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Research Subaward Agreement
rPrime Redplenl"J
Name: J Univl!rsity of llllnolsMcGIII Unlvenhy
Prlml! Aw,ud No: JuuTM 1-11+0014
1\!)l!ncy:
I Threat Reduction Age10cy
Pttfod or PerfOfmitliCt;
lludget Period: From: rTo_: __ _
I July 8,2011 I July 17,2014
Ptojtct Ttle:
lomt Cloud Combustion for OEfC!at of Airborne Blo-WMO
Reponing RequlremeniS (Chkherr 1f ,JX Se Atr3chment 41
Estlm11ed Project Prlfod (if lncremcmtally funded!:
from: To:
r:-:-:----- , ............... ---.
jiUIY II, 2011 July 17,201<1
IX FFATA (llnachmant 3D) r ARM Funcls 4A)
Terms & Conditions
I) Prtme Recipient hereby awards a cost reimbursable suboward,as described to Subreclplent. T11e sliltl!ment of work and budget for this
subaward are (check one): r As specified In Subreclplent's proposal datt!CI ; or IX as shown In Attachments. In
Its perform;mce of the subaward work, Subredplent shall be an Independent entity and not on employee or agent or Pnme Recipient.
2) Prime Recipient Shall reimburse Subredplent not more often than monthly for allowable costs. All Invokes shall be submitted using Subreclpllmt's
stendard Invoice, but at 11 minimum shall lndude current and cumulative costs (Including cost shorfng), subaward number, and cerdflcatlon os to uuth
and .occurJcy of Invoice. lnvolceJ thor do nor reference Prime Recipient's SubaiVard Number shall be mrurned ro Subrec/plenr. Invoices ilnd questions con
cerning invoice receipt or payments should be directed to the epproptlote pilrty's jFinanciol Contact os shown In Attachments 3A & 3B.
3) A final of wmulallve costs Incurred, Including cost sharing, marked "FINAL" must be submitted to Prime Recipient's
(Financial Contact, as shown In Anachments 3A and 38, NOT LATER THAN sixty (60) day.s after subaward end date. The final stateme11t
of costs shall constitute Subreclplent's final financial report.
4) All payments shall be considered provisional and subject to adjustment within the total estrmoted cost In the event such adjustment Is neceS$Dry
as a result of an adverse audit finding against the Subreclplent.
S) Matters concerning the technical-performance or this subaw.:ud should be directed to the appropriate pany's Prlnclpallnvestlgntor, os shown In
Attachments 3A and 38. Tochnlal reports are as shown above, "Reportlog Requirements.
6) Maners concerning the request or negotiation of eny changes In the terms, or amounts cited in this suboward agreement, and any
changes requiring prior approval. should be directed to the appropriate party's Contact. as shown In Attachments 3A & 30.
Any such changes made to this subaward agreement require the written approval of each party's Authorized omclal as shown In Attachments 3A & 38.
7) Each party shan be responsible for Its negligent acts or omissions and the negligent acts or omissions or Its employees, officers, or director's. to the
extent allowed by law.
8) Either party may terminate this subaward wllh thirty days written notice to the approprlte party's Contoct as shown In
Attachments lA & 38. Prime Recipient shall pay Sub recipient ror termination costs as allowable underOMB Circular All or A t22 or 45 CFR Part 74
Appendix E. "Principles for Determlnlng Costs Applicable to Research and Development under Grants and ContractS with Hospitals as applicible.
9) extensions requ!Ie the approval of the Prime Redplent Any requests roc 1 nocost extension should be addressed to and received by the
!Ac!mlnimauve Contact. asshown In Attachments 3A & 38, not less than thirty (30} days prior to the desired effective date of the requested
change.
1 O) The Subaward Is subject to the terms and condiUons of the Prime Award and other speclaluum' and conditions. as ldentlllcd In Attachml!nt 2.
11) By $lgnlng below Subreclpient makes the ceniRcatlonsand a55urances shown In AUDchments 1 and 2.
The Board of Tru8tHe of the
Unlval'!llltv of Hlinois
'-
01 t(-1, . )t.'/,/
Tilt-... ----
r-.:,mrHix 2!) l:>r l)i' Research Subaward Agreement
rPrlme Recipient") ("Subrcclplent1
r-------------------------------------
Name: University of IUinolsMcGill University
Prime Award No.: IHDTRAH 1+0014 CFDI\ = 112.351
Awarding Agency:
loelense Reduction Agency
Period of Performance: Estimated Project Period (if Incrementally funded):
Budget Period: From: To: From; To:
IJuly 8, 2011 -,7- , -20-14 __ _ !July 8, 2011 jrJu-ly-17- .-20_1_4__ _
Dust Cloud Combustion for DE/eat of Airborne BioWMD
Reporting Requirements (Check here if applicable: fX See Attachment 4) fX FFATA 30) J ARRA (Attachment 41\l
Terms & Conditions
1) Prime Recipient hereby awards a cost reimbursable subaward, as described above, to Subrcclplimt. The statement of work and budget for this
subaward are (check one): j As specified In Sub recipient's proposal dated ; or fX as shown In Attachment 5. In
Its performance of the subaward work. Subreciplent shall be an independent entity and not an employee or agent of Prime Recipient.
2) Prime Recipient Shall reimburse Subreclplent not more often than monthly for allowable costs. All Invoices shall be submitted using Subrecipient's
standard Invoice, but at a minimum shall include current and cumulative costs (including cost sharing), subaward number, and certification as to truth
and accuracy of Invoices that do not reference Prime Recipient's Suboward Number shall be retumcd to Subreclplent. Invoices and questions con
cerning invoke receipt or payments should be directed to the appropriate pi!rty's Contact as shown In 3A & 30.
3 A final statement of cumulative costs Incurred, including cost sharing, marked "FINAL" must be submitted to Prime Recipient's
Financial Contact. as shown in Attachments 3A and 38, NOT lATER THAN sixty (60) days after subaward end date. The final statement
pf costs shill! constitute Subreclpient's final financial report.
4) All payments shall be considered provisional and subject to adjustment within the total estimated cost in the event such adjustment Is necessary
as a result of an adverse audit finding against the Subreclplent.
5) Matters concerning the technical performance or this subaward should be directed to the appropriate party's Principal Investigator, as shown in
Attachments 3A and 38. Technical reports are required as shown above, Reporting Requirements".
6) Matters concerning the request or negotiation of any changes in the terms. conditions, or amounts cited In this subaward agreement, and any
changes requiring prior approval, should be directed to the appropriate party's jAdmlnistrative Contact, as shown in Attachments 3A & 38.
Any such changes made to this subaward agreement require the written approval of each party's Authorized Official as shown In Attachments 3A & 36.
7) Each party shall be responsible for its negligent acts or omissions and the negligent acts or omissions of its employees, officers, or director's, to the
extent allowed by law.
8) Either party may terminate this subaward with thirty days written notice to the appropriate party's !Administrative Contact as shown in
Attachments 3A & 38. Prime Recipient shall pay Subrecipient for termination costs as allowable under OMB Circular A2l or A 122 or 45 CFR Part 74
Appendix E. "Principles for Determining Costs Applicable to Research and Development under Grants and Contract$ with Hospitals" as applicable.
9) No-cost extensions require the approval of the Prime Recipient. Any requests for a no-cost extension should be addressed to and received by the
!Administrative Contact, as shown In Attachments 3A & 38, not less than thirty (30) days prior to the desired effective date of the requested
change.
1 O) The Subaward Is subject to the terms and conditions of the Prime Award and other special terms and conditions, as Identified in Attachment 2.
11) By signing below Subreciplent makes the certiOcatfons and assurances shown in Attachments 1 and 2.
By an Authorized OfOclal of Subrecipient
1/1 fl :Jolci
Date DAti!
Attachment 1
Research Subaward Agreement
Certifications and Assurances
By signing the Subaward Agreement, the authorized official of Subreclplent certifies, to the best of his/her knowledge and behef that:
Certification Regarding Lobbying
1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Subreclplent, to any person for influencing or
attempting to Influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an em-
ployee of a Member of Congress In connection with the awarding of any Federal contract, the making of any Federal grant, the making
of any Federal grant, the making of any Federal loan, the entering Into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or intending to In-
fluence an officer or employee of any agency, a Member of Congress, ah officer or employee of Congress, or an employee of a Member
of Congress In connection with this Federal contract, grant, loan, or cooperative agreement, the Subrecipient shall complete and sub-
mit Standard Form -Lll, "Disclosure Form to Report Lobbying", to the Prime Recipient.
3) The Subredplent shall require that the language of this certification be included in the award documents for all subawards at all
tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients
shall certify and disclose accordingly.
This certification Is a material representation of fact upon which reliance was placed when this transaction was made or entered into.
Submission of this certification Is a prerequisite for making or entering into this transaction Imposed by Section 1352, Title 31, U.S.
Code. Any person who falls to file the required certification shall be subject to a civil penalty of not less than S 10,000 and not more
than $100,000for each such failure.
Debarment, Suspension, and Other Responsibility Matters
Subreclpient certifies by signing this Subaward Agreement that neither It nor its principals are presently debarred, suspended, pro-
posed for debarment, declared Ineligible or voluntarily excluded from participation In this transaction by any federal department or
agency.
OMB Circular A-133 Assurance
Subreclplent assures Prime Recipient that it complies with A-133 and that it will notify Prime Recipient of completion of required
audits and of any adverse findings which impact this subaward.
FOP version 2010111 S
Attachment 1
Subaward Agreement
Prime Award & Other Applicable Terms and Conditions
DTRA
The following documents are incorporated by reference as part of this Grant:
'.
1. 2 Code of Federal Regulations {CFR) Part 21 S "Unifonn Administrative Requirements for Grants and Other Agreements with
Institutions of Higher Education, Hospitals and Other Non-Profit Organizations" (OMB Circular A-110);
1. 2 CFR Part 220 "Cost Principles for Educational Institutionsn (Fonnerly OMB Circular A-21);
3. DoD nto.6-R, DoDGARs, Part 32, Administrative Requirements for Grants and Agreements with Institutions of Higher
Education, Hospitals, and Other Non-Profit Organizations. DoDGARs is codified at 32 CFR Parts 21-37 and Part 1125;
4. All prior approvals required by above regulations are waived except for the following:
a) The right to initiate an automatic one-time extension requires prior written approval from the Prime Recipient and Awarding
Agency;
b) Changes in the scope or objectives of the research project, the methodology or experiment when such is stated in the Grant as
a specific objective, requires prior written approval f r o ~ the Prime Recipient and the Awarding Agency.
c) Expenditures for equipment costing S5,000 or more not specifically 'identified in the budget at time of award requires prior
written approval from ~ m e Recipient and Awarding Agency;
d) Expenditures for foreign travel not specifically identified in the budget at time of award requires prior written approval from
Prime Recipient and Awarding Agency;
e) A change in Subrecipient PI, an absence of more than 3 months, or a twenty-five (25} percent reduction in time devoted to the
project, requires prior written approval from Prime Recipient and Awarding Agency;
0 The subaward, transfer or contracting out of any work. This provision does not apply to the purchase of supplies, material,
equipment or general support services;
g) Any prior approvals are to be sought from the Prime Recipient and not the Federal Awarding Agency;
5. The payment mechanism described in the Prime Award are replaced with Terms and Conditions (I) through (4} of this Subaward
Agreement face page;
6. Title to equipment costing $5,000 or more that is purchased or fabricated with research funds or collaborator cost sharing funds,
as direct costs of the project or program, shall unconditionally vest in the collaborator upon acquisition without further obligation
to the Federal Awarding Agency subject to the conditions specified in Article 34(a) of the Research Tenns and Conditions.
Additional terms & conditions
7. Subrecipient shall be responsible for ensuring that all certifications required to carry out this project at the Subrecipient's
institution have been obtained prior to the release of funds for this research. Subrecipient shall provide proof thereof upon request
by Prime Recipient. This includes certification regarding the involvement of human subjects, vertebrate animals and biohazard
materials.
8. Funding Increments and/or Options: The above noted estimated total funding includes incrementally funded base period 2 (FY
12) and base period 3 (FY13) as well as Option Year 1 and Option Year 2. The Subrecipient is advised that the Prime Recipient's
obligation to provide funding for increments and/or Options included in the Grant is contingent upon satisfactory perfonnance in
the judgment of the DTRA Scientific Officerffechnical Monitor and the availability of funds. Other factors will be considered
before Options will be exercised (for example: bum rate and current programmatic objectives). Accordingly, no legal liability on
the part of lhe Prime Recipient exists unless or until funds are made available and notice of such availability is confirmed in
writing to the Sub Recipient.
Special terms and conditions:
9. Copyrights
Subrecipient grants to Prime Recipient an irrevocable, royalty-free, non-transferable, non-exclusive right and license to use,
reproduce, make derivative works, display, and perfonn publicly any copyrights or copyrighted material (including any computer
software and its documentation and/or databases) frrst developed and delivered under this Subaward Agreement solely for the purpose
of and only to the extent required to meet Prime Recipient's obligations to the Federal Government under its Prime Award.
10. Data Rights
Subrecipient grants to Prime Recipient the right to use data created in the performance of this Subaward Agreement solely for the
purpose of and only to the extent required to meet Prime Recipient's obligations to the Federal Government under its Prime Award.
I 1. Patent Rights (per DTRA Notice or Award to Prime Recipient)
Any references to the term Grantee shall be replaced with Subrecipient and Federal Government shall be replaced with Prime
Recipient when appropriate. Subrecipient shall disclose Invention to Prime Recipient.
a. Definitions
(1) Invention means any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United
States Code, or any novel variety of plant which is or may be protected under the Plant Variety Protection Act (7 U.S.C. 2321 et
seq.).
(2) Subject invention means any invention of the grantee conceived or first actually reduced to practice in the performance of work
under this grant, provided that in the case of a variety of plant, the date of determination (as defined in section 4J(d) of the Plant
Variety Protection Act. 7 U.S.C. 2401(d)) must also occur during the period of grant performance.
(3) Practical Application means to manufacture in the case of a composition or product, to practice in the case of a process or
method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention
is being utilized and that its benefits are, to the extent permitted by law or government regulations, available to the public ori
reasonable terms.
(4) Made when used in relation to any invention mean.s the conception or first actual reduction to practice of such invention ..
(5) Small Business Firm means a small business concern as defined at section 2 of Pub. L. 85-536 (15 U.S.C. 632) and
implementing regulations of the Administrator of the Small Business Administration. For the purpose of this clause, the size
standards for small business concerns involved in government procurement and subcontracting at 13 CFR 121.3-8 and 13 CFR
121.312, respectively, will be used;
(6) Nonprofit Organization means a university or other institution of higher education or an organization of the type described in
section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 50l(c) and exempt from taxation under section 50l(a) of the
Internal Revenue Code (25 U.S.C. 50 l(a)) or any nonprofit scientific or educational organization qualified under a state non-profit
organization statute.
b. Allocation ofPrincipal Rights
The Grantee may retain the entire right, title, and interest throughout the world to each subject invention subject to the provisions
of this clause and 35 U.S.C. 203. With respect to any subject invention in which the Grantee retains title, the Federal government
shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have practiced for or on behalf of the United
States the subject invention throughout the world.
c. Invention Disclosure, Election of Title and Filing of Patent Application by Grantee
(1) The grantee will disclose each subject invention to the Defense Threat RCduction Agency within two months after the inventor
discloses it in writing to grantee personnel responsible for patent matters. The disclosure to the Defense Threat Reduction Agency
shall be in the form of a written report and shall identify the grant under which the invention was made and the inventor(s). It shall
be sufficiently complete in technical detail to convey a clear understanding to the extent known at the time of the disclosure, of the
nature, purpose, operation, and the physical, chemical, biological or electrical characteristics of the invention. The disclosure shall
also identify any publication, on sale or public use of the invention and whether a manuscript describing the invention has been
submitted for publication and, if so, whether It has been accepted for publication at the time of disclosure. In addition, after
disclosure to the Defense Threat Reduction Agency, the Grantee will promptly notify the Defense Threat Reduction Agency of the
acceptance of any manuscript describing the invention for publication or of any on sale or public use planned by the grantee.
(2) The Grantee will elect in writing whether or not to retain title to any such invention by notifying the Defense Threat Reduction
Agency within two years of disclosure to the Defense Threat Reduction Agency. However, in any case where publication, on sale
or public use has initiated the one year statutory period wherein valid patent protection can still be obtained in the United States,
the period for election oftitle may be shortened by the Defense Threat Reduction Agency to a date that is no more than 60 days
prior to the end of the statutory period.
(3) The grantee will file its initial patent application on a subject invention to which it elects to retain title within one year after
election of title or, if earlier, prior to the end of any statutory period wherein valid patent protection can be obtained in the United
States after a publication, on sale, or public usc. The grantee will file patent app,lications in additional countries or international
patent offices within either ten months of the corresponding initial patent application or six months from the date permission is
granted by the Commissioner of Patents and Trademarks to file foreign patent applications where such filing has been prohibited
by a Secrecy Order.
( 4) Requests for extension of the time for disclosure, election, and filing under subparagraphs (1 }, (2), and (3) may, at the
discretion of the Defense Threat Reduction Agency, be granted.
, )
d. Conditions When the Government May Obtain Title
The grantee will convey to the Defense Threat Reduction Agency, upon written request, title to any subject invention --
(J) If the grantee fails to disclose or elect title to the subject invention within the times specified in (c), above, or elects not to retain
title; provided that the Defense 1breat Reduction Agency may only title within 60 days after learning of the failure of the
grantee to disclose or elect within the specified times.
(2) In those countries in which the grantee fails to file patent applications within the times specified in (c) above; provided,
however, that if the grantee hiS$ filed a patent application in a country after the times specified in (c) above, but prior to its receipt
of the written request of the Defense Threat Reduction Agency, the grantee shall continue to retain title in that country.
(3) In any country in which the grantee decides not to continue the prosecution of any application for, to pay the maintenance fees
on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.
e. Minimum Rights to Grantee and Protection of the Grantee Right to File
(I) The grantee will retain a nonexclusive royalty-free license throughout the world in each subject invention to which the
Government obtains title, except if the grantee fails to disclose the invention within the times specified in (c), above. The grantee's
license extends to its domestic subsidiary and affiliates, if any, within the corporate structure of which the grantee is a part)' and
includes the right to grant sublicenses of the same scope to the extent the grantee was legally obligated to do so at the time the
grant was awarded. The license is transferable only with the approval ofthe Defense Threat Reduction Agency except when
transferred to the successor of that party of the business to which the invention pertains.
{2) The grantee's domestic license may be revoked or modified by the funding Defense Threat Reduction Agency to the extent
necessary to achieve expeditious practical application of the subject invention P.ursuant to an appliClltion for an exclusive license
submitted in accordance with applicable provisions at 37 CFR part 404 and Defense Threat Reduction Agency licensing
regulations (if any). This license will not be revoked In that field of use or the geographical areas in which the grantee has achieved
practical application and continues to make the benefits of the invention reasonably accessible to the public. The lieense in any
foreign country may be revoked or modified at the discretion ofthe funding Defense Threat Reduction Agency to the extent the
grantee, its licensees, or the domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country.
(3) Before revocation or modification of the license, the funding Defense Threat Reduction Agency will furnish the grantee a
written notice of its intention to revoke or modify the license, and the grantee will be allowed thirty days (or such other time as
may be authorized by the funding Defense Threat Reduction ,Agency for good cause shown by the grantee) after the notice to show
cause why the license should not be revoked or modified. The grantee has the right to appeal, in accordance with applicable
regulations in 37 CFR part 404 and Defense Threat Reduction Agency regulations (if any) concerning the licensing of Government
owned inventions, any decision concerning the or modification of the license.
f. Grantee Action to Protect the Government's Interest
( 1) The grantee agrees to execute or to have executed and promptly deliver to the Defense 1breat Reduction Agency all
instruments necessary to (i) establish or confirm the rights the Government has throughout the world in those subject inventions to
which the grantee elects to retain title, and (ii) convey title to the .Defense Threat Reduction Agency when requested under
paragraph (d) above and to enable the government to obtain patent protection throughout the world in that subject Invention.
(2} The grantee agrees to require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose
promptly in writing to personnel identified as responsible for the administration of patent matters and in a format suggested by the
grantee each subject invention made under grant in order that the grantee can comply with the disclosure provisions of paragraph
(c), above, and to execute all papers necessary to file patent applications on subject inventions and to establish the government's
rights in the subject inventions. This disclosure format should requite, as a minimum, the information required by (eXt), above.
The grantee shall instruct such employeeS through employee agreements or other suitable educational programs on the importance
of reporting inventions in sufficient time to permit the filing of patent applications piior to U.S. or foreign statutory bars.
(3} The grantee will notify the Defense Threat Reduction Agency of any decisions not to continue the prosecution of a patent
application, pay maintenBcDce fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not Jess than
thirty days before the expir!ltion of the response period required by the relevant patent office.
(4) The grantee agrees to include, within the specification of any United States patent applications and any patent issuing thereon
covering a subject invention, the following statement, "This invention was made with government support under (identifY the
grant) awarded by the Defense Threat Reduction Agency. The government has certain rights in the Invention."
(5) The grantee will provide a report prior to the close-out of a funding agreement listing all subject inventions or stating that there
were none.
(6) The grantee will provide, upon request, the filing date, patent application number and title; a copy of the patent application; and
patent number and issue date for any subject invention in any country in which the contractor has applied for a patent.
(7) The grantee will provide periodic (but no more frequently than annual) listings of all subject inventions which were disclosed
to the Defense Threat Reduction Agency during the period covered by the report.
g. Subcontracts
The grantee will include this clause, suitably modified to identify the parties, in all subcontracts, regardless of tier, for
experimental, developmental or research work. The subcontractor will retain all rights provided for the grantee in this clause, and
the grantee will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject
inventions.
h. Reporting on Utilization of Subject Inventions
The Grantee agrees to submit on request periodic reports no more frequently than annually on the utilization of a subject invention
or on efforts at obtaining such uti1ization that are being made by the grantee or its licensees or assignees. Such reports shall include
infonnation regarding the status of development, date of commercial sale or use, gross royalties received by the grantee, and
such other data and infonnation as the Defense Threat Reduction Agency may reasonably specifY. The grantee also agrees to
provide additional reports as may be requested by the Defense Threat Reduction Agency in connection with any march-in
proceeding undertaken by the Defense Threat Reduction Agency in accordance with paragraph (j) of this clause. As required by 35
U.S.C.202{cXS}, the Defense 11ueat Reduction Agency agrees it will not disclose such information to persons outside the
government without pennission of the grantee.
i. Preference for United States Industry
Notwithstanding any other provision of this clause, the agrees that neither it nor any assignee will grant to any person the
exclusive right to use or sell any subject inventions in the United States unless such person agrees that any products embodying the
subject invention or produced through the use of the subject invention will be manufactured substantially in the United States.
However, in individual cases, the requirement for such an agreement may be waived by the Defense Threat Reduction Agency
upon a showing by the grantee or its assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar
.tenns to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances
domestic manufacture is not commercially feasible.
j. March-in Rights
The grantee agrees that with respect to any subject invention in which it has acquired title, the Defense Threat Reduction Agency
has the right in accordance with the procedures in 37 CFR 401.6 and any supplemental regulations of the Defense Threat
Reduction Agency to require the grantee, an assignee or exclusive licensee of a subject invention to grant a nonexclusive, partially
exclusive, or exclusive license in any field of use to a responsible applicant or applicants, upon terms that are reasonable under the
circumstances, and if the grantee, assignee, or exclusive licensee refuses such a request the Defense Threat Reduction Agency has
the right to grant such a license itself if the Defense Threat Reduction Agency determines that:
(1) Such action is necessary because the grantee or assignee has not taken, or is not expected to take within a reasonable time,
effective steps to achieve practical application ofthe subject invention in such field of use.
(2) Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the grantee, assignee or their
licensees;
(3) Such action is necesSary to meet requirements for public use specified by Federal regulations and such requirements are not
reasonably satisfied by the grantee, assignee or licensees; or
{4) Such action is necessary because the agreement required by paragraph (i) of this clause has not been obtained or waived or
because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such agreement.
k. Special Provisions for Grants with Nonprofit Organizations
If the grantee is a nonprofit organization, it agrees that
{I) Rights to a subject invention in the United States may not be assigned without the approval of the Defense Threat Reduction
Agency, except where such assignment is made to an organization which has as one of its primary functions the management of
inventioru, provided that such assignee will be subject to the same provisions as the grantee;
(2) The grantee will share royalties collected on a subject invention with the inventor, including Federal employee co-inventors
(when the Defense Threat Reduction Agency deems It appropriate) when the subject invention is assigned in accordance with 35
u.s.c_ 202(e) and 37 CFR 401 .10;
(3) The balance of any royalties or income earned by the grantee with respect to subject inventions, after payment of expenses
(including payments to inventors) incidental to the administration of subject inventions, will be utilized for the support of scientific
research or education; and
( 4) It will make efforts that are reasonBble under the circumstances to attract licensees of subject invention that are small business
ftrmS and that it will give a preference to a small business fmn when licensing a subject iravention if the grantee determines that the
small business finn has a plan or proposal for marketing the invention which, if executed, is equally as likely to bring the invention
to practical application as any plans or proposals from applicants that are not small business fmns; provided, that the grantee is
also satisfied that the small business finn has the capability and resources to cany out its plan or proposal. The decision whether to
give a preference in any specific case will be at the discretion of the grantee. However, the grantee agrees that the Secretary may
review the grantee's licensing program and decisions regarding small business applicants, and the grantee will negotiate changes to
'
its licensing policies, procedures, or practices with the Secretary when the Secretary's review disCloses that the grantee could take
reasonable steps to implement more effectively the requirements of this paragraph (kX4).
I. Communication
All invention-related communications, including invention disclosures, reports, patents and patent applications, and confirmatory
licenses, will be submitted to the Defense Threat Reduction Agency in accordance with Article 22c.
12. Site Visits
Subrecipient agrees that Prime Recipient and the Federal Government, through authorized representatives, have the right, at all
reasonable times, to make site visits to review project accomplishments and to provide such technical assistance as may be
required. Subrecipient shall provide all reasonable facilities and assistance for the safety and convenience of the Prime Recipient
and the Federal Government representatives in the performance of site visits. All site visits and evaluations shaU be perfonned in a
manner that does not unduly interfere with or delay the work.
13. Representations and Assurances.
By accepting funds under this Subaward Agreement, the Subrecipient assures that it will comply with applicable Representations
and Assurances listed in Article 29 of Exhibit B of the Prime Award attached hereto.
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DEFENSE OIRfAT REDUCTION AGEIIC1.11E-8C
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7 .1.20 I I ( v I ) EXHIBIT 8
DEFENSE THREAT REDUCTION AGENCY (DTRA)
GENERAL TERMS AND CONDITIONS FOR GRANT A WARDS TO
INTERNATIONAL EDUCATIONAL INSTITUTIONS AND OTHER NONPROFIT
ORGANIZATIONS
WIDE AREA WORKFLOW VERSION
TABLE OF CONTENTS
1. Acceptance of Grant
2. Recipient Responsibilities
3. Order of Precedence
4. Administration and Cost Principles
5. Standards for Financial Management
Systems
6. Modification of the Grant
7. Prior Approvals
8. Unobligated Balances
9. Payments
10. Funding Increments and/or Options
11. Cost Sharing or Matching
12. Allowable Costs
13. Program Income
14. Interest Earned
15. Debt Collection
16. Audits
17. Subawnrds
18. Procurement Standards
19. Title to Expendable and Noncxpcndable
Property
20. Intangible Property
21. Patent Rights
22. Technical Reporting Requirements
23. Financial Reporting Requirements
24. After-the-Award Requirements
25. Delegation of Administration Duties
26. Claims, Disputes and Appeals
27. Termination and Enforcement
28. Security
29. Representations and Assurances
30. Research Involving Recombinant DNA
Molecules
31. Retention and Access to Records
32. Certification
33. Data Collection
34. Site Visits
35. Publications and Acknowledgement of
Sponsorship
36. Fee and Profit
37. Combating Trafficking in Persons
38. Central Contractor Registration and
Universal Identifier Requirements
39. Reporting Subawards and Executive
Compensation
40. Authorization to Perform Activities
Abroad
41 . Inconsistency Between English Version
and Translation of Grant
Pnge I of35
7.1.2011 (vl) EXHIBIT 8
a. 2 Code of Federal Regulations (CFR) Part 215 "Uniform Administrative
Requirements for Grants and Other Agreements with Institutions of Higher Education,
Hospitals and Other Non-Profit Organizations" (OMB Circular A-I 10) (OMB Circulars
may be accessed online at www.whitehouse.gov/omb/circulars);
b. 2 CFR Part 220 "Cost Principles for Educational Institutions" (Fonnerly OMB
Circular A-21) (OMB Circulars may be accessed online at
www. whitehouse. gov/omb/circulars );
c. 2 CFR Part 230 "Cost Principles for Non-Profit (Formerly OMB
Circular A-122} (OMB Circulars may be accessed online at
www.whitehouse.gov/omb/circulars); and
d. DoD 321 0.6-R, DoDGARs, Part 32, Administrative Requirements for Grants and
Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit
Organizations. DoDGARs is codified at 32. CFR Parts 21-37 and Part 1125 (DoDGARs
may be accessed online at www.dtic.miVwhs/directives/corres/htmV321006r.htm).
S. Standards for Financial Management Systems.
a. Recipient's financial management systems shall provide for the following:
(1) Accurate, current and complete disclosure of the financial results of each
federally-sponsored project or program in accordance with the reporting
requirements set forth in DoDGARs 32.52.
(2) Records that identify adequately the source and application of funds for
federaiJy sponsored activities. These records shall contain information pertaining
to Federal awards, authorizations, obligations, unobligated balances, assets,
outlays, income and interest.
(3) Effective control over and accountability for all f4nds, property and other
assets. Recipients shall adequately safeguard all such assets and assure they are
used solely for authorized purposes.
(4) Comparison of outlays with budget amounts for each award.
(5) Written procedures to minimize the time elapsing between the transfer of
funds to the recipient from the U.S. Treasury and the issuance or redemption of
checks, warrants or payments by other means for program purposes by the
recipient.
(6) Written procedures for determining the reasonableness and allowability of
costs in accordance with the provisions of the applicable Federal cost principles
(see DoDGARs 32.27) and the terms and conditions of the award.
Page J of35
7. 1.2011 (vi) EXHIBITS
(7) Unless described in the application and funded in the approved awards, the
subaward, transfer or contracting out of any work under an award. This provision
does not apply to the purchase of supplies, material, equipment or general support
services. (Approval via written notification from the Grants Officer.)
b. Prior approval is not required to transfer amounts budgeted for indirect costs to absorb
increases in direct costs, or vice versa. Note: For awards funded with FYJ 0 Basic '/A -lv 4
5
Research funding, indirect costs must be 35% or less of the total award value per the N
DoD Appropriations Act. . I)JO .
P
l b d .' IH.nrvprltJ-f
11
c. nor approva must e requeste to tmttate a one-tlme, no-cost extenston, m wntmg to 'lf;
the Grants Officer and must be received at least thirty (30) calendar days prior to the end
of the current performance period. (Approval via modification of the Grant.)
d. The recipient may incur Pre-award costs at the recipient's risk in accordance with
DoDGARs 32.25(d)(2)(i). Incurring pre-award costs more than 90 calendar days prior
to award requires prior approval from the Grants Officer.
8. Unobligated Balances. In the absence of any specific notice to the contraiy, the recipient is
authorized to carry forward unobligated balances to subsequent funding periods of this Grant
agreement in accordance with DoDGARs 32.2S(d)(2)(ii).
9. Payments.
a. See Financial Reporting Requirements under Article 23 of this document. lfthese
financial reporting requirements are not met, payment cannot be dispersed.
b. In order to receive electronic payments, the foreign Grantee must have a U.S. bank
account be registered and signed up for electronic payments (electronic funds
transfers (EFT)) in the Central Contractor Registration (CCR), W\\'\V.bpn.govtccr!. The
Grantee agrees to maintain its registration in CCR including information necessary to
faciHtate payment via EFT. Should a change in registry or other incident necessitate the
payment to an account other than that maintained in CCR, it is the Grantee's
responsibility to notify the Grants Officer and obtain a modification to this Grant
reflecting the change. The Federal Government shall not be held responsible for any
misdirection or loss of payment which occurs as the result of a Grantee's failure to
maintain correctfcurrent EFT information within its CCR registration.
c. Recipients shall submit requests for payment using Wide Area Workflow (WA WF) at
https:t/wawf.eb.mili in accordance with the Invoice Schedule in Section G of the Grant.
To receive timely payments, a Grant Voucher should be submitted on or after the invoice
dates specified within Section G of the Grant. The request shall be submitted to the
Administrative Office identified in Block 6 of the Research Grant by entering the
following routing codes:
I. Pay Office DoDAAC: See Block 12 (Code) on the first page of the
Grant.
Page 5 of35
7.1.2011 (vi) EXHIBIT B
13. Program Income.
a. All program income earned during the project period (except proceeds from the sale of
real and personal property and license fees and royalties received as a result of copyrights
or patents produced under the Grant) shall be retained by the recipient and deducted from
the total project's allowable costs in detennining the net allowable costs on which the
Federal share of costs will be based. (See DoD.GARs 32.24 ).
b. Unless program regulations or the tenns and conditions of the award provide
otherwise, recipients shall have no obligation to the Federal Government regarding
program income earned after the end of the project period.
c. Costs incident to the generation of program income may be deducted from gross
income to detennine program income, provided these costs have not been charged to the
award.
d. Proceeds from the sale of property shall be handled in accordance with the
requirements of the Property Standards (see DoDGARs 32.30 through 32.37).
14. Interest Earned. Interest earned will be subject to guidelines as specified
_32.22: Interest earned shall be remitted annually to Department of Health and Human Services,
Payment Management System, P.O. Box 6021, Rockville, MD 20852 or an electronic medium
such as the FEDWIRE Deposit System.
15. Debt Collection. The establishment of debts owed by recipients of grants and transferring
them to payment offices for collection shall be dealt with in accordance with DoDGARs
22.820.
16. Audits. Recipients.are to periodically have independent, financial and compliance audits
subject to DoDOARs 32.26.
17. Subawards. Recipients shall flow down requirements to subawards in accordance with
DoDGARs -32.5 and DoDGARs Appendix A to Part 32. Refer to Article 38 for reporting
requirements for subawards.
18. Procurement Standards. Recipients shall comply with the standards set forth in
DoDGARs 32.40 through 32.49 and applicable Federal statutes and Executive Orders when
expending Federal funds for supplies, equipment, real property, .and expendable Upon
request, recipients shall make available for DTRA's pre-award review, procurement documents
such as requests for proposals Qr invitations for bids, independent cost estimates, etc. in
accordance with DoDGARs 32.44 (e).
19. Title to Expendable and Nonexpendable Property. Unless specified otherwise in other
tenns and conditions of the Grant, title to all expendable and nonexpendable tangible personal
property purchased with grant funds shall be vested in the recipient after acquisition without
further obligation to the Federal Government to enhance the Recipient's infrastructure for future
performance of defense research and related, science and engineering education. DTRA shall
Page 7 of 35
c
7. 1.2011 (vi) EXHIBIT B
The Grantee may retain the entire right, title, and interest throughout the world to each
subject invention subject to the provisions of this clause and 35 U.S.C. 203. With respect
to any subject invention in which the Grantee retains title, the Federal government shall
have a nonexclusive, nontransferable, irrevocable, paid-up license to practice or have
practiced for or on behalf of the United States the subject invention throughout the world.
c. Invention Disclosure, Election of Title and Filing of Patent Application by Grantee
( 1) The grantee will disclose each subject invention to the Defense Threat
Reduction Agency within two months after 'the inventor discloses it in writing to
grantee personnel responsible for patent matters. The disclosure to the Defense
Threat Reduction Agency shall be in the form of a written report and shall
identify the grant under which the invention was made and the inventor(s). It shall
be sufficiently complete in technical detail to convey a clear understanding to the
extent known at the time of the disclosure, ofthe nature, purpose, operation, and
the physical, chemical, biological or electrical characteristics of the invention.
The disclosure shall also identify any publication, on sale or public use of the
invention and whether a manuscript describing the invention has been submitted
for publication and, if so, whether it has been accepted for publication at the time
of disclosure. In addition, after disclosure to the Defense Threat Reduction
Agency, the Grantee will promptly notify the Defense Threat Reduction Agency
of the acceptance of any manuscript describing the invention for publication or of
any on sale or public use planned by the grantee.
(2) The Grantee wilt elect in writing whether or not to retain title to a11y such
invention by notifying the Defense Threat Reduction Agency within two years of
disclosure to the Defense Threat Reduction Agency. However, in any case where
publication, on sale or public use has initiated the one year statutory period
wherein valid patent protection can still be obtained in the United States, the
period for election of title may be shortened by the Defense Threat Reduction
Agency to a date that is no more than 60 days prior to the end of the statutory
period.
(3) The grantee will file its initial patent application on a subject invention to
which it elects to retain title within one year ~ e r election of title or, if earlier,
prior to the end of any statutory period wherein valid patent protection can be
obtained in the United States after a publication, on sale, or public use. The
grantee will file patent applications in additional countries or international patent
offices within either ten months of the corresponding initial patent application or
six months from the date permission is granted by the Commissioner of Patents
and Trademarks to file foreign patent applications where such filing has been
prohibited 'by a Secrecy Order.
(4) Requests for extension of the time for disclosure, election, and filing under
subparagraphs { l ), (2), and {3) may, at the discretion of the Defense Threat
Reduction Agency. be granted.
Page 9 of35
7.1.2011 (vi) EXHIBIT 8
(3) Before revocation or modification of the license, the funding Defense Threat
Reduction Agency will furnish the grantee a written notice of its intention to
revoke or modify the license, and the grantee will be allowed thirty days (or such
other time as may be authorized by the funding Defense Threat Reduction Agency
for good cause shown by the grantee) after the notice to show cause why the
license should not be revoked or modified. The grantee has the right to appeal, in
accordance with applicable regulations in 37 CFR part 404 and Defense Threat
Reduction Agency regulations (if any) concerning the licensing of Government-
owned inventions, any decision conc.erning the revocation or modification of the
license.
f. Grantee Action to Protect the Government's Interest
(1) The grantee agrees to execute or to have executed and promptly deliver to the
Defense Threat Reduction Agency all instruments necessary to (i) establish or
confirm the rights the Government has throughout the world in those subject
inventions to which the grantee elects to retain title, and (ii) convey title to the
Defense Threat Reduction Agency when requested under paragraph (d) above and
to enable the government to obtain patent protection throughout the world in that
subject invention.
(2) The grantee agrees to require, by written agi-eement, its employees, other than
clerical and nontechnical employees, to disclose promptly in writing to personnel
identified as responsible for the administration of patent matters and in a fonnat
suggested by the grantee each subject invention made under grant in order that the
grantee can comply with the disclosure provisions of paragraph (c), above, and to
execute all papers necessary to file patent applications on subject inventions and
to establish the government's rights in the subject inventions. This disclosure
format should require, as a minimum, the information required by (c)(l), above.
The grantee shall instruct such employees through employee agreements or other
suitable educational programs on the importance ofreporting inventions in
sufficient time to permit the tiling of patent applications prior to U.S. or foreign
statutory bars.
(3) The grantee will notify the Defense Threat Reduction Agency of any decisions
not to continue the prosecution of a patent application, pay maintenance fees, or
defend in a reexamination or opposition proceeding on a patent, in any country,
not less than thirty days before the expiration ofthe response period required by
the relevant patent office.
(4) The grantee agrees to include, within the specification of any United States
patent applications and any patent issuing thereon covering a subject invention,
the following statement, "This invention was made with government support
under (identify the grant) awarded by the Defense Threat Reduction Agency. The
government has certain rights in the invention.'"
Page 11 or 35
7. 1.2011 (vi} EXHIBIT 8
j . March-in Rights
The grantee agrees that with respect to any subject invention in which it has acquired
title, the Defense Threat Reduction Agency has the right in accordance with the
procedures in 37 CFR 401 .6 and any supplemental regulations ofthe Defense Threat
Reduction Agency to require the grantee, an assignee or exclusive licensee of a subject
invention to grant a nonexclusive, partially exclusive, or exclusive license in any field of
use to a responsible applicant or applicants, upon tenns that are reasonable under the
circumstances, and if the grantee, assignee, or exclusive licensee refuses such a request
the Defense Threat Reduction Agency has the right to grant such a license itselfifthe
Defense Threat Reduction Agency detennines that:
( 1) Such action is necessary because the grantee or assignee has not taken, or is
not expected to take within a reasonable time, effective steps to achieve practical
application of the subject invention in such field of use.
(2) Such action is necessary to alleviate healthor safety needs which are not
reasonably satisfied by the grantee, assignee or their licensees;
(3) Such action is necessary to meet requirements for public use specified by
Federal regulations and such requirements are not reasonably satisfied by the
grantee, assignee or or
(4) Such action is necessary because the agreement required by paragraph (i) of
this clause has not been obtained or waived or because a licensee of the exclusive
right to use or sell any subject invention in the United States is' in breach of such
agreemeqt.
k. Special Provisions for Grants with Nonprofit Organizations
If the grantee is a nonprofit organization, it agrees that:
(1) Rights to a subject invention in the United States may not be assigned without
the approval of the Defense Threat Reduction Agency, except where such
assignment is made to an organization which has as one of its primary functions
the management of inventions, provided that such assignee will be subject to the
same provisions as the grantee;
(2) The grantee will share royalties collected on a subject invention with the
inventor, including Federal employee co-inventors (when the Defense Threat
Reduction Agency deems it appropriate) when the subject invention is assigned in
accordance with 35 U.S.C. 202(e) and 37 CFR
{3) The balance of any royalties or income earned by the grantee with respect to
subject inventions, after payment of expenses (including payments to inventors)
incidental to the administration of subject inventions, will be utilized for the
support of scientific research or education; and
Page 13 ofJS
I
\
7.1.2011 (vi) EXHIBIT 8
(3) Status of effort: A brief statement of progress towards achieving the research
objectives. (Limit to 200 words).
( 4) Accomplishments/New Findings: Describe research highlights, their
significance to the field, their relationship to the original goals, their relevance to
the DTRA mission, and their potential application(s) to DTRA and civilian
technology challenges.
(5) Personnel Supported: List professional personnel (Faculty, Post-Docs,
Graduate Students, etc.) supported by and/or associated with the research effort.
(6) Publications: List peer-reviewed publications and theses submitted and/or
accepted during the 12-month period starting the previous 1 October (or since
start date for new grants). Include full reference information, such as authors,
journal, volume, page numbers, etc. or for conference proceedings, name, date
and location of the conference, and proceedings publication information.
(7) InteractiOJisffransitions:
(a) Participation/presentations at meetings, conferences, seminars, etc.
(b) Consultative and advisory functions to other laboratories and agencies
and other DoD laboratories. Provide factual information about the subject
matter, institutions, locations, dates, and name(s) of principal individuals
involved.
(c) Transitions. Describe cases where knowledge resulting from your
effort is used, or will be used, in a technology application. Transitions can
be to entities in DoD, other federal agencies, or industry. Briefly list the
enablit_1g research, the laboratory or company, and an individual in that
organization who made use of your research.
(8) New discoveries, inventions, or patent disclosures ..
(9) Honors/Awards: List honors, degrees, and awards received during the Grant
period. List lifetime achievement honors such as Nobel prize, honorary
doctorates, and society fellowships prior to this effort.
( l 0) Courses taught: List class name, curriculum level and dates of any counter
WMD classes taught by the PI or Co-PL
(11) Upload an updated quad chart as a separate file to the DTRA Basic and
Fundamental Research Community Portal (www.t.ltrusubmission.netiportnl) (file
name should be the Grant number and 'Quad Chart', e.g.
Quad Chart) using the following format
Page 15 or JS
7. 1.2011 {vl) EXHIBIT B
(c) Sufficiently describe computational codes so they can be reproduced.
Include a listing of the code in an appendix if possible and appropriate;
and
(d) When the research effort culminates in the production of one or more
student theses or dissertations, in these cases, the most significant
advancements and conclusions (equations, figures, relationships, etc.)
should be included in an executive summary. The theses or dissertations
should be attached as appendices only if they are not readily available. ff
they are, clearly reference them and how they can be obtained. Also
include in the executive summary, cumulative lists of people involved in,
and publications stemming from, the research effort. Do not include
copies of already submitted or published articles in the final report.
(3) Standard Form (SF) 298: SF-298, Report Documentation Page, must be used.
Item I 3 of the SF-298 should contain a 1 00 to 200 word abstract summarizing
technical progress during the reporting period. The SF-298 may be found on the
Internet at:
h ltp:t icontacts.gsn.gov/wcbforms.ns flO! B N2C70 E2 B4C7843185256A2C005 F72 E
0J$tilc/SF298 c.pdf
( 4) Format: .Cover and title page. The report style should be third person singular
using past tense. Jargon, special symbols or notations, subscripts, mathematical
symbols or foreign alphabet letters are not permitted. All of the report pages
should be prepared for acquisition and distribution by OTIC. All of the report
pages should be of good quality for copying purposes. No pages should be
missing.
The format and standard required by your institution for the preparation of theses
and dissertations shall be used for the final report. In the absence of any
institutional standards, you may wish to refer to the American National Standards
Institute (ANSI) document Z39. 18-1987, "Scientific and Technical Reports:
Organization, Preparation, and Production," for guidance. The report may be
obtained from:
American National Standards Institute Incorporated
1430 Broadway
New York NY 10018
(5) Report Classification: It is anticipated that all final technical reports will be
unclassified and that distribution will not be limited . . However, for final technical
reports that require a limited distribution as deemed necessary by DTRA, a
Distribution List will be provided with the comments on the draft final technical
report. The Distribution list should be formatted to match the rest of the report,
placed at the end of the report, and added to the Table of Contents. The number
of pages in the Distribution List should be added to the total page count and
included in the total number of pages cited in Block 15 of the SF298.
Page t7 of35
7 .1.20 II (vI ) EXHIBIT 8
a. The following financial report is required for all grant recipients:
( 1) Federal Financial Report, SF-425. This report is due annually. no later than
90 days after the end of the reporting period. The reporting period is from.
I July - 30 June. First year reports shall have a reporting period of the start date
of the Grant through 30 June. Final reports shall be submitted no later than 90
days af:ter the project or grant period end date.
The SF-425 form and instructions can be found on the Internet at:
http:/:www. whitchousc.gov/omb/grants forms!
(2) All financial reports shall be submitted to the Administration Office identified
in Block 6 of the Research Grant with a courtesy copy as follows:
Upload the Financial Report to the DTRA Basic and Fundamental
Research Community Portal (www.utrasubmission.neVporlal) (tile name
should be the Grant number and 'Financial Report', e.g. HDTRAl-11-l-9999
Financial Report) of less than 10MB.
24. After-the-Award Requirements. Closeout, subsequent adjustments, continuing
responsibilities, and collection of amounts due are subject to requirements found in.DoDGARs
32. 71 through 73.
25. Delegation of Administration Duties. Certain grant administration duties have been
delegated to the Administration Office identified in Block 6 of the Research Grant. These duties
are as follows:
a. Provisionally approve all Grant and Cooperative Agreement Vouchers.
b. Perform all property administration services except the approval of recipient's requests
to purchase equipment with grant funds. Such approvals must be granted by the DTRA
Grants Officer.
c. Perform all plant clearance functions.
d. Approve requests for Registration for Scientific and Technicallnfonnation Services
(DO Form 1540).
e. Obtain all financial report(s) (see Article 23 of this document).
f. Obtain the interim Report of Inventions and Subcontracts (DD Fonn 882).
g. Execute administrative closeout procedures, which include the following:
(I) Obtain the final Report oflnventions and Subcontracts (DD Form 882}.
(2) Obtain final payment request. if any.
Page 19 of 35
7.1.2011 (vi) EXHIBIT B
( 4) On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973
(29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR
Part 41 and DoD regulations at 32 CFR Part 56.
b. Live Organisms: By signing this agreement or accepting funds under this agreement,
the recipient assures that it will comply with applicable provisions of the following
national policies concerning live organisms:
(I) For human
(a) The Common Federal Policy for the Protection of Human Subjects,
codified by the Department of Health and Human Services at 45 CFR Part
46 and implemented by the Department ofDefense at 32 CFR Part 219.
(b) The recipient shall adhere to DTRA local clause 252.223-9002-
Protection of Human Subjects (Aug 2010). The full text ofthis clause is
as follows:
All research under this grant involving human subjects must be
conducted in accordance with 32 CFR 219, 10 USC 980, and
DoDD 3216.02, as well as other applicable federal and state
regulations. Grantees must be cognizant of and abide by the
additional restrictions and limitations imposed on the DoD
regarding research involving human subjects, specifically as
regards vulnerable populations (32 CFR 219 modifications to
subparts BD of 45 CFR 46), recruitment of military research
subjects (32 CFR 219), and surrogate consent ( 10 USC 980).
DTRA Directive 3216.01 of June 9, 2010 establishes the DTRA
Human Subjects Protection Program, sets forth the policies,
the applicable terms, and delineates the procedures
necessary to ensure DTRA compliance with federal and DoD
regulations and legislation governing human subject research. The
regulations mandate that all DoD activities, components, and
agencies protect the rights and welfare of human subjects of study
in DoD-supported research, development, test a'nd evaluation. and
related activities hereafter referred to as "research". The
requirement to comply with the regulations applies to new starts
and to continuing research.
The DTRA directive requires that research using human subjects
may not begin or continue until the Defense Threat Reduction
Agency's Research Oversight Board (ROB) has.reviewed and
approved the proposed protocol. Grantees and subcontractors are
required to submit a valid federal assurance for their organization
(institution, laboratory, facility) that has been issued by either DoD
or the Department of Health and Human Services, and
Page 21 of35
7.1.2011 (vi) EXHIBIT B
tennination clause(s). l11e Federal Government shall not be
responsible for any costs incurred for research involving human
subjects prior to protocol approval by the ROB.
(2) For
(a) The recipient shall adhere to DTRA local clause 252.235-9001-
Prohibition of Use of Laboratory Animals (J1,1l 201 0). The full text of this
clause (edited for International use) is as follows:
The grant recipient shall obtain approval from the U.S. Army
Medical Research and Material Conunand (USAMRMC), Animal
Care and Use Review Office (ACURO) prior to conducting
research on live nonhuman vertebrates. in most cases, studies
involving non-human primates, dogs, cats, or marine mammals
will require a site visit by an ACURO laboratory animal
veterinarian as a condition of approval. DoD may also conduct site
visits involving research on other animals when deemed
appropriate. The animal research facility is responsible for
notifying the DoD sponsor if Association for the Assessment and
Accreditation of Laboratory Animal Care accreditation is lost or
the facility is under investigation by local or national entities. DoD
also has the right to a site inspection under these
ACURO will communicate the need for a site visit directly to the
recipient Business Point of Contact (BPOC) and PI on an
individual basis.
The grant recipient (including subcontractors) is expressly
forbidden to use laboratory animals in any manner whatsoever
using funds from this award prior to the express written approval
ofUSAMRMC ACURO.
The grant recipient shall complete the ACURO Animal Use
Appendix for Research Involving Animals found at the following
website:
https:t: tmmc. ametld.army. mil/index .c fm '?J>ageid-Research Protect
ions.acuro Animalappcndix. Complete and submit the appropriate
version of the ACURO appendix, including, contact information,
the DTRA grant number and a copy of the grant, to 'the email
address listed at the ACURO website for processing. Once
ACURO approves the effort, the grant recipient will receive
written approval to begin animal use from the USAMRMC
ACURO by separate email. The grant recipient shall promptly
provide a copy of the approval to the Grants Officer and Grants
Officer representative. After approval, all changes or protocol
amendments must be submitted to and approved by ACURO
before implementation.
Page 23 or3S
7. 1.2011 (vi) EXHIBIT B
h. Cargo Preference: The recipient agrees that it will comply with the Cargo Preference
Act ot 1954 (46 U.S.C. 1241), as implemented by Department of Transportation
regulations at 46 CFR 381 .7, which require that at least 50 percent of equipment,
materials or commodities procured or otherwise obtained with U.S. Government funds
under this agreement, and which may be transported by ocean vessel, shall be transported
on privately owned U.S.-flag commercial vessels, if available.
i. Militruy Recruiters: This term applies to the extent that work under this grant will be
performed by a U.S. institution of higher education as defined by 32 CFR 216.3. Military
recruiting on campus under this award shall be as specified in the DoDGARs 22.520,
Military Recruiting and Reserve Officer Training Corps Program Access to Institutions
of Higher
As a condition for receipt of funds available to the Department of Defense (DoD)
under this award, the recipient agrees that it is not an institution of higher
education (as defined in 32 CFR Part 216) that has a policy or practice that either
prohibits, or in effect prevents:
( l) The Secretary of a Military Department from maintaining,
establishing,or operating a unit ofthe Senior Reserve Officers Training
Corps (in accordance with 10 U.S.C. 654 and other applicable Federal
laws) at that institution (or any subelement of that
(2) Any student at that institution (or any subelement of that institution)
from enrolling in a unit of the Senior ROTC at another institution of
higher education;
(3) The Secretary of a Military Department or Secretary of Homeland
Security from gaining access to campuses, or access to students (who are
17 years of age or older) on campuses, for purposes of military recruiting
in a manner that is at least equal in quality and scope to the access to
campuses and to students that is provided to any other employer; or
(4) Access by military recruiters for purposes of military recruiting to the
names of students (who are 17 years of age or older and enrolled at that
institution or any subelement of that institution); their actdresses, telephone
listings, dates and places of birth, levels of education, academic majors,
and degrees received; and the most recent educational institutions in which
they were enrolled. If the recipient is determined, using the procedures in
32 CFR Part 216, to be such an institution of higher education during the
period of performance of this agreement, the Federal Government will
cease all payments of DoD funds under this agreement and all other DoD
grants and cooperative agreements to the recipient, and it may suspend or
terminate such grants and agreements unilaterally for material failure to
comply with the tenns and conditions of award.
Page 25 ofJS
7. 1.2011 (vi) EXHIBIT B
advertisements, still and motion pictures, speeches, trade association proceedings,
symposia, etc.
c. When issuing statements, press releases, requests for proposals, bid solicitations, and
other documents describing projects or programs funded in whole or in part with federal
money, all recipients receiving federal funds, shall clearly state: (i) the percentage of
total costs of the program or project which will be financed with federal money, and (ii)
the dollar amount of federal funds for the project or program.
36. Fee and Profit. This agreement does not provide for the payment of fee or profit to the
recipient.
37. Combating Trafficking in Persons. The recipient agrees to comply with the trafficking in
persons requirement in Section 1 06{g) of the Trafficking Victims Protection Act of 2000
(TVPA), as amended (22 U.S.C. 7l04(g)).
a. Provisions applicable to a recipient that is a private entity.
(I) You as the recipient, your employees, subrecipients under this award, and
subrecipients' employees may not-
(a) Engage in severe forms of trafficking in persons during the period of
time that the award is in effect;.
(b) Procure a commercial sex act during the period of time that the award
is in effect; or
(c) Use forced labor in the performance of the award or subawards under
the award.
(2) We as the Federal awarding agency may unilaterally terminate this award,
without penalty, if you or a subrecipient that is a private entity-
(a) Is determined to have violated a prohibition in paragraph a.( I) of this
award term; or
(b) Has an employee who is determined by the agency official authorized
to terminate the award to have violated a prohibition in paragraph a.( I) of
this award term through conduct that is either-
(!) Associated with performance under this award; or
(2) Imputed to you or the subrecipient using the standards and due
process for imputing the conduct of an individual to an
organization that are provided in 2 CFR Part 180, "OMB
Guidelines to Agencies on Govemmentwide Debarment and
Page 27 of35
7.1.2011 (vi) EXHIBIT 8
(b) Another person engaged in the performance of the project or program
under this award and not compensated by you including, but not limited
to, a volunteer or individual whose services are contributed by a third
party as an in-kind contribution toward cost sharing or matching
requirements.
(2) "Forced labor" means labor obtained by any of the following methods: the
recruitment, harboring, transportation, provision, or obtaining of a person for
labor or services, through the use of force, fraud, or coercion for the purpose of
subjection to involuntary servitude, peonage, debt }?ondage, or slavery.
(3) "Private entity":
(a) Means any entity other than a State, local government, Indian tribe, or
foreign public entity, as those tenns are defined in 2 CFR 175.25.
(b) Includes:
<D A non-profit organization, including any non-profit institution
of higher education, hospital, or tribal organization other than one
included in the definition of Indian tribe at 2 CFR 175.25(b).
G) A for-profit organization.
(4) "Severe forms oftrafficking in persons," "commercial sex act," and "coercion"
have the meanings given at Section 103 of the TVPA, as amended (22 U.S.C.
7 1 2 ~ .
38. Central Contractor Registration and Universal Identifier Requirements.
a. Requirement for Central Contractor Registration (CCR)
Unless you are exempted from this requirement under 2 CFR 25. 110, you as the recipient
must maintain the currency of your information in the CCR until you submit the final
financial report required under this award or receive the final payment, whichever is later.
This requires that you review and update the information at least annually after the initial
registration, and more frequently if required by changes in your information or another
award term.
b. Requirement for Data Universal Numbering System (DUNS) Numbers
If you are authorized to .make subawards under this award, you:
(I) Must notify potential subrecipients that no entity {see definition in paragraph c
of this award term) may receive a sub award from you unless the entity has
provided its DUNS number to you.
Page29 orJs
7.1.201 I (vi) EXHIBIT B
~ Subrecipient means an entity that:
(A) Receives a subaward from you under this award; and
(h) Is accountable to you for the use of the Federal funds provided by the
subaward.
39. Reporting Subawards and Executive Compensation.
a. Reporting of first-tier subawards.
( 1) Applicability. Unless you are exempt as provided in paragraph d. of this
award tenn, you must report each action that obligates $25,000 or more in Federal
funds that does not include Recovery funds (as defined in Section 1512(a)(2) of
the American Recovery and Reinvestment Act of2009, Pub. L. I 1 1-5) for a
subaward to an entity (see definitions in paragraph e. of this award term).
(2) Where and when to report.
(a) You must report each obligating action described in paragraph a.(l) of
this award term to http://www.fsrs.gov.
(b) For subaward information, report no later than the end of the month
following the month in which the obligation was made. (For example, if
the obligation was made on November 7, 2010, the obligation must be
reported by no later than December 31, 2010.)
(3) What to report. You must report the infonnation about each obligating action
that the submission instructions posted at http://www.fsrs.gov specifY.
b. Reporting Total Compensation of Recipient Executives.
(I) Applicability and what to report. You must report total compensation for each
of your five most highly compensated executives for the preceding completed
fiscal year, if-
(a) the total Federal funding authorized to date under this award is $25,000
or more;
(b) in the preceding fiscal year, you received-
(1) 80 percent or more of your annual gross revenues from Federal
procurement contracts (and subcontracts) and Federal financial
assistance subject to the Transparency Act, as defined at 2 CFR
I 70.320 (and subawards); and
Pagdl oCJS
7 .1.20 I I ( v I ) EXHIBIT B
(2) Where and when to report. You must report subrecipient executive total
compensation described in paragraph c.(l) of this award term:
(a) To the recipient.
(b) By the end of the month following the month during which you make
the subaward. For example, if a subaward is obligated on any date during
the month of October of a given year ( i.e., between October I and 31 ),
you must report any required compensation information of the
subrecipient by November 30 of that year.
d. Exemptions.
If, in the previous tax year, you had gross income, from all sources, under $300,000, you
are exempt from the requirements to report:
(l) Subawards, and
(2) The total compensation of the five most highly compensated executives of any
subrecipient.
e. Definitions. For purposes of this award term:
(1) Entity means all of the following, as defined in 2 CFR Part 25:
(a) A Governmental organization, which is a State, local government, or
Indian tribe;
(b) A foreign public entity;
(c) A domestic or foreign nonprofit organization;
(d) A domestic or foreign for-profit organization;
(e) A Federal agency, but only as a subrecipient under an award or
subaward to a non-Federal entity.
(2) Executive means officers, managing partners, or any other employees in
management positions.
(3) Subaward:
(a) This term means a legal instrument to provide support for the
performance of any portion of the substantive project or program for
which you received this award and that you as the recipient award to an
eligible subrecipient.
7. 1.2011 (vi) EXHIBIT 8
decrees, labor standards and regulations of such country or countries during the perfonnance of
the grant U.S. Government funds may not be used in support of a project which is prohibited by
law in the country or countries in which it is undertaken. DTRA does not assume responsibility
for the recipient's compliance with the laws and regulations of the country or countries in which
the activities are to be conducted.
41. I nconsistcncy Between English Version and Translation of Grant. The recipient shall
ensure that all contract correspondence that is addressed to the U.S. Government is submitted in
English or with an English translation. In the event of inconsistency between the tenns of the
grant and any translation thereof into another language, the meaning in the English language
shall control.
Page 35 ofJS
lnstltution/Organl:zatlon ("Prime Recipient")
Name: jMcGill University
Address: jottke of Sponsored Researth
James Adminlstrallon Building, 2nd Floor
Attachment 3A
Research Subaward Agreement
Prime Recipient Contacts
City: jMontreal . State: lauebec
Administrative Contact
Name: !Marlene Boutet, Officer
Address: I McGill University
jomce of Sponsored Research
IJames Administration Building, 2nd Floor
City: JMontreal State: jauebec
Telephone: js143988120 Fax:
Email: I marlene.boutl!!t(lmcgill.ca
Principal Investigator
Name: David Frost
Address: j McGill University
jMacdonald Engineering Building
j Department of Mechanical Engineering
City: !Montreal State: jauebec
Telephonl!!: 1514398.6279 Fax:
Email: jdavld.frost@)mcglll.ca
Financial Contact
Name: jMonlka Koeck
Addre.ss: jMcGIII University
Research & Restricted Funds, Ananclal Services
13465 Durocher Street, 3rd
City: jMontreal
State: !Quebec
Telephone: 1514398-3888 Fax:
Email: jmoni!Wweck@mcglll.ca
Authorized Official
Name: jMarlene Soutet,
Address: I McGill University
Office of Sponsored Research, Awards Management Unit
James Administration Building, 2nd Floor
Oty: jMontreal State: I Quebec
Telephone: jst4398-8120 Fax:
Email: j marlene.boutetOmcglll.ca
Subawaril Number:
1232859
ZlpCode: jH3A 2TS
ZlpCode: IH3A 2TS
Zl pCode: jH3A 2TS
ZlpCode: jH2X2C6
ZlpCode: jH3A2TS
Institution/Organization ("Subreclpient")
Attachment 38- Research Subaward Agreement
Subrecipient Contacts
The Board ofTrustees or the University of Illinois
c/o Offlce of Sponsored Programs lind Resellrch Admlnlsb3tlon
11901 South FlrstStrMt. A
Subawilrd Number:
Oty: !champaign
EIN No.: 137-6000511
Ill ZlpCode+4: 161820..7406
Institution Type: jPubllc/State Controlled lnst. of Higher Education
Did the subrecipient's gross income, from all sources, in the previous tax year exceed
If no, FFATA reporting ofthis subaward is not required.
Is the Performance Site the Same Address as Above7
('Yes
In CCR1 \eYes ('No
If no, Is the Performance Site the same as PI address below7 ('Yes \e No DUNS No.:
Parent DUNS No.:
If no to both questions, please complete 38 page 2 (if ARRA funding use Attachment 4A). jo4-1S4-4081
,_
Is Subrecipient exempt from reporting compensation? (i Yes (' No
If no, please complete 38 page 2 (If ARRA funding use Attachment 4A).
Congressional District:
115
Congressional District:
Administrative Contact
Name:
City: !champaign ZJpCode: 161820..7406
Fax:
Email:
Principal Investigator

.... .;...;..:.......;;.;...;.;__;..;._.;._ _ _ .. ,;.. . ......;;; - ;...; ......;_ _..;.. ___ :...._ _____ .:...;.;. ____ _
. - - . .. .
11206 W. Green, M/C 244
City: !urbana
Financial Contact
Name:
lunlversltyofllllnols, 1901 South First Street. Suite A
City: !champaign
Email:
IlL 161801
Fax:
-'6-18_2_0.._74_06 __
Falr.-
Authorized Offldal
Name: -
__ U_o_n---------------------------------------------------------
. .. . . - . . - - .
11901 Rrst Street, Suite A
City: !champaign 161820..7406
Fax:
Email:
FOP version 20101115
Attachment 4
Reporting Requirement
In order for Prime Recipient to comply with Awarding Agency's reporting requirements, the
following reports are required:
Annual progress reports to be submitted July 31st starting in 2012 in the format requested by
McGill PI in order for McGill PI to submit reports to DTRA by September I.
A draft of the final technical report to be submitted to McGill PI sixty (60) days prior to the
en9 of the Period of Performance in the format requested by McGill PI in order for McGill to
submit draft final technical report to DTRA 45 days prior to end of Period of Performance.
After review and comment by DTRA of the draft final report, UIUC's PI shall assist as
needed to revise the technical report in a timely manner to allow McGill to submit the final
report to DTRA 90 days after termination of Period of Performance.
Form DO 882, Report of Inventions, shall be submitted annually to the McGill
Administrative Contact noted in Attachment 3 by August 15 for submission to DTRA by
September 1.
Attachment 5
~ ~ l l l l l l l l l l l t ~
.
nv I IV\. I-I 1-1-VVI't
Exhibit A
BRBAA08-Per5-H-2-0002, Topic Per5-H
DUST CLOUD COMBUSTION FOR DEFEAT OF AIRBORNE 810-WMD
Submitted on September 15, 2010
Submitted by
David Frost (PI), Sam Goroshin (Co-PI), and Jeff Bergthorson,
Mechanical Engineering Department, McGill University, Montreal, Canada
and
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1
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-
2
FROST Selected Publications Related to the SOW
1. Brandstadt K., Frost, D.L., Kozinski, J.A., "Preignition characteristics of nano- and
micrometer-scale aluminum particles in AI-C02 oxidation systems,'' Proceedings of the
Combustion Institute 32 (2009) 1913-1919. .
2. Cairns, M., Frost, D.L., and Goroshin, S., "Effect of oxygen concentration on the combustion
of titanium Proc. of 22"d International Colloquium on the Dynamics of Explosions
and Reactive Systems, Minsk, Belarus, Jul. 26- Jul. 31, 2009.
3. Ripley, R.C., Leadbetter, J., Zhang, F., and Frost, D.L., "Acceleration of solid particles in
explosive dispersal," Proc. of 27'" International Symposium on Shock Waves, St. Petersburg,
Russia, Jul. 19-24, 2009.
4. iette, F.-X., S., Higgins, A.J., Frost, D,L., and Lee, J.J., "Time-resolved
temperature measurementS of shock initiation in heterogeneous exothermic mixtures," Proc.
of 16'" APS Topical Conference on Shock Compression of Condensed Matter, Nashville, TN,
Jun. 28- Jul. 3, 2009.
5. Frost, D.L., Cairns, M., Goroshin, S., and Zhang, F., "Effect of particle morphology on the
reactivity of explosively dispersed titanium particles," Proc. of 16
111
APS Topical Conference
on Shock Compression of Condensed Matter, Nashville, TN, Jun. 28- Jul. 3, 2009.
6. Frost, D.L., Goroshin, S., Cairns, M., Ripley, R.C., and Zhang, F., "Temperature
measurements in a multiphase frreball," Proc. of 22"d International Colloquium on the
Dynamics of Explosions and Reactive Systems, Minsk, Belarus, Jul. 26 -Jul. 31,2009.
7. Goroshin, S., Frost, D. L., Levine, J., Yoshinaka, A., and Zhang, F., "Optical Pyrometry of
Fireballs ofMetalized Explosives," Journal of Propellants, Explosives and Pyrotechnics, Vol.
31, No.3, pp. 169-181, 2006.
8. Ni, Z., Bellerose, J., Goroshin, S. and Frost, D. L., "Reaction Rate and Ignition Temperature
of Metal Particles in Various Oxidizing Media," Proc. 19'" Int. CoLloquium on the Dynamics
of Explosions and Reactive Systems, Hakone, Japan,. July 27 -August 1, 2003.
9. Frost, D. L., Zhang, F., Murray, S., and McCahan, S., "Critical Conditions for Ignition of
Metal Particles in a Condensed Explosive," Proceedings of 12
1
h International Detonation
Symposium, Aug. 11-16, San Diego, CA, 2002.
10 Zhang, F., Frost, D. L., Thibault, P. A., and Murray, S. B., "Explosive Dispersal of Solid
Particles", Shock Waves, Vol. 10, No. 6, pp. 431-443,2001.
GOROSHIN Selected Publications Related to tbe SOW
1. V. Tanguay, S. Goroshin, A. J. Higgins, and F. Zhang "Aluminum particle combustion in
high-speed detonation products", Combust. Sci. and Tech., 181 : 670-693, 2009.
2. F-0. Tang, S. Goroshin, A. Higgins, J. Lee ' Flame propagation and quenching in iron dust
clouds" Proceedings of the Combustion Institute 32, 1905-1912,2009.
3
3. F-0. Tang, A. Higgins and S. Goroshin ''Effect of discreteness on heterogeneous flames:
Propagation limits in regular and random particle arrays" Combustion Theory and Modelling,
Vol. 13, No.2, 2009, 319-341
4. S. Goroshin, J. Mamen, A. Higgins, Tim Bazyn, N. Glumac, H. Krier "Emission
Spectroscopy of Flame Fronts in Aluminum Suspensions" Proceedings ofthe Combustion
Institute, Volwne 31, 2011-2019, 2006
5. S. Goroshin, A.J. Higgins, and M. Kamel" Powdered Metals as Fuel for Hypersonic
Ramjets" AJ.AA PaperNo. 2001-3919,
6. S. Goroshin, M. Kolbe, and J.H.S. Lee "Flame Speed in a Binary Suspension of Solid Fuel
Particles." Proceedings of the Combustion Institute, Volume 28, 2811-2817, 2000
7. S. Goroshin, J.H.S. Lee, Yu. Shoshin "Effect of the Discrete Nature of Heat Sources on Flame
Propagation in Particulate Suspensions" Proceedings of the Combustion Institute, Volume 2 7,
1998, pp. 743-749
8. Goroshin, S., Fomenko, 1., Lee, J.H.S. "Burning Velocity in a Fuel-Rich Aluminum Dust
Clouds" Proceedings of the Combustion Institute, Volume 26, 1996, pp. 1961-1967.
9. Goroshin, S., Bidabadi, M., Lee, J.H.S. "Quenching Distance of Laminar Flames in
Aluminum Dust Clouds" Combustion and Flame V.105, 147-160, 1995.
10 Gorosbin, S., Kleine, H., Lee, J.H.S., Frost, D., "Microgravity Combustion of Dust Clouds.
Quenching Distance Measurements." NASA Conference Publication 1 017 4, 141-146, 199 5.
11 Aslanov, S., Shevchuk.,V., Kostyshin, Yu., Boichuk, L., Goroshin, S. "Oscillatory
Combustion of Air Suspensions" Combustion, Explosion and Shock Waves, Vol. 3, 163-169,
1993.
12 Gorosbin, S., Ageyev, N., Shoshin, Yu., Shevchuk, V. "Premixed Laminar Flames in the
Boron Dust Clouds" Combustion of Boron-Based Solid Propellants and Solid Fuels, K.K.
KuQ and R. Pein Editors, CRC Press, Ann Arbor, 469-477, 1992.
BERGTHORSON Selected Publications Related to the SOW
I. JM Bergthorson, SD Salusbury, & PE Dimotakis. Hydrodynamics of premixed laminar
stagnation flames. Journal of Fluid Mechanics (under revision).
2. JM Bergthorson & PE Dimotakis, Premixed laminar Cl-C2 stagnation flames: experiments
and simulations with detailed thermochemistry models. Proceedings of the Combustion
Institute, 31:1139-1147,2007.
3. JM Bergthorson & PE Dimotakis, Particle velocimetry in high-gradient/high-curvature flows.
Experiments in Fluids, 41 2006.
4. 1M Bergthorson, DG Goodwin, & PE Dimotakis, Particle streak velocimetry and CH laser-
induced fluorescence diagnostics in strained, premixed, flames. Proceedings of
the Combustion Institute, 30:1637-1644, 2005.
4
OTHER Selected Publications Related to the SOW
1. Bartknecht, W., Dust Explosions, Springer-Verlag, 270 pages, 1989.
2. Milne, A.M., Parrish, C., and Worland, I., Dynamic Fragmentation of Blast Mitigants, Shock
Waves, Vol. 20,41-51, 2010.
3. Grady, D.E., Local Inertial Effects in Dynamic Fragmentation, J. Applied Physics, Vol. 53,
322-325, 1982.
4. Essenhigh, R.H., and Csaba, J., The Thennal Radiation Theory for Plane Flame Propagatton
in Coal Dust Clouds, Proceedings ofthe Combustion Institute, .2(!), 111-125, 1963. :
5. Smoot, L. D., Horton, M. D. and Williams, M.D., Propagation of Laminar Pulverized Coal-
Air Flames, Proceedings of the Combustion Institute, 16(1), 375-387, 1977.
6. R. K. Eckhoff, Dust Explosions in the Process Industries, Elsevier, 705 pages, 2003.
7. A.G. Egorov, E.D. Kal'nei, A.P. Shaikin, Combust. Expl. Shock Waves 37 (5), 516-522,
2001.
8. K. Annamalai, W. Ryan, Prog. Energy Combust Sci. 18,221-295, 1992.
9. P. Bucher, R.A. Yetter, F.L. Dryer, T.P. Parr, D.M. Hanson-Parr, E.P. Vicenzi, Proc.
Combust. Inst. 26, 1899-1908, 1996.
10 H.G. Wolthard, W.G. Parker, Proc. Phys. Soc. A 62 (8), 523-529, 1949.
11 D.L. Parry, M.Q. Brewster, J. Tbennophys. Heat Transf. 5 (2), 142-149, 1990.
12 C.F. Bohren, D.R. Huffman, Absorption and Scattering of Light by Small Particles, Wiley,
New York, 1983.
5
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7
8
9
Subaward Amendment
Prime Recipient Subrecipient
The of the University of
Illinois at Urbana-Champaign
Address: Office of Sponsored Research
James Admlnlstrauon euncilng
Address: c/o Office of Sponsored Programs and
845 Sherbroo'ke S1reet West, Second Floor
Monlreal, Quebec H3A 2T5 Conada
Research Admlnlstrauon. 1901 South First
S1,1ite A, Champaign, Illinois
61820-7406
Primo Award No. : HDTRA111 10014 Subaward No.: 232859
Project Title: Dust Cloud Combustion for Defeat Airborne Bfo-WMD
Awarding Agency: Defense Throat Reduction
Agency
Subaward Period of Porfonnanco:
July 6. 2011 to July 17. 2014
Amendment No. 1
Funded this
Amendment(s) to Orlgtnal Terms and Conditions
This Amendment provides additional funding In the amount and
authorizes Subreclpient to invoice Prime Recipient for a not to exceed total of___...,r costs
incurred tn the conduct of the above-referenced DTRAfunded project during the project period from
July 4$; to July 17, 2014.

Proposed year 2 budget is appended to this amendment
Please reference the above subaward number on all Invoices to expedite payment.
All other terms and conditions of the original Research Subaward Agreement signed February 3, 2012
remain in full force and effect.
Dale
Name: Marlene Boulet
Name:
Tille: Associate Director, Awards Management Title;
Olfice of Sponsored Research
h I
. . : . .
NT:
Dolo
I
Attachment 2
I
II
'
Subaward Amendment
Prime Recipient Subrec\p\ent
Of
Adcfnet: ot11ce Rlli!Mn:h

MontrMl, Quebec HM m Cllnlldli
Prtme.Awald No.: HDTRA1-11-1-0014
SubaMrd Period or Perfomwnce:
July a. 2011 to July 17, 2014
Heme: The or the Unlverllty or

Addresl: do otllce OfSpoueoced Programe and
R....-ch Admlnlltnlaon, 1001 South Find

ew.wans No.: 232859
Am.ndmentNo.2
Amendment( a) Olfglnal Terms and Conditione
Subreclplenl to Invoice Prime Recipient for a not to exceed total or
c:oatllncun'ed In the conduct of the above-rvferenced DTRMunded prqect during
from July e, 2011 to July 17, 2014.
Since the funds from DTRA for YUI 3 were receJvad at McGill earlier In the year, the value or the
Canadian dollar (relative to USD) has dropped by a little less than 6%. Hence, due to the change in the
exchange rata, lhe total grant fundi available In USD haa been reduced and this explains the smal
reduction In the aubaward for Year 3 relative to the budgeted amount
Please the above subaward number on all Invoices to expedite payment.
.AJI other tenna and conditione or the original Research Subaward Agreement signed February 3. 2012
In full force and etrect.
Name: Marfene Boulet
Tille: 1.-tm Director, Aw8rde Mln.gement &
OpetwlloM, Ofllce or Sponaored
.
1/
Attachment 2
Statement of Wortc & Budget
Subaward.Amendment No.2
between McGIU Unmt.lty & Umnr.lly of at Urblna.Champlalgn
Agency: l)efJJnM Thi'MI Reduction Agency
Prime AWIII'd No: HDTRA1111.0014
McGUf Unlverelty PrlnelpaiiiiQdptOr. Da--
Untve,_., of Hllnot. Prtnclt* lnveetlptor:
Period of Perfonnnce: July 8, 20t1 to July 17, 2014
Stlt8ment of Work
As per -Attachment 5 of Research Subaward Agreement
signed February 3, 2012.


I
I
., !
l
Admlr.e.trallve Contlct

Adchw. Ofllce of SpoftiC)Aid ReMarch
McGII Unlver1Hy
J.,... MMIIoll Bulking
&46 Shelbtoc*e Street Welt, Second Floor
MontrNI, Quebec H3A OG4 Canada
Telephone: 614-398-7229
Fax: 51<1-398-4853
Emal: flortse.lam.lung.onQmcall.ce
Prfnca,.l.lnwllgatDr
Name: Devld Froat
Addrea: McGII Unlvwlfty
Macdonald Englntlemg Bulking
Department of MechMJcel Engineering
Montrelll, QUIIbeo H3A 2T5 Cenlda
Telephone: 514-398-8279
Fax:
EmaD: davtd.frolt@mcgiD.ee
FlnancW Contact
Name: Marian Wq
Address: Research and Financial Management
SentlcM (RFMS). McGII UniYeralty
3485 Duroc:h street, Room 308
Monb'elll, Quebec H2X 2C8 Cenada
Telephone: 514-398-3888
Fmc
Emd: marian.wanqO!T'!CXJII.c;e
Authottad Offtofal
Name: Martene Bouhit
lnlertm Oltector, Awwda Management &
Oper8tlonl
Addrela: Ollk:e of Sponeorad R8lellf'd1
Mdlll Unlvenlly
..... Admllliatratbi Bulldklg
84lS Sherbrooke St. w.a. r-FJoor
H3A OG4 Canada

Fa:
Emil: martene.bOUtatGnqll.ce
Telephone;
Fax:
Email:

Natural Sciences and Engineering Consell de recherches en sciences
Research Council of Canada naturelles et en g6ne du Canada
350 Albert Streel
Ottawa. Canada
K1A 11-15
March 28, 2006
D.L.Frost
Dept. of Mechanical Engineering
McGill University-
350, rue Albart
Ottawa, Canada
K1A 1HS
MACDONALD ENGINEERING BLDG
817 RUE SHERBROOKE 0
MONTREAL QC IDA 2K6
Application No.:
Fiscal Year:
Amount Awarded:
Instalment:
Review Committee:
NSERCPIN:
SUBJECf: RGPIN -Discovery Grants Program - Individual
TITI..E: Exploisions and shock a ~ e s in multi phase media
$28,000
(113)
PROTECJ'ED
-cal Engineering- 13
We are pleased to infonn you that NSERC has approved funding for the above application at the level shown
above. Note that NSERC issues an award letter only for the first instalment of a grant. Subsequent instalments,
if any, are subject to the availability of funds through parliamentary appropriations. New notices will be issued
only if the amount or duration of the award is changed.
Subject to the availability of funds the subsequent instalment(s) will be:
(213)
(3/3)
2007-2008
2008-2009
$28,000
$28,000
Grant funds are credited to an NSERC grant account administered by the institution that signed the application.
You must authorize all expenditures in accordance with NSERC regulations.
Please refer to the Financial Administration section of the NSERC Program Guide for Professors on NSERC's
Web site at www.nserc.calprofessors_e.asp?nav=profnav&lbi=toc.Jjn for your responsibilities associated
with this grant
SIF
Isabelle Blain, Vice-President
Research Grants and Scholarships
c.c.: Research Grant Officer, Business Officer
CanadN
RECEIVED
APR 0 4 ~ ~ S
RESEARCH Gt4ANTS
OFFICE

Natural Sciences and Engineering Consell de recherches en sciences
Research Council of Canada naturelles et en du Canada
350 Albert Street
Ottawa, Canada
KIA 1HS
April17, 2009
D.L.Frost
Dept. of Mechanical Engineering
McGill University
MACDONALD ENGINEERING BLDG
817 RUESHERBROOKEO
MONTREAL QC H3A 2K6
350, rue Albert
Ottawa, Canada
KIA 11-15
Application No.:
Fiscal Year:
Amount Awarded:
Instalment:
Review Committee:
NSERCPIN:
SUBJECf: RGPIN - Discovery Grants Program - Individual
TITLE: Explosions and shock waves in multiphase media
$25,000
(1/5)
Mechanical Engineering- B - 1054
-
r "'"' r
u ... >..o '" "
,; &::.t. j)
GRANTS
OlFFiC!:
We are pleased to inform you that NSERC has approved funding for the above application at the level shown
above. Note that NSERC issues an award letter only for the first instalment of a grant. Subsequent instalments,
if any, are subject to the availability of funds through parliamentary appropriations. New notices will be issued
only if the amount or duration of the award is changed.
Subject to the availability of funds the subsequent instalment(s) will be:
(2/5)
(3/5)
(4/5)
(5/5)
2010-2011
2011-2012
2012-2013
2013-2014
'
$25,000
$25,000
$25,000

Grant funds are credited to an NSERC grant account administered by the institution that signed the application.
You must authorize all expenditures in accordance with NSERC regulations.
Please refer to the Financial Administration section of the NSERC Program Guide for Professors on NSERC's
Web site at www .nserc-crsng.gc.ca/Professors-Professeurs/FinanclalAdminGulde-
GuideAdminFinancier/index_eng.asp for your responsibilities associated with this grant.
Isabelle Blain, Vice-President
Research Grants and Scholarships
c.c.: Research Grant Officer, Business Officer
Canada
REVISED (February 2012)
TERMS AND CONDITIONS OF AWARD
Grant Summary
File: DNOPJ 385687 - 09
Project Title: Shear thickening fluids for ballistic protection applications
D.L. Frost, Mechanical Engineering, McGill
Partner(s):
Co-applicants: A.J. Higgins, Mechanical Engineering, McGill
Project Start Date: 2010/02/01 Project End Date: 2013/08/31
Report Due Date(s):
Amount of Award: Partner Contribution:
1/3
2/3
3/3
.,
$4-3,478
$2Q,87o

NSERC Program Officer
- Remy Chabot
2010/02/01
2011/09/01
2012/09/01
Research Partnerships Programs - -
Telephone: 613-995:..5667
Fax: 613-992-5337 '
E-mail: remy.chabot@nserc-crsng.gc.ca .
Collaborative Research Project Agreement
Amendment1
Between:
and:
and:
STEDFAST Inc., a corporation Incorporated by virtue
of the laws of the Province of Quebec, having Its business place at
230 St-charles Sud, Granby, QC, J2F 3Y3
hereinafter referred to as sTEDFASr,
H" Majesty The In Right Of Canada,
Acting through and represented by the Minister of the Department of
National Defence, Its headquarters at 101 Colonel By Drive,
Ottawa, Ontario, K1A 01<2, herein represented by DRDC Valcartier
hereinafter referred to as oRoc,
hereinafter jointly referred to as the coNTRIBUTING PARTIES .. i
and Individually as a coNTRIBUTING PARTY",
The Royal Institution for the Advancement of Leeming/MeGill
University, a corporation Incorporated by virtue of the laws
of the Province of Quebec, having Its busfnesa place 845
Sherbrooke St . . west, Montreal, Quebec, CANADA, H3A 2T5
hereinafter referred to as "McGill,
and INSTITUTION.
The INSTITUTION and the CONTRIBUTING PARTIES are Jointly referred to as the
11
PARTIES
11
and Individually as a .. PARTY".
PREAMBLE
WHEREAS, the PARTIES have agreed to work together on the Project described herein,
and to perform their respective obligations relating thereto In acCordance with the
provisions herein;
WHEREAS, McGill h8$ appHed for and been -a
Partnership Grant (reference ONOPJ-385687.()9) for a total amount
WHEREAS, McGill,. DRDC and
Collaborative ReSearch Project reQElRJirtg
(the "'rrginal CollabOrative Agreement");
Project Reference Number :
SRE-09-SO COL...Amendment 1
WHEREAS after the first year of the Project, withdrew from the Project and the
Original Collaborative Agreement was tennlnated as of February .3, 2011.
WHEREAS STEDFAST wishes to replace as a partner In the
agreed to contribute to liii!EP ect a h contrtbutlon In the amount of-an
of and a cash contribution to overhead of
for the an third Years of the ProJect (2011-2013).
to the Project a cash contribution In the amount of
year of the Project) and a cash
nhl.:.rr:ltttv overhead of year for the first 2 years of
the to Increase year of the Project (2012-
2013) the university overhead.
NOW. THEREFORE In consideration of the mutual covenants contained herein and for
other gooc;l and valuable conSideratfc)n, the receipt and sufficiency of which Is hereby
acknowledged, the PARTIES agree as follows:
1. ProJect Deftrlltlon
The INSTITUnON in collaboration with the CONTRIBUTING PARTIES agree to
perform the research project (hereinafter referred as the aProjecr') as described In
the attached Appendix 1 - NSERC Application for a DND/NSERC. Research
Partnership Grant entiUed u Shesr Thickening_ Fluids lor Ballistic Protection
Appllt:llflons (the "Grant Application").
2. Project Management
2.1 The Project will be carried out under the supervision of Professor David Frost from
the Oepartlnent of Mechanical Engineering, at McGill, who Is responsible for the
technical content of the Project (the Project Director").
2.2 With the exception of the facilities equipment and technology to be provided or
made available by the CQNTRIBUTING PARTIES, the INSTITUTION will provide
the facilities, equipment and human resources reasonably necessary to complete
the Project In accordance with this agreement and the Grant Application and use
the funds provided only for the Project In accordance with tl'\ls agreement and the
Grant Application.
2.3 Each PARTY will maintain an up to date list of all Its students, researchers, and
employees working on the Project; and
2.3.1 Each CONTRIBUTING PARTY will require their Representatives to
malntaJn their obligations as stipulated In their contracts of emptoyment or related
documents so that they extend to the respect of the terms of artiCles 8
Project Reference Number:
SRE-09-50 COL_Amendment 1
I
,
I
(Confidentiality), 9 (Publication) and 10 (Intellectual Property and Commercial
Exploitation) of the present Agreement.
2.3.2 The INSTITUTION will have Its Representatives sfgn the acknowledgement
assignment foUnd at the end of this agreement.
3. Bula payment .
3.1 liability to McGill under this agreement shall not exceed-
IJIWIIUOI1J'Ill' Of applicable taxes,
3.2 The foregoing amount shall be patd to McGill as follows: STEDFAST will Issue
payments to McGill within 6() days following the submission of Invoices by McGill
according to f()llowlng paYillent schedule :
(a)
(b)
signature ofthls Agreement;
1" September 2012,
STEDFAST's obligation to make these payments Is conditional upon the
contlnuGd support of the Project by NSERC.
3.3 The foregoing amount shall be paid to McGill as follOws: DRDC will Issue
payments to NSERC within 60 days following the submission of an Invoice by
NSERC according to the following payment schedule :
1 at January 2012,
NSERC will then send the DROC funds to McGill.
DRDC's obligation to make these payments Is conditional upon the continued
support of the Project by NSERC.
4. RAD Tax Credits
STEADFAST that the risks related to fiscal benefits, lncludlrig those that
depend on the . Interpretation of research activities and expenses by the
INSTfM'ION or by the CONTRIBUTING In the context of the Project
as actMtfes anc:t expenses . acceptable as scientific research and
experimental development as defined by federal and provincial tax laws, are the
sole responslbllty of STEADFAST.
The INSTITUTION offer no guarantees, whatsoever, that:
Project Reference Number :
SRE-09-SO CQL_Amendmeilt 1
a) activities executed In the context of the Project constitute scientific research and
experimental development as per the Income Tax Acts snd Income Tax
of Csnsds snd Quebec;
Project Reference Number :
SRB-09-50 COL_Amendmcnt 1
b) expenses Incurred by the INSTITUTION or the CONTRIBUTING PARTIES In the
context of the Project will be considered eligible scientific rese..-ch and
experimental development expenses as per the fnoome Tax Acts and Income
Tax Regulations of Canada and Quebec, or that they will be deemed
reasonable In the context of the aforementioned Jaws;
c) STEDFAST will be tax deducUons or tax credHs, related to the Project
activities, by either the Federal or Provfncfal govemments.
5. Equipment
All materials and equipment acquired by an INSTITUTION .In conjunction with the
Project remain the property of that INSTITUTION.
8. Publicity
No PARTY shall use the name of any of the other PARTIES, their Representatives
employees, officers or directors, In any publicity or advertising without the prior
written approval of an authorized representative of such other PARTY.
7. Effective Date and Period of Agreement
The effective date ("Effective Date, of the Agreement shall be the signature date
of the last PARTY to sign. This Agreement shall terminate on the earlier of
termination of the Project or the 31at.of August 2013, unlesseartler terminated by
the PARTIES In accordance with Article 11.
8 Confidentiality
8.1 Confidential lnfonnJUon means Information and materials whether related or
not to the Project that a PARTY (II[)Jscloslng Party") either discloses to another
PARTY (the Recipient") or makes available to the Recipient which: (I)
are labelled as "CCNFIDENTIAL" at the time of disclosure, or (II) If any
Confidential lnfomiaUOn Is provided verbally It will be designated as confidential
at the Ume of disclosure and reduced In written form within a reasonable delay,
but no tater than thirty (30) days following disclosure. Confidential Information
concemtng a PARTY's own lnteHectuat Property shal be considered Confidential
InformatiOn of that PARTY regardless of the source.
8.2 The PARTIES may disclose Confidential Information to each other to facilitate
work under this Agreement and wll not disclose any Confidential Information to
thl!d parties or use the Confidential Information other than for purposes of the
Project or the exercise of their tVrts In the results of the Project. Confidential
lnfonnatlon WID. only be disclosed to Representatives within the PARTIES who
Project Reference Number :
SR&09-SO COUmeudment 1
have a need-to-know" and are bound to the confidentiality provisions of this
Agreement .
8.3 . The Recipient shall have no obUgatfon under this Agreement with respect to
Conffdentlallnfonnatlon which :
(a) was known to the Recipient. as shown by prior written evidence, at the time
of receipt of Confidential Information and was not acquired by the Recipient,
Its Representatives, employees, directors, agents, consultants, advisers or
other third parties directly or Indirectly from the Disclosing Party.
(b) was generally available to the public prior to receipt of the Confidential
Information that becomes generally available to the public during the
term of this Agreement through no act or failure to act on the part of the
Recipient, Its Representatives employees, directors, agents, consultants,
advisers or other third. parties: or
(cl Is receJved from a third party (other than those acting on behalf of the
Recipient) having no obligations to the Disclosing Party to hold the
Confidential Information In confidence .
(d) Is required to be disclosed by court order or governmental law or regulation,
provided that Recipient gJves the Disclosing Party prompt notice of any such
requirement and with the Disclosing Party In attempting to llmlf such
disclosure.
(e) Is Independently developed by Recipient without reference to the Confidential
Information provided by the Disclosing Party as shown by prior written evidence.
8.4 The obligations hereunder shall be effective from the Effect1ve Date of the
present Agreement and shall survive for a period of three (3) years beyond the
termination of this Agreement
9 Publication
9.1 . The PARTIES recognize that It Is part of the INSTITUTION's function to
disseminate Information and to make It available for academic and scholarship
purposes. The INSTITUTION recognizes that disclosure of certain technical
Information may affect Its eommerclal value. The PAFrfiES further agree that
publication of the 188Uits shaft preferably be made jointly. The INSTITUTION shall
.be free to any results. related to the work to be performed under this
Agreement subjeCt to the following conditions:
. .
9.1.1 The PARTIES wll be fumlahed with copies of any INSTITUTION's
proposed publication or presentation to a third party relating to this Agreement at
Project Nmnber:
SRE-09-SO COL_Ameodment 1
least ninety (90) days In advance of disclosure. If a PARTY does not object In
wriUng, providing the reasons for Its obj8ctlon to such proposed disclosure within
thirty (30) days of Its receipt, INSTrM10N may disclose the Information, subject,
however, to the restrictions provided at Article 8 concerning the protection of

9.1.2 Where a PARTY objects to a proposed dlsctosure within thirty (30) days
because It eontalns that PARTY's Confldentiallnfonnatlon, th8 INSTITUTION shall
remove any of the PARTY's Confidential Information from the proposed disclosure
as required by that PARTY arid the .PARlY and INSTITUTION will negotiate In
good f81th. an acceptable version of the proposed disclosure within the original
ninety (90) day notice period.
9.1.3 Where a PARTY objects to a proposed disClosure within thirty (30) days
because It Intends to seek patent protection for any Foreground IntelleCtual
Property diSclosed therein, the 'INSTITUtiON shall delay the disclosure until such
application Is filed; such delay shall not exceed six (6) months from the date on
which the written objection to the proposed dlscl0$ure was received. The PARTY
and INSTITUTION shall make all reasonable effortS to ensure delays In disclosure.
do not prevent or unduly delay a student's graduation.
10 Intellectual Property
10.1
11
lntellectual PropertY' Includes any Idea, Improvement, Invention or discovery,
whether or not patented or patentable, any technical data, know-how or trade
secret, any design, any Computer Software or any work subject to copyright,
whether or not sueh design or copyright IS registered or registrable.
. . .
1 0.1.1 ''Background Intellectual Property" means any. Intellectual Property or
Inventions already owned or controlled by a PARTY or that are made, conceived
or by a PARTY outside of-the scope of this Agreement.
10.1.2 Computer Software
11
means computer programs, In either source or object
code, computer. program documentation recorded 'In any form or medium and
computer databases, InclUding any modification to such programs, documentation
and databa....ses.
. 10.1.3 Foreground lnteUectual Property" means any_ Intellectual Property
resulting from the Project under this Agreement
10.1.4 "Government Purposes" means any purposes which are covered by thfs
Agreement or other authorized Canadian Government objectives, Including, but
not Hmhed to, developing, manufacturing, producing or procuring products or
servtces.lncorporating or derived from the Foreground lnteRectual Property made
during the term of this Agreement The Parties acknowledges that Her Majesty the
Queen fn Right of Canada may wJsh to award contracts for Canadian Government
Project Rrlerence Numbu:
SRB-09-SO 1
. .
Purposes and that such contract awards may follow a competitive process. Her
Majesty The Queen In Right Of Canada may sub-license or otherwise disclose or
authorize the use of the. Foreground Intellectual Property made during the tenn of
this Agreement, to for such contracts, and to or othe(Wise
authorize the use of the Foreground lnteDectual Property made during the tenn of
this Agreement, by any contractor engaged by Her Majesty The Queen In Right Of
canada solily for the purpose of carrying out such a contract provided that the
Licensor requires the bidder or the contractor not to use or disclose any
Information related to the Intellectual Property made during the term
of this Agreement, except as may be necessary to bid for or to carry out that
contract
10.1.6 alnventlon means any new and useful art, process, methodology,
technique, machine, manufacture or composHion of matter, or any new and useful
Improvement of any art, process, methodology, technique, machine, manufacture
or compOsition of matter.
1 0.2 Background Property will remain the property of the PARTY that has
devtJioped lt. Background Intellectual Property may be required to perform mrk In
the course of the Project.
10.3 The CONTRIBUTING PARTIES represent that they have.the legal right to own or
control Foreground Intellectual Property Invented or created by their employees.
INSTITUTIONS' resea.rchers, students and employees shall assign their rights In
Foreground IntellectUal Property, to their respective INSTITUTION. ResearcJ:lers
who are involved In the Project and who are not regular full-time employees of a
PARTY, will asstgn their rights In Foreground Intellectual Property to their
respective PARTIES.
10.4 Ownership of Foreground Intellectual Property shall be commensurate with a.
PARTY's respect1v9 Inventive .contribution to Its development and determined In
good faith by the InVenting PARTIES.
1 0.6 DADe's Foreground Property shall be automatically assigned, at the
time of Its creation, to McGII.
10.6 .Any Foreground Intellectual Property shall disclosed In a timely manner In
writing to the offices within each PARTY. Each PARTY shall promptly
notify the other PARTIES of 8J1Y Foreground lntenectuai .Property conceived and/or
made during the Project.
10.7 Each PARlY hereby grants to each other PARTY a royalty-free, non-exclusive
license to use aA Foreground Intellectual Property and the results of the Project for
non-commercial teaching and research purpOse&. . .
10.8 STEDFAST and .McGill hereby grants to DRDC a perpetual, non-revocable,
Project Reference Number :
SR&09-50 COL_Amendment 1
royalty-free; non-exclusive Ucense to use all Foreground Intellectual Property for
Government Purposes as defined above.
10.9 If any'PARTV Is Interested In commerolally using and. exploiting any patents or
pa18nt applications or Computer' related to the Project for purposes
different than those presented at 10.8 and 10.9, the PARTIES agree to meet and
to negotiate In good faith the tenns and Conditions of a royalty-bearing license.
The PARTIES' share of the royafUes shall be based on the respective Inventive
contribution to Foregr()l:Jnd Intellectual PropertY development, not on the
ownership of said Foreground Intellectual Property. Should the Parties fall to
eonclude a license agreement within six (6) months following the disclosure of the
Foreground Intellectual Property or such longer period as mutually agreed to In
writing, the Party that owns the Foreground Intellectual Property will be free to
the commercialization of the Foregroood lritellectual Property Including but
not limited to the granting of exclusive rights to a third party
11 Tennlnatlon
11.1 The PARTIES may tennlnate this Agreement by mutual unanimous agreement.
11.2 The PARTIES may terminate this Agreement In the case of the death, departure or
physfQ41. disablement of the Project. Director If a replacement, acceptable to the
PARTIES, can not be found.
11.3 The PARTIES shall tennlnate this Agreement In the event that NSERC funding Is
dlscontfnued.for any reason. -
11.4 IF a PARTY commits any breach of or Is In default of any of the terms or
conditions of this Agreement, and fall$ to such or breach within
thirty (30) days after receipt of written notice thereof from the other PARTIES, The
remaining PARTIES may, without to any rights and remedies otherwise
provided by law, Immediately terminate the defautttng or breaching PARTY with
respect to.'thls Agreement by notice In writing to the defaulting or breaching
PARTY. _Default In the case of an lncl\ld&s the death, departure or -
physical disablement of that INSTITUTION'S Project lead researoher;
11.5 The PARTY shal receive payment for al reasonably performed In
connection with the Project .up to the date the notice was received and shalf be
reimbursed for the costa of al I'\OI'H:ancellable cOmmibnents, reasonably made
prtof to 1he date the notice was reCeived. 11le defaultltig PARTY shal detall1hese
outstanding QOSI8 ai1d commitments In writing. The remaining PARTIES shaD not
be responsl)le for payment of any commitment Incurred by the defaulting PARTY
or any work performed by the defaulting PARTY In connection with the ProJect If
they were Incurred after receipt of the i1otfce of tennination.
Project Refereace Number.:
SR.E-09-SO COL_Amendment 1
12 Indemnity
12.1 Each PARTY (the fndemnltof) hereby-agrees to Indemnify and hold harmless ttie
other PARTIES, their Representatives, other employees, officers and directors
representatives or agents (the against aU dainage, loss or
(Including reasonable attorneys' fees) caus8d _by, arising out of, or resulting from
any negligent act or omission of the Indemnitor In the performance of Its
obHgatlons under this Agreement.
12.2 No PARTY hereto shall be Hable to any other PAR"tV or any other person nor
entity for any special, Indirect, Incidental or consequential damages or for any loss
of profits or reputation directly or IndirectlY arising from any cause related to this
Agreement, except where due to the gross negligence orwtlful misconduct by any
PARTY, its Representatives, other employees, officers and directors,
representatives or agents.
12.3 Each PARTY (the
11
1ndemnltof) shall Indemnify and save the other PARTIES, their
Representatives, employees, .officers and directors, representatives and agents
. (the tndemnlfled
11
) harmless all damage, IQss or elq)&nse (Including
reasonable attorneys' fees) of any nature suffered by .Indemnitor In connection
with the use by the Indemnitor or Its affiliates, of any data or other research results
arising from the except where such claim Is related to the lndemnHied's
fault or negligence.
13 Warranty
13.1 All Background Intellectual Property Is provided on an aas ls
11
basis with no
waiTantles or conditions express or lmpUed, with respect therein.
AU Implied warranties of merchantability and fitness for a particular purpose are
expressly disclaimed and excluded.
13.2 The INSTITUTION make no warranties, express or Implied or statl$)ryt with
respect to ttl$ Project dellverabies Foreground Intellectual Property. The
INSTITUTION does not warrant that Project deliverable& are error free or that they
will meet CONTRU3UTING PARTIES' reqUirements or that the use of Project
results will not Infringe any patent ifghts or other proprietary rights of a third party.
All Impled warranties of and fitness for a particular purpose are
expressly and excluded. The INSTITUTION offe;& no warranty
concemlng pa.tentablllty Qf Foreground Intellectual Property, or non-Infringement,
merchantabllty or fttn8ss for parUcular purposes of any ensuing products.
Project Reference Numbec :
SRE-09-50 COL_.Amendment 1
14 Notices
Under this Agreement, the notiCes shall be sent by registered mall, retum receipt
requested or delivered by hand, retum receipt requested to the following address
of either party, unless changed by written notice.
STEDFAsr Inc .
230 St-Charles Sud
anmby<ac>
J2G 3V3, Canada
Title:
McGIH University
Office of Sponsored Research
Bual...a place: .
845 Sherbrooke St west, Floor

Attn:
Nanle : Suzanne OWen
. Title : Officer
1s Force majeure
Defence RAD Canada Valcartier,
2459 Ple-XI North Blvd.
Quebec,
G3J 1X5,CANADA
Attn:
Name : Farlda-Soulki
Title : Partnership agreements Advisor
Name: Simon. Ouellet
Title : Defence Sclentlflc
No PARTY to this Agreement shall be liable to any other PARTY for any faUure or
delay In performance caused by circUmstances beyotid Its control, Including but
- not limited to acts of God, fire, labour dlfflcuiUes or governmental actiQn.
18 MocllflcaUona
No. modlftcatlori of Agreement shall be binding unless agreed to In writing by
the duly authorised representatives of the PARTIES hereto.
17 Aeelgnment
No PARTY may assign this Agreement, in whole or In part, without the prfor written
cqnsent of the other PARTIES, such consent not to be unreasonably withheld.
Project Refereuce Number :
SRE-09-50 COL....Ameudment 1
I .
18 Dl8pute ReeoluUon
The PARTIES shaD make all reasonable- efforts to resolve any dispute or
concerning any matter arising hereunder through discussion and
consultatlorl.
19 Complete Agreement
This Agreement, l1s Appendices and any modifications thereto, shall constitute the
entire Agreement between the PARTIES and. supersedes prior agreements,
oral or written, concerning the subject matter hereof.
20 Survival of Articles
Articles 8 (Confidentiality), 9 . (Publication) and 10 (Intellectual Property and
Commerc1al Exploitation) shall survive the termlnatlor:t of this Agreement for any
reason ln addition to those articles survMng by operation of law.
21 Independent Contractor
The relationship of the PARTIES Is that of lndepJtndent contractors and nothing
herein shall be construed as creating any other relationship.
22 Signatures
ThJs Agreement may be executed In counterparts, each of which shall be deemed
an original and all of which tOgether shall constitute one and the same Instrument,
and signatures transmitted by facsimile or In a PDF file shaD be acceptable tO bind
each PARTY and shall not affect the validity of the Agreement In any way.
23 Govemlng Law.
This Agreement shall be governed and Interpreted In accordance with the laws of
ttl$ Province of without rsference to Its conflict of taws rules. It shall be
binding upon and Inure to the benefit of the PARTIES hereto, their successors and
pennltted asslgris.
24 Language
The PARTIES aCknowledge that they have reql:.lested are satisfied that the .
foregoing be drawn up In English.
l.8s parties recoooaissent qu'eUes ont conVenu que. cette pr6sente entente soft
en anglals et s'en d6clarent satisfaltes.
In witness whereof, the PARTIES hereto have signed this Contract,
Project Refezeoce Number:
SRB-09-50 COL_Amendment 1
Date: Ql NO'J
Agt 1450
Her M.-v The Queen In Right Of Canada
Date: 'S OCT Z ott
For the INsTITUTION
-n.e Royalln.tltutlon for the Advancement of
LeamlngiMcGIII University
I ,
Date:
Name: ------
Title: lniiNim Senior Director, Office of
Spon80I'8d ReeearCh
Project Refenmce Number:
SRB-09-SO COL...Amendment 1
.
AcknoWtedgement of the Project Director
I, the Project Director, having read this Agreement, hereby agree and undertake to
comply with and to act" In accordance with au -Its terms and conditions, to sign all
documents necesSary to rj.ve effect thereto and to. ensure that a1 M9(311rs participants In
the Project are lnfOnned of. their obligations under such terms and conditions. I hereby
assign all Intellectual generated by. me to McGill University,
excluding the QOpyrlght In any thesis or publications.
David L Frost
Project Director
Reference Number :
COL..,Amendment 1
Sept 12, 2011
Date
Acknowledgement of the Project Director
I, the Project Director, having re.ad this Agreement. hereby agree and undertake to
comply with and to act In accordance with an Its terms and to sign all
documents necessary to give effect thereto and to ensure that all McGIIr$ participants In
the Project are Informed of their obUgatlons. under such terms and conditions. 1 hereby
assign aU Foreground Intellectual Property generated by me to McGill University,
excllJ<ilng the copyright In any thesis or publications.
David L Frost
Project Director
( . .
Project Reference Number :
SRE-09-SO COL_Amendment 1
Date
For the CONTRIBUTING PARTIES
-STEDFAST Inc.
Signature:
Name:
Title:
Agl no. LMO 1450
Her MaJesty The Queen In Right Of Canada
Signature:
Name: Guy Vezina
Title: Director General
For the INSTITUTION
The Ftoyallnatltutlon for the Advancement of
University
Date:

Date:
Signature: l._ A .... k l 1 Jt' 'ts Date: o c - . 3 , h) ' 1
Name: Mary-Margaret lempa
Title: Interim Senior Director, Office of
Sponsored R_,.ch
Project Reference Number :
sRE-o9-so couOOctment 1
...
.
February 7, 2013
Dr. David Frost
The Royal Institution for the Advancement of Learning/McGill University
84S Sherbrooke SL West
Montr6al, Qu&ec. CANADA. H3A 2TS
. .
8ublcstz qpdment t2 to CoUaiJoratlon Alreement ''SRE-02-QSQ. Sheer 11alc:kenlg
Dplds for B!liJstlc Protedion Appllqdons/DNDNSEBC QNDpj38S87-09l"
Sir,
In Agreement with NSBRC and following budget reallocations within DRDC Valcartier and an
increase in scope to the work identified under subject collaboration agreement, we would like to
make the following amendments to Amendment I of the original agreement:
I. Please replace the following paragraph on page 2: . .
. "Wbereu DRJ)C has contributed to the Project a cash contribution in the amount o-
year for the first 2 years of the Project) and a cash contribution to university
year for the first 2 years of the wishes to
increase its year of the Project (2012-2013) to-including the
university overflead. :
With the following paragraph:
has to the Project a cash contribution in the amount of.
for first 2 years of the Project) and a cash contribution to universaty
year for the first 2 years of the wishes to
increase its for lhe final of the Project (2012-2013) to -including the
university overhead."
2. Please replace paragraph 3.3 on page 3 with Activities with the-following paragraph:
"The foregoing amount shall be paid to McGill as follows: DRDC will issue payments to NSERC
with 60 days following the submission of an invoice by according to the following
t .
NSERC WiH then send the DRDC funds to McGill.
DRDC's obUption to make these payments is conditiOnal upOn the continued support of the
Project" by NSERC. The justification for this amendment as well as the added tasks is included in
A. attached to this letter.
Page 1 of3
All the other terms and conditions of the original agreement signed by the parties on 12
Seprember 201 I remain unchanged.
This amendment will become effective on date of its last signature.
To confirm your acceptation of the said and amendment, would you please sign the
present letter in two (2) copies. keep one original for your record nnd send on original to the
attention of Mrs. Clumtalc Guillcuc. External Relations Service;
Do not hesitate to communicate with Mrs. Fnrida Souiki. Partnership Advisor. External Relations
.Service at4 i 8-8444-4000, ext. 4169 for any additional information, rcgnr(ling this amendment
and related Annex.
We hope that this is to your satisfaction.
Best regards,
FOR HER MAJESTY THE QUEEN IN RIG liT OF CANADA:
.
Dr. Guy Vezina, Director General
DRDC Valcarticl'
We confirm acceptomce of changes aforesaid.
List of distribution for the copy of the signed letter
NSERC- Chabot

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AnnexeA
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