U.S.-Israel Formal Agreements:
Memorandum of Understanding Concerning the Production of a Tactical Air Launched Decoy

(August 12, 1985)

Return to U.S.-Israel Formal Agreements: Table of Contents

SECTION I: INTRODUCTION

1.1. The Government Of the United State& of America (USG), represented by the Department of the Navy, and the Government of Israel (GOI), represented by the Israeli Air Fore*, have a common interest in Increasing their defense capabilities through more efficient cooperation In the acquisition of defense equipment.

1.2. The USG has Identified a requirement for a Tactical Air Launched Decoy (hereinafter referred to as the "Decoy) similar to Decoys used operationally by the GOI.

1.3. Both governments recognize the need of the other to have an established qualified domestic producer of Decoys.

1.4. Both governments wish to pursue a joint acquisition plan which will take advantage of competition between United States and Israeli Decoy sources.

1.5. Accordingly, the two Governments have reached the following agreement.

SECTION II: SCOPE

 2.1. The project to be executed under this MOU consists of the following:

2.1.1. Establishment of production sources for Decoys in the United States and Israel;

2.1.2. Acquisition of Decoys of a common configuration for the use by the USG and the GOI; and

2.1.3. Configuration management of the Decoy.

2.2. Each government is responsible for the logistic support of Decoys acquired pursuant to this MOU.

2.3. The configuration identification of the Decoy is defined in Annex A to this MOU.

2.4. The governments recognize that implementation of this MOU will be subject to their national laws, regulations, policies and procedures.

SECTION III: JOINT ACQUISITION PLAN

3.1. Each government will be responsible for the selection and establishment of its own producer of the Decoy. The US producer is expected to qualify the Israeli source as second producer.

3.2.In selecting its own source, the USG will require its con tractor to assist the Israeli source in becoming qualified for production under a direct contract with the Israeli source. Such qualification assistance will, an necessary, include services, such as the furnishing of manufacturing assistance, know-how and technical data, and the provision of equipment, such as tooling and test equipment* It will be the responsibility of the GOI and/or the Israeli source to contract with the US contractor to acquire such assistance, including any necessary licenses, subject to the Arms Export Control Act (AECA) and implementing regulations. FMS credit funds may not be used for this purpose.

3.3. The governments recognize that it is the intent of this MOU to create an Israeli contractor team as a 'second source which will be technically able to produce the Decoys at competitively reasonable prices. Toward this end,, the USG will undertake its best efforts to assist in negotiating any necessary licenses to allow the Israeli contractor team to become a competitive source for production.

3.4. The Israeli producer will consist of a contractor team with one member being competitively selected by the GOI from among sources located in the United States other than the US producer. The competition will be announced in advance in the Commerce Business Daily. In the final selection of the US member of the Israeli contractor team, consent will be obtained from the USG. Under any contract awarded to the Israeli contractor team, at least half of the value of the contract will consist of US-made materials, components# or services performed within the United States.

3.5. Under any contract awarded under this MOU to provide Decoys to the GOI, Foreign Military Sales credit funds may be used to finance US-origin materials, components and services and Israeli components. Final assembly of the Decoys in Israel will not be financed with FMS credit funds: these costs will be financed with Israeli resources.

3.6. The purchases of Decoys in satisfaction of both USG and GOI requirements will be coordinated and combined on an annual basis. Only in unusual circumstances, such as when funding by one government cannot-be made available within a reasonable time, and if delay of the purchase would be detrimental to the other government. separate purchase$ may be initiated: provided that any separate purchases will also be arranged for in accordance with the procedures described in this section.

3.7. To the extent such purchases will be by the USG on behalf of the GOI, the USG will $011 the Decoys and related services to the GOI, subject to the provisions of the AECA and implementing regulations and subject to LOAs between the two governments. In case of any inconsistency between this MOU and any 14A issued thereunder, the terms and conditions of the LOA will-govern. The GOI will submit Letters of Request to the USG no later than at the beginning of a US fiscal year for purchases of Decoys and related services to be made in the following US fiscal year.

3.7.1 This MOU is inapplicable to USG sales or transfers of decays to third parties and requirements for such sales or transfers. Section V of this MOU, however, is applicable to such sales or transfers as if they were a USG use.

3.8. The USG will contract on behalf of both governments for the Decoys and related services, such as design work and support services. in accordance with standard US procurement laws and regulations

3.8.1. For the first combined procurement# the USG will award a single contract to the US contractor with a requirement that any Decoys purchased on behalf of the GOI will be manufactured by the Israeli contractor team as a subcontractor.

3.8.2. Subsequently, the US contractor, the Israeli contractor team, and other qualified contractors will be allowed to compete for the production contracts except that a US contractor may be retained as design control agent of the Decoy.

3.8.3. The USG may make split contract awards provided offers satisfy the requirements stated in the solicitation for performance, configuration, reliability, quality, delivery and prices are fair and reasonable, and further only as long as this procedure remains consistent with US laws and regulations. If these conditions are not met. no split awards will be made.

3.8.3.1. Any award of contracts will take into account the differential in contractor prices for various quantities of the total coordinated buy.

3.8.3.2. Offers will be required to be made in US dollars and no adjustments will be made because of currency fluctuations.

3.8.3.3. If immediately prior to contract award, it is contemplated that under subsections 3.8.2 or 3.8.3 the Israeli contractor team will not receive any award then the quantity constituting the minimum sustaining rate to support, on a continuing basis, the Israeli in-country capability to produce the Decoys will be set aside for performance by the Israeli contractor team at the unit price of the, Contemplated award. The minimum sustaining rate for the Israeli contractor team will be initially established mutually within 120 days of the execution of this MOU and will be subject to verification and adjustment as required during the qualification of the Israeli contractor team but shall in no case exceed eighteen percent of the total USG/GOI quantities acquired for the particular year. This requirement for a set aside for performance by the Israeli contractor team shall no longer apply after this fourth annual procurement pursuant to subsection 3.9.2.

3.8.3.4. Each government will take delivery of quantities awarded to each contractor in the ratio of its share of the total combined quantity of Decoys at the delivering contractor's price; except that for the first combined procurement pursuant to subsection 3.8.1, the GOI will take delivery of Decoys manufactured by its contractor team and as separately priced.

3.9. The USG will not be charged, directly or indirectly, with any cost associated with the establishment and qualification of the Israeli contractor team including but not limited to the cost of any licenses; obtaining technical assistance; establishing necessary facilities and tooling and test equipment. As indicated in subsection 3.2., FMS credit funds may not be used for this purpose.

SECTION IV: CONFIGURATION MANAGEMENT

4.1. The two governments intend to maintain a common configuration of the Decoy to the maximum extent practicable.

4.2. The USG will provide for configuration management on behalf of both Governments, in accordance with DOD-STD-480, Configuration Control, Engineering Changes, Deviations, and waivers. The configuration identification is defined in Annex A to this MOU. The governments will agree upon the product baseline no later than at the time the LOA is. issued for purchases of the GOI under the first competitive procurement pursuant to subsection 3.8.2.

4.3. Except as stated in subsection 4.4. below, changes modifications or improvements to the product baseline may be proposed by either government as long as both governments participate in the combined annual acquisition of Decoys. An amended baseline of the Decoy will be established between the USG and GOI. project officers at the time an LOA is issued for purchases of the GOI. Each government will give prompt consideration to a change, modification or improvement proposed

by the other. However In the unusual case when agreement cannot be reached on a Class I change as defined In DOD-STD-480, the USG will make the final determination as to under what configuration the Decoy will be procured. It will be for the GOI to decide whether It will participate In such procurement.

4.4. As long as both government$ participate In the combined annual acquisition of Decoys, additions to or substitutions of internal components of the Decoy may be made unilaterally if, (1) the configuration of the airframe remains Common for both governments, and (2) the addition or substitution can be arranged for by the requiring government as a modification kit outside this MOU Subject to national laws, regulations, policies and procedures, each government will notify the other of any such actions.

SECTION V: TECHNICAL DATA, COMPUTER SOFTWARE AND PATENTS

5.1.It will be the responsibility of the GOI and/or the Israeli contractor team to acquire any commercially developed technical data and/or computer software and the necessary rights and licenseS thereto to enable the Israeli contractor team to manufacture and sell Decoys pursuant to this MOU. The GOI agrees to indemnify and hold harmless the USG against any liability resulting from a claim asserted by the owner of any proprietary rights in connection with the use of such technical data and/or computer software in the manufacture, sale or delivery of Decoys by the Israeli contractor team, and the use of Decoys by the USG or the GOI.

5.2. As long as the GOI participates In the acquisition of Decoys under this MOU, the Israeli contractor team may transfer the technical data and/or computer software it obtained pursuant to this MOU to the GOI for use consistent with this MOU under the same terms and conditions the technical data and/or computer software was received by the Israeli contractor team.

5.3. The technical data and/or computer software obtained by the GOI and/or the Israeli contractor team pursuant to subsections 5.1. and 5.2. will be used only in the implementation of this MOU: provided that upon termination of this MOU, the GOI may use or have used technical data and/or computer software at obtained pursuant to subsections 5.1. and 5.2., for manufacture of Decoys for use by the GOI, the USG# or other third parties consistent with section VIII. This authority for manufacture, however, does not constitute a license to make, use, sell, or transfer whatsoever any Inventions# technical information, or know-how owned by third parties which may be described or contained in the technical data and/or computer software. To that extent subsection 5.1 will continue to apply.

5.4. Subject to national laws regulations, policies and procedures, each government will notify the other of any changes, modifications, and improvements made or proposed to be made unilaterally in 'the configuration of the Decoy in the course of development* evaluation, production, operation, or maintenance of the Decoy; and each government will at no cost provide to the other, upon request, to the extent that it has the right to do so without incurring liability to third parties, sufficient technical data to allow the evaluation of the change, modification, or improvement within the receiving government.

5.5. Each government will Include suitable provisions in all pertinent contracts, including a requirement to include those same provisions in all subcontracts, to meet the requirements of this MOU.

5.6. The following definitions apply to the terms used in this MOU.

5.6.1. "Technical Data" means recorded information, regardless of the form or method of the recordings of a scientific or technical nature. It may, for example, document research, experimental, developmental or engineering work, or be usable or used to define a design or process or to procure, produce, support, maintain, or operate materiel. The data may be graphic or pictorial delineations in media such as drawings, or photographs, text in specifications or related performance or design type documents, or computer printouts. Examples of technical data include research and engineering data, engineering. drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications and related information, and computer software documentation. Technical data does not include computer software or financial, administrative, cost or pricing* and management data or other information incidental to contract administration.

5.6.2. "Computer" means a data processing device capable of accepting data, performing prescribed operations on the data, and supplying the results of these operations; for example, a device that operates on discrete data by performing arithmetic and logic processes on the data, or a device that operates on analog data by performing physical processes on the data.

5.6.3. "Computer Data Base" means a collection of data in a form capable of being processed and operated on by a computer.

5.6.4. "Computer Program", means a series of instructions or statements in a form acceptable to a computer, designed to cause the computer to execute an operation or operations.

Computer programs include operating systems, assemblers, compilers, interpreters, data management systems, utility programs, sortmerge programs, and ADPE maintenance/diagnostic programs, as well as applications programs such as engineering analysis programs* Computer programs may be either machine-dependent or machine-independent. and may be general purpose in nature or designed to satisfy the requirements of a particular user.

5.6.5. "Computer Software" insane computer programs and computer data bases.

5.6.6. "Computer Software Documentation" means technical data, including computer listings and printouts, in human-readable form which (1) documents the design or details of computer software, (2) explains the capabilities of the software, or (3) provides operating instructions for using the software to obtain desired results from a computer.

SECTION VI: PROJECT MANAGEMENT

6.1.Each government will designate its own project officer for this joint project. The project under this MOU as defined by- subsection 2.1 will be executed by the USG project officer who will maintain liaison and consult with the GOI project officer.

6.2. The contracting activity will be the US Naval Air Systems Command.

SECTION VII: FINANCIAL MATTERS

7.1.The execution of this MOU is subject to the availability of appropriated funds except that upon issuance of an LOA the financial obligations of the GOI shall be as stated in the LOA. Each government will notify the other promptly if funds have not or will not be made available.

7.2. The prices of the applicable LOAs will include, and the GOI agrees to pay, the following charges:

7.2.1. Half of the cost of jointly required configuration management. design work, and technical data both as required for establishing the product baseline upon selection of the US producer and for changes modifications and improvements thereto. An LOA will be issued for half of the cost ($3 million). Prior to the USG incurring cost in excess of $6.0 million for their efforts, the participating governments will consult and determine whether and how the program will be continued;

7.2.2. The full cost of configuration, management, design work, and technical data for any GOI unique requirements;

7.2.3. A proportionate share of the cost of any Component improvement program required to support this project, whereby the share will be in the same ratio as the GOI share of Decoys under each purchase?

7.2.4. The full production cost of purchases solely on behalf of the GOI.

7.2.5. A proportionate share of the cost of any other jointly required services, whereby the share will be in the same ratio as the GOI share of Decoys under each purchase;

7.2.6.A proportionate share of the cost of USG program management whereby the share will be in the same ratio as the GOI share of Decoys under each purchase; and

7.2.7. Such other charges (including the full Cost of USG services and program management activities undertaken solely by reason of GOI participation) as may be required by US laws or regulations as of the date of issuance of any LOA hereunder.

7.3 To the extent the USG and GOI share any component improvement program cost under this MOU, they will not charge one another directly or indirectly. with a portion of their respective share, of the component improvement program cost.

SECTION VIII: THIRD PARTY TRANSFERS AND SALES

8.1.The GOI agrees not to sell, transfer title to, or possession of any Decoy, related technical data or computer software or components therof, to any non-participating government. individual, organization or third party of any type, (hereinafter referred to as third parties) without the prior written consent of the USG. The GOI further agrees not to permit any such sale or transfer without the prior written consent of the USG. This restriction applies regardless of whether any Decoy is sold to the GOI by the USG or produced by or on behalf of the GOI.

SECTION IX: SECURITY AND ACCESS TO ESTABLISHMENTS

9.1. 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, the Industrial Security Protocol and/or any successor agreements between the parties hereto.

9.2. The receiving government will not disclose or permit to be disclosed classified information to any non-participating government, individual, organization or third party of any type, with the exception of national defense contractors 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.

9.3. 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.

9.4. Each government will take all lawful steps available to it to keep free from disclosure under any legislative provision, without the consent of the other government, information provided in confidence under this MOU.

9.5. 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 in furnished in confidence.

9.6. For purposes of, this section, technical data transferred to the GOI from the Israeli contractor team pursuant to subsection 5.2. is deemed to be information furnished to the GOI by the USG

9.7. Requests 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.

SECTION X: TERMINATION

10.1. It is the intention of both governments to carry out the joint acquisition plan contemplated by this MOU until-the requirements for purchases of Decoys of both governments have been satisfied. However. either government may withdraw from this MOU at any time subject to giving the other government notice in writing of its intention to do so.

10.2. 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.

10.3. Notwithstanding subsection 10.1., this MOU will terminate upon (1) withdrawal from the MOU by either government, (2) satisfaction of the requirements for Decoys by both governments, or (3) six years after the date of the last signature to this MOU, whichever Is earlier. If the governments wish to extend this MOU after the and of the six year period, they may do go by amendment to this MOU

10.4. Notwithstanding termination Of this MOU, the provisions concerning "Joint Acquisition Plan," Section III subsection 3.9. only, Technical Data, Computer Software and Patents", Section V, subsections 5.1, 5.3, and 5.4. only, "Financial Matters," Section VII, subsection 7.3. only "Third Party Transfers and Sales," Section VIII, and "Security and Access to Establishments," Section IX, will continue to apply.

SECTION XI: EFFECTIVE DATE

This MOU, in two original texts in English, will come into effect on the date of later signature by the authorized representatives of both governments.

ANNEX A

CONFIGURATION IDENTIFICATION OF THE

TACTICAL AIR LAUNCHED DECOY

(TALD)

THE TALD IS AN AIRCRAFT-LAUNCHED, PRE-PROGRAMMED, AUTOPILOT GUIDED, UNPOWERED SLIDE VEHICLE,, WHICH CAN BE FITTED WITH TWO PAYLOADS:

-A RADAR CROSS SECTION (RCS) ENHANCEMENT PAYLOAD, AND,

- A CHAFF PAYLOAD CAPABLE OF DISPERSING CHAFF IN A NEARLY CONTINUOUS FASHION.

THE TALD VEHICLE IS COMPATIBLE WITH TER/MER/I-TER LAUNCH EQUIPMENT, AND DOES NOT REQUIRE ANY MODIFICATIONS IN THE DELIVERY AIRCRAFT.

THE TALD VEHICLE WITH THE RADAR DECOY PAYLOAD

(TALDR) EMPLOYS A FORWARD PASSIVE AUGMENTOR PAYLOAD MOUNTED IN THE NOSE CONE. AN ACTIVE RF ELECTRONIC REPEATER SYSTEM, CONSISTING OF RECEIVING AND TRANSMITTING ANTENNAE AND SEPARATE BAND AMPLIFIERS CAN BE INSTALLED IF REQUIRED.

THE TALD VEHICLE WITH THE CHAFF PAYLOAD (TALDC) CONTAINS A PACKAGED CHAFF PAYLOAD AND A DISPENSING SYSTEM WHICH WILL DESPERSE CHAFF, PACKAGE-BY-PACKAGE, WITH SEVERAL DISPERSION RATES.

THE TALD IS OF A MODULAR DESIGN, PERMITTING EASY

RECONFIGURATIONS BETWEEN THE TALDR AND TALDC VERSIONS,

UTILIZING APPROPRIATE PAYLOADS. IT COMPRISES THE

FOLLOWING MAJOR SUBSYSTEMS/ASSEMBLIES:

- STRONGBACK (UPPER FUSELAGE) WITH HINGED VEHICLE SUSPENSION LUGS, WINGS AND WING ACTUATION SYSTEM;

- ELECTRONIC ASSEMBLY/DIGITAL FLIGHT CONTROL SYSTEM (AUTOPILOT/PROGRAMMER COMPUTER, SERVO AND INITIATION CIRCUITRY BITE ETC.) AND ASSOCIATED VEHICLE POWER SUPPLY (BATTERIES);

EMPENNAGE ASSEMBLY WITH 'THE NECESSARY STABILIZING AN,[- FLIGHT CONTROL SURFACES AND ACTUATOR ASSEMBLIES;

TALDR/TALDC COMPLETION/CONFIGURATION PAYLOADS

THE TALDR COMPLETION/RECONFIGURATION PAYLOAD INCLUDES THE FOLLOWING MAJOR SUBSYSTEMS/ASSEMBLIES:

-NOSE CONE WITH THE PASSIVE AUGMENTOR;

-LOWER FUSELAGE.

-ACTIVE RF REPEATER IF REQUIRED.

THE TALDC COMPLETION/RECONFIGURATION PAYLOAD INCLUDES THE FOLLOWING MAJOR SUBSYSTEMS/ASSEMBLIES:

-NOSE CONE WITH OR WITHOUT THE PASSIVE AUGMENTOR

- LOWER FUSELAGE WITH THE CHAFF PAYLOAD AND DISPERSION MECHANISM.

SPECIFIC TALD OPERATING AND PERFORMANCE FEATURES ARE AS FOLLOWS:

- COMPLIANCE WITH CURRENT MILITARY STANDARDS FOR CARRIAGE AND RELEASE.

THE TALD 16 PREPROGRAMMED AND AUTOPILOT STABILIZED TO FLY A SPECIFIED SLIDE SLOPE AND PERFORM PRESELECTED TURNS OR OFFSET MANEUVERS FROM A ROUTINE AIRCRAFT "LEVEL" LAUNCH MODE, OR PERFORM STRAIGHT FLIGHT AFTER AN AIRCRAFT "TOSS" LAUNCH.

Sources: Israeli Foreign Ministry