1
EXHIBIT 10.15
REIMBURSABLE SPACE ACT AGREEMENT
BETWEEN
THE NATIONAL AERONAUTICS AND
SPACE ADMINISTRATION
▇▇▇▇ RESEARCH CENTER
AND CRL NETWORK SERVICES, INC.
FOR THE PURPOSE OF CONNECTING TO THE ▇▇▇▇ INTERNET EXCHANGE
2
TABLE OF CONTENTS
1.0 AUTHORITY.....................................................................1
2.0 PURPOSE.......................................................................1
3.0 RESPONSIBILITIES..............................................................2
3.1 PARTICIPANT RESPONSIBILITIES...........................................2
3.2 NASA RESPONSIBILITIES..................................................3
4.0 SCHEDULE AND MILESTONES.......................................................5
5.0 KEY PERSONNEL.................................................................6
6.0 DATA RIGHTS...................................................................6
6.1 Definitions............................................................6
6.2 General................................................................7
6.3 Participant Produced Data..............................................7
6.4 Data First Produced by NASA............................................7
6.5 Data Disclosing an Invention...........................................8
6.6 Copyright..............................................................8
6.7 Oral and Visual Information............................................8
6.8 Disclaimer of Liability................................................9
6.9 Computer Software......................................................9
6.10 Publications...........................................................9
7.0 PATENT AND INVENTION RIGHTS..................................................10
7.1 Definition............................................................10
7.2 General...............................................................10
7.3 NASA Inventions.......................................................10
7.4 NASA Contractor Inventions............................................10
7.5 Joint Inventions with Participant.....................................10
7.6 Licenses to be Reserved in Participant's License
(March-in-Rights).....................................................11
7.7 Protection of Reported Inventions.....................................11
7.8 Patent Filing Responsibilities and Costs..............................11
8.0 ADDITIONAL PROVISIONS........................................................12
8.1 FINANCIAL OBLIGATIONS.................................................12
8.2 NO PARTNERSHIP........................................................13
8.3 GOVERNING LAW.........................................................13
8.4 LIABILITY AND RISK OF LOSS............................................13
8.5 INDEPENDENCE OF CONTRACTS.............................................14
i
3
8.6 ASSIGNMENT/AMENDMENT..................................................14
8.7 USE OF NASA NAME AND INITIALS.........................................14
8.8 METRICS...............................................................14
8.9 RELOCATION............................................................15
8.10 TERM OF AGREEMENT AND RIGHT TO TERMINATION............................15
9.0 REFERENCES...................................................................16
10.0 SIGNATURES...................................................................16
ii
4
REIMBURSABLE SPACE ACT AGREEMENT
BETWEEN
THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION
▇▇▇▇ RESEARCH CENTER
AND CRL NETWORK SERVICES, INC.
FOR THE PURPOSE OF CONNECTING TO THE ▇▇▇▇ INTERNET EXCHANGE
1.0 AUTHORITY
This Reimbursable Space Act Agreement (RSAA) is entered into by CRL
Network Services, Inc. (hereinafter referred t6 as the Participant) with a place
of business at San Francisco, CA, and the NATIONAL AERONAUTICS AND SPACE
ADMINISTRATION, ▇▇▇▇ Research Center located at ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ("NASA"). The legal authority for NASA to enter into this agreement
is found in sections 203(c)(5) and (6) of the Space Act of 1958, 42 USC
Section 2473(c).
2.0 PURPOSE
This RSAA shall be effected for the purpose of:
(a) adding Participant to a unique collocated network
interconnect in vivo testbed in which Participants
exchange data among their client networks as well as with
NASA networks and other cooperating commercial and Federal
networks that are similarly attached at this testbed which
is known as MAE-West (Metropolitan Area Exchange - West
Coast) which is part of the ▇▇▇▇ Internet Exchange;
(b) facilitating (1) the metering and analysis of internet
traffic flows, (2) the study of new algorithms for caching
internetwork flows, and (3) the development of new
approaches to traffic moderation by aggregating
Participants on a common testbed to share in the resulting
costs and benefits;
(c) providing new technology transmission facilities, either
terrestrial or satellite, that stimulate competition and
cost moderation as new network capabilities are introduced
by Participants; use of such new technology is essential
to efficient operation of NASA and other Federal networks;
The foregoing statements of purpose (a) to (c) support NASA-▇▇▇▇
Research Centers role as NASA lead center for Information Systems Technology.
This interconnect testbed shall be located at NASA ▇▇▇▇ Research Center
along with associated collocated equipment required to establish network
connectivity. This RSAA will benefit NASA by enhancing the ability of the
NASA-▇▇▇▇ Research Center to meet its
1
5
responsibility to provide for a logical extension to the existing Federal
Interconnect Exchange - West Coast facility (FD( - West) that is managed by NASA
▇▇▇▇ Research Center Information Services Division and is also part of
the ▇▇▇▇ Internet Exchange. In attaining this objective, it will ensure that all
costs to the government are offset by fees paid by those Participants connecting
to MAE-West.
This agreement is for both the network connecting the Participants to
the Internet at MAE-West, a unique collocated interconnect facility located at
NASA-▇▇▇▇, and for operating a satellite terminal collocated near MAE-West. No
agreement expressed or implied, is hereby made to order or provide communication
services to NASA or the U.S. Government. Both parties will use reasonable
efforts to meet performance provisions under this RSAA.
3.0 RESPONSIBILITIES
3.1 PARTICIPANT RESPONSIBILITIES
The Participant will provide the following materials, effort and
information to NASA:
1. The Participant shall provide all equipment required to properly
attach its network facilities to the facilities at MAE-West, such as routers,
CSU/DSU's, etc. including all required cabling, and shall provide up to date
configuration drawings to NASA to insure that adequate information is available
for trouble shooting requirements. The Participant shall provide for reasonable
maintenance and support agreements for any of its equipment located at NASA ▇▇▇▇
Research Center and shall ensure that any third party personnel requiring access
to their equipment are cognizant of all terms and conditions in this Agreement,
including the requirement of U.S. citizenship.
2. The Participant shall provide required telecommunications
transmission services such as DS-3 leased lines, ATM facilities, etc. and shall
provide NASA with copies of any related orders for such services when they
occur, to assure coordinated delivery and installation of such services by
NASA's Resident Staff.
3. The Participant shall provide out-of-band (OOB) network
management for all active devices such as routers, CSU/DSU's, etc. to minimize
the support required from NASA for emergency trouble shooting of equipment. The
Participant shall provide all required telecommunications links (such as
switched analog voice lines for dialup modems, etc.) to support this OOB
management.
4. The Participant shall provide a detailed implementation plan
including configuration, installation, and operation of equipment that is to be
attached to MAE-West, within 30 days of the signature of this Agreement, and the
RSAA must be approved by NASA before any work commences unless waived in writing
by NASA. If the Participant enters separate agreements between itself and
Network Service Providers (peering agreements), Participant shall designate the
names of such Network Service Providers (NSPs) to NASA as part of the
implementation plan.
2
6
5. The Participant shall provide for the decaling (all Participant
property must be decaled) and initial installation of equipment at least one
business week ahead of the scheduled work period. Any subsequent modification by
the Participant at MAE-West shall be requested in writing and scheduled with
NASA at least one business week ahead of the scheduled work period.
6. The Participant agrees to comply with all NASA safety and
security requirements, including network alerts and other written advisories,
all required environmental regulations, and the provisions of NASA-▇▇▇▇ Standard
Operating Procedures' as defined in Reference A (see Section 9).
7. This agreement may be amended and updated periodically consistent
with the authority listed in Section 8.6 of this document.
3.2 NASA RESPONSIBILITIES
NASA will provide the following effort and information to the
Participant:
1. NASA will provide the following supplies and services:
(a) seismic-braced equipment racks in which to collocate up to
M.5 inches (18 rack units) of Participant owned and
provided telecommunication equipment, such as a router,
CSU/DSU, cabling, modem, etc.; additional rack space must
be requested in writing and a new cost recovery agreement
must be established and approved; NASA is not committed to
providing additional space if it not currently available
in building N254;
(b) controlled and monitored access to the equipment racks;
(c) reliable filtered 110 VAC electric power, dedicated to
each rack, with generator backup Uninterruptible Power
Supply (UPS); UPS may be taken off the line for short
periods for maintenance in which case only commercial
power or generator power is available;
(d) reliable air conditioning system to insure that collocated
equipment operates in a hospitable environment;
(e) loan of tools, monitors, and test equipment incidental to
trouble shooting;
(f) remote monitoring of critical facility systems, e.g.,
power, HWAC, security, fire;
(g) limited technical support for new installations and
configuration changes;
(h) arrangement of services by certified electrical contractor
to perform necessary power, conduit and seismic brace
installation when required of Participant;
3
7
(i) maintenance of an inventory of Participant's decaled
equipment and support of their property management system.
2. NASA will provide access to related telecommunications carrier
facilities (e.g. Pacific ▇▇▇▇, Metropolitan Fiber Systems, etc.) that are
collocated in the same facility as MAE-West for termination of Participant
provided telecommunications services (e.g., DS-3 leased line facilities, FDDI
fiberoptics, etc.). However, NASA is not responsible for providing said services
themselves nor is it responsible for setting costs for such services except such
costs as accrue to the government.
3. NASA will provide access to the MAE-West facilities, currently an
FDDI Ring, and future access to one port on new technology switch when it is
acquired and installed. This switched facility (e.g., a DEC GIGAswitch) will be
operated and managed by NASA 24 hours per day, seven (7) days per week, 52 weeks
per year (24x7x52), and provide reliable, high performance transport of network
traffic between the Participant's equipment and other NSPs that are attached
directly to MAE-West NASA will maintain this configuration and ensure that
changes are adequately coordinated with Participants.
4. NASA will provide access to designated staff of the Participant
or their designees for maintenance and trouble shooting of Participant's
equipment Emergency access to equipment located at MAE-West will be provided by
NASA within a two (2) hour period after a request has been made, including
off-hours. NASA will also provide Resident Technician emergency support for
trouble shooting problems with Participant equipment, such as power cycling or
physical resetting of equipment within two (2) hours of a request being made, in
case normal OOB management capabilities cannot provide equivalent functionality.
Note the existence of access restrictions: all Participant staff,
including third party staff with whom Participant may contract for services,
e.g., maintenance, that are allowed on-site access must be U.S. citizens and
they must obtain prior written consent by NASA to visit the site, either
on-shift or off-shift; no foreign nationals are allowed on-site access. NASA
will escort approved Participant staff or their designees while work is being
performed on-site at NASA ▇▇▇▇ Research Center, and will insure proper
identification, documentation and authentication as well as in/out logging.
Off-shift access to ▇▇▇▇▇▇▇ Field will require escort by NASA Resident Staff
through the Main Gate. On-shift access is Monday through Friday, 0700 to 1615
hours.
5. NASA will provide monthly traffic statistics of data exchanged
among MAE-West participants only with written consent from NSPs. NASA may
monitor network layer traffic for purposes of Research and Development
consistent with its mission. NASA reserves the right to monitor end user data of
Government agency networks attached to MAE-West to insure appropriate use of
Government network facilities involved with MAE-West.
6. NASA will perform the installation and cabling of all of the
Participant's equipment as per the layout that is included in the Participant's
implementation plan. Installation will be performed in accordance with current
standards as set forth in paragraph 9.0 Reference A of this agreement
4
8
7. NASA will provide one business week's notice for normal
maintenance of facility systems.
8. NASA will, at its discretion, provide information other than
traffic statistics on NSPs that are connected to FIX-West or MAE-West NASA shall
not accept requests for non-disclosure for any data that are not traffic
statistics or designated as Participant Produced Data in paragraph 6.3 of this
agreement NASA is not responsible for peering agreements among Participants but
will facilitate such agreements whenever it can do so.
4.0 SCHEDULE AND MILESTONES
The scheduled major milestones are as follows:
A. Formal request by Participant
B. Reimbursable Space Act Agreement (RSAA) template issued to Participant
for markup
C. Negotiated RSAA completed for approvals
D. RSAA approved by NASA
F RSAA approved by Participant
F. Initial funding (i.e. initial charge plus installment for the first six
months) as indicated in Section 8.1 of this Agreement transferred to
NASA
(30 days after the agreement has been signed by the Participant)
G. Equipment deployed to ▇▇▇▇ for installation
(5 days after initial funding is transferred to NASA by Participant)
H Connection to MAE-West established, cost recovery begins
(5 days after initial funding is transferred to NASA by Participant)
I. Final semiannual installment for second six months due and payable to
NASA (6 calendar months after initial funding is transferred to NASA by
Participant)
J. Semiannual installment for first six months of second year due and
payable to NASA
(12 calendar months after initial funding is transferred to NASA by
Participant)
K. Annual report and fee adjustment up or down
(12 calendar months after initial funding is transferred to NASA by
Participant)
5
9
The schedule and milestones for the performance of this Agreement will
be subsequently determined by the parties.
The above schedule and milestones are estimated based upon the parties'
current understanding of the projected use of facilities and equipment by
Participant, NASA, and other Participants and Federal Agencies. In the event of
changes in NASA's projected usage, the Participant 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 exchange facilities and
equipment shall have priority over the usage planned in this Agreement. Should
conflict arise, NASA in its sole discretion shall determine whether to exercise
that priority'.
5.0 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 parties in the performance of this Agreement.
NASA ▇▇▇▇ CRL Network Services, Inc.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: External Interface Manager Title: President
Address: M/S 233-17 Address: CRL Network Services, Inc.
NASA ▇▇▇▇ Research Center One Kearny Street
▇▇▇▇▇▇▇ Field, CA 94035-1000 ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. No.: (▇▇▇) ▇▇▇-▇▇▇▇ Tel. No.: (▇▇▇) ▇▇▇-▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇ Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
6.0 DATA RIGHTS
6.1 DEFINITIONS
The term "Participant," as used herein, means any non-Government entity
that is a party to this Agreement The rights in data set forth herein are
applicable to any employees, contractors or subcontractors, or other entities
having a fiduciary or contractual relationship with Participant that are
assigned, tasked, or contracted with to perform specified Participant activities
under this Agreement.
The term "NASA," as used herein, means NASA civil servant employees as
well as contractors, subcontractors, or other entities having a fiduciary or
contractual relationship with NASA that are assigned, tasked, or contracted with
to perform specified NASA activities under this Agreement.
The term "data," as used herein, means recorded information, regardless
of form, the media on which it may be recorded, or the method of recording. The
term includes, but is not limited to, data of a scientific or technical nature,
computer software and data comprising commercial and financial information.
6
10
6.2 GENERAL
Data exchanged between Government and Participant under this Agreement
shall be exchanged without restriction as to its disclosure, use, or duplication
except as otherwise provided below in this provision.
6.3 PARTICIPANT PRODUCED DATA
In the event it is necessary for the Participant to furnish NASA with
data which either existed prior to, was produced outside of, or is first
produced by Participant in carrying out Participant's responsibilities under
this Agreement, and such provided data embodies trade secrets or comprises
commercial or financial information which is privileged or confidential and such
data are so identified with a suitable notice or legend, the data will be
maintained in confidence and disclosed and used by NASA and its contractors
(under suitable protective conditions) only for the purpose of carrying out
NASA's responsibilities under this Agreement. Upon completion of activities
under this Agreement, such data will be disposed of as requested by the
Participant.
The parties agree that the following are Participant Produced data:
(a) list of NSPs at Participant's location, including
technical point of contact, telephone numbers and email
addresses;
(b) list of physical and logical addresses for their portion
on MAE-West;
(c) customer privacy-protected information such as customers'
traffic, lists of customers, or personal information about
client employees;
(d) implementation plan, and
(e) configuration change requirements.
6.4 DATA FIRST PRODUCED BY NASA
As to data first produced by NASA (or NASA contractors) in carrying out
NASA's responsibilities under this Agreement and data which would embody trade
secrets or would comprise commercial or financial information that is privileged
or confidential if obtained from the Participant, such data will, to the extent
permitted by law, be maintained in confidence and be disclosed and used by NASA,
its contractors and the Participant (under suitable protective conditions) only
for the purpose of carrying out NASA's responsibilities under this Agreement.
Upon completion of activities under this Agreement, Participant shall dispose of
such data as requested by NASA.
The parties agree that the following are data first produced by NASA:
(a) list of NSPs at NASA location, including technical point
of contact, telephone numbers and email addresses;
7
11
(b) list of physical and logical addresses on their portion of
MAE-West;
(c) copies of any reports, charts, graphs, or diagrams which
were produced as a result of this Agreement and that
reference NASA's name or logo, or EMAIL to NSPs attaching
to MAE-West at NASA's location but not customer
privacy-protected information such as customer's traffic,
lists of customers, or personal information about client
employees;
6.5 DATA DISCLOSING AN INVENTION
In the event data exchanged between NASA and the Participant disclose an
invention for which patent protection is being considered and the furnishing
party specifically identifies such data, the receiving party agrees to withhold
such data from public disclosure for a reasonable time (presumed to be one year
unless mutually agreed otherwise) in order for patent protection to be obtained.
6.6 COPYRIGHT
In the event data are exchanged with a notice indicating that the data
are protected under copyright as published, copyrighted work, the following
paid-up license rights shall inure to the receiving party:
(a) If it is indicated on the data that the data existed prior
to, or was produced outside of, this Agreement, the
receiving party and others acting on its behalf, may
reproduce, distribute, and prepare derivative works for
the purpose of carrying out the receiving party's
responsibilities under this Agreement; and
(b) If the furnished data does not contain the indication of
(a) above, it will be assumed that the data were produced
under this Agreement, and the receiving party and others
acting on its behalf, may reproduce, distribute, and
prepare derivative works for any of its purposes
whatsoever.
6.7 ORAL AND VISUAL INFORMATION
If information which the Participant considers to embody trade secrets
or to comprise commercial or financial information which is privileged or
confidential is disclosed orally or visually to NASA, such information must be
reduced to tangible, recorded form (i.e., converted into data as defined
herein), identified and marked with a suitable notice or legend as required by
paragraphs 6.3 and 6.4 above and furnished to NASA within 10 days after such
oral or visual disclosure, or NASA shall have no duty to limit or restrict, and
shall not incur any liability for, any disclosure and use of such information.
If information which NASA considers to embody trade secrets or to
comprise commercial or financial information which is privileged or confidential
is disclosed orally or visually to the Participant, such information must be
reduced to tangible, recorded form (i.e., converted into
8
12
data as defined herein), identified and marked with a suitable notice or legend
as required by paragraphs 6.3 and 6.4 above and furnished to the Participant
within 10 days after such oral or visual disclosure, or the Participant shall
have no duty to limit or restrict, and shall not incur any liability for, any
disclosure and use of such information.
Not withstanding the above, CRL Network Services, Inc. or the
Government's liability in the event of breach of paragraphs 6.3 through 6.5 will
be limited to the lesser of proven damages or $5,000,000.
6.8 DISCLAIMER OF LIABILITY
Notwithstanding the above, neither NASA nor CRL Network Services, Inc.
shall be restricted in, or incur any liability for, the disclosure and use of:
(a) data not identified with a suitable notice or legend as
set forth in paragraph 6.3 above; nor
(b) information contained in any data for which disclosure
and use is restricted under paragraphs 6.3 and 6.4
above, if such information is or becomes generally known
without breach of the above, is known to or is generated
by CRL Network Services, Inc. or NASA independently of
carrying out CRL Network Services Inc's or NASA's
responsibilities under this Agreement, is rightfully
received from a third party without restriction, or is
included in data which the Participant has, or is
required to furnish to the U.S. Government without
restriction on disclosure and use.
6.9 COMPUTER SOFTWARE
If the Government provides the Participant any Government computer
software pursuant to this Agreement, the Participant agrees not to disclose the
computer software to any third party, to use the computer software for no other
purpose than carrying out the responsibilities of this Agreement, and to return
the computer software and all copies thereof to the Government when the
Agreement is terminated or completed, whichever comes first
6.10 PUBLICATIONS
The parties agree to provide each other with an advance information copy
of any manuscript to be released in a journal article, symposium presentation,
or under the NASA scientific and technical report series (described in NMI NHB
2200.2, NASA Scientific and Technical Information Handbook) when the manuscript
utilizes data derived from this Agreement. The information copy shall be sent
sufficiently in advance to afford the recipient(s) time to review the manuscript
and comment thereon before the manuscript is published or presented at a
symposium.
9
13
7.0 PATENT AND INVENTION RIGHTS
7.1 DEFINITION
The term "Participant," as used herein, means any non-Government entity
that is a party to this Agreement. The patent and invention rights set forth
herein are applicable to any employees, contractors or subcontractors, or other
entities having a fiduciary or contractual relationship with Participant that
are assigned, tasked, or contracted with to perform specified Participant
activities under this Agreement.
7.2 GENERAL
Title to inventions made (or conceived or first actually reduced to
practice) as a consequence of, or in direct relation to, the performance of
activities under this Agreement will remain with the respective inventing
parties (Participant or NASA), and no patent or invention rights are exchanged
between or granted by such parties under this Agreement except as provided
herein.
7.3 NASA INVENTIONS
NASA will use reasonable efforts to report inventions made by NASA
employees as a consequence of, or which bear a direct relation to, the
performance of specified NASA activities under this Agreement and, upon timely
request, will grant the Participant first option to acquire either an exclusive
or partially exclusive, revocable, royalty-bearing license, on terms to be
subsequently negotiated, for any patent application and patents covering such
inventions, and subject to the license reserved in paragraph 7.6 (a) below.
7.4 NASA CONTRACTOR INVENTIONS
In the event NASA contractors are tasked to perform work in support of
specified NASA activities under this Agreement and inventions are made by
contractor employees or jointly between NASA employees and contractor employees,
and NASA has the right to acquire or has acquired title to such inventions, NASA
will use reasonable efforts to report such inventions and, upon timely request,
will grant the Participant first option to acquire either an exclusive or
partially exclusive, revocable, royalty-bearing license, on terms to be
subsequently negotiated, for any patent application and patents covering such
inventions, and subject to the license reserved in paragraph 7.6 (b) below.
7.5 JOINT INVENTIONS WITH PARTICIPANT
NASA and the Participant will use reasonable efforts to identify and
report to each other inventions made jointly between NASA employees (opound
sterling employees of NASA contractors) and employees of the Participant and,
upon timely request, NASA will grant the Participant first option to acquire
either an exclusive or partially exclusive, revocable, royalty-bearing license
in any undivided interest NASA has the right to acquire or has acquired in such
invention, upon terms to be subsequently negotiated, for any patent application
and patents covering such
10
14
inventions; or NASA may agree to refrain from exercising its undivided interest
in a manner inconsistent with the Participant's commercial interests and to
cooperate with the Participant in obtaining patent protection on its undivided
interest. Either alternative will be subject to the applicable license or
licenses reserved in paragraph 7.6 below.
7.6 LICENSES TO BE RESERVED IN PARTICIPANT'S LICENSE
(MARCH-IN-RIGHTS)
Any license granted to the Participant pursuant to paragraphs 7.3, 7.4
or 7.5 above will be subject to the reservation of the following licenses:
(a) as to inventions made solely by, or jointly with, NASA
employees, the irrevocable, royalty-free right of the
Government of the United States to practice and have
practiced the invention on behalf of the United States and
on behalf of any foreign Government or international
organization pursuant to any existing or future treaty or
agreement with the United States; and
(b) as to inventions made solely by, or jointly with, NASA
contractors, rights in the Government of the United States
as set forth in (a) above, as well as the revocable,
non-exclusive, royalty-free license in the contractor as
set forth in 14 CFR 1245.108.
7.7 PROTECTION OF REPORTED INVENTIONS
When an invention is reported and disclosed between the parties in
accordance with the provisions of this clause, the receiving party agrees to
withhold such report or disclosure from public access for a reasonable time
(presumed to be one year unless mutually agreed otherwise) in order for a patent
application to be filed.
7.8 PATENT FILING RESPONSIBILITIES AND COSTS
The invention and patent rights set forth herein shall apply to any
patent applications filed and patents obtained in any country, and each party is
responsible for its own costs of preparing, prosecuting, issuing and maintaining
patents covering sole inventions in any country; except that NASA and the
Participant may, upon the reporting of any invention (sole or joint) or in any
license option granted, mutually agree otherwise for any country as to patent
application costs, and maintenance responsibilities and costs. As to any
invention made jointly between NASA employees (or employees of a NASA
contractor) and employees of the Participant and for which the Participant files
a patent application, the Participant agrees to include the following statement
therein:
The invention described herein may be manufactured and used by or for
the United States Government for United States Government purposes without the
payment of royalties thereon or therefor.
11
15
8.0 ADDITIONAL PROVISIONS
8.1 FINANCIAL OBLIGATIONS
There will be a transfer of funds or other financial obligation from the
Participant, CRL Network Services, Inc. to NASA in connection with this
Agreement. The terms, conditions, and schedule of payment are as follows:
CRL Network Services, Inc. shall reimburse NASA promptly for use of its
facilities and staff in support of Participant's access to MAE-West:
one connection to the FDDI Ring with a reserved port on the
switch at the recurring rate of [**] per month, with an initial
charge of [**], to cover initial equipment and installation
support, and to cover initial procurement and deployment of the
transmission facility in FY 98;
CRL Network Services, Inc. shall submit to:
NASA ▇▇▇▇ Research Center
Collection Agent
MS 203-18 (CRL Network Services, Inc.)
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
payment in the form of a check to be written payable to the National Aeronautics
and Space Administration. The initial charge of [**] and the installment for
the first six months (total of [**]) shall be submitted within 30 days of the
date of this Agreement The remaining installments of [**] each are due and
payable at the beginning of each six month period. A schedule of payments will
be determined upon execution of this Agreement. Participant acknowledges its
obligation and ability to satisfy the foregoing schedule of payments.
A fee adjustment to cost recovery related to 8.1 shall be made annually
by NASA in writing to each Participant, near the close of each year's operation.
This adjustment may be up or down, reflecting actual costs, and is to apply to
the subsequent year 5 cost recovery requirement for each Participant attached to
MAE-West The adjustment, if an increase, shall not exceed 10% of the prior month
charge.
Special activities in support of access to MAE-West that may be required
as a result of future amendments to this Agreement or of the CRL Network
Services, Inc. implementation plan shall not exceed an annual cost of [**] and a
total cost under this Agreement of [**].
All activities under or pursuant to this Agreement are subject to the
availability of appropriated funds. Nothing in this Agreement commits the United
States Congress to appropriate funds for this effort, and no provision herein
shall be interpreted to require obligation
----------------
[**] Pursuant to a request for confidential treatment, price information in this
document has been omitted and separately filed with the Securities and
Exchange Commission.
12
16
or payment of funds in violation of the Anti-Deficiency Act, 31 USC 1341. If
funds are not available, this Agreement may be terminated by NASA, as provided
in paragraph 8.10(b) below.
8.2 NO PARTNERSHIP
This Agreement is not intended to constitute, create, give effect to or
otherwise recognize a joint venture, partnership, formal business organization,
or agency agreement of any kind, and the rights and obligations of the parties
shall be only those expressly set forth herein. Both parties will remain
independent contractors, each responsible for its own employees, costs, risks,
liabilities, and expenses incurred in the performance of this Agreement Each
party bears the cost of discharging its own responsibilities except as expressly
set forth in this agreement
8.3 GOVERNING LAW
NASA will perform this Agreement consistent with obligations, laws,
published policy, and regulations of the United States. This Agreement shall be
governed by the federal laws of the United States.
8.4 LIABILITY AND RISK OF LOSS
Neither NASA nor the Participant will make any claim against the other:
(a) with respect to injury or death of its own, its
contractors' or its subcontractors employees,
(b) with respect to damage to its own, its contractors' or
its subcontractors' property
arising out of or connected with the performance of this Agreement, whether such
injury, death or damage arises through negligence or otherwise.
Limitation of Liability to Direct Damages
To the extent that a risk of damages or loss is not dealt with expressly
in this Agreement, such party's liability to the other party, whether or not
arising as the result of alleged breach of this Agreement, shall be limited to
direct damages only, and shall not include any loss of revenue or profits or
other indirect or consequential damages.
As operator of MAE-West and FIX-West which form the interconnecting
testbed for the various Participants, NASA reserves the right to notify
Participant by electronic means, by FAX or by telephone of any action to be
taken to disconnect the Participant's equipment Such action will be taken if
said equipment is known to be causing interference of data flows between other
connected Participants. The equipment will be reconnected only after appropriate
repairs are made or after mutually agreeable alternative routing of traffic is
effected. This action by NASA will be carried out without liability for direct
damages, or for any loss of revenue or profits or other consequential damages
which result NASA will make a good faith effort to assist the Participant in
restoring its services in an expeditious manner.
13
17
8.5 INDEPENDENCE OF CONTRACTS
The parties agree that this Agreement is independent of any other
contract between the United States Government and the Participant By
participating in this Agreement, NASA makes no assurances to the Participant or
others as to the performance of the objects tested in NASA facilities or other
test objects, and relieves the Participant of none of its obligations under any
other contract with the Government This Agreement does not constitute NASA's
endorsement of any test results, resulting designs, hardware, or other matters.
8.6 ASSIGNMENT/AMENDMENT
(a) This Agreement may be modified at any time by a written
document signed by the officials authorized to bind the
parties.
(b) Neither this Agreement nor any interest arising under it
will be assigned by either party without the express
written consent of the officials authorized to bind the
parties.
8.7 USE OF NASA NAME AND INITIALS
The Participant agrees to submit all promotional and advertising
material which uses the NASA name or initials to NASA for its approval prior to
publication including any reference that is contained in internet work
information servers currently known as world wide web servers or the like.
Approval by NASA shall be based on applicable law (e.g., 42 USC Sections
2459(b), 2472(a) and 2473(c)(1); and 14 CFR Section 1221.100 et seq.) and policy
governing the use of the words "National Aeronautics and Space Administration"
and the letters "NASA."
NASA agrees to submit to CRL Network Services, Inc. for its approval all
promotional and advertising material which uses the CRL Network Services, Inc.
name or initials prior to publication, including any reference that is contained
in internet work information servers currently known as world wide web servers
or similar.
8.8 METRICS
The Participant will supply quarterly data to the ▇▇▇▇ Commercial
Technology Office on: jobs created, jobs retained, net sales increases, new
products or services, productivity gains, patents, royalties, and licenses
arising from the activities under this Agreement NASA ▇▇▇▇ Research Center
recognizes the sensitive nature of these data and will protect them consistent
with the provisions found in this document. Proprietary data will remain
proprietary to the Participant and are exempt from release to the extent
permissible under the Freedom of Information Act (FOIA).
Point of Contact for Commercial Metrics Reporting is:
Commercial Metrics Program Leader
NASA-▇▇▇▇ Research Center
14
18
Commercial Technology Office, Code DK
Mailstop ▇▇▇▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ FAX
8.9 RELOCATION
NASA reserves the right to relocate the functions associated within
building N254 to another area of ▇▇▇▇▇▇▇ Field (i.e. rehoming); only relocation
costs of NASA equipment and facilities will be born by NASA. All costs
associated with rehoming of the Participant's circuits and relocation of
Participant's equipment and facilities will be born by the Participant
Abandonment of lands by Participant must include removal of all equipment and
facilities including buried or below-surface structures and conduits, as well as
removal of any toxic waste or hazardous materials. Notice of the requirement to
relocate functions within building N254 will be given at least one year prior to
such action by NASA.
8.10 TERM OF AGREEMENT AND RIGHT TO TERMINATION
(a) This Agreement becomes effective on the date of the
latest signature of the parties. The term of this RSAA
will be two (2) years beginning on the date of the last
signature appearing below, or as provided for in
paragraph 8.10(b) below. This Agreement may be extended
for an additional one year period by modification, as
provided for in paragraph 8.6 (a) above.
(b) Either party may terminate this Agreement at any time
before the date provided in paragraph 8.10(a) above by
written notice to the other party sixty (60) days before
the desired date of termination. The terminating party
will not incur any liability to the other party for
terminating this Agreement under any provision of
paragraph 8.10. NASA shall refund any money paid by CRL
Network Services, Inc. for months beyond the termination
date of this Agreement.
(c) All parties will use reasonable efforts to participate
in the efforts stated in this Agreement NASA's ability
to participate in this Agreement is subject to the
availability of appropriated funds. If appropriated
funds are not available, NASA may terminate this RSAA as
provided in paragraph 8.10 (b).
9.0 REFERENCES
A ARC External Interface Standard operating Procedures as modified June
1998. A copy of this document may be obtained from the External
Interface Manager.
B ▇▇▇▇ Safety Manual, chapters 1, 2, 4, 5, 6, 11, 18, 19, 20, 24, 25, 27;
homepage address - http:/▇▇.▇▇▇.▇▇▇▇.▇▇▇/.
15
19
C ▇▇▇▇ Environmental Handbook, AHB 8800.3, chapter 1; homepage address
-http:/▇▇.▇▇▇.▇▇▇▇.▇▇▇/.
▇▇▇▇ Management Instruction 8800.4; homepage address
-http:/▇▇.▇▇▇.▇▇▇▇.▇▇▇/.
NASA Environmental Management, NPD 8800.16; homepage address
-http:/▇▇.▇▇▇.▇▇▇▇.▇▇▇
10.0 SIGNATURES
IN WITNESS WHEREOF, each party has caused this Agreement to be executed
in duplicate originals by its duly authorized representative on the dates
indicated below.
NATIONAL AERONAUTICS AND CRL NETWORK SERVICES, INC. SPACE ADMINISTRATION
BY: BY: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------------- ---------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Director ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇ Research Center Vice President
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ One Kearny Street
Tel. No. (▇▇▇) ▇▇▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Tel. No. (▇▇▇) ▇▇▇-▇▇▇▇
DATE: DATE: July 16, 1998
--------------------------------------
16