Agreement Between the Department of Defense of the United States and the Ministry of Defense of Israel Concerning Counterterrorism Research and Development
(June 14, 1994)
Table of Contents
The Department of Defense of the United States of America and the Ministry of Defense of Israel (hereinafter referred to as the "Parties"):
Having a common interest in counterterrorism research and development;
Seeking to make the best use of their respective research and development capacities, eliminate unnecessary duplication of work and obtain the most efficient and cost-effective results through cooperation in Counterterrorism Research and Development;
Aiming to share both the costs and benefits resulting from the project efforts; and
Desiring to improve counterterrorist capabilities through the application of state-of-the-art and emerging technology;
Have agreed as follows:
1. The objectives of this CTRD Project are:
2. Engineering and Manufacturing Design (EMD) or Production programs which may evolve from cooperation under this Agreement are outside the scope of this Agreement. Additionally, a separate EMD Agreement would be required for an EMD phase, and a separate Production Agreement would be required for a production phase.
SCOPE OF WORK
1. The overall work to be conducted under this Agreement includes research and development in the following areas:
2. Details concerning the initial tasks to be pursued under this Agreement are provided in Annex A.
3. No request shall be imposed by a Party for worksharing or other industrial or commercial compensation in connection with this Agreement that is not in accordance with its terms.
MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)1. The CTRD-Project shall be directed and administered on behalf of the Parties by an organization consisting of a Steering Committee (SC) and Project Managers (PMs) appointed by the Parties. The SC shall have authority over the PMs, in accordance with the terms of this Agreement. The PMs shall have primary responsibility for effective implementation, efficient management, and direction of the Project in accordance with the terms of this Agreement. The Parties shall maintain and fund their own organizations for managing this Project.
2. The SC shall consist of a representative appointed by each Party's signatory. The SC shall meet annually, with additional meetings held at the request of either representative. Each meeting of the SC shall be chaired by the representative of the Party hosting the meeting. Decisions of the SC shall be made unanimously.
The SC shall be responsible for:
4. In the event the SC is unable to reach a timely decision on an issue, each SC representative shall refer the issue to its higher authority for resolution. In the meantime, the approved Project Plan shall continue to be implemented without interruption under the direction of the PMs while the issue is being resolved by higher authority.
5. Project offices shall be established in the Office of Special Technology, Indian Head, Maryland, U.S. and Tel Aviv, Israel to manage the Project. The Assistant Secretary of Defense for Special Operations/Low Intensity Conflict shall appoint the U.S. PM, and the Special Advisor to the Prime Minister for Counterterrorism shall appoint the Israeli PM, both of whom shall be responsible for carrying out the Project.
6. For matters under their cognizance, the PMs shall be responsible for:
1. The Parties estimate that the performance of the obligations under this Agreement shall not cost more than a Cost Ceiling of 25 million fiscal year 1993 U.S. dollars. The Cost Ceiling may be changed only upon the mutual written consent of the Parties. The Parties agree to use their best efforts to perform, or to have performed, the work specified in Article III and shall fulfill the obligations under this Agreement within a Cost Target as specified below. The U.S. dollar shall be the reference currency for the Project, and the Project fiscal year shall be the U.S. fiscal year.
2. The Cost Target of the work to be performed under this Agreement as contained in Article III (Scope of Work) is $22,000,000 in fiscal year 1993 U.S. dollars. 'The difference between the Cost Ceiling and the Cost Target shall be considered a contingency only and is left to the Steering Committee (SC) to manage. If at any time the PMs have reason to believe that the Cost Target of the Project shall be exceeded, the SC shall be notified promptly and shall set a new estimate of the Cost Target of the Project together with supporting documentation.
a. Each Party shall contribute its equitable share of the full costs of the Project, including overhead costs, administrative costs, and the costs of claims, and shall receive an equitable share of the results of the Project.
4. The following costs shall be borne entirely by the Party incurring the costs:
5. A Party shall promptly notify the other Party if available funds are not adequate to fulfill its obligations under this Agreement. If a Party notifies the other Party that it is terminating or reducing its funding for this Project, both Parties shall immediately consult with a view toward continuation on a modified basis.
6. Military assistance and financial assistance received from the United States Government shall not be used by Israel to provide its share of the cost of this agreement.
1. If either Party determines that Contracting is necessary to fulfill that Party's obligations under Article III, that Party shall contract in accordance with its national laws, regulations, policies and procedures. Sources from both Parties' industries shall be allowed to compete on an equal basis for such Contracts. When applicable, quality assurance services will be performed in accordance with the Memorandum of Agreement between the Government of the United States of America and the Government of the Israel Concerning the Principles Governing Mutual Cooperation in Research and Development, Scientist and Engineer Exchange, and Procurement and Logistic Support of Selected Defense Equipment of 14 December 1992.
2. When one Party individually contracts to undertake a task under this Agreement, it shall be solely responsible for its own Contracting, and the other Party shall not be subject to any liability arising from such Contracts without its written consent.
3. For all contracting activities performed by either Party, the PMs, or designees, shall develop Statements of Work prior to the development of solicitations that are consistent with the provisions of this CTRD Agreement.
4. Each Party's Contracting Agency shall negotiate to obtain the rights to use and disclose Project Information required by Article VIII. Each Party's Contracting Agency shall insert into prospective Contracts (and require its subcontractors to insert in prospective subcontracts) suitable provisions to satisfy the requirements of Article VIII, Article IX, Article XI and Article XII of this Agreement. During the Contracting process, each Party's Contracting Officer shall advise prospective Contractors of their obligation to immediately notify the Contracting Agency before contract is awarded if they are subject to any license or agreement that shall restrict that Party's freedom to disclose information or permit its use. The Contracting Officer shall also advise prospective Contractors to employ their best efforts not to enter into any new agreement or arrangement that shall result in restrictions.
5. Each Party's PM shall promptly advise the other Party's PM of any cost growth, schedule delay, or performance problems of any Contractor for which its Contracting Agency is responsible.
6. In the event a Party's Contracting Agency is unable to secure adequate rights to use and disclose Project Information as required by Article VIII, or is notified by Contractors or I potential Contractors of any restrictions on the disclosure and use of information, that Party's PM shall notify the other Party's PM of the restrictions.
1. Each Party-may provide to the other Party Project Equipment as necessary for executing the Agreement. Project Equipment shall remain the property of the providing Party. A list of all Project Equipment provided by one Party to another shall be developed and maintained by the PMs, approved by the PMs and subsequently incorporated into this Agreement as a separate annex in accordance with Article IV prior to such transfers.
2. The receiving Party shall maintain such Project Equipment in good order, repair, and operable condition and return the items in operable condition and in as good condition as received, normal wear and tear excepted. The receiving Party shall pay the cost of damage (other than normal wear and tear) to or loss of Project Equipment.
3. All Project Equipment that is transferred shall be used by the receiving Party only for the purposes set out in this Agreement. In addition, in accordance with Article XII, Project Equipment shall not be retransferred to a Third Party without the prior written consent of the providing Party.
4. Project Equipment transferred to one Party under this Agreement shall be returned to the providing Party prior to the termination of this Agreement.
5. Any Project Equipment which is jointly acquired on behalf of both Parties for use under this Agreement shall be disposed of during the CTRD Project or upon termination of the Project, as may be agreed by the SC.
6. Disposal of jointly acquired equipment may include a transfer of the interest of one Party in such Project Equipment to the other Party, or the sale of such equipment to a Third Party in accordance with Article XII of this Agreement. The Parties shall share the consideration from jointly acquired Project Equipment transferred or sold to a Third Party in the same ratio as costs are shared under this Agreement.
DISCLOSURE AND USE OF PROJECT INFORMATION
2. Government Project Foreground Information
3. Government Project Background Information
4. Contractor Project Foreground Information
5. Contractor Project Background Information
6. Proprietary Project Information
CONTROLLED UNCLASSIFIED INFORMATION
1. Except as otherwise provided in this Agreement or authorized in writing by the originating Party, Controlled Unclassified Information provided or generated pursuant to this Agreement shall be controlled as follows:
2. To assist in providing the appropriate controls, the Parties shall agree in advance on the markings to be placed on the Controlled Unclassified Information.
3. Controlled Unclassified Information provided or generated pursuant to this Agreement shall be stored, handled and transmitted in a manner that ensures control as provided for in paragraph 1.
4. Prior to authorizing the release of Controlled Unclassified Information to Contractors the Parties shall ensure the Contractors are legally bound to control such information in accordance with the provisions of' this Article.
VISITS TO ESTABLISHMENTS
1. Each Party shall permit visits related to this Agreement to its Government establishments, agencies and laboratories, and Contractor industrial facilities by employees of the other Party or by employees of the other Party's Contractors, provided that the visit is authorized by both Parties and the employees have appropriate security clearances and a need-to-know.
2. All visiting personnel shall be required to comply with security regulations of the host Party. Any information disclosed or made available to visitors shall be treated as if supplied to the Party sponsoring the visiting personnel, and shall be subject to the provisions of this Agreement.
3. Requests for visits by personnel of one Party to a facility of the other Party shall be coordinated through official channels, and shall conform with the established visit procedures of the host country. Requests for visits shall cite this Agreement and the appropriate CTRD project as the basis for the request.
4. Lists of personnel of each Party required to visit, on a continuing basis, facilities of the other Party shall be submitted through official channels in accordance with Recurring International Visit Procedures.
1. All Classified Information and material provided or generated pursuant to this Agreement shall be stored, handled, transmitted, and safeguarded in accordance with the General Security of Information- Agreement between the Government of the United States and the Government of Israel of 10 December 1981, and the Industrial Security Annex of 3 March 1983.
2. Classified Information and material shall be transferred only through official government-to-government channels or through channels approved by the Designated Security Authorities (DSAs) of the Parties. Such information and material shall bear the level of classification, denote the country of origin, the conditions of release, and the fact that the information relates to this Agreement.
3. Each Party shall take all lawful steps available to it to ensure that information provided or generated pursuant to this Agreement is protected from further disclosure except as provided by paragraph 9, below, unless the other Party consents to such disclosure. Accordingly, each Party shall ensure that:
4. Each Party shall ensure that access to the Classified Information is limited to those persons who possess requisite security clearances and have a specific need for access to the information in order to participate in the Project.
5. The Parties shall investigate all cases in which it is known or where there are grounds for suspecting that Classified Information or material provided or generated pursuant to this Agreement has been lost or disclosed to unauthorized persons. Each Party shall promptly and fully inform the other Party of the details of any such occurrences, and of the final results of the investigation and of the corrective action taken to preclude recurrences.
6. The DSA of a Party that awards a classified Contract under this Agreement shall assume responsibility for administering, within its territory, security measures for the protection of Classified Information or material, in accordance with its laws and regulations. Prior to the release to a Contractor, prospective Contractor, or subcontractor of any Classified Information provided or generated under this Agreement, the recipient Party shall:
7. The PMs shall prepare a Project Security Instruction and a Classification Guide for the Project. The Project Security Instruction - and Classification Guide shall describe the methods by which Project Information and material shall be classified, marked, used, transmitted, and safeguarded. The Instruction and Guide shall be developed by the PMs within three months after this Agreement enters into force. They shall be reviewed and forwarded to the appropriate DSAs, and shall be applicable to all government and Contractor personnel participating in the Project. The Classification Guide shall be subject to regular review and revision with the aim of downgrading the classification when appropriate. The Project Security Instruction and Classification Guide shall be approved by the appropriate DSAs prior to the transfer of-any classified or Controlled Unclassified Information.
8. Contractors, prospective Contractors, or subcontractors which are determined by DSAs to be under financial, administrative, policy or management control of nationals or entities of a Third Party, may participate in a Contract or subcontract requiring access to classified information provided or generated pursuant to this Agreement only when enforceable measures are in effect to ensure that nationals of a Third Party shall not have access to classified information. If enforceable measures are not in effect to preclude access by nationals or other -entities of a Third Party, the other Party shall be consulted for approval prior to permitting such access.
9. For any facility wherein Classified Information or material is to be used, the responsible Party or Contractor shall approve the appointment of a person or persons to exercise effectively the responsibilities for safeguarding at such facility the information or material pertaining to this Agreement. These officials shall be responsible for limiting access to classified information or material involved in this CTRD Agreement to those persons who have been properly approved for access and have a need-to-know.
10. information or material provided or generated pursuant to this CTRD Agreement may be classified as high as SECRET. The existence of this Agreement is Unclassified and the contents are Unclassified.
THIRD PARTY SALES AND TRANSFERS
1. The Parties shall not sell, transfer title to, disclose by publication or other means, or transfer possession of Project Foreground Information or jointly acquired Project Equipment to any Third Party without the prior written consent of the other Party. Furthermore, neither Party shall permit any such sale, disclosure, or transfer, including by the owner of the item, without the prior written consent of the other Party. Such consent shall not be given unless the government of the intended recipient provides written assurances that it will:
2. A Party shall not sell, transfer title to, disclose, or transfer possession of Project Equipment or Project Background Information provided by the other Party to any Third Party without the prior written consent of the Party which provided such equipment or information. The providing Party shall be solely responsible for authorizing such transfers and, as applicable, specifying the method and conditions for implementing such transfers.
3. Consent for Third Party sales and transfers of Project Foreground Information or jointly acquired Project Equipment shall not be withheld except for reasons of foreign policy, national security, or national laws. No Party shall refuse approval of a sale or transfer to a Third Party when it would be willing to sell or transfer such equipment or information to the same Third Party.
1. Claims arising under or related to any Contract awarded pursuant to Article VI shall be resolved in accordance with the provisions of the Contract..
2. Employees and agents of Contractors shall not be considered to be civilian personnel employed by a Party for the purpose of this Agreement.
3. Claims against either Party or its personnel shall be dealt with in accordance with applicable laws, regulations, and bilateral agreements between the governments of Israel and the United States.
CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES
1. Customs duties, import and export taxes, and similar charges shall be administered in accordance with each Party's respective laws and regulations. Insofar as existing national laws and regulations permit, the Parties shall endeavor to ensure that such readily identifiable duties, taxes and similar charges, as well as quantitative or other restrictions on imports and exports, are not imposed in connection with work carried out under the CTRD Project.
2. Each Party shall use its best efforts to ensure that customs duties, import and export taxes, and similar charges are administered in a manner favorable to the efficient and economical conduct of the work. If any such duties, taxes, or similar charges are levied, the Party in whose country they are levied shall endeavor to bear such costs.
SETTLEMENT OF DISPUTES
Disagreements between the Parties arising under or relating to this CTRD Agreement shall be resolved only by consultation between the Parties and shall not be referred a national court, an international tribunal, or to any other person or entity for settlement.
1. The working language for this Agreement shall be the English language.
2. All data and information generated under this Agreement, and its implementing Contracts and provided by one Party to the other Party shall be furnished in the English language.
1. All activities of the Parties under this Agreement shall be carried out in accordance with its national laws and the obligations of the Parties shall be subject to the availability of appropriated funds for such purposes.
2. In the event of a conflict between an Article of this Agreement and any Annex to this Agreement, the Article shall control.
ENTRY INTO FORCE, AND DURATION
1. Except as otherwise provided, this Agreement may be amended by written agreement of the Parties. Annex A of this agreement may be amended by the written agreement of the SC.
2. This Agreement may be terminated at any time upon the written agreement of the Parties. In the event both Parties agree to terminate this Agreement, the Parties shall consult prior to the date of termination to ensure termination on the most economical and equitable terms.
3. Either Party may terminate this Agreement upon 90 days written notification to the other Party. Such notice shall be the subject of immediate consultation by the SC to decide upon the appropriate course of action. In the event of such termination, the following rules apply:
4. The respective rights and responsibilities of the Parties regarding Article VII, Article VIII, Article IX, Article XI, Article XII, and Article XIII), shall continue notwithstanding termination or expiration of this Agreement.
5. This Agreement shall enter into force upon signature by both Parties, and shall remain in force for ten (10) years unless terminated by either Party. It may be extended by written agreement of the Parties.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have signed this Agreement. DONE at Washington, D.C. this Fourteenth day of June, 1994.
DONE, in duplicate, only in the English language.