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

PREAMBLE

ARTICLE I

DEFINITIONS

ARTICLE II

OBJECTIVE

ARTICLE III

SCOPE OF WORK

ARTICLE IV

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

ARTICLE V

FINANCIAL PROVISIONS

ARTICLE VI

CONTRACTUAL PROVISIONS

ARTICLE VII

PROJECT-EQUIPMENT

ARTICLE VIII

DISCLOSURE AND USE OF PROJECT INFORMATION

ARTICLE IX

CONTROLLED UNCLASSIFIED INFORMATION

ARTICLE X

VISITS TO ESTABLISHMENTS

ARTICLE XI

SECURITY

ARTICLE XII

THIRD PARTY SALES AND TRANSFERS

ARTICLE XIII

LIABILITY

ARTICLE XIV

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

ARTICLE XV

SETTLEMENT OF DISPUTES

ARTICLE XVI

LANGUAGE

ARTICLE XVII

GENERAL PROVISIONS

ARTICLE XVIII

AMENDMENT, TERMINATION, ENTRY INTO FORCE, AND DURATION

ANNEX A

PROJECT PLAN

PREAMBLE

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:

ARTICLE I

DEFINITIONS

 

Classified Information Official information that requires protection in the interests of national security and is so designated by the application of a security classification marking.
Contract Any mutually binding legal relationship which obligates a Contractor to furnish supplies or services, and obligates one or both of the Parties to pay for them.
Contracting The obtaining of supplies or services by Contract from sources outside the government organizations of the Parties. Contracting includes description (but not determination) of supplies and services required, solicitation and selection of sources, preparation and award of Contracts, and all phases of Contract administration.
Contracting Agency The entity within the government organization of a Party, which has authority to enter into, administer, and/or terminate Contracts.
Contracting Officer A person representing a Contracting Agency of a Party who has the authority to enter into, administer, and/or terminate Contracts.
Contractor Any entity awarded a Contract under this
Project by a Party's Contracting Agency.
Controlled Unclassified Information Unclassified information to which access or distribution limitations have been applied in accordance with national laws and regulations, and which shall be marked and handled in compliance with this Agreement.
Cost Ceiling The maximum amount 'to which the Cost Target may move without the prior written approval of the Parties.
Cost Target The accepted planning figure of the total common funded cost of the Project.
Counterterrorism Research and Development (CTRD)
A cooperative project to develop technology and prototype equipment for countering terrorist threats.
Defense Purpose Manufacture or other use in any part of the world by or for the armed or security forces of either Party.
Designated Security Authority (DSA) The security office approved by national authorities to be responsible for the security aspects of this Agreement.
Material Any item or substance from which information can be derived.
Patent Legal protection of the right to exclude others from making, using, or selling an invention. The term refers to any and all patents including, but not limited to, patents of implementation, improvement, or addition, petty patents, utility models, appearance design patents, registered designs, and inventor certificates or like statutory protection as well as divisions, reissues, continuations, renewals, and extensions of any of these.
Project Background Information Information not generated in the performance of the Project.
Project Equipment Any material, equipment, end item, subsystem, component, special tooling or test equipment used in the Project.
Project Foreground Information Project Information generated in the performance of the Project.
Project

Information

Any information provided to, generated in, or used in this Project regardless of form or type, including, but not limited to, that of a scientific, technical, business, or financial nature, and also including photographs, reports, manuals, threat data, experimental data, test data, designs, specifications, processes, techniques, inventions, drawings, technical writings, sound recordings, pictorial representations, and - other graphical presentations, whether in magnetic tape, computer memory, or any other form and whether or not subject to copyright, patent, or other legal protection.
Project Invention Any invention or discovery formulated or made (conceived or first actually reduced to practice) in the course of work performed under this Project. The term "first actually reduced to practice" means the first demonstration, sufficient to establish to one skilled in the art to which the invention pertains, of the operability of an invention for its intended purpose and in its intended environment.
Project Plan The Participants' joint program of work under this Project, it provides a general description of the Project and forms the basis for the business strategy and other Project documentation. (Also see Annex A (Project Plan)).
Task Plan A detailed description of the task to accomplished under this Agreement, including cost, schedule and work breakdowns.
Third Party Any person or other entity whose governing authority is not a Party to this Agreement.

ARTICLE II

OBJECTIVE

1. The objectives of this CTRD Project are:

    1. To develop technology and prototype systems that will assist in countering anticipated terrorist threats by satisfying the Parties' common interests and requirements.

    2. To integrate or adapt the counterterrorism technologies of each Party to reduce overall development costs.
    3. To conduct evaluation and testing of prototype counterterrorism equipment.

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.

ARTICLE III

 SCOPE OF WORK

1. The overall work to be conducted under this Agreement includes research and development in the following areas:

    1. Integration of existing technologies for specific prototype systems for use in the surveillance and detection of terrorism, and which would enable hostage rescue.
    2. Test and evaluation of specific prototype systems for counterterrorism in both laboratory environments and simulated operational settings.
    3. Preparation of detailed final test reports to allow either Party to evaluate follow-on efforts individually.
    4. Assessment of prior operational experiences and evaluation of potential terrorism based scenarios for the purposes of articulating operational deficiencies into definable technical requirements.

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.

ARTICLE IV

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:

    1. Exercising executive-level oversight of the Project.
    2. Approving the Task Plans and amendments thereto developed by the PMs.
    3. Reviewing the technical progress of the Project in relation to the Project Plan.
    4. Reviewing the financial status of the Project to ensure compliance with the provisions of Article V.
    5. Resolving issues brought forth by the Pms.
    6. Reviewing and forwarding to the Parties for approval in accordance with Article XVIII, recommended Amendments to this Agreement and its Annexes.
    7. Approving plans to manage and control the transfer of Project Equipment provided by either Party to support the execution of the Project in accordance with Article VII.
    8. Approving plans for the disposal of property jointly acquired under this Agreement in accordance with Article VII.
    9. Reviewing the semi-annual status report submitted by the PMs.

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. Managing the cost, schedule, performance requirements, technical, and financial aspects of the Project.
    2. Executing the approved Project Plan.
    3. Developing and submitting any required changes to the approved Project Plan to the SC for approval.
    4. Executing the financial aspects of the Project in accordance with Article V.
    5. Referring issues to the SC that cannot be resolved by the Pms.
    6. Developing and recommending Amendments to this Agreement and its Annexes to the SC.
    7. Developing and implementing SC-approved plans to manage and control the transfer of Project Equipment provided by either Party in accordance with Article VII.
    8. Developing and implementing SC-approved plans for the disposal of property jointly acquired under this Agreement in accordance with Article VII.
    9. Developing and forwarding to the SC a Project Security Instruction and a Classification Guide for the Project within three months after Agreement signature, and implementing them upon final approval.
    10. Providing a semi-annual status report to the SC, and other such reports as directed by the SC.

ARTICLE V

FINANCIAL PROVISIONS

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.

3.

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.

b. The total value of U.S. contributions to the Cost Target shall not exceed $14 million. The total value of Israeli contributions to the Cost Target shall not exceed $8 million.

c. Participation by the Parties in the Project shall include both financial and nonfinancial contributions to directly support Project efforts. The cumulative values for the initial tasks identified in Annex A have been mutually agreed to for Project contributions.

d. Each Party shall bear the costs it incurs for performing, managing, and administering its activities under this Agreement and all such costs shall be included as part of each Party's contribution to the Project. -These costs include salaries, travel and per them for its Project personnel, as well as any Contract costs.

4. The following costs shall be borne entirely by the Party incurring the costs:

a. Costs associated with any unique national requirements identified by a Party.

b. Any costs not expressly stated as shared costs or any costs that are outside the scope of this Agreement.

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.

ARTICLE VI

CONTRACTUAL PROVISIONS

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.

ARTICLE VII

PROJECT EQUIPMENT

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.

ARTICLE VIII

DISCLOSURE AND USE OF PROJECT INFORMATION

1. General

Both Parties recognize that successful collaboration depends on full and prompt exchange of information necessary for carrying out the CTRD Project. The Parties intend to acquire sufficient Project Information and rights to use such information to enable the development of technology and prototype equipment. The nature and amount of Project Information to be acquired shall be consistent with the objectives and requirements stated in Article II, and Article III.

2. Government Project Foreground Information

a. Disclosure: Project Foreground Information generated by Government-owned facilities in whole or in part shall be made available to both Parties.

b. Use: Each Party may use or have used this Project Foreground Information without charge for its Defense Purposes; however, if a Party intends to use the Project Foreground Information in a sale or other transfer to a Third Party, the provisions of Article XII of this Agreement shall apply.

3. Government Project Background Information

a. Disclosure: Each Party, upon request, shall disclose for the purposes of a CTRD any relevant Project Background Information in its possession not generated in the-performance of that Project, provided that:

(1) The Project Background Information is necessary to or useful in the Project. The Party in possession of the information shall determine, following consultation with the other Party, whether it is "necessary to" or "useful in" the Project.

(2) The Project Background Information may be made available without incurring liability to holders of proprietary rights.

(3) Disclosure is consistent with national disclosure policies and regulations of the furnishing Party.

b. Use: Project Background Information furnished by one Party may be used without charge by the other Party for Project purposes only; however, the furnishing Party shall retain all its rights with respect to such Project Background Information.

4. Contractor Project Foreground Information

a. Disclosure: Project Foreground Information generated and delivered by Contractors shall be made available to both Parties.

b. Use: Each Party may use this Project Foreground Information without charge for its Defense Purposes; however, if a Party intends to use the Project Foreground Information in a sale or other transfer to a Third Party, the provisions of Article XII (Third Party Sales and Transfers) of this Agreement shall apply. The Parties shall consider acquiring the legal rights to use Contractor Project Foreground Information in a sale.

5. Contractor Project Background Information

a. Disclosure: Project Background Information generated by Contractors outside of this Agreement for the CTRD Project and delivered under Contracts shall be made available to the Parties provided the following conditions are met:

(1) The Project Background Information is necessary to or useful in the Project. The Party in possession of the information shall determine, after consultation with the other Party, whether it is "necessary to" or "useful in" the Project.

(2) The Project Background Information may be made available without incurring liability to holders of proprietary rights.

(3) Disclosure is consistent with national disclosure policies and regulations of the furnishing Party.

b. Use: Project Background Information furnished by one Party's Contractors may be used by the other Party for Project purposes only, and may be subject to further restrictions by holders of proprietary rights; however, the furnishing Party shall retain all its rights with respect to such Project Background Information.

6. Proprietary Project Information

a. All proprietary Project Information shall be identified and marked.

b. The provisions of the March 3, 1983, Industrial Security Annex to the General Security of Information Agreement between the Government of the United States and the Government of Israel, signed on March 19, 1979, shall apply to proprietary Project Information related to this Agreement.

7. Patents

a. Where a Party owns title to a Project Invention, or has the right to receive title to a Project Invention, that Party shall consult with the other Party regarding the filing of such Patent application. The Party having such rights shall in other countries, file, cause to be. filed, or provide the other Party with the opportunity to file on behalf of the Party holding such rights, or its Contractors, as appropriate, Patent applications covering any such Project Invention. If a Party, having filed or caused to be filed a Patent application, decides to stop prosecution of the application, that Party shall notify the other Party of that decision and permit the other Party to continue the prosecution.

b. The other Party shall be furnished with copies of Patent applications filed and Patents granted with regard to Project Inventions.

The other Party shall acquire a non-exclusive, irrevocable, royalty-free license to practice or have practiced, by or on behalf of the Party, throughout the world for Defense Purposes any Project Invention.

d. Patent applications which contain Classified Information, to be filed under this Agreement, shall be protected and safeguarded in accordance with the requirements contained in the Agreement Approving the Procedures for Reciprocal Filing of Classified Patent Applications in the U.S. and Israel, of July 10, 1959. and its Implementing Procedures.

e. Insofar as possible, each Party shall extend to the other Party any relief from Patent infringement claims arising in the course of work performed under the Project that it may be able to claim on its own behalf. The Parties shall, in accordance with their national laws and practices, give their authorization and consent for all use and manufacture in the course of work performed under the Project of any invention covered by a Patent issued by their respective countries. Each Party is responsible for handling all Patent infringement claims made in its territory and to inform the other Party of such claims and to consult with the other Party during the handling, and prior to any settlement of such claims.

ARTICLE IX

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:

a. Such information shall be used only for the purposes authorized for use of Project Information as specified in Article VIII.

b. Access to such information shall be limited to personnel whose access is necessary for the permitted use under subparagraph 1.a above, and shall be subject to the provisions of Article XII.

c. Each Party shall take all lawful-steps, which may include national classification, available to it to keep such information free from further disclosure (including requests under any legislative provisions), except as provided in subparagraph 1.b above, unless the originating Party consents to such disclosure. In the event of unauthorized disclosure, or if it becomes probable to a Third Party or a judicial body that the information may have to be further disclosed under any legislative provision, immediate notification shall be given to the originating Party.

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.

ARTICLE X

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.

ARTICLE XI

SECURITY

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:

a. The recipient shall not release the Classified Information to any government, national, organization, or other entity of a* Third Party without the prior written consent of the originating Party in accordance with the procedures set forth in Article XII.

b. The recipient shall not use the Classified Information for other than the purposes provided for in this Agreement.

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:

a. Ensure that such Contractor, prospective Contractor, of subcontractor and its facility(s) has the capability to protect the information adequately.

b. Grant a security clearance to the facility(s), if appropriate.

c. Grant a security clearance for all personnel whose duties require access to the information, if appropriate.

d. Ensure that all persons having access to the information are informed of their responsibilities to protect the information in accordance with national security laws and regulations, and the provisions of this Agreement.

e. carry out periodic security inspections of cleared facilities to ensure that the information is properly protected.

f. Ensure that access to the information is limited to those persons who have a need-to-know for purposes of the Project.

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.

ARTICLE XII

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:

a. Not retransfer, or permit the further retransfer of, any equipment or information provided.

b. Use, or permit the use of, the equipment or information provided only for the purposes specified by the Parties.

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.

ARTICLE XIII

LIABILITY

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.

ARTICLE XIV

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.

ARTICLE XV

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.

ARTICLE XVI

LANGUAGE

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.

ARTICLE XVII

GENERAL PROVISIONS

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.

ARTICLE XVIII

AMENDMENT, TERMINATION,

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:

a. The terminating Party shall continue participation, financial or otherwise, in the Project up to the effective date of termination.

b. Each Party shall pay the costs it incurs as a result of termination.

c. All Project Information and rights therein received under the provisions of this Agreement prior to the termination shall be retained by the Parties, subject to the provisions of this Agreement.

d. If requested by the other Party, the terminating Party may continue to administer the Project Contracts which it awarded on behalf of the other Party on a reimbursable basis.

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.

FOR THE DEPARTMENT OF FOR THE MINISTRY OF
DEFENSE OF THE UNITED STATES DEFENSE OF ISRAEL
OF AMERICA  
   
Signature Signature
Raymond Dominguez Avraham Oren
Name Name
Deputy Assistant Secretary Director of the Israeli Forces and Resources Defense Mission
  to the United States of America
Title Title