Memorandum of Understanding
Between
The Government of the United States of America,
Represented by the Department of Defense
And
The Government of Israel
Represented by
Ministry of Defense, Research and Development Directorate
Concerning Cooperation in the Development of the Improved Multi-mission Optronic Stabilized Payload (MOSP) for Remotely Piloted Vehicles (RPVs)

(May 24, 1988)


TABLE OF CONTENTS

I: INTRODUCTION/PURPOSE

II: SCOPE

III: MANAGEMENT

IV: FINANCIAL MATTERS

V: CONFIGURATION MANAGEMENT

VI: TECHNICAL DATA AND COMPUTER SOFTWARE

VII: PROCUREMENT AND TRANSFERS TO THIRD PARTIES

VIII: SECURITY AND ACCESS TO ESTABLISHMENTS

IX: TERMINATION

X: TERM AND EFFECTIVE DATE

SECTION I: INTRODUCTION

1.1 The Government of the United States of America (USG) and the Government of Israel (GOI), hereinafter referred to as the participants, have a common interest in cooperating an the Research and Development of Remotely Piloted Vehicles (RPV's) and related emerging technology in the field of defense to enhance the ongoing efforts of the participants to improve their conventional defense capabilities.

1.2 The Israeli Government and ISRAEL AIRCRAFT INDUSTRIES LTD. ("IAI") have an ongoing Program, funded with GOI (and its contractor's) internal appropriations, for the development of a Multi Mission Optronic Stabilized Payload (as defined in detail in IAI Document Number Tamam-A-1251.0000.00.29.1003-4, hereinafter the "MOSP"). The MOSP is an RPV/Aircraft stabilized payload for day and night surveillance, target tracking and identification, equipped with laser designation and range finding capabilities. The USG is interested in cooperating with the GOI in development of an upgraded miniaturized version of the MOSP as a major enhancement to RPV systems (hereinafter "Improved MOSP").

1.3 Both Governments find it in their mutual best interests to pursue this cooperative research and development program to improve the MOSP in order to achieve reduction and miniaturization. This cooperative effort is undertaken on the expectation that the two governments, working together, will realize economies of both time and money. The GOI and USG have reached the following understanding as they relate to the MOSP and the Improved MOSP.

1.4 Both Governments recognize that implementation of this MOU is subject to their national laws, regulations and policies

SECTION II: SCOPE

 

2.1 This MOU specifically sets forth the terms for cooperation between the Governments in a program for the joint development of the Improved MOSP (hereinafter the "Program-).

2.2 The goals of the Program are the furtherance of standardization, rationalization, and interoperability between the USG and GOI defense forces and the miniaturization of the MOSP to bring it to its improved configuration for integration and test in US Navy and GOI RPVs: The Program includes the following items:

a. Overall size and weight reduction program (e.g. miniaturize tracker, redesign of printed circuit boards, integrate miniaturized Forward Looking Infrared (FLIR)).

b. Develop inflight boresighting unit.

c. Adapt the PIONEER and GCS-2000 in use by USG, for the Improved MOSP.

d. Qualification and flight testing for the Improved MOSP. 

e. Integrated logistics support/spares/training for the test Program.

2.3 The USG and GOI program managers will develop, within 120days after the effective date of this MOU, a detailed joint program plan that provides for common development and testing of the Improved MOSP and its integration into RPV's. The Program plan will include a work breakdown structure, joint program schedules and milestones, and planned contractual actions. The detailed program plan will be incorporated as Annex A to the MOU when approved by both program managers.

2.4 The Program will included development of six payload prototypes:

a. Two prototypes for evaluation in Israel.

b. Two prototypes for evaluation in the U.S.

c. One prototype for environmental testing.

d. One prototype for backup.

The Program will also include development of eight sets of components. One set for use in each of the six prototypes and two sets as spares.

SECTION III: MANAGEMENT

3.1 The USG and the GOI will maintain and fund their own management organizations for the Improved MOSP Program.

3.2 Project Managers specified below are appointed by each government to ensure the overall satisfactory implementation of the MOU and resolve any issues arising during the course of the Program.

a. For the USG - Commander Naval Air Systems Command (NAVAIR) Deputy Project Manager for Unmanned Air Vehicles (PMA-263C)

b. For the GOI - Israeli Ministry of Defense R & D Directorate - RPV Branch.

3.2.1 The Project Managers will establish and maintain channels of communications with appropriate higher authority to ensure a high degree of liaison and supervision throughout all program phases.

3.2.2 The Project Managers will meet as frequently as necessary for the efficient conduct of the Program, but not less than twice a year. The meetings will take place where mutually agreed by the Project Managers.

3.2.3 The country hosting the Project Managers meeting will provide at actual charge, if any, as a cost to the project appropriate meeting facilities, including security and administrative support. The country hosting the meeting shall be responsible for taking and producing the minutes.

3.2.4 In the event the Project Managers are unable to mutually resolve an issue, they are responsible for communicating through their individual chains-of-command to the below designated Program Managers.

a. For the USG - Commander Naval Air Systems Command (NAVAIR) Program Manager for Unmanned Air Vehicles

(PMA-263) 

b. For the GOI - Ministry of Defense (MOD), R & D Director

These Program Managers are responsible for resolving all issues concerning the MOU for their respective' governments.

3.2.5 This Project will be primarily managed and executed by the Israeli MOD, R & D Directorate. The Program will be technically monitored by the Israeli Air Force Project Officer. The MOD project manager will ensure that the USG project manager's (NAVAIR PMA-263C) requirements are accommodated. The MOD project manager will maintain close liaison and consult with the USG project manager on all policy and programmatic issues.

3.2.6 The USG project manager will monitor the efforts conducted within the United States whether under direct USG or GOI contract or under subcontract with an Israeli corporation.

3.2.7 The participants recognize IAI as primary contractor for the Improved MOSP and the primary source of technical data for the Improved MOSP Program. Therefore the participants agree that any contract(s) awarded or subcontract(s) approved by the participants as part of the Improved MOSP Program will include the requirement that the selected contractor(s)/subcontractor(s) shall be required to have concluded an associate contractor agreement (ACA) with IAI in order to be eligible for award. Further, the participants recognize that IAI has agreed to enter' into good faith negotiations for ACA(s) with U.S. contractor(s)/subcontractor (s) intending to submit proposal(s) for the Improved MOSP Program. Such ACA(s) will include provisions for the transfer between the Parties of technical data, software, hardware and rights, as well as the basis and procedures for cooperation.

3.3 Each government shall be responsible for adapting its RPVs for use with the Improved MOSP.

SECTION IV: FINANCIAL MATTERS

4.1 The execution of this MOU is subject to the availability of USG and GOI appropriated funds. Each party agrees to notify the other if funds have not or will not be made available.

4.2 Subject to availability of funds, the GOI and USG agree to equitably share the cost of the Improved MOSP Program. USG military or economic assistance, grants, loans or other funds received from the USG may not be used by the GOI to provide its share of the cost of this cooperative program as set forth in PL 99-661 Section 1105. Any funds made available by the USG under the provisions of PL 99-661 Section 1105 or similar successor statute may not be used to procure equipment or services from any foreign government, foreign research organization, or other foreign entity. The USG and/or GOI may add additional funds from other appropriations as they deem appropriate in the administration of the Program.

4.3 The GOI and its contractors have invested approximately $10M in the development of a prototype MOSP sensor for technical demonstration.

4.4 The current budget for the Improved MOSP is as follows

($M's) FY-90  FY-88  FY-89  FY-90

USG

1.1

6.9

0.2

0.2

GOI/IAI

1.5

1.7

2.5

2.7

4.5 The USG and the GOI will segregate costs associated with this project. These records will be available for the other country to review upon request.

SECTION V: CONFIGURATION MANAGEMENT

5.1 The governments intend to develop a common configuration for the Improved MOSP to the maximum extent practical. The GOI will provide for configuration management on behalf of both Governments, in accordance with DOD-STD-480A, as modified or tailored for development of the Improved MOSP and with the concurrence of the USG and GOI Program Managers.

SECTION VI: TECHNICAL DATA AND COMPUTER SOFTWARE

6.1 The participants shall provide each other with all data necessary to execute the Improved MOSP Program. The USG and the GOI recognize that they do not have rights to data, software or hardware that was developed by the other country prior to the effective date of this MOU nor does the USG have any such rights related to the MOSP. Should any such Technical Data and/or Computer Software be furnished by one party to the other, it shall not be used by the recipient thereof for any purpose except for the development of the Improved MOSP in accordance with the Program and in accordance with the applicable provisions set forth in DOD FAR Supplement 52.227-7013 for "Rights in Technical Data and Computer Software;" unless additional rights are procured by mutual agreement.

6.2 Distribution of information between the Parties to this MOU must comply with the constraints of national disclosure policies and the rights of contractors involved in execution of matters related to this MOU. All recipients of information (including privileged or confidential trade secrets and commercial and financial information to which access has been approved by the source) exchanged under these programs will not, unless the owner/ transferor of the information expressly provides otherwise, take any action known to be prejudicial to any rights in such information and will not make any Use of it except as expressly authorized by the owner/transferor.

6.3 Any proprietary information made available during the course of this Program will only be used by the recipient participants or by any private or Government owned-contractors for purposes expressly authorized by the originating participant and after satisfactory terms have been negotiated with the party/parties having proprietary rights to the technical' information to the extent necessary.

6.4 The USG recognizes that it does not have rights to technical data or computer Software of the MOSP developed by the GOI and its contractors. The USG shall have limited rights in Technical Data and restricted rights in Computer Software for the Improved MOSP components acquired by contracts awarded by the USG and GOI which components are based upon significant MOSP technical data and/or computer software developed by the GOI and its contractors as part of the MOSP Program. With respect to such components (data/software) the GOI will have unlimited rights. Furthermore, the USG and GOI, shall have as a minimum government purpose license rights in Technical Data and Computer Software of the Improved MOSP components acquired by contracts awarded by the USG and GOI, which components are not based upon significant MOSP technical data and/or computer software developed by the GOI and its contractors as part of the MOSP Program. In the event the USG desires to acquire unlimited rights or Government Purpose rights to technical data and computer software to the Improved MOSP (excluding the FLIR and Laser Designator, set forth in IAI Document No. Tamam-A-1251.0000.00.29-1003-4), the GOI shall provide them to the USG together with a non-exclusive royalty free license. The price and terms for such unlimited rights or government purpose rights in technical data and computer software and license will be subject to negotiations between the countries, however in no event will the price for these rights in technical data and computer software and license exceed US $31 Million (FY 88$) for unlimited rights and US $24 Million (FY 88$) for government purpose rights. This option is exercisable within a period commencing with the completion of the Improved MOSP Program and ending four years thereafter. The foregoing rights discussed in this 6.4 are all subject to the provisions of 6.2, 6.3, and Section VII hereof.

6.5 The USG will undertake to secure upon request of the GOI unlimited rights to the technical data and/or computer software, to include manufacturing know-how, covering any of those components of the Improved MOSP as to which the GOI does not otherwise have unlimited rights.

SECTION VII: PROCUREMENT AND TRANSFERS TO THIRD PARTIES

7.1 There are no restrictions concerning third party transfer or sales by the owning Government for products developed solely by said Government prior to the effective date of this MOU nor shall there be any restriction on the sale or transfer of the MOSP by GOI and/or its contractor.

7.2 The USG and GOI agree to use their best efforts to allow and enable both Governments (and/or their contractors) to procure those parts and components of the Improved MOSP developed and/or manufactured in the other country.

7.3 The USG and GOI agree to use their best efforts to provide and/or secure all export licenses or other permits required by the laws of their respective Government for all procurements (imports) ordered or exports undertaken by the other party consistent with 7.2 above.

7.4 Any proposal for defense sales or other transfers to non-participants or their contractors of the Improved MOSP or components thereof (including technical information) designed or generated under this MOU will be subject to the consent of the other participant and Security and Technical Data and Computer Software provisions of this MOU.

Neither participant will refuse to consent except for national security or foreign policy reasons. Approval by either participant shall be based upon the inclusion of appropriate terms and conditions in the proposed sale or transfer agreement. Defense sale or transfer will not be authorized unless the purchaser agrees that it will not make any further transfer or sale without the unanimous written approval of the USG and GOI.

7.5 If and until the USG exercises the Option for unlimited rights set forth in Paragraph 6.4, as to any sale of the Improved MOSP by the GOI or any contractor on behalf of the GOI (being the only party manufacturing and selling the Improved MOSP) to any third party, the Seller shall pay to the USG a proportionate share of the non-recurring research and development costs incurred by the USG as determined by the USG and GOI. Any payment for non-recurring costs by the GOI to the USG shall be made by check payable to the Treasurer of the United States.

SECTION VIII: SECURITY AND ACCESS TO ESTABLISHMENTS

8.1 Transmittal of all classified information, including but not limited to technical data, computer software, and defense articles furnished pursuant to this MOU shall be in accordance with the terms and provisions of the General Security of Information Agreement of 10 December 1982, the Industrial Security Protocol of 3 March 1983 and/or any successor agreements between the Parties hereto.

8.2 The receiving government will not disclose or permit to be disclosed classified information to any non-participant government, individual, organization or third party of any type, with the exception of national defense contractors with appropriate security clearances under contract to either government for the purpose of implementing this MOU and with a need-to-know, without the prior written consent of the government of origin.

8.3 Information provided by either government to the other in confidence, and such information produced by either government pursuant to this MOU requiring confidentiality, will either retain its original classification or be assigned a classification that will ensure a degree of protection against disclosure equivalent to that required by the other government.

8.4 To assist in providing the desired protection, each government will mark such information furnished to the other in confidence, with a legend indicating the country of origin, the security classification, the conditions of release, that the information relates to this MOU and that it is furnished in confidence.

8.5Each government will take all lawful steps available to it to keep information exchanged in confidence under this MOU free from disclosure under any legislative provision, unless the other Government consents to such disclosure.

8.6Request for visits by representatives of one country to an establishment or contractor's facility in the other country will be arranged in accordance with existing bilateral approval procedures.

8.7 This MOU is unclassified.

SECTION IX: TERMINATION

9.1 This MOU will come into effect on the date of later signature by the authorized representatives of both governments.

9.2 If the Program Plan described in Paragraph 2.3 is not completed within 120 days after the effective date of this MOU, the MOU may be terminated by the two governments. Alternatively, the two governments may agree, in writing, to extend the period of time during which the Program Plan may be completed.

9.3 It is the intention of both governments to carry out the project set forth in this MOU until the requirements of both governments have been satisfied. However either government may withdraw from this MOU at any time subject to giving the other government advance notice of six (6) months in writing of its intention to do so.

9.4 In the event of withdrawal from this MOU by either government, if the other government wishes to have continued work being performed in the withdrawing government's country, the withdrawing government will use its good offices, subject to its own laws, regulations, policies and defense requirements, to allow the work to continue.

9.5 Notwithstanding termination or expiration of this MOU, the provisions concerning Technical Data and Computer Software (Section VI), Transfer to Third Parties and export licenses (Section VII) and Security (Section VIII) will continue to apply with respect to that portion of the program performed prior to the date of such termination or expiration.

SECTION X: TERM AND EFFECTIVE DATE

10.1 This MOU, in two original texts in English, Will come into effect on the date of the later signature by the authorized representatives of both governments. It will remain in effect for eight years.

For the Government of Israel For the Government of the United States
Ministry of Defense  Department of Defense
SIGNATURE SIGNATURE
   
24 May 1988 24 May 1988
Date: Date:
Place: Tel Aviv Place: Washington, DC