TREATIES AND OTHER INTERNATIONAL ACTS SERIES 12893
Memorandum of Understanding
UNITED STATES OF AMERICA
Signed at Buenos Aires October 16, 1997
NOTE BY THE DEPARTMENT OF STATE
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Memorandum of understanding signed at Buenos Aires October 16, 1997;
Entered into force October 16, 1997.
Memorandum of Understanding
National Aeronautics and Space Administration
of the United States of America
National Commission on Space Activities of the Argentine Republic
Flight of the SAC-A Mission on the Shuttle
The United States National Aeronautics and Space Administration (hereinafter referred to as NASA)
The Argentine National Commission on Space Activities (hereinafter referred to as CONAE)
DESIRING to extend the cooperation developed between NASA and CONAE,
DESIRING to build on the relationship established through collaboration on the Satelite de Aplicaciones Cientificas - B mission and in other areas,
CONSIDERING that cooperation on the Satelite de Aplicaciones Cientificas - A mission will enhance the scientific value of the mission and provide mutual benefits,
HAVE AGREED as follows:
Article 1 - Objectives
1. The objective of this Memorandum of Understanding (MOU) is to define the ways by which the cooperation between NASA and CONAE (hereinafter referred to as the Parties) will be conducted on the Satelite de Aplicaciones Cientificas - A (hereinafter referred to as SAC-A) project, which is described in Article 2 below.
2. The MOU provides for cooperation between NASA and CONAE in achieving the successful completion of the SAC-A mission. It also describes programmatic, technical, and operational interfaces which are necessary to ensure continuity of and compatibility between the respective activities; the roles and responsibilities of the Parties; and the legal and financial commitments of the Parties.
Article 2 - Mission Description
1. The SAC-A spacecraft is a small satellite dedicated to testing several new space technologies for the Argentine and U.S. space programs. These technologies may be utilized on the follow-on SAC-C and SAC-D satellites. A differential global positioning system (DGPS) will provide real-time autonomous attitude measurements for the satellite, ultimately simplifying the amount of ground processing required to control an orbiting satellite. A linear charged coupling device (CCD) camera will be used to perform digital space photography. SAC-A will also conduct a performance test of silicon solar cells built in Argentina. Scalar measurements of the Earth's magnetic field will be made with a
magnetometer. Finally, SAC-A will test an experiment that will enable the tracking of endangered whale population migrations in the southern hemisphere.
2. SAC-A will be launched as a Hitchhiker payload from the Space Shuttle cargo bay on the STS-88 mission, which is presently scheduled for launch in July 1998.
Article 3 - Responsibilities of the Parties
1. NASA, for its part, will carry out the following responsibilities:
a.. Provide Space Shuttle launch services to launch the SAC-A spacecraft as a secondary payload, and inject it into a near-circular orbit at an inclination between 28 and 57 degrees, making all reasonable efforts to meet the desired orbital altitude of 190 nautical miles or greater, and understanding that the minimum acceptable altitude is 160 nautical miles;
b. Support the integration of the Argentine-provided DGPS with the SAC-A spacecraft, including the associated test and calibration activities;
c. Support the implementation of the SAC-A spacecraft within a Hitchhiker Ejectible Canister, as outlined in items d through m below;
d. Develop, with CONAE, SAC-A system requirements in a JPIP, addressing issues including, but not limited to, SAC-A system requirements, programmatic requirements and procedures, program implementation schedule and the specific responsibilities of the respective offices involved in this mission; also develop, with CONAE, any other documentation that may be necessary;
e. Support system and element development, as defined in the JPIP, to ensure compatibility between the CONAE-provided elements and the Shuttle and other NASA-provided elements;
f. Provide applicable Space Shuttle program information, systems requirements information, and technical interface information necessary to support pre-launch testing, Hitchhiker carrier integration, Space Shuttle integration, ground/on-orbit operations and post flight analysis;
g. Define the safety criteria for the SAC-A program and define the tasks necessary to assure compliance with Space Shuttle safety requirements;
h. Conduct flight readiness reviews, and review and validate CONAE's flight-readiness certification of the SAC-A;
i. Support the development of requirements for overall system-level testing, the planning and performance of system-level tests, the evaluation of results, and certification of flight readiness;
j. Integrate the spacecraft with the Hitchhiker and perform necessary tests and checkouts prior to launch;
k. Provide ground support equipment and qualified personnel to support integration, test, launch, and operations as described in the SAC-A JPIP;
1. Provide technical advice and such additional equipment and documentation as may be agreed to in the SAC-A JPIP;
m. Provide, as available, ground station coverage during spacecraft deployment from the Shuttle, and on an emergency basis thereafter, as mutually agreed;
n. Coordinate selection of NASA-designated investigations with CONAE;
o. Make available SAC-A data to NASA-designated investigators in a form suitable for scientific analysis, as agreed to in the JPIP;
p. Support the NASA-designated investigators in analyzing SAC-A data and publishing their findings;
q. Support periodic workshops and meetings for planning SAC-A activities; and
r. Inform CONAE promptly of any technical or programmatic problems which may affect SAC-A schedules, cost, or performance.
2. CONAE, for its part, will carry out the following responsibilities:
a. Design, fabricate, test, calibrate, prepare for integration and deliver to the NASA Goddard Space Flight Center (GSFC) the complete SAC-A satellite suitable for deployment from the Shuttle cargo bay as a Hitchhiker payload;
b. Provide the technical data and products necessary to carry out CONAE's responsibilities defined herein;
c. Design, fabricate, test, calibrate, and integrate the CCD camera, silicon solar cells, magnetometer, and tracking experiment into the SAC-A;
d. Acquire, per a separate existing reimbursable agreement with NASA, the DGPS, and test and integrate it with the SAC-A spacecraft;
e. Develop, with NASA GSFC, SAC-A system requirements in the JPIP, addressing issues including, but not limited to, SAC-A system requirements, management requirements and procedures, program implementation schedule and the specific responsibilities of the respective offices involved in this mission; also develop, with NASA, any other documentation that may be necessary;
f Provide system engineering; develop jointly with NASA an overall system specification document and an overall interface control document, addressing all interfaces, including payload, ground system, instrument and launch interfaces to the Hitchhiker carrier;
g. Provide and certify the data necessary for NASA to validate CONAE's flight-readiness certification of the SAC-A and participate in the NASA-conducted Flight Readiness Reviews and Safety Reviews;
h. Provide assistance for the testing, integration and checkout, as required, of the SAC-A integrated Hitchhiker carrier;
i. Provide NASA with all mission requirements, data, and constraints necessary for NASA to provide launch services and satisfy NASA requirements, e.g., Shuttle payload safety requirements;
j. Provide ground support equipment and qualified personnel to support the handling and testing of SAC-A prior to and during its integration with the launch vehicle, as mutually agreed;
k. Perform checkout, as mutually agreed, of the SAC-A spacecraft during the launch operations phase;
I. Conduct SAC-A mission operations and provide for routine tracking and data acquisition services during the operational lifetime, as described in the SAC-A JPIP;
m. Process the data from the CCD camera, the magnetometer, the silicon solar cells, the DGPS, and the whale tracking experiment, reduce and distribute them in a timely manner to NASA in an agreed format and within the timeline specified in Article 7;
n. Coordinate selection of CONAE-designated investigations with NASA;
o. Support the CONAE-designated investigators in analyzing SAC-A data and publishing their findings;
p. Support periodic workshops and meetings for planning SAC-A activities; and
q. Inform NASA promptly of any technical or programmatic problems which may affect overall SAC-A schedules or performance.
Article 4 - Management
Each of the Parties will designate a SAC-A Project Manager who will be responsible for the overall management and implementation of the SAC-A Project. The Project Managers will also be responsible for jointly creating the SAC-A JPIP under which the detailed activities outlined in this MOU will be implemented. Each of the Parties will also designate a Program Scientist, who will coordinate scientific cooperation under the SAC-A project.
Article 5 - Meetings and Reviews
NASA and CONAE will participate in joint reviews to be held throughout the duration of the project including, but not limited to, status reviews, critical design reviews and pre-ship reviews, as agreed by the Project Managers; timing of reviews will be specified in the JPIP.
Article 6 - Settlement of Disputes
The NASA and CONAE Project Managers will attempt to resolve all issues arising from the implementation of this cooperative program. If they were unable to come to agreement, then the issue would be appealed to the NASA Associate Administrator for Space Science and the CONAE Science Director, for joint resolution. Pending resolution of appeals, NASA and/or CONAE will continue work on the development of their respective program elements.
Article 7 - Science Data Rights
1. The Parties will have a period not to exceed one year from acquisition of the data resulting from the SAC-A mission experiments to perform verification and calibration and develop suitable data sets. Thereafter, the data sets will be deposited in one or more designated archives for general release to users consistent with the data policies of the Parties.
2. The results of the SAC-A mission experiments will, in addition, be made available to the scientific research community through the publications of the investigators in appropriate journals or other established channels. In the event the publications are copyrighted, the Parties shall have a royalty-free right under the copyright to reproduce and use such copyrighted work for their own purposes.
Article 8 - Technical Data Rights
Each Party is obligated to transfer to the other Party only those technical data and goods necessary to fulfill its responsibilities under this MOU, subject to the following:
1. Interface, integration, and safety data (excluding detailed design, manufacturing, and processing data, and associated software) will be exchanged by the Parties without restriction as to use or disclosure.
2. In the event a Party finds it necessary to transfer technical data other than that specified in paragraph 1 above, in carrying out its responsibilities under this MOU that are proprietary, and for which protection is to be maintained, such technical data will be marked with a notice indicating that it shall be used and disclosed by the receiving Party and its contractors and subcontractors only for the purposes of fulfilling the receiving Party's responsibilities under this MOU, and that the technical data shall not be disclosed or retransferred to any other entity without prior written permission of the furnishing Party. The receiving Party agrees to abide by the terms of the notice, and to protect any such marked technical data from unauthorized use and disclosure.
3. In the event a Party finds it necessary to transfer technical data and goods in carrying out its responsibilities under this MOU that are export-controlled, the furnishing Party shall mark such technical data with a notice and identify such goods. The notice or identification shall indicate that such technical data and goods shall be used, and such technical data shall be disclosed, by the receiving Party and its contractors and subcontractors only for the purposes of fulfilling the receiving Party's responsibilities under this MOU. The notice or identification shall also provide that such technical data shall not be disclosed, and such technical data and goods shall not be retransferred, to any other entity without prior written permission of the furnishing Party. The Parties agree to abide by the terms of the notice or identification and to protect any such marked technical data and identified goods.
4. The Parties are under no obligation to protect any unmarked technical data or unidentified goods. However, all technical data and goods exchanged under this MOU will be used solely for the purpose of fulfilling the Parties' obligations hereunder.
Article 9 - Patents and Inventions Rights
Nothing in this MOU shall be construed as granting or implying any rights to, or interest in, patents or inventions of the Parties or their contractors or subcontractors.
Article 10 - Funding Arrangements
1. NASA and CONAE will each bear the costs of discharging its respective responsibilities under this MOU, including travel and subsistence of its own personnel and transportation of all equipment for which it is responsible.
2. The financial obligations of NASA and CONAE under this MOU are subject to their respective funding procedures and to the availability of appropriated funds.
3. CONAE will provide the funds for the DGPS per a separate existing reimbursable agreement with NASA, as noted in Article 3, paragraph 2(d).
Article 11 - Public Information
Release of public information regarding this project may be made by the appropriate agency for its own portion of the program as desired and, insofar as the participation of the other is concerned, after suitable consultation.
Article 12 - Liability
a. The Parties hereby establish a comprehensive cross-waiver of liability between the Parties and the Parties' related entities, in the interest of encouraging participation in space exploration, exploitation, and investment. This cross-waiver of liability will be broadly construed to achieve this objective.
b. As used in this cross-waiver, the term: "Related Entity" means:
i. A contractor or subcontractor of a Party at any tier;
ii. A user or customer of a Party at any tier; or
iii. A contractor or subcontractor of a user or customer of a Party at any tier.
The term "related entity" may also include another State or an agency or institution of another State, where such State, agency or institution is an entity as described in (i) through (iii) above or is otherwise involved in the activities undertaken pursuant to this MOU.
"Contractors" and "Subcontractors" include suppliers of any kind;
2. "Damage" means:
i. Bodily injury to, or other impairment of health of, or death of, any person;
ii. Damage to, loss of, or loss of use of any property;
iii. Loss of revenue or profits; or
iv. Other direct, indirect, or consequential damage;
3. "Payload" means any property to be flown or used on or in the Space Shuttle.
4. "Protected Space Operations" means all Space Shuttle and payload activities on Earth, in outer space, or in transit between Earth and outer space done in implementation of this MOU. Protected Space Operations begin at the signature of this MOU and end when all activities necessary for implementation of this MOU are completed. It includes, but is not limited to:
i. Research, design, development, test, manufacture, assembly, integration, operation, or use of: the Space Shuttle, transfer vehicles, payloads, related support equipment and facilities and services;
ii. All activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services. "Protected Space Operations" excludes activities on Earth which are conducted on return from space to develop further a payload's product or process for use other than for Space Shuttle-related activities necessary to complete implementation of this MOU.
c. 1 Each Party agrees to a cross-waiver of liability pursuant to which each Party waives all claims against any of the entities or persons listed in c(1)(i) through c(1)(iv) below based on Damage arising out of Protected Space Operations. This cross-waiver will apply only if the person, entity, or property causing the Damage is involved in protected space operations under a NASA agreement for Space Shuttle services and the person, entity, or property damaged is damaged by virtue of its involvement in protected space operations under a NASA agreement for Space Shuttle services. The cross-waiver will apply to any claims for Damage, whatever the legal basis for such claims, including but not limited to delict and tort (including negligence of every degree and kind) and contract, against:
i. The other Party;
ii. Any party who has signed a NASA agreement that includes Space Shuttle services;
iii. A Related Entity of any party in paragraph c(1)(i) and c(1)(ii) in this Article; and
iv. The employees of any of the entities identified in c(l)(i) through c(1)(iii) above.
2. In addition, each Party will extend the cross-waiver of liability as set forth in paragraph c(1) of this Article to its own Related Entities by requiring them, by contract or otherwise, to agree to waive all claims against the entities or persons identified in c(1)(i) through c(1)(iv) above.
3. For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of liability arising from the Convention on International Liability for Damage Caused by Space Objects of March 29, 1972 (Liability Convention) where the person, entity, or property causing the Damage is involved in protected space operations under a NASA agreement for Space Shuttle services and the person, entity, or property damaged is damaged by virtue of its involvement in protected space operations under a NASA agreement for Space Shuttle services.
4. Notwithstanding the other provisions of this Article, this cross-waiver of liability will not be applicable to:
i. Claims between a Party and its own Related Entity or between its own Related Entities;
ii. Claims made by a natural person, his/her estate, survivors, or subrogees for injury or death of such natural person, except where a subrogee is one of the Parties;
iii. Claims for damage caused by willful misconduct;
iv. Intellectual property claims;
v. Contract claims between the Parties based on the express contractual provisions of this MOU; and
vi. Claims for Damage based on a failure of the Parties or their Related Entities to flow down the cross-waiver.
5. Nothing in this Article will be construed to create the basis for a claim or suit where none would otherwise exist.
d. The Parties further agree that, except as provided in this Article, they will remain liable under the Liability Convention. In the event of a claim arising out of this Convention, the United States and Argentina will consult promptly on any potential liability, on any apportionment of such liability, and on the defense of such claim.
Article 13 - Registration
CONAE will take, through the Argentine Government, the necessary steps to register the SAC-A satellite and inform the Secretary General of the United Nations in a manner consistent with the Convention on the Registration of Objects Launched into Outer Space of November 12, 1974.
Article 14 - Customs Clearance
NASA and CONAE will arrange for free customs clearance of equipment and data required for this project. Such arrangements shall be fully reciprocal.
Article 15 - Amendments
This MOU may be amended or extended by written agreement of the Parties.
Article 16 - Entry into Force
This MOU shall enter into force upon signature and shall remain in force for the duration of the mission, which includes a period for data analysis not to exceed three years. Either Party may terminate the MOU upon 12 months written notice.
Done atBuenos Aires , this 16 th day of October, 1997, in duplicate in the English and Spanish languages, both texts being equally authentic.
for the National Aeronautics and for the National Commission on Space
Space Administration of the Activities of the Republic of Argentina
United States of America