GSA BAA Legal Agreement

GSA BAA LEGAL AGREEMENT

This GSA Broad Agency Announcement (BAA) Legal Agreement (the "Agreement") is entered into as of Effective Date: by and between Government Agency: with principal place of business at , and Contractor Name: with principal place of business at . Government Agency and Contractor are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Government Agency issued or will issue a Broad Agency Announcement (BAA) referenced as BAA Number: , inviting proposals for research and development projects intended to advance the scientific, technical, or management knowledge in areas identified by the Government Agency; and

WHEREAS, Contractor submitted a proposal titled Project Title: (the "Proposal") in response to the BAA and the Parties desire to set forth their respective rights and obligations with respect to the proposed work and resulting deliverables; and

WHEREAS, funding and performance under this Agreement shall be subject to availability of appropriations and any express conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Deliverables" means all reports, data, documentation, software, prototypes, inventions, and other tangible or intangible items to be delivered by Contractor to Government Agency pursuant to the Statement of Work.

"Background Intellectual Property" means intellectual property, including inventions, patents, copyrights, and trade secrets, owned or controlled by a Party prior to the Effective Date or independently developed outside the performance of this Agreement.

"Foreground Intellectual Property" means intellectual property conceived, developed or first reduced to practice in the performance of this Agreement.

2. SCOPE OF WORK

Contractor shall perform the work described in the Statement of Work attached as Attachment A and incorporated herein by reference. The Statement of Work shall identify specific tasks, milestones, and Deliverables. The Contractor shall perform the work in accordance with sound scientific and industry practices and the schedule set forth in Attachment A.

3. PERIOD OF PERFORMANCE

The performance period shall commence on Start Date: and end on End Date: , unless earlier terminated pursuant to the terms of this Agreement.

4. FUNDING AND PAYMENT

Subject to the availability of appropriated funds, Government Agency shall pay Contractor up to Funding Amount (Total): $ for performance of the work described in Attachment A. Payments shall be made in accordance with the payment schedule set forth in Attachment A and upon submission of properly prepared invoices and supporting documentation. Unless otherwise stated, invoices shall be paid within thirty (30) calendar days of the Government Agency's receipt and approval of an undisputed invoice.

5. INTELLECTUAL PROPERTY AND PATENT RIGHTS

Ownership of Foreground Intellectual Property shall vest in Contractor unless otherwise expressly agreed in writing. Contractor hereby grants Government Agency a nonexclusive, irrevocable, royalty-free license to use, reproduce, prepare derivative works of, distribute copies of, and publicly display Foreground Intellectual Property for Governmental Purposes. "Governmental Purposes" means use for any government activity, including research, demonstration, evaluation, or acquisition, but does not include commercial exploitation by third parties outside Government Agency absent a separate license.

If either Party elects to file for patent protection on a Foreground Invention, the electing Party shall provide written notice to the other Party within sixty (60) days of such election. The Parties shall cooperate in the protection and prosecution of patents, including executing necessary assignments and instruments, subject to allocation of costs as set forth in Attachment A.

6. DATA RIGHTS AND TECHNICAL DATA

Contractor shall identify and mark all technical data and software submitted to Government Agency that Contractor asserts to be limited rights data or contain proprietary restrictions. Except as expressly provided in this Agreement, Contractor grants Government Agency and its authorized representatives Government Purpose Rights in Deliverables, including the right to use, reproduce, perform, modify, release, disclose, or distribute the Deliverables within the Government. Use or disclosure outside the Government will be subject to Contractor's asserted restrictions and any applicable statutory or regulatory requirements.

7. CONFIDENTIALITY

Each Party shall maintain in confidence and shall not disclose to any third party Confidential Information received from the other Party. "Confidential Information" means information that is clearly identified as confidential at the time of disclosure or which, by its nature, should reasonably be considered confidential. Confidential Information shall be held in confidence for a period of five (5) years from the date of disclosure, except for trade secrets which shall be protected for as long as they qualify as trade secrets under applicable law.

8. PUBLICATION

Contractor may seek to publish results of the work performed under this Agreement. Contractor shall provide Government Agency with copies of proposed manuscripts or presentation materials at least sixty (60) calendar days prior to submission or public disclosure to permit review for confidential, proprietary, or Government-sensitive information and for identification of potential patentable subject matter. Neither Party shall unreasonably withhold authorization for publication; however, Government Agency may request redaction of specific information to protect confidentiality, national security, or patent interests.

9. COMPLIANCE WITH LAWS AND REGULATIONS

Contractor shall comply with all applicable federal statutes and regulations in the performance of this Agreement, including those relating to export controls, human subjects research, privacy, conflict of interest, and procurement integrity. Contractor shall obtain all permits, approvals, and licenses required to perform the work and shall notify Government Agency promptly of any compliance investigations or enforcement actions related to performance under this Agreement.

10. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) the performance of the work and the Deliverables will not knowingly infringe third-party intellectual property rights; and (c) Deliverables will conform to the specifications set forth in Attachment A and be free from material defects in workmanship or design for a period of ninety (90) days following acceptance, unless otherwise stated.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

Contractor shall defend, indemnify and hold harmless Government Agency from and against any third-party claims arising out of Contractor's negligent acts, willful misconduct, or breach of this Agreement, provided Government Agency gives prompt written notice of any claim and cooperates in the defense. Neither Party shall be liable to the other for incidental, consequential, special, or punitive damages except in cases of gross negligence or willful misconduct.

12. INSURANCE

Contractor shall maintain insurance coverage customary for the performance of the work, including commercial general liability and, where applicable, professional liability and workers' compensation. Specific insurance types and minimum limits, if required by Government Agency, shall be set forth in Attachment A.

13. TERMINATION

Government Agency may terminate this Agreement for convenience upon thirty (30) calendar days' prior written notice. Either Party may terminate for material breach if such breach is not cured within thirty (30) calendar days after written notice. Upon termination, Contractor shall deliver all completed Deliverables and invoices for costs incurred through the effective date of termination. Payment for work performed prior to termination shall be limited to that portion of the work satisfactorily performed and documented.

14. NOTICES

All notices under this Agreement shall be in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below or such other address as a Party designates in writing.

15. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and no waiver shall be effective unless in writing and signed by the Party granting the waiver.

16. COUNTERPARTS AND ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures shall have the same force and effect as original signatures.

17. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement, including all Attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, understandings, or agreements.

18. MISCELLANEOUS

Contractor shall not assign or subcontract performance of this Agreement in whole or in part without the prior written consent of Government Agency. Any permitted subcontracting shall not relieve Contractor of its obligations under this Agreement. The Parties shall cooperate in good faith to effectuate the purpose of this Agreement.

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