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13151 Canada - Memorandum of Understanding for North American Technology and Industrial Base Activities


   
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TREATIES AND OTHER INTERNATIONAL ACTS SERIES 13151

 

 

DEFENSE

Cooperation

 

 

 

Memorandum of Understanding
Between the
UNITED STATES OF AMERICA
and CANADA

 

Signed at Washington May 30, 2001

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.”

 

CANADA

Defense: Cooperation

Memorandum of understanding
Signed at Washington May 30, 2001;
Entered into force May 30, 2001.
With annexes.

MEMORANDUM OF UNDERSTANDING
BETWEEN THE
DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA
AND THE
DEPARTMENT OF NATIONAL DEFENCE OF CANADA
FOR
NORTH AMERICAN TECHNOLOGY AND INDUSTRIAL BASE ACTIVITIES
(Short Title: NATIBO)
TABLE OF CONTENTS
INTRODUCTION 3
SECTION I DEFINITIONS 4
SECTION II OBJECTIVES 9
SECTION III SCOPE OF WORK 10
SECTION IV MANAGEMENT (ORGANIZATION AND RESPONSIBILITIES) 13
_SECTION V COOPERATIVE PROJECT PERSONNEL (CPP) 17
SECTION VI FINANCIAL ARRANGEMENTS 23
SECTION VII CONTRACTUAL ARRANGEMENTS 25
SECTION VIII PROJECT MATERIALS, SUPPLIES, AND EQUIPMENT 27
SECTION IX DISCLOSURE AND USE OF PROJECT INFORMATION 29
SECTION X CONTROLLED UNCLASSIFIED INFORMATION 37
SECTION XI VISITS TO ESTABLISHMENTS 38
SECTION XII SECURITY 39
SECTION XIII THIRD PARTY SALES AND TRANSFERS 42
SECTION XIV LIABILITY AND CLAIMS 43
SECTION XV CUSTOMS DUTIES, TAXES AND SIMILAR CHARGES 44
SECTION XVI GENERAL PROVISIONS 45
SECTION XVII AMENDMENT, TERMINATION, ENTRY INTO EFFECT AND
DURATION 46
ANNEX A SAMPLE PROJECT ARRANGEMENT A-1
ANNEX B SAMPLE NATIB PA PERSONNEL ASSIGNMENT AGREEMENT B-1
2
INTRODUCTION
The Department of Defense (DoD) of the United States of America
and the Department of National Defence (DND) of Canada,
hereinafter referred to as the "Participants":
Invoking the Agreement between the Government of the United
States of America and the Government of Canada of 19 August
1994 Concerning Certain Mutual Defense Commitments to be
applicable to this Memorandum of Understanding (MOU);
Recognizing that at the 1985 Shamrock Summit, Ronald
Reagan, President of the United States and Brian Mulroney,
Prime Minister of Canada, pledged to work to reduce
barriers and to stimulate the two-way flow of defense goods
and to establish a free exchange of technology knowledge
and skill involved in defense production;
Recognizing the North American Technology and Industrial
Base Organization (NATIBO) Charters of 1987, 1994 and 1997
which flowed from the Shamrock Summit pledge;
Having a common interest in defense and improving the
defense posture of the North American technology and
industrial base;
Recognizing the benefits to be obtained from
interoperability and standardization of military equipment
toward achieving Multinational Force Compatibility (MFC);
Desiring to improve their mutual conventional defense
capabilities through the application of emerging
technology;
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; and
Recognizing the need to collectively develop emerging
technologies to field technologically superior weapon
systems;
Have reached the following understandings:
3
SECTION I
DEFINITIONS
The Participants have jointly decided upon the following
definitions for terms used in this MOU:
Classified Official Information or materiel that requires
Information protection in the interests of national security
or Materiel and is so designated by the application of a
security classification marking.
Computer Data A collection of data recorded in a form capable
Base of being processed by a computer. This
definition does not include computer software.
Computer Computer programs, source code, source code
Software listings, design details,. algorithms, processes,
flow charts, formulae, and related materials that
would enable the software to be reproduced,
recreated or recompiled. Computer Software does
not include Computer Data Bases or Computer
Software Documentation.
Computer Owner's manuals, laser's manuals, installation
Software instructions, operating instructions, and other
Documentation similar items, regardless of storage medium, that
explain the capabilities of the Computer Software
or provide instructions for using the Computer
Software.
Contract 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.
Contracting The entity within the government organization of
Agency a Participant which has the authority to enter
into, administer, and/or terminate Contracts.
Contracting A person representing a Contracting Agency of a
Officer Participant who has the authority to enter into,
administer, and/or terminate Contracts.
Contractor Any entity awarded a Contract by a Participant's
Contracting Agency.
4
Contractor
Project
Background
Information
Contractor
Project
Foreground
Information
Contractor
Support
Personnel
Controlled
Unclassified
Information
Designated
Security
Authority
(DSA)
Financial
Costs
Host
Organization
Project Background Information generated, owned
and delivered by a Contractor.
Project Foreground Information generated, owned
and delivered by a Contractor.
Persons who supply administrative, managerial,
scientific or technical support services to a
Participant under a Contract with that
Participant.
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 either Participant.
An original model fabricated in small quantities
to establish a baseline for design, producibility
or materials.
The security office approved by national
authorities to be responsible for the security
aspects of this MOU.
Any project costs that, due to their nature, will
be paid using monetary contributions from the
Participants.
The Department of Defense (DoD) or Department of
National Defence (DND) organization of the
Project Officer (PO) responsible for a given
North American Technology Industrial Base (NATIB)
Project Arrangement (PA).
Defense
Purposes
Demonstrator/
Prototype
5
Host
Participant
Information
North
American
Technology
and
Industrial
Base
Organization
(NATIBO)
The DoD or DND.
Any Information, 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, 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.
Information jointly generated by the Participants
in the performance of a NATIB Activity.
Any project costs that, due to their nature, will
be met using non-monetary contributions from the
Participants.
NATIB represents the industrial and technological
capability of the United States and Canada in
support of peacetime and wartime operational
requirements of the U.S Department of Defense and
the Canadian Department of National Defence.
Any activity in support of Information exchange,
Working Groups and Project Arrangements, as
detailed in the Scope of Work (SECTION III) under
this MOU.
Formally chartered in 1987 by the Participants,
the NATIBO is committed to coordinating North
American Technology and Industrial Base
Activities.
Jointly
Generated
Foreground
Information
Non-financial
Costs
North
American
Technology
and
Industrial
Base (NATIB)
NATIB
Activity
6
NATIB Project An implementing arrangement, added after the
Arrangement NATIBO MOU has entered into effect, which
(PA) specifically details the provisions of
collaboration on a specific NATIB Activity.
NATIBO
Secretariat
The entity composed of representatives selected
by both Participants in support of the NATIBO
MOU.
The DoD and DND departments and agencies to which
Cooperative Project Personnel belong.
The DoD/DND to which the Parent Organization
belongs.
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.
Information not generated in the performance of a
particular NATIB Activity.
Any material, equipment, end item, subsystem,
component, special tooling or test equipment used
in a NATIB Activity.
Project Information generated in the performance
of a particular NATIB Activity.
Any Information provided to, generated in, or
used in a NATIB Activity under this MOU
regardless of form or type.
Parent
Organization
Parent
Participant
Patent
Project
Background
Information
Project
Equipment
Project
Foreground
Information
Project
Information
7
Project Any invention or discovery formulated or made
Invention (conceived or first actually reduced to practice)
in the course of work performed under a NATIB
Activity. The phrase "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.
Technology The matching of emerging technologies from
Insertion federal laboratories, academia or the private
sector with military and commercial applications
by leveraging resources to achieve the same or
better performance in systems.
Third Party A government other than the governments of the
Participants and any person or other entity whose
government is not the government of a
Participant.
8
SECTION II
OBJECTIVES
2.1 The objective of this MOU is to define and establish the
general principles which will apply to the initiation, conduct,
and management of NATIB Activities established between the
Participants under this MOU.
2.2 The overall objective of each NATIB Activity will be to
effectively leverage dollars and resources and reduce redundant
efforts through bilateral cooperation on studies and projects
relating to the defense technology and industrial base of the
United States of America and Canada.
2.3 An additional objective is to achieve rapid Technology
Insertion and commercialization of emerging technologies that
can be used in the manufacture and repair of military weapon
systems.
2.4 Detailed provisions of each individual project will be
consistent with this MOU and be recorded in Project Arrangements
(PAs) under this MOU.
9
SECTION III
SCOPE OF WORK
3.1 The scope of work for this MOU will include the following
NATIB Activities:
3.1.1 Development, administration and execution of defense
technology, industrial and logistics base projects, to
include coordination of technology and industrial base
activities.
3.1.2 Development, administration and execution of defense
technology base projects, which may include development,
testing and evaluation of demonstrators/prototypes.
3.1.3 Identification, testing and evaluation of any
demonstrators/prototypes which may enhance NATIB.
3.1.4 Development, administration and execution of
projects which integrate the defense and commercial
industrial sectors and generate dual use products and
technologies.
3.1.5 Development, administration and execution of defense
technology, Technology Insertion and industrial base data
projects.
3.1.6 Conduct of defense technology and industrial base
studies and implementation of resulting technology and
industrial base recommendations.
3.2 The following mechanisms will be utilized to undertake the
NATIB Activities described in 3.1:
3.2.1 Information Exchange
3.2.1.1 Information exchange will take place on an
equitable, balanced and reciprocal basis in all areas
concerning NATIB. This includes all aspects of
materiel research and development, policy, doctrine
and operational requirements related to NATIB. This
MOU permits the exchange of Computer Data Bases,
Computer Software and Computer Software Documentation
as Information. This MOU permits the exchange of
Information for any purpose under the scope of this
10
MOU, including harmonizing the Participants'
respective NATIB requirements and for formulating,
developing, and negotiating any NATIB Activity.
Information exchange need not necessarily coincide in
time, technical field, nor in the form of Information.
3.2.1.2 Computer Data Bases, Computer Software or
Computer Software Documentation associated with NATIB
studies or projects may be transferred under this MOU
in accordance with national procedures, subject to the
following limitations:
3.2.1.2.1 Such transfers must be necessary or
useful to the conduct of the study or project as
determined by the providing Participant.
3.2.1.2.2 Such transfers may occur only where
national authority for such release has been
obtained by the providing Participant. Such
release may be subject to restrictions on use
placed by the providing Participant.
3.2.2 Working Groups (WGs)
3.2.2.1 Working Groups (WGs): WGs may be established
to explore, study and report on specific technology or
industrial base issues. A WG will be limited in scope
to a single, well-defined study or project area and
will endeavor to assess the technology or industrial
base issue based on Information provided by both
Participants in such a way as to arrive at a jointly
determined position, within a set time limit. All WGs
will have their own written Terms of Reference (TOR).
Work performed by the previously established NATIBO
working groups will, subject to national laws, be
deemed to fall within the provisions of this MOU.
These WGs will continue under the provisions of this
MOU.
3.2.3 NATIB Project Arrangements (PAs)
3.2.3.1 Each PA will include specific provisions,
consistent with this MOU, concerning the objectives,
scope of work, sharing of work, management structure,
financial arrangements (if required), contractual
arrangements (if required), equipment and materiel
transfers and disposal (if required), disclosure and
11
use of information and security classification for the
applicable PA. PAs will conform to the format at Annex
A. In the event of a conflict between the provisions
of this MOU and any PA or other special provisions (if
required), the MOU will take precedence.
3.3 Acquisition or production programs which may evolve from
collaboration under one or more PAs to this MOU are outside the
scope of this MOU and require conclusion of separate
arrangements.
12
SECTION IV
MANAGEMENT (ORGANIZATION AND RESPONSIBILITIES)
4.1 Each. Participant will appoint its national NATIBO MOU
Steering Committee (SC) Co-Chair. Each Participant (through its
MOU Co-Chair) will select members of the NATIBO MOU SC. Acting
unanimously, the MOU Co-Chairs, their successors and/or their
designated representatives will be responsible for:
4.1.1 implementing this NATIBO MOU and exercising
executive level oversight;
4.1.2 monitoring overall use and effectiveness of the
NATIBO MOU;
4.1.3 recommending amendments to this NATIBO MOU;
4.1.4 ensuring the provisions of this MOU are implemented;
4.1.5 approving projects to be undertaken under this MOU
and approving WGs' formation, Terms of Reference (TOR), and
their respective activities;
4.1.6 designating and providing oversight to the NATIBO
Secretariat;
4.1.7 concluding appropriate PAs in accordance with this
MOU and national policies and procedures;
4.1.8 establishing an appropriate management structure for
each PA considering its scope and for any WG;
4.1.9 appointing a Project Officer (PO) for each PA;
4.1.10 approving the need for and assignment of
Cooperative Project Personnel (CPP) in support of work to
be performed under a NATIB PA;
4.1.11 providing administrative direction to POs;
4.1.12 evaluating the work conducted under each NATIB
Activity and signifying approval or identifying corrective
action to be taken;
4.1.13 approving budgetary or other financial proposals
13
related to the work under any NATIB PA;
4.1.14 resolving any issues identified or brought forth
related to the work under any NATIB PA;
4.1.15 monitoring Third Party Sales and Transfers
authorized in accordance with SECTION XIII (Third Party
Sales and Transfers).
4.1.16 maintaining oversight of the security aspects of
the PA, including reviewing and obtaining approval from the
appropriate Designated Security Authority (DSA) of a
Project Security Instruction and a Classification Guide
prior to the transfer of Classified Information or Materiel
or Controlled Unclassified Information.
4.2 The SC, minus the MOU Co-Chairs, is responsible for:
4.2.1 operating in an advisory capacity to the MOU Co-
Chairs. and WGs;
4.2.2 identifying sources of funding;
4.2.3 acting as a conduit for addressing recommendations
from NATIB Activities to authorities within the respective
Participant's organizations;
4.2.4 promoting the cooperative use of research,
development and industrial base resources.
4.3 Each Working Group established under this MOU, whether
standing or NATIB Activity-related, and within the provisions of
the written TOR for the WG, will be responsible for:
4.3.1 addressing areas of concern and proposing courses of
action to the MOU Co-Chairs;
4.3.2 monitoring overall implementation of NATIB
Activities;
4.3.3 conducting progress reviews to assure projects are
on schedule and successfully completed within the framework
of this MOU;
4.3.4 preparing and presenting for approval the TOR,
reports and reviews to the MOU Co-Chairs.
14
4.4 The NATIBO Secretariat is responsible for:
4.4.1 selected administrative functions in support of the
NATIBO MOU;
4.4.2 preparing and presenting reports and reviews as
directed;
4.4.3 liaising with appropriate points of contact as
provided by each Participant;
4.4.4 maintaining a central repository of data/files on
NATIB Activities and other NATIBO activities;
4.4.5 facilitating the coordination and staffing of NATIB
PAs;
4.4.6 keeping an inventory of all Project Background
Information and Project Foreground Information exchanged
between the Participants under SECTION III, Paragraph 3.2
of this MOU, including that passed onto their Contractors
and submitting an annual report thereof to the MOU Co-
Chairs.
4.5 The responsibilities and duties of the POs will, in
addition to those described in the PA, include, but not be
restricted to the following:
4.5.1 effective implementation and efficient management of
the assigned PA including technical, cost, and schedule
performance including preparation of a Financial Management
Policy and Procedures Document (FPPD), should it be
required and/or requested by the MOU Co-Chairs;
4.5.2 preparing and presenting reports and reviews as
directed by the MOU Co-Chairs;
4.5.3 preparing a Project Security Instruction and a
Classification Guide when any NATIB PA contains provisions
for the exchange of Classified Information.
4.5.4 mutually determining the tasks CPP will work under a
defined NATIB PA and ensuring that required documentation
is completed: 1) "Certificate of Conditions and
Responsibilities for Cooperative Project Personnel (CPP)"
(Annex B to the MOU); and 2) position description (PD), as
required by the aforementioned Certificate.
15
4.6 Cooperative Project Personnel (CPP)
For any NATIB PA arising under this MOU, in accordance with
national procedures of the Participants, the MOU Co-Chairs may
mutually approve the assignment of CPP to work under the PA.
Office space and administrative support, in accordance with the
Host Participant's normal practices, will be provided for
Participants' representatives. Provisions for the personnel
provided are described in SECTION V, Cooperative Project
Personnel (CPP).
4.7 The MOU Co-Chairs, SC, WGs and POs will meet as required.
16
SECTION V
COOPERATIVE PROJECT PERSONNEL (CPP)
5.1 The Participants may assign military or civilian employees
of their DoD/DND to serve as CPP in support of a NATIB PA under
this MOU in accordance with the provisions of this Section. The
commencement and terms of reference of such an assignment are to
be mutually acceptable to the Participants and established in
the relevant NATIB PA prior to appointment. An individual may
serve for any length of time up to the completion or termination
of the NATIB PA. Changes or additions of CPP may be made upon
recommendation by POs and with the approval of MOU Co-Chairs
without a formal NATIB PA amendment.
5.2 CPP will not act in a liaison capacity. The MOU Co-Chairs
will approve the assignment of CPP. CPP will perform duties as
mutually determined by the POs, within the scope of this MOU and
under any subsequently established PAs under this MOU.
5.3 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 CPP and their
dependents.
5.4 The Parent Participant's responsibility will include all
costs and expenses of CPP, including, but not limited to:
5.4.1 All pay and allowances.
5.4.2 Travel to and from the country of the Host
Participant, except for travel pursuant to paragraph 5.5.
5.4.3 All temporary duty costs, including travel costs,
when such duty is carried out at the request of the Parent
Participant.
5.4.4 Compensation for loss of, or damage to, the personal
property of CPP and their personal dependents.
5.4.5 The movement of dependents and the household effects
of CPP.
5.4.6 Preparation and shipment of remains and funeral
expenses in the event of the death of CPP or their
dependents.
17
5.4.7 All expenses in connection with the return of CPP
whose assignment has been terminated, along with his or her
dependents.
5.5 The Host Participant will be responsible for the following:
5.5.1 Travel and subsistence costs in connection with the
performance of any duty carried out pursuant to a
requirement of the Host Participant.
5.5.2 Costs incurred as a result of a change in location
of work ordered by the Host Participant during the period
of exchange.
5.6 The Host Participant will provide facilities and equipment
necessary for the performance of tasks assigned to CPP. The use
of Host Participant facilities and equipment by CPP will be a
shared cost between the Participants, as determined in the
relevant NATIB PA.
5.7 Unless otherwise provided by relevant bilateral
arrangements, the Host Participant will not provide any supplies
or services related to those costs that, pursuant to paragraph
5.4, 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.
5.8 The Participants will establish the maximum level of
security clearance required, if any, to permit CPP to have
access to Classified Information and work areas in accordance
with the Project Security Instruction and Classification Guide.
Access to Classified Information and facilities will be on a
need-to-know basis and limited to the minimum required to
accomplish NATIB PA work assignments.
5.9 Each Participant will cause security assurances to be
filed, through the Canadian Embassy in Washington, D.C., in the
case of Canadian personnel, and through the U.S. Embassy in
Canada in the case of U.S. personnel, stating the security
clearances for the CPP being assigned. The security assurances
will be prepared and forwarded through prescribed channels in
compliance with established Host Participant procedures.
5.10 The Host Organization and the Parent Organization will
ensure that assigned CPP are fully cognizant of applicable laws
18
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 NATIB PA
both during and after termination of an assignment. Prior to
taking up assigned duties, CPP will be required to sign the
certification at Annex B to this MOU.
5.11 CPP 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
CPP during their assignment will be reported to the Parent
Participant for appropriate action. CPP committing willful
violations of security laws, regulations, or procedures during
their assignments will be withdrawn from the NATIB PA, with a
view toward appropriate administrative or disciplinary action by
the Parent Participant.
5.12 All Classified Information made available to the CPP 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), the Project Security
Instruction, and the Classification Guide.
5.12.1 CPP will not take custody of Classified Information
or Controlled Unclassified Information in tangible form
(for example, documents or electronic files) unless
authorized by the POs of both the Parent and Host
Participants on a case-by-case basis.
5.13 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 CPP
to perform their assigned tasks.
5.14 Consistent with the laws and regulations of the government
of the Host Participant, CPP assigned under this MOU will be
subject to the same restrictions, provisions, 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 and
applicable bilateral or multilateral arrangements, CPP and their
authorized dependents will be accorded on a reciprocal basis:
5.14.1 Exemption from any tax by the government of the
Host Participant upon income received from the government
of the Parent Participant.
19
5.14.2 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.
5.15 CPP and their dependents will be informed by the Host
Organization about applicable laws, orders, regulations, and
customs and the need to comply with them. CPP and their
dependents also will be briefed by Host Organization personnel
regarding their specific entitlements, privileges, and
responsibilities upon their arrival in the country of the Host
Organization.
5.16 CPP may observe the holiday schedule of either the Parent
Participant or the Host Participant, as mutually acceptable.
5.17 The Participants will determine working hours for CPP that
are consistent with the customs and requirements of both
Participants. CPP will have performance evaluations rendered in
accordance with the applicable Parent Participant regulations.
5.18 CPP committing an offense under the laws of the government
of either the Parent Participant or the Host Participant may be
withdrawn from the NATIB PA 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 CPP and CPP 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 CPP.
5.19 Any medical and dental care that may be provided to CPP
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 or existing bilateral
arrangements between the Participants, including reimbursement
when required by such laws and regulations or bilateral
arrangements between the Participants.
5.20 In no case will CPP be assigned to positions which would
require exercise of command or be assigned to other positions
20
that would require them to exercise responsibilities that are
reserved by law or regulation to an officer or employee of the
Host Participant.
5.21 CPP 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.
5.22 The Host Participant will not deploy CPP in non-direct
hostility situations, such as UN peacekeeping or multinational
operations, without Parent Participant approval. Additionally,
CPP will not be deployed to a third country without Parent
Participant approval.
5.23 The Host Participant will not place CPP in duty
assignments in which direct hostilities with forces of third
states are likely. Should a unit in which CPP are assigned
become involved in hostilities unexpectedly, CPP assigned to the
unit will not be involved in the hostilities without
authorization from the Parent Participant. CPP 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.
5.24 Purchasing and patronage privileges at military
commissaries, exchanges, theaters and clubs will be extended to
CPP 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.
5.25 CPP 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.
5.26 CPP 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 CPP'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
21
of the Host Organization will be observed with respect to
wearing of civilian clothes.
5.27 Consistent with the laws and regulations of the government
of the Host Participant, and upon provisions of reciprocity, the
Host Organization will provide, if available, housing and
messing facilities for CPP and their dependents on the same
basis and priority as for its own personnel. CPP 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 CPP.
5.28 CPP 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.
22
SECTION VI
FINANCIAL ARRANGEMENTS
6.1 Each Participant will bear its equitable share of the full
Financial and Non-financial costs incurred in performing,
managing, and administering its, responsibilities and activities
under this MOU and each NATIB 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 NATIB
PA. The assignment of tasks will represent an equitable sharing
of the costs and work to be performed under NATIB PAs.
6.2 The following costs will be borne entirely by the
Participant incurring the costs or on whose behalf the costs are
incurred:
6.2.1 Costs associated with any unique national
requirements identified by a Participant under a PA.
6.2.2 Any other costs outside the scope of this MOU and
its PAs.
6.3 The financial responsibilities of the Participants will be
subject to the availability of appropriated funds for such
purposes. A Participant will promptly notify the other
Participant if available funds are not adequate to fulfill its
financial obligations under this MOU or a NATIB PA. If a
Participant notifies the other Participant of its intention to
terminate or reduce its funding for a NATIB PA, both
Participants will immediately consult with a view toward
continuation on a modified or reduced basis. In the event that
the Participants conclude, following consultation, that it is
not practicable to continue work under a NATIB PA, the
provisions of SECTION XVII will apply and the NATIB PA will be
terminated in accordance with that Section.
6.4 This MOU creates no financial or non-financial
responsibilities regarding individual NATIB PAs. Detailed
descriptions of the financial arrangements for a specific NATIB
PA, including the total estimated cost of the PA and each
Participant's share of the total estimated costs, will be
contained in the NATIB PA. Each Participant will contribute its
equitable share of the total estimated cost of each NATIB PA and
will receive an equitable share of the results, in accordance
23
with the provisions of this MOU and the applicable NATIB PA.
The Participants may contribute their equitable shares of the
full costs of such NATIB PAs in funds, defense articles, defense
services, or in Project Background Information needed for such
NATIB PAs.
6.5 For NATIB PAs where one Participant contracts on behalf of
both Participants, the POs will be responsible for establishing
the detailed financial management procedures under which a PA
will operate, if they deem appropriate. These procedures, which
must accord with the national accounting and audit requirements
of the Participants, will be detailed in an FPPD proposed by the
POs and subject to the approval of the MOU Co-Chairs, as
appropriate.
6.6 The Participants recognize that it may become necessary for
one Participant to incur contractual or other obligations for
the benefit of the other Participant prior to receipt of the
other Participant's funds. In the event that one Participant
incurs such obligations, the other Participant will make such
funds available in such amounts and at such times as may be
required by the Contract or other obligation and to pay any
damages and costs that may accrue from the performance of or
cancellation of the Contract or other obligation in advance of
the time such payments, damages, or costs are due.
24
SECTION VII
CONTRACTUAL ARRANGEMENTS
7.1 When one Participant individually contracts to undertake a
task under this MOU, it will be solely responsible for its own
contracting, and the other Participant will not be subject to
any liability arising from such Contracts without its written
consent.
7.2 If the Participants determine that Contracting is necessary
to fulfill their obligations under a NATIB PA of this MOU, one
Participant may contract for both Participants in accordance
with its respective national laws, regulations and procedures.
Such contractual arrangements will be detailed in that
particular NATIB PA.
7.3 For all contracting activities performed by either
Participant, the POs will, upon request, provide to the
Participants, for information purposes, a copy of all Statements
of Work prior to the issuance of solicitations.
7.4 Each Participant's Contracting Agency will negotiate to
obtain the rights to use and disclose Project Information
required by SECTION IX (Disclosure and Use of Project
Information). Each Participant's Contracting Agency will insert
into its prospective contracts (and require its subcontractors
to insert in subcontracts) suitable provisions to satisfy the
requirements of this NATIBO MOU, including SECTION VIII (Project
Materials, Supplies, and Equipment), SECTION IX (Disclosure and
Use of Project Information), SECTION X (Controlled Unclassified
Information), SECTION XII (Security) and SECTION XIII (Third
Party Sales and Transfers) of this MOU. Early in 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.
7.5 In the event a Participant's Contracting Agency is unable
to secure adequate rights to use and disclose Project
Information as required by SECTION IX (Disclosure and Use of
Project Information), or is notified by contractors or potential
25
contractors of any restrictions on the disclosure and use of
information, the PO will refer the matter to the MOU Co-Chairs
for resolution.
7.6 The POs will promptly advise the MOU Co-Chairs of any
schedule delay or other performance problems of any Contractor.
26
SECTION VIII
PROJECT MATERIALS, SUPPLIES, AND EQUIPMENT
8.1 For the purpose of carrying out a NATIB PA, each
Participant may loan without charge to the other Participant
such materials, supplies, and equipment identified in a NATIB 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.
8.2 Materials, supplies, and equipment loaned will be used by
the receiving Participant only for the purposes set out in this
NATIBO MOU and applicable PAs. In addition, the receiving
Participant will maintain materials, supplies, and equipment in
good order, repair, and operable condition and return the items
in operable condition and in as good condition as received,
normal wear and tear excepted. If the materials, supplies and
equipment are lost or damaged beyond economical repair, the
receiving Participant will pay the replacement value as computed
pursuant to the providing Participant's national laws,
regulations and procedures. If the providing Participant
consents, the loaned materials, supplies or equipment may be
expended or otherwise consumed in connection with the project
without reimbursement to the providing Participant.
8.3 Each NATIB PA will provide specific details of any loan of
materials, supplies or equipment. Such material, supplies or
equipment identified at the time of PA signature will be
detailed in the PA as set out in Annex A. Material, supplies or
equipment which cannot be identified at the time of PA
signature will be documented, when identified, 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.
8.4 Materials, supplies, and equipment loaned under a NATIB PA
will remain the property of the providing Participant and will
be returned as set out in the NATIB PA. However, it is
recognized that the success of a project may require the
expenditure or consumption of loaned materials, supplies, or
equipment. In such cases, the NATIB PA will state that the
materials, supplies or equipment are to be expended or consumed
and not returned to the providing Participant.
8.5 Subject to paragraph 8.2 above, the Participants will not
27
assert a claim against the other for injury, loss, or damage to
themselves, their property, or third parties resulting from the
use of the materials, supplies, or equipment loaned by the other
Participant.
8.6 The Participants will make every effort to ensure that the
materials, supplies, and equipment are furnished in a
serviceable and usable condition according to their intended
purpose. However, the Participants make no warranty or
guarantee of fitness of the equipment for a particular purpose
or use, and make no commitment to alter, improve, or adapt the
material, supplies, and equipment or any part thereof.
8.7 Project Equipment provided under a PA by either Participant
will remain the property of the providing Participant.
8.8 Any Project Equipment which is jointly acquired on behalf
of both Participants for use under this MOU will be disposed of
during the project or when the project ceases, as determined by
the MOU Co-Chairs.
8.9 Disposal of jointly acquired equipment may include a
transfer of the interest of one Participant in such Project
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 Project
Equipment transferred or sold to a Third Party in the same ratio
as costs are shared under the NATIB PA in which it was acquired.
28
SECTION IX
DISCLOSURE AND USE OF PROJECT INFORMATION
9.1 General
Both Participants recognize that successful collaboration
depends on full and prompt exchange of Information necessary for
carrying out each NATIB Activity. The Participants intend to
acquire sufficient Project Information and rights to use such
Information to promote the objectives of the NATIB. The nature
and amount of Project Information to be acquired will be in
accordance with SECTION II (Objectives), SECTION III (Scope of
Work), SECTION VII (Contractual Arrangements) and the PAs to
this MOU. Subject to the rights both Participants are accorded
under this MOU, title to Project Foreground Information
generated by a Participant or its contractor will reside within
that Participant and/or its contractors, in accordance with that
Participant's national laws, regulations and policies.
9.2 All Information relating to NATIBO and provided by one
Participant to the other Participant prior to entry into effect
of the MOU will be treated as Information exchanged under
paragraph 3.2 of this MOU.
Information Exchange
9.3 The disclosure and use provisions which govern exchange of
Information authorized in SECTION III (Scope of Work), paragraph
3.2.1 is as follows:
9.3.1 Disclosure: At its discretion, the furnishing
Participant may disclose Information to the other
Participant. Prior written permission from the furnishing
Participant will be required for further disclosure of the
Information by the receiving Participant to any other
entity, for example, a Contractor. Such permission will
not be required in the case of further disclosure to the
receiving Participant's Contractor Support Personnel, who
are under a legally binding non-disclosure agreement.
9.3.2 Use: Use of Information will be for information and
evaluation purposes only. Written permission from the
furnishing Participant will be required for any other use.
29
Other NATIB Activities
9.4 The disclosure and use provisions which govern other NATIB
activities authorized in SECTION III (Scope of Work), paragraphs
3.2.2 and 3.2.3 are set out below.
9.5 Government Project Foreground Information
9.5.1 Disclosure: Project Foreground Information
generated by a Participant's military or civilian employees
will be disclosed without charge to both Participants.
9.5.2 Use: Each Participant may further disclose, use or
have used on its behalf Government Project Foreground
Information without charge only for its Defense Purposes.
The Participant providing Government Project Foreground
Information will also retain its rights therein. If a
Participant intends to use any Government Project
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 apply.
9.6 Contractor Project Foreground Information
9.6.1 Disclosure: Contractor Project Foreground
Information generated and delivered by Contractors will be
disclosed without charge to the Participants.
9.6.2 Use: Each Participant may further disclose, use or
have used on its behalf, without charge, only for its
Defense Purposes; all Contractor Project Foreground
Information. The Participant whose Contractors generate and
deliver Contractor Project Foreground Information will also
retain rights of use therein in accordance with the
applicable Contract(s). If a Participant intends to use
any Contractor Project 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.
9.7 Government Project Background Information
9.7.1 Disclosure: Each Participant, upon request, will
disclose to the other Participant any relevant Government
Project Background Information generated by its military or
civilian employees, provided that:
30
9.7.1.1 such Government Project Background
Information is necessary to or useful in the NATIB
Activity, with the disclosing Participant determining
whether it is "necessary to" or "useful in" the NATIB
Activity;
9.7.1.2 such Government Project Background
Information may be made available without incurring
liability to holders of proprietary rights;
9.7.1.3 disclosure is consistent with national
disclosure policies and regulations of the disclosing
Participant.
9.7.2 Use: Government Project Background Information
disclosed by one Participant to the other Participant may
be used without charge, subject to the equitability
requirements of Section VI (Financial Arrangements),
paragraph 6.4, by or for the receiving. Participant for
conducting the NATIB Activity for which it was provided
only. However, subject to proprietary rights held by other
than the Participants, Government Project Background
Information may be used for Defense Purposes by the
receiving Participant without charge when the use of such
Government Project Background Information is necessary for
the use of Government Project Foreground Information. The
furnishing Participant (after consultation with the
Receiving Participant) will determine whether the use of
such Government Project Background Information is
necessary. The disclosing Participant will retain all its
rights with respect to such Government Project Background
Information.
9.8 Contractor Project Background Information
9.8.1 Disclosure: Any relevant Contractor Project
Background Information (including Information subject to
proprietary rights) which is or has been generated outside
of the NATIB Activity delivered by Contractors of one of
the Participants will be made available to the other
Participant providing the following provisions are met:
9.8.1.1 such Contractor Project Background
Information is necessary to or useful in the NATIB
Activity, with the disclosing Participant determining
whether it is '"necessary to" or "useful in" the NATIB
31
Activity;
9.8.1.2 such Contractor Project Background
Information may be made available without incurring
liability to holders of proprietary rights;
9.8.1.3 disclosure is consistent with national
disclosure policies and regulations of the disclosing
Participant.
9.8.2 Use: Contractor Project Background Information
disclosed by one Participant may be used without charge by
or for the other Participant to conduct the NATIB Activity
for which it was provided only. Any other use will be in
accordance with the terms arranged with the Contractor, and
may be the subject of further restrictions by holders of
proprietary rights.
9.9 Jointly Generated Foreground Information
9.9.1 Disclosure: All Jointly Generated Foreground
Information generated under a NATIB Activity will be
disclosed to both Participants promptly and without charge.
9.9.2 Use: Each Participant generating or receiving
Jointly Generated Foreground Information may use or have
used such Information without charge only for its Defense
Purposes unless mutually decided otherwise in writing.
9.9.3 Information resulting from WGs will be treated as
Jointly Generated Foreground Information unless otherwise
decided.
9.10 Project Information Subject to Proprietary Rights
9.10.1 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.
9.10.2 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.
32
Project Inventions and Patents
9.11 Reporting of Project Inventions. A Participant will
disclose to the other Participant any Project Invention made by
its respective employees or Contractors as promptly as possible
after the Project Invention is made. The disclosure will be in
the form of a written report listing the inventor(s) and
describing the manner and process of making and using the
Project Invention in sufficient technical detail as to enable
any person skilled in the art to which it pertains to make and
use the Project Invention.
9.12 Title of Project Inventions. Each Participant will retain
title to each Project Invention made by its respective
employees.
9.12.1 The Participant retaining title to such Project
Inventions will grant to the other Participant at least a
royalty-free, nonexclusive, irrevocable license to practice
or have practiced world-wide for Defense Purposes by or on
behalf of the other Participant such Project Inventions
covered by any resulting Patents.
9.12.2 The Participant retaining title to such Project
Inventions may, in its discretion, grant rights in such
Project Inventions covered by any resulting Patents to the
other Participant, or any other person or entity, upon such
terms and conditions as it deems appropriate.
9.13 Title to Joint Project Inventions. Title to Project
Inventions made jointly by employees of the Participants will be
held jointly by the Participants unless otherwise determined.
9.13.1 The Participants may grant rights in such joint
Project Inventions to any other person or entity, upon such
terms and conditions as they unanimously deem appropriate.
9.14 Contractor Generated Project Inventions. Title to Project
Inventions made by Contractors will be held in accordance with
the terms of the respective Contract. Where any Contract fails
to specify how title in any Patent will be held, title will be
determined in accordance with the national laws governing
Project Inventions by Contractors of the Participant who awarded
the Contract.
9.14.1 Contractor Generated Project Inventions in Unique
National Variants. Where Project Inventions are made in
33
connection with a unique national variant, paid for fully
by or on behalf of only one Participant, regardless of who
is the Contracting Agency, the Contracting Agency must
ensure that the Contract grants to the Participant funding
the national variant any rights as directed by that
Participant.
9.14.2 Contractor Generated Project Inventions of
Participants. Where a Contract is awarded by a Participant
on its own behalf or by a Contracting Agency on behalf of
one or both of the Participants, the Contract so awarded
must ensure that the owner of any Project Invention made by
a Contractor will grant to the Participant(s) at least a
royalty-free, nonexclusive, irrevocable license to practice
or have practiced worldwide for Defense Purposes by or on
behalf of the Participant(s) the Project Invention covered
by any resulting Patents.
9.15 Patent Applications. A Participant having the right to
hold title to a Project Invention may elect to file Patent
applications or otherwise seek Patent protection thereon
provided it so advises the other Participant of its intention to
do so and the countries in which it intends to seek Patent
protection within 60 days from the date it reports the Project
Invention to the other Participant.
9.15.1 If a Participant initially elects to seek Patent
protection, but later decides not to continue seeking
Patent protection, or if a Participant decides not to share
the costs of seeking Patent protection of a joint Project
Invention, then the other Participant may elect (but is not
required) to seek Patent protection on such a Project
Invention in those countries in which the Participant has
not elected to seek Patent protection.
9.15.2 If the other Participant elects to seek Patent
protection in those countries, the Participant initially
having the right to seek Patent protection on the Project
Invention agrees to consent to such filing by the other
Participant and the other Participant will equitably share
any royalties from the licensing of any resulting Patents
taking into consideration the expenses incurred by each
Participant in securing Patent protection.
9.15.3 A Participant will not file or cause to be filed
any Patent application outside the United States of America
or Canada, or publish or cause to be published any such
34
application or Patent thereon anywhere, without the other
Participant's prior written consent where the application
contains either:
9.15.3.1 the other Participant's Project Background
Information, or
9.15.3.2 Jointly Generated Foreground Information.
9.15.4 Patent applications on Project Inventions which
contain Classified Information or Materiel 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 its Applications for Patents have been Made, signed
on 21 September 1960, and its Implementing Procedures.
9.16 Patent Prosecution
9.16.1 The expenses attendant to seeking Patent protection
as specified above will be borne by the Participant seeking
Patent protection. Where both Participants jointly seek
Patent protection, the expenses attendant to seeking the
Patent protection will be shared equally between the
Participants, unless mutually deemed otherwise.
9.16.2 Each Participant will provide the other with copies
of Patent applications it files in Patent offices, along
with a power to inspect and make copies of all documents
retained in the files of the applicable Patent office that
are available for inspection and copying by a Participant
seeking Patent protection.
9.16.3 A Participant seeking Patent protection will have
the right to control the Patent prosecution where it is
solely funding the expenses attendant to seeking the Patent
protection. Where both Participants are seeking Patent
protection, they will jointly control the Patent
prosecution if each is funding a portion of the expenses
attendant to seeking the Patent protection. Both
Participants will cooperate with each other in seeking
Patent protection.
9.17 Maintenance Fees. The fees payable to a Patent office in
order to maintain the Patent on a Project Invention will be paid
by the Participant having title to the Patent or will be shared
equally if title is held jointly by both Participants. If a
35
Participant decides not to pay the required maintenance fees, it
will immediately notify the other Participant, who may pay the
maintenance fees if it desires to maintain the enforcement of
the Patent. In this case, the Participant who has decided not
to pay the maintenance fees will assign its rights to the other
Participant.
9.18 Each Participant will notify the other of any Patent
infringement claim and, insofar as possible, each Participant
will extend to the other Participant any assistance in defending
such claims arising in the course of work performed under the
NATIB PA. The Participants will, in accordance with their
national laws and practices, give their authorization and
consent for all use and manufacture in the course of work
performed under the NATIB PA of any invention covered by a
Patent issued by their respective countries. Each Participant
is responsible for handling all Patent infringement claims made
in its territory and to inform the other Participant of such
claims and to consult with the other Participant during the
handling and prior to any settlement of such claims.
36
SECTION X
CONTROLLED UNCLASSIFIED INFORMATION
10.1 Except as otherwise provided in this MOU or authorized in
writing by the originating Participant, Controlled Unclassified
Information provided or generated by one Participant to another
under this MOU will be subject to the following disclosure and
use restrictions:
10.1.1 Such information will be used only for the purposes
authorized for use of Project Information as specified in
SECTION IX (Disclosure and Use of Project 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.) above, and 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 Controlled Unclassified Information free from
further disclosure (including requests under any
legislative provisions); except as provided in sub-
paragraph (10.1.2) above, unless the originating
Participant consents to such disclosure. In the event of
unauthorized disclosure, or if it becomes probable that
such information may have to be disclosed to a Third Party
or a judicial body under any legislative provision,
immediate notification will be given to the originating
Participant.
10.2 To assist in providing the appropriate controls, the
Participants will mark Controlled Unclassified Information
provided to the other Participant 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 an equivalent marking.
10.3 Prior to authorizing the release of Controlled
Unclassified Information to Contractors, the Participants will
incorporate into their Contracts provisions requiring their
Contractors to control such information in accordance with the
provisions of this Section.
37
SECTION XI
VISITS TO ESTABLISHMENTS
11.1 Each Participant will permit visits to its Government
establishments, agencies and laboratories, and Contractor
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
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. 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 NATIB Activity.
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.
38
SECTION XII
SECURITY
12.1 All Classified Information or Materiel or classified
Project Equipment provided or generated pursuant to this MOU
will be stored, handled, transmitted and safeguarded in
accordance with the General Security Agreement between Canada
and the United States of America, of 30 January 1962, and
including the Industrial Security Annex thereto, of 8 February
1985.
12.2 Classified Information or Materiel or classified Project
Equipment will be transferred only through official government-
to-government channels or through channels approved by the
Designated Security Authorities (DSAs)of both Participants.
Classified Information or Materiel and classified Project
Equipment 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 or one of its PAs.
12.3 Each Participant will take all lawful steps available to
ensure that Classified Information or Materiel provided or
generated pursuant to this MOU is protected from further
disclosure, except as permitted by para 12.8, 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 or Materiel 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 set forth in SECTION XIII
(Third Party Sales and Transfers).
12.3.2 The recipient will not use the Classified
Information or Materiel 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 will maintain the security classification
assigned to Classified Information or Materiel by the
originating Participant and will afford to such Classified
39
Information or Materiel the same degree of security protection
provided by the originating Participant.
12.5 The Participants will investigate all cases in which it is
known or where there are grounds for suspecting that Classified
Information or Materiel or classified Project Equipment 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 of the details of any such
occurrences, and of the final results of the investigation and
of the corrective action taken to preclude recurrences.
12.6 When any NATIB Activity contains provisions for the
exchange of Classified Information or Materiel, both POs (for
PAs) or the Secretariat (WGs and Information Exchange) will
jointly prepare a Project Security Instruction and a
Classification Guide for the NATIB Activity. The Project
Security Instruction and the Classification Guide will describe
the methods by which Project Information and Project Equipment
will be classified, marked, used, transmitted, and safeguarded.
The Instruction and Guide will be developed by the POs (for PAs)
or the Secretariat (for WGs and Information Exchange) within
three months after a NATIB Activity 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 NATIB Activity. The 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 Classification Guide will
be approved by the appropriate DSA prior to the transfer of any
classified or Controlled Unclassified Information.
12.7 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 or
Materiel 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 or Materiel. 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.
12.8 For any facility wherein Classified Information or
Materiel or classified Project Equipment is to be used, the
40
responsible Participant or Contractor will approve the
appointment of a person or persons to exercise effectively the
responsibilities for safeguarding at such facility the
Classified Information or Materiel or classified Project
Equipment pertaining to each NATIB Activity. These officials
will be responsible for limiting access to Classified
Information or Materiel or classified Project Equipment involved
in the NATIB PA to those persons who have been properly approved
for access and have a need-to-know.
12.9 Each Participant will ensure that access to the Classified
Information or Materiel 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 NATIB
Activity.
12.10 Classified Information or Materiel or classified Project
Equipment provided or generated pursuant to this MOU may be
classified as high as SECRET. The existence of this MOU is
UNCLASSIFIED and its contents are UNCLASSIFIED. The
classification of a specific NATIB PA and its contents will be
stated in that PA.
41
SECTION XIII
THIRD PARTY SALES AND TRANSFERS
13.1 The Participants will not sell, transfer title to,
disclose, or transfer possession of Project Foreground
Information or jointly acquired or produced Project Equipment
provided by the other Participant 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 of the item, 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:
13.1.1 not retransfer, or permit the further retransfer
of, any equipment or Information provided; and
13.1.2 use, or permit the use of, the equipment or
Information provided only for the purposes specified by the
Participants.
13.2 A Participant will not sell, transfer title to, disclose,
or transfer possession of Project Equipment or Project
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 method and
conditions for implementing such transfers.
13.3 Sales and other transfers of equipment developed or
Project 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 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.
42
SECTION XIV
LIABILITY AND CLAIMS
14.1 Claims arising under this MOU will be dealt with under
paragraph 1 of the Agreement between the Government of the
United States of America and the Government of Canada of
19 August 1994 Concerning Certain Mutual Defense Commitments.
43
SECTION XV
CUSTOMS DUTIES, TAXES AND SIMILAR CHARGES
15.1 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 a NATIB Activity.
15.2 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 any such duties, taxes, or
similar charges are levied, the Participant in whose country
they are levied will bear such costs. Any such costs will not
be considered to fall under either Participant's shared costs.
44
SECTION XVI
GENERAL PROVISIONS
16.1 All activities of the Participants under this MOU will be
carried out in accordance with their national laws.
16.2 Any dispute regarding the interpretation or application of
this MOU will be resolved by consultation between the
Participants and will not be referred to a national or
international tribunal or third party for resolution or
settlement.
16.3 All activities and administrative actions under the NATIBO
Charter, to include previously established WGs, will continue
under the provisions of this MOU.
16.4 In the event of a conflict between the terms of this MOU
and any NATIB Activity, this MOU will take precedence.
45
SECTION XVII
AMENDMENT, TERMINATION, ENTRY INTO EFFECT AND DURATION
17.1 This NATIBO MOU may be amended only by the mutual written
consent of the Participants. Any of the PAs under this NATIBO
MOU may be amended only by the mutual written consent of the MOU
Co-Chairs or their authorized representatives.
17.2 This NATIBO MOU and any of its PAs may be terminated at
any time by the mutual written consent of the Participants. In
the event both Participants wish to terminate this MOU, the
Participants will consult to ensure termination on the most
economical and equitable terms. In the event of termination of
the MOU, all NATIB Activities will also automatically be
terminated.
17.3 Either Participant may terminate this MOU upon 180 days
written notification to the other Participant. Either
Participant may terminate a PA upon 90 days written notification
to the other Participant. Either Participant may terminate a
NATIB Activity not otherwise provided for upon 45 days written
notification to the other Participant. Such notice will be the
subject of immediate consultation by the MOU Co-Chairs to decide
upon the appropriate course of action. In the event of such
termination, the following rules apply:
17.3.1 The terminating Participant will continue
participation, financial or otherwise, up to the effective
date of termination.
17.3.2 Each Participant will pay the costs it incurs as a
result of termination.
17.3.3 All Project Information and rights 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.
17.4 The respective rights and responsibilities of the
Participants regarding SECTION IX (Disclosure and Use of Project
Information), SECTION X (Controlled Unclassified Information),
SECTION XII (Security), and SECTION XIII (Third Party Sales and
Transfers) will continue notwithstanding termination or
expiration of this MOU and any of its PAs.
17.5 This MOU consists of the Introduction, seventeen (17)
46
Sections, and two Annexes and will enter into effect from the
date of signature of both Participants and, unless terminated or
extended, will remain in effect for 25 years. PAs will enter
into effect upon signature by both Participants. All PAs will
automatically terminate upon the termination or expiration of
this MOU.
47
The foregoing represents the understandings reached between the
Department of Defense of the United States of America and the
Department of National Defence of Canada upon the matters
referred to therein. Signed in duplicate in the English
language by authorized representatives.
FOR THE DEPARTMENT OF DEFENSE OF FOR THE DEPARTMENT OF NATIONAL
THE UNITED STATES OF AMERICA: DEFENCE OF CANADA:
Signature Signature

E. C. Aldridge, Jr. Alan S. Williams

Under Secretary of Defense Assistant Deputy Minister
(Acquisition, Technology & (Materiel)
Logistics)
May 30, 2001 May 30, 2001

Washington, D.C. Washington, D.C.
48
ANNEX A
**SAMPLE NATIB PA**
TO THE
US-CA
MEMORANDUM OF UNDERSTANDING
FOR NORTH AMERICAN TECHNOLOGY AND INDUSTRIAL BASE ACTIVITIES
(Short Title: NATIBO)
DATED MM/DD/YYYY
U.S./CA NATIBO PROJECT ARRANGEMENT NO. *
BETWEEN
THE DEPARTMENT OF DEFENSE
OF THE UNITED STATES OF AMERICA
AND THE
DEPARTMENT OF NATIONAL DEFENCE
OF CANADA
CONCERNING
(FULL DESIGNATION OF THE PROJECT)
*The Project Arrangement Numbers will be structured as follows:
NATIBO: U.S./CA XX-NNNN-nnnn where XX is a U.S. Military
Service or Defense Agency designator such as N for Navy, A for
Army, AF for Air Force, AR for DARPA, etc.; NNNN is the calendar
year, and nnnn is a sequential number.
TABLE OF CONTENTS
NB: Guidance appears throughout in parentheses and bold
italics. This is to assist in drafting PAs. Do NOT Insert this
guidance text into your PA.
SECTION I INTRODUCTION A-3
SECTION II DEFINITION OF TERMS AND ABBREVIATIONS A-3
SECTION III OBJECTIVES A-3
SECTION IV SCOPE OF WORK A-4
SECTION V SHARING OF TASKS A-4
SECTION VI BREAKDOWN AND SCHEDULE OF TASKS A-4
SECTION VII MANAGEMENT A-5
SECTION VIII FINANCIAL ARRANGEMENTS A-6
SECTION IX CONTRACTUAL ARRANGEMENTS A-8
SECTION X COOPERATIVE PROJECT PERSONNEL A-8
SECTION XI LEVEL OF CLASSIFICATION A-8
SECTION XII PRINCIPAL ORGANIZATIONS INVOLVED A-9
SECTION XIII LOAN OF MATERIALS, SUPPLIES AND EQUIPMENT A-9
SECTION XIV ENTRY INTO EFFECT, DURATION AND TERMINATION..A-11
A-2
SECTION I
INTRODUCTION
This Project Arrangement (PA) hereby establishes the
as a Project
in accordance with the Memorandum of Understanding between the
Department of Defense of the United States of America and the
Department of National Defence of Canada for North American
Technology and Industrial Base Activities (NATIBO), (date).
SECTION II
DEFINITION OF TERMS AND ABBREVIATIONS
(Define only those terms used in this PA that have not been
defined in the NATIBO MOU.)
SECTION III
OBJECTIVES
The objectives of this Project
are:
a. the development of
b. the improvement of
c. the investigation of
A-3
SECTION IV
SCOPE OF WORK
The following tasks will be undertaken under this PA.
a. Research
b. Develop
c. Evaluate
d. Design, fabricate and test
SECTION V
SHARING OF TASKS
The sharing of tasks will be as follows:
a. The DoD will
b. The DND will
c. DoD and DND will jointly
SECTION VI
BREAKDOWN AND SCHEDULE OF TASKS
(OPTIONAL)
(When the tasks covered under a PA may be performed using
multiple phases, requiring milestones or decision points.)
A-4
The Project will proceed according to the following phases and
schedule
Phase 1 Start End
Description of Phase 1 MM/YYYY MM/YYYY
(Milestone 1) (e.g. Transmittal of Feasibility Report)
Phase 2 Start End
Description of Phase 2 MM/YYYY MM/YYYY
(Milestone 2) (e.g. Decision to proceed to Phase 3)
Phase 3 Start End
Description of Phase 3 MM/YYYY MM/YYYY
(Milestone 3) (e.g. Evaluation, analysis of results)
(Add as many phases as necessary.)
SECTION VII
MANAGEMENT
1. Project Officers:
U.S. PO
Title/Position
Organization
Address
Canadian PO
Title/Position
Organization
Address
A-5
2. Particular Management Procedures:
(Mention only those additional management responsibilities not
covered under SECTION IV of the NATIBO MOU.)
a. POs will prepare and present reports and reviews as directed
by the MOU Co-Chairs;
b. Additionally, the POs will provide progress reviews and
reports to the relevant WG, as required.
SECTION VIII
FINANCIAL ARRANGEMENTS
1. The DoD share of the tasks is estimated to be X U.S.
dollars. The DND share of the tasks is estimated to be Y CA
dollars.
2. The U.S. dollar will be the reference currency for the work
done in the U.S. pursuant to a PA. The CA dollar will be the
reference currency for the work done in Canada pursuant to a PA.
(a. Under this PA, where one Participant contracts on behalf of
both Participants, the POs will be responsible for establishing
the detailed financial management procedures under which a PA
will operate, if they deem appropriate. These procedures, which
must accord with the national accounting and audit requirements
of the Participants, will be detailed in an FPPD proposed by the
POs and subject to the approval of the MOU Co-Chairs, as
appropriate.
b. Further, if the Participants incur contractual or other
obligations on each other's behalf, please note that para 6.6 of
the MOU applies: The Participants recognize that it may become
necessary for one Participant to incur contractual or other
obligations for the benefit of the other Participant prior to
receipt of the other Participant's funds. In the event that one
Participant incurs such obligations, the other Participant will
make such funds available in such amounts and at such times as
may be required by the Contract or other obligation and to pay
any damages and costs that may accrue from the performance of or
cancellation of the Contract or other obligation in advance of
the time such payments, damages, or costs are due.
c. Should the Participants elect to use either U.S. or CA
A-6
currency, a set exchange note will be included in this section
of the PA.
d. Where one Participant contracts on behalf of both, the
following funding procedures may be adopted as deemed necessary
by the POs named above:
1. The POs will prepare and circulate a PA budget and
annual payment schedule for approval by the MOU Co-Chairs.
2. The POs will review the PA budget and annual payment
schedule every X months and provide estimates to the MOU
Co-Chairs.
3. The POs will make their financial contributions in the
currency of their choice. The PO will administer these
funds using the appropriate financial management procedures
of the Participant doing the work or contracting for the
work to be done. Should any interest accrue in a
Participant's contribution, it will be returned as directed
by that Participant.
4. Each PO will maintain separate accounting records for
each Participant's contribution. The accounting of the
funds will be in the currency of the Participant's Nation
where the work is being done, or where the Contract is
made. Funds will be made available upon the request of a
Participant, and will routinely be forwarded to each
Participant within X weeks after the end of each quarter.
5. All funds will be disbursed against certification by
the PO that the work has been properly performed or the
goods or services have been received and accepted.
6. The PO will maintain full records of all work
performed, goods received, responsibilities and commitments
incurred, funds received and all disbursements certified
and made.
7. At the conclusion of the work under a PA, all financial
responsibilities will be settled and a financial balance
will be obtained by the PO and a statement thereof will be
submitted to both Participants as soon as possible. Any
balance remaining will be refunded to the Participants in
accordance with their financial share in this PA.
e. Cooperative efforts of the Participants over and above the
A-7
jointly agreed tasks set forth in the SCOPE OF WORK, SHARING OF
TASKS and FINANCIAL ARRANGEMENTS sections will be subject to
amendment to this PA or signature of a new PA.)
SECTION IX
CONTRACTUAL ARRANGEMENTS
(If the Participants determine that Contracting is necessary to
fulfill their obligations under a PA of this NATIBO MOU, one
Participant may contract for both Participants in accordance
with its respective national laws, regulations and procedures.)
SECTION X
COOPERATIVE PROJECT PERSONNEL (CPP)
(OPTIONAL)
(Upon recommendation of POs and with approval of MOU Co-Chairs:
If known at establishment of PA, list CPP who are mutually
determined by MOU Co-Chairs as required to work under the PA.
POs must ensure that all provisions of SECTION V, CPP, of the
MOU are met and that required documentation is completed:
1) "Certificate of Conditions and Responsibilities for
Cooperative Project Personnel (CPP)" (Annex B to the MOU);
and
2) Position Description (PD), as required by the
aforementioned Certificate.)
SECTION XI
LEVEL OF CLASSIFICATION
(Only one of the three following possibilities must be
selected:)
a. No Classified Information or Materiel will be exchanged
under this PA; or
b. The highest level of Classified Information or Materiel
exchanged under this PA is: Confidential; or
c. The highest level of Classified Information or Materiel
A-8
exchanged under this PA is: Secret.
SECTION XII
PRINCIPAL ORGANIZATIONS INVOLVED
(List government laboratories, research centers, and other
organizations for both the U.S. and Canada.)
SECTION XIII
LOAN OF MATERIALS. SUPPLIES. AND EOUIPMENT
(OPTIONAL)
1. The following Project Equipment will be transferred by the
providing Participant to the receiving Participant:
Providing Receiving QTY Descrip- Part/ Consumables/ Approx Value of
Participant Participant tion Stock Non- Value Expected
# consumables Wear and
Tear
(Fill in as appropriate)
2. The providing Participant will transfer the Project
Equipment listed above for the duration of unless
extended by mutual consent.
3. The providing Participant will deliver the Project Equipment
(Specify arrangements). Custody of the Project Equipment will
pass from the providing Participant to the receiving Participant
at the time of receipt. Any further transportation is the
responsibility of the receiving Participant unless otherwise
specified.
4. The providing Participant will furnish the receiving
Participant such information as is necessary to enable the
Project Equipment to be used.
5. The receiving Participant will inspect and inventory the
Project Equipment upon receipt. The receiving Participant will
also inspect and inventory the Project Equipment prior to its
return to the providing Participant unless the Project Equipment
is consumed in accordance with paragraph 1.
A-9
6. Upon expiration or termination of the transfer period
specified in paragraph 2 (taking into account any approved
extension by the providing Participant), the receiving
Participant will return the nonconsumable Project Equipment to
the providing Participant (Specify arrangements). If the
Project Equipment is lost, unintentionally destroyed, or
damaged beyond repair while in the custody of the receiving
Participant, the receiving Participant will issue a certificate
of loss/destruction/irreparable damage to the providing
Participant. If the materials, supplies and equipment are lost
or damaged beyond economical repair, the receiving Participant
will pay the replacement value as computed pursuant to the.
providing Participant's national laws, regulations and
procedures:
7. In no event will such costs exceed the approximate value of
the Project Equipment set out herein; less an amount determined
to represent reasonable wear and tear.
8. It is intended that the receiving Participant will consume
the consumable Project Equipment specified in paragraph 1. If
this does occur, the receiving Participant will provide written
notice of its consumption to the providing Participant. In the
event consumption does not occur prior to the end of the
transfer period specified in paragraph 2, the receiving
Participant will return the Project Equipment to the providing
Participant (Specify arrangements). If the Project Equipment is
lost, unintentionally destroyed, or damaged beyond repair prior
to its intended consumption while in the custody of the
receiving Participant, the receiving Participant will issue a
certificate of loss/destruction/irreparable damage to the
providing Participant.
A-10
SECTION XIV
ENTRY INTO EFFECT, DURATION AND TERMINATION
This PA,
a Project under the Memorandum of Understanding between the
Department of Defense of the United States of America and the
Department of National Defence of Canada for North American
Technology and Industrial Base (NATIBO) Activities , will enter
into effect upon its signature, and will remain in effect for
years unless terminated by either Participant. It may be
extended by mutual written consent of the signatories.
Signature Signature
Name Name
Title Title
Date Date
Location Location
A-11
ANNEX B
**SAMPLE NATIB PA PERSONNEL ASSIGNMENT AGREEMENT**
TO THE
US/CA MEMORANDUM OF UNDERSTANDING
FOR NORTH AMERICAN TECHNOLOGY AND INDUSTRIAL BASE ACTIVITIES
(Short title: NATIBO)
DATED MM/DD/YYYY
CERTIFICATE OF CONDITIONS AND RESPONSIBILITIES
FOR COOPERATIVE PROJECT PERSONNEL
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 Department of Defense of the United States of America and
the Department of National Defence of Canada for North American
Technology and Industrial Base Activities (NATIBO), signed
mm/dd/yyyy. In connection with this assignment, I further
understand, acknowledge, and certify that I will comply with the
following conditions and responsibilities:
1. The purpose of the assignment is to provide my
expertise to the [STATE SPECIFIC NATIB Project Arrangement
(PA)]. There will be no access to information except as
required to perform the duties described in the Position
Description (PD) of the position to which I am assigned, as
determined by my designated supervisor.
2. I will perform only functions which are properly
assigned to me as described in the PD for my assignment and
will not act in any other capacity on behalf of my
government or my Parent Participant or Parent Organization.
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 NATIB PA PO.
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 Cooperative Project
person.
5. I have been briefed on, understand, and will comply
with all applicable security regulations of the NATIBO MOU.
B-1
6. I will immediately report to my designated supervisor
all attempts by unauthorized personnel to obtain, without
proper authorization, Classified, restricted, proprietary
or Controlled Unclassified Information to which I may have
access as a result of this assignment.
(Typed Name) (Signature)
(Rank/Title) (Rank/Title)
(Date) (Date)
B-2

 



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