NONREIMBURSABLE SPACE ACT AGREEMENT 

BETWEEN 

THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION AND PARTNER 

(TBD)

FOR NON-REIMBURSABLE SPACE ACT AGREEMENT (TITLE OF EFFORT)

ARTICLE 1. AUTHORITY AND PARTIES

In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113(e)), this 

Agreement is entered into by the National Aeronautics and Space Administration, located at 300 

E Street SW, Washington, DC 20546 (hereinafter referred to as "NASA") and PARTNER 

NAME AND ADDRESS. NASA and Partner may be individually referred to as a "Party" and 

collectively referred to as the "Parties."

ARTICLE 2. PURPOSE

(INSERT DESCRIPTION)

ARTICLE 3. RESPONSIBILITIES

A. NASA will use reasonable efforts to: (INSERT)

B.PARTNER NAME will use reasonable efforts to: (INSERT)

ARTICLE 4. SCHEDULE AND MILESTONES

The planned major milestones for the activities defined in the "Responsibilities" Article are as 

follows:

(INSERT)

ARTICLE 5. FINANCIAL OBLIGATIONS

There will be no transfer of funds between the Parties under this Agreement and each Party will 

fund its own participation. All activities under or pursuant to this Agreement are subject to the 

availability of funds, and no provision of this Agreement shall be interpreted to require 
obligation or payment of funds in violation of the Anti-Deficiency Act, (31 U.S.C. § 1341).

ARTICLE 6. PRIORITY OF USE

Any schedule or milestone in this Agreement is estimated based upon the Parties' current 

understanding of the projected availability of NASA goods, services, facilities, or equipment. In 

the event that NASA's projected availability changes, Partner shall be given reasonable notice of 

that change, so that the schedule and milestones may be adjusted accordingly. The Parties agree 

that NASA's use of the goods, services, facilities, or equipment shall have priority over the use 

planned in this Agreement. Should a conflict arise, NASA in its sole discretion shall determine 

whether to exercise that priority. Likewise, should a conflict arise as between two or more nonNASA Partners, NASA, in its sole discretion, shall determine the priority as between those 

Partners. This Agreement does not obligate NASA to seek alternative government property or 

services under the jurisdiction of NASA at other locations.

ARTICLE 7. NONEXCLUSIVITY

This Agreement is not exclusive; accordingly, NASA may enter into similar agreements for the 

same or similar purpose with other private or public entities.

ARTICLE 8. LIABILITY AND RISK OF LOSS

A. Each Party hereby waives any claim against the other Party, employees of the other Party, the 

other Party's Related Entities (including but not limited to contractors and subcontractors at any 

tier, grantees, investigators, customers, users, and their contractors or subcontractor at any tier), 

or employees of the other Party's Related Entities for any injury to, or death of, the waiving 

Party's employees or the employees of its Related Entities, or for damage to, or loss of, the 

waiving Party's property or the property of its Related Entities arising from or related to activities 

conducted under this Agreement, whether such injury, death, damage, or loss arises through 

negligence or otherwise, except in the case of willful misconduct.

B. Each Party further agrees to extend this cross-waiver to its Related Entities by requiring 

them, by contract or otherwise, to waive all claims against the other Party, Related Entities of the 

other Party, and employees of the other Party or of its Related Entities for injury, death, damage, 

or loss arising from or related to activities conducted under this Agreement. Additionally, each 

Party shall require that their Related Entities extend this cross-waiver to their Related Entities by 

requiring them, by contract or otherwise, to waive all claims against the other Party, Related 

Entities of the other Party, and employees of the other Party or of its Related Entities for injury, 

death, damage, or loss arising from or related to activities conducted under this Agreement. 

ARTICLE 9. LIABILITY AND RISK OF LOSS - PRODUCT LIABILITY

With respect to products or processes resulting from a Party's participation in an SAA, each 

Party that markets, distributes, or otherwise provides such product, or a product designed or 

produced by such a process, directly to the public will be solely responsible for the safety of the 
product or process.

ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS

Information and data exchanged under this Agreement is exchanged without restrictions unless 

required by national security regulations (e.g., classified information) or as otherwise provided in 

this Agreement or agreed to by the Parties for specifically identified information or data (e.g., 

information or data specifically marked with a restrictive notice).

ARTICLE 11. INTELLECTUAL PROPERTY RIGHTS –

INVENTION AND PATENT RIGHTS

A. "Related Entity" as used in this Invention and Patent Rights Article means a contractor, 

subcontractor, grantee, or other entity having a legal relationship with NASA or Partner 

assigned, tasked, or contracted with to perform activities under this Agreement.

B. The invention and patent rights herein apply to employees and Related Entities of Partner. 

Partner shall ensure that its employees and Related Entity employees know about and are bound 

by the obligations under this Article.

C. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this 

Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) 

under this Agreement remain with the respective inventing party(ies). No invention or patent 

rights are exchanged or granted under this Agreement. NASA and Partner will use reasonable 

efforts to report inventions made jointly by their employees (including employees of their 

Related Entities). The Parties will consult and agree on the responsibilities and actions to 

establish and maintain patent protection for joint invention, and on the terms and conditions of 

any license or other rights exchanged or granted between them.

ARTICLE 12. USE OF NASA NAME AND NASA EMBLEMS

A. NASA Name and Initials

Partner shall not use "National Aeronautics and Space Administration" or "NASA" in a way that 

creates the impression that a product or service has the authorization, support, sponsorship, or 

endorsement of NASA, which does not, in fact, exist. Except for releases under the "Release of 

General Information to the Public and Media" Article, Partner must submit any proposed public 

use of the NASA name or initials (including press releases and all promotional and advertising 

use) to the NASA Associate Administrator for the Office of Communications or designee 

("NASA Communications") for review and approval. Approval by NASA Office of 

Communications shall be based on applicable law and policy governing the use of the NASA 

name and initials. 

B. NASA Emblems

Use of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASA Program 
Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. Partner must submit any 

proposed use of the emblems to NASA Communications for review and approval. 

ARTICLE 13. RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA

NASA or Partner may, consistent with Federal law and this Agreement, release general 

information regarding its own participation in this Agreement as desired.

Pursuant to Section 841(d) of the NASA Transition Authorization Act of 2017, Public Law 115-

10 (the "NTAA"), NASA is obligated to publicly disclose copies of all agreements conducted 

pursuant to NASA's 51 U.S.C. §20113(e) authority in a searchable format on the NASA website 

within 60 days after the agreement is signed by the Parties. The Parties acknowledge that a copy 

of this Agreement will be disclosed, without redactions, in accordance with the NTAA.

ARTICLE 14. DISCLAIMER OF WARRANTY

Goods, services, facilities, or equipment provided by NASA under this Agreement are provided 

"as is." NASA makes no express or implied warranty as to the condition of any such goods, 

services, facilities, or equipment, or as to the condition of any research or information generated 

under this Agreement, or as to any products made or developed under or as a result of this 

Agreement including as a result of the use of information generated hereunder, or as to the 

merchantability or fitness for a particular purpose of such research, information, or resulting 

product, or that the goods, services, facilities or equipment provided will accomplish the 

intended results or are safe for any purpose including the intended purpose, or that any of the 

above will not interfere with privately-owned rights of others. Neither the government nor its 

contractors shall be liable for special, consequential or incidental damages attributed to such 

equipment, facilities, technical information, or services provided under this Agreement or such 

research, information, or resulting products made or developed under or as a result of this 

Agreement.

ARTICLE 15. DISCLAIMER OF ENDORSEMENT

NASA does not endorse or sponsor any commercial product, service, or activity. NASA's 

participation in this Agreement or provision of goods, services, facilities or equipment under this 

Agreement does not constitute endorsement by NASA. Partner agrees that nothing in this 

Agreement will be construed to imply that NASA authorizes, supports, endorses, or sponsors any 

product or service of Partner resulting from activities conducted under this Agreement, 

regardless of the fact that such product or service may employ NASA-developed technology.

ARTICLE 16. COMPLIANCE WITH LAWS AND REGULATIONS

A. The Parties shall comply with all applicable laws and regulations including, but not limited to, 

safety; security; export control; environmental; and suspension and debarment laws and 
regulations. Access by a Partner to NASA facilities or property, or to a NASA Information 

Technology (IT) system or application, is contingent upon compliance with NASA security and 

safety policies and guidelines including, but not limited to, standards on badging, credentials, 

and facility and IT system/application access.

B. With respect to any export control requirements: 

1. The Parties will comply with all U.S. export control laws and regulations, including the 

International Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120 through 130, and the 

Export Administration Regulations (EAR), 15 C.F.R. Parts 730 through 799, in performing work 

under this Agreement or any Annex to this Agreement. In the absence of available license 

exemptions or exceptions, the Partner shall be responsible for obtaining the appropriate licenses 

or other approvals, if required, for exports of hardware, technical data and software, or for the 

provision of technical assistance.

2. The Partner shall be responsible for obtaining export licenses, if required, before utilizing 

foreign persons in the performance of work under this Agreement or any Annex under this 

Agreement, including instances where the work is to be performed on-site at NASA and where 

the foreign person will have access to export-controlled technical data or software.

3. The Partner will be responsible for all regulatory record-keeping requirements associated with 

the use of licenses and license exemptions or exceptions.

4. The Partner will be responsible for ensuring that the provisions of this Article apply to its 

Related Entities.

C. With respect to suspension and debarment requirements: 

1. The Partner hereby certifies, to the best of its knowledge and belief, that it has complied, and 

shall comply, with 2 C.F.R. Part 180, Subpart C, as supplemented by 2 C.F.R. Part 1880, Subpart 

C.

2. The Partner shall include language and requirements equivalent to those set forth in 

subparagraph C.1., above, in any lower-tier covered transaction entered into under this 

Agreement.

ARTICLE 17. TERM OF AGREEMENT

This Agreement becomes effective upon the date of the last signature below ("Effective Date") 

and shall remain in effect until the completion of all obligations of both Parties hereto, or five 

years from the Effective Date, whichever comes first.

ARTICLE 18. RIGHT TO TERMINATE

Either Party may unilaterally terminate this Agreement by providing thirty (30) calendar days 
written notice to the other Party.

ARTICLE 19. CONTINUING OBLIGATIONS

The rights and obligations of the Parties that, by their nature, would continue beyond the 

expiration or termination of this Agreement, e.g., "Liability and Risk of Loss" and "Intellectual 

Property Rights"-related clauses shall survive such expiration or termination of this Agreement.

ARTICLE 20. POINTS OF CONTACT

The following personnel are designated as the Points of Contact between the Parties in the 

performance of this Agreement.

Management Points of Contact

NASA

(INSERT)

Partner

(INSERT)

Technical Points of Contact

NASA

(INSERT)

Partner

(INSERT)

ARTICLE 21. DISPUTE RESOLUTION

Except as otherwise provided in the Article entitled "Priority of Use," the Article entitled 

"Intellectual Property Rights – Invention and Patent Rights" (for those activities governed by 37 

C.F.R. Part 404), and those situations where a pre-existing statutory or regulatory system exists 

(e.g., under the Freedom of Information Act, 5 U.S.C. § 552), all disputes concerning questions 

of fact or law arising under this Agreement shall be referred by the claimant in writing to the 

appropriate person identified in this Agreement as the "Points of Contact." The persons 

identified as the "Points of Contact" for NASA and the Partner will consult and attempt to 

resolve all issues arising from the implementation of this Agreement. If they are unable to come 

to agreement on any issue, the dispute will be referred to the signatories to this Agreement, or 

their designees, for joint resolution. If the Parties remain unable to resolve the dispute, then the 

NASA signatory or that person's designee, as applicable, will issue a written decision that will be 

the final agency decision for the purpose of judicial review. Nothing in this Article limits or 

prevents either Party from pursuing any other right or remedy available by law upon the issuance 

of the final agency decision.

ARTICLE 22. MODIFICATIONS

Any modification to this Agreement shall be executed, in writing, and signed by an authorized 
representative of NASA and the Partner.

ARTICLE 23. ASSIGNMENT

Neither this Agreement nor any interest arising under it will be assigned by the Partner or NASA 

without the express written consent of the officials executing, or successors, or higher- level 

officials possessing original or delegated authority to execute this Agreement.

ARTICLE 24. APPLICABLE LAW

U.S. Federal law governs this Agreement for all purposes, including, but not limited to, 

determining the validity of the Agreement, the meaning of its provisions, and the rights, 

obligations and remedies of the Parties.

ARTICLE 25. INDEPENDENT RELATIONSHIP

This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint 

venture, partnership, or formal business organization, or agency agreement of any kind, and the 

rights and obligations of the Parties shall be only those expressly set forth herein.

ARTICLE 26. LOAN OF GOVERNMENT PROPERTY

The parties shall enter into a NASA Form 893, Loan of NASA Equipment, for NASA equipment 

loaned to Partner.

ARTICLE 27. SIGNATORY AUTHORITY

The signatories to this Agreement covenant and warrant that they have authority to execute this 

Agreement. By signing below, the undersigned agrees to the above terms and conditions.

NATIONAL AERONAUTICS AND SPACE 

ADMINISTRATION

PARTNER

(INSERT NAME)

BY:___________________________

(INSERT NAME)

BY:___________________________

DATE:_________________________ DATE:_________________________