JsonB column entry

"title":"Preamble",
    "articleNumber": 0,
    "content":"The purpose of this agreement is to establish a cooperative research and development effort between the U.S. Army Research Laboratory (hereinafter referred to as “ARL”) and @$@org1@$@ (hereinafter referred to as “COLLABORATOR”) that involves research and development consistent with the military requirements of ARL and the technology goals of the COLLABORATOR.\nARL and @$@org1@$@ enter into this Cooperative Research and Development Agreement (CRADA), (hereinafter, “AGREEMENT”), and do now therefore agree to follow the terms and conditions set forth within this AGREEMENT which shall govern the conduct of all future efforts as set forth in attached and subsequent JOINT WORK STATEMENTS:  \n\n################### Optional language if more than 1 External Organization###########\nThe purpose of this agreement is to establish a cooperative research and development effort between the U.S. Army Research Laboratory (hereinafter referred to as “ARL”); @$@org1@$@ (hereinafter, “COLLABORATOR1”); [2ndEXTERNAL ORGANIZATION] (hereinafter, “COLLABORATOR2”); and [3rdEXTERNAL ORGANIZATION] (hereinafter, “COLLABORATOR3”).  All non-ARL parties hereinafter will be identified collectively as the “COLLABORATORS”.  \nARL and the COLLABORATORS enter into this Cooperative Research and Development Agreement (CRADA), (hereinafter, “AGREEMENT”), which involves research and development consistent with the military requirements of ARL and the technology goals of the COLLABORATORS and do now therefore agree to follow the terms and conditions set forth within this AGREEMENT which shall govern the conduct of all future efforts as set forth in attached and subsequent JOINT WORK STATEMENTS: \n\n############################################################################",
    "highlight" : true,
    "table" : [
        {
        "headers": ["Organization", "Legal POC", "Admin POC", "Signatory", "Mailing Address"],
        "data": [
            {
                "Organization": "U.S. ARMY RESEARCH LABORATORY",
                "Legal POC": "Alan Kalb\nARL Legal Counsel\n(301) 394-1769\nalan.i.kalb.civ@mail.mil",
                "Admin POC": "Thomas Mulkern\nTechnology Transfer \n(410) 278-0889 \nthomas.j.mulkern.civ@mail.mil",
                "Signatory": "Dr. Philip Perconti\nDirector (Acting),\nARL \n",
                "Mailing Address": "U.S. Army Research Laboratory \nRDRL-DPT/T. Mulkern \nBldg 321 RM 110\nAPG, MD  21005-5425"
            }
        ]
    }
    ]
},
{
    "title": "General",
    "articleNumber": 1,
    "subarticles":
        [
            {
            "title": "Authority",
            "articleNumber": 1,
            "content": "This AGREEMENT is entered into pursuant to the Federal Technology Transfer Act of 1986, (Public Law No. 99-502), as codified in 15 United States Code (U.S.C.) § 3710a, uscode.house.gov, and implemented by Executive Order 12591 (10 April 1987).  This AGREEMENT is not a procurement contract, grant, or cooperative agreement as those terms are used in 31 U.S.C. §§ 6303, 6304, and 6305."
            },
            {
                "title": "ARL Representative",
                "articleNumber": 2,
                "content": "The person signing this AGREEMENT on behalf of ARL represents that he or she has authority to enter into this AGREEMENT subject to review in limited situations."
            },
            {
                "title": "COLLABORATOR(S) Representative(s)",
                "articleNumber": 3,
                "content": "The person(s) signing this AGREEMENT on behalf of COLLABORATOR(S) represents that he or she has the authority to bind the COLLABORATOR(S) to the terms of this AGREEMENT."
            },
            {
                "title": "No Violation",
                "articleNumber": 4,
                "content": "The execution and delivery of this AGREEMENT does not contravene any material provision of, or constitute a material default under any material agreement binding on COLLABORATOR(S) or ARL or any valid order of any court, or any regulatory agency or other body having authority to which COLLABORATOR(S) or ARL is subject.  "
            }
        ]
},
{
    "title": "Definitions",
    "articleNumber": 2,
    "subarticles": [
        {

        "title":"BACKGROUND INVENTIONS OR NON-SUBJECT DATA",
        "articleNumber": 1,
        "content": "Means inventions or information that do not meet the definition of subject inventions or subject data, respectively. "
        },
        {
            "title": "COMPUTER SOFTWARE OR SOFTWARE",
            "articleNumber": 2,
            "content": "Means computer programs, source code, source code listings, object code listings, designs, details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled.  Computer Software does not include computer databases or computer software documentation."
        },
        {
            "title": "DATA",
            "articleNumber": 3,
            "content": "Means recorded information of any kind regardless of the form or method of the recording, including Technical Data and Computer Software."
        },
        {
            "title": "FUNDAMENTAL RESEARCH",
            "articleNumber": 4,
            "content": "Means research in science, engineering, or mathematics, the results of which ordinarily are published and shared broadly within the research community, and for which the researchers have not accepted restrictions for proprietary or national security reasons. (per 15 Code of Federal Regulations (C.F.R.) § 734.8(c),   www.ecfr.gov (as of 09May2017) “Technology” or “software” that arises during, or results from, fundamental research).  ",
            "subarticles": [
                {
                    "title": "",
                    "articleNumber": 1,
                    "content": "The intent is to identify “fundamental research” as basic and applied research in science and engineering, where the resulting “technology” or “software” that arises during, or results from, such research, and is intended to be published is not subject to the EAR.. "
                },
                {
                    "title": "",
                    "articleNumber": 2,
                    "content": "Further discussions and clarification are can be found in 15 C.F.R. § 734.8."
                }
            ]
        },
        {
            "title": "GOVERNMENT",
            "articleNumber": 5,
            "content": "Means the United States of America (U.S.) and the agencies thereof."
        },
        {
            "title": "GOVERNMENT PURPOSES",
            "articleNumber": 6,
            "content": "Means any activity in which the Government is a party, but does not include for commercial purposes."
        },
        {
            "title": "GOVERNMENT PURPOSE RIGHTS",
            "articleNumber": 7,
            "content": "Means the right of the Government to use, duplicate, or disclose Data, in whole or in part, and in any manner, for Government Purposes only, and to have others to do so for Government Purposes only.  Government Purpose Rights includes competitive procurement, but does not include the right to have or permit others to use, duplicate or disclose Data for commercial purposes."
        },
        {
            "title": "INVENTION",
            "articleNumber": 8,
            "content": "Means any invention or discovery, which is or may be patentable or otherwise protected under U.S.C. Title 35 or any novel variety of plant, which is or may be protectable under the Plant Variety Protection Act (7 U.S.C. §§ 2321 et seq.)."
        },
        {
            "title": "INTELLECTUAL PROPERTY",
            "articleNumber": 9,
            "content": "Means patents, copyrights, and other forms of comparable property rights protected by Federal law and foreign counterparts, except trade secrets and trademarks."
        },
        {
            "title": "JOINT SUBJECT INVENTION",
            "articleNumber": 10,
            "content": "Means a Subject Invention Made jointly by employees of ARL and employees of any COLLABORATOR(S) in the performance of work under this AGREEMENT. "
        },
        {
            "title": "JOINT WORK STATEMENT",
            "articleNumber": 11,
            "content": "Portion of CRADA which outlines the technical goals and objectives of the research collaboration as well supportive information specific to the execution of the scope of work."
        },
        {
            "title": "MADE",
            "articleNumber": 12,
            "content": "Means, when used in conjunction with any Invention, the conception or first actual reduction to practice of the Invention (15 U.S.C. § 3703(8))."
        },
        {
            "title": "PARTY or PARTIES",
            "articleNumber": 13,
            "content": "Means ARL and/or COLLABORATOR(S) based upon usage."
        },
        {
            "title": "PROPRIETARY INFORMATION",
            "articleNumber": 14,
            "content": "Means information that embodies trade secrets exclusively developed at private expense, or business, commercial, or financial information that is privileged or confidential, provided that such information:  (a) is not known or available from other sources without obligations concerning its confidentiality; (b) has not been made available by the owners to others without obligation concerning confidentiality; (c) is not already available to the Government without obligation concerning its confidentiality; and (d) has not been developed independently by persons who have had no access to the information."
        },
        {
            "title": "PROTECTABLE INVENTION INFORMATION",
            "articleNumber": 15,
            "content": "Means information about an Invention in which the Government owns or may own a right, title, or interest, and that are subject to confidentiality under 35 U.S.C. § 205 for a reasonable time in order for a patent application to be filed."
        },
        {
            "title": "RESTRICTED ACCESS INFORMATION",
            "articleNumber": 16,
            "content": "Means Subject Data generated by the Government that would be Proprietary Information if the information had been obtained from a non-Federal collaborator participating in a CRADA.  Under 15 U.S.C. § 3710a(c)(7)(B) the parties mutually may agree to provide appropriate protection to Subject Data generated by the Army against public dissemination or release under the Freedom of Information Act (FOIA) for a period of up to five (5) years after development of the Subject Data"
        },
        {
            "title": "SUBJECT DATA",
            "articleNumber": 17,
            "content": "Means recorded information first produced in performance of this AGREEMENT.  Subject Data includes both Technical Data and Computer Software.  The term does not include Data incidental to the administration of this AGREEMENT, such as financial or management information."
        },
        {
            "title": "SUBJECT INVENTION",
            "articleNumber": 18,
            "content": "Means any Invention Made in the performance of work under this AGREEMENT."
        },
        {
            "title": "SUBJECT SOFTWARE",
            "articleNumber": 19,
            "content": "Means all software, software databases, or software documentation whether or not patentable, that is first produced in the performance of this AGREEMENT."
        },
        {
            "title": "TECHNICAL DATA",
            "articleNumber": 20,
            "content": "Means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation and databases).  The term does not include Computer Software or Data incidental to the administration of this AGREEMENT, such as financial or management information."
        },
        {
            "title": "UNLIMITED RIGHTS",
            "articleNumber": 21,
            "content": "Means the right to use, modify, reproduce, release, disclose, perform, or display Technical Data or Computer Software in whole or in part, in any manner and for any purpose whatsoever, and to have or permit others to do so."
        }
    ]
},
{
    "title": "Cooperative Research",
    "articleNumber": 3,
    "subarticles": [
        {
            "title": "Joint Technical Effort",
            "articleNumber": 1,
            "content": "ARL and COLLABORATOR(S) agree to establish a joint research and development team (hereinafter the “Team”) that shall conduct the sponsored research outlined in the JWS(s).  The nature of this cooperative effort is such that completion of this effort within the period of performance specified or the resources planned cannot be guaranteed.  Accordingly, each Party pledges to support the Team in a mutually cooperative manner, and on a reasonable best effort basis.",
            "subarticles":[
                    {
                        "title": "Scope",
                        "articleNumber": 1,
                        "content": "The parties mutually recognize that the extent of the technical scope of the AGREEMENT purpose cannot be rigidly defined in advance.  As such, no specific minimum or maximum limit is set with regards to either ARL’s or the COLLABORATOR’s involvement, including personnel, facilities, equipment, know-how, information nor any other resource."
                    },
                    {
                        "title": "Review of Work",
                        "articleNumber": 2,
                        "content": "ARL and COLLABORATOR(S) will hold periodic conferences to review the CRADA progress.  The parties agree that the general exchange of information pursuant to this AGREEMENT is not a “collection of information” as defined at 44 U.S.C. § 3502(3) and, therefore, that this CRADA is not subject to the requirements of the Paperwork Reduction Act (44 U.S.C. §§ 3501 et seq.)."
                    }
            ]
        },
        {
            "title": "Joint Work Statement (JWS)",
            "articleNumber": 2,
            "content": "Cooperative research and development efforts under this AGREEMENT shall be performed in accordance with attached and subsequent JWSs.  ARL and COLLABORATOR(S) will participate in this cooperative effort and utilize resources and information consistent with the JWS and their own policies.",
            "subarticles": [
                {
                    "title": "",
                    "articleNumber": 1,
                    "content": "COLLABORATOR(S) may enter into a JWS with any ARL component pursuant to this Agreement.  Each JWS will be assigned a sequential number for project identification purposes. Each JWS or project shall include but not be limited to the following sections:",
                    "subarticles": [
                        {
                            "title": "Specific Definitions",
                            "articleNumber": 1,
                            "content": "To define technical or legal terminology not listed in associated CRADA, Article 2, if prudent or necessary to do so."
                        },
                        {
                            "title": "Summary of Effort",
                            "articleNumber": 2,
                            "content": "To define the research problem, plan, approach and describe support in kind offered by each Party."
                        },
                        {
                            "title": "Estimate of Resources",
                            "articleNumber": 3,
                            "content": "To estimate the various direct and indirect fiscal cost and values that each Party will be leveraging in this effort."
                        },
                        {
                            "title": "Cooperative Research",
                            "articleNumber": 4,
                            "content": "This section provides guidance to procedures and information gathering to participate in the joint technical effort, which often is documented in the Appendices of the JWS.  These include but are not limited to Points of Contact, Researcher Affiliation Identification, Background Intellectual Property, Controlled Materials, and Annual Reporting Information."
                        },
                        {
                            "title": "Specific Negotiated Terms",
                            "articleNumber": 5,
                            "content": "This section is the central location to identify legal terms chosen from pre-negotiated terms as outlined in the CRADA AGREEMENT, or to identify newly negotiated terms specific to the JWS it is listed in.  Intent is to bring key legal decision point to the attention of the technical staff, encouraging enhanced comprehension of research boundaries or limitations.  A JWS may vary individual terms of this AGREEMENT by specifying such variance [e.g., “Master CRADA paragraph x.y. is replaced with the following:  ___”], but only for the terms of that particular JWS."
                        }
                    ]
                },
                {
                    "title": "Executing a JWS",
                    "articleNumber": 2,
                    "content": "A JWS shall not be binding unless and until it is signed by all Parties.  ARL and COLLABORATOR(S) shall identify Signatory, Legal Counsel, and Principal Investigators for each Joint Work Statement under this AGREEMENT."
                },
                {
                    "title": "JWS Changes",
                    "articleNumber": 3,
                    "content": "Each Party may suggest changes to the scope and direction of the cooperative effort and the JWS.  The parties shall make a good faith effort to agree to any changes consistent with the basic scope of research set forth in the JWS.  Modifications will be made in accordance with Article 19, paragraph 19.2 of this AGREEMENT."
                }
            ]
        },
        {
            "title": "Independent Parties",
            "articleNumber": 3,
            "content": "The relationship of COLLABORATOR(S) and ARL to this AGREEMENT is that of independent Parties and not as agents of each other or as a joint venture.  ARL shall maintain sole and exclusive control over its personnel and operations.  COLLABORATOR(S) shall maintain sole and exclusive control over their personnel and operations.",
            "subarticles":[
                {
                    "title": "Hosting Staff Rotation",
                    "articleNumber": 1,
                    "content": "To foster and facilitate collaborative research staff rotations may be undertaken in attached and any subsequent JWS, the scope of this collaboration may range from regular, periodic short term visits to sabbaticals lasting a year or more.  ARL and COLLABORATOR(S) personnel still maintain the independent party relationship with the following allowances." ,
                    "subarticles":[
                        {
                            "title": "Host Facility Regulations",
                            "articleNumber": 1,
                            "content": "All personnel in rotational assignments or on-site collaboration are required to comply with the safety, environmental, security, and operational regulations or requirements of the host facility."
                        },
                        {
                            "title": "Salary and Travel Costs",
                            "articleNumber": 2,
                            "content": "Unless stated otherwise in JWSs, all salary and travel costs associated with the rotation of government personnel will be borne by the Government.  All salary and travel costs associated with staff rotation of COLLABORATOR(S) personnel will be paid for by COLLABORATOR(S)."
                        },
                        {
                            "title": "Administrative Support",
                            "articleNumber": 3,
                            "content": "The host facility will provide adequate office space, communications connections, administrative support, and office supplies, if available, for personnel in rotational assignments."
                        },
                        {
                            "title": "Intellectual Property",
                            "articleNumber": 4,
                            "content": "All personnel in rotational assignments or on-site collaboration shall remain subject to their respective employers intellectual property policies.  This means all personnel in rotational assignments shall not be required to sign any document that subjects an individual to host facility intellectual property policies, including, but not limited to, rights of ownership to inventions.  If any document is mistakenly signed by personnel that purports to subject such personnel to host facility intellectual property rights policies and ownership practices, the host facility agrees that such agreement is null and void or, alternatively, to rescind, revoke and/or cancel the agreement and attendant obligations of the personnel."
                        }
                    ]
                }
            ]
        },
        {
            "title": "Points of Contact (POC)",
            "articleNumber": 4,
            "content": "The principal Points of Contact for ARL and COLLABORATOR(S) are as set forth in Appendix A."
        }
    ]
},
{
    "title": "Reports",
    "articleNumber": 4,
    "subarticles": [
        {
            "title": "Progress and Other Reports",
            "articleNumber": 1,
            "content": "The Parties shall prepare and exchange written reports in accordance with the JWS regarding their cooperative effort to include: results obtained, problems encountered, expenditure of funds, if applicable, and recommendations for further efforts.  Any progress report shall be prepared subject to the joint supervision of the Parties; each shall make their own independent judgment regarding the advancements.  Copies of reports will be emailed to CRADA@arl.army.mil."
        },
        {
            "title": "Annual Updates",
            "articleNumber": 2,
            "content": "The parties shall provide an update on the anniversary of the signing of the Joint Work Statement via email to CRADA@arl.army.mil  in regards to any personnel exchanged, change in estimation of value of effort, subject matter papers written, subject matter invention disclosures, subject matter patent applications or awards and any success stories of note."
        }
    ]
},
{
    "title": "Financial Obligation",
    "articleNumber": 5,
    "subarticles": [
        {
            "title": "",
            "articleNumber": 1,
            "content": "ARL shall not provide any Federal funds to the COLLABORATOR(S) under this AGREEMENT."
        },
        {
            "title": "",
            "articleNumber": 2,
            "content": "COLLABORATOR(S) shall fund all of their own activities under this AGREEMENT.  COLLABORATOR(S) agrees that all JWSs will fall under one of two options listed below.",
            "subarticles":[
                {
                    "title": "No Cost Option",
                    "articleNumber": 1,
                    "content": "The performance of research by ARL under JWSs is not conditioned on the payment of a sum certain by the COLLABORATOR(S)."
                },
                {
                    "title": "Payment to ARL Option",
                    "articleNumber": 2,
                    "content": "COLLABORATOR(S) agrees to reimburse ARL to the extent provided in this paragraph and in JWSs and instructions included therein."
                }
            ]
        },
        {
            "title": "",
            "articleNumber": 3,
            "content": "COLLABORATOR(S) agrees that it will not engage ARL staff to perform research activities which COLLABORATOR(S) has an existing U.S. Government funding agreement to perform, without first allowing ARL to make a determination as to whether the funding represents a potential misappropriation of funds.  COLLABORATOR(S) agree that all JWSs will fall under one of two options listed below.",
            "subarticles": [
                {
                    "title": "",
                    "articleNumber": 1,
                    "content": "COLLABORATOR(S) certifies that all funds either used by COLLABORATOR(S) to perform its activities under this AGREEMENT or transferred from COLLABORATOR(S) to ARL are not from an existing U.S. Government funding agreement. "
                },
                {
                    "title": "",
                    "articleNumber": 2,
                    "content": "COLLABORATOR(S) acknowledges that in such cases where COLLABORATOR(S) uses funding from an existing U.S. Government funding agreement to support activities under this CRADA, COLLABORATOR(S) understands and agrees that the work it performs in support of said JWS is subject to the terms and conditions of that specific U.S. Government Funding Agreement and COLLABORATOR(S) is required to comply with following sub-articles." ,
                    "subarticles":[
                        {
                            "title": "",
                            "articleNumber": 1,
                            "content": "COLLABORATOR(S) will identify/define the previously existing U.S. Government Funding Agreement in the JWS under Article 4.2.2."
                        },
                        {
                            "title": "",
                            "articleNumber": 2,
                            "content": "Prior to commencement of work, COLLABORATOR(S) will provide ARL a copy of the previously existing U.S. Government Funding Agreement for ARL’s examination to evaluate ARL publication and data rights implications for utilizing such funding."
                        },
                        {
                            "title": "",
                            "articleNumber": 3,
                            "content": "COLLABORATOR(S) agrees that it shall report all subject inventions to ARL subject to this CRADA as well as to the funding agency of the previously existing U.S. Government Funding Agreement."
                        }
                    ]
                }
            ]
        },
        {
            "title": "Payment",
            "articleNumber": 4,
            "content": "In circumstances where funding is due to ARL from the COLLABORATOR(S), a check or U.S. Postal Money Order, payable to the “Treasurer of the United States” with the CRADA/JWS agreement number in its memo section, should be mailed to:  “U.S. Army Research Laboratory, Technology Transfer Office, RDRL-DPT/Thomas Mulkern, Bldg 321 Rm 110, APG MD 21005-5425.”  Email notification of payments sent should be addressed to the ARL Administrative POC listed in Appendix A of the JWS."
        }
    ]
},
{
    "title": "Title to Property",
    "articleNumber": 6,
    "subarticles": [
        {
            "title": "Title to Preexisting or Acquired Tangible Property",
            "articleNumber": 1,
            "content": "Each Party shall retain title to all tangible property to which it had title prior to the effective date of this AGREEMENT or to which it acquired or acquires title, by purchase or by fabrication, outside of the scope of this AGREEMENT.  Consumable property to be used pursuant to this AGREEMENT shall remain the property of the original owning Party until consumed."
        },
        {
            "title": "Title to Developed Property",
            "articleNumber": 2,
            "content": "All tangible property fabricated or acquired under this AGREEMENT with all components provided by one Party shall remain the property of that Party.  Tangible property having any component purchased or supplied by the Government shall be the property of the Government, unless such tangible Government components reasonably can be separated from non-Government components without damage to any of the individual components comprising the tangible property.  After termination of this AGREEMENT, the Parties may, by mutual consent, separate the tangible property into its components and the separated components shall remain the property of the Party that originally acquired or fabricated same."
        },
        {
            "title": "Tangible Property Operational and Disposition Costs",
            "articleNumber": 3,
            "content": "Each Party shall be responsible for all costs of maintenance, removal, storage, repair, disposal and shipping of all tangible property to which it has title."
        },
        {
            "title": "Disposal of Tangible Property",
            "articleNumber": 4,
            "content": "Unless otherwise agreed, each Party shall take possession of its respective tangible property within sixty (60) days of termination of this AGREEMENT or related JWS, whichever occurs first.  Each Party shall cooperate with the other Party in the recovery or disposition of the other Party’s property."
        }
    ]
},
{
    "title": "Patents",
    "articleNumber": 7,
    "subarticles": [
        {
            "title": "Background Inventions",
            "articleNumber": 1,
            "content": "This AGREEMENT does not grant any implied licenses for practicing background inventions in the performance of work outside of this AGREEMENT.  However, as to work performed under this AGREEMENT in accordance with the JWS, the Parties agree to refrain from asserting any claims of patent infringement or other violations of Intellectual Property rights which the Parties own or control."
        },
        {
            "title": "Invention Reporting",
            "articleNumber": 2,
            "content": "",
            "subarticles":[
                {
                    "title": "Annual Report of Subject Inventions",
                    "articleNumber": 1,
                    "content": "Each Party shall provide to the other Party an annual report every twelve (12) months from the effective date of the JWS, listing all Subject Inventions made under the JWS during the term of the JWS and referencing the CRADA/JWS number.  The annual report shall also represent that all Subject Inventions have been reported or that there were no Subject Inventions for that period.  A copy of this report will be emailed to CRADA@arl.army.mil with the subject line referencing the ARL CRADA/JWS number."
                },
                {
                    "title": "Detailed Disclosure of Subject Inventions",
                    "articleNumber": 2,
                    "content": "Each Party shall prepare a written disclosure of each Subject Invention made by its employee(s), in sufficient detail to convey a clear understanding of the Invention.  Each Party shall provide a copy of the detailed disclosure to the other Party by the earliest of:  (a) two (2) months after receiving a completed disclosure from its employee(s); or (b) six (6) months after the Party first becomes aware that a Subject Invention has been made by its employee(s).  In the case of joint inventorship, unless the Government agrees otherwise, it shall be the responsibility of the COLLABORATOR(S) to prepare and provide the detailed disclosure as described above, and the non-preparing Party shall cooperate fully in the preparation of the detailed disclosure."
                }
            ]
        },
        {
            "title": "ARL Subject Inventions",
            "articleNumber": 3,
            "content": "ARL, on behalf of the Government, shall retain title to each Subject Invention Made solely by its employees.  ARL has the first right to file patent applications on these Subject Inventions at its own expense.  For the limited purposes of performance of the JWS, ARL grants to COLLABORATOR(S) a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced ARL Subject Inventions.  Such nonexclusive license shall be evidenced by a Confirmatory License Agreement provided by each party in a form acceptable by the other party."
        },
        {
            "title": "Collaborator Subject Inventions",
            "articleNumber": 4,
            "content": "COLLABORATOR(S) shall retain title to each Subject Invention Made solely by its employees.  COLLABORATOR(S) has the first right to file patent applications on these Subject Inventions at COLLABORATOR(S)’s own expense.  In accordance with 15 U.S.C. § 3710a(b)(2), the COLLABORATOR(S) grants to the Government a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced throughout the world by or on behalf of the Government for research or other Government Purposes Subject Inventions made under this AGREEMENT by COLLABORATOR(S) and COLLABORATOR(S)’s employees.  Such nonexclusive license shall be evidenced by a Confirmatory License Agreement provided by each party in a form acceptable by the other party.\nFurther, COLLABORATOR(S) agrees to secure for the Government rights in any inventions Made by other entities in performing work called for by this CRADA for the benefit of COLLABORATOR(S).  The rights to be secured by COLLABORATOR(S) for the Government in such circumstance shall be the same rights which would inure to the Government if such inventions were Subject Inventions under this AGREEMENT.  Such rights shall be evidenced by a Confirmatory License Agreement prepared by COLLABORATOR(S) in a form acceptable by the other party. "
        },
        {
            "title": "Joint Subject Inventions",
            "articleNumber": 5,
            "content": "",
            "subarticles" :[
                {
                    "title": "",
                    "articleNumber": 1,
                    "content": "Title to Subject Inventions made jointly by employees of ARL and COLLABORATOR(S) shall be held jointly by the Government and COLLABORATOR(S).  COLLABORATOR(S) shall have the initial option to file patent applications on joint Subject Inventions at its own expense.  If COLLABORATOR(S) declines to file or complete prosecution of such patent applications, COLLABORATOR(S) waives co-ownership interest and agrees to assign its title to such joint Subject Inventions to the Government."
                }
            ]
        },
        {
            "title": "Filing of Patent Applications",
            "articleNumber": 6,
            "content": "",
            "subarticles":[
                {
                    "title": "First Rights Party",
                    "articleNumber": 1,
                    "content": "The Party having the right to retain title and/or file patent applications on a specific invention, hereinafter “First Rights Party,” may elect to file patent applications thereon provided it so advises the other Party within sixty (60) days from the date it discloses the Subject Invention to the other Party, but see 7.6.3.  Any election NOT to file a patent application shall also be conveyed, in writing, by the same date.  In the event that the First Rights Party fails to advise the other Party of its intent to file patent applications and in what countries it intends to file within ninety (90) days from the date it reports the Subject Invention, the other Party may elect to file patent applications on such Subject Invention in those countries for which an affirmative election has not been timely made."
                },
                {
                    "title": "Failure to File",
                    "articleNumber": 2,
                    "content": "The First Rights Party shall file within six (6) months from the date it discloses the Subject Invention to the other Party or before any statutory bar date, if same is earlier.  If the First Rights Party fails to file within six (6) months from the date it discloses the Subject Invention to the other Party, or at least one month before a statutory bar date, fails to provide assurance of filing before the statutory bar date, the other Party may elect to file patent applications on such Subject Invention in those countries where a patent application has not been timely made or assured.  For purposes of this paragraph, the filing of a U.S. Patent application qualifying as a priority document for filing of an International Patent Application under the Patent Cooperation Treaty (PCT) shall be deemed a timely application filing in PCT signatory countries."
                },
                {
                    "title": "Written Notice",
                    "articleNumber": 3,
                    "content": "If the First Rights Party elects not to file a PCT application, elects not to designate all PCT countries, or elects not to enter the national phase in any PCT signatory country and elects not otherwise to pursue patent rights in all countries, the First Rights Party shall provide written notice to the other Party not less than ninety (90) days before the expiration of the applicable deadline for filing, designation, or entry of national phase.  In such an event, the other Party may elect to file the application or continue the prosecution."
                },
                {
                    "title": "Other Party Rights",
                    "articleNumber": 4,
                    "content": "If the other Party elects to file a patent applications, First Rights Party agrees to assign to the other Party its rights, title, and interest in such patent rights and to cooperate with the other Party in the preparation and filing of patent applications.  The assignment of the above rights to the other Party shall be subject to the retention by the First Rights Party of a royalty-free, nonexclusive, irrevocable license to practice or have practiced the Subject Invention worldwide by or on behalf of that Party.  Where both Parties will be filing or prosecuting an application in different countries, the assignment shall reflect this distinction of rights by jurisdiction."
                },
                {
                    "title": "U.S. Inventions",
                    "articleNumber": 5,
                    "content": "To avoid potential deemed or actual export of information subject to the International Traffic in Arms Regulations (ITAR) or other export control laws, the Parties agree that any patent application for an invention first made in the United States will be first filed in the United States as a U.S. domestic (not PCT) patent application."
                }
            ]
        },
        {
            "title": "Patent Expenses and Cooperation",
            "articleNumber": 7,
            "content": "The expense attendant to the filing of patent applications as specified above shall be borne by the Party filing the patent application.  Each Party shall provide the other Party with a copy of each patent application (and subsequent prosecution documents upon request by the other Party) it files in the U.S. Patent and Trademark Office or any foreign patent offices, along with the power to inspect and make copies of all documents retained in the official patent application files by the applicable patent offices.  Copies so obtained will by their nature be unmarked.  Such copies will be presumed protected until verified otherwise.  The Party filing the patent application shall have the right to control the prosecution of the application.  The Parties agree to cooperate with each other in preparing and prosecuting patent applications."
        },
        {
            "title": "Maintenance Fees",
            "articleNumber": 8,
            "content": "At its option, the Party filing the patent application will pay all patent maintenance fees to the U.S. Patent and Trademark Office; or, if a foreign patent issues, pay annuities to any foreign patent offices, respectively in order to maintain the patent’s enforcement.  If that Party decides not to pay maintenance fees or annuities, it shall notify the other Party, who may pay the maintenance fees or annuities if it desires to maintain the enforcement of the patent.  The notification shall be given sixty (60) days or more prior or after the maintenance fee payment window has opened.  If one Party decides not to pay such maintenance fees or annuities, and the other Party elects to pay such maintenance fees or annuities, the first Party will assign title to the patent to the other Party ready and able to pay such maintenance fees or annuities."
        },
        {
            "title": "Exclusive Licensing of Subject Inventions",
            "articleNumber": 9,
            "content": "ARL agrees to enter into negotiations in good faith with COLLABORATOR(S) for an exclusive license to COLLABORATOR(S) within specified fields of use, at reasonable rate, terms and conditions (including optionally a right of patent enforcement), of ARL-Made or Jointly-Made Subject Inventions.  Any such license agreement shall be subject to a nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention or have the invention practiced throughout the world by or on behalf of the Government.  ARL reserves the right to ensure that any license it grants to COLLABORATOR(S) is consistent with the Government’s international treaty and agreement obligations.  COLLABORATOR(S) shall notify ARL in writing of its interest in obtaining exclusive license rights within thirty (30) days of Subject Invention patent application filing."
        },
        {
            "title": "Assignment and Transfer",
            "articleNumber": 10,
            "content": "Unless specifically stated otherwise in the licensing agreement, COLLABORATOR(S) agrees that any nontransferable license granted to COLLABORATOR(S) by the Government pursuant to this Article may not be assigned, sublicensed, or otherwise disposed of without prior notification to the Government and receipt of Government approval."
        },
        {
            "title": "Government Retained Rights",
            "articleNumber": 11,
            "content": "The Parties acknowledge the rights of the Government in any invention which has been assigned or exclusively licensed to COLLABORATOR(S) under 15 U.S.C. §§ 3710a(b)(1)(B) and (C)."
        }
    ]
},
{
    "title": "Copyrights",
    "articleNumber": 8,
    "subarticles": [
        {
            "title": "Works Created Solely by Collaborator",
            "articleNumber": 1,
            "content": "COLLABORATOR(S) retains all ownership to copyrights for original works of authorship created solely by COLLABORATOR(S)’s employees (or for hire by COLLABORATOR(S)) in the course of performance of work under this AGREEMENT.  COLLABORATOR(S) grants to the Government a royalty-free, nonexclusive, irrevocable license to use, modify, prepare derivative works, reproduce, distribute, perform, and display worldwide such copyrighted works by or on behalf of the Government for Government purposes."
        },
        {
            "title": "Jointly Created Works",
            "articleNumber": 2,
            "content": "Ownership to copyrights for original works of authorship created jointly by ARL employees and COLLABORATOR(S)’s employees (or for hire by COLLABORATOR(S)) in the course of performance of work under this AGREEMENT is vested in COLLABORATOR(S).  COLLABORATOR(S) grants to the Government a royalty-free, nonexclusive, irrevocable license to use, modify, prepare derivative works, reproduce, distribute, perform, sell or resell, and display worldwide such copyrighted works.  COLLABORATOR(S) agrees to share revenues in jointly created works with ARL at reasonable rates, terms, and conditions agreed upon by the Parties. "
        },
        {
            "title": "Works Created Solely by ARL",
            "articleNumber": 3,
            "content": "Pursuant to 17 U.S.C. § 105, copyright protection in the United States is not available for works of the Government."
        },
        {
            "title": "Copyright Statement",
            "articleNumber": 4,
            "highlight" : true,
            "content": "COLLABORATOR(S) shall include the following statement on any text, drawing, mask work or other work of authorship, that may be copyrighted under 17 U.S.C., which is created in the performance of this AGREEMENT:\n“THE U.S. GOVERNMENT HAS A COPYRIGHT LICENSE IN THIS WORK PURSUANT TO A COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENT WITH @$@org1@$@”"
        }
    ]
},
{
    "title": "Trademarks",
    "articleNumber": 9,
    "subarticles": [
        {
            "title": "",
            "articleNumber": 1,
            "content": "COLLABORATOR(S) and ARL agree to negotiate in good faith Trademark licensing agreements when requested by the other Party.  A Party intending to claim or assert a trademark with respect to the subject of this AGREEMENT shall provide the other Party immediate notice of such intent."
        }
    ]
},
{
    "title": "Exchange of Technical Data and Software",
    "articleNumber": 10,
    "subarticles": [
        {
            "title": "Exchange of Data",
            "articleNumber": 1,
            "content": "Unless prohibited by law or regulation, the Parties agree to exchange all subject data relevant to the performance of this AGREEMENT.  Absent actual knowledge to the contrary, information that is not marked as being protected in accordance with the terms of this AGREEMENT, shall be presumed to be unprotected and releasable. See Article 7, paragraph 7.7, for an exception.  \nAny data and/or software the COLLABORATOR(S) exchanges with ARL that has restrictive markings or legends affixed thereto pursuant to and authorized by any previous or existing funding agreement, as that term is defined in 35 U.S.C. § 201, shall be handled by ARL in accordance with the funding agreement, the FAR, DFARS and any other applicable regulations. Once notified by ARL, restrictive markings not in a format authorized by the FAR, DFARS or COLLABORATOR(S) funding agreement must be removed or corrected by COLLABORATOR(S) within sixty (60) days or ARL may ignore any nonconforming marking."
        },
        {
            "title": "Software",
            "articleNumber": 2,
            "content": "To the extent not otherwise governed by the Articles on Patents and Copyrights, the developing Party will provide the other Party with the executable code, and minimum support documentation needed by a competent user to use Software created in performance of work under this AGREEMENT for the sole purpose of performing this AGREEMENT. "
        }
    ]
},
{
    "title": "Protected Information",
    "articleNumber": 11,
    "highlight": true,
    "subarticles": [
        {
            "title": "Exchange of Data",
            "articleNumber": 1,
            "content": "Either Party may make any use of any Subject Data of the other Party as it requires for purposes of fulfilling its responsibilities under the AGREEMENT, subject to export control requirements and the Government’s right to designate materials as classified.  Where the Government wishes to make a non-public disclosure to a third party of Data designated as Proprietary Information, the Government will first require the proposed third party recipient to execute a Non-Disclosure Agreement limiting the recipient’s use to be for purposes of fulfilling its responsibilities under this AGREEMENT.  Absent actual knowledge to the contrary, Data that is not marked as being protected in accordance with the terms of this AGREEMENT, shall be presumed to be unprotected and releasable to which the Government will have Unlimited Rights."
        },
        {
            "title": "Protected Data",
            "articleNumber": 2,
            "highlight": true,
            "subarticles": [
                {
                    "title": "Form",
                    "articleNumber": 1,
                    "content": "COLLBORATOR(S) shall place a proper proprietary marking on each medium used for recording Data that COLLBORATOR(S) delivers to ARL under this AGREEMENT that COLLBORATOR(S) asserts is Proprietary Information.  COLLABORATOR(S) shall request in writing if it wishes Subject Data generated by ARL to be marked as Restricted Access Information. The Parties together shall confer to determine if such marking is appropriate, with reference to the definitions in Article 2 entitled “Definitions.” \nProprietary Information may be disclosed to the other Party orally, electronically, visually, in writing, or in any other tangible or intangible form.  If the Proprietary Information is initially disclosed in a non-fixed media, then the Party disclosing the information shall furnish the other Party with the information in a fixed medium marked appropriately and within thirty (30) days of its initial disclosure.  Failure to furnish the fixed medium within thirty (30) days, or to prominently mark the information as proprietary or otherwise protected, will not automatically result in the loss of the information’s protected status.  However, such action will excuse any Party’s unauthorized disclosure or use of the information caused by the failure to meet the thirty (30) day period to properly mark the information."
                },
                {
                    "title": "Collaborator Non-Subject Data",
                    "articleNumber": 2,
                    "highlight": true,
                    "content": "COLLBORATOR(S) shall place a proprietary marking on all Non-Subject Data it asserts as Proprietary Information that is furnished to ARL.  The markings shall prominently and explicitly identify which Non-Subject Data is Proprietary Information and which Non-Subject Data is not Proprietary Information.  For Non-Subject Data that are Proprietary Information, the marking shall read:\n“PROPRIETARY INFORMATION OF @$@org1@$@ – GOVERNMENT HAS GOVERNMENT PURPOSE RIGHTS AND WILL PROTECT IN ACCORDANCE WITH ARL CRADA NUMBER @$@cradaNum@$@”"
                },
                {
                    "title": "Collaborator Subject Data",
                    "articleNumber": 3,
                    "highlight": true,
                    "content": "COLLBORATOR(S) shall place a proprietary marking on all Subject Data it asserts as Proprietary Information that is furnished to ARL.  The markings shall prominently and explicitly identify which Subject Data is Proprietary Information and which Subject Data is not Proprietary Information.  For Subject Data that are Proprietary Information the marking shall read:\n “PROPRIETARY INFORMATION OF @$@org1@$@ – GOVERNMENT HAS GOVERNMENT PURPOSE RIGHTS AND WILL PROTECT IN ACCORDANCE WITH ARL CRADA NUMBER @$@cradaNum@$@”"
                },
                {
                    "title": "Government Non-Subject Data and Protectable Invention Information",
                    "articleNumber": 4,
                    "highlight": true,
                    "content": "ARL shall place a nondisclosure marking on all Non-Subject Data that is Proprietary Information or Protectable Invention Information and furnished to COLLBORATOR(S).  Such marked Data, as long as it remains protected, shall not be disclosed or otherwise made available by COLLABORATOR(S) outside the Parties without the written consent of ARL.\n“DATA PROTECTED FROM RELEASE OR DISCLOSURE UNDER 35 U.S.C. §§ 205 AND/OR 5 U.S.C. CHAPTER 5, SUBCHAPTER II IN ACCORDANCE WITH ARL CRADA NUMBER @$@cradaNum@$@”"
                },
                {
                    "title": "Government Subject Data",
                    "articleNumber": 5,
                    "highlight": true,
                    "content": "ARL shall place a nondisclosure marking on all Subject Data agreed to by the Parties to be protected as “Restricted Access Information.”  For Government Subject Data that are Restricted Access Information the marking shall read:\n“RESTRICTED ACCESS INFORMATION – GOVERNMENT HAS GOVERNMENT PURPOSE RIGHTS AND WILL PROTECT IN ACCORDANCE WITH ARL CRADA NUMBER @$@cradaNum@$@ UNTIL THREE (3) YEARS AFTER THE INFORMATION HAS BEEN DEVELOPED AND THEREAFTER SHALL HAVE UNLIMITED RIGHTS.”"
                },
                {
                    "title": "Standard of Care",
                    "articleNumber": 6,
                    "content": "Each Party is obligated to use not less than reasonable care in the protection of properly marked data."
                },
                {
                    "title": "Disputes Disagreements",
                    "articleNumber": 7,
                    "content": "Between the Parties regarding the appropriate marking for Data shall be resolved in accordance with Article 16, Disputes.  Resolution of such disagreements shall give priority to implementing all the rights and licenses contained within this AGREEMENT."
                }
            ]
        }
    ]
},
{
    "title": "Publications",
    "articleNumber": 12,
    "subarticles": [
        {
            "title": "",
            "articleNumber": 1,
            "content": "Information is “published” when it becomes generally accessible to the interested public in any form (15 C.F.R. § 734.7 Published).  Each party desiring to publish information or press releases pertaining to work performed under this AGREEMENT agrees to determine the nature or limitation of the research outlined in a specific JWS and fall under one of the two options listed below.",
            "subarticles": [
                {
                    "title": "Publication of research performed under this AGREEMENT which falls under “Fundamental Research Limitation.”   ",
                    "articleNumber": 1,
                    "content": "Prepublication review by either Party solely to ensure that publication would not compromise patent rights does not change the status of fundamental research, so long as the review causes no more than a temporary delay in publication of the research results. ",
                    "subarticles": [
                        {
                            "title": "",
                            "articleNumber": 1,
                            "content": "Submit to other party any proposed “publishing” not less than thirty (30) days prior to submission to review for proprietary information and assess the patentability of any invention described in the material.  If the non-disclosing Party has any objection(s) due to such review, they shall provide a written response to the disclosing party within thirty (30) days.  "
                        },
                        {
                            "title": "",
                            "articleNumber": 2,
                            "content": "If the non-disclosing party decides that a patent application should be filed, the proposal publication or presentation shall be delayed an additional seventy-five (75) days or until a patent application is filed, whichever is sooner."
                        }
                    ]
                }
            ]
        },
        {
        "title": "Publication of work performed under this AGREEMENT which does not fall under “Fundamental Research Limitation”",
        "articleNumber": 2,
        "content": "As described in paragraph 13.3, either Party shall submit to the other Party any proposed written or oral publications not less than thirty (30) days prior to submission for publication.  If they have any objection to the publication, the Party receiving the proposed publication shall provide a written response within thirty (30) days.  A proposed publication that contains information marked protected by either Party requires an affirmative consent by both Parties in order to release the publication.  Such consent will not be unreasonably withheld or delayed."
        }
    ]
},
{
    "title": "Export Control",
    "articleNumber": 13,
    "subarticles": [
        {
            "title": "Fundamental Research Limitation",
            "articleNumber": 1,
            "content": "The research developed and delivered by the COLLABORATOR(S) under this agreement, including all data, inventions, discoveries, copyrightable works, software, tangible materials and information, will be confined to “fundamental research” as defined by ITAR and Export Administration Regulations (EAR) regulations (collectively, “Export Control Regulations”) and will therefore not be restricted under the Commerce Control List of the Export Control Regulations or the US Munitions List of the International Traffic in Arms Regulations.  Further, faculty and/or students which qualify as “foreign persons” shall not be restricted from participating in these research efforts pursuant to this agreement should therefore not be subject to Export Control.  Should ARL believe at some point in this collaborative project that materials which are being developed pursuant to this agreement are deemed “export controlled,” ARL must provide specific information to the COLLABORATOR(S) Administrative Contact as to the regulation under which the materials are classified as “controlled.”  The parties may terminate the agreement for convenience if the COLLABORATOR(S) is unable to perform the type of project ARL requires."
        },
        {
            "title": "Compliance with Export Control",
            "articleNumber": 2,
            "content": " This AGREEMENT is subject to United States laws and regulation controlling the export (15 C.F.R. § 734.13) of technical data; computer software, laboratory prototypes and all other export controlled commodities.  These laws include, but are not limited to the Arms Export Control Act and Export Administration Act as they may be amended.  All rights granted by this AGREEMENT are contingent upon compliance with these laws and regulations.  COLLABORATOR(S) shall not, directly or indirectly, export any export controlled commodities, which are subject to this AGREEMENT, unless the required authorization and/or license is obtained from the required Government agency(ies) prior to export.  COLLABORATOR(S) shall notify ARL in writing thirty (30) days prior to of its intent to obtain an export license for technologies and/or equipment resulting under this AGREEMENT.  By granting rights in this AGREEMENT, ARL does not represent that export authorization or an export license will not be necessary or that such authorization or export license will be granted. \nThe COLLABORATOR(S) agrees to report within the JWS, all COLLABORATOR(S) employees, to include foreign national employees that will conduct research described within that JWS under this AGREEMENT.  COLLABORATOR(S) agrees to abide by the terms and conditions of paragraph 13.2 of this AGREEMENT should COLLABORATOR(S) employ non-resident aliens to conduct the work described in the JWS under this AGREEMENT."
        },
        {
            "title": "Classified Data",
            "articleNumber": 3,
            "content": "The work performed under this AGREEMENT may cover classified national security information and unclassified Military Critical Technology (MCT).  All personnel, government and non-government, working with classified material must have an appropriate security clearance and need to know.  Any exchange of classified data with industry shall comply with the National Industrial Security Program Operating Manual, DoD 5220.22-M (February 2006) and the DD-254, DoD Contract Security Classification Specification. If required, the COLLABORATOR(S) must also be certified by the Joint Certification Program (JCP) to receive MCT and technical data governed by DoD Directive 5230.25.  This data must be controlled in accordance with ITAR."
        }
    ]
},
{
    "title": "Competitiveness",
    "articleNumber": 14,
    "subarticles":  [
        {
            "title": "Recognizing the Government''s preference",
            "articleNumber": 1,
            "content": "To enter into Cooperative Research and Development Agreements with businesses that will enhance U.S. competitiveness, as promulgated in 15 U.S.C. § 3710a(c)(4), COLLABORATOR(S) agrees that it will make reasonable commercial efforts to have any products embodying inventions made under this AGREEMENT or produced through the use of such inventions shall be manufactured substantially in the United States."
        }
    ]
},
{
    "title": "Termination",
    "articleNumber": 15,
    "subarticles":  [
        {
            "title": "Mutual Consent",
            "articleNumber": 1,
            "content": "COLLABORATOR(S) and ARL may terminate this AGREEMENT at any time by mutual consent."
        },
        {
            "title": "Unilateral Action",
            "articleNumber": 2,
            "content": "Either Party may unilaterally terminate this AGREEMENT by giving the other Party written notice, not less than thirty (30) days prior to the desired termination date.  Pending termination pursuant to this Article, the Parties agree that performance of work under this AGREEMENT shall continue diligently in accordance with the JWS."
        },
        {
            "title": "Termination Costs",
            "articleNumber": 3,
            "content": "Unless otherwise explicitly provided in this AGREEMENT, each Party shall be solely responsible for all of the costs it has incurred under this AGREEMENT through the effective date of termination as well as any costs it incurs after the effective date of termination."
        },
        {
            "title": "Disposition",
            "articleNumber": 4,
            "content": "Upon termination, the Parties shall specify the disposition of property, inventions, and other results of work accomplished or in progress, under this AGREEMENT, if such disposition is not otherwise specified."
        }
    ]
},
{
    "title": "Disputes",
    "articleNumber": 16,
    "subarticles":  [
        {
            "title": "Settlement",
            "articleNumber": 1,
            "content": "Any disputes arising under this AGREEMENT that are not disposed of by agreement of the Parties, shall be submitted jointly to the signatories of this AGREEMENT.  A joint decision of the signatories or their designees shall be the disposition of such disputes.  The Parties may use alternative disputes resolution (ADR) techniques to resolve disputes brought to their attention; however, nothing in this AGREEMENT precludes either Party from pursuing resolution of a dispute by other means."
        },
        {
            "title": "Continuation of Work",
            "articleNumber": 2,
            "content": "Pending dispute resolution pursuant to this Article, the Parties agree that performance of work under this AGREEMENT shall continue diligently in accordance with the JWS."
        }
    ]
},
{
    "title": "Liability",
    "articleNumber": 17,
    "subarticles":  [
        {
            "title": "No Warranty",
            "articleNumber": 1,
            "content": "The Parties make no express or implied warranty as to the conditions of the research, inventions, technical data, or products exchanged, made, or developed under this AGREEMENT, or the ownership, merchantability, or fitness for a particular purpose, technical feasibility, or freedom from infringement of intellectual property rights of the research, inventions, technical data, or products.  Neither Party shall be liable for lost profits, lost savings, special, consequential, incidental, or other indirect damages, even if such Party is made aware of the possibility thereof."
        },
        {
            "title": "Products Liability",
            "articleNumber": 2,
            "content": "To the extent not specifically prohibited by applicable State or local law and without waiving sovereign immunity, COLLABORATOR(S) agrees to indemnify and hold harmless the Government for any loss, claim, damage, expense, or liability of any kind occurring as a result of the making, using, or selling of a product, process, or service by or on behalf of the COLLABORATOR(S), its assignees and licensees, which was derived from work performed under this AGREEMENT.  In respect to this provision, the Government shall not be considered an assignee or licensee of the COLLABORATOR(S) as a result of reserved Government rights under this CRADA.  The Government’s liability for losses, claims, damages, or expenses of the COLLABORATOR(S) occurring as a result of the making, using, or selling of a product, process, or service by or on behalf of the Government shall be governed by the provisions of the Federal Tort Claims Act."
        },
        {
            "title": "Parties’ Employees",
            "articleNumber": 3,
            "content": "To the extent not specifically prohibited by applicable State or local law and without waiving sovereign immunity, the COLLABORATOR(S) shall indemnify and hold harmless the Government for any loss, claim, damage, expense, or liability of any kind involving an employee of the COLLABORATOR(S) arising in connection with the performance of work under this AGREEMENT, except to the extent that such loss, claim, damage, or liability arises from the negligence of the ARL or its employees.  The Government’s liability for the loss of property, personal injury or death, or otherwise arising out of any negligent act or omission of its employees in connection with the performance of work under this AGREEMENT shall be governed solely by the Federal Tort Claims Act."
        },
        {
            "title": "Notice and Assistance",
            "articleNumber": 4,
            "content": "The indemnification provisions of this Article shall apply only if the U.S. Army Research Laboratory upon which the claim or lawsuit is asserted gives the COLLABORATOR(S) prompt notice of the claim or lawsuit and allows the COLLABORATOR(S) to participate in the defense/adjudication of the claim or lawsuit as is permitted by applicable laws and Government regulations."
        },
        {
            "title": "Force Majeure Events",
            "articleNumber": 5,
            "content": "Neither Party shall be liable for any unforeseen event beyond its reasonable control not caused by the fault or negligence of such Party, which causes such Party to be unable to perform its obligations under this AGREEMENT and which it has been unable to overcome by the exercise of due diligence.  Such unforeseen events include, but are not limited to, fire, storm, flood, earthquake, or other natural catastrophes, accidents, acts of civil disturbance or disobedience, war, acts of terrorism, rebellion, insurrection, labor strikes or disputes, compliance with any laws, requirements, rules, regulations, or orders of any governmental authority or instrumentality thereof, sabotage, invasion, quarantine, and embargoes."
        }
    ]
},
{
    "title": "Enforcement",
    "articleNumber": 18,
    "subarticles":  [
        {
            "title": "Governing Law",
            "articleNumber": 1,
            "content": "The laws applicable to the Federal Government of the United States of America shall govern the construction, validity, performance, and effect of this AGREEMENT for all purposes.  COLLABORATOR(S) will be subject to any Federal, State, or Local laws governing their activities under this AGREEMENT."
        },
        {
            "title": "Headings",
            "articleNumber": 2,
            "content": "Titles of the Articles and Sub-articles of this AGREEMENT are for convenience and reference only, and shall in no way affect the interpretation thereof."
        },
        {
            "title": "Waivers",
            "articleNumber": 3,
            "content": "None of the provisions of this AGREEMENT shall be considered waived by any Party hereto, unless such waiver is given in writing to the other Party.  The failure of any Party to insist upon strict performance of any of the terms and conditions hereof, or a failure or a delay in exercising any rights provided herein or by law, shall not be deemed a waiver of any rights of such Party."
        },
        {
            "title": "Provisions Contrary to Law",
            "articleNumber": 4,
            "content": "Any AGREEMENT provision that is prohibited by law is void and shall not impair, affect, or invalidate the other provisions of this AGREEMENT."
        }
    ]
},
{
    "title": "Modification",
    "articleNumber": 19,
    "subarticles":  [
        {
            "title": "Entire Agreement",
            "articleNumber": 1,
            "content": "This AGREEMENT constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior representations or agreements relating hereto, which have been merged into this document and are superseded in totality by this AGREEMENT.  This AGREEMENT shall not be used to alter or interpret the provisions or clauses of any other contract or agreement."
        },
        {
            "title": "Agreement Modification",
            "articleNumber": 2,
            "content": "If any Party desires to modify this AGREEMENT, and upon giving reasonable notice of the proposed modification by the Party desiring the modification, the Parties shall confer in good faith to determine the desirability of such modification.  Such modification shall take effect upon a written amendment being signed by all the Parties hereto by their duly authorized representatives."
        }
    ]
},
{
    "title": "Assignment",
    "articleNumber": 20,
    "subarticles":  [
        {
            "title": "",
            "articleNumber": 1,
            "content": "Neither this AGREEMENT nor any rights or obligations of any Party hereunder may be assigned or transferred without the prior written consent of the other Party.  Such consent shall not be unreasonably withheld."
        }
    ]
},
{
    "title": "Notices",
    "articleNumber": 21,
    "subarticles":  [
        {
            "title": "",
            "articleNumber": 1,
            "content": "All notices pertaining to this AGREEMENT shall be in writing and shall be signed by an authorized representative of the Party giving notice.  Notices shall be sent by certified mail, return receipt requested, with postage prepaid, express mail, or private delivery service and addressed to the Administrative POC at the Mailing address as defined in Appendix A."
        }
    ]
},
{
    "title": "Endorsement",
    "articleNumber": 22,
    "subarticles":  [
        {
            "title": "",
            "articleNumber": 1,
            "content": "Neither ARL nor the Government directly or indirectly endorse any product or service provided, or to be provided by the COLLABORATOR(S), its successors, assignees, or licensee.  The COLLABORATOR(S) shall not in any way imply that this AGREEMENT is an endorsement by the Government of any such product or service."
        }
    ]
},
{
    "title": "Duration of Agreement",
    "articleNumber": 23,
    "subarticles":  [
        {
            "title": "Duration",
            "articleNumber": 1,
            "content": "In no case will this AGREEMENT extend beyond five (5) years unless revised in accordance with Article 19, paragraph 19.2 of this AGREEMENT."
        },
        {
            "title": "Effective Date",
            "articleNumber": 2,
            "content": "The effective date of this AGREEMENT shall be the date of the last signature subject to Article 1, paragraph 1.2."
        },
        {
            "title": "Continuing Obligation",
            "articleNumber": 3,
            "content": "All AGREEMENT obligations and rights specified in Articles 6, 7, 8, 9, 11, 12, and 17 shall survive the termination or expiration of this AGREEMENT."
        }
    ]
},
{
    "title": "Acceptance",
    "articleNumber": 24,
    "highlight": true,
    "content": "IN WITNESS THEREOF, the parties hereto have caused this AGREEMENT to be executed by their duly authorized representatives.",
    "table" : [
        {
        "headers": ["Signature"],
        "data": [
            {
                "Signature": "By:________________________\nDr, Philip Perconti \nDirector \nU.S. Army Research Laboratory\n Date:________________________"
            }
        ]
    }
    ]
},
{
    "title": "Appendix: Points of Contact",
    "articleNumber": "A",
    "highlight": true,
    "table" : [
        {
        "headers": ["Organization","Technical POC", "Legal POC", "Admin", "Signatory", "Organization", "Web Site", "Action Officer if not above"],
        "data": [
            {
                "Organization": "U.S. ARMY RESEARCH LABORATORY",
                "Technical POC": "Name \nOffice Symbol \nPhone \nEmail",
                "Legal POC": "Alan Kalb\nARL Legal Counsel\n(301) 394-1769\nalan.i.kalb.civ@mail.mil",
                "Admin": "Thomas Mulkern\nTechnology Transfer \n(410) 278-0889 \nthomas.j.mulkern.civ@mail.mil",
                "Signatory": "Dr. Philip Perconti\nDirector (Acting),\nARL",
                "Organization": "U.S. Army Research Laboratory \nRDRL-DPT /T. Mulkern \nBldg 321 RM 110\nAPG, MD  21005-5425",
                "Web Site": "Main:\nwww.arl.army.mil",
                "Action Officer if not above": "  T2O2 action offfcer [Name] \n[Phone]\n[Email]\n"
            }
        ]
    }
    ]
}
]'