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TREATIES AND OTHER INTERNATIONAL ACTS SERIES 05-901 ________________________________________________________________________

DEFENSE Research and Development Memorandum of Understanding between

the UNITED STATES OF AMERICA

and the UNITED KINGDOM

Signed at Washington and London July 6 and September 1, 2005 with Annex

NOTE BY THE DEPARTMENT OF STATE Pursuant to Public Law 89—497, approved July 8, 1966 (80 Stat. 271; 1 U.S.C. 113)— “. . .the Treaties and Other International Acts Series issued under the authority of the Secretary of State shall be competent evidence . . . of the treaties, international agreements other than treaties, and proclamations by the President of such treaties and international agreements other than treaties, as the case may be, therein contained, in all the courts of law and equity and of maritime jurisdiction, and in all the tribunals and public offices of the United States, and of the several States, without any further proof or authentication thereof.”

UNITED KINGDOM

Defense: Research and Development

Memorandum of understanding signed at Washington and London July 6 and September 1, 2005; Entered into force September 1, 2005. With annex.

MEMORANDUM OF UNDERSTANDING

BETWEEN

THE SECRETARY OF DEFENSE

ON BEHALF OF

THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND

THE SECRETARY OF STATE FOR DEFENCE

OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

CONCERNING

COMBATING TERRORISM

RESEARCH AND DEVELOPMENT

TABLE OF CONTENTS

INTRODUCTION 3SECTION IDEFINITIONS 4

SECTION IIOBJECTIVE(S) 9

SECTION IIISCOPE OF WORK 10

SECTION IVMANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 11

SECTION VFINANCIAL PROVISIONS 14

SECTION VICONTRACTING PROVISIONS 16

SECTION VIIPROGRAM EQUIPMENT 18

SECTION VIIIDISCLOSURE AND USE OF PROGRAM INFORMATION 20

SECTION IXCONTROLLED UNCLASSIFIED INFORMATION 27

SECTION XVISITS TO ESTABLISHMENTS 29

SECTION XISECURITY 30

SECTION XIITHIRD PARTY SALES AND TRANSFERS 33

SECTION XIIILIABILITY AND CLAIMS 34

SECTION XIVCUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 35

SECTION XVSETTLEMENT OF DISPUTES 36

SECTION XVIGENERAL PROVISIONS 37

SECTION XVIIAMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION 38

ANNEX ASAMPLE TASK PLAN 41

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INTRODUCTION

The Secretary of Defense on behalf of the Department of Defenseof the United States of America (U.S. DoD) and the Secretary ofState for Defence of the United Kingdom of Great Britain andNorthern Ireland (UK MOD), hereinafter referred to as the"Participants":

Recognizing the Agreement Concerning Defense CooperationArrangements of 27 May 1993 between the Government of the UnitedStates of America and the Government of the United Kingdom ofGreat Britain and Northern Ireland will apply to this MOU;

Having a common interest in combating terrorism research anddevelopment;

Recognizing the Participants' successful cooperation under theMemorandum of Understanding between the Secretary of Defense onBehalf of the Department of Defense of the United States ofAmerica and the Secretary of State for Defence of the UnitedKingdom of Great Britain and Northern Ireland ConcerningCounterterrorism Research and Development of 18 April 1995;

Seeking to make the best use of their respective research anddevelopment capacities, eliminate unnecessary duplication ofwork, and obtain the most efficient and cost-effective resultsthrough cooperation in combating terrorism research anddevelopment;

Aiming to share both the costs and benefits resulting from theefforts under this MOU; and

Desiring to improve combating terrorism capabilities through theapplication of state-of-the-art and emerging technology;

Have reached the following understandings:

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SECTION I

DEFINITIONS

The Participants have jointly decided upon the followingdefinitions for terms used in this MOU:

Classified Official information or material thatInformation requires protection in the interests of

national security and is so designated bythe application of a security classificationmarking. This information may be in oral,visual, magnetic or documentary form or inthe form of equipment or technology.

Contract

Contracting

Contracting Agency

Contracting Officer

Contractor

Any mutually binding legal relationshipunder national laws which obligates aContractor to furnish supplies or services,and obligates one or both of theParticipants to pay for them.

The obtaining of supplies or services byContract from sources outside the governmentorganizations of the Participants.Contracting includes description (but notdetermination) of supplies and servicesrequired, solicitation and selection ofsources, preparation and award of Contracts,and all phases of Contract administration.

The entity within the governmentorganization of a Participant, which hasauthority to enter into, administer, orterminate Contracts.

A person representing a Contracting Agencyof a Participant who has the authority toenter into, administer, or terminateContracts.

Any entity awarded a Contract by aParticipant's Contracting Agency.

Contractor Support Persons specifically identified for supportPersonnel Contracts who provide administrative,

managerial, scientific, or technical supportservices to a Participant under a Contractwith that Participant that prohibits usinginformation received under the Contract forany purpose other than those authorizedunder this MOU.

Controlled Unclassified information to which access orUnclassified distribution limitations have been appliedInformation in accordance with applicable national laws

or regulations. It could includeinformation that has been declassified butremains controlled.

Cost Ceiling

The maximum amount of financial and non-financial contributions which will bededicated to the Program.

Government Purposes Research, development, evaluation, testing,manufacture, or other use by or for thearmed forces of the Participants, or by orfor the law enforcement, national security,and intelligence agencies of theParticipants' respective nationalgovernments.

Designated Security The security office approved by nationalAuthority (DSA) authorities to be responsible for the

security aspects of this MOU.

Financial Costs Program costs met with monetarycontributions.

Non-financial Costs Program costs met with non-monetarycontributions.

Participant A signatory to this MOU represented by itsmilitary and civilian personnel. Contractorsand Contractor Support Personnel will not berepresentatives of a Participant under thisMOU.

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Patent

Program

Legal protection of the right to excludeothers from making, using, or selling aninvention. The term refers to any and allPatents including, but not limited to,Patents of implementation, improvement oraddition, petty Patents, utility models,appearance design Patents, registereddesigns, and inventor certificates or likestatutory protection as well as divisions,reissues, continuations, renewals, andextensions of any of these.

The cooperative efforts of the Participantsunder this MOU to achieve the objectives inSection II (Objective(s)) and to accomplishthe activities described in Section III(Scope of Work).

Information not generated in the performanceof the Program.

Any material, equipment, end item,subsystem, component, Special Tooling ortest equipment jointly acquired or providedfor use in the Program.

Program BackgroundInformation

Program Equipment

Program Foreground Information generated in the performance ofInformation the Program.

Program Information Any information provided to, generated in,or used in this Program regardless of formor type, including, but not limited to, thatof a scientific, technical, business, orfinancial nature, and also includingphotographs, reports, manuals, threat data,experimental data, test data, computersoftware (including source code and objectcode), designs, specifications, processes,techniques, inventions, drawings, technicalwritings, sound recordings, pictorialrepresentations, and other graphicalpresentations, whether in magnetic tape,computer memory, or any other form andwhether or not subject to copyright, Patent,or other legal protection.

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Program Invention

Special Tooling

Task

Task Plan

Then Year (TY)Dollars

Any invention or discovery formulated ormade (conceived or first actually reduced topractice) in the course of work performedunder a Program. The term, "first actuallyreduced to practice", means the firstdemonstration, sufficient to establish toone skilled in the art to which theinvention pertains, of the operability of aninvention for its intended purpose and inits intended environment.

Jigs, dies, fixtures, molds, patterns,tapes, gauges, other equipment andmanufacturing aids, and all components ofthese items, which are of such a specializednature that without substantial modificationor alteration their use is limited to thedevelopment or production of particularsupplies or parts thereof or to theperformance of particular services andexcluding material, special test equipment,facilities (except foundations and similarimprovements necessary for installingSpecial Tooling), general or special machinetools or similar capital items.

A cooperative research and developmenteffort under this MOU that complies with theobjectives in Section II (Objectives) andthe scope of work in Section III (Scope ofWork) of this MOU, and which is executed inaccordance with a Task Plan.

A detailed description of a Task to beaccomplished under this MOU, including astatement of work and provisions regardingthe sharing of work, work schedule, costs,and management.

U.S. Dollars which reflect purchasing powerat the time expenditures are actually made.Then Year U.S. Dollars are projected actualamounts to be paid.

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Third Party A government other than the government of aParticipant and any person or other entitywhose government is not the government of aParticipant.

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SECTION II

OBJECTIVE(S)

2.1. The objectives of this Program are:

2.1.1. To develop technology and prototype capabilitiesfor combating terrorism, and to undertakeresearch towards the development of equipment,and systems that will help deter, detect,surveil, and identify potential terrorists,neutralize their weapons, and reduce theprobability of terrorist incidents.

2.1.2. To evaluate and test existing and newly developedprototype capabilities, equipment and systems.

2.1.3. To integrate or adapt existing and newlydeveloped prototype capabilities, equipment andsystems to reduce overall developmental costs.

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SECTION III

SCOPE OF WORK

3.1. Activities under this MOU will include co-operation on anyaspect of research, development, test and evaluation ofprototype combating terrorism technology in the following areas:

3.1.1. Developing countermeasures to prevent, deter, andrespond effectively to terrorist acts;

3.1.2. Developing capabilities that reduce thevulnerability and enable better preparation andresponse to terrorist attacks; and

3.1.3. For Tasks decided by the Steering Committee to besuitable, planning to transition these effortsidentified in paragraphs 3.1.1. and 3.1.2. toformal acquisition programs. Such acquisitionprograms will be subject to separate arrangementsand are outside the scope of this MOU.

3.2. Both Participants will test and evaluate existing andnewly developed prototype technology in laboratory, field andoperationally relevant settings. Final detailed test reports,to include test data, will be provided to both Participants.

3.3. Simulated operational exercises and user evaluations maybe performed to evaluate and/or define the state of existing andprototype technology.

3.4. Tasks will be accomplished under Task Plans and willgenerally conform to the model in Annex A (Sample Task Plan).Each Task Plan will include specific provisions, consistent withthis MOU, concerning the objectives, classification, statementof work, sharing of work, breakdown and schedule of work,financial provisions, management, special arrangements(including contractual, intellectual property rights, orinformation re-transfer) and principle organizations involvedfor the applicable Task Plan.

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SECTION IV

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

4.1. This Program will be directed and administered on behalfof the Participants by an organization consisting of a SteeringCommittee (SC) and National Program Managers (PMs), appointed bythe Participants. The. SC will provide policy oversight for theProgram. The National PMs will be responsible for the technicalexecution of the Program. The Participants will maintain andfund their own organizations for managing this program.

4.2. The SC will consist of one representative appointed byeach Participant. The SC will meet annually, with additionalmeetings held at the request of either representative. Eachmeeting of the SC will be chaired by the representative of theParticipant hosting the meeting. Decisions of the SC will bemade unanimously. In the event that the SC is unable to reach atimely decision on an issue, each SC representative will referthe issue to its higher authority for resolution. In themeantime, the approved Task Plan will continue to be implementedwithout interruption under the direction of the National PMswhile the issue is being resolved by higher authority.

4.3. The SC will be responsible for:

4.3.1. Exercising executive-level policy oversight ofthe overall Program.

4.3.2. Approving the Task Plans and amendments theretodeveloped by the National PMs.

4.3.3. Reviewing the technical progress of the TaskPlans against the Program.

4.3.4. Reviewing the financial status of the Program toensure compliance with the provisions of SectionV (Financial Provisions).

4.3.5. Approving the Financial Management ProceduresDocument (FMPD) required in paragraph 5.7. ofSection V (Financial Provisions)

4.3.6. Approving plans developed by the National PMs tomanage and control the transfer of ProgramEquipment provided by either Participant to

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support the execution of the Program inaccordance with Section VII (Program Equipment).

4.3.7. Approving plans developed by the National PMs forthe disposal of property jointly acquired underthis MOU in accordance with Section VII (ProgramEquipment).

4.3.8. Monitoring Third Party sales and transfersauthorized in accordance with Section XII (ThirdParty Sales and Transfers).

4.3.9. Resolving Program issues brought forth by theNational PMs.

4.3.10. Reviewing and forwarding to the Participants forapproval recommended amendments to this MOU inaccordance with Section XVII (Amendment,Termination, Entry Into Effect, and Duration).

4.3.11. Reviewing the biannual status report submitted bythe National PMs.

4.3.12. Providing oversight of the security aspects ofthe Program, including reviewing and obtainingapproval from the appropriate Designated SecurityAuthority of a Program Security Instruction and aClassification Guide prior to the transfer ofClassified Information or Controlled UnclassifiedInformation.

4.4. Program offices will be established in Combating TerrorismTechnology Support Office, Arlington, Virginia, U.S.A. and inthe Ministry of Defence, London, UK to manage the Program. TheAssistant Secretary of Defense for Special Operations/LowIntensity Conflict will appoint the U.S. National PM, and theMinistry of Defence (UK) will appoint the UK National PM. TheNational PMs will be responsible for implementing this MOU andfor carrying out the overall Program.

4.5. The National PMs will be responsible for:

4.5.1. Managing the cost, schedule, performancerequirements, and the technical, security, andfinancial aspects of the overall Program.

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4.5.2. Developing Task Plans and any amendments theretofor the SC's approval.

4.5.3. Executing the financial aspects of the Program inaccordance with Section V (Financial Provisions).

4.5.4. Preparing and submitting the FMPD for SCapproval.

4.5.5. Providing the biannual status report to the SC,and other such reports as directed by the SC.

4.5.6. Developing and forwarding to the SC a ProgramSecurity Instruction and a Classification Guidefor the Program within three months after MOUsignature, and implementing them upon finalapproval.

4.5.7. Developing and implementing SC-approved plans tomanage and control the transfer of ProgramEquipment provided by either Participant inaccordance with Section VII (Program Equipment).

4.5.8. Developing and implementing SC-approved plans forthe disposal of property jointly acquired underthis MOU in accordance with Section VII (ProgramEquipment).

4.5.9. Referring Program issues to the SC that cannot beresolved by the National PMs.

4.6. For each Task, each Participant will appoint a TaskManager, who will be identified in the Task Plan. The TaskManagers will be responsible for the day-to-day execution of theTask Plan and will submit quarterly status reports to eachNational PM.

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SECTION V

FINANCIAL PROVISIONS

5.1. The Participants estimate that the performance of theresponsibilities of the Participants under this MOU will notcost more than a total Cost Ceiling of 250 million Then Year(TY) U.S. dollars. The Cost Ceiling may be changed only uponthe written consent of the Participants. The U.S. dollar willbe the reference currency for the Program, and the Programfiscal year will be the U.S. fiscal year.

5.2. Each Participant will contribute its equitable share ofthe full Financial Costs and Non-financial Costs of the Program,including overhead costs, administrative costs, and costs ofclaims, and will receive an equitable share of the results ofthe Program.

5.3. The full Financial Costs and Non-financial Costs of theProgram, as identified in this Section of this MOU, will beshared according to the following percentages:

Participant Percentage Share

U.S. DoD 50%

UK MoD 50%

The Participants recognize that each Task may not reflect theoverall 50/50 cost share for the Program. However, over theduration of the Program, the Program will reflect the 50/50 costshare on the basis of financial and non-financial contributions.

5.4. Participation in the Program will include both financialand non-financial contributions to directly support Programefforts. The financial contributions and non-financialcontributions for each Task will be specified in the Task Planfor that Task.

5.5. Each Participant will bear the costs it incurs forperforming, managing, and administering its activities underthis MOU and all such costs will be included as part of eachParticipant's contribution to the Program. These costs includesalaries, travel and per diem for its Program personnel, as wellas any Contract costs.

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5.6. The following costs will be borne entirely by theParticipant incurring the costs or on whose behalf the costs areincurred:

5.6.1. Costs associated with any unique nationalrequirements identified by a Participant.

5.6.2. Any other costs not expressly stated as sharedcosts or any costs that are outside the scope ofthis MOU.

5.7. The National PM's will be responsible for establishing thedetailed financial management procedures under which the Programwill operate. These procedures, which must accord with thenational accounting and audit requirements of the Participants,will be detailed in a Financial Management Procedures Document(FMPD) prepared by the National PM's and subject to the approvalof the SC. Each Participant will fund the Task Plans inaccordance with the estimated schedule of financialcontributions contained in the FMPD which will be consistentwith paragraph 5.9.

5.8 A Participant will promptly notify the other Participant ifavailable funds are not adequate to fulfill its responsibilitiesunder the Program. If a Participant notifies the otherParticipant that it is terminating or reducing its funding forthe Program, both Participants will immediately consult with aview toward continuation on a modified basis.

5.9. The Participants recognize that it may become necessaryfor one Participant to incur contractual or otherresponsibilities for the benefit of the other Participant, asidentified in SC-approved Task Plans, prior to the receipt ofthe other Participant's funds. In the event that oneParticipant incurs such responsibilities, the other Participantwill make such funds available in such amounts and at such timesas may be required by the Contract or other responsibility, andwill pay any damages and costs that may accrue from theperformance of or cancellation of the Contract or otherresponsibility in advance of the time such payments, damages, orcosts are due.

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SECTION VI

CONTRACTING PROVISIONS

6.1. If either Participant determines that Contracting isnecessary to fulfill that Participant's responsibilities underSection III (Scope of Work) of this MOU, that Participant willcontract in accordance with its respective national laws,regulations and procedures, with such waivers and deviationsfrom its national regulations as its procedures permit and asdeemed necessary to implement this MOU. Sources from bothParticipants' industries will be allowed to compete on an equalbasis for such Contracts.

6.2. When one Participant individually contracts to perform atask under this MOU in accordance with paragraph 6.1. of thisSection, it will be solely responsible for its own Contracting,and the other Participant will not be subject to any liabilityarising from such Contracts.

6.3. Each Participant may, upon request, make use of the otherParticipant's Contracting Agency in the event that Contractingon behalf of the requesting Participant or both Participants isrequired to implement this MOU. The Contracting Agency so usedwill place Contracts in accordance with its respective nationallaws, regulations, and procedures, with such waivers anddeviations from its national regulations as its procedurespermit and as deemed necessary to implement this MOU. Sourcesfrom both Participants' industries will be allowed to compete onan equal basis for such Contracts. The Contracting Participant'sContracting Officer will be the exclusive source for providingcontractual directions and instructions to the Contractors.

6.4. For all Contracting activities performed by eitherParticipant, the National PMs will, upon request, be provided acopy of all Contracts at least 10 working days prior to Contractaward to ensure that that they are consistent with theprovisions of this MOU.

6.5. Each Participant's Contracting Agency will negotiate toobtain the rights to use and disclose Program Informationrequired by Section VIII (Disclosure and Use of ProgramInformation). Each Participant's Contracting Agency will insertinto its prospective Contracts (and require its subcontractorsto insert in subcontracts) suitable provisions to satisfy therequirements of this MOU, including Section VIII (Disclosure andUse of Program Information), Section IX (Controlled Unclassified

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Information), Section XI (Security), Section XII (Third PartySales and Transfers) and Section XVII (Amendment, Termination,Entry Into Effect, and Duration), including suitable provisionsto ensure compliance with the Participants' export control lawsand regulations, and any corresponding provisions in the TaskPlans. During the Contracting process, each Participant'sContracting Officer will advise prospective Contractors of theirresponsibility to immediately notify the Contracting Agency,before Contract award, if they are subject to any license oragreement that will restrict that Participant's freedom todisclose information or permit its use. The Contracting Officerwill also advise prospective Contractors to employ their bestefforts not to enter into any new agreement or arrangement thatwill result in restrictions.

6.6. In the event a Participant's Contracting Agency is unableto secure adequate rights to use and disclose ProgramInformation as required by Section VIII (Disclosure and Use ofProgram Information), or is notified by Contractors or potentialContractors of any restrictions on the disclosure and use ofinformation, that Participant's National PM will notify theother Participant's National PM of the restriction(s), and theNational PMs will submit the matter to the SC for resolution.

6.7. The transfer of export-controlled information furnishedby one Participant will be authorized by the Government of thefurnishing Participant only to those Contractors of the otherParticipant who will limit the end use of the Informationreceived for the sole purpose of furthering the purposesauthorized under this MOU. The Participants will establishlegal arrangements with their Contractors to ensure that theirContractors do not retransfer or otherwise use export-controlledinformation for any purpose other than the purposes authorizedunder this MOU. Such legal arrangements will also provide thatthe Contractor will not re-transfer the export-controlledinformation to another Contractor without the Government of thefurnishing Participant's consent.

6.8. Each Participant's National PM will promptly advise theother Participant's National PM of any cost growth, scheduledelay, or performance problems of any Contractor for which itsContracting Agency is responsible. Each Participant's NationalPM will also consult with the other Participant's National PMprior to cancellation of any Contract entered into on behalf ofthe other Participant in accordance with paragraph 5.9. ofSection V (Financial Provisions).

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SECTION VII

PROGRAM EQUIPMENT

7.1. Each Participant may provide Program Equipment identifiedas being necessary for executing the MOU to the otherParticipant. Program Equipment will remain the property of theproviding Participant. A list of all Program Equipment providedby one Participant to another Participant will be developed andmaintained by the National PMs, approved by the SC, andincorporated into the Task Plans in accordance with Annex A(Sample Task Plan).

7.2 The providing Participant will furnish the receivingParticipant such operation and maintenance information as isnecessary to enable use of the Program Equipment.

7.3 The receiving Participant will inspect and record thecondition of the Program Equipment upon receipt. The receivingParticipant will also inspect and record the condition of theProgram Equipment prior to its return (unless the ProgramEquipment is to be expended or consumed).

7.4. The receiving Participant will maintain any such ProgramEquipment in good order, repair, and operable condition. Unlessthe providing Participant has authorized the Program Equipmentto be expended or otherwise consumed without reimbursement tothe providing Participant, the receiving Participant will returnthe Program Equipment to the providing Participant in as good acondition as received, normal wear and tear excepted, or returnthe Program Equipment and pay the cost to restore it. If theProgram Equipment is damaged beyond economical repair, thereceiving Participant will return the Program Equipment to theproviding Participant (unless otherwise specified in writing bythe providing Participant) and pay the replacement value, whichwill be computed pursuant to the providing Participant'snational laws and regulations. If the Program Equipment is lostwhile in the custody of the receiving Participant, the receivingParticipant will issue a certificate of loss to the providingParticipant and pay the replacement value. If known at the timeof development of the Task Plan, the replacement value of theProgram Equipment will be specified in the Task Plan.

7.5. The providing Participant will deliver, at its expense,Program Equipment to the receiving Participant at a mutuallydetermined location. Possession of the Program Equipment willpass from the providing Participant to the receiving Participant

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at the time of receipt of the Program Equipment. Any furthertransportation is the responsibility of the receivingParticipant.

7.6. All Program Equipment that is transferred will be used bythe receiving Participant only for the purposes of carrying outTask Plans under this MOU, unless otherwise consented to inwriting by the providing Participant. In addition, inaccordance with Section XII (Third Party Sales and Transfers),Program Equipment will not be retransferred to a Third Partywithout the prior written consent of the providing Participant.

7.7. Prior to the completion of work under the applicable TaskPlan or termination or expiration of this MOU (whichever occursfirst), the receiving Participant will return, at its expense,Program Equipment to the providing Participant at a locationmutually approved by the National PMs. Any furthertransportation is the responsibility of the providingParticipant.

7.8. The receiving Participant will provide written notice ofconsumption or expenditure of Program Equipment approved forsuch consumption or expenditure. In the event the intendedconsumption or expenditure does not occur, the receivingParticipant will, unless otherwise determined by the providingParticipant, return the Program Equipment, at its expense, tothe providing Participant to the location mutually approved bythe National PMs. Any further transportation is theresponsibility of the providing Participant.

7.9. The Participants will ensure, by all reasonable means, theprotection of intellectual property rights in Program Equipment.

7.10. Any Program Equipment that is jointly acquired on behalfof both Participants for use under this MOU will be disposed ofduring this Program or when the Program ceases, as determined bythe SC.

7.11. Disposal of jointly acquired Program Equipment mayinclude a transfer of the interest of one Participant in suchProgram Equipment to the other Participant, or the sale of suchequipment to a Third Party in accordance with Section XII (ThirdParty Sales and Transfers) of this MOU. The Participants willshare the consideration from jointly acquired Program Equipmenttransferred or sold to a Third Party in the same ratio as costsare shared under this MOU.

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SECTION VIII

DISCLOSURE AND USE OF PROGRAM INFORMATION

8.1. General

8.1.1. Both Participants recognize that successfulcollaboration depends on full and prompt exchangeof information necessary for carrying out thisProgram. The Participants intend to acquiresufficient Program Information and rights to usesuch information to enable the development oftechnology and prototype equipment. The natureand amount of Program Information to be acquiredwill be consistent with the objectives stated inSection II (Objectives) and Section III (Scope ofWork). Transfer of such Information toContractors will be consistent with eachParticipant's export control laws and regulations.

8.2. Government Program Foreground Information

8.2.1. Disclosure: All Program Foreground Informationgenerated by a Participant's military personnelor civilian employees will be disclosed promptlyand without charge to both Participants.

8.2.2. Use: Each Participant may use or have used allGovernment Program Foreground Information withoutcharge for Government Purposes. The Participantgenerating Government Program ForegroundInformation will also retain its rights of usethereto. Any sale or other transfer to a ThirdParty will be subject to the provisions ofSection XII (Third Party Sales and Transfers) ofthis MOU.

8 3. Government Program Background Information

8.3.1. Disclosure: Each Participant, upon request, willdisclose promptly and without charge to the otherParticipant any relevant Government ProgramBackground Information generated by its militarypersonnel or civilian employees, provided that:

8.3.1.1. Such Program Background Information isnecessary to or useful in the Program, with

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the Participant in possession of theinformation determining, after consultingwith the requesting Participant, whether itis "necessary to" or "useful in" theProgram;

8.3.1.2. Such Program Background Information may bemade available without incurring liabilityto holders of proprietary rights;

8.3.1.3. Disclosure is consistent with nationaldisclosure policies and regulations of thefurnishing Participant; and

8.3.1.4. The furnishing Participant determines thatany disclosure or transfer of suchGovernment Program Background Information toContractors is consistent with its exportcontrol laws and regulations.

8.3.2. Use: Government Program Background Informationfurnished by one Participant to the other may beused without charge by or for the otherParticipant for Program Purposes. However,subject to proprietary rights held by entitiesother than the Participants and subject to theprovisions of paragraph 12.2. of Section XII(Third Party Sales and Transfers), such ProjectBackground Information furnished by a Participantmay be used for Government Purposes by the otherParticipant, without charge, when suchinformation is necessary for the use of theProject Foreground Information. The furnishingParticipant, in consultation with the otherParticipant, will determine whether the ProjectBackground Information is necessary for the useof the Project Foreground Information. Thefurnishing Participant will retain all its rightswith respect to such Program BackgroundInformation.

8.4. Contractor Program Foreground Information

8.4.1. Disclosure: Program Foreground Informationgenerated and delivered by Contractors will bedisclosed promptly and without charge to bothParticipants. Program Foreground Information

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generated by a Contractor, but not delivered,will be made available upon the request of theParticipants at the cost of the Information'sconversion into the prescribed form and the costof reproduction and delivery as permitted inaccordance with the provisions of the applicableContract.

8.4.2. Use: Each Participant may use or have usedwithout charge for its Government Purposes allContractor Program Foreground Informationgenerated and delivered by Contractors of theother Participant. The Participant whoseContractors generate and deliver ContractorProgram Foreground Information will also retainits rights of use thereto in accordance with theapplicable Contract(s). Any sale or othertransfer to a Third Party of Contractor ProgramForeground Information will be subject to theprovisions of Section XII (Third Party Sales andTransfers) of this MOU.

8.5. Contractor Program Background Information

8.5.1. Disclosure: A Contracting Participant will makeavailable to the other Participant promptly andwithout charge all Contractor-generated ProgramBackground Information which is delivered underContracts awarded in accordance with this MOU.Any other Program Background Information which isgenerated by Contractors under Contracts awardedoutside of this MOU will be made availablepromptly and without charge to the otherParticipant upon its request, provided thefollowing provisions are met:

8.5.1.1. Such Program Background Information isnecessary to or useful in the Program, withthe Participant in possession of theinformation determining, after consultationwith the other Participant, whether it is"necessary to" or "useful in" the Program;

8.5.1.2. Such Program Background Information may bemade available without incurring liabilityto holders of proprietary rights;

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8.5.1.3

8.5.1.4

Disclosure is consistent with nationaldisclosure policies and regulations of thefurnishing Participant; and

The furnishing Participant determines thatany disclosure or transfer of suchContractor Program Background Information toContractors is consistent with its exportcontrol laws and regulations.

8.5.2. Use: All Program Background Information deliveredby Contractors under Contracts awarded inaccordance with this MOU may be used by or for areceiving Participant without charge for ProgramPurposes, subject•to any restrictions by holdersof proprietary rights other than theParticipants, and for Government Purposes,subject to such fair and reasonable terms as maybe necessary to be arranged with the Contractor.Any other Program Background Informationfurnished by one Participant's Contractors anddisclosed to the other Participant may be usedwithout charge by or for the other Participantfor Program Purposes, subject to any restrictionsby holders of proprietary rights other than theParticipants; also, when necessary for the use ofProject Foreground Information, such otherProgram Background Information may be used forGovernment Purposes, subject to such fair andreasonable terms as may be necessary to bearranged with the Contractor. The furnishingParticipant, in consultation with the otherParticipant, will determine whether such otherProgram Background Information is necessary forthe use of Project Foreground Information. Thefurnishing Participant will retain all its rightswith respect to Program Background Information.

8.6. Alternative Uses of Program Information

8.6.1. The prior written consent of each Participantwill be required for the use of ProgramForeground Information for purposes other thanthose provided for in this MOU.

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8.6.2. Any Program Background Information provided byone Participant will be used by the otherParticipant only for the purposes set forth inthis MOU, unless otherwise consented to inwriting by the providing Participant.

8.7. Proprietary Program Information

8.7.1. All Program Information subject to proprietaryinterests will be identified and marked, and itwill be handled as Controlled UnclassifiedInformation.

8.7.2. The provisions of the NATO Agreement on theCommunication of Technical Information forDefence Purposes, signed in Brussels on 19October 1970, and the Implementing Procedures forthe NATO Agreement on the Communication ofTechnical Information for Defence Purposes,approved by the North Atlantic Council on 1January 1971, will apply to the communication ofproprietary Information between the Participantsunder this MOU.

8.8. Patents

8.8.1. Each Participant will include in all itsContracts for the Program a provision governingthe disposition of rights in regard to ProgramInventions and Patent rights relating thereto,which either:

8.8.1.1. Provides that the Participant will hold titleto all such Program Inventions together withthe right to make Patent applications for thesame, free of encumbrance from the Contractorconcerned; or

8.8.1.2. Provides that the Contractor will hold title(or may elect to retain title) for suchProgram Inventions together with the right tomake Patent applications for the same, whilesecuring for the Participants a license forthe Program Inventions, and any Patentsthereto, on provisions in compliance with theprovisions of paragraph 8.8.2. below.

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8.8.2. In the event that a Contractor holds title (orelects to retain title) for any ProgramInvention, the Contracting Participant willsecure for the other Participant non-exclusive,irrevocable, royalty-free licenses under allPatents secured for that invention, to practiceor have practiced the patented Program Inventionfor Government Purposes.

8.8.3. The provisions of subparagraphs 8.8.4. through8.8.8. below will apply in regard to Patentrights for all Program Inventions made by theParticipant's military personnel or civilianemployees, including those within Government-owned facilities, and for all Program Inventionsmade by Contractors for which the ContractingParticipant holds title or is entitled to acquiretitle.

8.8.4. Where a Participant has or can secure the rightto file a Patent application with regard to aProgram Invention, that Participant will consultwith the other Participant regarding the filingof a Patent application for such ProgramInvention. The Participant which has or receivestitle to such Program Invention will, in othercountries, file, cause to be filed, or providethe other Participant with the opportunity tofile on behalf of the Participant holding title,Patent applications covering that ProgramInvention. If a Participant, having filed orcaused to be filed a Patent application, decidesto stop prosecution of the application or ceasesto maintain a Patent which has been granted orissued on that application, that Participant willnotify the other Participant of that decision andpermit the other Participant to continue theprosecution, or maintain the Patent as the casemay be.

8.8.5. Each Participant will be furnished with copies ofthe Patent applications filed and Patents grantedwith regard to Program Inventions.

8.8.6. Each Participant will grant to the otherParticipant a non-exclusive, irrevocable,royalty-free license under its Patents for

25

Program Inventions, to practice or have practicedthe Program Inventions throughout the world forGovernment Purposes.

8.8.7. Patent applications to be filed under this MOUwhich contain Classified Information, will beprotected and safeguarded in accordance with therequirements contained in the Agreement forInterchange of Patent Rights and TechnicalInformation, dated 19 January 1953, and itsimplementing procedures.

8.8.8. Each Participant will notify the otherParticipant of any Patent infringement claimsmade in its territory arising in the course ofwork performed under the Program. Insofar aspossible, the other Participant will provideinformation available to it that may assist indefending the claim. Each Participant will beresponsible for handling all Patent infringementclaims made in its territory, and will consultwith the other Participant during the handling,and prior to any settlement, of such claims. TheParticipants will share the costs of resolvingPatent infringement claims in the same ratio forcost sharing as established in paragraph 5.3. ofSection V (Financial Provisions). TheParticipants will, in accordance with theirnational laws and practices, give theirauthorization and consent for all use andmanufacture in the course of work performed underthe Program of any invention covered by a Patentissued by their respective countries.

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SECTION IX

CONTROLLED UNCLASSIFIED INFORMATION

9.1. Except as otherwise provided in this MOU or as authorizedin writing by the originating Participant, ControlledUnclassified Information provided or generated pursuant to thisMOU will be controlled as follows:

9.1.1. Such information will be used only for thepurposes authorized for use of ProgramInformation as specified in Section VIII(Disclosure and Use of Program Information).

9.1.2. Access to such information will be limited topersonnel whose access is necessary for thepermitted use under subparagraph 9.1.1., and willbe subject to the provisions of Section XII(Third Party Sales and Transfers).

9.1.3. Each Participant will take all lawful steps,which may include national classification,available to it to keep such information freefrom further disclosure (including requests underany legislative provisions), except as providedin subparagraph 9.1.2., unless the originatingParticipant consents to such disclosure. In theevent of unauthorized disclosure, or if itbecomes probable that the information may have tobe further disclosed under any legislativeprovision, immediate notification will be givento the originating Participant.

9.2. To assist in providing the appropriate controls, theoriginating Participant will ensure that Controlled UnclassifiedInformation is appropriately marked to ensure its "inconfidence" nature. U.S. export-controlled information will bemarked as "International Traffic in Arms Regulations (ITAR)-Controlled." UK export-controlled information will be marked as"UK Export-Controlled." The Participants will decide, inadvance and in writing, on the markings to be placed on anyother types of Controlled Unclassified Information. Theappropriate markings for all Controlled Unclassified Informationwill be reflected in the Project Security Instruction.

27

9.3. Controlled Unclassified Information provided or generatedpursuant to this MOU will be handled in a manner that ensurescontrol as provided for in paragraph 9.1.

9.4. Prior to authorizing the release of ControlledUnclassified Information to Contractors, the Participants willensure the Contractors are legally bound to control suchinformation in accordance with the provisions of this Section.

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SECTION X

VISITS TO ESTABLISHMENTS

10.1. Each Participant will permit visits to its governmentestablishments, agencies and laboratories, and Contractorindustrial facilities by employees of the other Participant orby employees of the other Participant's Contractor(s), providedthat the visit is authorized by both Participants and theemployees have any necessary and appropriate security clearancesand a need-to-know.

10.2. All visiting personnel will be required to comply withsecurity regulations of the hosting Participant. Anyinformation disclosed or made available to visitors will betreated as if supplied to the Participant sponsoring thevisiting personnel, and will be subject to the provisions ofthis MOU.

10.3. Requests for visits by personnel of one Participant to afacility of the other Participant will be coordinated throughofficial channels, and will conform with the established visitprocedures of the host country. Requests for visits will bearthe name of the Program. .

10.4. Lists of personnel of each Participant required to visit,on a continuing basis, facilities of the other Participant willbe submitted through official channels in accordance withrecurring international visit procedures.

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SECTION XI

SECURITY

11.1. All Classified Information provided or generated pursuantto this MOU will be stored, handled, transmitted, andsafeguarded in accordance with the U.S./UK General SecurityAgreement dated 14 April 1961, as amended, and including theSecurity Implementing Arrangement dated 27 January 2003 thereto.

11.2. Classified Information will be transferred only throughofficial government-to-government channels or through channelsapproved by the Designated Security Authorities (DSAs) of theParticipants. Such Classified Information will bear the levelof classification, denote the country of origin, the provisionsof release, and the fact that the information relates to thisMOU.

11.3. Each Participant will take all lawful steps available toit to ensure that Classified Information provided or generatedpursuant to this MOU is protected from further disclosure,except as permitted by paragraph 11.8., unless the otherParticipant consents to such disclosure. Accordingly, eachParticipant will ensure that:

11.3.1. The recipient will not release the ClassifiedInformation to any government, national,organization, or other entity of a Third Partyexcept as permitted under the procedures setforth in Section XII (Third Party Sales andTransfers).

11.3.2. The recipient will not use the ClassifiedInformation for other than the purposes providedfor in this MOU.

11.3.3. The recipient will comply with any distributionand access restrictions on information that isprovided under this MOU.

11.4. The Participants will investigate all cases in which itis known or where there are grounds for suspecting thatClassified Information provided or generated pursuant to thisMOU has been lost or disclosed to unauthorized persons. EachParticipant also will promptly and fully inform the otherParticipant of the details of any such occurrences, and of the

30

final results of the investigation and of the corrective actiontaken to preclude recurrences.

11.5. The National PMs will prepare a Project SecurityInstruction (PSI) and a Classification Guide (CG) for theProject. The PSI and the CG will describe the methods by whichProject Information will be classified, marked, used,transmitted, and safeguarded, and will require that markings forall export-controlled Classified Information will include theapplicable export control markings identified in paragraph 9.2of Section IX (Controlled Unclassified Information). The PSIand CG will be developed by the National PMs within three monthsafter this MOU enters into effect. They will be reviewed andforwarded to the Participants , Designated Security Authorities(DSAs) for approval and will be applicable to all government andContractor personnel participating in the Project. The CG willbe subject to regular review and revision with the aim ofdowngrading the classification whenever this is appropriate.The PSI and the CG will be approved by the appropriate DSA priorto the transfer of any Classified Information or ControlledUnclassified Information.

11.6. The DSA of the Participant in which a classified Contractis awarded will assume responsibility for administering withinits territory security measures for the protection of theClassified Information, in accordance with its laws andregulations. Prior to the release to a Contractor, prospectiveContractor, or Subcontractor of any Classified Informationreceived under this MOU, the DSAs will:

11.6.1. Ensure that such Contractor, prospectiveContractor or subcontractor and theirfacility(ies) have the capability to protect theClassified Information Adequately.

11.6.2. Grant a security clearance to the facility(ies),if appropriate.

11.6.3. Grant a security clearance for all personnelwhose duties require access to ClassifiedInformation, if appropriate.

11.6.4. Ensure that all persons having access to theClassified Information are informed of theirresponsibilities to protect the ClassifiedInformation in accordance with national securitylaws and regulations, and provisions of this MOU.

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11.6.5. Carry out periodic security inspections ofcleared facilities to ensure that the ClassifiedInformation is properly protected.

11.6.6. Ensure that access to the Classified Informationis limited to those persons who have a need-to-know for purposes of the MOU.

11.7. Contractors, prospective Contractors, or subcontractorswhich are determined by DSAs to be under financial,administrative, policy or management control of nationals orentities of a Third Party, may participate in a Contract orsubcontract requiring access to Classified Information providedor generated pursuant to this MOU only when enforceable measuresare in effect to ensure that nationals or other entities of aThird Party will not have access to Classified Information. Ifenforceable measures are not in effect to preclude access bynationals or other entities of a Third Party, the otherParticipant will be consulted for approval prior to permittingsuch access.

11.8. For any facility wherein Classified Information is to beused, the responsible Participant or Contractor will approve theappointment of a person or persons to exercise effectively theresponsibilities for safeguarding at such facility theinformation pertaining to this MOU. These officials will beresponsible for limiting access to Classified Informationinvolved in this MOU to those persons who have been properlyapproved for access and have a need-to-know.

11.9. Each Participant will ensure that access to theClassified Information is limited to those persons who possessrequisite security clearances and have a specific need foraccess to the Classified Information in order to participate inthe Program.

11.10. Information provided or generated pursuant to this MOUmay be classified as high as TOP SECRET. The existence of thisMOU is UNCLASSIFIED and the contents are UNCLASSIFIED.

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SECTION XII

THIRD PARTY SALES AND TRANSFERS

12.1. The Participants will not sell, transfer title to,disclose, or transfer possession of Program ForegroundInformation, jointly acquired Program Equipment, or any itemproduced either wholly or in part from Program ForegroundInformation to any Third Party without the prior written consentof the Government of the other Participant. Furthermore,neither Participant will permit any such sale, disclosure, ortransfer, including by the owner of the item, without the priorwritten consent of the Government of the other Participant.Such consent will not be given unless the Government of theintended recipient consents in writing with the Participantsthat it will:

12.1.1. Not retransfer, or permit the further retransferof, any equipment or information provided; and

12.1.2. Use, or permit the use of, the equipment orinformation provided only for the purposesspecified by the Participants.

12.2. A Participant will not sell, transfer title to, disclose,or transfer possession of Program Equipment or ProgramBackground Information provided by the other Participant to anyThird Party without the prior written consent of the Governmentof the Participant which provided such equipment or information.The providing Participant's Government will be solelyresponsible for authorizing such transfers and, as applicable,specifying the method and provisions for implementing suchtransfers.

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SECTION XIII

LIABILITY AND CLAIMS

13.1. Claims arising under this MOU will be dealt with underparagraph 1 of the Agreement Concerning Defence CooperationArrangements of 27 May 1993. The cost of claims addressed inparagraph 1.(b)(ii) of that Agreement will be shared in the sameratio for cost sharing as established in paragraph 5.3. ofSection V (Financial Provisions).

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SECTION XIV

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

14.1. Customs duties, import and export taxes, and similarcharges will be administered in accordance with eachParticipant's respective laws and regulations (including, as tothe UK MOD, European Community laws, where appropriate).Insofar as existing national laws and regulations permit, theParticipants will endeavor to ensure that such readilyidentifiable duties, taxes and similar charges, as well asquantitative or other restrictions on imports and exports, arenot imposed in connection with work carried out under this MOU.

14.2. Each Participant will use its best efforts to ensure thatcustoms duties, import and export taxes, and similar charges areadministered in a manner favorable to the efficient andeconomical conduct of the work. If any such duties, taxes, orsimilar charges are levied, the Participant in whose countrythey are levied will bear such costs.

35

SECTION XV

SETTLEMENT OF DISPUTES

15.1. Disputes between the Participants arising under orrelating to this MOU will be resolved only by consultationbetween the Participants and will not be referred to a nationalcourt, an international tribunal, or to any other person orentity for settlement.

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SECTION XVI

GENERAL PROVISIONS

16.1. All activities of the Participants under this MOU will becarried out in accordance with their national laws andregulations, including their export control laws andregulations. The responsibilities of the Participants will besubject to the availability of funds for such purposes.

16.2. No requirement will be imposed by either Participant forwork sharing or other industrial or commercial compensation inconnection with this MOU that is not in accordance with thisMOU.

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SECTION XVII

AMENDMENT, TERMINATION, ENTRY INTO EFFECT, AND DURATION

17.1. Except as otherwise provided, this MOU may be amended bythe mutual written consent of the Participants. Annex A (SampleTask Plan) of this MOU may be amended by the written approval ofthe SC.

17.2. This MOU may be terminated at any time upon the writtenconsent of the Participants. In the event both Participantsconsent to terminate this MOU, the Participants will consultprior to the date of termination to ensure termination on themost economical and equitable provisions.

17.3. Either Participant may terminate this MOU upon 90 dayswritten notification of its intent to terminate to the otherParticipant. Such notice will be the subject of immediateconsultation by the SC to decide upon the appropriate course ofaction to conclude the activities under this MOU. In the eventof such termination, the following rules apply:

17.3.1. The terminating Participant will continueparticipation, financial or otherwise, up to theeffective date of termination.

17.3.2. Except as to Contracts awarded on behalf of bothParticipants, each Participant will beresponsible for its own Program-related costsassociated with termination of the Program. ForContracts awarded on behalf of both Participants,the terminating Participant will pay all Contractmodification or termination costs that would nototherwise have been incurred but for the decisionto terminate; in no event, however, will aterminating Participant's total financialcontribution, including Contract terminationcosts, exceed that the sum of that Participant'sfinancial contributions as set forth in each ofthe Task Plans.

17.3.3. All Program Information and rights thereinreceived under the provisions of this MOU priorto the termination will be retained by theParticipants, subject to the provisions of thisMOU.

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17.4. The respective benefits and responsibilities of theParticipants regarding Section VII (Program Equipment), SectionVIII (Disclosure and Use of Program Information), Section IX(Controlled Unclassified Information), Section XI (Security),Section XII (Third Party Sales and Transfers), Section XIII(Liability and Claims), and this Section XVII (Amendment,Termination, Entry into Effect, and Duration) will continue toapply, notwithstanding termination or expiration of this MOU.

17.5. This MOU, which consists of seventeen (17) Sections andone (1) Annex, will enter into effect upon signature by bothParticipants and will remain in effect for fourteen (14) years.It may be extended by the written consent of the Participants.

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FOR THE SECRETARY OF STATEFOR DEFENCE OF THE UNITEDKINGDOM OF GREAT BRITAIN ANDNORTHERN IR

Signature

1A6V113/4i0 Name

The foregoing represents the understandings reached between theSecretary of Defense on behalf of the Department of Defense ofthe United States of America and the Secretary of State forDefence of the United Kingdom of Great Britain and NorthernIreland upon matters referred to herein.

Signed, in duplicate, by authorized representatives.

FOR THE SECRETARY OF DEFENSEON BEHALF OF THE DEPARTMENT OFDEFENSE OF THE UNITED STATESOF ERICA/104104

Signature

THOMAS W. O'CONNELLName

ASSISTANT SECRETARY OF DEFENSETitle

6 JULY 2005Date

WASHINGTON, D.C.Location

I Ittcrn QM._ rIP6 QAT■o ftt_ Po Li 0/Title

Se91-6m&-.4.. 2.000S-

Date

Location

40

ANNEX A

SAMPLE TASK PLAN

TASK PLAN ###

UNDER

THE UNITED STATES/UNITED KINGDOM OF GREAT BRITAIN AND NORTHERNIRELAND MEMORANDUM OF UNDERSTANDING (MOU)

CONCERNING COMBATING TERRORISM RESEARCH AND DEVELOPMENT

SIGNED

BETWEEN

THE SECRETARY OF DEFENSE

ON BEHALF OF

THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

AND

THE SECRETARY OF STATE FOR DEFENCE OF THE UNITED KINGDOM OFGREAT BRITAIN AND NORTHERN IRELAND

CONCERNING

(FULL DESIGNATION OF THE TASK)

41

TABLE OF CONTENTS

INTRODUCTION

DEFINITION OF TERMS AND ABBREVIATIONS X

OBJECTIVES X

CLASSIFICATION X

STATEMENT OF WORK X

SHARING OF WORK X

BREAKDOWN AND SCHEDULE OF WORK X

FINANCIAL PROVISIONS X

MANAGEMENT X

PRINCIPAL ORGANIZATIONS INVOLVED X

LOAN OF MATERIALS, SUPPLIES AND EQUIPMENT X

DISPOSITION OF DELIVERIES X

SPECIAL ARRANGEMENTS X

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INTRODUCTION

This Task Plan ### governs the Task entitled inaccordance with the Combating Terrorism Research and Development(CTRD) MOU between the Secretary of Defense on behalf of theDepartment of Defense of the United States of America and theSecretary of State for Defence of the United Kingdom of GreatBritain and Northern Ireland.

(Describe the Task requirements.)

DEFINITION. OF TERMS AND ABBREVIATIONS (Define only those terms used in this Task Plan that are notdefined in the CTRD MOU.)

TERM DEFINITION/ABBREVIATION

OBJECTIVES

The objectives of the Task entitled

1.

2.

are:

CLASSIFICATION

The highest level of Classified Information that may beexchanged under this Task Plan is:

STATEMENT OF WORK

(Describe how the Participants will attain their objectives.)

SHARING OF WORK

The allocation of the work is as follows:

The U.S. DoD will:

43

The UK MoD will:

BREAKDOWN AND SCHEDULE OF WORK

Milestone Due Date Budget ($USD K)

The Task Managers will transmit quarterly status reports to theNational PMs.

FINANCIAL PROVISIONS

The Participants estimate the cost to perform the STATEMENT OFWORK under this Task Plan to be $ . The followingestimates apply:

FYxx FYxx Total U.S. DoD Financial ContributionsU.S. DoD Non-Financial Contributions

UK MoD Financial ContributionsUK MoD Non-Financial Contributions

Total Financial and Non-Financial Contributions:

Any cooperative efforts of the Participants over and above thejointly approved work set forth in the Statement of Work andSharing of Work sections, or which exceed the Participants'total financial and non-financial contributions established inthis Task Plan, will be subject to amendment of this Task Planor require approval of a new Task Plan.

MANAGEMENT

Section IV (MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)) of theCTRD MOU applies. The Task Managers are:

United States: Name

Organization

44

Address

Telephone

Facsimile

E-mail

United Kingdom: Name

Organization

Address

Telephone

Facsimile

E-mail

PRINCIPAL ORGANIZATIONS INVOLVED

United States:

United Kingdom:

LOAN OF MATERIALS, SUPPLIES AND EQUIPMENT

(Identify any Program Equipment to be transferred under thisTask Plan.)

DISPOSITION OF DELIVERIES

(Identify the disposition of the prototype or any other productdeveloped under this Task.)

SPECIAL ARRANGEMENTS

(Optional - include any special contractual, intellectualproperty rights, or other provisions relevant to the specificTask Plan.)

45

4 6

Proposed by:

Task Manager for the U.S. DoD: Task Manager for UK MOD:

Signature Signature

Name Name

Title Title

Date Date

Location Location

Endorsed by:

The National Program Manager The National Program Managerfor the U.S. DoD: for the UK MOD:

Signature Signature

Name Name

Title Title

Date Date

Location Location

47

Approved by:

The SC Representative for the The SC Representative for theU.S. DoD: UK MOD:

Signature Signature

Name Name

Title Title

Date Date

Location Location

48