A series of model agreements that should prove useful when negotiating various types of arrangements with prime contractors. Please note that as model agreements, these are considered to be a starting point drafted to protect your SBIR data rights. However, you should expect that you will have to negotiate the use of the terms and conditions of such agreements. The model agreements that are included are briefly described below and can be downloaded electronically .
Mutual NDA: When you begin discussions with an entity that wishes to have access to, as well as to share confidential information, A Mutual NonDisclosure Agreement is appropriate to sign. As the preservation of SBIR data rights depends on nondisclosure, it is important to use an NDA that specifically protects these rights.
ELAnonsoftware: ELA stands for Evaluation License. A license can be granted for many things. In this case, the purpose of the license is to allow the licensee to conduct an evaluation of products and related data/documentation. Following the consummation of a Mutual NDA, this may be the next document to be negotiated. This specific ELA is for anything BUT software.
ELAsoftware: The protection of software during an evaluation license requires that specific language be added. Therefore, if you have non-click software, please use this evaluation license.
ELAclickwrap: This ELA is specifically for use with clickwrap software.
Teaming: This Teaming Agreement is intended for use by a prime contractor and an SBIR firm that have decided to jointly pursue an opportunity usually from the government. The document lays out the nature of the relationship between the entities, should the contract be awarded.
Subcontract: Many prime contractors like to begin a relationship with a small business as a subcontractor on an SBIR or other type of proposal. This subcontract agreement assumes that the small business is functioning as the prime.
JointTechDevAgreement: The Joint Technology Development, Licensing, and Marketing Agreement can be used as a starting document when a small firm is seeking funding from a large firm for the development of a technology into a product.
DISCLAIMER: These documents do not represent the view or official positions of the Department of the Navy of any other government agency, nor does the presentation of such materials represent an endorsement or approval of the contents thereof by the Department of the Navy.