COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT FOR
SOFTWARE DEVELOPMENT OF
TELECOMMUNICATIONS ANALYSIS SERVICES
IMPORTANT--READ CAREFULLY:
This Cooperative Research and Development Agreement (CRADA)
is an Agreement between you and the National Telecommunications and Information Administration,
Institute for Telecommunication Sciences. By accepting this Agreement
you agree to the terms of the CRADA.
You represent that you or your company is located in the United States.
Each Software Development CRADA contains a Statement of Work that
is unique to each specific development. For work to begin, the Collaborator
must login to TA Services and then select the option that will
view the Software Development CRADA specific to the development request.
The Collaborator must then select I AGREE.
If I DO NOT AGREE is selected, an email is sent to NTIA/ITS
and work on the software development will cease. Telephone contact
is then required to resolve any problems.
COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT
under
THE FEDERAL TECHNOLOGY TRANSFER ACT OF 1986
This Agreement is entered into by and between the on-line researcher or developer ("the Collaborator")
utilizing Telecommunication Analysis Services and the National Telecommunications and Information
Administration, Institute for Telecommunication Sciences ("NTIA/ITS"). The parties agree as follows:
Article 1. Description of Services
1.1 Telecommunication Analysis Services-- As part of ITS'
responsibility under the Federal Technology Transfer Act of 1986, the Telecommunication Analysis Services
(TA Services) of NTIA/ITS provides in the United States a valuable cost-reimbursable technology transfer for research
and development studies in wireless system design and
site selection evaluation. TA Services include:
application programs that can be run "on-line" to obtain analysis results,
application programs that collect information from the user "on-line" and provide
results at a later time as faxed material or electronic files to be downloaded by the user,
application programs that can be downloaded for operation on the user's PC,
software models or methods that can be downloaded for use in user-developed applications, and
electronic data files that contain measured results that can be used to validate propagation
prediction methods or wireless system analysis techniques.
For this Agreement only, ITS and the Collaborator have agreed to:
Software development task description:
Task deliverable:
Task cost estimate:
(See Statement of Work at end of this CRADA.)
This service is available 24 hours a day, 7 days a week throughout the year.
The TA Services system consists of a state-of-the-art workstation with network and modem access.
The support software on the TA Services system exists to help Collaborators find and run the models
most useful to individual applications. The support software restricts access to only those areas
of the computer open to Collaborators for software operation and downloading of analysis results.
1.2 Collaborative Research with NTIA/ITS-- ITS performs telecommunications research and develops
application programs and software models for TA Services under the funding and guidance of the Collaborator.
TA Services provides
on-line computer access to the latest NTIA/ITS telecommunications research and engineering models.
The Collaborator is solely responsible for
the engineering decisions on methods selected and parameter values chosen with each TA Services
application used to evaluate the Collaborator's wireless system.
Based upon the Software Development Task Description and the Statement of Work, the Collaborator
is expected to provide evaluation of the ITS software that is developed for the Collaborator.
During the development period, the Collaborator will have sole access to the software model being developed.
By running the model with its own data for testing, the Collaborator and NTIA/ITS will judge when the model
satisfies the Statement of Work. At that point, NTIA/ITS will make the newly developed model and/or
tool available to all who may benefit from it as a new or modified offering on TA Services.
Article 2. Resource Contributions
2.1 Contributions-- The contribution of the Collaborator will be funds
necessary for NTIA/ITS to recover the cost of providing the services described in Article 1,
and the feedback evaluation identified in paragraph 1.2. The contribution of NTIA/ITS will be in
the form of software development of models and methods for on-line computer access, labor,
equipment, and facilities as described in Article 1. The labor and resources needed to develop
the software will be charged directly to the Collaborator's TA Services software development account.
The funds provided by the Collaborator will be placed in a working capital fund.
The funds to complete the software development task are estimated based on current costs
of supervisory and staff salaries, services, and other objects.
ITS will make its best effort to accomplish the work within the estimated cost.
In the event the estimated amount is not sufficient to complete the work, or if excess funds
appear to be available for return, the Collaborator will be advised as early as possible.
Article 3. Terms and Conditions
3.1 Establishing an Account-- A TA Services account will be established for the
Collaborator upon acceptance of this Agreement and an initial deposit of funds to the account.
The deposit must be the amount as negotiated with ITS to develop the requested software
and is payable in the form of a credit card, check, or purchase order.
For assistance in establishing a TA Services account contact the TA Services Help Desk at (303) 497-5301.
3.2 Deposit of Funds-- Funds, in the form of a credit card, check, or purchase order,
may be transmitted to NTIA/ITS, with a memo
indicating the purpose of the funds (i.e., to access TA Services via Account Number XXX).
Credit card and check payments are credited upon receipt.
A purchase order from a private company is not credited to the account until payment of
the purchase order is received by NTIA/ITS. Any purchase order received from a government
agency will be credited to the Collaborator's account upon receipt.
3.3 Security of User Data-- NTIA/ITS will not voluntarily disclose user
information to third parties. However, note there is no guarantee that this information
provided by the Collaborator on-line may be protected from unauthorized use.
Further note the Unix operating system of TA Services provides a standard level of
security to the user of TA Services by ensuring access only to those files owned
by the user or to programs that the user is allowed to run.
3.4 Availability of Service-- Services will be available to the Collaborator
on an advance-of-funds basis only. Accounts may not be accessed
nor will software be developed without funds available in
the account which are sufficient to cover the cost of the services requested.
3.5 Warranty-- Except as set forth in this Agreement, NTIA/ITS makes no expressed or implied
warranty as to any matter whatsoever, including the conditions of the research or any product,
whether tangible or intangible, made, or developed under this Agreement, or the ownership,
merchantability, or fitness for a particular purpose of the research or any product.
3.6 Indemnification-- The Collaborator holds the U.S. Government harmless and indemnifies
the Government for all liabilities, demands, damages, expenses, and losses arising out of the
use by the Collaborator, or any party acting on its behalf, of NTIA/ITS' TA Services, or out of any use,
sale, or other disposition by the Collaborator, or others acting on its behalf, of products made
by the use of NTIA/ITS' TA Services. The foregoing obligation is contingent upon NTIA/ITS promptly
notifying the Collaborator of any knowledge it may obtain to signify that TA Services is defective
in any way, or in any way violates any intellectual property rights, such as patents, copyrights,
trademarks, and trade secrets. This provision will survive termination of this Agreement and will
include all intellectual property rights, such as patents, copyrights, trademarks, and trade secrets.
3.7 Force Majeure-- Neither party will be liable for any unforeseeable event not caused by
the fault or negligence of such party, which results in such party being unable to perform its
obligations under this Agreement (and which it has been unable to overcome by the exercise of due diligence),
including, but not limited to, flood, drought, earthquake, storm, fire, pestilence, lightning and
other natural catastrophes, epidemic, war, riot, civic disturbance or disobedience, strike, labor dispute,
or failure, threat of failure, or sabotage of the NTIA/ITS facilities, or any order or injunction made
by a court or public agency. In the event of the occurrence of such a force majeure event,
the party unable to perform will promptly notify the other party.
It will further use its best efforts to resume performance as quickly as possible and will
suspend performance only for such period of time as is necessary as a result of the force majeure event.
3.8 Publications-- Publications or presentations, by either party, describing results of this research,
will acknowledge contributions of the other party, with consent of that party.
In no event will the name of the Collaborator (or any of its trademarks or trade names)
or the name of NTIA/ITS be used in any publications without prior written consent.
3.9 Inventions-- Either party has the right to own any invention made by its employee under
this Agreement subject to a royalty-free license to the other party.
Any joint invention involving employees of both parties will be jointly owned.
Collaborator shall have the option to seek an exclusive license in any invention made by a NTIA/ITS employee.
Article 4. Termination
4.1 Notice-- The Collaborator and NTIA/ITS each have the right to terminate
this Agreement upon 30-days written notice to the other party.
4.2 Collaborator-- In the event of termination by the Collaborator,
payments previously received by NTIA/ITS that are in excess of actual costs incurred by NTIA/ITS
in pursuing this research will be repaid to the Collaborator.
Article 5. Miscellaneous
5.1 Governing Law-- The construction, validity, performance, and effect of this
Agreement for all purposes will be governed by the laws applicable to the Government of the United States.
5.2 Use of Name or Endorsements-- The Collaborator will not use the name of NTIA/ITS
or the Department of Commerce on any product or service which is directly or indirectly related
to this Agreement without the prior approval of NTIA/ITS. By entering into this Agreement,
the parties do not directly or indirectly endorse any product or service provided, or to be provided,
by the other party, its successors, assignees, or licensees.
The parties will not in any way imply that this Agreement is an endorsement of any such product or service.
5.3 Duration of Agreement-- This Agreement will remain in effect as long as the
Collaborator maintains a positive account balance until the software development task is complete.
Either party may terminate the Agreement in accordance with Article 4.
5.4 Effective Date-- This Agreement will enter into force as of the date of initial
deposit of funds to establish the account.
5.5 Product Support-- Product support for TA Services is provided by ITS.
To obtain support or for information on establishing a TA Services account contact the
TA Services Help Desk at (303) 497-5301.