(b) Recover funds from a recipient and reuse the funds for program purposes, as authorized by 10 U.S.C. (4) There are provisions in 37 CFR part 401 stating when you must include the clause (37 CFR 401.3) and, in cases when it is required, how you may modify and tailor it (37 CFR 401.5). You need to consider requirements for both periodic audits and award-specific audits (as defined in § 37.1325 and § 37.1235, respectively). Either of these interests may be impeded if you negotiate excessive rights for the Government. (a) You should confer with program officials and legal counsel to develop an overall strategy for intellectual property that takes into account inventions and data that may result from the project and future needs the Government may have for rights in them. After opening, you must then include in the investment agreement, while The Statements. (q) Other routine matters. If you have questions for the Agency that issued the current document please contact the agency directly. If the research involves actions that may affect the human environment, it is subject to the requirements of the National Environmental Policy Act in paragraph A.4.a of NP Article II, which is found in appendix B of 2 CFR part 1122. (2) You are confident that the costs of achieving the outcomes will be at least a minimum amount that you can specify and the recipient is willing to accept the possibility that its cost sharing percentage ultimately will be higher if the costs exceed that minimum amount. (c) The auditing standards that the IPA will use. 3710a. (5) Provisions for ownership and rights in intellectual property developed previously or under the agreement. Please do not provide confidential §37.110 What type of instruments are technology investment agreements (TIAs)? The Department of Defense has issued regulations governing Technology Investment. (2) Include in the award file an evaluation that documents how you determined the values of the recipient's contributions to the funding of the project. (b) Document your analysis of the agreement in the award file, as discussed in § 37.1020. (b) For a fixed-support TIA, the amount of assistance established at the time of award is not meant to be adjusted later if the research project is carried out to completion. For example, a for-profit firm may offer the use of commercially available software for which there is an established license fee for use of the product. Subscribe to: Changes in Title 32 :: Subtitle A :: Chapter I :: Subchapter C :: Part 37. Reasons for any exceptions to this general rule must be documented in the award file and must be consistent with the policy in § 37.230 that precludes payment of fee or profit to participants. Note that any need to address access to technical records in this way is in addition to, not in lieu of, the need to address rights in data (see § 37.845). However, only infrequently should the march-in provision be entirely removed (e.g., you may wish to do so if a recipient is providing most of the funding for a research project, with the Government providing a much smaller share). Expenditure-Based and Fixed-Support Technology Investment Agreements. Investor Agreement - Spotify Technology SA and Tencent Music Entertainment Group (Dec 15, 2017); Investment Option Agreement - Helios and Matheson Analytics Inc. and MoviePass Inc. (Oct 11, 2017) Investment Agreement - Youku Tudou Inc., 1Look Holdings Ltd., Ali YK Investment Holding Ltd. and Alibaba Group Holding Ltd. (Apr 28, 2014) Investment, Shareholders' and Stock Purchase Agreement - The . (b) If you specify that the recipient is to submit the report directly to the DTIC, you also: (1) Must instruct the recipient to include a fully completed Standard Form 298, “Report Documentation Page,” with each document, so that the DTIC can recognize the document as being related to the particular award and properly record its receipt; and. The purpose of your review is to ensure that the management plan is sound and that it adequately addresses the elements necessary for an effective working relationship among the consortium members. Technology Investment Agreements evolved in 1997 from DARPA's consortium agreements and the Military Departments' "flexible cooperative agreements." At that time, there was a sufficient base of experience with the instruments to judge that they were very similar and that having similar Title 32 was last amended 8/23/2021. (a) We may exempt from disclosure under the Freedom of Information Act (FOIA) a trade secret or commercial and financial information that a participant provides after the award, if the information is privileged or confidential information. The list is not intended to be all-inclusive, however, and you may need to consult legal counsel to verify whether there are others that apply in your situation (e.g., due to a provision in the appropriations act for the specific funds that you are using or due to a statute or rule that applies to a particular program or type of activity). If so: (1) What are the expected benefits of those firms' or divisions' participation (e.g., is there a specific technology that could be better, more readily available, or less expensive)? For types of participant contributions other than those addressed in §§ 37.535 through 37.550, the general rule is that you are to value each contribution consistently with the cost principles or standards in § 37.625 and § 37.635 that apply to the participant making the contribution. (b) For an expenditure-based TIA, you are to allow and encourage each for-profit participant that does not currently perform under expenditure-based Federal procurement contracts or assistance awards (other than TIAs) to use its existing financial management system as long as the system, as a minimum: (1) Complies with Generally Accepted Accounting Principles. (d) TIAs also may be used for carrying out research performed by single firms or multiple performers in prime award-subaward relationships. It is a critical provision because it provides a context for resolving issues that may arise during post-award administration. Auditors at the Defense Contract Audit Agency can act in an advisory capacity to help you determine the reasonableness of proposed amounts, including values of in-kind contributions toward cost sharing. (2) Is not organized primarily for profit; and. It may be used to recover funds provided to a recipient through a TIA or another Federal procurement or assistance instrument, and the recovery should not exceed the amounts provided. (2) Are there provisions of the TIA or features of the TIA award process that enable the use of the new practices? (c) Provide information about the award to offices responsible for reporting, as described in § 37.1025. You should specify requirements for program income, in accordance with § 37.835. (b) They are necessary and reasonable for accomplishment of the research project's objectives. Efforts that attempt to determine and exploit the potential of scientific discoveries or improvements in technology such as new materials, devices, methods and processes. (b) For each other for-profit participant, you: (1) Should require that the participant have an independent auditor (i.e., the DCAA or an independent public accountant) conduct periodic audits of its systems if it expends $750,000 or more per year in TIAs and other Federal assistance awards. on Windows or Additional elements for you to consider in the case of a program that may use TIAs are described in §§ 37.410 through 37.420. Found inside – Page 76[4] Rights Allocation between Business Investment Institutions When the ... banks cannot be a subject in the equity investment agreement directly, ... (b) You receive that authorization in the same way that you receive authority to award other assistance instruments, as described in 32 CFR 21.425 and 21.435 through 21.445. Before deciding that cost sharing is impracticable, you should carefully consider whether there are other factors that demonstrate the recipient's self-interest in the success of the current project. You must submit requests for prior approval to the Assistant Inspector General (Auditing), 4800 Mark Center Drive, Alexandria, VA 22350-1500. Other than that, the program official's substantial involvement in the project should ensure that the Government has advance notice of changes in plans. You must include a provision, in accordance with § 37.875, concerning foreign access and domestic manufacture of products using technology generated under the award. The requirements for the content of the reports are as follows: (a) The program portions of the reports must address progress toward achieving program performance goals, including current issues, problems, or developments. agreements for prototype projects that use 10 U.S.C. Found inside – Page 210603.1340 Technology investment agreement . APPENDIX A TO PART 603 - APPLICABLE FEDERAL STATUTES , EXECUTIVE ORDERS , AND GOVERNMENT - WIDE REGULATIONS ... (2) The type of information is among the following types that are exempt: (i) Proposals, proposal abstracts, and supporting documents; and. (b) If they wish to designate one consortium member to sign the agreement on behalf of the consortium as a whole, you should not decide whether to execute the agreement in that way until you review the consortium's articles of collaboration with legal counsel. for (specific project name) Project Overview. DOE's use of other transactions authority to date has been limited: the department has negotiated one technology investment agreement to construct and operate a facility (an integrated biorefinery) that will convert wood wastes to ethanol. If I am awarding a TIA, what payment methods may I specify? Must I do anything additional to determine the qualification of a consortium? You must require submission of the reports at least annually, and you may require submission as frequently as quarterly (this does not preclude a recipient from electing to submit more frequently than quarterly the financial information that is required to process payment requests if the award is an expenditure-based TIA that uses reimbursement or advance payments under § 37.810(a)). A technology investment agreement may be a cooperative agreement with provisions tailored for involving commercial firms (as distinct from a cooperative agreement subject to all of the requirements in 32 CFR part 34), or another kind of assistance transaction." Legal Definition list. Maximize Your Technology Investment with a Rockwell Automation Integrated Service Agreement Posted on March 11, 2021. There are broad prospects in this regard. What are the expected benefits of those firms’ or divisions’ participation (e.g., is there a specific technology that could be better, more readily available, or less expensive)? 3. (e) The remedy if it later is found that the participant, at the time it entered into the TIA, was performing on a procurement contract or other Federal award subject to the Cost Accounting Standards at 48 CFR part 30 and the cost principles at 48 CFR part 31. Found inside – Page 143... are a singular case in international investment law for two reasons. ... TRIPs was possible thanks to pharmaceutical and technology firms lobbying the ... Found inside – Page 204The report acknowledged that , under a contract , a reasonable charge for ... carrying out the research project under a Technology Investment Agreement are ... TIAs also increase the involvement of commercial firms in an. A Federal Government contract or assistance award for which the amounts of interim payments or the total amount ultimately paid (i.e., the sum of interim payments and final payment) are subject to redetermination or adjustment, based on the amounts expended by the recipient in carrying out the purposes for which the award was made. In general, you must use an expenditure-based TIA under conditions other than those described in § 37.305. The cancellation of a TIA, in whole or in part, at any time prior to either: (a) The date on which all work under the TIA is completed; or. (c) Tracking and processing of reports required by the award terms and conditions, including periodic business status reports, programmatic progress reports, and patent reports. What Provisions May A Participant Need to Include When Purchasing Goods or Services Under a TIA? and. This part establishes uniform policies and procedures for the DoD Components' award and administration of technology investment agreements (TIAs). Federal Supply Schedules – FAR 8.4Commercial Items – FAR 12Simplified Acquisitions – FAR 13Contracting by Negotiation – FAR 15IDIQ – FAR 16.5Letter Contract – FAR 16.603Agreements – FAR 16.7Small Business – FAR 19BAA – FAR 35.016SBIR/STTRCommercial Solutions Opening (CSO), Other Transactions (OT)Procurement for Experiments (2373)R&D AgreementsCooperative R&D Agreement (CRADA)Partnership Intermediary Agreement (PIA)Technology Investment Agreement (TIA). May I tell a participant that information in financial and programmatic reports will not be publicly disclosed? They may be reported either on a cash or accrual basis, as shown in the following table: A legal instrument which, consistent with 31 U.S.C. (l) Audits. You must send a copy of the award document to the: (a) Recipient. You may accept the full value of a donated capital asset if the real property or equipment is to be dedicated to the project and you expect that it will have a fair market value that is less than $5,000 at the project's end. Should I require recipients to mark data? The agreement administrator may approve payment to the recipient after receiving validation from the program manager that the milestone was successfully reached. For example, a for-profit participant would flow down to a university subrecipient the requirements that apply to a university participant. : FA8650-08-2-0001 Total Amount of the Agreement: $0.00 Government share: $0.00 Recipient share: $0.00 Authority: Effective Date: (b) In accordance with 10 U.S.C. As explained in appendix B to this part: (1) You have the flexibility to negotiate patent rights provisions that vary from what the Bayh-Dole statute (Chapter 18 of Title 35, U.S.C.) Requirements concerning debarment and suspension in the OMB guidance in 2 CFR part 180, as implemented by the DoD at 2 CFR part 1125. However, your estimate of the required expenditures need not be a precise dollar amount, as illustrated by the example in paragraph (b) of this section, if: (1) The recipient is contributing a substantial share of the costs of achieving the outcomes, which must meet the criteria in § 37.305(a); and. How involved should the Government program official be in the project? 2371, or a superficial reading of This is a statutory requirement of 10 U.S.C. Provides the text of the SUBPART - Expenditure-Based and Fixed-Support Technology Investment Agreements (CFR). You must: (1) Determine that the total amount of funding for the proposed effort is reasonable, as addressed in § 37.520. If your TIA does include a requirement for annual program plans, you also must require the recipient to submit the annual program plans to the agreements officer responsible for administering the TIA. Of those requirements, the following six apply to all TIAs. You may authorize the recipients to use the forms or formats described in 32 CFR 34.12(d). Enhanced content is provided to the user to provide additional context. Which other parts of the DoD Grant and Agreement Regulations apply to TIAs? [68 FR 47160, Aug. 7, 2003, as amended at 85 FR 51245, Aug. 19, 2020]. Award Terms Affecting Participants' Financial, Property, and Purchasing Systems. Those responsibilities are described in subpart D of 32 CFR part 22. (a) To use a fixed-support TIA, rather than an expenditure-based TIA, you must have confidence in your estimate of the expenditures required to achieve well-defined outcomes. A recipient's self-interest might be driven, for example, by a research project's potential for fostering technology to be incorporated into products and processes for the commercial marketplace. Therefore, all TIAs should address systemic requirements in a uniform way for each type of participant organization. (3) You also may consider whether you want to provide additional flexibility by giving the recipient more time than the standard patent-rights provision does to: (i) Notify the Government of an invention, from the time the inventor discloses it within the for-profit firm. Will the use of a TIA allow firms or business units of firms that traditionally accept Government awards to use new business practices in the execution of the research that will help the DoD get better technology, help the DoD get new technology more quickly or less expensively, or facilitate partnering with commercial firms? 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