KCA-XXXX

Rev:

[NONREIMBURSABLE] [REIMBURSABLE] [INTERAGENCY] SPACE ACT AGREEMENT BETWEEN

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION,

JOHN F. KENNEDY SPACE CENTER

and

[PARTY]

for

[PROJECT]

I. AUTHORITY

This agreement is entered into by the National Aeronautics and Space Administration, John F. Kennedy Space Center (hereinafter “NASA-KSC”), located at Kennedy Space Center, Florida 32899, and [Party] (hereinafter [Acronym] located at [Address]). This agreement is entered into pursuant to sections 203(c)(5) and (6) of the Space Act of 1958, 42 U.S.C. Section 2473(c), as implemented by NASA Policy Directive (NPD) 1050.1.

II. PURPOSE OF AGREEMENT AND AGENCY COMMITMENT

[Insert Purpose statement that explains the nature of the project or service that is the subject of the agreement. Include discussion of benefits to NASA-KSC and/or research and development implications for the Center.]

III. RESPONSIBILITIES

A. [Party] will use reasonable efforts to perform the following tasks, and other such tasks that may be required to meet the purpose of this agreement:

1. Provide [Describe]

2. Provide [Describe]

3. Provide [Describe]

B. [Party] hereby certifies that the services and/or facilities being provided under this agreement are not reasonably available from any domestic, non-Governmental entity.

C. NASA-KSC will use reasonable efforts to perform the following tasks, and other such tasks as may be necessary to meet the purpose of this agreement:

1. Provide [Describe]

2. Provide [Describe]

3. Provide [Describe]


IV. FINANCIAL OBLIGATIONS [For Nonreimbursable Agreements]:

There will be no transfer of funds or other financial obligations between NASA-KSC and [Party] in connection with this agreement. Each party will fund its own participation under this agreement.

IV. FINANCIAL OBLIGATIONS [For Reimbursable Agreements]:

There shall be a transfer of funds from [Party] to NASA-KSC in connection with this agreement. The parties anticipate that NASA’s reimbursable costs shall not exceed [dollar amount]. The terms of reimbursement for NASA-KSC’s participation shall be as follows:

[Party] will forward to NASA, in advance, an amount equal to the estimated cost of performing each task. Payment shall be made to NASA-KSC prior to the initiation of each task under this agreement and shall be in the form of a check payable to “NASA Kennedy Space Center,” and sent to:

Collections Agent
Mail Code: GG-B-B

John F. Kennedy Space Center
National Aeronautics and Space Administration

Kennedy Space Center, FL 32899

At any time that the projected cost for a task exceeds the advance payment, NASA-KSC and [Party] will consult to reach a mutually agreeable arrangement to make available the necessary funds, or to limit the scope of the task, as appropriate.

NASA-KSC shall send a final billing to [Party] as soon as possible after the completion of the last service provided for under this agreement. To the extent that NASA’s final billing is for an amount less than that already paid by [Party], any remaining funding following completion of the effort hereof, shall be promptly reimbursed to [Party]. If the final billing requires the payment by [Party] of additional funds, payment of those funds shall be due within 30 days of the NASA billing.

[Include in all Agreements]: All activities under, or pursuant to, this agreement are subject to the availability of appropriated funds, and no provision shall be interpreted to require obligation or provision of funds in violation of the Anti-Deficiency Act, 31 U.S.C. § 1341.

V. SCHEDULING AND PRIORITY OF USE

A preliminary schedule of major milestones for the [project] is estimated as follows:

A. [Activity] / [Date:]
B. [Activity] / [Date:]
C. [Activity] / [Date:]
D. [Activity] / [Date:]

The above schedule and milestones are estimated based upon the parties’ current understanding of the projected use of the test facilities and equipment by NASA personnel. In the event NASA’s projected usage changes, [Party] shall be given reasonable notice of that change so that the schedule and milestones may be adjusted accordingly. The parties agree that NASA usage of the test facilities, equipment, and personnel shall have priority over the usage planned in this agreement, should a conflict arise, and NASA in its sole discretion shall determine whether to exercise that priority. Likewise, should a conflict arise as between two commercial users, NASA in its sole discretion shall determine the priority as between the two users.

VI. LIABILITY AND RISK OF LOSS

[For all Interagency agreements with another Federal agency, the following language should be inserted in this section: “Each party agrees to assume liability for its own risks associated with activities undertaken in this agreement.” Otherwise, follow guidance in NPG 1050.1F, Section 1.2.9, pages 15-20; and sample “Liability and Risk of Loss” clauses on pages 53-63. Coordination with the New Business Development Manager and Office of the Chief Counsel may be required.]

VII. INTELLECTUAL PROPERTY AND DATA RIGHTS

[Follow guidance in NPG 1050.1F, Section 1.2.10, pages 20-25; and sample “Intellectual Property and Data Rights” clauses on pages 63-72. Coordination with the New Business Development Manager and Office of the Chief Counsel may be required.]

VIII. KEY PERSONNEL

The following personnel are designated as the key officials for their respective party. These key officials are the principal points of contact between the parties in the performance of this agreement:

NASA-KSC: / [Other Party]
[Name]
[Title]
[Mail Code] / [Name]
[Title]
[Address]
Kennedy Space Center, FL 32899 / [Address]
[Telephone:] / [Telephone:]
[Facsimile:] / [Facsimile:]
[E-mail:] / [E-mail:]

IX. TERM OF AGREEMENT AND RIGHT TO TERMINATION

This agreement sets forth the entire and complete agreement between the parties. This agreement becomes effective on the date of the last signature of the parties. Either party, upon a 30-day written notice to the other party, may terminate this agreement, without liability, at any time and for any reason it deems substantial. In the event of such termination, each party shall return to the other any data it furnished to assist the other in performance of this agreement, but each party may retain any data generated by its partial performance under the agreement, unless the “Intellectual Property and Data Rights” or other section of this agreement provides otherwise. This agreement shall expire upon completion of all obligations of both parties hereto, or [insert period of months or years, not to exceed 3 years. Coordination with the Office of the Chief Counsel is necessary for periods of time exceeding 3 years] from the date of the last signature of the parties, whichever comes first.

X. MODIFICATIONS TO THE AGREEMENT

Any modification to this agreement shall be executed in writing and signed by an authorized representative of each party. Any modification which creates an additional commitment of NASA resources must be signed by the original NASA signatory authority or successor, or a higher level NASA official possessing original or delegated authority to make such a commitment.

XI. NEWS RELEASES AND PUBLICATIONS

The parties agree to coordinate in advance any news releases and/or widely distributed publications that result from activities performed pursuant to this agreement. This coordination shall entail notifying the respective points of contact of the proposed news release or publication in sufficient time to allow the other party an opportunity to review and comment as deemed appropriate. Neither party shall issue a news release or publication prior to the other’s consent.

XII. USE OF THE NASA NAME, INITIALS, AND DEVICES

[Party] agrees to submit to NASA for its approval all promotional and advertising material that uses the NASA name, initials, insignia, seal, or logotype prior to publication. Approval by NASA shall be based on applicable law (e.g., 42 U.S.C. §§2459b, 2472(a), and 2473(c)(1); and 14 C.F.R. §1221.100 et seq.) and policy governing the use of the words “National Aeronautics and Space Administration,” and the letters “N A S A,” and the NASA insignia, seal, and logotype.

XIII. INDEPENDENCE OF CONTRACTS

The parties agree that this agreement is independent of any other contract between the United States Government and [Party]. By participating in this agreement, NASA makes no assurances to [Party] or others as to performance of the objects tested in NASA facilities or other test objects, and relieves [Party] of none of its obligations under any other contract, grant, or other agreement with the Government. NASA does not warrant the availability of information, equipment, facilities, or goods supplied under this agreement, or its suitability for any particular use. This agreement does not constitute NASA’s endorsement of any test results, resulting designs, hardware, or other matters.

XIV. ASSIGNMENT OF RIGHTS

Neither this agreement nor any interest arising under it will be assigned by [Party] or NASA without the express written consent of the officials executing the agreement.

XV. APPLICABLE LAWS, RULES, REGULATIONS AND POLICIES

A. United States Federal law governs this agreement for all purposes, including, but not limited to, determining the validity of the agreement, the meaning of its provisions, and the rights, obligations and remedies of the parties.

B. While engaged in activities on NASA-KSC property pursuant to this agreement, [Party] agrees to comply with all NASA-KSC policies, rules, and regulations in effect at the time the activities are occurring. This includes, but is not limited to, all safety, health, security, and environmental requirements.

XVI. NONEXCLUSIVITY

This agreement is not exclusive; accordingly, NASA may enter into similar agreements for the same or similar purpose with other United States private or public entities.

XVII. EXECUTION

This agreement is hereby executed in duplicate originals by the undersigned.

National Aeronautics and
Space Administration,
JOHN F. KENNEDY SPACE
CENTER / [Party]
BY: ______/ BY: ______
James W. Kennedy
Director
Date: ______/ [Name of Signing Official]
[Title]
Date: ______

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