. of

Article VIII (Disclosure and Use of Project Information) of the Agreement. Information will be

furnished without charge and shall be used for Information and evaluation purposes only.

Mandatory if exchanging Classified Information or Controlled Unclassified Information:

Pursuant to paragraph 11.2 of Article XI (Security) of the Agreement, Classified Information will

be transferred only through official government-to-government channels or through channels

approved by the Designated Security Authorities of both Parties. The provisions of Article IX

(Controlled Unclassified Information) and Article XI (Security) of the Agreement apply. No

Equipment and Material may be transferred under the auspices of the (insert name of WG).

Mandatory: The (insert name of WG) (or its highest management level) will ensure that any

Information provided in accordance with this TOR is used only by the Parties and then only for the

purpose for which it has been provided. Information shall not be disclosed or released to any Third

Party. defense Contractors or their personnel (with the exception of Contractor Support Personnel),

and will not be used for any other purpose without the prior written consent of the furnishing Party.

Mandatory: ' [he Parties will produce and maintain a list of Information exchanged under this

TOR. This list will include name of document. date of document, identity of the entity that created

B-3
the document, security classification/release restrictions, country of origin. originating point of

contact, receiving point of contact, date provided, and any requirement to return the document to

the originator. A current list will be submitted annually to the MAs of both Panics.

7. General. Mandatory: There will not be any transfer of funds between the Parties

pursuant to this 'FOR. In those cases where a PA is determined to be required, the Project Officers

will make every effort to prepare the necessary documentation and secure the required approvals as

expeditiously as possible.

The TOR will be drafted and approved in English, with copies signed by the MAs (or their

designated representatives) of both Parties.

8. Legal Status. [Mandatory': This TOR constitutes an administrative procedure to

coordinate research, development, test, and evaluation activities between the Parties. It is not the

intent of the Parties that this TOR be considered legally binding under international law. This TOR

does not create any authority to perform any work, award any contract, exchange Information,

transfer funds, or otherwise obligate in any way either Party to make or provide any financial or

non-financial contribution to the other Party for any purpose. Any collaborative activities identified

by the (insert name of WG) may only be carried out under future PAs under the Agreement or

under other agreements entered into by the Parties.

B-4
9. Effective Date. 'Mandatory': The FOR for the (insert name of WO) becomes effective on

the date of the last signature below and remains in effect until (day, month year)(fill in before

signature), unless terminated or extended. This TOR may be amended or extended by mutual

written consent of the MAs. Either Party may terminate the (insert name of WG) upon 45 days

written notification to the other Party. Such notice will be the subject of immediate consultation by

the MAs to decide upon the appropriate course of action.

U.S. Management Agent Singapore Management Agent

Signature Signature

Name Name

Title Title

Date Date

Location Location

13-5