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12971 United Kingdom - Memorandum of Understanding Concerning Cooperation in the Development, Production and Follow On Support of an Armored Scout and Reconaissance Vehicle (ASRV) System


   
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TREATIES AND OTHER INTERNATIONAL ACTS SERIES 12971

 

 

DEFENSE

Cooperation

 

 


Memorandum of Understanding Between the
UNITED STATES OF AMERICA
and the UNITED KINGDOM OF GREAT BRITAIN
AND NORTHERN IRELAND

 

Signed at Washington and Bristol February 26
and July 7, 1998

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.”

 

UNITED KINGDOM OF GREAT BRITAIN AND
NORTHERN IRELAND

Defense: Cooperation


Memorandum of understanding signed at Washington
and Bristol February 26 and July 7, 1998;
Entered into force July 7, 1998.
With annexes.
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE SECRETARY OF DEFENSE ON BEHALF OF THE DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA
AND THE
SECRETARY OF STATE FOR DEFENCE
OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
CONCERNING
COOPERATION IN THE DEVELOPMENT, PRODUCTION AND FOLLOW ON SUPPORT
OF AN
ARMORED SCOUT AND RECONNAISSANCE VEHICLE SYSTEM
(SHORT TITLE: ASRV MOU)
TABLE OF CONTENTS
INTRODUCTION 3
SECTION I
DEFINITIONS 4
SECTION II
OBJECTIVES 7
SECTION III
SCOPE OF WORK 8
SECTION IV
MANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 11
SECTION V
FINANCIAL PROVISIONS 14
SECTION VI
CONTRACTING PROVISIONS 16
SECTION VII
WORK SHARING 18
SECTION VIII
PROGRAM EQUIPMENT 19
SECTION IX
DISCLOSURE AND USE OF PROGRAM INFORMATION 20
SECTION X
CONTROLLED UNCLASSIFIED INFORMATION 23
SECTION XI
VISITS TO ESTABLISHMENTS 24
SECTION XII
SECURITY 25
SECTION XIII
THIRD PARTY SALES AND TRANSFERS 27
SECTION XIV
LIABILITY AND CLAIMS 28
SECTION XV
PARTICIPATION OF ADDITIONAL NATIONS 29
SECTION XVI
CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 30
SECTION XVII
SETTLEMENT OF DISPUTES 31
SECTION XVIII
AMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION 32
ANNEX A
PROGRAM PLAN A-1
ANNEX B
FINANCIAL MATTERS B-1
ANNEX C
ASRV PROGRAM PERSONNEL C-1
ANNEX D
SOFTWARE D-1
2
INTRODUCTION
The Secretary of Defense on behalf of the Department of Defense of the United States of America and the
Secretary of State for Defence of the United Kingdom of Great Britain and Northern Ireland, hereinafter
referred to as the "Participants":
Recognizing the Agreement Concerning Defense Cooperation Arrangements of 27 May 1993
between the Government of the United States of America and the Government of the United
Kingdom of Great Britain and Northern Ireland applies to this MOU;
Recognizing the Memorandum of Understanding between the Government of the United States of
America and the Government of the United Kingdom of Great Britain and Northern Ireland
Relating to Principles Governing Cooperation in Research and Development, Production,
Procurement and Logistics Support of Defense Equipment dated 13 December 1994 or any
successor thereto applies to this MOU;
Having a common interest in defense;
Recognizing the benefits to be obtained from standardization, rationalization, and interoperability
of military equipments;
Desiring to improve their mutual conventional defense capabilities through the application of
emerging technology;
Having a mutual need for an armored reconnaissance vehicle to satisfy commonly determined
operational requirements;
Having independently conducted studies of the applications of various technologies;
Having exchanged information for the purposes of requirements harmonization and contract
documentation preparation, recognize the benefits of cooperation in this Program; and
Recognizing that confirmation of commitment to phases after the PD/ATD phase will be subject
to national approval;
Have decided to carry out in cooperation the development, production, and follow on support of an
Armored Scout and Reconnaissance Vehicle (ASRV) to cover their common needs; and
Have reached the following understandings:
3
SECTION I
DEFINITIONS
The Participants have jointly decided upon the following definitions for terms used in this Memorandum
of Understanding (MOU):
Contract
Contracting
Contracting
Agency
Contracting
Officer
Contractor
Controlled
Unclassified
Information
That portion of the acquisition process during which designs
are developed through trade-off analyses, appropriate risk reduction
activity and demonstration, for evaluation prior to entry into EMD/FD.
Official information that requires protection in the interests of national
security and is so designated by the application of a security classification
marking.
Any mutually binding legal relationship which obligates a Contractor to
furnish supplies or services, and obligates one or both of the Participants
to pay for them.
The obtaining of supplies or services by Contract from sources outside the
government organizations of the Participants. Contracting includes
description of supplies and services required, solicitation and selection of
sources, preparation and award of Contracts, and all phases of Contract
administration.
The entity within the government organization of a Participant, which has
authority to enter into, administer, and/or terminate Contracts on behalf of
the Participants.
A person representing a Contracting Agency of a Participant who has the
authority to enter into, administer, and/or terminate Contracts.
Any entity awarded a Contract by a Participant's Contracting Agency.
Unclassified information to which access or distribution limitations have
been applied in accordance with applicable national laws or regulations.
Whether the information is provided or generated under this MOU, the
information will be marked to identify its "in confidence" nature. It could
include information which has been declassified, but remains controlled.
Manufacture or other use in any part of the world by or for the armed
forces of the Participants, to include the sale or transfer to Third Parties
to the extent that they have the right to do so.
The security office approved by national authorities to be responsible for
the security aspects of this MOU.
That portion of the acquisition process in which the following activities
are completed: Maturing and finalizing of the selected design;
validation of the manufacturing and production processes; test and
evaluation of the system.
Advanced
Technology
Demonstrator
(ATD)
Classified
Information
Defense
Purposes
Designated
Security Authority
(DSA)
Engineering and
Manufacturing
Development (EMD)
4
Program
Program
Equipment
Program
Background
Information
Program
Foreground
Information
Program
Information
Computer programs and computer database configuration items that
operate computers in the ASRV Program weapon system.
Program information, including computer source code listing and
printouts, in human readable form which documents the design or
details of EMD/FD/Production Computer Software, explains the capabilities
of the software, or provides operating instructions for using the software
to obtain the desired results from a computer.
Any Program costs that, due to their nature, will be paid using monetary
contributions from the Participants.
An agreed price which is not subject to variation.
The British counterpart of EMD in the acquisition process.
Any Program costs that, due to their nature; will be met using
non-monetary contributions from the Participants.
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.
The ASRV Project Definition (PD)/Advanced Technology Demonstrator
(ATD), Engineering and Manufacturing Development (EMD)/Full
Development (FD), Production and Follow on Support phases.
Any material, equipment, end item, subsystem, component, special tooling or
test equipment jointly acquired or provided for use in the Program.
Program Information not generated in the performance of the Program.
Program Information generated in the performance of the Program.
Any information provided to, generated in, or used in this Program
regardless of form or type, including, but not limited to, that of a scientific,
technical, business, or financial nature, and also including photographs,
reports, manuals, threat data, experimental data, test data, designs,
computer software, specifications, processes, techniques, inventions,
drawings, technical writings, sound recordings, pictorial representations, and
other graphical presentations, whether in magnetic tape, computer memory, or
any other form and whether or not subject to copyright, Patent, or other legal
protection.
EMD/FD/Production
Computer Software
EMD/FD/Production
Computer Software
Documentation
Financial
Costs
Firm Price
Full Development (FD)
Non-financial
Costs
Patent
5
Program Any invention or discovery formulated or made (conceived or first actually
Invention reduced to practice) in the course of work performed under the Program. The
term "first actually reduced to practice" means the first demonstration, sufficient
to establish to one skilled in the art to which the invention pertains, of the
operability of an invention for its intended purpose and in its intended
environment.
Program Plan A plan that provides a description of the Program's delivery requirements and
Project Definition
milestones and lists information provided by one Participant to the other in
(PD) connection with the Program prior to entry into effect of the MOU.

Third Party The British counterpart of Advanced Technology Demonstrator in the
acquisition process.

A government other than the governments of the Participants and any person or
other entity whose government is not the government of a Participant. For
purposes of this definition in this MOU, a contractor or subcontractor
incorporated outside of the United Kingdom or the United States is a Third Party.
6
SECTION II
OBJECTIVES
2.1. The objectives of this Program are:
2.1.1. To design, develop, test, produce and deliver to the Participants and undertake follow on
support for an ASRV system that meets the mutually determined Operational Requirement
(as reflected in the Common Operational Requirement Document endorsed by the Steering
Committee) by using state of the art surveillance/target acquisition, lethality, communications,
mobility, and survivability technologies.
2.1.2. To minimize development and production time and costs in achieving initial operational
capability for both Participants.
2.1.3. To achieve interoperability and to reduce costs by maintaining a common configuration of
the ASRV system to the maximum extent possible.
2.2. The Program will consist of four phases - Project Definition (PD)/Advanced Technology
Demonstrator (ATD), Engineering and Manufacturing Development (EMD)/Full Development (FD),
Production and Follow on Support.
2.3. While the provisions of this MOU apply to all phases of this Program, confirmation of a
Participants's participation in each phase subsequent to the PD/ATD phase will be subject to applicable
national approvals.
2.4. Prior to the commencement of each phase, the JPO will revise Annex A (Program Plan) and Annex B
(Financial Matters) for the Participants. The revision will include the details of the work to be
accomplished and the associated work schedule for that phase, detailed costing of the work to be
accomplished, together with a preliminary financial contributions schedule and an estimated maximum cost
for that phase, and an outline cost for all subsequent phases.
7
SECTION III
SCOPE OF WORK
3.1. The overall work to be performed under this MOU includes:
3.1.1. Design, development, production, and follow on support of an ASRV system.
3.1.2. Conduct tests and evaluations at various US and/or UK test facilities.
3.1.3. Development of a plan for cost-effective logistic support in each country.
3.1.4. Production and delivery of ASRV systems to reflect the requirements of the Participants.
3.1.5. Setting in place procedures for and performance of in-service through life support for the
ASRV system.
3.2. The PD/ATD phase will include the following specific tasks:
3.2.T. Preparation of joint vehicle specifications and requirements documents to
enable the Participants to evaluate proposals.
3.2.2. Preparation of the procurement documents including the statement of work,
specifications and source selection criteria.
3.2.3. Evaluation of data previously developed under each Participant's domestic programs and
supporting technology programs for possible implementation into the Program.
3.2.4. Definition of the hardware, software subsystems and components to be used in the
Program to include, but not limited to, sensors, survivability, communications, mobility,
and lethality.
3.2.5. Joint preparation of the source selection strategy and the test and evaluation strategy for
the ASRV prior to issue of the Invitation to Tender (ITT) for the PD/ATD phase.
3.2.6. Issue of an ITT to competing industrial consortia and the awarding of two contracts for the
PD/ATD phase.
3.2.7. Fabrication and testing of integrated vehicle level demonstrators to validate the design
approach in areas of high development risk.
3.2.8. Development of computer software to be delivered under the ASRV PD/ATD Program.
3.2.9. Demonstration of vehicle integration in sufficient detail to reduce (minimize) risk for
entry into EMD/FD. This will include virtual prototypes, simulations, component
testing, systems integration laboratory testing, test rigs, and integrated vehicle level
demonstrator testing consisting of technical testing and user evaluation.
3.2.T0. Preparation of detailed EMD/FD specifications, requirements, and other information to
enable the development of an ASRV.
3.2.1T. Development of a plan for cost-effective logistic support.
3.2.12. Obtaining proposals for a complete EMD/FD phase which may include initial production.
8
3.2.13. Joint evaluation of the proposals referred to in 3.T.T2 above and reaching a conclusion
on this evaluation. The Participants anticipate a single EMD/FD) contract will be let.
3.2.14. A Program Plan summarizing the scope of work to be carried out during the PD/ATD
phase is attached at Annex A.
3.3. The EMD/FD phase will include the following specific tasks:
3.3.1. Revision of Annex A (Program Plan).
3.3.2. Award of a single Contract for EMD/FD.
3.3.3. Design, development, and fabrication of prototype ASRV systems.
3.3.4. Conducting of testing and evaluation of the prototypes.
3.3.5. Preparation of a Technical Data Package.
3.3.6. Update of the plans for cost-effective logistic support.
3.3.7. Development of preliminary production plans that address transition from EMD/FD to
Production.
3.3.8. Commencement of low rate initial production.
3.3.9. Obtaining proposals for Production.
3.4. The Production phase will include the following specific tasks:
3.4.1. Revision of Annex A (Program Plan).
3.4.2. Production and delivery of ASRV systems to meet Participant requirements.
3.4.3. Monitoring of production and quality control.
3.4.4. Finalizing the plans for cost-effective logistic support.
3.4.5. Finalizing plans/proposals for cost effective Follow on Support
3.5. The Follow-on Support Phase will include the following specific tasks:
3.5.1. Revision of Annex A (Program Plan).
3.5.2. Maintaining configuration control of the ASRV systems.
3.5.3. Establishing the procedures for and performance of in-service through life support for the
ASRV system.
3.5.4. Addressing the potential for joint integrated logistics support and jointly funded major
system redesign and improvement. Where cooperative in-service activity is approved,
appropriate arrangements will be made in supplements to this MOU.
3.6. Design, development, and procurement of any unique components required for a national system
variant of the ASRV will only be undertaken pursuant to Sections 5.4.3, 5.4.4 and 6.9.2 of this MOU.
9
3.7. The scope of the Program includes development of all computer software to be delivered under the
Program and required for operation, test, and logistics support. Additional responsibilities regarding
computer software, software documentation, and software support are established in Annex D (Software) of
this MOU.
T0
SECTION IV
MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)
4.1. This Program will be directed and administered on behalf of the Participants by an organization
consisting of a Steering Committee (SC), and a Joint Program Office (JPO) headed by a Program Manager
(PM). The SC will have overall authority over the JPO in accordance with this MOU. The JPO will have
primary responsibility for effective implementation, efficient management, and direction of the Program in
accordance with this MOU.
4.2. The SC will consist of a representative appointed by each Participant. The SC will meet as
frequently as it deems necessary to provide effective direction for the Program but at least once a year.
Each meeting of the SC will be chaired by the representative of the Participant hosting the meeting.
Decisions of the SC will be made unanimously. In the event the SC is unable to reach a timely decision on
an issue, each SC representative will refer the issue to its higher authority for resolution. Upon such
referral, the SC will provide guidance to the JPO concerning interim execution of the Program.
4.3. The SC will be responsible for:
4.3.1. Exercising executive-level policy and management direction to the JPO during the
course of Program implementation.
4.3.2. Monitoring overall Program implementation, including Program execution,
specifications, and milestones.
4.3.3. Reviewing the technical progress of the Program against Annex A (Program Plan).
4.3.4. Monitoring the financial status of the Program to ensure compliance with the
provisions of Section V (Financial Provisions) and Annex B (Financial Matters) of
this MOU.
4.3.5. Resolving issues brought forth by the JPO.
4.3.6. Approving changes to the Contract Financial Contribution Schedule as described in Annex B
(Financial Matters).
4.3.7. Reviewing and forwarding to the Participants for approval recommended
amendments to this MOU in accordance with Section XVIII (Amendment,
Termination, Entry Into Effect, and Duration).
4.3.8. Approving amendments to Annex A (Program Plan), Annex B (Financial Matters), and
Annex D (Software) of this MOU consistent with Section XVIII (Amendment, Termination,
Entry Into Effect, and Duration) providing such revisions are consistent with Section II
(Objectives) and Section V (Financial Provisions).
4.3.9. Approving plans to manage and control the transfer of Program Equipment provided
by either Participant to support the execution of the Program in accordance with
Section VIII (Program Equipment)
4.3.10. Approving plans for the disposal of jointly acquired Program Equipment under this
MOU in accordance with Section VIII (Program Equipment).
4.3.11. Maintaining oversight of the security aspects of the Program.
TT
4.3.12. Providing recommendations to the Participants for the addition of new Participants
in accordance with Section XV (Participation of Additional Nations).
4.3.13. Monitoring Third Party sales and transfers authorized in accordance with Section
XIII (Third Party Sales and Transfers).
4.3.14. Approving periodic status reports submitted by the JPO.
4.3.15. Approving the annual inventory and reviewing the report submitted by the JPO.
4.4. A JPO and a Program Managers Support Office (PMSO) will be established to manage the Program.
For the PD/ATD phase of this Program, the JPO will be established in Bristol, UK and the PMSO in
Warren, Michigan. The Participants will mutually determine the location of the JPO and PMSO prior to
proceeding into each subsequent phase. The SC will appoint both the Program Manager (PM) and the
Deputy Program Manager (DPM). The PM and DPM, who will be responsible for implementing this MOU
and for the day-to-day management of the Program, will arrive at a consensus before taking action on
Program cost, technical, schedule, and performance matters. Each Participant will provide personnel to
assist in Program management. Office space and administrative support, in accordance with the host's
normal practices, will be provided for Participants' representatives by the respective host Participant. All
Participants' representatives will be subject to the normal procedures and regulations of their host Program
office. Provisions for the personnel provided are described in Annex C (ASRV Program Personnel).
4.5. The JPO will be responsible for:
4.5.1. Managing the cost, schedule, performance requirements, technical, contractual and
financial aspects of the Program described in this MOU.
4.5.2. Executing the approved Annex A (Program Plan).
4.5.3. Developing and submitting the required changes to the approved Annex A (Program
Plan) and Annex B (Financial Matters) of this MOU to the SC for approval in accordance
with Section II (Objectives).
4.5.4. Executing the financial aspects of the Program in accordance with Section V
(Financial Provisions) and Annex B (Financial Matters) of this MOU.
4.5.5. Referring issues to the SC that cannot be resolved within the JPO.
4.5.6. Developing and recommending amendments to this MOU and its Annexes to the SC.
4.5.7. Developing and implementing SC approved plans to manage and control the transfer of
Program Equipment provided by either Participant in accordance with Section VIII
(Program Equipment).
4.5.8. Developing and implementing SC approved plans for the disposal of jointly acquired
Program Equipment under this MOU in accordance with Section VIII (Program
Equipment).
4.5.9. Implementing for the Program the Program Security Instruction and Classification Guide.
4.5.10. Developing and submitting any required revisions to the Program Security Instruction and
Classification Guide to the DSAs for approval.
4.5.11. Fonvarding recommendations to the SC for the addition of new Participants in accordance
with Section XV (Participation of Additional Nations).
12
4.5.12. Providing periodic status reports to the SC, and other such reports as directed by the SC.
4.5.13. Keeping an inventory of all Program Background Information and Program
Foreground Information exchanged between the Participants, including that passed onto their
Contractors and submitting a report annually to the SC for approval.
4.5.14. Developing a software management plan in accordance with Annex D (Software).
13
SECTION V
FINANCIAL PROVISIONS
5.1. The Participants will use their best efforts to perform, or to have performed, the work specified in
Section III (Scope of Work) and fulfill all the responsibilities under this MOU. The Participants estimate
that the performance of the responsibilities for the PD/ATD and EMD/FD phases of this MOU will not cost
more than UK Pounds Sterling 617 Million (Sept 1997 economic conditions), (U.S. Dollars 987 Million
(FY 98 constant Dollars)). Subject to the provisions of Section 2.3, prior to proceeding together into the
Production and Follow on Support phases of this MOU, the Participants will amend this MOU and Annex
B (Financial Matters) to establish the maximum costs for the Production and Follow on Support phases.
The estimated cost ceiling for the PD/ATD phase is UK Pounds Sterling 194 Million (Sept 1997 economic
conditions), (U.S. Dollars 310 Million (FY 98 constant Dollars)) and for the EMD/FD phase is UK Pounds
Sterling 423 Million (Sept 1997 economic conditions), (US Dollars 677 Million (FY 98 constant Dollars)).
The estimated cost ceilings may be changed only upon the written consent of the Participants. The
maximum costs for the Production and Follow on Support phases will be based on design proposals,
production quantities, support concepts, number of ASRV vehicles in each Participant's inventory and
other factors as appropriate. The financial details are contained in Annex B (Financial Matters).
If at any time the JPO has reason to believe that the total cost of the Program will be exceeded, the
JPO will promptly notify the SC and will set forth a new estimate of the total cost of the Program together
with supporting documentation. The SC will advise the JPO as to what action should be taken.
5.2. The costs of Program development will be shared equally during the PD/ATD phase of the Program.
The costs of the EMD/FD phase of Program development will also be shared equally, subject to national
approval. If national approvals for the cost sharing of the EMD/FD phase are not achieved, the Participants
will amend the MOU in accordance with Section XVIII (Amendment, Termination, Entry into Effect, and
Duration) before proceeding together into the EMD/FD phase. Cost sharing for the Production phase will
be determined during EMD/FD and the MOU will be amended accordingly.
5.3. The following costs will be jointly funded by the Participants:
5.3.1. Costs related to design, development, fabrication, testing, and production to include Contract
costs.
5.3.2. Costs associated with the use of national testing facilities or equipment where these are not
included in Contracts. The Participants will endeavor to achieve an equitable distribution of
the use of national facilities based on cost effectiveness and technical capability.
5.4. The following costs will be borne entirely by the Participant incurring the costs or on whose behalf
the costs are incurred:
5.4.1. Costs associated with national representation at meetings by non JPO members.
5.4.2. Costs associated with each Participant's personnel and travel in support of this MOU.
5.4.3. Costs associated with the design, development and production of any unique components or
national system variants identified by a Participant.
5.4.4. Costs associated with country specific national testing requirements.
5.4.5. Each Participant will finance the administrative and management costs of its respective
Program office. The receiving Participant will be responsible for any travel and subsistence
costs of personnel of the other Participant in connection with the performance of
any duty carried out pursuant to a requirement of the receiving Participant. The sending
14
Participant will be responsible for financing any personnel it sends to the other
Participant's Program office, including all pay and allowances and travel to and from the
country of the receiving Participant.
5.4.6. Any other costs not expressly stated as shared costs or any costs that are outside the Scope
of this MOU.
5.5. The Participants' specific Program financial contributions are specified in Annex B (Financial
Matters).
5.6. Each Participant will contribute its equitable share of the full Financial Costs and Non-financial
Costs of the Program, including overhead costs, administrative costs, and costs of claims, and will receive
an equitable share of the results of the Program.
5.7. The financial management procedures, which must accord with the national accounting and audit
requirements of the Participants, are detailed in Annex B (Financial Matters).
5.8. A Participant will promptly notify the other Participant if available funds are not adequate to fulfill
its responsibilities under this MOU. If a Participant notifies the other Participant that it is terminating or
reducing its funding for this Program, both Participants will immediately consult with a view toward
continuation on a modified basis including the continuation of any Contracts by a single Participant. In the
event that an understanding to continue on a modified basis cannot be reached by the Participants, the
Participant having terminated or reduced its funding will be deemed to have terminated this MOU and the
provisions of Section XVIII (Amendment, Termination, Entry into Effect, and Duration) will apply.
5.9. The Participant hosting the JPO or contracting on behalf of the other Participant will be responsible
for the internal audit of the procurement activities for which it is responsible under the Program in
accordance with national practices. The Participant hosting the JPO or contracting on behalf of the other
Participant will also be responsible for the internal audit regarding administration of the other Participant's
Program funds in accordance with its national practices. Any audit reports of such funds will be promptly
made available by the Participant hosting the JPO or contracting on behalf of the other Participant to the
other Participant. External audit will be undertaken by the appropriate audit institution of the Participant
hosting the JPO, or contracting on behalf of the other Participant. Any external audit reports will also be
made available to the other Participant.
15
SECTION VI
CONTRACTING PROVISIONS
6.1. The United Kingdom Ministry of Defence will Contract for work and services on behalf of the
Participants in accordance with its national Contracting laws, regulations and procedures. The United
States Department of Defense will Contract for work and services on behalf of the Participants in
accordance with its national Contracting laws, regulations and procedures. The Contracting Officer will be
the exclusive source for providing contractual direction and instructions to Contractors.
6.2. The United Kingdom Ministry of Defence will be the Contracting Agency for the PD/ATD phase of
this Program. Prior to proceeding with each subsequent phase, the Participants will mutually determine the
Contracting Agency for that phase.
6.3. Sources from the industries of both Participants' countries will be allowed to compete on an equal
basis for Contracts placed under this MOU.
6.4. Firm prices will be sought for the PD/ATD phase of the Program. Pricing arrangements for the
EMD/FD phase will be determined during the PD/ATD phase with the goal of Firm prices.
6.5. As part of the tender/proposal procedures, bidders for Contracts will be requested to state the
proportion of work that would be placed in each Participating nation if their bid is successful and the
rationale behind their proposed allocation, bearing in mind the need to secure best value for money as the
optimum combination of life cycle costs, high technical merit and quality to meet the requirements of both
Participants.
6.6. Both Participants' requirements (technical and delivery) will be fully reflected within the
tender/proposal documentation and source selection will be dependent on the Contractor's ability to satisfy
these requirements.
6.7. The JPO will be responsible for the coordination of activities relating to the Program, and will
cooperate with the Contracting Officer in the areas of Contract procedures, Contract negotiation, and
Contract award. The PM and DPM will review ITTs/Request for Proposals (RFP) prior to the release to
ensure that they are in accordance with this MOU. In addition, the Contracting Officer will keep the PM
and DPM advised of all financial arrangements with the Contractors. The UK will lead in the preparation
of the ITT for the PD/ATD Phase of this MOU.
6.8. The Source Selection Authority (SSA), consisting of a member from each Participant, will select the
Contractors for the PD/ATD phase. The SSA will be supported by a Source Selection Evaluation Board
(SSEB), which will be located at the PMSO and, at the discretion of the SSA, a Source Selection Advisory
Committee (SSAC). The SSEB will evaluate the proposals on the basis of the evaluation factors detailed
in the jointly approved Source Selection Plan (SSP). The US will lead the SSEB for the PD/ATD phase;
however both Participants will have an equal voice on the SSEB, SSAC, and SSA. All decisions will be
unanimous and subject to national approval. There will be no disclosure of the decision by either
Participant prior to both Participants having gained national approval to announce the decision of the SSA.
Potential contractors will receive initial information regarding the source selection process in the ITT/RFP.
In the event that there are only two offers, the SSA will direct an evaluation to ensure compliance with
requirements and acceptability and reasonableness of price and terms. The Participants will mutually
determine the source selection procedures prior to proceeding with each subsequent phase.
16
6.9. The Contracting Officer will insert into prospective Contracts (and require its Contractors to insert in
subcontracts) suitable provisions to satisfy the requirements of this MOU including, Section IX (Disclosure
and Use of Program Information), Section X (Controlled Unclassified Information), Section XII (Security)
and Section XIII (Third Party Sales and Transfers) and the Program Security Instruction and Classification
Guide. The Contracting Officer will negotiate to obtain the rights to use and disclose Program Information
required by Section IX (Disclosure and Use of Program Information). During the Contracting process, the
Contracting Officer will advise prospective Contractors of their responsibility to immediately notify the
Contracting Agency, before Contract award, if they are subject to any license or agreement that will restrict
their freedom to disclose information or permit its use. The Contracting Officer will also advise
prospective Contractors to employ their best efforts/reasonable endeavors not to enter into any new
agreement or arrangement that will result in restrictions. The Contracting Officer will:
6.9.1. Require from the bidders, as part of their tenders, a list of potential sub-contractors
6.9.2. Insert into prospective Contracts any requirements a Participant may have for unique
components or national system variants.
6.10. In the event the Contracting Officer is unable to secure adequate rights to disclose and use Program
Information as required by Section IX (Disclosure and Use of Program Information), or is notified by
Contractors or potential Contractors of any restrictions of the rights to disclose and use such information, or
of any charge which may be payable to the Contractors in order to acquire those rights, the matter will be
brought to the JPO's immediate attention, and if necessary, referred to the SC for resolution.
6.11. The Contracting Officer will immediately advise the JPO of any cost growth, schedule change, or
performance problems of any Contractor. If the problem(s) encountered are of sufficient magnitude to
negatively affect Program cost, schedule, or performance as described in this MOU, the JPO will
immediately advise the SC of the situation and the JPO's recommended course(s) of action to resolve the
problem(s).
6.12. Normal contract administrative services support will be provided, in accordance with the
Memorandum of Understanding between the Government of the United States of America and the
Government of the United Kingdom of Great Britain and Northern Ireland Relating to the Principles
Governing Cooperation in Research and Development, Production, Procurement, and Logistics Support of
Defence Equipment, dated 13 December 1994 or any successor thereto.
17
SECTION VII
WORK SHARING
7.1. No requirement will be imposed by either Participant for work sharing or other industrial or
commercial compensation in connection with this MOU that is not in accordance with this MOU.
7.2. The goal of the Participants is that there should be an equitable work share for the Program, although
no specific work share will be demanded. The Participants will consider any work sharing arrangements
which represent value for money resulting from a reduced overall Program cost, a product of a higher
technical merit or a combination of both.
18
SECTION VIII
PROGRAM EQUIPMENT
8.1. Each Participant may provide Program Equipment identified as being necessary for executing this
MOU to the other Participant. All Program Equipment that is transferred will be used by the receiving
Participant only for the purposes of this MOU. Program Equipment will remain the property of the
providing Participant. A list of all Program Equipment provided by one Participant to the other Participant
will be developed and maintained by the JPO and approved by the SC in accordance with Section IV
(Management (Organization and Responsibility)). Possession of the Program Equipment will pass at the
point to be specified in the Program Plan to be developed in accordance with Section IV (Management
[Organization and Responsibility]). Program Equipment transferred to one Participant under this MOU
will be returned to the providing Participant prior to the termination or expiration of this MOU, unless
otherwise decided by the providing Participant.
8.2. Any Program Equipment which is jointly acquired on behalf of both Participants for use under this
MOU will be disposed of during the Program or when the Program ceases, as jointly decided upon by the
SC.
8.3. Disposal of jointly acquired equipment may include a transfer of the interest of one Participant in
such Program Equipment to the other Participant, or the sale of such equipment to a Third Party in
accordance with Section XIII (Third Party Sales and Transfers) of this MOU. The Participants will share
the consideration from jointly acquired Program Equipment transferred or sold to a Third Party in the same
ratio as costs are shared under this MOU.
19
SECTION IX
DISCLOSURE AND USE OF PROGRAM INFORMATION
9.1. General
Both Participants recognize that successful collaboration depends on full and prompt exchange of
information necessary for carrying out this Program. The Participants intend to acquire sufficient Program
Information and rights to use such information to enable the development, production and follow on
support of an ASRV system. The nature and amount of Program Information to be acquired and shared
between the Participants will be consistent with the objectives stated in Section II (Objectives) and Section
III (Scope of Work).
9.2. All information relevant to the Program and provided by one Participant to the other Participant prior
to entry into effect of the MOU will be treated as Program Background Information. This Background
Information will be listed in Annex A (Program Plan).
9.3. Government Program Foreground Information
9.3.1. Disclosure: Program Foreground Information generated by a Participant's military or
civilian employees in the performance of the Program will be disclosed without charge to
both Participants.
9.3.2. Use: Each Participant may use or have used on its behalf all Government Program
Foreground Information without charge for Defense Purposes. The Participant generating
Government Program Foreground Information will also retain its rights of use thereto.
Additionally, to the extent that the Government Program Foreground Information has been
generated solely by the originating Participant or its Contractor(s), that is not using any
Program Background Information or Program Foreground Information provided by the other
Participant, the originating Participant may use Government Program Foreground
Information in any way whatsoever. If a Participant intends to use any Government
Program Foreground Information in a sale or other transfer to a Third Party, however, the
provisions of Section XIII (Third Party Sales and Transfers) of this MOU will also apply.
9.4. Government Program Background Information
9.4.1. Disclosure: Each Participant, upon request, will disclose to the other Participant any
relevant Government Program Background Information generated by its military or civilian
employees outside the scope of this MOU, provided that:
9.4.1.1. such Program Background Information is necessary to or useful in the Program,
with the Participant in possession of the information determining whether it is
"necessary to" or "useful in" the Program;
9.4.1.2. such Program Background Information may be made available without incurring
liability to holders of proprietary rights; and
9.4.1.3. disclosure is consistent with national disclosure policies and regulations of the
furnishing Participant.
9.4.2. Use. Government Program Background Information disclosed by one Participant to the
other may be used without charge by or on behalf of the other Participant for Program
purposes only.
20
9.4.2.1. Government Program Background Information subject to special restrictions on
disclosure and use as provided for in the Project Security Instruction and
Classification Guide will only be used on a case-by-case basis as determined by the
furnishing Participant.
9.4.2.2. In all cases, however, the furnishing Participant will retain all its rights with
respect to such Government Program Background Information.
9.5. Contractor Program Foreground Information
9.5.1. Disclosure: Program Foreground Information, generated and delivered by Contractors will
be disclosed without charge to both Participants.
9.5.2. Use: Each Participant may use or have used on its behalf without charge for Defense
Purposes all Contractor Program Foreground Information generated and delivered by
Contractors of either Participant. The Participant whose Contractors generate and
deliver Contractor Program Foreground Information will also retain rights of use thereto in
accordance with the applicable Contract(s). If a Participant intends to use any Contractor
Program Foreground Information in a sale or other transfer to a Third Party, the provisions
of Section XIII (Third Party Sales and Transfers) of this MOU will also apply. The
Participants will consider acquiring the legal rights to use Contractor Program Foreground
Information in a sale.
9.6. Contractor Program Background Information
9.6.1. Disclosure: Any relevant Program Background Information (including information
subject to proprietary rights) which is or has been generated outside of this MOU and
delivered by Contractors of one Participant will be made available to the other Participant
provided the following provisions are met:
9.6.1.1. such Program Background Information is necessary to or useful in the Program,
with the Participant in possession of the information determining whether it is
"necessary to" or "useful in" the Program;
9.6.1.2. such Program Background Information may be made available without incurring
liability to holders of proprietary rights; and
9.6.1.3. disclosure is consistent with national disclosure policies and regulations of the
furnishing Participant.
9.6.2. Use. Contractor Program Background Information disclosed by one Participant to the other
may be used without charge by or on behalf of the other Participant for Program purposes
only and may be subject to further restrictions by holders of proprietary rights.
9.6.2.1. Contractor Program Background Information subject to special restrictions on
disclosure and use as provided for in the Project Security Instruction and
Classification Guide will only be used on a case-by-case basis as determined by the
furnishing Participant.
9.6.2.2. In all cases, however, the furnishing Participant will retain all its rights with
respect to such Contractor Program Background Information.
21
9.7. Proprietary Program Information
9.7.1. All Program Information subject to proprietary interests will be identified and marked, and it
will be handled as Controlled Unclassified Information.
9.7.2. The provisions of the NATO Agreement on the Communication of Technical Information
for Defence Purposes, done at Brussels on 19 October 1970, and the Implementing
Procedures for the NATO Agreement on the Communication of Technical Information for
Defence Purposes, approved by the North Atlantic Council on 1 January 1971, will apply to
proprietary technical Program Information related to this MOU.
9.8. Patents
9.8.1. Each Participant will include in all its Contracts a provision governing the disposition of
rights in regard to Program Inventions and patent rights relating thereto, which either;
9.8.1.1. Provides that the Participant will hold title to all Program Inventions together with
the right to make patent application for the same, free of encumbrance from the
Contractor; or
9.8.1.2. Provides that the Contractor will hold title (or may elect to retain title) for Program
Inventions together with the right to make patent applications for the same, while
securing for the Participant a license for the Program Inventions, and any patents
therefore, on terms in compliance with the provisions of paragraph 9.8.2 below.
9.8.2. In the event that a Contractor holds the title (or elects to retain title) for a Program
Invention, the Contracting Participant will secure for both Participants non-exclusive,
irrevocable, royalty-free licenses under all patents secured for the invention, to practice or
have practiced the patented Program Invention for Defense Purposes throughout the
world.
9.8.3. Where a Participant has or can secure the right to file a patent application with regard to a
Program Invention, that Participant will consult the other Participant regarding the filing of
such patent application. If a Participant, having filed or caused to be filed a patent
application in the country of the other Participant, decides to stop prosecution of the
application, that Participant will notify the other Participant of that decision and permit the
other Participant to continue the prosecution.
9.8.4. Each Participant will be furnished with copies of the patent applications filed and patents
granted with regard to Program Inventions.
9.8.5. Each Participant will grant to the other Participant a non-exclusive, irrevocable, royalty-free
license under its patents for Program Inventions, to practice or have practiced the patented
Program Invention for Defense Purposes throughout the world.
9.8.6. Patent applications which contain Classified Information, to be filed under this MOU, will
be protected and safeguarded in accordance with the requirements contained in the NATO
Agreement for the Mutual Safeguarding of Secrecy of Inventions Relating to Defense and
for which Applications for Patents have been Made, signed on 21 September 1960, and its
Implementing Procedures.
22
SECTION X
CONTROLLED UNCLASSIFIED INFORMATION
10.1. 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:
10.1.1. Such information will be used only for the purposes authorized for use of Program
Information as specified in Section IX (Disclosure and Use of Program Information).
10.1.2. Access to such information will be limited to personnel whose access is necessary for the
permitted use under subparagraph 10.1.1. and will be subject to the provisions of Section
XIII (Third Party Sales and Transfers).
10.1.3. Each Participant will take all lawful steps, which may include national classification,
available to it to keep such information free from further disclosure (including requests
under any legislative provisions), except as provided in subparagraph 10.1.2., unless the
originating Participant consents to such disclosure. In the event of unauthorized
disclosure, or if it becomes probable that the information may have to be further disclosed
under any legislative provision, immediate notification will be given to the originating
Participant.
10.2. To assist in providing the appropriate controls, the originating Participant will ensure that
Controlled Unclassified Information is appropriately marked. The Participants will decide, in advance and
in writing, on the markings to be placed on the Controlled Unclassified Information. The appropriate
markings will be defined in the Program Security Instruction.
10.3. Controlled Unclassified Information provided or generated pursuant to this MOU will be handled in
a manner that ensures control as provided for in paragraph 10.1.
10.4. Prior to authorizing the release of Controlled Unclassified Information to Contractors, the
Participants will ensure the Contractors are legally bound to control such information in accordance with
the provisions of this Section.
23
SECTION XI
VISITS TO ESTABLISHMENTS
11.1. Each Participant will permit visits to its government establishments, agencies and laboratories, and
Contractor industrial facilities by employees of the other Participant or by employees of the other
Participant's Contractor(s), provided that the visit is authorized by both Participants and the employees have
any necessary and appropriate security clearances and a need-to-know.
11.2. All visiting personnel will be required to comply with security regulations of the host Participant
and the establishment to be visited. 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.
11.3. Requests for visits by personnel of one Participant to a facility of the other Participant will be
coordinated through official channels, and will conform with the established visit procedures of the host
country. Requests for visits will bear the name of the Program.
11.4. Lists of personnel of each Participant required to visit, on a continuing basis, facilities of the other
Participant will be submitted through official channels in accordance with Recurring International Visit
Procedures.
24
SECTION XII
SECURITY
12.1. All Classified Information or material provided or generated pursuant to this MOU will be stored,
handled, transmitted, and safeguarded in accordance with the General Security Agreement between the
United Kingdom of Great Britain and Northern Ireland and the United States of America, of 14 April 1961,
amended 5 July and T9 December 1983, and including the Industrial Security Annex thereto, of 18 April
1984, amended 23 April 1988.
12.2. Classified Information and material will be transferred only through official government-to-
government channels or through channels approved by the Designated Security Authorities (DSAs) of the
Participants. Such information and material will bear the level of classification, denote the country of
origin, the conditions of release, and the fact that the information relates to this MOU.
12.3. Each Participant will take all lawful steps available to it to ensure that information provided or
generated pursuant to this MOU is protected from further disclosure, except as permitted by paragraph
12.9., unless the other Participant consents to such disclosure. Accordingly, each Participant will ensure
that:
12.3.1. 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 detailed in Section
XIII (Third Party Sales and Transfers).
12.3.2. The recipient will not use the Classified Information for other than the purposes provided
for in this MOU.
12.3.3. The recipient will comply with any distribution and access restrictions on information
that is provided under this MOU.
12.4. Each Participant's DSA will investigate all cases in which it is known or where there are grounds
for suspecting that Classified Information or material provided or generated pursuant to this MOU has been
lost or disclosed to unauthorized persons. Each Participant also will promptly and fully inform the other
Participant's DSA of the known details of any such occurrences and will provide updates as required on the
investigation and will provide final results of the investigation and of the corrective actions taken to
preclude recurrences.
12.5. 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
sub-Contractors of any Classified Information received under this MOU, the DSAs will:
12.5.1. Ensure that such Contractor, prospective Contractor or sub-Contractors and their facilities
have the capability to protect the Classified Information adequately.
12.5.2. Grant a security clearance to the facilities, if appropriate.
12.5.3. Grant a security clearance for all personnel whose duties require access to Classified
Information, if appropriate.
12.5.4. Ensure that all persons having access to the Classified Information are informed of their
responsibilities to protect the Classified Information in accordance with national security laws and
regulations, and the provisions of this MOU.
25
12.5.5. Carry out periodic security inspections of cleared facilities to ensure that the Classified
Information is properly protected.
12.5.6. Ensure that access to the Classified Information is limited to those persons who have a
need-to-know for purposes of the MOU.
12.6. A Program Security Instruction and Classification Guide for the Program will be prepared by the
JPO within three months after this MOU enters into effect and forwarded for approval by the appropriate
DSAs. The Program Security Instruction and Classification Guide will describe the methods by which
Program Background Information, Program Foreground Information and material will be classified,
marked, used, transmitted, and safeguarded and will be applicable to all government and Contractor
personnel participating in the Program. The Instruction and Guide will be subject to regular review and
revision whenever this is appropriate.
12.7. The Participants recognize that certain Classified Program Information, both Foreground and
Background, may be subject to special restrictions which will be established in accordance with the
Program Security Instruction.
12.8. Contractors, prospective Contractors, or subcontractors which are determined by DSAs to be under
financial, administrative, policy or management control of nationals or entities of a Third Party, may
participate in a Contract or subcontract requiring access to Classified Information provided or generated
pursuant to 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 other Participant will be consulted for
approval prior to permitting such access.
12.9. For any facility wherein Classified Information or material 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 or material pertaining to this MOU. These
officials will be responsible for limiting access to Classified Information or material involved in this MOU
to those persons who have been properly approved for access and have a need-to-know.
12.10. 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 information in order to
participate in the Program.
12.11. Information or material provided or generated pursuant to this MOU may be classified as high as
Secret. The existence of this MOU is Unclassified and the contents are Unclassified.
26
SECTION XIII
THIRD PARTY SALES AND TRANSFERS
13.1. To the extent that it has the right to do so, each Participant will retain the right to sell, transfer title
to, disclose, or transfer possession of Program Foreground Information which is:
13.1.1. generated solely by either that Participant or that Participant's Contractors in the
performance of the Program under Section III (Scope of Work); and
13.1.2. which does not include any Program Background Information of the other Participant.
13.2. In the event questions arise as to whether the Program Foreground Information that a Participant
intends to sell, transfer title to, disclose, or transfer to a Third Party is within the scope of paragraph 13.1.,
the matter will be brought to the immediate attention of the SC. The Participants will resolve the matter
prior to any sale or other transfer of such Program Foreground Information to a Third Party.
13.3. Except to the extent permitted in paragraph 13.1., the Participants will not sell, transfer title to,
disclose, or transfer possession of Program Foreground Information or jointly acquired Program Equipment
or anything produced through use of the Foreground Information to any Third Party without the prior
written consent of the other Participant. Furthermore, neither Participant will permit any such sale,
disclosure, or transfer, including by the owner, without the prior written consent of the other Participant.
Such consent will not be given unless the government of the intended recipient consents in writing with the
Participants that it will:
13.3.1. not retransfer, or permit the further retransfer of, any equipment or information provided;
and
13.3.2. use, or permit the use of, the equipment or information provided only for the purposes
specified by the Participants.
13.4. A Participant will not sell, transfer title to, disclose, or transfer possession of Program Equipment or
Program Background Information provided by the other Participant to any Third Party without the prior
written consent of the Participant which provided such equipment or information. The providing
Participant will be solely responsible for authorizing such transfers and, as applicable, specifying the
methods and provisions for implementing such transfers.
13.5. The Participants anticipate that other nations may wish to buy equipment ultimately derived from
the results of this MOU. Both Participants recognize the advantages of their respective nations' industries
working together to produce such equipment for sale to other nations.
13.6. Sales and other transfers of equipment developed or Program Foreground Information generated
under this MOU may attract a levy to be shared between the Participants. Prior to any such sale or transfer,
the amounts of any levy and the procedures for assessing and distributing such levy will be mutually
determined by both Participants consistent with the laws and regulations of each Participant. Either
Participant may reduce the assessment of its share of the levy.
13.7. Specific details of maximum levy rates will be specified in the Contracts for each phase of the
Program.
27
SECTION XIV
LIABILITY AND CLAIMS
14.1. Claims arising under this MOU will be dealt with under paragraph 1 of the Agreement Concerning
Defense Cooperation Arrangements of 27 May 1993. Any cost arising under paragraph 1(b)(ii) will be
shared in proportion to the financial contributions to the Program by the Participants.
28
SECTION XV
PARTICIPATION OF ADDITIONAL NATIONS
15.1. It is recognized that other national defense organizations may wish to join the Program.
15.2. Mutual consent of the Participants will be required to conduct discussions with potential additional
Participants. The Participants will discuss the arrangements under which another Participant might join,
including the furnishing of releasable Program Information for evaluation prior to joining. If the disclosure
of Program Information is necessary to conduct discussions, such disclosure will be in accordance with
Section IX (Disclosure and Use of Program Information), Section X (Controlled Unclassified Information)
and Section XIII (Third Party Sales and Transfers).
15.3. The Participants will jointly formulate the provisions under which additional Participants might
join. The addition of new Participants to the Program will require amendment of this MOU by the
Participants to incorporate necessary multilateral provisions.
29
SECTION XVI
CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES
16.1. 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 this Program.
16.2. 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 customs duties, import and export taxes, or other similar charges are levied during the PD/ATD or
EMD/FD phases, the Participant in whose country they are levied will bear such costs as a cost to that
Participant over and above that Participant's share of its costs under this MOU.
30
SECTION XVII
SETTLEMENT OF DISPUTES
17.1. Disputes between the Participants arising under or relating to this MOU will be resolved only by
consultation between the Participants and will not be referred to a national court, to an international
tribunal, or to any other person or entity for settlement.
31
SECTION XVIII
AMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION
18.1. All activities of the Participants under this MOU will be carried out in accordance with their
national laws and the responsibilities of the Participants will be subject to the availability of appropriated
funds for such purposes.
18.2. In the event of a conflict between a Section of this MOU and any Annex to this MOU, the Section
will control.
18.3. Except as otherwise provided, this MOU may be amended by the mutual written consent of the
Participants. Annex A (Program Plan), Annex B (Financial Matters), and Annex D (Software) of this
MOU may be amended by the written approval of the SC.
18.4. This MOU may be terminated at any time upon the mutual written consent of the Participants. In
the event both Participants consent to terminate this MOU, the Participants will consult prior to the date of
termination to ensure termination on the most economical and equitable provisions.
18.5. Either Participant may terminate this MOU upon 180 days written notification to the other
Participant. Such notice will be the subject of immediate consultation by the SC to decide upon the
appropriate course of action. In the event of such termination, the following rules apply:
18.5.1. The terminating Participant will continue participation, financial or otherwise, up to the
effective date of termination.
18.5.2. The terminating Participant will pay all Contract modification or termination costs that
would not otherwise have been incurred but for the decision to terminate. However, the
total contribution of the terminating Participant, including termination costs, will in no
event exceed the amount the terminating Participant would have contributed had it not
terminated this MOU.
18.5.3. The terminating Participant will pay its share of the jointly funded costs expended under
this MOU in accordance with the cost share provisions.
18.5.4. All Program Information and rights and benefits therein received under the provisions
of this MOU prior to the termination will be retained by the Participants, subject to the
provisions of this MOU, sufficient to allow either Participant to complete the Program.
No warranty is implied with regard to sufficiency or adequacy of Program Information
provided prior to termination.
18.6. The respective rights, benefits, and responsibilities of the Participants regarding Section VIII
(Program Equipment), Section IX (Disclosure and Use of Program Information), Section X (Controlled
Unclassified Information), Section XII (Security), Section XIII (Third Party Sales and Transfers), Section
XIV (Liability and Claims), Section XVIII (Amendment, Termination, Entry into Effect, and Duration),
will continue notwithstanding termination or expiration of this MOU. The respective rights and benefits of
the Participants under Section IX (Disclosure and Use of Program Information) will only extend to
Program Information delivered to Participants during the term of this MOU.
18.7. This MOU, which consists of the Introduction, 18 Sections and 4 Annexes, will enter into effect
upon signature by both Participants and will remain in effect for 25 years. It may be extended by the
mutual written consent of the Participants.
32
The foregoing represents the understandings reached between the Secretary of Defense on behalf of the
Department of Defense of the United States of America and the Secretary of State for Defence of the
United Kingdom of Great Britain and Northern Ireland upon the matters referred to therein. Signed in
duplicate in English by authorized representatives.
FOR THE SECRETARY OF DEFENSE ON
BEHALF OF THE DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA:
LTG Paul J. Kern
Name
Military Deputy to ASA(RDA)
Title
26 Feb 1998
Date
Washington, D.C.
Location
FOR THE SECRETARY OF STATE FOR
DEFENCE OF THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND:
Signature
LTG Sir Robert Hayman-Joyce KCB CBE
DL
7 July 1998
Date
Abbey Wood, Bristol
Location
Name
Deputy Chief of Defence
Procurement (Operations)
Title
33
ANNEX A
PROGRAM PLAN
1. Program phases. The Program will comprise the following phases:
Project Definition/Advanced Technology Demonstrator (PD/ATD)
Engineering and Manufacturing Development /Full Development (EMD/FD)
Production
Follow on Support
The schedule to In Service Date/First Unit Equipped (ISD/FUE) is attached at Appendix 1 to this Annex.
2. Acquisition Strategy.
2.1. The Participants will issue an Invitation to Tender for the PD/ATD phase. Following a joint
source selection process, and subject to the advice of the Source Selection Authority two
Contracts will be let for a competitive PD/ATD which will seek two proposals for the
EMD/FD phase. These proposals will each include a detailed design; emphasis will be
placed on achieving state of the art performance, on operating and support costs, and on
growth potential, within an affordable unit production cost. The Contractors' designs will be
supported by a range of rigs and demonstrators, including a system level integrated
demonstrator.
2.2. Subject to the mutual consent of the Participants to continue with the joint Program and
following a further joint source selection process the Source Selection Authority will advise
on the selection of a single consortium for the EMD/FD Phase. Subject to satisfactory
completion of this phase, Production would be authorised.
2.3. It is the intention of both Participants to consider during the PD/ATD and EMD/FD phases
contractor based solutions for support of the system in service.
3. PD/ATD phase Milestones
Invitation to Tender Mar 98
Tender returns due May 98
Completion of SSEB Aug 98
Award of PD/ATD Contracts Sep 98
Pricing strategy and contracting agency Apr 00
information for EMD/FD released to industry
EMD/FD proposals from industry due Apr 02
Completion of SSEB Aug 02
MS I/II and EAC approval for EMD/FD Oct 02
A-1
4. Record of Program Background Information. A record of Government and Contractor Program
Background Information brought to the program prior to signature of this MOU is maintained by the
JPO. The PM and DPM will update this record every six months to include any additional Program
Background Information exchanged under this MOU. The PM and DPM must also record, with
assistance from prime contractors, when any such Program Background Information is committed to
contractors' designs.
A-2
Appendix 1 to
Annex A
ASRV PROGRAM SCHEDULE
CY97
CY98
CY99
CY00
CY01
CY02
CY03
CY04
CY05 CY06
CY07
CY08
CY09
US-ATD
UK-PD
MS I/II/EAC
US-EMD
UK-FD
MS III
FUE
US & UK
LRIP
US &UK
PRODUCTION
EAC I ISD
Page 1
ANNEX B
FINANCIAL MATTERS
1. The estimated contributions of the Participants in the PD/ATD phase of the program are as follows:
UK Financial Years (1 Apr - 31 Mar)
FY98/99 FY99/00 FY00/01 FY01/02 Totals
Contractual
United Kingdom (£M) 7.8 21.5 27.9 28.8 86.0
United States ($M) 16.4 32.9 52.9 34.4 136.6
Overhead & Admin
United Kingdom (£M) 3.0 3.3 3.2 2.4 11.9
United States ($M) 3.5 4.3 4.4 3.8 16.0
2. The estimated contributions of the Participants in the EMD/FD phase of the program are as follows:
US ($M) UK (£M)
Contractual Cost 298.8 186.5
Operating Costs 46.8 21.1
345.6 207.6
(Note: Figures are in UK September 1997 economic condition for the £ and FY98 constant US$. To allow
a meaningful comparison with the US Dollar figures, all UK figures shown are exclusive of Value Added
Tax.)
3. The following provisions will apply to the PD/ATD.
3.1. The UK Pound Sterling will be the reference currency for the PD/ATD phase of the Program
and the fiscal year will be the UK financial year. The reference currency exchange rate for the
purpose of determining the maximum costs for the PD/ATD phase of the Program is 1 UK Pound
Sterling = U. S. $ 1.6.
3.2. Bids will be sought from Contractors in US dollars for unique US items; in pounds sterling for
unique UK items; and equally in pounds sterling and US dollars for common US/UK items. Unique
US items will be priced and paid to Contractors in US dollars. Unique UK items will be priced and
paid to Contractors in pounds sterling. Common US/UK. items will be priced and paid to Contractors
equally in pounds sterling and US dollars. These prices will be firm and not subject to exchange rate
fluctuation. The exchange rate will be advised by the Contractor in his bid and approved by the
SC. All US contributions will be paid to the UK in US dollars.
3.3. Contractor invoices received by the JPO which are for common cost items will be paid against
the approved financial schedule by drawing equally against US/UK funds. Invoices for items unique
to one Participant will be met entirely from the national funds of that Participant. Responsibility for
authorizing all payments to Contractors will rest with the PM and DPM.
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3.4. The JPO will prepare a Contract Financial Contribution Schedule (FCS) based upon anticipated
Contract payments. The schedule will reflect the requirement for contributions from the US to be
received prior to payment being made to the Contractor(s). The schedule will reflect actual Contract
prices and payment plans; and will show separately those items to be paid to the Contractor(s) in US
dollars; those to be paid in pounds sterling; and those to be paid in equal shares of US dollars and
pounds sterling.
3.5. Prior to any UK contractual action which will result in a financial commitment of US/UK funds,
the PM and the DPM will decide jointly in writing on the definitions of and amount of common and
unique costs associated with such contractual action.
3.6. The US contribution towards Contract payments will be made to the UK on or before the dates on
which payment is due. The amount of the US contribution advanced will not exceed the amount
necessary to fulfill the US share of expenses for a current US fiscal quarter. Any additional Contract
costs resulting from late payments will be borne by the Participant responsible for the delay.
3.7. The following procedures will be adopted by the UK for calling forward US contributions both
for common US/UK items and for unique US items:
3.7.1. Requests for funding will be submitted to Project Manager, Future Scout and Cavalry
System, US Army TACOM, AMSTRA-TR-FSCS, Warren, MI 48397-5000 in accordance with
the financial schedule. Requests will be submitted at least 30 days in advance of the due date set
out in the financial schedule. All remittances to the UK will be made in US dollars.
3.7.2. The US will ensure that funds are made available on or before the due date. Upon
request, funds should be remitted to the UK
3.7.3. The UK will hold the US dollar contribution in a interest bearing account prior to
payment being made to the Contractor(s). The interest accumulated on this account will be
remitted to the US.
3.8. The JPO will maintain accurate and up-to-date records, both for common and unique national
elements of the ASRV Contract(s), in formats to be decided by the SC. Financial status reports will be
forwarded to each Participant within four weeks of the end of each calendar quarter. The JPO will
keep full and complete records of all requisitions issued, work performed, obligations and
commitments incurred by the Contracting Agency, funds received, and all payments certified on
behalf of the Participants. These will be subject to periodic audit in accordance with Section V
(Financial Provisions).
3.9. All official records for the Program will be maintained using the UK Financial Year. US records
prepared or maintained for US use within the JPO may also use the US Government Fiscal Year,
which runs from October to September. However, all periodic reports will be due on the UK FY basis
(ie. after 31 March for annual reports).
3.10. Revisions or amendments to this document will be issued as necessary subject to the approval of
the SC.
4. This Annex will be revised and updated by the JPO for the Participants prior to proceeding together with
each phase. The revision will include the detailed costing of the work to be accomplished, a preliminary
financial contributions schedule and an estimated maximum cost for that phase, and an outline cost for all
subsequent phases.
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ANNEX C
ASSIGNMENT OF ASRV PROGRAM PERSONNEL
1.0. Definitions.
In addition to the definitions in Section I (Definitions) of this MOU the following definitions will also
apply:
1.1. "Host Organization" means the U.S. Army Tank-automotive and Armaments Command
(TACOM) and the Procurement Executive (PE) to which ASRV Program Personnel are assigned for
duty pursuant to the ASRV MOU.
1.2. "Host Participant" means the Department of Defense or Ministry of Defence (DoD/MoD) to
which the Host Organization belongs.
1.3. "ASRV Program Personnel" means military or civilian employees of the Parent Organization of
one Participant assigned to the Host Organization of the other who perform professional,
administrative, contracting, logistics, financial, planning or other support functions in furtherance of
the ASRV Program.
1.4. "Parent Organization" means the US Army and MoD departments and agencies to which ASRV
Program Personnel belong.
1.5. "Parent Participant" means the DoD/MoD to which the Parent Organization belongs.
2.0. Purpose and Scope.
2.1. This Annex establishes the provision by which the Participants will assign ASRV Program
Personnel in support of the ASRV Program from the other Participant. During the term of the ASRV
MOU, each Participant will be permitted to assign military or civilian employees of its DoD/MoD to
serve as ASRV Program Personnel to the JPO/PMSO run by the other Participant in accordance with
the terms of this Annex. Commencement of such an assignment will be subject to any requirements
that may be imposed by the other Participant or its government regarding approval of ASRV Program
Personnel. An individual may serve for any length of time up to the completion or termination of the
ASRV MOU.
2.2. ASRV Program Personnel will not act in a liaison capacity. ASRV Program Personnel will
perform duties as mutually determined by the PM and DPM.
3.0. Financial Arrangements
3.1. The Parent Participant's responsibility will include all costs and expenses of ASRV Program
Personnel, including, but not limited to:
3.1.1. All pay and allowances.
3.1.2. Travel to and from the country of the Host Participant, except for travel pursuant to
paragraph 3.2.
3.1.3. All temporary duty costs, including travel costs, when such duty is carried out at the
request of the Parent Participant.
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3.1.4. Compensation for loss of, or damage to, the personal property of ASRV Program
Personnel, or the personal property of ASRV Program Personnel dependents.
3.1.5. The movement of dependents and the household effects of ASRV Program Personnel.
3.1.6. Preparation and shipment of remains and funeral expenses in the event of the death of
ASRV Program Personnel or their dependents.
3.1.7. All expenses in connection with the return of ASRV Program Personnel whose
assignment has been terminated, along with his or her dependents.
3.2. The Host Participant will be responsible for the following:
3.2.1. Travel and subsistence costs in connection with the performance of any duty carried out
pursuant to a requirement of the Host Participant.
3.2.2. Costs incurred as a result of a change in location of work ordered by the Host Participant
during the period of exchange.
3.3. The Host Participant will not charge for the use of facilities and equipment necessary for the
performance of tasks assigned to ASRV Program Personnel.
3.4. The Host Participant will not provide any supplies or services related to those costs that,
pursuant to paragraph 3.1, are the responsibility of the Parent Participant. Accordingly, the Parent
Participant will make arrangements to defray such costs directly through its personnel, rather than
through reimbursement to the Host Participant.
4.0. Security.
4.1. The Participants will establish the maximum level of security clearance required, if any, to
permit ASRV Program Personnel to have access to Classified Information and work areas in
accordance with the Program Security Instruction and Classification Guide. Access
to Classified Information and facilities will be consistent with, and limited by, Section III (Scope of
Work) of this MOU and will be kept to the minimum required to accomplish the work assignments.
4.2. Each Participant will cause security assurances to be filed, through the British Embassy in
Washington, D.C., in the case of United Kingdom personnel, and through the U.S. Embassy in
London, U.K. in the case of United States personnel, stating the security clearances for the ASRV
Program Personnel being assigned. The security assurances will be prepared and forwarded through
prescribed channels in compliance with established Host Participant procedures.
4.3. The Host Organization and the Parent Organization will ensure that assigned ASRV Program
Personnel are fully cognizant of applicable laws and regulations concerning the protection of
proprietary information (such as patents, copyrights, know-how, and trade secrets), Classified
Information and Controlled Unclassified Information to which access might be gained under this
Program both during and after termination of an assignment. Prior to taking up assigned duties,
ASRV Program Personnel will be required to sign the certification at Appendix A.
4.4. ASRV Program Personnel will at all times be required to comply with the security laws,
regulations and procedures of the government of the Host Participant. Any violation of security
procedures by ASRV Program Personnel during their assignment will be reported to the Parent
Participant for appropriate action. ASRV Program Personnel committing willful violations of
security laws, regulations, or procedures during their assignments will be withdrawn from the
Program with a view toward appropriate administrative or disciplinary action by the Parent
Participant.
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4.5. All Classified Information made available to the ASRV Program Personnel will be considered as
Classified Information furnished to the Parent Participant and will be subject to all provisions and
safeguards provided for in Section XII (Security) and Annex C (Program Security Instruction an
Classification Guide).
4.6. ASRV Program Personnel will not take custody of Classified Information or Controlled
Unclassified Information in tangible form (for example, documents or electronic files) unless
approved by the ASRV Program Office and as authorized by the Parent Participant on a case by case
basis..
5.0. Technical and Administrative Matters.
5.1. To the extent authorized by the laws and regulations of the government of the Host Participant,
the Host Organization will provide such administrative support as is necessary for ASRV Program
Personnel to perform their assigned tasks.
5.2. Consistent with the laws and regulations of the government of the Host Participant, ASRV
Program Personnel assigned under this MOU will be subject to the same restrictions, conditions, and
privileges as Host Participant personnel of comparable rank and in comparable assignments.
Further, to the extent authorized by the laws and regulations of the government of the Host
Participant, ASRV Program Personnel and their authorized dependents will be accorded on a
reciprocal basis:
5.2.1. Exemption from any tax by the government of the Host Participant upon income
received from the government of the Parent Participant.
5.2.2. Exemption from any customs and import duties or similar charges levied on items
entering the country of the Host Participant for their official or personal use, including their
baggage, household effects, and private motor vehicles. The foregoing will not in any way
limit privileges set forth elsewhere in this MOU, or other privileges granted by the laws and
regulations of the government of the Host Participant.
5.3. ASRV Program Personnel and their dependents will be informed by the Host Organization
about applicable laws, orders, regulations, and customs and they will be required-to comply with
them. ASRV Program Personnel and their dependents also will be briefed by Host Organization
personnel regarding their specific entitlements, privileges, and obligations upon their arrival in the
country of the Host Organization.
5.4. ASRV Program Personnel may observe the holiday schedule of either the Parent Participant or
the Host Participant as mutually acceptable.
5.5. The Participants will determine working hours for ASRV Program Personnel that are
consistent with the customs and requirements of both Participants. ASRV Program Personnel will
have performance evaluations rendered in accordance with the applicable Parent Participant
regulations.
5.6. ASRV Program Personnel committing an offense under the laws of the government of either the
Parent Participant or the Host Participant may be withdrawn from this Program 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 ASRV Program Personnel and ASRV Program
Personnel will not exercise disciplinary powers over personnel of the Host Participant. The
Participants will cooperate when legally possible in carrying out administrative or disciplinary action
by the Parent Participant against its ASRV Program Personnel.
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5.7. Any medical and dental care that may be provided to ASRV Program Personnel and their
dependents at the Host Participant medical facilities, will be subject to the requirements of the laws
and regulations of the government of the Host Participant, including reimbursement when required
by such laws and regulations.
5.8. In no case will ASRV Program Personnel be assigned to positions which would require exercise
of command or be assigned to other positions that would require them to exercise responsibilities that
are reserved by law or regulation to an officer or employee of the U.S. Government.
5.9. ASRV Program Personnel will not be placed on duty or in positions in areas of political
sensitivity where their presence would jeopardize the interests of the Parent Participant, or where, in
the normal course of their duty, they may become involved in activities which may embarrass the
Parent Participant.
5.10. The Host Participant will not deploy ASRV Program Personnel in non-direct hostility
situations, such as UN peacekeeping or multi-national operations, without Parent Participant
approval. Additionally, ASRV Program Personnel will not be deployed to a third country without
Parent Participant approval.
5.11. The Host Participant will not place ASRV Program Personnel in duty assignments in which
direct hostilities with forces of third states are likely. Should a unit in which ASRV Program
Personnel are assigned become involved in hostilities unexpectedly, ASRV Program Personnel
assigned to the unit will not be involved in the hostilities without authorization from the Parent
Participant. ASRV Program Personnel approved by both the Parent Participant and the Host
Participant for involvement in hostilities will be given clear guidance on the Host Participant's
interpretation of laws of war, to include the rules of engagement.
5.12. Purchasing and patronage privileges at military commissaries, exchanges, theaters and clubs
will be extended to ASRV Program Personnel and their dependents on the same basis as equivalent
personnel of the Host Participant. This provision will not, however, limit privileges set forth
elsewhere in this MOU or other privileges granted by the Host Participant, at its discretion, with the
consent of the Parent Participant.
5.13. ASRV Program Personnel will be granted leave according to their entitlements under the
regulations of the Parent Organization, subject to the approval of the appropriate authorities of the
Host Organization.
5.14. ASRV Program Personnel will be required to comply with the dress regulations of the Parent
Organization and will also wear such identification as may be necessary to identify the ASRV
Program Personnel's nationality, rank and status. The order of dress for any occasion will be that
which most nearly conforms to the order for the Host Organization with which they are serving.
Customs of the Host Organization will be observed with respect to wearing of civilian clothes.
5.15. Consistent with the laws and regulations of the government of the Host Participant, and upon
conditions of reciprocity, the Host Organization will provide, if available, housing and messing
facilities for ASRV Program Personnel and their dependents on the same basis and priority as for its
own personnel. ASRV Program Personnel will pay messing and housing charges to the same extent
as personnel of the Host Organization. At locations where facilities are not provided by the Host
Organization for its own personnel, the Parent Organization will make suitable arrangements for
ASRV Program Personnel.
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6.0. ASRV Program Personnel and those dependents accompanying them, must obtain motor vehicle
liability insurance coverage in accordance with applicable laws and regulations of the government of the
Host Participant, or its political subdivision, where they are located. In case of claims involving the use of
private motor vehicles, the first recourse will be against such insurance.
7.0. The NATO Status of Forces Agreement pertaining to rights and privileges of military and civilian
personnel while in the country of the Host Participant will apply to ASRV Program Personnel and their
dependents.
C-5

Appendix A
CERTIFICATE OF CONDITIONS AND RESPONSIBILITIES
I understand and acknowledge that I have been accepted for assignment to (Name and location of
organization to which assigned) pursuant to the Memorandum of Understanding between the Secretary of
Defense on behalf of the Department of Defense of the United States of America and the Secretary of State
for Defence of the United Kingdom of Great Britain and Northern Ireland concerning Cooperation in the
Development, Production and Follow on Support of an Armored Scout and Reconnaissance Vehicle
System. In connection with this assignment, I further understand, acknowledge, and certify that I will
comply with the following conditions and responsibilities:
I. The purpose of the assignment is to support the ASRV Program. There will be no access to information
except as required to perform the duties to which I am assigned, as determined by the PM and/or DPM.
2. I will perform only functions which are properly assigned to me.
3. All information to which I may have access during this assignment will be treated as information
provided to my government in confidence and will not be further released or disclosed by me to any other
person, firm, organization or government without the prior written authorization of the Host Participant.
4. When dealing with individuals outside of my immediate office of assignment on official matters, I will
inform such individuals that I am a foreign exchange person.
5. I have been briefed on, understand, and will comply with all applicable security regulations of the Host
Participant and the Host Organization.
6. I will immediately report to my designated supervisor all attempts to obtain, without proper
authorization, classified, restricted, proprietary or controlled unclassified information to which I may have
access as a result of this assignment.
(Signature)
(Typed Name)
(Rank/Title)
(Date)
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ANNEX D
SOFTWARE
1. EMD/FD/Production Computer Software.
Each Participant will, at its discretion, maintain a software support center to allow
updating/upgrading of the ASRV system. Both Participants will be provided EMD/FD/Production
Computer Software, to include all source code with appropriate documentation, required as a baseline by
the Contractor(s).
2. EMD/FD/Production Computer Software Documentation.
Each Participant will, at its discretion, be provided all EMD/FD/Production Computer Software
Documentation required for updating/upgrading of the ASRV system. Each Participant will also be
provided access to ASRV Program EMD/FD/Production Computer Software documentation via on-site
software documentation libraries at the US and UK Contractor/Government software support activities
subject to the security restrictions of the installation and in accordance with the provisions of Annex C
(Program Security Instruction and Classification Guide).
3. Computer Software Support
All ASRV Program computer software support activities will be conducted at
Contractor/Government software support facilities and will be governed by existing US/UK software
maintenance procedures.
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