Attachment E - Draft Agreement Terms and Conditions

Attachment E

OTHER TRANSACTION AGREEMENT FOR

PROTOTYPE

BETWEEN

ABC, INC. (Performer)
Performer Address
City, State Zip
And

DEFENSE HEALTH AGENCY (DHA) OPERATION

MEDICAL (OPMED) WARFIGHTER PROTECTION

AND ACUTE CARE PROJECT MANAGEMENT

OFFICE (WPAC PMO)[

Through

THE DEFENSE HEALTH AGENCY CONTRACTING ACTIVITY (DHACA)

808 Schreider Street
Fort Detrick, MD 21702-5000
Agreement No.:
Total Amount of the Agreement:
Government Dollars:
Non-Government Dollars:
Funds obligated: $X
Authority: 10 U.S.C. § 4022
Line of Accounting and Appropriation: See Section G of the SF26. NOTE: The SF26 is used for the purpose of obligation of Government Funds. Although the form is prescribed in the FAR, any references to the FAR on the SF26 are not applicable to this agreement.
This Agreement is entered into between the United States of America, hereinafter called the Government, represented by DEFENSE HEALTH AGENCY WARFIGHTER PROTECTION

AND ACUTE CARE PROJECT MANAGEMENT OFFICE[ and DEFENSE HEALTH

AGENCY CONTRACTING ACTIVITY, and (PERFORMER NAME) pursuant to and under the United States Federal law.

FOR (Insert Performer Name)

FOR DHACA

(Signature)

(Signature)

Name, title

TBD
Agreements Officer

Agreement No.

ARTICLES

ARTICLE 1 SCOPE OF THE AGREEMENT

ARTICLE 2 TERM AND TERMINATION

ARTICLE 3 PROGRAM MANAGEMENT

ARTICLE 4 AGREEMENT ADMINISTRATION

ARTICLE 5 DISPUTES

ARTICLE 6 PAYMENT

ARTICLE 7 BACKGROUND INTELLECTUAL PROPERTY

ARTICLE 8 OT INVENTIONS

ARTICLE 9 DATA RIGHTS

ARTICLE 10 REGULATORY RIGHTS

ARTICLE 11 PERSONNEL

ARTICLE 12 SCIENTIFIC PUBLICATIONS AND PRESS RELEASES

ARTICLE 13 CYBERSECURITY TERMS

ARTICLE 14 GENERAL TERMS

ATTACHMENTS

ATTACHMENT 1 Statement of Work (including deliverables) ATTACHMENT 2 Milestone Schedule
ATTACHMENT 3 FDA Regulatory Process and Correspondence
ATTACHMENT 4 Performer Background Intellectual Property, Technical Data, and Other Terms
ATTACHMENT 5 Government Background Intellectual Property and Technical Data ATTACHMENT 6 Foreign Disclosure Agreement

ARTICLE 1 SCOPE OF THE AGREEMENT

A. Background

This Agreement is an “Other Transaction for Prototype” pursuant to 10 U.S.C. § 4022. For the avoidance of doubt, this Agreement is not a procurement contract, grant, or cooperative agreement. The Federal Acquisition Regulation (FAR) and the Defense Federal Acquisition Regulation Supplement (DFARS) do not apply to this Agreement except for any term expressly referenced herein. This Agreement is not intended to be, nor will it be construed as, forming, by implication or otherwise, a partnership, a corporation, or other business organization. This