This document outlines a sample Other Transaction (OT) Agreement for the Advanced Research Projects Agency for Health (ARPA-H). It details the terms and conditions for a fixed-price milestone agreement with no resource sharing. Key aspects include the scope of the agreement, term, project management, points of contact, payment obligations, dispute resolution procedures, intellectual property rights, foreign access to intellectual property, title to tangible property, public release of information, civil rights compliance, security requirements, applicable law, and prohibitions on certain telecommunications and video surveillance services. The agreement also includes provisions for research security requirements and regulatory agency correspondence. Attachments detail the Task Description Document (TDD), report requirements, milestone payment schedules, and background intellectual property assertions.
The delivery deadline for reports and deliverables is specified within the attachments, particularly Attachment 2 (Report Requirements) and Attachment 3 (Milestone Payment Schedule with Associated Deliverables). For example, Technical Status Reports are due every 90 days after the effective date, and a Final Report is due within 60 days of termination. Specific milestone deliverables are outlined with due dates in months after award.
The bid notice states that the performer shall be paid a fixed amount for each milestone accomplished in accordance with the schedule of milestones and payments stated in Attachment 3. Payments are made through the Payment Management System (PMS) after milestone completion is verified.
The performer must maintain an active registration in the System for Award Management (SAM) and ensure an electronic business point of contact is designated in SAM. They must also register to use the Payment Management System (PMS) within ten days after award.
The agreement outlines dispute resolution procedures in Article VI. In the event of a dispute, parties shall communicate in good faith. If resolution is not reached by mutual agreement, an administrative review process is followed. Claims for damages are limited to direct damages up to the aggregate amount of ARPA-H funding disbursed.
The dispute resolution procedures state that a dispute must be raised within three months prior to the notification made under Article VI B3, unless waived by the ARPA-H Director. Failing resolution by mutual agreement, the aggrieved party notifies the other party in writing, and a joint decision is requested within seven days.
The total amount of the agreement is indicated as 'x, xxx, xxx' and the funding obligated is 'x, xxx, xxx', which are placeholders and not specific monetary values.
