Other Transaction for Prototype Agreement
Between
The United States Air Force
[*****]
and
JOBY AERO, Inc.
340 Woodpecker Ridge Road
Santa Cruz, CA 95060
[*****]
Agreement No: FA8614-22-9-0003 P00002
Purchase Request Number: [*****]
Line of Accounting: [*****]
Total Agreement amount including all options: $76,164,084.00 (+46,334,600.00)
Total Amount of Agreement: $19,770,000.00 (+$14,785,000.00)
Total Funds Obligated: $19,770,000.00 (+$14,785,000.00)
Authority: 10 U.S.C. § 4022
Effective Date of Award: Date of Agreements Officer Signature
This Bilateral Modification is entered into between the United States of America, hereinafter called the Government, represented by The United States Air Force (USAF) and Joby Aero, Inc., hereinafter called the Performer, pursuant to Article III (B) of Agreement FA8614-22-9-003 and United States Federal law. The purpose of this modification is to add hydrogen, high speed, autonomy, ground support equipment, life cycle questionnaire, and beyond visual line of sight as described in SOW, Attachment 3, and Attachment 5. This modification establishes ALINs: [*****]. The total agreement amount has increased from $4,985,000.00 to $19,770,000.00 and obligation amount has increased from $4,985,000.00 to $19,770,000.00. The agreement also added government furnished property and equipment definition and information; and updated period of performance on ALINS: [*****]. Administrative actions of updating statutory authority and Agreement officer and performer points of contact information were updated. All other terms and conditions remain unchanged.
| | | | | | | | |
FOR JOBY AERO, INC. | | FOR THE GOVERNMENT UNITED STATES AIR FORCE |
| | |
/s/ Gregory Bowles 7/27/22 | | /s/ [*****] 7/28/22 |
(Signature and Date) | | (Signature and Date) |
| | |
Gregory Bowles Head of Government Affairs Joby Aero, Inc. | | [*****] Agreements Officer [*****] |
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
Table of Contents
AGREEMENT NUMBER FA8614-22-9-0003
AGREEMENT NUMBER FA8614-22-9-0003
ARTICLE I: Scope of the Agreement
A.Background
This Agreement is a Small Business Innovation Research (SBIR) Phase III award. The Program is set forth in the Joby Aero Proposal dated 04 October 2021 and subsequent updated Price Proposal and SOW dated 04 January 2022, copies of which are in possession of both parties. Referenced Statement of Work is attached hereto as Attachment 1 and 5. The scope of this agreement includes [*****]. The scope of work includes, but is not limited to:
●[*****]
●[*****]
●[*****]
●[*****]
●[*****]
●[*****]
B.Definitions
In this Agreement, the following definitions apply:
Agreement: The body of this Agreement and all Attachments, which are expressly incorporated in and made a part of the Agreement.
Agreements Officer (AO): The person identified by the Government in this Agreement authorized to enter into, administer, or terminate this Agreement.
Agreements Officer’s Representative (AOR): The individual designated by the Government on a per project basis to monitor all technical aspects; the AOR shall only assist in agreement administration of the specific project to the extent expressly delegated such administration authority in writing in this agreement by the responsible Agreements Officer.
Background IP: All discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, mask works and copyrights owned by Performer prior to the date of this Agreement or acquired, made, conceived, developed or reduced to practice by or for Performer outside of the performance of this Agreement.
Business Days or Working Day: Every official working day of the week and do not include weekends or U.S. Federal holidays.
Contracting Activity: Means an element of an agency designated by the agency head and delegated broad authority regarding acquisition functions. It also means elements or another agency designated by the director of a defense agency which has been delegated contracting authority through its agency charter.
Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, software, maskworks, and trade secrets. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions, included in Article VII.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
Date of Completion: The date on which all work is completed or the date on which the period of performance ends.
Deliverables: The tangible materials, items, information or any Services outputs, reports and/or results (including any related documentation) to be delivered by the Performer, to the Government, pursuant to a Statement of Work in consideration for payment of the price.
Effective Date: Means the date when this Agreement is signed and executed by the Agreements Officer for the Government.
Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign Government; and firms, institutions or business organizations which are owned or substantially controlled by foreign Governments, firms, institutions, or individuals.
Government: The United States of America, as represented by The United States Air Force (USAF).
Government-Furnished Equipment/Property: Equipment is a tangible item needed for the performance of an agreement. Furthermore, equipment is not intended for sale, and does not lose its identity or become a component of an article when put in use. Property in the possession of, or directly acquired by the Government and subsequently furnished to the contractor for the purpose of the agreement.
Know-How: All information including, but not limited to discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.
Other Transactions Agreement (OTA): The term commonly used to refer to the 10 USC 4022 authority to enter into transactions other than contracts, grants or cooperative agreements. The Department of Defense (DoD) currently has authority to make awards that are directly relevant to enhancing the mission effectiveness of military personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by the Department of Defense, or to improvement of platforms, systems, components, or materials in use by the armed forces. OTAs are acquisition instruments that generally, are not subject to the federal laws and regulations governing procurement (FAR based) contracts. As such, they are not required to comply with the Federal Acquisition Regulation (FAR), its supplements (i.e. DFARS) or laws that are limited in applicability to procurement contracts.
Party/Parties: Includes, collectively, the Government (represented by The United States Air Force) and the Performer.
Performer: The Contractor, Joby Aero, Inc., henceforth referred to as the contractor, performer, Joby, or Joby Aviation.
Program: Research and development being conducted by the Performer, as set forth in Attachment 1, Statement of Work.
Project: The total work to be conducted by the Performer pursuant to the Statement of Work.
AGREEMENT NUMBER FA8614-22-9-0003
Property: Any tangible personal property other than property actually consumed during the execution of work under this agreement. For purposes of this article, "property" does not include the deliverable prototype, which is the aircraft availability reports, digital engineering reports, and technical and commercialization reports.
Payable Milestones: Means a structured schedule of observable achievements on the critical path to experiment success with a fixed amount to be paid to the Performer at the start and/or end of each milestone, assuming each milestone entry and/or exit criteria has been met.
Signatory Authority: Refers to the individual that has the authority to legally bind a Party to an agreement.
Technology: Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, mask works and copyrights developed under this Agreement.
C.Scope
Prior to entering this Agreement, the Performer conducted a [*****]. Under the terms of this agreement, the Performer shall be responsible for performance of the work set forth in the Statement of Work incorporated in this Agreement as Attachment 1.
ARTICLE II: TERMS
A.Term of this Agreement
The Agreement commences upon the date of the last signature hereon and continues based upon the delivery schedule set forth in Article V, paragraph A. Provisions of this Agreement, by which their express terms, or by necessary implication, apply for periods of time other than specified in Article V, paragraph A herein, shall be given effect, notwithstanding this Article.
B.Termination Provisions
Subject to a reasonable determination that the program, or a project funded under the program, will not produce beneficial results commensurate with the expenditure of resources, the Government may terminate performance of work under this OTA, in whole or in part, if the AO determines that a termination is in the Government’s interest. The AO shall terminate by delivering to the Performer a Notice of Termination specifying the extent of termination and the effective date which shall be no earlier than sixty (60) days after such notice.
After receipt of a Notice of Termination, and except as directed by the AO, the Performer shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:
(1)Stop work and direct its subcontractors/vendors/suppliers/partners to stop work as specified in the notice.
(2)Place no further orders for materials, services, or facilities, except as necessary to complete the continued portion of the OTA.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
(3)Terminate all orders to the extent they relate to the work terminated.
(4)Assign to the Government, as directed by the AO, all right, title, and interest of the Performer under the orders terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.
(5)With approval or ratification to the extent required by the AO, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders; the approval or ratification will be final.
(6)As directed by the AO, deliver to the Government with the license and usage rights contemplated hereunder for such work product or corresponding Deliverable –
(i)The fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated that, if the order had been completed, would have been required to be furnished to the Government; and
(ii)The completed or partially completed plans, drawings, information, and other property that, if the order had been completed, would have been required to be furnished to the Government.
(7)Complete performance of any work not terminated, if applicable.
In the event of a termination of this Agreement, the Government shall have patent rights (if any) as described herein. Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to the Disputes Article, Article VI.
Nothing in this section shall be construed as a limitation of the rights of either Party in the event of a breach of contract or default by the other party.
C.Stop Work
As directed by the AO, the Performer shall stop all, or any part, of the work called for under this Agreement for a period of 90 days after the written order is delivered, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the order, the Performer shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered, or within any extension of that period to which the Parties shall have agreed, the AO shall either:
(a)Cancel the stop-work order; or
(b)Terminate the work covered under this Agreement.
If a stop-work order issued is canceled, the Contractor shall resume work. The Government shall make an equitable adjustment in the delivery schedule or negotiated price, or both, and the
Government’s share of this Agreement shall be modified, in writing, accordingly, if—
(1)The stop-work order results in an increase in the time required for, or in the cost properly allocable to, the performance of any part of this Agreement; and
(2)The Contractor asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Government
AGREEMENT NUMBER FA8614-22-9-0003
decides the facts justify the action, the Government may receive and act upon a proposal submitted at any time before final payment under this Agreement.
D.Extension of Terms
The Parties may extend, by mutual written agreement, the term of this Agreement if funding availability and research opportunities reasonably warrant. Any extension shall be formalized through modification of the Agreement by the Agreements Officer and the Performer’s Signatory Authority.
E.Option for Increased Quantity
The Government may require the delivery of the numbered line item, identified in Article V – Obligation and Payment, in the quantity and at the price stated. The Contracting Officer may exercise the option by written notice to the Contractor by the Option exercise date identified in Article V. Delivery of added items shall continue at the same rate that like items are called for under the agreement, unless the parties otherwise agree.
F.Bi-Lateral Approval for Option ALINs
These Article II terms only apply to the following R&D option ALINs: [*****].
The Government will notify the performer no later than six (6) months in advance of the “Option Exercise Date” stated in Article V, of the Government’s intent to exercise Option ALINs. This notification of intent does not commit the Government to exercise the identified Option ALINs, nor does it provide direction to start work or incur costs. This notification is to allow the performer adequate time for planning purposes.
If the Government provides the notification outlined in this Article, the performer is provided the opportunity to approve or disapprove the exercise of the stated Option ALINs.
Performer approval or disapproval must be provided to the Agreement’s Officer (AO) by written notification within five (5) business days of the Government’s notification. If a written notification is not received by the AO within the stated number of days, it will be deemed as Performer approval and the Government will have the unilateral right to proceed with the option exercise.
Performer disapproval shall include thorough justification, discussing the negative impact to the performer that would be caused from the exercising of the Option ALINs, as well as what consideration the Performer will provide since the Government is relinquishing its unilateral right to exercise the Option(s). The performer must also provide a Solution Brief to identify ways of meeting the Government’s needs that the disapproved Option ALINs would have provided.
Justification for Performer disapproval cannot be based solely on the pre-negotiated price of the Option ALINs, and the Performer agrees not to attempt to renegotiate any Option ALINs based on price.
If the Government and Performer are unable to collectively identify an approach to meet the Government’s needs from the disapproved Option ALINs, the Agreement may be modified to reflect the change and incorporate the agreed-to consideration.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
ARTICLE III: MANAGEMENT OF THE PROJECT
A.Management and Project Structure
The Performer shall be responsible for the overall technical and project management of the Project, and technical planning and execution shall remain with the Performer. The Government AO, in consultation with the Government Project Manager (PM), shall provide recommendations regarding Project developments and technical collaboration and be responsible for the review and verification of the completed milestones.
The Government and the Performer are bound to each other by a duty of good faith in achieving the Project objectives as identified in Attachment 1.
B.Modifications
At any time during the term of the Agreement, progress or results may indicate a change is required in the SOW/scope in order to achieve Project objectives. Recommendations for modifications by the Performer shall be documented in writing and delivered by the Performer to the Government AO. This documentation will detail the technical, chronological, schedule, and financial impact of the proposed modification to the Project. The AO and the Performer shall execute a revised Schedule of Milestones and Payments for milestones for modifications that affect technical aspects of the project/program, schedule, and/or cost/price. The Government AO and the Performer shall approve any Agreement modification. Recommendations by the Government for modifications to be conducted by the Performer shall be documented in writing and delivered to the Performer by the Government AO.
Changes as described herein shall be mutually agreed between the Parties and memorialized via an Agreement modification, to include, but not limited to, a change in Project scope, price, and/or schedule.
For minor or administrative Agreement modifications (e.g. changes in the paying office or appropriation data, changes to Government or the Performer’s personnel identified in the Agreement, etc.) no signature is required by the Performer.
The Government AO will be responsible for instituting all modifications to this Agreement.
ARTICLE IV: AGREEMENT ADMINISTRATION
Unless otherwise provided in this Agreement, approvals permitted or required to be made by the Government may be made only by the Government AO. Administrative and contractual matters under this Agreement shall be referred to the following representatives of the parties:
A.Government Points of Contact:
Agreements Officer (AO):
[*****]
Government Project Manager (PM)/ Agreement Officer’s Representative (AOR):
[*****]
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
B.Performer Points of Contact
Performer’s Administrative/Contracting Officer & Project Manager:
[*****]
Government Operations Lead
[*****]
Each Party may change its representatives named in this Article by written notification to the other party. The Government AO will affect the change as stated in Article III, paragraph B.
ARTICLE V: OBLIGATION AND PAYMENT
A. Obligation and Payments
1.Obligations. The Government’s liability to make payments to the Performer is limited to only those funds obligated under the Agreement or by modification to the Agreement. In no case shall the Government’s financial liability exceed the amount obligated under this Agreement. The Government may obligate funds to the Agreement incrementally.
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Accounting Classification |
Supplemental Accounting Classification |
| ACRN | PR | Appropriation (1) | Limit | FC/Y (2) | OAC/ASN (3) | BPAC/RCCC (4) | MPC (5) | EEIC (6) | PROC ELEM (7) | ADSN (8) | CPN RCPNT (9) | ESP ALD | CSN | FSR PSR DSR | TOTAL DOLLAR VALUE |
[*****] | [*****] | [*****] | | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
| [*****] | [*****] |
[*****] | [*****] | [*****] | | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
| [*****] | [*****] |
[*****] | [*****] | [*****] | | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
| [*****] | [*****] |
[*****] | [*****] | [*****] | | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
| [*****] | [*****] |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
ACRN | MIPR | Dep | Beg FY | End FY | Account M/Sub | Object Class | Reim Flag | Budget Line | Sub Limit | Agency Loc Code | Agency ID | Funding Center | Cost Center | Project ID | Activity ID | Cost Element Code | TOTAL DOLLAR VALUE |
[*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] | [*****] |
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
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| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 1101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1105 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1106 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1107 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1108 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1109 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 1110 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1111 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1112 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1113 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1114 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1115 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1116 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1117 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1118 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1119 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1120 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1121 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1122 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1123 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1124 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
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| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 1205 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1206 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1207 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1208 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1209 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1210 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1211 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1212 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1305 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1306 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1307 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1308 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1309 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1310 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1311 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1312 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1313 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1314 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1315 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1316 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1317 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1318 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1319 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 1320 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
ALIN DESCRIPTION
Joby shall deliver a summary of [*****]. Joby will facilitate [*****].
Payment will be made upon completion and submission of [*****] and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
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| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 2101 | [*****] | [*****] | [*****] | [*****] | [*****] | - | AB | SBIR Data Rights | [*****] |
| 2102 | [*****] | [*****] | [*****] | [*****] | [*****] | - | AB | SBIR Data Rights | [*****] |
| 2103 | [*****] | [*****] | [*****] | [*****] | [*****] | - | AB | SBIR Data Rights | [*****] |
| 2104 | [*****] | [*****] | [*****] | [*****] | [*****] | - | AB | SBIR Data Rights | [*****] |
| 2201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 2304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver [*****].
[*****]. Lead time for planning and approval of test plan should be no less than 60 days.
Payment will be made upon completion and submission of a Test Summary Report and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 3101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3111 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3112 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3113 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3114 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 3201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3211 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3212 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3213 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3214 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3311 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3312 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3313 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 3314 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
To assist with the training, development of [*****], Joby shall deliver [*****].
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
Payment will be made upon completion of the period of performance and evidence of availability and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 4101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 4102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 4103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 4104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 4201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 4304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
To assist with the training, development of [*****], Joby shall deliver a [*****].
Payment will be made upon completion of the period of performance and evidence of availability and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 5101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 5102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 5201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 5304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver [*****]. This [*****] is designed to evaluate [*****].
Payment will be made upon completion of the period of performance and evidence of availability and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 6101 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6102 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6103 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6104 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6105 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6106 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6205 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6206 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6305 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6306 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6307 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 6308 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6309 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 6310 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver [*****].
Payment will be made upon completion and submission of the [*****] and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 7101 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7102 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7103 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7104 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7105 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7106 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7205 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7206 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 7302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7305 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7306 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7307 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7308 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7309 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 7310 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver [*****].
Payment will be made upon completion and submission of the S4 Simulator Training Report and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 8101 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8102 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8103 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8104 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8105 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8106 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8201 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 8202 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8204 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8205 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8206 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8301 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8302 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8304 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8305 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8306 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8307 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8308 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8309 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 8310 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver [*****]. Each deliverable shall be a report of [*****].
Payment will be made upon completion and submission of the [*****] and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable(s) (Quantity 1) | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 9101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 9102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 9103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AA | SBIR Data Rights | [*****] |
| 9203 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 9303 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Preliminary [*****] Report
Identifies and evaluates [*****]. The report can be delivered in report or presentation format.
Final Report
Initial draft is due 30 days prior to delivery date. The final report’s first page will be a single-page summary identifying the work’s purpose, providing a brief description of effort accomplished, and listing potential results and applications. A Public Summary Section shall be included and may be published by DoD and, therefore, will not contain proprietary information. The final report shall also detail project objectives met, work completed, results obtained, and technical feasibility estimates. This report shall be in Microsoft Word or PDF format.
SBIR Phase 3 Summary Report ([*****])
The phase three summary report shall include a technology description and anticipated applications/benefits for Government and/or private sector use for a year of performance. This report shall be in Microsoft Word or PDF format and delivered via email to the Government Program Manager and Agreements Officer.
Payment will be made upon written acceptance of each deliverable by the Government Program Manager and upon proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 10101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10105 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10106 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10107 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10108 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AC | SBIR Data Rights | [*****] |
| 10109 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 10110 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 10111 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 10112 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 10113 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 10114 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10115 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10116 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10117 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10118 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10119 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10120 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10121 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10122 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10123 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10124 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10125 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10126 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10127 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10128 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10129 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10130 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 10131 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] deliverables as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 11101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 11102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 11103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 11104 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 11105 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 11106 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] deliverables as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 12101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12105 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12106 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 12107 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12108 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12109 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12110 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12111 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12112 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12113 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12114 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 12115 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] deliverables as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 13101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 13102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 13103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AD | SBIR Data Rights | [*****] |
| 13104 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] equipment deliverables as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 14101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] deliverable as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ALIN | Deliverable | SOW Paragraph | Delivery Date | Payment Amount | Option Exercise Date | Option ALIN | ACRN | Data Rights | Acceptance Criteria |
| 15101 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15102 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15103 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15104 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15105 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15106 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15107 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15108 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15109 | [*****] | [*****] | [*****] | [*****] | N/A | N/A | AE | SBIR Data Rights | [*****] |
| 15110 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15111 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15112 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15113 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15114 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15115 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15116 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15117 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
| 15118 | [*****] | [*****] | [*****] | [*****] | [*****] | √ | - | SBIR Data Rights | [*****] |
ALIN DESCRIPTION
Joby shall deliver the [*****] deliverables as outlined in Attachment 5. Payment will be made upon submission and acceptance of the ALIN’s associated deliverables and proper WAWF invoicing. All reports shall be delivered via electronic submission to the Agreements Officer and Government Program Manager identified in Article IV.
[*****] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
AGREEMENT NUMBER FA8614-22-9-0003
B. Payments
1.The Performer agrees to maintain an established accounting system, which complies with Generally Accepted Accounting Principles (GAAP) and the requirements of this Agreement, and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for all funding under the Agreement. An acceptable accounting system is one in which all cash receipts and disbursements are controlled and documented properly.
2.Invoice Payments are Net 30 days
3.Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement.
4.The Performer is required to utilize the WAWF system when processing invoices and receiving reports under this Agreement.
5.The Performer shall:
a.Ensure an Electronic Business Point of Contact is designated within the System for Award Management at https://www.sam.gov and
b.Register to use WAWF on the PIEE site (https://piee.eb.mil/), within ten (10) calendar days after award of this Agreement. Instructions are located here: https://pieetraining.eb.mil/wbt/xhtml/wbt/portal/overview/vendorRegister.xhtml.
6.The Performer is directed to use the 2-in-1 format when processing invoices.
7.Payments will be made by the cognizant Defense Finance and Accounting Services office, as indicated in Attachment 2, Wide Area Workflow Instructions, within thirty (30) calendar days of an accepted invoice in WAWF. Attachment 2 details how to submit and process invoices through WAWF.
ARTICLE VI: DISPUTES
A.General
The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this Agreement.
B.Dispute Resolution Procedures
1.Any disagreement, claim or dispute between the Parties concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.
2.Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding, which arose more than twelve (12) months prior to the notification made under subparagraph B.3. of this Article constitute the basis for relief under this Article unless the Head of the Contracting Activity (HCA) (or designee) of the represented Government Organization, in the interests of justice, waives this requirement.
AGREEMENT NUMBER FA8614-22-9-0003
3.Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the Head of the Contracting Activity (HCA)(or designee) and the Performer’s senior executive, no lower than CEO level, appointed by the Performer. The other Party shall deliver a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The HCA (or designee) and the Performer’s appointed senior executive shall conduct a review of the matter(s) in dispute and render a mutual decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding.
C.Limitation of Damages/Liabilities
Claims for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages only up to the aggregate amount of Government funding disbursed as of the time the dispute arises. Notwithstanding anything to the contrary, in no event shall either Party be liable to the other Party or any third party for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.
ARTICLE VII: PATENT RIGHTS
(a) As used in this article-
Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.)
Made means-
(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or
(2) When used in relation to a plant variety, that the Performer has at least tentatively determined that the variety has been reproduced with recognized characteristics.
Nonprofit organization means a university or other institution of higher education or an organization of the