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(b)(4)

(b)(4)

(b)(4)

(b)(4)

(b)(4)

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SSAA-1053-0117 

This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict 

between the Umbrella Agreement and any Annex concerning the meaning of its 

provisions, and the rights, obligations and remedies of the Parties, the Umbrella 

Agreement is controlling. 

ARTICLE 3. RESPONSIBILITIES 

A. NASA SSC will use reasonable efforts to: 

1. Provide support of projects undertaken in any Annex; 

2. Provide internal coordination of approvals for Annexes; and 

3. Provide for a single point of contact for Annex development and operations. 

B. Partner will use reasonable efforts to: 

1. Provide support of projects undertaken in any Annex; 

2. Provide internal coordination of approvals for Annexes; and 

3. Provide for a single point of contact for Annex development and operations. 

ARTICLE 4. SCHEDULE AND MILESTONES 

The Parties shall execute one (1) Annex concurrently with this Umbrella Agreement. 

The initial Annex and any subsequent Annexes will be performed on the schedule and in 

accordance with the milestones set forth in each respective Annex. 

ARTICLE 5. FINANCIAL OBLIGATIONS 

A. Partner agrees to reimburse NASA as set forth in each Annex for NASA to carry out 

its responsibilities under this Agreement. Partner shall make payment in advance of 

initiation of NASA's efforts on behalf of the Partner. Advance payments shall be 

scheduled to ensure that funds are resident with NASA before Federal obligations are 

incurred in support of work on behalf of the Partner. 

B. Payment shall be payable to the National Aeronautics and Space Administration 

through the NASA Shared Services Center (NSSC) (choose one fonn of payment): 

(1) U.S. Treasury FEDWIRE Deposit System, Federal Reserve Wire Network Deposit 

System; 

(2) Pay.gov at www.nssc.nasa.gov/customerservice (select "Pay NASA" from the Quick 

Links to the left of the page); or 

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(3) Check. A check should be payable to NASA and sent to: 

NASA Shared Services Center (NSSC)-FMD Accounts Receivable 

Attn: For the Accounts of Stennis Space Center 

Building 1111 

Jerry Hlass Road 

Stennis Space Center, MS 39529 

Phone: (877) 677-2123 

Fax: (266) 779-6772 

SSAA-1053-0117 

Note that Annexes may originate from different Centers. Each payment shall be properly 

identified by Center. Payment by electronic transfer [#1 or #2, above], is strongly 

encouraged, and payment by check is to be used only if circumstances preclude the use of 

electronic transfer. All payments and other communications regarding this Agreement 

shall reference the Center name, title, date, and number of this Agreement. 

C. Notwithstanding any other provision of this Agreement, 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, responsibility 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 non-NASA 

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. Partner hereby waives any claims against NASA, its employees, its related entities, 

(including, but not limited to, contractors and subcontractors at any tier, grantees, 

investigators, customers, users, and their contractors and subcontractors, at any tier) and 

employees of NASA's related entities for any injury to, or death of, Partner employees or 

Page 3of14 
SSAA-1053-0117 

the employees of Partner's related entities, or for damage to, or loss of, Partner'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. Partner further agrees to extend this unilateral waiver to its related entities by 

requiring them, by contract or otherwise, to waive all claims against NASA, its related 

entities, and employees of NASA and employees of NASA's related entities for injury, 

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

Agreement. 

C. In the event an engine or facility derived test failure results in damage to SSC 

facilities/test stands, RSI agrees to reimburse NASA for all associated repairs (or restore 

the facilities), checkouts and verifications required to restore the facilities to a test ready 

condition. These repairs include, but are not limited to, the electrical and data acquisition 

systems, primary and ancillary fluid and mechanical systems, structural systems, piping 

and valves. · 

ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS 

A. General 

1. "Related Entity" as used in this Data Rights Article means a contractor, subcontractor, 

grantee, or other entity having a legal relationship with NASA or Partner that is assigned, 

tasked, or contracted to perfonn activities under this Agreement. 

2. "Data" means recorded information, regardless of fonn, the media on which it is 

recorded, or the method of recording. 

3. "Proprietary Data" means Data embodying trade secrets developed at private expense 

or commercial or financial information that is privileged or confidential, and that includes 

a restrictive notice, unless the Data is: 

a. Known or available from other sources without restriction; 

b. Known, possessed, or developed independently, and without reference to the 

Proprietary Data; 

c. Made available by the owners to others without restriction; or 

d. Required by law or court order to be disclosed. 

4. Data exchanged under this Agreement is exchanged without restriction except as 

otherwise provided herein. 

5. Notwithstanding any restrictions provided in this Article, the Parties are not restricted 

in the use, disclosure, or reproduction of Data provided under this Agreement that meets 

one of the exceptions in 3, above. If a Party believes that any exceptions apply, it shall 

notify the other Party before any unrestricted use, disclosure, or reproduction of the Data. 

6. The Parties will not exchange preexisting Proprietary J?ata under this Agreement 

unless authorized herein or in writing by the owner. 

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SSAA-1053-011 7 

7. If the Parties exchange Data having a notice that the Receiving Party deems is 

ambiguous or unauthorized, the Receiving Party shall tell the Providing Party. If the 

notice indicates a restriction, the Receiving Party shall protect the Data under this Article 

unless otherwise directed in writing by the Providing Party. 

8. The Data rights herein apply to the 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. 

9. Disclaimer of Liability: NASA is not restricted in, or liable for, the use, disclosure, or 

reproduction of Data without a restrictive notice or for Data Partner gives, or is required 

to give, the U.S. Government without restriction. 

10. Partner may use the following or a similar restrictive notice. 

Proprietary Data Notice 

The data herein include Proprietary Data and are restricted under the Data Rights 

provisions of this Space Act Agreement. 

Partner should also mark each page containing Proprietary Data with the following or a 

similar legend: "Proprietary Data - Use And Disclose Only Under the Notice on the Title 

or Cover Page." 

B. Data First Produced by Partner Under this Agreement 

If Data first produced by Partner or its Related Entities under this Agreement is given to 

NASA, and the Data is Proprietary Data, and it includes a restrictive notice, NASA will 

use reasonable efforts to protect it. The Data will be disclosed and used (under suitable 

protective conditions) only for U.S. Government purposes. 

C. Data First Produced by NASA Under this Agreement 

If Partner requests that Data first produced by NASA under this Agreement be protected, 

and NASA determines it would be Proprietary Data if obtained from Partner, NASA will 

mark the Data with a restrictive notice and will use reasonable efforts to protect it for the 

period of time specified in the Annex under which the Data is produced. During this 

restricted period the Data may be disclosed and used (under suitable protective 

conditions) for U.S. Government purposes only, and thereafter for any purpose. Partner 

must not disclose the Data without NASA's written approval during the restricted period. 

The restrictions placed on NASA do not apply to Data disclosing a NASA owned 

invention for which patent protection is being considered. 

D. Publication of Results 

The National Aeronautics and Space Act (51 U.S.C. § 20112) requires NASA to provide 

for the widest practicable and appropriate dissemination of information concerning its 

activities and the results thereof. As such, NASA may publish unclassified and nonProprietary Data resulting from work performed under this Agreement. The Parties will 

coordinate publication of results allowing a reasonable time to review and comment. 

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SSAA-1053-0117 

E. Data Disclosing an Invention 

If the Parties exchange Data disclosing an invention for which patent protection is being 

considered, and the furnishing Party identifies the Data as such when providing it to the 

Receiving Party, the Receiving Party shall withhold it from public disclosure for a 

reasonable time (one (1) year unless otherwise agreed or the Data is restricted for a 

longer period herein). 

F. Copyright 

Data exchanged with a copyright notice and with no restrictive notice is presumed to be 

published. The following royalty-free licenses apply. 

1. If indicated on the Data that it was produced outside of this Agreement, it may be 

reproduced, distributed, and used to prepare derivative works only for carrying out the 

Receiving Party's responsibilities under this Agreement. 

2. Data without the indication of 1. is presumed to be first produced under this 

Agreement. Except as otherwise provided in paragraph E. of this Article, and in the 

Invention and Patent Rights Article of this Agreement for protection of reported 

inventions, the Data may be reproduced, distributed, and used to prepare derivative works 

for any purpose. 

G. Data Subject to Export Control 

Whether or not marked, technical data subject to the export laws and regulations of the 

United States provided to Partner under this Agreement must not be given to foreign 

persons or transmitted outside the United States without proper U.S. Government 

authorization. 

H. Handling of Background, Third Party and Controlled Government Data 

I. NASA or Partner (as Disclosing Party) may provide the other Party or its Related 

Entities (as Receiving Party): 

a. Proprietary Data developed at the Disclosing Party's expense outside of this 

Agreement (referred to as Background Data); 

b. Proprietary Data of third parties that the Disclosing Party has agreed to protect 

or is required to protect under the Trade Secrets Act (18 U.S.C. § 1905) (referred 

to as Third Party Proprietary Data); and 

c. U.S. Government Data, including software and related Data, the Disclosing 

Party intends to control (referred to as Controlled Government Data). 

2. All Background, Third Party Proprietary and Controlled Government Data provided by 

Disclosing Party to Receiving Party shall be marked by Disclosing Party with a 

restrictive notice and protected by Receiving Party in accordance with this Article. 

3. Identification of Data: 

a. All Background, Third Party Proprietary and Controlled Government Data 

provided by Disclosing Party shall be identified in the Annex under which it will 

be provided. 

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SSAA-1053-0117 

b. NASA software and related Data provided to Partner shall be identified in the 

Annex under which it will be used. Software and related Data will be provided to 

Partner under a separate Software Usage Agreement (SUA). Partner shall use and 

protect the related Data in accordance with this Article. Unless the SUA 

authorizes retention, or Partner enters into a license under 37 C.F .R. Part 404, the 

related Data shall be disposed of as instructed by NASA. 

4. For Data with a restrictive notice and Data identified in an Annex, Receiving Party 

shall: 

a. Use, disclose, or reproduce the Data only as necessary under this Agreement; 

b. Safeguard the Data from unauthorized use and disclosure; 

c. Allow access to the Data only to its employees and any Related Entity requiring 

access under this Agreement; 

d. Except as otherwise indicated in 4.c., preclude disclosure outside Receiving 

Party's organization; 

e. Notify its employees with access about their obligations under this Article and 

ensure their compliance, and notify any Related Entity with access about their 

obligations under this Article; and 

f. Dispose of the Data as Disclosing Party directs. 

I. Oral and visual information 

If Partner discloses Proprietary Data orally or visually, NASA will have no duty to 

restrict, or liability for disclosure or use, unless Partner: 

1. Orally informs NASA before initial disclosure that the Data is Proprietary Data, and 

2. Reduces the Data to tangible form with a restrictive notice and gives it to NASA 

within ten (10) calendar days after disclosure. 

ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS -INVENTION AND PATENT 

RIGHTS 

A. General 

1. NASA has determined that 51U.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, except as provided herein. 

2. "Related Entity11 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. 

3. 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. 

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SSAA-1053-0117 

B. NASA Inventions 

NASA will use reasonable efforts to report inventions made under this Agreement by its 

employees. Upon request, NASA will use reasonable efforts to grant Partner, under 37 

C.F.R. Part 404, a negotiated license to any NASA invention made under this Agreement. 

This license is subject to paragraph E.1. of this Article. 

C. NASA Related Entity Inventions 

NASA will use reasonable efforts to report inventions made under this Agreement by its 

Related Entity employees, or jointly between NASA and Related Entity employees, 

where NASA has the right to acquire title. Upon request, NASA will use reasonable 

efforts to grant Partner, under 37 C.F.R. Part 404, a negotiated license to any of these 

inventions where NASA has acquired title. This license is subject to paragraph E.2. of 

this Article. 

D. Joint Inventions With Partner 

The Parties will use reasonable efforts to report, and cooperate in obtaining patent 

protection on, inventions made jointly between NASA employees, Partner employees, 

and employees of either Party's Related Entities. Upon timely request, NASA may, at its 

sole discretion and subject to paragraph E. of this Article: 

1. Refrain from exercising its undivided interest inconsistently with Partner's commercial 

business; or 

2. Use reasonable efforts to grant Partner, under 37 C.F.R. Part 404, an exclusive or 

partially exclusive negotiated license. 

E. Rights to be Reserved in Partner's License 

Any license granted Partner under paragraphs B., C., or D. of this Article is subject to the 

following: 

1. For inventions made solely or jointly by NASA employees, NASA reserves the 

irrevocable, royalty-free right of the U.S. Government to practice the invention or have it 

practiced on behalf of the United States or on behalf of any foreign government or 

international organization pursuant to any existing or future treaty or agreement with the 

United States. 

2. For inventions made solely or jointly by employees of a NASA Related Entity, NASA 

reserves the rights in 1. above, and a revocable, nonexclusive, royalty-free license 

retained by the Related Entity under 14 C.F.R. § 1245.108 or 37 C.F.R. § 401.14 (e). 

F. Protection of Reported Inventions 

For inventions reported under this Article, the Receiving Party shall withhold all 

invention reports or disclosures from public access for a reasonable time (1 year unless 

Page 8of14 
SSAA-1053-0117 

otherwise agreed or unless restricted longer herein) to facilitate establishment of patent 

rights. 

G. Patent Filing Responsibilities and Costs 

I. The invention and patent rights herein apply to any patent application or patents 

covering an invention made under this Agreement. Each Party is responsible for its own 

costs of obtaining and maintaining patents covering sole inventions of its employees. 

The Parties may agree otherwise, upon the reporting of any invention (sole or joint) or in 

any license granted. 

2. Partner shall include the following in patent applications for an invention made jointly 

between NASA employees, its Related Entity employees and Partner employees: 

The invention described herein may be manufactured and used by or for the U.S. 

Government for U.S. Government purposes without the payment of royalties thereon or 

therefore. 

ARTICLE 11. USE OF NASA NAME AND 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 12. 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. 

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SSAA-1053-0117 

ARTICLE 13. 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 privatelyowned 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 14. 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 15. 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 an4 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. 

Page IO of 14 
SSAA-1053-0117 

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. l ., above, in any lower-tier covered transaction entered into under this 

Agreement. 

ARTICLE 16. TERM OF AGREEMENT 

This Agreement becomes effective upon the date of the last signature below and shall 

remain in effect until the completion of all obligations of both Parties hereto, or four (4) 

years from the Effective Date, whichever comes first. 

ARTICLE 17. RIGHT TO TERMINATE 

Either Party may unilaterally terminate this Umbrella Agreement or any Annex( es) by 

providing thirty (30) calendar days written notice to the other Party. Termination of an 

Annex does not terminate this Umbrella Agreement. However, the termination or 

expiration of this Umbrella Agreement also constitutes the termination of all outstanding 

Annexes. In the event of termination of any of the Annex( es), Partner will be obligated 

to reimburse NASA for all its costs which have been incurred in support of that 

Annex( es) up to the date the termination notice was received by NASA. In the event of 

termination of this Umbrella Agreement, Partner will be obligated to reimburse NASA 

for all costs which it incurred in support of this Umbrella Agreement up to the date the 

termination notice was received by NASA. Where Partner terminates this Umbrella 

Agreement or any Annex( es), Partner will also be responsible for those costs which are 

incurred as a result of such termination. 

ARTICLE 18. CONTINUING OBLIGATIONS 

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

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

"Intellectual Property Rights"-related clauses, and "Financial Obligations" shall survive 

such expiration or termination of this Agreement. 

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SSAA-1053-0117 

ARTICLE 22. MODIFICATIONS 

Any modification to this Umbrella Agreement shall he executed, in writing, and signed 

by an authorized representative of NASA and the Partner. Accompanying Annexes may 

be modified under the same terms. Modification of an Annex does not modify the 

Umbrella Agreement. 

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. 

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SSA.A-1053-0117 

ARTICLE 27. SIGNATORY AUTI!ORITY 

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 tenns 

and conditions. 

National Aeronautics and Space Relativity Space, Incorporated 

Administration 

John C. StenniS Space Center 

I' 

BY: 1f.~ Richard J. Gil~ Ph.D. 

Center Director 

DATE: J-lJ'-/6 

BY:~~ Jordan Noone 

Chief Technology Officer 

--------- DATE: s/z-s.Lt6 

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