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12991 Multilateral - Memorandum of Understanding Concerning Trilateral Technology Research and Development Projects


   
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TREATIES AND OTHER INTERNATIONAL ACTS SERIES 12991

 

 

DEFENSE

Research and Development

 


Memorandum of Understanding
Between the
UNITED STATES OF AMERICA
and OTHER GOVERNMENTS
Signed November 3, 1998

with

Annex

 

 

 

 

 

 

 

 

 

 

 

NOTE BY THE DEPARTMENT OF STATE

Pursuant to Public Law 89—497, approved July 8, 1966
(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued
under the authority of the Secretary of State shall be competent
evidence . . . of the treaties, international agreements other than
treaties, and proclamations by the President of such treaties and
international agreements other than treaties, as the case may be,
therein contained, in all the courts of law and equity and of maritime
jurisdiction, and in all the tribunals and public offices of the
United States, and of the several States, without any further proof
or authentication thereof.”

 

 

 

 

 

 

 

 

 

 

 

 


MULTILATERAL

Defense: Research and Development


Memorandum of understanding signed November 3, 1998;
Entered into force November 3, 1998.
With annex.

MEMORANDUM OF UNDERSTANDING
AMONG THE
THE DEPARTMENT OF NATIONAL DEFENCE
OF CANADA
AND THE
SECRETARY OF STATE FOR DEFENCE
OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
AND THE
DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA
CONCERNING
TRILATERAL TECHNOLOGY RESEARCH AND DEVELOPMENT PROJECTS
Dated 3 November 1998
TABLE OF CONTENTS
INTRODUCTION 3
SECTION I DEFINITIONS 4
SECTION II OBJECTIVE 6
SECTION III SCOPE OF WORK 7
SECTION IV MANAGEMENT (ORGANIZATION AND
RESPONSIBILITY) 8
SECTION V FINANCIAL ARRANGEMENTS 10
SECTION VI CONTRACTUAL ARRANGEMENTS
SECTION VII PROJECT EQUIPMENT 14
SECTION VIII DISCLOSUREAND USE OF PROJECT INFORMATION 16
SECTION IX CONTROLLED UNCLASSIFIED INFORMATION 19
SECTION X VISITS TO ESTABLISHMENTS 20
SECTION XI SECURITY 21
SECTION XII THIRD PARTY SALES AND TRANSFERS AND
ALTERNATIVE USES 24
SECTION XIII LIABILITY AND CLAIMS 26
SECTION XIV CUSTOMS DUTIES, TAXES AND SIMILAR CHARGES 27
SECTION XV SETTLEMENT OF DISPUTES AND GENERAL
PROVISIONS 28
SECTION XVI AMENDMENT, TERMINATION, ENTRY INTO
EFFECT AND DURATION 29
ANNEX A SAMPLE PROJECT ARRANGEMENT 32
2
INTRODUCTION
The Department of National Defence of Canada (CA) , the Secretary of State for •
Defence of the United Kingdom of Great Britain and Northern Ireland (UK) and the
Department of Defense of the United States of America (US), hereinafter referred to as
the "Participants":
Having a common interest in defense;
Recognizing the benefits to be obtained from rationalization, standardization and
interoperability of military equipment;
Seeking to make the best use of their respective research and development
capacities, eliminate unnecessary duplication of work and obtain the most efficient and
cost-effective results through cooperation in Trilateral Technology Research and
Development Projects (TTRDPs);
Recognizing the need to collectively develop emerging technologies to field
technologically superior weapons;
The UK and US 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 will apply to this Memorandum of Understanding (MOU);.
Have entered into the following understandings:
3
SECTION I
DEFINITIONS .
1.1 The Participants have decided upon the following definitions for terms used in
this TTRDP MOU:
Classified
Information
Contracting
Agency
Contracting
Officer
Contractor
Controlled
Unclassified
Information
Defense
Purposes
Designated
Security
Authority (DSA)
Project
Project
Arrangement
(PA)
Official information that requires protection
in the interests of national security and. is so designated by the
application of a security classification marking.
The entity within the government organization of
a Participant, which has authority to enter into, administer, and
terminate contracts.
A person representing a Contracting Agency of a
Participant who has the authority to enter into, administer, and
terminate contracts.
Any entity awarded a contract under a Project by a Participants
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 an 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 any Participant.
The security office approved by national authorities to
be responsible for the security aspects of this MOU.
Specific collaborative activity to research and develop basic,
exploratory or advanced technologies that are described in a
Project Arrangement to this MOU.
An implementing arrangement, added after the TTRDP
MOU has entered into effect which specifically
details the arrangements for collaboration on a specific Project.
4
Project Information not generated in the performance
Background of a Project.
Information
Project Any materiel, equipment, end item, subsystem,
Equipment component, special tooling or test equipment jointly acquired or
provided for use in a Project

Project Project Information generated in the performance
Foreground of a Project.
Information
Project My information provided to, generated in, or used in a
Information Project regardless of form or type.

Project Any invention or discovery formulated or made, either
Invention conceived or first actually reduced to practice in the course of work
performed under a Project The term "first actually reduced to
practice" means the first demonstration, sufficient to establish to
one skilled in the art to which the invention pertains, of the
operability of an invention for its intended purpose and in its
intended environment.
Third Party A government other than the government of a Participant and any
person or other entity whose government is not the government of
a Participant.
5
SECTION II
OBJECTIVE
2.1 The objective of this Memorandum of Understanding (MOU) is to define and
establish the general principles which will apply to the initiation, conduct, and
management of Projects established by separate Trilateral Technology Research and
Development Project (TTRDP) Project Arrangements (PAs) entered into by
representatives of all three Participants authorized in accordance with this MOU and
respective national procedures.
2.2 The provisions of this MOU are incorporated by reference in each PA. Detailed
provisions of each PA will be consistent with this MOU and will include, as a minimum,
provisions concerning the objectives, scope of work, management structure, sharing of
tasks, financial arrangements, contractual arrangements (if required), security
classification, responsibilities of the Participants, and other provisions as required, in
accordance with tie format attached as Annex A. In the event of a conflict between
the provisions of this TTRDP MOU and any PA, the TTRDP MOU will govern.
6
SECTION III
SCOPE OF WORK
3.1 The scope of work for this MOU will encompass collaboration on research,
exploratory development, and advanced development of technologies whose
maturation may lead to the development of technologically superior conventional
weapon systems. PAs may range from conceptual studies to technology
demonstrators.
3.2 This MOU authorizes the exchange of information specifically for the purposes
of information exchange; specifically for the purposes of harmonizing the Participants'
respective TTRDP requirements and for formulating, developing and negotiating PM.
3.3 No information relating to system specific prototypes, engineering and manufacturing
development or production may be transferred under this MOU or its
implementing PAs. System specific prototypes, engineering and manufacturing
development or production programs which may evolve from collaboration under one or
more PAs to this MOU are outside the scope of this MOU.
3.4 This MOU does not preclude entering into any other arrangements in the area
of research and development on basic, exploratory and advanced technology.
7
SECTION IV
MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)
4.1 The following, or equivalent in the event of reorganization, are designated as the
TTRDP MOU Principals (MPs): the Chief Research and Development (CA
TTRDP/MP); the Deputy Under Secretary of State (Science and Technology) (UK
TTRDP/MP); and the Deputy Under Secretary of Defense (International and
Commercial Programs) (US TTRDP/MP). The TTRDP/MPs will be responsible for:
4.1.1 implementing this MOU and exercising executive-level oversight
4.1.2 monitoring overall use and effectiveness of the MOU; and
4.1.3 recommending amendments to this MOU to the Participants.
4.2 The following, or equivalent in the event of reorganization, are designated as
TTRDP Executive Agents (TTRDP/EAs): the Chief Research and Development (CA
TTRDP/EA); the Director General (Research and Technology) (UK TTRDP/EA); and
the appropriate US Service Acquisition Executive or Defense Agency Director (US
TTRDP/EA) for those projects within their respective Military Service or Defense
Agency. The TTRDP/EAs will be responsible for
4.2.1 signing appropriate PAs in accordance with this MOU and national
policies and procedures;
42.2 establishing an appropriate management structure for each PA
considering its scope and the requirement for a Steering Committee (SC);
4.2.3 appointing SC members when deemed necessary, and Project Officers
(POs);
4.2.4 giving administrative direction to appropriate SCs, if established, or POs
appointed in each PA
4.3 The SC, if established, will be responsible for:
4.3.1 providing policy and management direction to the POs during PA
execution;
4.3.2 monitoring overall implementation, including technical, cost, and schedule
perform against requirements; and
4.3.3 reporting status and activity of assigned PM on an annual basis to the
TTRDP/EM and TTRDP/MPs.
8
4.4 The POs will have primary responsibilities for effective implementation, efficient
management and direction of their assigned PA including technical, cost, and schedule
performance against requirements. Additionally, the POs will be responsible for
paragraph 4.3.3 above when no SC is established for their assigned PA
4.5 The TTRDP/EAs, SCs and POs will meet as required, rotating meetings among
the United States, Canada and the United Kingdom. The Chairman for each meeting
will be the senior official of the host nation. During such meetings, all decisions require
unanimity, each Participant having one vote.
9
SECTION V
FINANCIAL ARRANGEMENTS
5.1 Each Participant will contribute its equitable share of the full financial costs and
non-financial costs incurred in performing, managing, and administering its
responsibilities under this MOU and each PA, including overhead costs, administrative
costs, and costs of claims, and each Participant will receive an equitable share of the
results. The tasks to be performed by each Participant will be established in each PA.
The assignment of tasks will represent en equitable sharing of the costs of work to be
performed under the PA.
5.2 Any responsibilities of the Participants under this MOU that require the
expenditure of funds will be subject to the availability of appropriated funds for such
purposes. Each Participant will promptly notify the other Participants if available funds
are not adequate to fulfill its financial responsibilities under this MOU or its PAs, and
will immediately consult on the course of action to be taken with a view toward
continuation on a changed or reduced basis.
5.3 This MOU in and of itself creates no financial or non-financial responsibilities
regarding individual PAs; however, detailed descriptions of the financial arrangements
for a specific Project, including, at a minimum, the total cost of the Project and each
Participant's share, will be contained in the PA.
5.4 The Participants will endeavor to perform, or have performed, work specified in
each PA within the costs specified in each PA.
5.5 Each Participant will bear the full costs it incurs for performing, managing, and
administering its activities under this MOU and participation in each PA, including its
share of the costs of any contract under the auspices of paragraph 5.7 below.
5.6 The following costs will be borne entirely by the Participant incurring the costs:
5.6.1 Costs associated with any unique national requirements identified by a
Participant.
5.6.2 Any other costs outside the scope of this MOU and its PAs.
5.7 Under a PA, the Participants may decide that it is necessary for one Participant
to incur contractual or other obligations for the benefit of all Participants. In the event
one Participant incurs such obligations, the Participants will pay their equitable share of
such obligations, make funds available in such amounts and at such times as may be
required by the obligations, or pay any damages and costs that may accrue from the
performance of or cancellation of the obligation in advance of the time such payments,
damages, or costs are due.
10
5.8 For each PA, the POs will be responsible for establishing the detailed financial
management procedures under which the Project will operate. These procedures will
be detailed in a financial management policies and procedures document proposed by
the POs and subject to the approval of the TTRDP EAs or SC, as appropriate.
5.9 Each Participant will provide funds for each Project in accordance with the
estimated schedule of financial contributions contained in the financial management
policies and procedures document.
5.10. Each Participant will be responsible for the audit of the procurement activities for
which it is responsible pursuant to a PA in accordance with its own national practices.
Each Participant's reports of such audits wilt be promptly made available to the other
Participants. For PM where funds are transferred from one Participant to another
Participant, the receiving Participant will be responsible for the internal audit regarding
administration of the other Participants' funds in accordance with national practices.
Audit reports of such funds will be promptly made available by the receiving Participant
to the other Participants.
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SECTION VI
CONTRACTUAL ARRANGEMENTS
6.1 If a Participant determines that contracting is necessary to fulfill that Participant's
responsibilities under a PA, that Participant will contract in accordance with its
respective national laws, regulations and procedures.
6.2 When one Participant individually contracts to undertake a task under a PA, it
will be solely responsible for its own contracting, and the other Participants will not be
subject to any liability arising from such contracts without their prior written consent
6.3 If the Participants determine that it is necessary under a PA that one Participant
contract on behalf of all Participants for tasks under that TTRDP PA, the Participant will
contract in accordance with its respective national laws, regulations and procedures.
Such contractual arrangements will be detailed in the particular PA. Sources from all
Participants' industries will be allowed to compete on an equal basis for such contracts.
The Contracting Officer will be the exclusive source for providing contractual direction
and instructions to Contractors. The POs will be responsible for the coordination of
activities relating to this MOU and its PAs and will cooperate with the Contracting
Officer in the areas of contract procedures, contract negotiation, evaluation of offers,
and contract award. The Contracting Officer will also keep the POs advised of all
financial arrangements with Contractors.
6.4 For all contracting activities performed by the Participants, the POs will, upon
request, provide a copy of all statements of work for information prior to the issuance of
solicitations.
6.5 Each Participant's Contracting Agency will negotiate to obtain the rights to use
and disclose Project Information required by Section VIII (Disclosure and Use of Project
Information). Each Participant's Contracting Agency will insert into its prospective
contracts (and require its contractors to insert in subcontracts) suitable terms and
conditions to satisfy the requirements of this MOU, including Section VII (Project
Equipment), Section VIII (Disclosure and Use of Project Information), Section IX
(Controlled Information), Section XI (Security) and Section XII (Third Party Sales and
Transfers and Alternative Uses) of this MOU. During the contracting process, each
Participant's Contracting Officer will advise prospective Contractors of their obligation
to notify the Contracting Agency immediately if they are subject to any license,
agreement, or arrangement that will restrict that Participant's freedom to disclose
information or permit its use. The Contracting Officer will also advise prospective
Contractors to employ their best efforts not to enter into any new agreement or
arrangement that will result in restrictions.
6.6 In the event a Participant's Contracting Agency is unable to secure adequate
rights to use and disclose Project Information as required by Section VIII (Disclosure
and Use of Project Information), or is notified by Contractors or potential Contractors of
any restrictions on the disclosure and use of information, that Participant's PO will
notify the other Participant's PO of the restriction(s).
12
6.7 Each Participant's PO will promptly advise the other Participant's PO of any
schedule delay or other performance problems of any contractor in connection with a
contract placed by its Contracting Agency pursuant to a PA.
6.8 Normal contract administrative services support will be provided in accordance
with applicable bilateral arrangements between the Participants concerned. Should
price or cost investigation services be required, such services will be obtained through
the responsible national authorities of the Participant within whose territory the
performing contractor or sub-contractor is located, consistent with any wasting
arrangements between the Participants in that regard.
6.9 No requirement will be imposed by a Participant for work sharing or other
industrial or commercial compensation in connection with this MOU and any PA that is
not in accordance with this MOU.
13
SECTION VII
PROJECT EQUIPMENT
7.1 For the purpose of carrying out a PA, each Participant may loan without charge
to the other Participant(s) such Project Equipment identified in the PA as being
necessary for the corresponding Project. While such loans will be based on the
principle of reciprocity, exact item for item exchanges are not required.
7.2 Project Equipment loaned will be used by the receiving Participant(s) only for the
purposes of that Project. Project Equipment will remain the property of the providing
Participant. In addition, the receiving Participant(s) will maintain Project Equipment in
good order, repair, and operable condition and will return it in operable condition and in
as good condition as received, normal wear and tear excepted, unless the providing
Participant has approved in the PA the expenditure or consumption of Project
Equipment as necessary for the purposes of the PA. Such expenditure or consumption
will be without reimbursement to the providing Participant. However, the receiving
Participant(s) will bear the cost of any damage to (other than normal wear and tear) or
loss of Project Equipment loaned to it that is not approved for expenditure or
consumption. In no event will such cost exceed replacement cost less an amount
determined to represent reasonable wear and tear.
7.3 A PA will provide specific details of any loan of Project Equipment. Project
Equipment identified at the time of PA signature will be detailed in the PA as set out in
Annex A. Project Equipment which cannot be identified at the time of PA signature will
be documented in a list to be developed and maintained by the POs in the format at
Annex A. Approval for all loans will be in accordance with national procedures.
7.4 The Participants will make every effort to ensure that the Project Equipment is
furnished in a serviceable and usable condition according to its intended purpose.
However, the providing Participant makes no warranty or guarantee of fitness of the
Project Equipment for a particular purpose or use, and make no commitment to alter,
improve, or adapt the Project Equipment or any part thereof.
7.5 The providing Participant will transfer the Project Equipment for the loan period
indicated in the PA, unless extended by written amendment, provided that the duration
may not exceed the effective period of the PA
7.6 The providing Participant, at its expense, will deliver the Project Equipment to
the receiving Participant(s) at the location(s) mutually approved by the POs.
Responsibility for Project Equipment will pass from the providing Participant to the
receiving Participant(s) at time of receipt. Any further transportation is the
responsibility of the receiving Participant(s).
7.7 The providing Participants will furnish the receiving Participant(s) such
information as is necessary to enable the Project Equipment to be used.
14
7.13. Disposal of jointly acquired Project Equipment may include a transfer of the
interest of the Participants in such Project Equipment to one Participant, or the sale of
such Project Equipment to a Third Party in accordance with Section XII (Third Party
Sales and Transfers and Alternate Uses). The Participants will share the consideration
from jointly acquired Project Equipment transferred or sold to a Third Party in the same
ratio as costs are shared under this MOU and the PA.
7.8 The receiving Participant(s) will inspect and inventory the Project Equipment
upon receipt. The receiving Participant(s) will also inspect and inventory the Project
Equipment prior to its return (unless the Project Equipment is to be expended or
consumed.)
7.9 Upon expiration or termination of the loan period specified in the PA (taking into
account any extension), the receiving Participant(s) will return Project Equipment at its
expense to the providing Participant at the location mutually approved by the POs. Any
further transportation is the responsibility of the providing Participant.
7.10 The receiving Participant(s) will provide written notice of consumption or
expenditure of Project Equipment. In the event the intended consumption or
expenditure does not occur, the receiving Participant(s) will, unless otherwise
determined by the providing Participant, return the Project Equipment to the providing
Participant to the location mutually approved by the POs. Any further transportation is
the responsibility of the providing Participant.
7.11 The Participants will ensure, by all reasonable means, the protection of intellectual property
rights in Project Equipment.
7.12 Any Project Equipment which is jointly acquired on behalf of all the Participants
for use under this MOU and any PA will be disposed of as mutually approved by the
appropriate Participants during the applicable Project or when the Project ends as
decided by the SC. If no SC has been appointed, this decision will be jointly taken by
the POs.
15
SECTION VIII
DISCLOSURE AND USE OF PROJECT INFORMATION
8.1 General
8.1.1 The Participants recognize that successful collaboration depends on full
and prompt exchange of information necessary to carry out each PA and the use
of its results. The nature and amount of Project Information to be acquired will
be in accordance with Section II (Objective), Section VI (Contractual
Arrangements) and the PM to this MOU. Subject to the intellectual property
rights the Participants are accorded under this MOU, title to Project Foreground
Information generated by a Participant or its contractor will reside in that
Participant and/or its contractors, in accordance with that Participants national
laws, regulations and policies.
8.2 Project Foreground Information
8.2.1 Disclosure: Project Foreground Information will be made available to
each Participant without charge.
8.2.2 Use: Each Participant may use or have used Project Foreground
Information without charge only for its Defense Purposes; use for any other
purpose will be subject to the prior written consent of the other Participants. The
sale or other transfer of Project Foreground Information is subject to the
provisions of Section XII (Third Party Sales and Transfers and Alternative Uses)
of this MOU. The Participants will acquire the legal rights to use Project
Foreground Information generated by Contractors in any Third Party sale or transfer.
8.3 Project Background Information
8.3.1 Disclosure: Each Participant, upon request, will disclose to the other
Participants for the purposes of a PA, any relevant Project Background
Information provided that:
8.3.1.1 Such Project Background Information is necessary to or
useful in the PA. The Participant in possession of the information will
determine whether it is "necessary to" or "useful in" the PA.
8.3.1.2 Such Project Background Information may be made
available without incurring liability to holders of proprietary rights.
8.3.1.3 Disclosure is consistent with national disclosure policies and
regulations of the furnishing Participant.
I6
8.3.2 Use: A Participant may use or have used, without charge, Project
Background Information disclosed by the other Participants only for the
purposes of a PA. Where the use of Project Background Information is
necessary to enable the use of Project Foreground Information, such Project
Background Information may be used for Defense Purposes, unless the
provisions of the relevant PA limit such use of the Project Background
Information. Any use of Project Background Information other than as provided
for in this paragraph will be subject to the prior written consent of the furnishing
Participant.
8.4 Project Information subject to proprietary rights:
8.4.1 All unclassified Project Information subject to proprietary rights will be
identified, marked and handled as Controlled Unclassified Information.
All classified Project Information subject to proprietary rights will be so identified
and marked.
8.4.2 The provisions of the NATO Agreement on the Communication of
Technical Information for Defence Purposes of 19 October 1970, and its
Implementing Procedures of 1 January 1971, will apply to this MOU.
8.5 Patents:
8.5.1 Each Participant will include in its Contracts a provision governing the
disposition of rights in regard to Project Inventions and patent rights relating
thereto, which either;
8.5.1.1 Provides that the Participant will hold title to all Project
Inventions together with the right to make patent application for the same,
free of encumbrance from the Contractor, or
8.5.1.1.1 Provides that the Contractor will hold title (or may
elect to retain title) for Project inventions together with the right to
make patent applications for the same, while securing for the
Participant a license for the Project Inventions, and any patents
therefore, on terms in compliance with the provisions of paragraph
8.5.1.2 below.
8.5.1.2 In the event that a Contractor holds title (or elects to retain
title) for a Project Invention, the Contracting Participant will secure for the
Participants non-exclusive, irrevocable, royalty-free licenses under all
patents secured for that invention, to practice or have practiced the
patented Project Invention for Defense Purposes throughout the world.
8.5.1.3 The provisions of sub-paragraphs 8.5.1.4 trough 8.5.1.7
below will apply in regard to patent rights for all Project Inventions made
by any Participants' military or civilian employees, including those within
Government-owned facilities, and for all Project Inventions made by
17
Contractors for which the Contracting Participant holds title or is entitled
to acquire title.
8.5.1.4 Where a Participant has or can secure the right to file a
patent application with regard to a Project Invention, that Participant will
consult the other Participants regarding the filing of such patent
application. The Participant having such rights will in other countries, file,
cause to be filed, or provide the other Participants with the opportunity to
file on behalf of the Participant holding such rights, or its contractors, as
appropriate, patent applications covering any such Project Invention. If a
Participant having filed or caused to be filed a patent application decides
to stop prosecution of the application, that Participant will notify the other
Participants of that decision and permit the other Participants to continue
the prosecution.
8.5.1.5 Each Participant will be furnished with copies of patent
applications filed and patents granted with regard to Project Inventions.
8.5.1.6 Each Participant will grant to the other Participants a non-
exclusive, irrevocable, royalty-free license under its patents for Project
Inventions, to practice or have practiced the patent Project Invention for
Defence Purposes throughout the world.
8.5.1.7 Patent applications which contain Classified Information, to
be filed under this TTRDP 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 Defence
and for which Applications for Patents Have Been Made, signed on 21
September 1960, and its Implementing Procedures.
18
SECTION IX
CONTROLLED UNCLASSIFIED INFORMATION
9.1 Except as otherwise provided in this MOU or authorized in writing by the
originating Participant, Controlled Unclassified Information provided or generated
pursuant to this MOU will be controlled as follows:
9.1.1 Such information will be used only for the purposes authorized for use of
Project Information as specified in Section VIII (Disclosure and Use of Project
Information).
9.1.2 Access to such information will be limited to personnel whose access is
necessary for the permitted use under subparagraph 9.1.1 above, and will be
subject to the provisions of Section XII (Third Party Sales and Transfers and
Alternative Uses).
9.1.3 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 9.1.2. above, unless the originating Participant consents to such
disclosure. In the event of unauthorized disclosure, or if it becomes probable
that the information may have to be further disclosed under any legislative
provision, immediate notification will be given to the originating Participant.
9.2 To assist in providing the appropriate controls, the originating Participant will
ensure that Controlled Unclassified Information is appropriately marked. The POs will
decide, in advance and in writing, on markings to be placed on the Controlled
Unclassified Information. The originating Participant will mark Controlled Unclassified
Information provided to the other Participants with a legend indicating the country of
origin, the conditions of release and the fact that it relates to this MOU and that it is
supplied "in confidence" or the equivalent marking.
9.3 Controlled Unclassified Information provided or generated pursuant to this MOU
will be handled in a manner that ensures Control as provided for in paragraph 9.1.
9.4 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.
19
SECTION X
VISITS TO ESTABLISHMENTS
10.1 Each Participant will permit visits to its Government establishments, agencies
and laboratories, and Contractor industrial facilities by employees of the other
Participants or by employees of the other Participants' Contractor(s), provided that the
visit is authorized by the respective Participant and the employees have appropriate
security clearances and a need-to-know.
10.2 All visiting personnel will be required to comply with security regulations of the
host Participant. Any information disclosed or made available to visitors will be treated
as if supplied to the Participant sponsoring the visiting personnel, and will be subject to
the provisions of this MOU.
10.3 Requests for visits by personnel of one Participant to a facility of the other
Participant will be coordinated through official channels, and will conform with the
established visit procedures of the host country. Requests for visits will cite this MOU
and the appropriate PA as the basis for the request.
10.4 Lists of personnel of the Participants required to visit, on a continuing basis,
facilities of the other Participants will be submitted through official channels in
accordance with agreed recurring international visit procedures.
20
SECTION XI
SECURITY
11.1 All Classified Information or material provided or generated pursuant to this
MOU and its PAs will be stored, handled, transmitted, and safeguarded in accordance
with the Participants' national security laws and regulations to the extent that they
provide a degree of protection no less stringent than that provided for NATO classified
information as detailed in the document CM(55) 15 (Final), "Security Within the North
Atlantic Treaty Organization," dated 10 October 1990 and subsequent amendments.
11.2 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 Classified 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 and the applicable PA.
11.3 Each Participant will take all lawful steps available to it to ensure that Classified
Information provided or generated pursuant to this MOU and any of its PAs is protected
from further disclosure, except as permitted by paragraph 11.8 below, unless the
respective Participant consents to such disclosure. Accordingly, each Participant will
ensure that:
11.3.1 The recipient will not release the Classified Information to any
government, national, organization, or other entity of a Third Party without the
prior written consent of the respective Participant in accordance with the
procedures detailed in Section XII (Third Party Sales and Transfers and
Alternative Uses);
11.3.2 The recipient will not use the Classified Information for other than
the purposes provided for in this MOU; and
11.3.3 The recipient will comply with any distribution and access
restrictions on information that is provided under the MOU.
11.3.4 The Participants 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 and any of its PAs has been lost or
disclosed to unauthorized persons. Each Participant also will promptly and fully
inform the other Participants of the details of any such occurrences, and of the
final results of the investigation and of the corrective action taken to preclude
recurrences.
11.4 When a PA contains provisions for the exchange of Classified Information, the
POs will prepare a Project Security Instruction and a Classification Guide for each PA
involving the transfer of Classified Information or material. The Project Security
Instruction and the Classification Guide will describe the methods by which Project
Information and material will be classified, marked, used, transmitted, and safeguarded.
21
The appropriate Instruction and Guide will be developed by the POs within three
months after the PA enters into effect. They will be reviewed and forwarded to the
appropriate DSAs and will be applicable to all government and Contractor personnel
participating in the Project Each Classification Guide will be subject to regular review
and revision with the aim of downgrading the classification whenever this is
appropriate. The Project Security Instruction and the Classification Guide will be
approved by the appropriate DSAs prior to the transfer of any Classified or Controlled
Unclassified Information.
11.5 The DSA of the country in which a classified contract is awarded pursuant to this
MOU will assume responsibility for administering within its territory security measures
for the protection of the Classified Information, in accordance with its laws and
regulations. Prior to the release to a Contractor, prospective Contractor, or
subcontractor of any Classified Information received under this MOU, the DSAs will:
11.5.1 Ensure that such Contractor, prospective Contractor, or
subcontractors and their facilities have the capability to protect the Classified
Information adequately.
11.5.2 Grant a security clearance to the facilities, if appropriate.
11.5.3 Grant a security clearance for all personnel whose duties require
access to Classified Information, if appropriate.
11.5.4 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.
11.5.5 Carry out periodic security inspections of cleared facilities to
ensure that the Classified Information is properly protected.
11.5.6 Ensure that access to the Classified Information is limited to those
persons who have a need-to-know for purposes of the MOU.
11.6 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 and any
of its PAs 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 respective Participant will be consulted for approval prior to
permitting such access.

22
11.7 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 and any of its PAs. These officials will
be responsible for limiting access to Classified Information or material involved in this
MOU and any of its PAs to those persons who have been properly approved for access
and have a need-to-know.
11.8 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 this MOU and any of its PAs.
11.9 Information or material provided or generated pursuant to this MOU and any of
its PAs may be classified as high as SECRET, unless a PA specifically authorizes a
higher classification. The existence of this MOU is Unclassified and the contents are
Unclassified. The classification of a specific PA and its content will be stated in the PA.
23
SECTION XII
THIRD PARTY SALES AND TRANSFERS AND ALTERNATIVE USES
12.1 Each Participant will retain the right to sell, transfer title to, disclose, or transfer
possession of Project Foreground Information only if:
12.1.1 it is generated solely by either that Participant or that Participant's
Contractors in the performance of that Participant's work allocation under a PA
or Section III (Scope of Work); and
12.1.2 it does not include any Program Foreground Information or
Program Background Information of the other Participants and whose
generation, test or evaluation has not relied on the use of Program Equipment of
the other Participants.
12.2 In the event questions arise whether the Project Foreground Information (or any
item produced either wholly or in part from the Project Foreground information) that a
Participant intends to sell, transfer title to, disclose, or transfer possession of to a Third
Party is within the scope of 12.1.1. above, the matter will be brought to the immediate
attention of the other Participants' POs. The Participants will resolve the matter prior to
any sale or other transfer of such Project Foreground Information (or any item produced
either wholly or in part from the Project Foreground Information) to a Third Party.
12.3 Except to the extent permitted in paragraph 12.1 above, the Participant(s) will
not sell, transfer title to, disclose, or transfer possession of Project Foreground
Information to any Third Party without the prior written consent of the other
Participant(s). Furthermore, a Participant will not permit any such sale, disclosure, or
transfer, including by the owner of the item, without the prior written consent of the
other respective Participant(s). Such consent will not be given unless the government
of the intended recipient agrees in writing with the other Participants that it will;
12.3.1 not retransfer, or permit the further retransfer of, any equipment or
information provided; and
12.3.2 use, or permit the use of, the equipment or information provided
only for the purposes specified by the other Participants.
12.4 A Participant will not sell, transfer title to, disclose, or transfer possession of
Project Equipment or Project Background Information provided by another 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 method and conditions for
implementing such transfers.
24
12.5 Consent for Third Party sales and transfers of Project Foreground information
will not be withheld except for reasons of foreign policy, national security, or national
laws. No Participant will refuse approval of a sale or transfer to a Third Party when it
would be willing to sell or transfer such information to the same Third Party.
25
SECTION XIII
LIABILITY AND CLAIMS.
13.1 Claims against any Participant or their personnel will be dealt with in accordance
with the terms of Article VIII of the NATO Status of Forces Agreement (NATO SOFA),
dated 19 June 1951. Civilian employees of the Participants assigned to duty within
their government's Defense Department or Ministry will be deemed for the purpose of
Article VIII of the NATO SOFA to be members of a civilian component within the
meaning of Article I of the NATO SOFA while present in the territory of another
Participant for the purposes of this MOU and its PAs. However, claims for loss or
damage to Project Equipment loaned under Section VII (Project Equipment) and PAs
will be dealt with in accordance with Section VII, paragraph 7.2.
13.2 Claims arising under or related to any contract awarded pursuant to Article VI
(Contractual Arrangements) will be resolved in accordance with the provisions of the
contract.
13.3 Employees and agents of Contractors will not be considered to be civilian
personnel employed by a Participant for the purpose of paragraph 13.1.
13.4 In case of damage to or by jointly acquired Project Equipment under a PA, where
the cost of making good such damage is not recoverable from other persons, such cost
will be borne by the Participants according to the cost sharing arrangements in that PA.
26
SECTION XIV
CUSTOMS DUTIES. TAXES AND SIMILAR CHARGES
14.1 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 carded out under each PA.
14.2 Each Participant will use its best efforts to ensure that customs duties, import
and export taxes, and similar charges are waived or otherwise administered in a
manner favorable to the efficient and economical conduct of the work. If any such
duties, taxes, or similar charges are levied, the Participant in whose country they are
levied will bear such costs.
27
SECTION XV
SETTLEMENT OF DISPUTES
15.1 All activities of the Participants under this MOU and its PAs will be carried out in
accordance with their national laws. Disputes arising under or relating to this MOU or
its PAs will be resolved only by consultation between the Participants and will not be
referred to an individual, any national or international tribunal, or to any other forum for
settlement.
15.2 In the event of a conflict between the provisions of this MOU and any PA, this
MOU will take precedence.
28
SECTION XVI
AMENDMENT. TERMINATION. ENTRY INTO EFFECT AND DURATION
Amendment
16.1. This MOU may be amended only by the written approval of the Participants. Any
of the PAs under this MOU may be amended only by the written approval of the
Participants' TTRDP Executive Agents.
Termination
16.2. This MOU and any of its PM may be terminated at any time upon the written
approval of the Participants. In the event the Participants decide to terminate this MOU
or any PA, the Participants will consult prior to the date of termination to ensure
termination on the most economical and equitable terms.
16.3. In the event that the MOU or any of its PM is terminated the following will apply:
16.3.1 the terminating Participant will continue participation, financial or
otherwise, up to the effective date of termination of its participation;
16.3.2 each Participant will pay any costs it incurs as a result of
termination, with the exception of costs related to a contract which will be shared
in accordance with the cost sharing arrangements in the PA;
16.3.3 all Project Information and rights therein received under the
provisions of this MOU and any of its PM prior to the termination of participation
will be retained by the terminating Participant, subject to the provisions of this
MOU;
16.3.4 each Participant will make available to the other Participants all
Project Foreground Information generated and delivered to it prior to termination
of participation, and which has not been provided to the other Participants prior
to the termination of participation; and
16.3.5 if requested by the other Participants, the terminating Participant
may continue to administer Project contract(s), which it awarded on behalf of all
the Participants, on a reimbursable basis.
29
Withdrawal
16.4. A Participant may withdraw from any PA established under this MOU upon 90
days written notice to the other Participants. Such notice will be the subject of
immediate consultation by the other Participants to decide whether to proceed on a
changed or reduced basis. In the event of such a withdrawal, the following will apply:
16.4.1 the withdrawing Participant will continue participation, financial or
otherwise, up to effective date of its withdrawal;
16.4.2 each Participant will pay the costs it incurs as a result of
withdrawal, with the exception of costs related to a contract which will be shared
in accordance with the cost sharing arrangements in the PA;
16.4.3 all Project Information and rights therein received under the
provisions of this MOU and any of its PAs prior to the withdrawal of a Participant
will be retained by the withdrawing Participant subject to the provisions of this
MOU;
16.4.4 the remaining Participants will make available to the withdrawing
Participant their Project Foreground Information generated and delivered under
the PA from which the withdrawing Participant has withdrawn and which have
not already been provided. No further rights will accrue to the withdrawing.
Participant; and
16.4.5 if requested by the other Participants the withdrawing Participant
may continue to administer Project contracts which it awarded on behalf of all
the Participants in accordance with national laws and procedures.
16.5. The respective rights and responsibilities of the Participants regarding Section
VII (Project Equipment), Section VIII (Disclosure and Use of Project Information),
Section IX (Controlled Unclassified Information), Section XI (Security), Section XII
(Third Party Sales and Transfers and Alternative Uses), Section XIII (Liability), and
Section XV (Settlement of Disputes) will continue notwithstanding termination,
expiration or withdrawal from this MOU or any of its PAs.
16.6. This TTRDP MOU, which consists of the Introduction, sixteen (16) Sections and
one Annex, will enter into effect upon signature by all Participants, and unless
terminated or extended, will remain in effect for 25 years. PAs will enter into effect
upon signature by the Participants. All PAs will automatically terminate upon the
termination or expiration of this MOU.
30
Signature
Delores M. Etter
Name
Deputy Under Secretary of Defense
(Science & Technology)
Title
3 November 1998
Date
The foregoing represents the understanding reached between the Department of
National Defence of Canada, the Secretary of State for Defence of the United Kingdom
of Great Britain and Northern Ireland, and the Secretary of Defense on behalf of the
Department of Defense of the United States of America.
SIGNED in triplicate.
FOR THE DEPARTMENT OF
NATIONAL DEFENCE OF CANADA:
FOR THE SECRETARY OF STATE
FOR DEFENCE OF THE UNITED
KINGDOM OF GREAT BRITAIN
AND NORTHERN IRELAND:
Chief Research and Development
Title
Signature Name
Deputy Under Secretary
(Science & Technology)
Title
L.J. Leggat
Signature Name
Graham H.B. Jordan
3 November 1998 3 November 1998
Date
FOR THE DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA
Date
31
ANNEX A TO THE
CA-UK-US TRILATERAL TECHNOLOGY RESEARCH AND DEVELOPMENT PROJECTS
MEMORANDUM OF UNDERSTANDING
DATED MM/DD/YR
**SAMPLE PROJECT ARRANGEMENT**
(Insert title of Project)
PROJECT ARRANGEMENT NO .
PURSUANT TO THE
CA-UK-US TRILATERAL TECHNOLOGY RESEARCH AND DEVELOPMENT
PROJECTS (TTRDP MOU)
AMONG
THE DEPARTMENT OF NATIONAL DEFENCE OF CANADA
AND THE
SECRETARY OF STATE FOR DEFENCE
OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND
AND THE
THE DEPARTMENT OF DEFENSE OF THE UNITED STATES OF AMERICA
DATED XXXXXX 98
Project Arrangement Numbers will be structured as follows:
CA-UK-US-XX-NN-nnnn where XX is a U.S. Military Service or Defense Agency
designator such as A for Army, D for Department of Defense, N for Navy, AF for Air
Force; NN is the calendar year, and nnnn is a sequential number.
32
TABLE OF CONTENTS PAGE
SECTION
I INTRODUCTION
II DEFINITION OF TERMS AND ABBREVIATIONS
Ill OBJECTIVES
IV SCOPE OF WORK
V SHARING OF TASKS
VI BREAK DOWN AND SCHEDULE OF TASKS
VII MANAGEMENT
VIII FINANCIAL ARRANGEMENTS
IX SPECIAL ARRANGEMENTS
X LEVEL OF CLASSIFICATION
XI PRINCIPAL ORGANIZATIONS INVOLVED
XII LOAN OF PROJECT EQUIPMENT
XIII ENTRY INTO EFFECT, DURATION AND TERMINATION
33
Note: Number paragraphs sequentially, i.e., 1.1, 1.2, etc.
SECTION I
INTRODUCTION
This Project Arrangement (PA) is entered into pursuant to the Memorandum of
Understanding among the Department of National Defence of Canada, the Secretary of
State for Defence of the United Kingdom of Great Britain and Northern Ireland and the
Department of Defense of the United States of America, the conceming Technology
Research and Development Projects of mm/dd/yy, the provisions of which are hereby
incorporated by reference.
SECTION II
DEFINITION OF TERMS AND ABBREVIATIONS
(Define only those terms used in this PA that have not been defined in the MOU.)
SECTION III
OBJECTIVES
The objectives of this Project are:
a. the development of
b. the improvement of
c. the investigation of
SECTION IV
SCOPE OF WORK
The following work will be carried out under this PA
a. Research
34
b. Develop
c. Evaluate
d. Design, fabricate and test
SECTION V
SHARING OF TASKS
The sharing of tasks will be as follows:
a. CA will
b. The UK will
c. The US will
d. The Participants will jointly
SECTION VI
BREAK DOWN AND SCHEDULE OF TASKS
(OPTIONAL)
(When the tasks covered under this Project may be performed using multiple phases,
requiring milestones or decision points)
The Project will proceed according to the following phases and schedule:
Phase I Start End.
Description of Phase 1 MM/YY MM/YY
(Milestone 1)(e.g. Transmittal of Feasibility Report)
Phase 2 Start End
Description of Phase 2 MM/YY MM/YY
(Milestone 2) (e.g. Decision to proceed to Phase 3)
35
• Phase 3 Start End
Description of Phase 3 MKNYY MM/YY
(Milestone 3) (e.g. Evaluation, analysis of results)
(Add as many phases as necessary)
The final report must be transmitted to the TTRDP/EAs six months before the
termination date for this PA.
SECTION VII
MANAGEMENT
(It is anticipated that most Projects will not need the establishment of a Steering
Committee; however, for such instances where a SC is deemed to be required, the
following provides for the designation of SC members)
The following, or equivalent in the event of reorganization, are designated as
Steering Committee Representatives:
CA Co-Chair-person
Title/Position
Organization
Address
UK Co-Chair-person
Title/Position
Organization
Address
US Co-Chair-person
Title/Position
Organization
Address
36
2. The following, or equivalent in the event of reorganization, are designated as
Project Officers:
CA PO
Title/Position
Organization
Address
UK PO
Title/Position
Organization
Address
US PO
Title/Position
Organization
Address
3. Particular Management Procedures:
(Mention only those additional management responsibilities not covered under Section
IV of the TTRDP MOU)
37
SECTION VIII
FINANCIAL ARRANGEMENTS
The Participants estimate that the cost of performance of the work under this PA will
not exceed $
The CA tasks will not cost more than X CA$:
-- The UK tasks will not cost more than Y UK L:
The US tasks will not cost more than Z US$:
Cooperative efforts of the Participants over and above the jointly determined
tasks detailed in the SCOPE OF WORK and SHARING OF TASKS and FINANCIAL
ARRANGEMENTS Sections will be subject to amendment to this PA or signature of a
new PA.
SECTION IX
SPECIAL ARRANGEMENTS
(Optional — include any special contractual, intellectual property rights or other
provisions relevant to the specific PA)
SECTION X
LEVEL OF CLASSIFICATION
Only one of the three following possibilities mustbe selected:
a. No Classified Information will be exchanged under this PA;
b. The highest level of Classified Information which may be
exchanged under this PA is Confidential.
c. The highest level of Classified Information which may be exchanged under this
PA is Secret.
The existence of this PA is (unclassified)* and, the contents are (unclassified)*.
*Revise where appropriate.
38
SECTION XI
PRINCIPAL ORGANIZATIONS INVOLVED
(List the government laboratories, research centers, etc. for the CA, UK and the
US including full postal address.)
SECTION XII
LOAN OF PROJECT EQUIPMENT
(OPTIONAL)
1. The loan of the following Project Equipment is necessary for executing this PA.
Providing Receiving Qty Description Part/ Consumables/ Approx Loan
Participant(s) Participant(s) Stock # Non- Value Period
Consumables
(fill in as appropriate)
Alternate Paragraph 1:
1. Project Equipment to be loaned will be listed in a supplement to this PA in the
following format.
Providing Receiving Qty Description Part/ Consumables/ Approx Loan
Participant(s) Participant(s) Stock # Non- Value Period
Consumables
The supplement will be prepared by the POs for signature by the SC or TTRDP/EA if
no SC, after appropriate national approvals have been obtained. The supplement will
be an integral part of this PA.
2. The providing Participant will loan the Project Equipment for the loan perioid
identified in paragraph 1 above. Or [which is intended to be consumed/expended and
not returned to the providing Participant.] **
**If Alternate Paragraph 1 is used, change Paragraph 2 as follows: The providing
Participant will loan the Project Equipment for the loan period identified in the
supplement.
39
SECTION XIII
ENTRY INTO EFFECT. DURATION AND TERMINATION
This PA, a
Project under the TTRDP Memorandum of Understanding between the Department of
National Defence of Canada, the Secretary of State for Defence of the United Kingdom
of Great Britain and Northern Ireland and the Department of Defense of the United
States of America, will enter into effect upon its signature, and will remain in effect for
years unless terminated by the Participants. It maybe extended by written .
consent of the TTRDP MOU Executive Agents (EA):
For Canada For United Kingdom
Signature Signature
Name Name
Title Title
Date Date
For the United States:
Signature
Name
Title
Date
40



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