TREATIES AND OTHER INTERNATIONAL ACTS SERIES 08-612.1 

________________________________________________________________________ 

DEFENSE 

Research and Development 

 Memorandum of Understanding 

Between the 

UNITED STATES OF AMERICA 

and OTHER GOVERNMENTS 

Signed April 28, May 19, May 20, and 

June 12, 2008 

with 

Annexes 
 

NOTE BY THE DEPARTMENT OF STATE 

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

(80 Stat. 271; 1 U.S.C. 113)—

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

under the authority of the Secretary of State shall be competent 

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

treaties, and proclamations by the President of such treaties and 

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

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

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

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

or authentication thereof.” 
 

 MULTILATERAL 

 Defense: Research and Development 

 Memorandum of understanding signed April 28, 

 May 19, May 20, and June 12, 2008; 

 Entered into force June 12, 2008. 

 With annexes. 
UNCLASSIFIED

MEMORANDUM OF UNDERSTANDING

AMONG

THE DEPARTMENT OF DEFENCE

OF AUSTRALIA

AND THE

DEPARTMENT OF NATIONAL DEFENCE

OF CANADA

AND THE

SECRETARY OF STATE FOR DEFENCE

OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

AND THE

DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

FOR THE

RESEARCH, DEVELOPMENT, TEST AND EVALUATION OF OVERHEAD NON-IMAGING INFRARED

DATA EXPLOITATION TOOLS AND TECHNIQUES

UNCLASSIFIED
UNCLASSIFIED

TABLE OF CONTENTS

INTRODUCTION 3

SECTION 1

DEFINITIONS 5

SECTION 2

OBJECTIVE 9

SECTION 3

SCOPE OF WORK 10

SECTION 4

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 11

SECTION 5

FINANCIAL PROVISIONS 14

SECTION 6

CONTRACTING PROVISIONS 17

SECTION 7

PROJECT EQUIPMENT 20

SECTION 8

DISCLOSURE AND USE OF PROJECT INFORMATION 23

SECTION 9

CONTROLLED UNCLASSIFIED INFORMATION 30

SECTION 10

VISITS TO ESTABLISHMENTS 31

SECTION 11

SECURITY 32

SECTION 12

THIRD PARTY SALES AND TRANSFERS 35

SECTION 13

LIABILITY AND CLAIMS 36

SECTION 14

PARTICIPATION OF ADDITIONAL NATIONS 38

SECTION 15

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 38

SECTION 16

SETTLEMENT OF DISPUTES 39

SECTION 17

GENERAL PROVISIONS 37

ANNEX A

**SAMPLE PROJECT ARRANGEMENT** 46

ANNEX B

LIST OF PROJECT EQUIPMENT LOANED UNDER THE MOU 51

ANNEX C

COOPERATIVE PROJECT PERSONNEL 56

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NOTE: It is noted that Annex B appears on page 55 of this Agreement.
UNCLASSIFIED

INTRODUCTION

The Department of Defence of Australia (AS), the Department of

National Defence of Canada (CA), the Secretary of State for

Defence of the United Kingdom of Great Britain and Northern

Ireland (UK), and the Department of Defense of the United States

of America (U.S.), hereinafter referred to as the "Participants";

Having a common interest in defense;

Recognizing the benefits to be obtained from standardization,

rationalization, and interoperability of military equipment;

Recognizing and invoking the Exchange of Notes constituting an

Agreement between the Government of the United States of America

and the Government of Australia Concerning Certain Mutual

Defence Commitments, dated December 1, 1995 (Chapeau Agreement),

as may be amended;

Recognizing and invoking the Exchange of Notes constituting an

Agreement between the Government of the United States of America

and the Government of the United Kingdom of Great Britain and

Northern Ireland Concerning Defence Cooperation Arrangements,

dated May 27, 1993, as may be amended;

Recognizing and invoking the Agreement between the Government of

the United States of America and the Government of Canada

Concerning Certain Mutual Defense Commitments, dated August 19,

1994;

Desiring to improve their mutual conventional defense

capabilities through the application of emerging technology;

Desiring to further accomplishments achieved under existing

agreements and arrangements relating to Overhead Non-imaging

Infrared (ONIR) sensors and related ground stations, and without

prejudice to any such relationship;

Seeking to make the best use of their respective research and

development capacities, avoid unnecessary duplication of work,

and obtain the most efficient and cost-effective results through

cooperation;

Having independently conducted research, development,

experiments and other testing of the applications of various

technologies, and recognizing the benefits of cooperation for

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the development of data exploitation tools and techniques for

ONIR sensors and other air and space detection systems; and

Having a mutual need for the development of data exploitation

tools and techniques for ONIR sensors in a multi-source

intelligence, surveillance, and reconnaissance environment, and

with a view toward future arrangements that satisfy common

operational requirements;

Have reached the following understandings:

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SECTION 1

DEFINITIONS

The Participants have jointly decided upon the following

definitions of terms used in this Memorandum of Understanding

(MOU):

Background Information not generated in the performance

Information of a particular Project.

Classified Official Information or material that

Information requires protection in the interests of

national security and is so designated by

the application of a national security

classification. This Information and

material may be in oral, visual, magnetic,

or documentary form or in the form of

equipment or technology, and includes

Information that may be subject to

Intellectual Property rights.

Contract

Contracting

Any mutually binding legal relationship

under national laws that obligates a

Contractor to furnish supplies or services,

and obligates one or more Participants to

pay for them.

The obtaining of supplies or services by

Contract from sources outside the

governmental organizations of the

Participants. Contracting includes a

description 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 Participant that has

authority to enter into, administer, and

terminate Contracts.

Contracting Officer A person representing a Contracting Agency

of a Participant who has the authority to

enter into, administer, and terminate

Contracts.

UNCLASSIFIED
UNCLASSIFIED

Contractor Any entity awarded a Contract under a

Project by a Participant's Contracting

Agency.

Contractor Support Persons specifically identified as providing

Personnel administrative, managerial, scientific, or

technical support services to a Participant

under a support Contract.

Controlled Unclassified Information to which access or

Unclassified distribution limitations have been applied

Information in accordance with applicable national laws

or regulations. It includes Information

that has been declassified but remains

controlled.

Cooperative Project Military members or civilian employees of a

Personnel (CPP) Participant assigned to the facilities of

another Participant 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 any

Participant.

Designated Security The security office approved by national

Authority (DSA) authorities to be responsible for the

security aspects of this MOU.

Financial Costs Project costs met with monetary

contributions.

Foreground Information generated in the performance of

Information a particular Project.

Host Participant The Participant that receives CPP of another

Participant.

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

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Intellectual

Property

photographs, reports, manuals, threat data,

experimental data, test data, computer

software (which includes source code and

object code), 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.

In accordance with the World Trade

Organization Agreement on Trade-related

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

know-how), layout designs of integrated

circuits, geographical indications, and any

other rights resulting from creative

activity in the industrial, scientific,

literary, and artistic fields.

Non-financial Costs Project costs met with non-monetary

contributions.

Overhead Non-imaging Data addressing the emission/reflection of

Infrared (ONIR) Data radiant energy in the infrared spectral

region as derived from space-based platforms

and characterized by persistent surveillance

and low spatial resolution. In this

context, ONIR data also include the

emission/reflectance of radiant energy in

the visible and near-infrared spectral

regions.

Parent Participant The Participant that sends CPP to the

facilities in the nation of another

Participant.

Participant A signatory to this MOU represented by its

military or civilian personnel. Contractors

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Patent

Project

and Contractor Support Personnel will not be

authorized to make binding decisions for, or

otherwise act as agents of, a Participant

under the MOU.

Legal protection of the right to exclude

others from making, using, or selling an

invention. The term refers to any and all

patents including, but not limited to,

patents of implementation, improvement or

addition, petty patents, utility models,

appearance design patents, registered

designs, and inventor certificates or like

statutory protection as well as divisions,

reissues, continuations, renewals, and

extensions of any of these.

Specific collaborative activity that is

described in a Project Arrangement to this

MOU or an activity under this MOU.

Project Arrangement An individually negotiated implementing

(PA) arrangement in the format at Annex A (Sample

Project Arrangement) to this MOU, concluded

after this MOU has entered into effect,

which specifically details the arrangements

for collaboration on a specific Project

between two or more Participants.

PA Participant

Project Equipment

A signatory to a PA concluded pursuant to

this MOU.

Any material, equipment, end item,

subsystem, component, special tooling, or

test equipment that is either owned by one

Participant and provided for use in a

Project, or is jointly acquired by more than

one Participant for use in a Project.

Project Information Any Information provided to, generated in,

or used in a Project pursuant to this MOU

regardless of its form or type.

Project Invention Any invention or discovery formulated or

made (conceived or "first actually reduced

to practice") in the course of work

performed under a Project. The term "first

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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.

Prospective Any entity that seeks to enter into a

Contractor Contract to be awarded by a Participant's

Contracting Agency and that, in the case of

a solicitation involving the release of

export-controlled Information, is eligible

to receive such Information.

Third Party A government other than the government of a

Participant and any person or other entity

whose government is not the government of a

Participant to this MOU.

SECTION 2

OBJECTIVE

2.1. The objective of this MOU is to define and establish the

general principles that will apply to the initiation, conduct,

and management of Projects established by separate Project

Arrangements (PAs) entered into by at least two of the

Participants of this MOU.

2.2. The provisions of this MOU will be incorporated by

reference in each PA. Detailed provisions of each PA will be

consistent with this MOU and will identify the Participants in a

Project, and may include provisions concerning the objectives,

scope of work, management structure, sharing of tasks, financial

arrangements, including cost shares, contractual arrangements,

work shares, security classification, responsibilities of the

Participants, and other provisions as required, in accordance

with the format attached as Annex A (Sample Project Arrangement)

to this MOU. In the event of a conflict between the provisions

of this MOU and of a PA under this MOU, the provisions of the

MOU will prevail.

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SECTION 3

SCOPE OF WORK

3.1. The overall work under this MOU encompasses:

3.1.1. Cooperative development and demonstration of

tactics, tools, techniques, procedures and concepts of

operation for ONIR Data exploitation and data fusion for

producing Information products in a multi-source

intelligence, surveillance, and reconnaissance

environment.

3.1.2. Collaboration on applied research, advanced

technology development, concept exploration, and program

definition and risk reduction of ONIR and other related

air, space, and ground collection systems' exploitation

technologies in a multi-source intelligence, surveillance,

and reconnaissance environment. This includes jointly

developing and evaluating models, simulations, technology

demonstrators, and system prototypes.

3.1.3. Cooperation on the development and execution of

tests, trials, and demonstrations of exploitation tools

and techniques for data from ONIR and other related air,

space, and ground collection systems in a multi-source

intelligence, surveillance, and reconnaissance

environment.

3.2. Exchange of Project Information and the loan of Project

Equipment specifically for the purpose of evaluation and

harmonization of the Participants' respective ONIR and other

related air and space detection systems, and for formulating,

developing and negotiating PAs, is permitted under this MOU.

Exchange of Project Information and the loan of Project

Equipment under this MOU include establishment of working groups

to explore, study, and report on specific research and

development issues of interest to representatives of at least

two of the Participants relating to data from ONIR in a multisource intelligence, surveillance, and reconnaissance

environment for such purposes.

3.3. This MOU does not supersede existing agreements or

arrangements, nor does it preclude the Participants from

entering into any other agreements or arrangements in the area

of research and development on basic, exploratory, and advanced

technology. This MOU is specifically designed to complement

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existing agreements and arrangements, particularly those related

to ONIR research and development.

SECTION 4

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

4.1. The MOU and any Project thereunder will be directed and

administered on behalf of the Participants by an organization

consisting of an ONIR Data Exploitation Tools and Techniques

(DETT) Steering Committee (ONIR DETT SC) and Project Officers

(ONIR DETT POs) for each PA. The ONIR DETT SC will have overall

authority over this MOU and will have primary responsibility for

effective implementation, efficient management, and direction of

a Project in accordance with this MOU. The ONIR DETT SC, or its

designated representatives, will meet as mutually determined to

execute its responsibilities pursuant to this MOU. The

Participants will maintain and fund their own organizations for

managing this MOU.

4.2. The ONIR DETT SC will consist of a senior representative

designated by each Participant. Each Participant will pay its

own costs of attending ONIR DETT SC meetings. Each meeting of

the ONIR DETT SC will be chaired by the representative of the

Participant hosting the meeting. The Participant hosting the

meeting will provide secretarial support for the ONIR DETT SC

meeting at its own expense. The responsibility for hosting ONIR

DETT SC meetings will alternate among the Participants, unless

otherwise mutually determined by the ONIR DETT SC. Decisions

will be made unanimously by the ONIR DETT SC relating to the MOU

and Projects in which all MOU Participants are participating.

With respect to Projects not involving all MOU Participants, the

non-participating Participant's ONIR DETT SC representative may

participate in ONIR DETT SC meetings as a non-voting adviser.

In the event that the ONIR DETT SC is unable to reach a timely

decision on an issue, each ONIR DETT SC representative will

refer the issue to his or her higher authority for resolution.

The ONIR DETT SC will be responsible for:

4.2.1. Exercising executive-level oversight of this MOU.

4.2.2. Monitoring overall use and effectiveness of this

MOU.

4.2.3. Proposing, reviewing, and forwarding to the

Participants for approval draft PAs and their annexes in

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accordance with this MOU and the Participants' respective

national policies and procedures.

4.2.4. Establishing an appropriate management structure

for each PA consistent with its scope.

4.2.5. Providing policy and management direction to the

ONIR DETT POs designated in each PA.

4.2.6. Deciding issues brought forth by the ONIR DETT

POs.

4.2.7 Reviewing and endorsing the loan of Project

Equipment under this MOU in accordance with Section 7

(Project Equipment) of this MOU and Annex B (List of

Project Equipment Loaned under this MOU) to this MOU.

4.2.8. Approving plans for the disposal of jointly

acquired Project Equipment in accordance with Section 7

(Project Equipment) of this MOU.

4.2.9. Maintaining oversight of the security aspects of

Projects, including reviewing and obtaining approval from

the appropriate Designated Security Authority (DSA) of a

Project Security Instruction (PSI) and a Classification

Guide (CG) prior to the transfer of Classified Information

or Controlled Unclassified Information under the MOU.

4.2.10. Reviewing the annual status report submitted by

the ONIR DETT POs.

4.2.11. Monitoring Third Party sales and transfers

authorized in accordance with Section 12 (Third Party

Sales and Transfers) of this MOU.

4.2.12. Approving Financial Management and Procedures

Documents (FMPD) for PAs, if such documents are required

as provided in a PA.

4.2.13. Approving the establishment of Working Groups, as

appropriate.

4.2.14. Employing its best efforts to resolve, in

consultation with the export control authorities of the

Participants concerned, any export control issues raised

by the ONIR DETT POs in accordance with subparagraph

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4.3.15. of this Section, or raised by a Participant's ONIR

DETT SC representative.

4.2.15. If a Participant finds it necessary to exercise a

restriction on the retransfer of export-controlled

Information as set out in subparagraph 8.1.2. of Section 8

(Disclosure and Use of Project Information) of this MOU,

it will promptly inform the other Participants. If a

restriction is then exercised and an affected Participant

objects, that Participant's ONIR DETT SC representative

will promptly notify the other Participants' ONIR DETT SC

representatives and they will immediately consult in order

to discuss ways to resolve such issues or mitigate any

adverse effects.

4.3. PAs under this MOU will be directed and administered by

the ONIR DETT POs. The ONIR DETT POs will be identified in the

PA and will be responsible for:

4.3.1. Executing and managing the cost, schedule,

performance requirements, technical, security, and

financial aspects of the PA.

4.3.2. Developing and submitting any required changes to

an approved PA or its annex(es) to the ONIR DETT SC for

approval.

4.3.3. Executing the financial aspects of the PA in

accordance with Section 5 (Financial Provisions) of this

MOU.

4.3.4. Referring issues to the ONIR DETT SC that cannot

be resolved by the ONIR DETT POs.

4.3.5. Consistent with the objectives and scope of this

MOU, developing and recommending to the ONIR DETT SC,

amendments to this MOU, PAs under this MOU, and any

respective annexes thereto.

4.3.6. Managing and controlling the transfer of Project

Equipment.

4.3.7. Developing a plan to dispose jointly acquired

Project Equipment in accordance with paragraph 7.10. of

this MOU.

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NOTE: It is noted that the subsection titles on the top of this page should be 4.2.15 and 4.2.16, respectively.
UNCLASSIFIED

4.3.8. Implementing the ONIR DETT SC approved plan to

dispose of Project Equipment.

4.3.9. Developing and maintaining a list of Project

Equipment for use in a PA.

4.3.10. Developing, validating, and forwarding to the

ONIR DETT SC, a PSI and CG as required under this MOU.

4.3.11. Appointing a Project security officer, if

required.

4.3.12. Developing an FMPD, if required by the PA.

4.3.13. Providing an annual status report to the ONIR

DETT SC, and other such reports as directed by the ONIR

DETT SC.

4.3.14. Forwarding to the ONIR DETT SC recommendations

concerning the participation of another Participant to a

PA in accordance with Section 14 (Participation of

Additional Nations) and Section 17 (General Provisions) of

this MOU.

4.3.15. Monitoring export control arrangements required

to implement this MOU and, if applicable, referring

immediately to the ONIR DETT SC any export control issues

that could adversely affect the implementation of this

MOU.

4.3.16. Carrying out any additional responsibilities set

out in a PA.

4.4. The Participants, in the performance of work under an

individual PA, may elect to place Cooperative Project Personnel

(CPP) in the facilities of another Participant. The provisions

concerning CPP assigned to another Participant's facilities are

set out in paragraph 5.5. Section 5 (Financial Provisions) of

this MOU and Annex C (Cooperative Project Personnel) to this

MOU.

SECTION 5

FINANCIAL PROVISIONS

5.1. Each Participant will contribute its equitable share of

the full Financial Costs and Non-financial Costs incurred in

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performing, managing, and administering its responsibilities as

set out in each PA pursuant to this MOU. Such costs include

overhead costs, administrative costs, and costs of claims. Each

PA Participant will receive an equitable share of the results of

a PA, which will be the complete results of a PA unless a

different arrangement is determined in advance and included in

the PA. The tasks to be performed by each Participant will be

mutually determined and set out in each PA. The assignment of

tasks will represent an equitable sharing, as mutually

determined by the Participants to the PA, of the costs of work

to be performed under each PA.

5.2. This MOU in and of itself creates no financial or nonfinancial responsibilities regarding individual PAs; however,

detailed description of the financial arrangements for a

specific Project, including, at a minimum, the Financial Costs

and Non-financial Costs of a Project and each Participant's

share, will be mutually determined by the Participants to the PA

and will be contained in each PA.

5.3. The Participants will use their best efforts to perform,

or to have performed, the work specified in each PA within the

costs specified in each PA.

5.4. Each Participant will bear the full Financial Costs and

Non-financial Costs it incurs for performing, managing, and

administering its activities under this MOU and participation in

each PA. All such costs will be included as part of each

Participant's contributions to a Project. These costs include

financial and non-financial contributions (for example,

salaries, travel, and per diem costs for its Project personnel),

as well as their share of the cost of any Contract. Both

financial and non-financial contributions will be detailed in

the PA.

5.5. The Participants will bear costs related to the assignment

of CPP as follows:

5.5.1. The Host Participant will bear the following

costs:

5.5.1.1. All temporary duty costs, including travel

and per diem costs in connection with the performance of

any duty carried out pursuant to a Project requirement.

5.5.1.2. Costs including, but not limited to, CPP

assignment-related administrative and support services at

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the Host Participant's facilities, such as office space,

security services, information technology services,

communications services, supplies, and CPP related

training.

5.5.2. The Parent Participant will bear all other costs

of the CPP including, but not limited to, the following

costs:

5.5.2.1. All pay and allowances of CPP.

5.5.2.2. Transportation of CPP, CPP dependents, and

their personal property to the territory of the Host

Participant prior to commencement of the CPP assignment,

and return transportation of the foregoing from this

location upon completion or termination of the CPP

assignment.

5.5.2.3. Compensation for loss of, or damage to, the

personal property of CPP or CPP's dependents, subject to

the laws and regulations of the Parent Participant.

5.5.2.4. Preparation and shipment of remains in the

event of the death of CPP or CPP dependents.

5.6. The following costs will be borne entirely by the

Participant incurring the costs or on whose behalf the costs are

incurred:

5.6.1. Costs associated with any unique national

requirements identified by a Participant.

5.6.2. Any other costs outside the scope of this MOU or

a PA to which the Participant is a signatory.

5.7. A Participant will promptly notify the other

Participant(s) if available funds are not adequate to fulfill

its responsibilities under this MOU. If a Participant notifies

the other Participant(s) that it is terminating or reducing its

funding, the concerned Participants will immediately consult

with a view toward continuation on a modified basis. In the

event that an understanding to continue on a modified basis

cannot be reached by the concerned Participants, Section 17

(General Provisions) of this MOU and/or the applicable PA

provisions concerning withdrawal or termination will apply.

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5.8. The Participants may determine that it is necessary for

one Participant, consistent with its national laws and

regulations, to incur contractual obligations for the benefit of

one or more of the Participants. When so determined, in the

event one Participant incurs such contractual obligations for

the benefit of one or more of the other Participants, each

Participant will pay its equitable share of such contractual

obligations. Each Participant, on whose behalf the contract was

let, will make funds available in such amounts and at such times

as may be required by the contractual obligations, and will pay

its equitable share, as mutually determined among themselves, of

damages and costs that may accrue from the performance of or

cancellation of, the contractual obligation in advance of the

time such payments, damages, or costs are due. Prior to

contract cancellation, amendment or variance, the contracting

Participant will consult with the PA Participants concerning the

way forward.

5.8.1. For each PA, the ONIR DETT POs will be

responsible for establishing the detailed financial

management procedures under which a Project will operate.

These procedures may be detailed in a FMPD proposed by the

ONIR DETT POs and subject to the approval of the ONIR DETT

SC as appropriate.

5.8.2. Each Participant will provide funds for each

Project in accordance with the estimated schedule of

financial contributions as mutually determined by the

Participants to the PA.

5.9. Each Participant will be responsible for internal review

and audit of Project activities carried out by it and its

Contractors in accordance with its own national practices.

5.10. For PAs where funds are transferred between Participants,

the Participant receiving the funds will be responsible for the

internal audit regarding administration of those funds in

accordance with its national practices. Audit reports of such

funds will be promptly made available to the funding

Participant(s).

SECTION 6

CONTRACTING PROVISIONS

6.1. If any Participant determines that Contracting is

necessary to fulfill its responsibilities under Section 3 (Scope

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of Work) of this MOU, it will contract in accordance with its

national laws, regulations, and procedures with such waivers and

deviations as are necessary to implement the provisions of this

MOU.

6.2. When one Participant individually contracts on its own

behalf to perform a task under this MOU or a PA, it will be

solely responsible for its own Contracting, and the other

Participants will not be subject to any liability arising from

such Contracts without their prior written consent.

6.3. Each Participant will legally bind its Contractors to a

requirement that the Contractor will not retransfer or otherwise

use export-controlled Information furnished by another

Participant for any purpose other than the purposes authorized

under this MOU. The Contractor will also be legally bound not

to retransfer the export-controlled Information to another

Contractor or subcontractor unless that Contractor or

subcontractor has been legally bound to limit use of the

Information to the purposes authorized under this MOU. Exportcontrolled Information furnished by one Participant under this

MOU may only be retransferred by another Participant to its

Contractors if the legal arrangements required by this paragraph

have been established.

6.4. Each Participant will legally bind its Prospective

Contractors to a requirement that the Prospective Contractor

will not retransfer or otherwise use export-controlled

Information furnished by another Participant for any purpose

other than responding to a solicitation issued in furtherance of

the purposes authorized under this MOU. Prospective Contractors

will not be authorized use for any other purpose if they are not

awarded a Contract. The Prospective Contractors will also be

legally bound not to retransfer the export-controlled

Information to a prospective subcontractor unless that

prospective subcontractor has been legally bound to limit use of

the export-controlled Information for the purpose of responding

to the solicitation. Export-controlled Information furnished by

one Participant under this MOU may only be retransferred by

another Participant to its Prospective Contractors if the legal

arrangements required by this paragraph have been established.

Upon request by the furnishing Participant, the receiving

Participant will identify its Prospective Contractors and

prospective subcontractors receiving such export-controlled

Information.

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6.5. For all Contracting activities performed by any

Participant under a Project, on behalf of one or more of the

other Participants, the ONIR DETT POs will, upon request, be

provided a copy of all statements of work prior to the

development of solicitations to ensure they are consistent with

the provisions of this MOU.

6.6. The ONIR DETT POs may make use of a Participant's

Contracting Agency in the event that Contracting on behalf of

one or more of the other Participants is required to implement a

PA. The Contracting Agency so used will place Contracts in

accordance with its national laws, regulations, and procedures.

Sources from all Participants' industries will be allowed to

compete on an equal basis for such Contracts. The Contracting

Participant's Contracting Officer will be the exclusive source

for providing contractual direction and instructions to the

Contractors. The ONIR DETT POs will be responsible for the

coordination of activities relating to a PA and will cooperate

with the Contracting Officer in the areas of Contract

procedures, Contract negotiation, evaluation of offers, and

Contract award. The Contracting Officer will keep the ONIR DETT

POs informed of all financial arrangements with Contractors.

6.7. Each Participant's Contracting Agency will insert into its

prospective Contracts (and require its Contractors to insert in

subcontracts) suitable provisions to satisfy the requirements of

this MOU, including Section 7 (Project Equipment), Section 8

(Disclosure and Use of Project Information), Section 9

(Controlled Unclassified Information), Section 11 (Security),

Section 12 (Third Party Sales and Transfers), and Section 17

(General Provisions), including the export control provisions in

accordance with this MOU, in particular paragraphs 6.3. and 6.4

of this Section. Each Participant's Contracting Agency will

negotiate to obtain the rights to use and disclose Project

Information required by Section 8 (Disclosure and Use of Project

Information) of this MOU. During the Contracting process, each

Participant will also advise Prospective Contractors of their

responsibility to notify their respective Participant's

Contracting Agency immediately, before Contract award, if they

are subject to any license or agreement that will restrict their

governm , nt's freedom to disclose Information or permit its use,

and to employ their best efforts not to enter into any new

agreement or arrangement that will result in restrictions.

6.8. In the event a Participant's Contracting Agency is unable

to secure adequate rights to use and disclose Project

Information as required by Section 8 (Disclosure and Use of

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Project Information) of this MOU, or is notified by Contractors

or Prospective Contractors of any restrictions on the disclosure

and use of Project Information, that Participant's PO will notify

the other Participant's(s') PO(s) of the restriction(s). The

ONIR DETT POs will immediately determine whether this matter

will be referred to the ONIR DETT SC for consideration of the

consequences and resolution of the way ahead.

6.9. Each PO will promptly advise the other ONIR DETT POs and

the ONIR DETT SC of any anticipated or actual cost growth,

schedule changes, delay, or performance problems of any

Contractor for which its Contracting Agency is responsible.

6.10. Upon mutual consent, consistent with Section 2

(Objectives) of this MOU, a Participant may contract for the

unique national requirements of another Participant.

6.11. No requirement will be imposed by any Participant for

work sharing or other industrial or commercial compensation in

connection with any PA that is not in accordance with this MOU.

SECTION 7

PROJECT EQUIPMENT

7.1. Each Participant may loan without charge to the other

Participants(s) such Project Equipment identified as being

necessary for implementing this MOU or individual PAs. A list

of all Project Equipment loaned under this MOU will be developed

by the ONIR DETT POs in the format set out at Annex B (List of

Project Equipment Loaned under the MOU) to this MOU and

maintained by the ONIR DETT SC. A PA will provide a list of

specific details of any loan of Project Equipment for the

specific PA. Project Equipment identified at the time of the PA

signature will be detailed in the PA as set out in Annex A

(Sample Project Arrangement) to this MOU. Project Equipment

that cannot be identified at the time of PA signature will be

documented in a list to be developed and maintained by the ONIR

DETT POs in the format at Annex B to this MOU. Approval for all

loans will be in accordance with national procedures.

7.2. The providing Participant will furnish the Project

Equipment in a serviceable and operable condition according to

the intended purpose stated in the PA. However, the providing

Participant gives no assurance of fitness of the Project

Equipment for a particular purpose or use, and makes no

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commitment to alter, improve, or adapt the Project Equipment or

any part thereof.

7.3. The receiving Participant(s) will maintain any such

Project Equipment in good order, repair, and operable condition.

Unless the providing Participant has authorized the Project

Equipment to be expended or otherwise consumed without

reimbursement to the providing Participant, the receiving

Participant(s) will return the Project Equipment to the

providing Participant in as good condition as received, normal

wear and tear excepted, or return the Project Equipment and pay

the cost to restore it. If the Project Equipment is damaged

beyond economical repair, the receiving Participant(s) will

return the Project Equipment to the providing Participant

(unless otherwise specified in writing by the providing

Participant) and pay its replacement value as computed pursuant

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

procedures. If the Project Equipment is lost while in the

custody of the receiving Participant(s), the receiving

Participant(s) will issue a certificate of loss to the providing

Participant and pay the replacement value as computed pursuant

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

procedures. If known at the time of entry into effect, the

replacement value of the Project Equipment will be specified in

the Project Equipment list.

7.4. The providing Participant will deliver the Project

Equipment at its expense to the receiving Participant(s) at a

mutually determined location(s). Possession of, and

responsibility for, the Project Equipment will pass from the

providing Participant to the receiving Participant(s) at the

time of receipt of the Project Equipment. Any further

transportation is the responsibility of the receiving

Participant(s).

7.5. The providing Participant will furnish the receiving

Participant such Information as is necessary to enable the

Project Equipment to be used. If the Participants mutually

determine that specific training is required for use of the

Project Equipment, they will mutually determine the conditions

for the provision of such training.

7.6. All Project Equipment and Information relating to the use

of Project Equipment that is transferred will be used by the

receiving Participant(s) only for the purposes of carrying out

this MOU or individual PAs, unless otherwise consented to in

writing by the providing Participant. In addition, in

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accordance with Section 11 (Security) and Section 12 (Third.

Party Sales and Transfers) of this MOU, Project Equipment will

not be re-transferred without the prior written consent of the

providing Participant.

7.7. Project Equipment will remain the property of the

providing Participant. The providing Participant will provide

the Project Equipment for the mutually determined loan period

identified in the appropriate Project Equipment list. The loan

period may be extended by the written mutual consent of the

Participants concerned, provided that the duration does not

exceed the effective period of either the MOU or the relevant

PA. The receiving Participant will return Project Equipment to

the providing Participant prior to the termination or expiration

of either the MOU or relevant PA, or prior to the withdrawal of

either Participant from the MOU or the relevant PA.

7.8. Upon expiration or termination of the loan period (taking

into account any mutually determined extension), the receiving

Participant will return the Project Equipment, at its expense,

to the providing Participant at the mutually determined

location.

7.9. The Participants will ensure, by all reasonable means, the

protection of Intellectual Property rights in Project Equipment.

7.10. Project Equipment that is jointly acquired is subject to

the following provisions unless otherwise mutually determined by

the Participants concerned:

7.10.1. Any Project Equipment jointly acquired by the

Participants for use under a PA pursuant this MOU will be

disposed of as mutually determined by those Participants

during the applicable Project or when the Project ends as

mutually determined by the Participants involved.

7.10.2. Jointly acquired Project Equipment will remain

the property of the acquiring Participants in the same ratio

as costs (Financial Costs and Non-financial Costs) are

shared in the PA under which it is jointly acquired.

7.10.3. The Participant(s) that have custody of the

jointly acquired Project Equipment will maintain such

jointly acquired Project Equipment in good order, repair,

and operable condition, normal wear and tear excepted,

unless the Participants have mutually determined that it is

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expended or otherwise consumed by the Participant(s) in

connection with the Project.

7.10.4. If jointly acquired Project Equipment is damaged

or lost while in the custody of a Participant, the

provisions of paragraph 7.3. of this Section will apply.

7.10.5. Where a person or entity, other than the

Participants (including their personnel), damages jointly

acquired Project Equipment, and the cost of making good such

damage to the Project Equipment is not recoverable from such

person or entity, the Participants will share such costs in

the same ratios as their financial contributions pursuant to

the applicable PA.

7.10.6. Disposal of jointly acquired equipment may

include a transfer of the interest of one Participant in

such Project Equipment to the other Participant(s), or the

sale or transfer of such equipment to a Third Party in

accordance with Section 11 (Security) and Section 12 (Third

Party Sales and Transfers) of this MOU. The Participants

will share the consideration from jointly acquired Project

Equipment transferred or sold in the same ratio as costs

(Financial Costs and Non-financial Costs) are shared under

the PA for the purposes of which the equipment was acquired.

SECTION 8

DISCLOSURE AND USE OF PROJECT INFORMATION

8.1. General

8.1.1. The Participants recognize that successful

collaboration depends on full and prompt exchange of

Information necessary for carrying out this MOU and each

PA. Information may be exchanged under this MOU in

relation to the use of Project Equipment loaned under the

MOU in accordance with paragraph 7.1. of Section 7

(Project Equipment)of this MOU or for the purpose of

establishing a PA to carry out specific collaborative

activity. The nature and amount of Project Information to

be acquired will be consistent with this MOU and any

applicable PA. Subject to the rights of use in

Information the Participants are accorded under this MOU,

title to Foreground Information generated by a Participant

or its Contractor will reside in that Participant and/or

its Contractors, in accordance with that Participant's

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national laws, regulations, and policies. Nothing in this

MOU will affect title to Background Information of the

Participants or their Contractors.

8.1.2. Transfer of Project Information will be

consistent with the furnishing Participant's applicable

export control laws and regulations. Unless otherwise

restricted by duly authorized officials of the furnishing

Participant at the time of transfer to another

Participant, all export-controlled Information furnished

by that Participant to another Participant may be

retransferred to the other Participant's Contractors,

subcontractors, Prospective Contractors, and prospective

subcontractors, subject to the requirements of paragraphs

6.7. and 6.8. of Section 6 (Contracting Provisions) of

this MOU. Export-controlled Information may be furnished

by Contractors, subcontractors, Prospective Contractors,

and prospective subcontractors of one Participant's nation

to the Contractors, subcontractors, Prospective

Contractors, and prospective subcontractors of another

Participant's nation pursuant to this MOU subject to the

conditions established in licenses or other approvals

issued by the Government of the former Participant in

accordance with its applicable export control laws and

regulations.

8.1.3. Notwithstanding the provisions of this MOU that

relate to the protection of Information, particularly

Section 8 (Disclosure and Use of Project Information),

Section 9 (Controlled Unclassified Information), Section

11 (Security), Section 12 (Third Party Sales and

Transfers), and this Section, the specific export control

provisions set out in Section 6 (Contracting Provisions)

and this Section will not apply to transfers of

Information amongst non-U.S. Participants when such

exchanges do not include U.S. export-controlled

Information.

8.1.4. A Participant that is not a PA Participant will

be considered a Third Party for purposes of that PA, and

any disclosures will be in accordance with Section 12

(Third Party Sales and Transfers) of this MOU.

8.2. Government Project Foreground Information

8.2.1. Disclosure: Subject to subparagraph 8.1.2.,

Government Project Foreground Information generated in

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whole or in part by a Participant's military or civilian

employees will be disclosed without charge to the other

Participant(s). Nothing in this MOU will affect title to

Government Project Foreground Information of the

Participants.

8.2.2. Use: Subject to subparagraph 8.1.2. of this

Section, each Participant may use or have used on its

behalf all Government Project Foreground Information

without charge for its Defense Purposes. The Participant

generating Government Project Foreground Information will

also retain its rights of use thereto. Irrespective of

purpose, any sale or other transfer to a Third Party will

be subject to the provisions of Section 11 (Security) and

Section 12 (Third Party Sales and Transfers) of this MOU.

8.3. Government Project Background Information

8.3.1. Disclosure: Subject to subparagraph 8.1.2. of

this Section, each Participant, upon request, will

disclose to the other Participant(s) for the purposes of a

Project, any relevant Government Project Background

Information generated in whole or part by its military or

civilian employees, provided that:

8.3.1.1. such Government Project Background

Information is necessary to or useful in the Project,

with the Participant in possession of the Information

determining whether it is "necessary to" or "useful

in" the Project;

8.3.1.2. such Government Project Background

Information may be made available without incurring

liability to holders of Intellectual Property rights;

and

8.3.1.3. disclosure is consistent with national

disclosure policies and regulations of the furnishing

Participant.

8.3.2. Use: Subject to subparagraph 8.1.2. of this

Section, Government Project Background Information

disclosed by one Participant to another may be used

without charge by the other Participant(s) only for the

purposes of a Project; however, the furnishing Participant

will retain all its rights with respect to such Government

Project Background Information. Where the use of

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Government Project Background Information is necessary to

enable the use of Project Foreground Information, such

Government Project Background Information may be used

without charge for Defense Purposes, unless the provisions

of the applicable PA limit such use of the Government

Project Background Information.

8.4. Contractor Project Foreground Information

8.4.1. Disclosure: Subject to subparagraph 8.1.2 of

this Section, Contractor Project Foreground Information

generated and delivered by Contractors will be disclosed

without charge to the other Participant(s). Nothing in

this MOU will affect title to Contractor Project

Foreground Information of the Participants.

8.4.2. Use: Subject to subparagraph 8.1.2. of this

Section, each Participant may use or have used on its

behalf without charge for its Defense Purposes all

Contractor Project Foreground Information generated and

delivered by Contractors of the other Participant(s). The

Participant whose Contractors generate and deliver

Contractor Project Foreground Information will also retain

rights of use thereto in accordance with the applicable

Contract(s). Irrespective of purpose, any sale or other

transfer to a Third Party of Contractor Project Foreground

Information will be subject to the provisions of Section

11 (Security) and Section 12 (Third Party Sales and

Transfers) of this MOU.

8.5. Contractor Project Background Information

8.5.1. Disclosure: Subject to subparagraph 8.1.2. of

this Section, any Contractor Project Background

Information (including Information subject to Intellectual

Property rights) generated and delivered by Contractors

will be made available to the other Participant(s)

provided the following provisions are met:

8.5.1.1. such Contractor Project Background

Information is necessary to or useful in the Project,

with the Participant in possession of the Information

determining whether it is "necessary to" or "useful

in" the Project;

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8.5.1.2. such Contractor Project Background

Information may be made available without incurring

liability to holders of Intellectual Property rights;

8.5.1.3. disclosure is consistent with national

disclosure policies and regulations of the furnishing

Participant; and

8.5.1.4. any disclosure or transfer of such

Contractor Project Background Information to

Contractors is consistent with the furnishing

Participant's respective export control laws and

regulations.

8.5.2. Use: Subject to subparagraph 8.1.2. of this

Section, Contractor Project Background Information

furnished by one Participant's Contractors and disclosed

to the other Participant(s) may be used without charge by

the other Participant(s) only for the purposes of a

Project, and may be subject to further restrictions by

holders of Intellectual Property rights; however, the

furnishing Participant will retain its rights with respect

to such Contractor Project Background Information. Where

the use of Contractor Project Background Information is

necessary to enable the use of Project Foreground

Information, such Contractor Project Background

Information may be used without charge for Defense

Purposes when the provisions of the applicable PA permit

such use of the Contractor Project Background Information.

8.6. Alternative Uses of Project Information

8.6.1. Any Project Background Information provided by

one Participant will be used by the other Participant(s)

only for the purposes set out in this MOU, unless

otherwise consented to in writing by the providing

Participant.

8.6.2. The prior written consent of the participating

Participant(s) will be required for the use of Project

Foreground Information for purposes other than those

provided for in this MOU.

8.7. All Project Information subject to Intellectual Property

rights will be identified and marked. When unclassified,

it will be handled as Section 9 (Controlled Unclassified

Information) of this MOU and where classified, it will be

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subject to the provisions of Section 11 (Security) of this

MOU.

8.8. Patents

8.8.1. Unless otherwise mutually determined by the

Participants, title to a Project Invention, or the right

to receive title to a Project Invention, will reside with

the Participant originating the Project Invention. For

Project Inventions that result from joint ventures, title

to a Project Invention, or the right to receive title to a

Project Invention will be mutually determined by the

Participants.

8.8.2. Each Participant will include in its Contracts a

provision governing the disposition of rights in regard to

Project Inventions and patent rights relating thereto,

which either--

8.8.2.1. Provides that the Participant will hold

title to all Project Inventions together with the

right to make patent application for the same, free of

encumbrance from the Contractor; or

8.8.2.2. Provides that the Contractor will hold title

(or may elect to retain title) for Project Inventions

together with the right to make patent applications

for the same, while securing for the Participant

rights in compliance with the provisions of

subparagraph 8.8.4 of this Section.

8.8.3. In the event that a Participant owns title to a

Project Invention, or has the right to receive title to a

Project Invention, that Participant will consult with the

other Participant(s) regarding the filing of a Patent

application for such Project Invention or the public

disclosure of such Project Invention. Such consultation

is to take place prior to the relevant action.

8.8.3.1. The Participant that has or receives title

to such Project Invention will, in other countries,

file, cause to be filed, or provide the other

Participant(s) with the opportunity to file on behalf

of the Participant holding title, or its Contractors,

as appropriate, Patent applications covering that

Project Invention. If a Participant having filed or

caused to be filed a Patent application decides to

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stop prosecution of the application, that Participant

will notify the other Participant(s) of that decision

and permit the other Participant(s) to continue the

prosecution.

8.8.3.2. The other Participant(s) will be furnished,

at the time of filing or a reasonable time thereafter,

with copies of such Patent applications filed and

Patents granted with regard to Project Inventions.

8.8.4. Where a Participant owns or has the right to

receive title to a Project Invention, or its Contractor

holds title or elects to retain title to a Project

Invention, the Participant or its Contractor will grant to

the other Participant(s) a non-exclusive, irrevocable,

royalty-free license to practice or have practiced, by or

on behalf of the Participant, any such Project Invention

throughout the world for Defense Purposes.

8.8.5. In the event that it is not clear which

Participant owns title to a Project Invention, the

Participants will consult and determine which Participant

has title.

8.8.6. Patent applications to be filed under this MOU

that contain Classified Information will be handled and

safeguarded in accordance with Section 11 (Security) of

this MOU.

8.8.7. Each Participant will notify the other

Participant(s) within a reasonable time of any Patent

infringement claims made in its territory (that it is

aware of) arising in the course of work performed under a

Project. Insofar as possible, the other Participant(s)

will provide Information available to it that may assist

in defending or responding to the claim. Each Participant

will be responsible for handling all Patent infringement

claims made in its territory, and will consult with the

other Participant(s) during the handling, and prior to any

settlement, of such claims. The Participants will share

the costs of resolving Patent infringement claims in the

same ratios as they share the full Financial Costs and

Non-financial Costs of the applicable Project or as they

otherwise mutually determine. The Participants will, in

accordance with their national laws, regulations, and

practices, give their authorization and consent for all

use and manufacture in the course of work performed under

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the MOU or under a PA pursuant to this MOU, of any

invention covered by a Patent issued by their respective

countries.

SECTION 9

CONTROLLED UNCLASSIFIED INFORMATION

9.1. Except as otherwise provided in this MOU or as authorized

in writing by the originating Participant, Controlled

Unclassified Information provided or generated pursuant to this

MOU will be controlled as follows:

9.1.1. Such Information will be used only for the

purposes authorized for use of Project Information as

specified in Section 8 (Disclosure and Use of Project

Information) of this MOU.

9.1.2. Access to such Information will be limited to

personnel whose access is necessary for the permitted use

under subparagraph 9.1.1. of this Section, and will be

subject to the provisions of Section 12 (Third Party Sales

and Transfers) of this MOU.

9.1.3. Each Participant will take all appropriate lawful

steps, which may include national classification,

available to it to keep such Information free from further

disclosure (including requests under any legislative

provisions), except as provided in subparagraph 9.1.2. of

this Section, unless the originating Participant consents

to such disclosure. In the event of unauthorized

disclosure, or if it becomes probable that the Information

may have to be further disclosed under any legislative

provision, immediate notification will be given to the

originating Participant.

9.2. To assist in providing the appropriate controls, the

originating Participant will ensure that Controlled Unclassified

Information is appropriately marked to ensure its "in

confidence" nature. The Participants' export-controlled

Information will be marked in accordance with the applicable

Participant's export control markings as documented in the

Project Security Instruction (PSI). The Participants will also

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

on the Controlled Unclassified Information and define such

markings in the PSI.

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9.3. Prior to the transfer of any Controlled Unclassified

Information, a PSI and a CG will be prepared and authorized by

the appropriate DSA, describing the methods by which the

Information will be marked, used, transmitted and safeguarded.

9.4. Controlled Unclassified Information provided or generated

pursuant to this MOU will be handled in a manner that ensures

control as provided for in paragraph 9.1 of this Section.

9.5. Prior to authorizing the release of Controlled

Unclassified Information to Contractors, the Participants will

ensure the Contractors are legally bound to control such

Information in accordance with the provisions of this Section.

SECTION 10

VISITS TO ESTABLISHMENTS

10.1. Each Participant will permit visits to its government

establishments, agencies, and laboratories, and Contractor

industrial facilities by employees of the other Participant(s)

or by employees of the other Participants' Contractor(s),

provided that the visit is authorized by the respective

Participants and the employees have any necessary and

appropriate security clearances and a need-to-know.

10.2. All visiting personnel will be required to comply with

the security regulations of the host Participant. Any

Information disclosed or made available to visitors will be

treated as if supplied to the Participant sponsoring the

visiting personnel, and will be subject to the provisions of

this MOU.

10.3. Requests for visits by personnel of one Participant to a

facility of the other Participant will be coordinated through

official government-to-government channels, and will conform

with the established visit procedures of the host country.

Requests for visits will bear the name of this MOU and the

appropriate PA.

10.4. Lists of personnel of Participants required to visit, on

a continuing basis, facilities of the other Participants will be

submitted through official government-to-government channels in

accordance with the host Participant's recurring international

visit procedures.

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SECTION 11

SECURITY

11.1. All Classified Information provided or generated pursuant

to this MOU and its PAs will be used, stored, handled,

transmitted, and safeguarded in accordance with the applicable

bilateral or multilateral agreements or arrangements for the

protection of Classified Information between the Participants

concerned and the Participants' national security laws and

regulations. All disclosure of Classified Information must be

in accordance with national disclosure procedures.

11.2. Classified Information will be transmitted only through

official Government-to-government channels or through channels

approved by the DSAs of the Participants. Such Classified

Information will bear the level of classification and denote the

country of origin, the provisions of release, and the fact that

the Information relates to this MOU and the applicable PA, if

any.

11.3. Each Participant will take all appropriate lawful steps

available to it to ensure that Classified Information provided

or generated pursuant to this MOU and any of its PAs is

protected from further disclosure, except as permitted by

paragraph 11.8. of this Section, unless the respective

Participant consents to such disclosure. Accordingly, each

Participant will ensure that:

11.3.1. The recipient will not release the Classified

Information to any government, national, organization, or

other entity of a Third Party without the prior written

consent of the originating Participant in accordance with

the procedures set out in Section 12 (Third Party Sales

and Transfers) of this MOU.

11.3.2. The recipient will not use the Classified

Information for other than the purposes provided for in

this MOU.

11.3.3. The recipient will comply with any distribution

and access restrictions on Information that is provided

under this MOU.

11.4. The Participants will investigate all cases in which it

is known or in which there are grounds for suspecting that

Classified Information provided or generated pursuant to this

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MOU and any of its PAs has been lost or disclosed to

unauthorized persons. Each Participant also will promptly and

fully inform the other Participants of the details of any such

occurrence, and of the final results of the investigation and of

the corrective action taken to preclude recurrence.

11.5. The ONIR DETT POs will prepare a PSI and a CG for each

Project or exchange. The PSI and the CG will describe the

methods by which Project Information will be classified, marked,

used, transmitted, and safeguarded, and will require that

markings for all export-controlled Classified Information also

include the applicable export control markings identified in the

PSI in accordance with paragraph 9.2. of Section 9 (Controlled

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

developed by the PO within three months after a PA enters into

effect. They will be reviewed and forwarded to the Participants'

DSAs for approval and will be applicable to all government and

Contractor personnel participating in the Project. The CG will

be subject to regular review and revision with the aim of

downgrading the classification whenever this is appropriate.

The PSI and the CG will be approved by the appropriate DSA prior

to the transfer of any Classified Information or Controlled

Unclassified Information.

11.6. The DSA of the Participant in which a classified Contract

is awarded will assume responsibility for administering within

its territory security measures for the protection of the

Classified Information, in accordance with its laws and

regulations. Prior to the release to a Contractor, Prospective

Contractor, or subcontractor of any Classified Information

provided or generated under this MOU and any of its PAs, the

DSAs will:

11.6.1. Ensure that such Contractor, prospective

Contractor or subcontractor and their facility(ies) have

the capability to protect the Classified Information

adequately.

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

11.6.3. Grant a security clearance for all personnel

whose duties require access to Classified Information.

11.6.4. Ensure that all persons having access to the

Classified Information are informed of their

responsibilities to protect the Classified Information in

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accordance with national security laws and regulations,

and provisions of this MOU.

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 MOU or the applicable PA.

11.7. 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 MOU only when enforceable measures

are in effect to ensure that nationals or other entities of a

Third Party will not have access to Classified Information. If

enforceable measures are not in effect to preclude access by

nationals or other entities of a Third Party, the originating

Participant(s) will be consulted for written approval prior to

permitting such access.

11.8. For any facility in which Classified Information is to be

used, the responsible Participant or Contractor will approve the

appointment of a person or persons to exercise effectively the

responsibilities for safeguarding at such facility the

Information pertaining to this MOU and any of its PAs. These

officials will be responsible for limiting access to Classified

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

persons who have been properly approved for access and have a

need-to-know.

11.9. Each Participant will ensure that access to the

Classified Information is limited to those persons who possess

requisite security clearances and have a specific need for

access to the Classified Information in order to participate in

this MOU and any of its PAs.

11.10. Information provided or generated pursuant to this MOU

may be classified as high as TOP SECRET/Sensitive Compartmented

Information. The existence of this MOU is Unclassified and the

contents are Unclassified. The classification of a specific PA

and its content will be stated in the PA. Classified

Information classified up to the TOP SECRET/Sensitive

Compartmented Information may be provided or generated pursuant

34 UNCLASSIFIED
UNCLASSIFIED

to specific PAs approved under this MOU and any additional

security access and/or provisions addressed in the PA, and

subject to all necessary security arrangements being in place

prior to release of the Information.

SECTION 12

THIRD PARTY SALES AND TRANSFERS

12.1. Except to the extent permitted in paragraph 12.2. of this

Section, the Participants will not sell, transfer title to,

disclose, or transfer possession of any Project Foreground

Information (or any item produced either wholly or in part from

the Project Foreground Information) or jointly acquired or

produced Project Equipment to any Third Party without the prior

written consent of the other PA Participants involved in the

generation of the Project Foreground Information. Furthermore,

no Participant will permit any such sale, disclosure, or

transfer, including by the owner of the item, without the prior

written consent of the other PA Participants involved in the

generation of that Project Foreground Information. Such consent

will not be given unless the government of the intended

recipient consents in writing with the other Participant(s) that

it will:

12.1.1. not retransfer, or permit the further retransfer

of, any equipment or Information provided; and

12.1.2. use, or permit the use of, the equipment or

Information provided only for the purposes specified by

the Participants.

12.2. Each Participant will retain the right to sell, transfer

title to, disclose, or transfer possession of Project Foreground

Information that:

12.2.1. is generated solely by either that Participant or

that Participant's Contractors in the performance of that

Participant's work allocation under a PA or Section 3

(Scope of Work) of this MOU; and

12.2.2. does not include any Project Foreground

Information or Project Background Information of another

Participant, and whose generation, test, or evaluation has

not relied on the use of Project Equipment of another

Participant.

35 UNCLASSIFIED
UNCLASSIFIED

12.3. In the event questions arise as to whether the Project

Foreground Information (or any item produced either wholly or in

part from the Project Foreground Information) that a Participant

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 Section, the matter will be brought to the

immediate attention of the other PA Participants. The PA

Participants will resolve the matter prior to any sale or other

transfer of such Project Foreground Information (or any item

produced either wholly or in part from the Project Foreground

Information) to a Third Party.

12.4. A Participant will not sell, transfer title to, disclose,

transfer possession, grant, donate, or transfer usage rights of

Project Equipment or Project Background Information provided by

another Participant to any Third Party without the prior written

consent of the Participant that originally provided such

equipment or Information. In the event of such a transfer being

proposed, the originating Participant will be solely responsible

for authorizing such transfers and, as applicable, specifying

the method and provisions for implementing such transfers. The

receiving Participant will be required to obtain written legally

binding assurances from the Third Party not to transfer or

permit retransfer of any of the Project Equipment or Project

Background Information provided, and that the Third Party will

use such Project Equipment or Project Background Information

only for the purposes for which it was provided.

SECTION 13

LIABILITY AND CLAIMS

13.1. For claims arising out of, or in connection with,

activities carried out in the performance of official duty in

the execution and for the benefit of a Project, the appropriate

bilateral or multilateral agreement(s) or arrangement(s) between

the Participants concerned will apply.

13.2. Where no applicable bilateral or multilateral agreement(s)

or arrangement(s) exist between the Participants concerned, or

where there is a requirement to apportion liability in an

existing bilateral or multilateral agreement or arrangement, the

following provisions will apply:

13.2.1. With the exception of claims for damage or loss

to Project Equipment pursuant to Section 7

(Project Equipment) of this MOU, each Participant

36 UNCLASSIFIED
UNCLASSIFIED

waives all claims against the other Participants

for injury or death of its personnel and for

damage to or loss of its property arising from

the performance of official duties. If, however,

the Participants mutually determine that the

damage, loss, injury, or death is caused by

reckless acts, reckless omissions, willful

misconduct, or gross negligence, the cost of any

claim will be borne entirely by the responsible

Participant(s).

13.2 2 Claims from any other persons for injury, death,

damage, or loss of any kind will be processed by

the most appropriate Participant, as mutually

determined by the Participants. Claims from any

third parties for damage, loss, injury, or death

will be processed by the most appropriate

Participant, as mutually determined by the

Participants. The cost incurred in satisfying

such claims arising from activities pursuant to a

PA will be shared by the Contributing

Participants in proportion to financial

contributions to the PA. Costs incurred outside

of a PA, but pursuant to the MOU, will be borne

by the responsible Participant(s) in a proportion

agreed to by the concerned Participant(s). If,

however, the Participants mutually determine that

such liability results from the reckless acts or

reckless omissions, willful misconduct, or gross

negligence of a Participant's personnel or

agents, the costs of any liability will be borne

by that Participant alone. With respect to

loaned equipment, the receiving Participant will

be responsible for all costs except in case of

defective equipment. In such cases the providing

Participant will be responsible for costs of

claims.

13.3. Claims arising under any Contract awarded under this

MOU or under a PA pursuant to this MOU will be resolved in

accordance with the provisions of the Contract. The Contracting

Participant will not indemnify Contractors against third party

liability claims, unless otherwise mutually determined in

writing by the Participants.

SECTION 14

37 UNCLASSIFIED
UNCLASSIFIED

PARTICIPATION OF ADDITIONAL NATIONS

14.1. It is recognized that other national defense organizations

may wish to become MOU Participants.

14.2. Mutual consent of the Participants will be required to

conduct discussions with potential additional Participants. The

Participants will discuss the arrangements under which a

potential Participant might join, including the furnishing of

releasable Project Information for evaluation prior to joining.

If the disclosure of Project Information is necessary to conduct

discussions, such disclosure will be in accordance with Section

8 (Disclosure and Use of Project Information), Section 9

(Controlled Unclassified Information), Section 11 (Security),

and Section 12 (Third Party Sales and Transfers) of this MOU.

14.3. The Participants will mutually determine and jointly

formulate the provisions under which additional Participants

might join. The addition of a Participant to the MOU will

require amendment of this MOU by the Participants.

14.4. The addition of an MOU Participant to a PA will require

amendment of that PA by the PA Participants in accordance with

Section 17.3 (General Provisions).

SECTION 15

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

15.1. Customs duties, import and export taxes, and similar

charges will be administered in accordance with each

Participant's respective laws and regulations. Insofar as

existing national laws and regulations permit, the Participants

will endeavor to ensure that such readily identifiable duties,

taxes and similar charges, as well as quantitative or other

restrictions on imports and exports, are not imposed in

connection with work carried out under a Project.

15.2. Each Participant will use its best efforts to ensure that

customs duties, import and export taxes, and similar charges are

administered in a manner favorable to the efficient and

economical conduct of the work. If any such duties, taxes, or

similar charges are levied, the Participant in whose country

they are levied will bear such costs.

SECTION 16

38 UNCLASSIFIED
UNCLASSIFIED

SETTLEMENT OF DISPUTES

16.1. Disputes between the Participants arising under or

relating to this MOU or its PAs will be resolved only by

consultation between the Participants and will not be referred

to a national court, an international tribunal, or to any other

person or entity for settlement.

SECTION 17

GENERAL PROVISIONS

17.1. All activities of the Participants under this MOU and its

PAs will be carried out in accordance with their national laws

and regulations, including their respective export control laws

and regulations. Any responsibilities or participation in a PA

that requires the expenditure of funds will be subject to the

availability of funds for such purposes.

17.2. In the event of a conflict between a Section of this MOU

and any annex to this MOU, the MOU will prevail.

17.3. Except as otherwise provided, this MOU may be amended by

the mutual written consent of all of the Participants. Any PA

under this MOU may be amended by the mutual written consent of

all of the PA Participants.

17.4. This MOU may be terminated at any time upon the mutual

written consent of all of the Participants. In the event of MOU

termination, all PAs will be automatically terminated. An

individual PA may be terminated at any time upon the written

consent of all of the PA Participants. In the event the

Participants mutually consent to terminate this MOU, or PA

Participants mutually decide to terminate a PA, they will

consult prior to the date of termination to ensure termination

on the most economical and equitable provisions.

17.5. In the event that the MOU or any of its PAs is terminated,

the following will apply:

17.5.1. The Participants will continue participation

financial or otherwise, up to the effective date of

termination.

17.5.2. Except as to Contracts awarded on behalf of other

Participant(s), each Participant will be

responsible for its own costs associated with

termination. For Contracts awarded on behalf of

39 UNCLASSIFIED
UNCLASSIFIED

other Participant(s), such Participant(s) will pay

all costs associated with termination in accordance

with the cost sharing arrangements in the relevant

PA.

17.5.3. All Project Information and rights therein received

under the provisions of this MOU and its PAs prior

to the termination will be retained by the

Participants, subject to the provisions of this MOU

and any applicable PA.

17.5.4. Each Participant will make available to the other

Participant(s) all Project Foreground Information

generated and delivered prior to termination, and

which has not been provided to the other

Participant(s) prior to termination.

17.6. Any Participant may withdraw from this MOU upon 90 days

written notification to the other Participant(s). Such

withdrawal will automatically result in that Participant's

withdrawal from all PAs to which it is a signatory. A PA

Participant may withdraw from a PA without withdrawing from this

MOU. A Participant may withdraw from a PA upon 90 days written

notification to the other PA Participant(s). Notice of

withdrawal from either the MOU or its PAs will be the subject of

immediate consultation by the other Participant(s) to decide

upon the appropriate course of action. In the event of

withdrawal from the MOU or its PAs, the following will apply:

17.6.1. The withdrawing Participant will continue

participation, financial or otherwise, up to the effective

date of withdrawal.

17.6.2. Except as to Contracts awarded on behalf of the

other Participant(s) pursuant to a PA, each Participant

will be responsible for its own Project-related costs

associated with withdrawal from a Project. For Contracts

awarded on behalf of the other Participant(s), the

withdrawing Participant will pay all Contract modification

or termination costs that would not otherwise have been

incurred but for the decision to withdraw; in no event,

however, will a withdrawing Participant's total financial

and non-financial contribution, including Contract

termination costs, exceed that Participant's financial and

non-financial contributions as established in a PA.

40 UNCLASSIFIED
UNCLASSIFIED

17.6.3. All Project Information and rights therein

received under the provisions of this MOU and any of its

PAs prior to the withdrawal of a Participant will be

retained by the Participants, subject to the provisions of

this MOU.

17.6.4. If requested by the other Participant(s), the

withdrawing Participant may continue to administer

Contract(s), which it awarded on behalf of the other

Participant(s) on a reimbursable basis.

17.6.5. Each Participant will make available to the other

Participant(s) all Foreground Information generated and

delivered prior to withdrawal, and which has not be

provided to the other Participant(s) prior to the

withdrawal.

17.7. The respective benefits and responsibilities of the

Participants regarding Section 7 (Project Equipment), Section 8

(Disclosure and Use of Project Information), Section 9

(Controlled Unclassified Information), Section 11 (Security),

Section 12 (Third Party Sales and Transfers), Section 13

(Liability and Claims), and this Section 17 (General Provisions)

of this MOU will continue to apply notwithstanding termination

or expiration of this MOU or its PAs, or a withdrawal of a

Participant from this MOU or its PAs.

17.8. This MOU, which consists of an Introduction, seventeen

(17) Sections, and three (3) Annexes, will come into effect upon

signature by all Participants and will remain in effect for 25

years. It may be extended by the mutual written consent of the

Participants. PAs will come into effect upon signature by the

Participants to that PA.

41 UNCLASSIFIED
UNCLASSIFIED

This ONIR DETT MOU is signed by the authorized representatives

of the Participants.

SIGNED, in four copies.

FOR THE DEPARTMENT OF

DEFENCE OF AUSTRALIA

\ . , c:..s-e_

Signature

l f\14 5 Aize.

Name

Pi c- 1 ( I., er cos

Title

1'2- -Ss-,ne- ZOO e

DATE

42 UNCLASSIFIED
UNCLASSIFIED

This ONIR DETT MOU is signed by the authorized representatives

of the Participants.

SIGNED, in four copies.

FOR THE DEPARTMENT OF

NATIONAL DEFENCE OF CANADA

Signature

Robert S. Walker

Name

Assistant Deputy Minister

(Science & Technology 

Title

L May 2008

DATE

43 UNCLASSIFIED
UNCLASSIFIED

This ONIR DETT MOU is signed by the authorized representatives

of the Participants.

SIGNED, in four copies.

FOR THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

Bruce S. Lemkin

Name

Deputy Under Secretary of the

Air Force

International Affairs 

Title

2 8 Or 08

DATE

44 UNCLASSIFIED
Signature

UNCLASSIFIED

This ONIR DETT MOU is signed by the authorized representatives

of the Participants.

SIGNED, in four copies.

FOR THE SECRETARY OF STATE

FOR DEFENCE OF THE UNITED

KiNGDOM OF GREAT BRITAIN

Al∎TD NORTHERN IR LAND

Name 

S Q IujLAIL, Rv 

C.-4 P4 Atari fil tINAGut. ((NFoltms-rbei Catitoitin)

Title

ii f(; 0%

DATE

•4 UNCLASSIFIED
UNCLASSIFIED

ANNEX A

**SAMPLE PROJECT ARRANGEMENT**

(Provided as guidance only)

(Insert Title of Project)

PROJECT ARRANGEMENT NO.

PURSUANT TO THE

RESEARCH, DEVELOPMENT, TEST AND EVALUATION OF OVERHEAD NONIMAGING INFRARED (ONIR)

DATA EXPLOITATION TOOLS AND TECHNIQUES (DETT)

MEMORANDUM OF UNDERSTANDING

AMONG

THE DEPARTMENT OF DEFENCE OF AUSTRALIA

AND THE

DEPARTMENT OF NATIONAL DEFENCE

OF CANADA

AND THE

SECRETARY OF STATE FOR DEFENCE

OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

AND THE

THE DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA

DATED (Insert date of MOU)

*Project Arrangement Numbers will be structured as follows:

AS-CA-UK-US-X-NN-nnnn where X is a U.S. Military Departmentor Defense

Agency designator such as A for Army, D for Department of Defense, F

for Air Force, N for Navy; NN is the calendar year,

and nnnn is a sequential number.

46 UNCLASSIFIED
UNCLASSIFIED

TABLE OF CONTENTS

SECTION

1 INTRODUCTION

2 DEFINITION OF TERMS AND ABBREVIATIONS

3 OBJECTIVES

4 SCOPE OF WORK

5 SHARING OF TASKS

6 BREAK DOWN AND SCHEDULE OF TASKS (OPTIONAL)

7 MANAGEMENT

8 FINANCIAL ARRANGEMENTS

9 SPECIAL ARRANGEMENTS (OPTIONAL)

10 LEVEL OF CLASSIFICATION

11 PRINCIPAL ORGANIZATIONS INVOLVED

12 LOAN OF PROJECT EQUIPMENT (OPTIONAL)

13 ENTRY INTO EFFECT, DURATION, AND TERMINATION

PAGE

47 UNCLASSIFIED
UNCLASSIFIED

SECTION 1

INTRODUCTION

(Note: Number paragraphs sequentially, i.e., 1.1., 1.2., etc.)

This Project Arrangement (PA) between [Participants of the PA]

is entered into pursuant to the Memorandum of Understanding

among the Department of Defence of Australia, the Department of

National Defence of Canada, the Secretary of State for Defence

of the United Kingdom of Great Britain and Northern Ireland and

the Department of Defense of the United States of America, for

the Research, Development, Test and Evaluation of Overhead NonImaging Infrared (ONIR) Data Exploitation Tools and Techniques

(DETT), dated of (month/dd,/yyyy) hereinafter referred to as the

"ONIR DETT MOU," the provisions of which are hereby incorporated

by reference.

SECTION 2

DEFINITION OF TERMS AND ABBREVIATIONS

(Note: Define only those terms used in this PA that have not been

defined in the MOU.)

SECTION 3

OBJECTIVES

The objectives of this Project are:

a. The development of

b. The improvement of

c. The investigation of

SECTION 4

SCOPE OF WORK

The following work will be carried out under this PA.

48 UNCLASSIFIED
UNCLASSIFIED

a. Research

b. Develop

c. Evaluate

d. Design, fabricate and test

SECTION 5

SHARING OF TASKS

The sharing of tasks will be as follows:

a. Australia (AS) will

b. Canada (CA) will

c. The United Kingdom (UK) will

d. The United States (U.S.) will

e. The Participants will jointly

SECTION 6

BREAK DOWN AND SCHEDULE OF TASKS

(OPTIONAL)

(Note: When the tasks covered under this Project may be performed

using multiple phases, requiring milestones or decision points.)

49 UNCLASSIFIED
UNCLASSIFIED

The Project will proceed according to the following phases and

schedule:

Phase 1 Start End

Description of Phase 1 MM/YY MM/YY

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

Phase 2 Start End

Description of Phase 2 MM/YY MM/YY

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

Phase 3 Start End

Description of Phase 3 MM/YY MM/YY

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

-(Note: Add as many phases as necessary.)

The final report will be transmitted to the ONIR DETT SC

representatives of the PA Participants six months before the

expiration date for this PA.

SECTION 7

MANAGEMENT

1. The following are designated as ONIR Project Officers (ONIR

DETT POs):

The AS ONIR DETT PO is:

Title/Position:

Organization: 

Address:

The CA ONIR DETT PO is:

Title/Position:

Organization:

Address:

The UK ONIR DETT PO is:

Title/Position:

Organization:

Address:

50 UNCLASSIFIED
UNCLASSIFIED

The U.S. ONIR DETT PO is:

Title/Position: 

Organization: 

Address:

2. Particular Management Procedures:

(Note: Mention only those additional management responsibilities not

covered under Section 4 of the ONIR DETT MOU.)

SECTION 8

FINANCIAL ARRANGEMENTS

The Participants estimate that the total cost of performance of

the work under this PA will not exceed (insert currency).

The AS tasks will not cost more than W Australian $:

The CA tasks will not cost more than X Canadian $:

The UK tasks will not cost more than Y UK £:

The U.S. tasks will not cost more than Z US$:

Cooperative efforts of the Participants over and above the

jointly determined tasks detailed in the scope of work, sharing

of tasks, and financial arrangements Sections of this PA will be

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

(Note: Revise where cost sharing percentages need to be identified.)

(Note: Consideration should be given to any potential risks implicit

in para 5.8 of the MOU where one Participant contracts on behalf of

other PA Participants.)

SECTION 9

SPECIAL ARRANGEMENTS

(OPTIONAL)

(Note: Include any special provisions relevant to the specific PA.)

SECTION 10

51 UNCLASSIFIED
UNCLASSIFIED

LEVEL OF CLASSIFICATION

(Note: Describe highest approved level of classification and include

additional security provisions as necessary.)

The existence of this PA is UNCLASSIFIED* and the contents are

UNCLASSIFIED*.

* Revise where appropriate.

SECTION 11

PRINCIPAL ORGANIZATIONS INVOLVED

(Note: List the government laboratories, research centers, etc., for

AS, CA, UK, and the US including full postal address.)

SECTION 12

LOAN OF PROJECT EQUIPMENT

(OPTIONAL)

The loan of the following Project Equipment is necessary for

executing this PA.

Providing Receiving Qty Description Consumables/ Approx Loan

Participant(s) Participant(s) Part/Srock# Non-Consumables Value Period

(Fill in as appropriate)

Alternate Paragraph 12.1.:

12.1. Project Equipment to be loaned will be listed in a

supplement to this PA in the following format.

Providing Receiving Qty Description Consumables/ Approx Loan

Participant(s) Participant(s) Part/Stock# Non-Consumables Value Period

(Fill in as appropriate)

The supplement will be prepared by the ONIR DETT POs for

signature by the ONIR DETT SC, after appropriate national

52 UNCLASSIFIED
UNCLASSIFIED

approvals have been obtained. The supplement will be an

integral part of this PA.

12.2. The providing Participant will loan the Project Equipment

for the loan period identified in paragraph 12.1. of this PA or

that is intended to be consumed/expended and not returned to the

providing Participant. **

**If Alternate Paragraph 12.1. is used, change Paragraph 12.2.

as follows: The providing Participant will loan the Project

Equipment for the loan period identified in the supplement.

SECTION 13

ENTRY INTO EFFECT, DURATION, AND TERMINATION

This PA, a Project under the ONIR DETT MOU and which

consists of thirteen (13) Sections, will come into effect upon

the date of last signature of the PA Participants, and will

remain in effect for years unless terminated by the PA

Participants. It may be extended by the mutual written consent

of the PA Participants.

(Note: Signature block for Participants only.)

53 UNCLASSIFIED
UNCLASSIFIED

SIGNED, in (# of PA Participants) copies,

FOR THE DEPARTMENT OF FOR THE DEPARTMENT OF

DEFENCE OF AUSTRALIA NATIONAL DEFENCE OF CANADA

Signature Signature

Name Name

Title Title

Date Date

FOR THE DEPARTMENT OF DEFENSE FOR THE SECRETARY OF STATE

OF THE UNITED STATES OF AMERICA FOR DEFENCE OF THE UNITED

KINGDOM OF GREAT BRITAIN

AND NORTHERN IRELAND

Signature Signature

Name Name

Title Title

Date Date

54 UNCLASSIFIED
UNCLASSIFIED

ANNEX B

LIST OF PROJECT EQUIPMENT LOANED UNDER THE MOU

Providing Receiving Qty Description Consumables/ Approx Loan

Participant(s) Participant(s) Part/Stock# Non-consumables Value Period

(Fill in as appropriate)

Approved by: Approved by:

Signature (ONIR DETT/SC) Signature (ONIR DETT/SC)

Name Name

Title Title

Date Date

Location Location

55 UNCLASSIFIED
UNCLASSIFIED

ANNEX C

COOPERATIVE PROJECT PERSONNEL

1.0. Purpose and Scope

1.1. This Annex establishes the provisions for Cooperative

Project Personnel (CPP) assigned to work in accordance with

Section 3 (Scope of Work) of this MOU. CPP must be able to

perform all responsibilities assigned to them under the

applicable PA and under the MOU. Commencement of assignments

will be subject to the requirements that may be imposed by the

Host Participant or its government regarding acceptance of CPP,

such as, but not limited to, visas and visit request

documentation. The Host Participant and Parent Participant will

determine the length of tour for the positions at the time of

initial assignment.

1.2. CPP will be assigned to work on specific activities

related to the research and development of ONIR data

exploitation tools and techniques and will report to a

supervisor to be identified by the Host Participant. CPP will

have a position description mutually determined by the Parent

Participant and Host Participant. CPP will not act as liaison

officers for their Parent Participant on non-Project matters.

1.3. CPP will not be assigned to command or other positions

that would require them to exercise responsibilities that are

reserved by law or regulation to an officer or employee of the

Host Participant's government.

2.0 Security

2.1. The Host Participant will establish the level of security

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

Classified Information and facilities required in the

performance of official duties. Access to Classified

Information and facilities in which Classified Information is

used will be limited by Section 3 (Scope of Work) of this MOU.

2.2. The Parent Participant will file visit requests through

prescribed channels in compliance with the Host Participant's

procedures. As part of the visit request procedures, each

Participant will cause security assurances to be filed, through

the Parent Participant's embassy located in the Host

Participant's country, specifying the security clearances for

the CPP being assigned.

56 UNCLASSIFIED
UNCLASSIFIED

2.3. The Host Participant and Parent Participant will use their

best efforts to ensure that CPP assigned to a Host Participant's

facility to conduct a work under this MOU are aware of the

requirements of this MOU. On arrival, CPP and their dependants

will be informed by the Host Participant's representative about

applicable laws, orders, regulations, and customs and the need

to comply with them. Prior to commencing assigned duties, CPP

will, if required by the Host Participant's government laws,

regulations, policies or procedures, sign a certification

concerning the conditions and responsibilities of CPP.

2.4. CPP will at all times be required to comply with the

security and export control laws, regulations, and procedures of

the Host Participant's government. Any violation of security

procedures by CPP during their assignment will be reported to

the Parent Participant for appropriate action. CPP committing

significant violations of security laws, regulations, or

procedures during their assignments will be withdrawn from the

Project with a view toward appropriate administrative or

disciplinary action by their Parent Participant.

2.5. All Classified Information made available to CPP will be

considered as Classified Information furnished to the Parent

Participant, and will be subject to all provisions and

safeguards provided for in Section 11 (Security) of this MOU.

2.6. CPP will not have personal custody of Classified

Information or Controlled Unclassified Information unless

approved by the Host Participant and as authorized by their

Parent Participant. They will be granted access to such

Information in accordance with Section 9 (Controlled

Unclassified Information) and Section 11 (Security) of this MOU,

and the applicable Project Security Instruction during normal

duty hours and when access is necessary to perform work under

this MOU.

2.7. CPP assigned to a Host Participant's facility to conduct a

work under this MOU will not serve as a conduit between the Host

Participant and Parent Participant for requests and/or

transmission of Classified Information or Controlled

Unclassified Information outside the scope of their assignment,

unless specifically authorized by the Parent Participant.

3.0. Technical and Administrative Matters

57 UNCLASSIFIED
UNCLASSIFIED

3.1. Subject to any applicable multilateral or bilateral

agreements or arrangements of the governments of the Host

Participant and Parent Participant, CPP and their authorized

dependants will be accorded:

3.1.1. The tax treatment of income received by CPP from

the Parent Participant will be determined by

reference to the tax legislation of the

government of the Host Participant and the

government of the Parent Participant, subject to

the terms of any double taxation agreement in

force between the government of the Host

Participant and the government of the Parent

Participant, or by the terms of the NATO Status

of Forces Agreement when both the Parent

Participant and the Host Participants'

governments are NATO members.

3.2. On arrival CPP and their dependants will be provided

briefings arranged by the Host Participant's representative

regarding (subject to any applicable multilateral or bilateral

agreements or arrangements) entitlements, privileges, and

obligations such as:

3.2.1. Any medical and dental care that may be provided

to CPP and their dependants at local medical

facilities, subject to the requirements of

applicable laws and regulations, including

reimbursement when required.

3.2.2. Purchasing and patronage privileges at military

commissaries, exchanges, theaters, and clubs for

CPP and their dependants, subject to the

requirements of applicable laws and regulations.

3.2.3. The Host Participant will provide, if available,

housing and messing facilities for CPP and their

dependants on the same basis and priority as for

its own personnel. CPP will pay messing and

housing charges to the same extent as Host

Participant personnel. At locations where

facilities are not provided by the Host

Participant for its own personnel, or facilities

are not available, the Parent Participant will

make suitable arrangements for its CPP.

58 UNCLASSIFIED
UNCLASSIFIED

3.2.4. Responsibility of CPP and their accompanying

dependants to obtain motor vehicle liability

insurance coverage in accordance with the laws

and regulations applicable in the area where they

are residing. In case of claims involving the

use of private motor vehicles by CPP, the

recourse will be against such insurance.

3.3. The Host Participant will, in consultation with the CPP,

establish standard operating procedures for CPP in the following

areas:

3.3.1. Working hours, including holiday schedules.

3.3.2. Leave authorization, consistent to the extent

possible with the military and civilian personnel

regulations and practices of the Host Participant

and Parent Participant.

3.3.3. Dress regulations, consistent to the extent

possible with the military and civilian personnel

regulations and practices of the Host Participant

and Parent Participant.

3.3.4. Performance evaluations, recognizing that such

evaluations will be rendered in accordance with

the Parent Participant's military or civilian

personnel regulations and practices.

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

of the Host Participant or Parent Participant may be withdrawn

from a Project with a view toward further administrative or

disciplinary action by the Parent Participant. Disciplinary

action, however, will not be taken by the Host Participant

against CPP, nor will CPP exercise disciplinary powers over the

Host Participant's personnel. In accordance with Host

Participant's government laws and regulations, the Host

Participant will assist the Parent Participant in carrying out

investigations of offenses involving CPP.

3.5. During their assignment, CPP will not be placed in the

following duty status or environments unless it is consented to

by the Parent Participant:

3.5.1. Areas of political sensitivity where their

presence may jeopardize the interests of either

the Host Participant or Parent Participant, or

59 UNCLASSIFIED