Responsible Office: MA

Subject: Authority to Enter into Cooperative Research and Development Agreements (Revalidated)

NAII 1050-2 Cooperative Research and Development Agreement (CRADA) Program Information Package (MSWord Version)
NAII 1050-2 Cooperative Research and Development Agreement (CRADA) Program Information Package (PDF Version)

1. POLICY

a. It is NASA's policy to use Cooperative Research and Development Agreements (CRADAs), as appropriate, to transfer federally owned or originated technology to non-Federal entities and improve access to science and technology consistent with 15 U.S.C. § 3710a. CRADAs will comply with the 15 U.S.C. § 3710a as well as EO 12591, as amended by EO 12618, Presidential Memorandum, dated October 28, 2011, Accelerating Technology Transfer and Commercialization of Federal Research in Support of High- Growth Businesses, and Presidential Memorandum, dated February 18, 1983, Memorandum on Government Patent Policy. The goals of the 15 U.S.C. § 3710a and Executive policy are to ensure the full use of the results of the Nation's Federal investment in research and development and broaden the U.S. technology base by moving new knowledge into the development of new products and processes outside the U.S. Government.

b. This NASA Policy Document (NPD) provides authority for Center Directors to negotiate, execute, amend, and terminate domestic CRADAs when the activity does not benefit a foreign entity within their areas of jurisdiction. It does not address policies for CRADAs executed under authority remaining with the Administrator. Authority to enter into CRADAs with, or for the benefit of, foreign (non-U.S.) entities is not delegated to Center Directors and remains with the Administrator.

c. The 15 U.S.C. § 3710a and Executive policy authorize NASA, as a Federal laboratory, to enter into CRADAs for research and development consistent with NASA's mission. Use of a CRADA should be considered when the primary purpose of the activity is to ensure the full use of the results of NASA's investment in research and development outside the U.S. Government. NASA CRADAs advance the purpose of the 15 U.S.C. § 3710a by providing a Collaborating Party access to NASA goods, services, and facilities in a manner that is consistent with NASA mission requirements to support the transfer of NASA technology and commercial technology development.

d. Use of CRADAs is not mandatory. Centers may choose to support the goals of the 15 U.S.C. § 3710a through the use of a Space Act Agreement rather than a CRADA. The decision to use a CRADA or a Other Transaction Authority (OTA) Partnership Agreement will be determined by the Office of Chief Counsel, in consultation with the NASA designee supporting the activity, as to which approach most appropriately supports the goals of the proposed activity. Activities with, or for the benefit of, foreign entities will normally be conducted through OTA Partnership Agreements.

e. It is NASA policy to treat CRADAs as fully reimbursable agreements. Centers may waive costs under CRADAs consistent with NASA policy on reimbursable agreements, (NPR 9090.1) including the requirements for Center or Agency CFO review. Waivers of costs under CRADAs should only be considered where there is a clear and demonstrated NASA benefit. To the extent practicable, the benefit should be quantifiable so that its value can be reasonably estimated and compared with the amount of reimbursement to be waived. Centers may not provide funding to a non-Federal Collaborating Party. Appropriated funding may be provided to another Federal agency to support CRADA activities only in compliance with applicable law and policy.

f. CRADAs will comply with the following requirements:

(1) All CRADAs entered into pursuant to this NPD shall be done in accordance with the NAII 1050-2, including compliance with the preliminary abstract review process.

(2) CRADAs will include provisions specifying the following:

(a) Respective responsibilities of NASA and the Collaborating Party, with the standard of performance based on "reasonable efforts," that are stated with sufficient clarity to support preparation of Estimated Price Reports, sound management planning, and efficient CRADA administration. CRADAs may involve other Federal agencies; however, each CRADA will include at least one non-Federal Collaborating Party.

(b) Performance milestones.

(c) Clearly defined financial commitments, including a statement that NASA's performance of the CRADA is subject to the availability of appropriated funds and that no provision of the CRADA shall be interpreted to require obligation or payment of funds in violation of 15 U.S.C. § 3710a(b)(3)(A), or 31 U.S.C. § 1341.

(d) Resource commitments providing that NASA's use of its goods, services, and facilities will have priority over the usage planned in the CRADA.

(e) Allocation of liability between NASA and the Collaborating Party.

(f) Allocation of intellectual property rights implicated by or created under the CRADA consistent with the FTTA, including providing the Collaborating Party the option for an exclusive license for a pre- negotiated field of use for any invention made in whole or in part by a NASA employee under the CRADA or any pre-existing federally-owned invention directly within the scope of the CRADA for which NASA will retain a government purpose license.

(g) Termination rights and obligations.

(h) A fixed expiration date, as specified in the CRADA PIP.

(3) Small Business: NASA will give special consideration to small business firms, as defined in 15 U.S.C. § 632 and 13 C.F.R. Part 121 of the Small Business Administration.

(4) Preference for Domestic Manufacturing: NASA will give preference to arrangements in which the products embodying inventions made under a CRADA, or products produced through the use of such inventions, are manufactured substantially in the U.S.

(5) Ethics Compliance: NASA will comply with Conflicts of Interest Prohibitions and other Federal Ethics Requirements, including those required by the FTTA.

2. APPLICABILITY

a. This NPD is applicable to NASA Headquarters and NASA Centers, including Component Facilities and Technical and Service Support Centers.

b. In this directive, all mandatory actions (i.e., requirements) are denoted by statements containing the term "shall." The terms: "may" or "can" denote discretionary privilege or permission; "should" denotes a good practice and is recommended, but not required; "will" denotes expected outcome; and "are/is" denotes descriptive material.

c. In this directive, all document citations are assumed to be the latest version unless otherwise noted.

3. AUTHORITY

Federal Technology Transfer Act of 1986, 15 U.S.C. § 3710a.

4. APPLICABLE DOCUMENTS AND FORMS

a. Stevenson-Wydler Technology Innovation Act of 1980, 15 U.S.C. § 3701.

b. Anti-Deficiency Act, 31 U.S.C. § 1341.

c. Uniform Treatment of Federally Funded Inventions, Exec. Order No. 12618, 52 Fed. Reg. 48,661 (Dec. 22, 1987).

d. Facilitating Access to Science and Technology, Exec. Order No. 12591, 52 Fed. Reg. 13,414 (Apr. 10, 1987).

e. Accelerating Technology Transfer and Commercialization of Federal Research in Support of High-Growth Businesses, Presidential Memorandum (Oct. 28, 2011).

f. Memorandum on Government Patent Policy, Presidential Memorandum (Feb. 18, 1983).

g. Ethics Program Management, NPD 1900.3.

h. Reimbursable Agreements, NPR 9090.1.

i. CRADA Program Information Package, NASA Advisory Implementing Instruction (NAII) 1050-2.

5. RESPONSIBILITY

a. The Directors of NASA Centers, within their areas of jurisdiction, are responsible for:

(1) The negotiation, execution, amendment, and termination of CRADAs with domestic entities in which the activity would not benefit a foreign (non- U.S.) entity.

(a)The Directors of NASA Centers may not further delegate the execution authority delegated herein.

(2) Ensuring that each CRADA has been properly reviewed, consistent with this NPD, including compliance with the abstract review process.

(3) Selecting CRADA Managers.

(4) When NASA receives less than the full cost of its activities, determining that the Collaborating Party's contribution is fair and reasonable compared to the NASA resources to be committed, NASA program risks, and corresponding benefits to NASA.

(5) Making any requests to hire personnel in excess of current Full-Time Equivalent (FTE) limits or in conflict with Agency hiring authority through the Associate Administrator, Mission Support Directorate.

(6) Ensuring that the Partnership Agreement Maker (PAM) is used to store all CRADAs.

b. The Associate Administrator for International and Interagency Relations is responsible for reviewing all CRADAs involving other U.S. Federal agencies.

c. The NASA CFO is responsible for developing financial management policies and procedures consistent with Federal legislation, regulatory guidance, and NASA policy for reimbursable agreements.

d. Center CFOs are responsible for:

(1) Ensuring that Agency financial management policies and procedures are followed and incorporated into Center operating procedures.

(2) Reviewing and approving, in accordance with NPR 9090.1, all Estimated Price Reports for CRADAs within the authority of their respective Center Director.

e. The Center Chief Counsel is responsible for:

(1) Conferring with the NASA designee supporting the activity to determine whether use of a CRADA is appropriate.

(2) Reviewing all CRADAs entered into under this NPD within the authority of their respective Center Director to ensure compliance with applicable statutes, regulations, and policies.

(3) Performing the ethics review, in coordination with the Office of General Counsel, to the degree required by the NASA ethics program standards in NPD 1900.3, prior to the submission of the preliminary abstract.

f. The Associate Administrator for the Mission Support Directorate is responsible for:

(1) Coordinating the preliminary review of proposed CRADA activities across NASA through the preliminary abstract review process and for facilitating resolution of any issues or concerns arising from the process.

(2) Referring Center Director requests to hire personnel in excess of existing FTE limits or in conflict with Agency hiring authority, on a discretionary basis, to the Mission Support Council.

g. The Mission Support Council is responsible for reviewing and dispositioning a Center Director's request to hire personnel in excess of existing FTE limits or in conflict with Agency hiring authority, if recommended and referred to the Mission Support Council by the Associate Administrator, Mission Support Directorate.

h. Center Supply and Equipment Management Officers are responsible for reviewing and processing any personal property loans provided in the CRADA and within the authority of their respective Center Director.

i. CRADA Managers are responsible for:

(1) Collecting information required to establish reasonable expectations of the parties for concluding the CRADA formation process; managing the draft, review, and approval process of the CRADA; and facilitating the meeting of established expectations. Information required to establish reasonable expectations of the parties includes data necessary to define each party's responsibilities and to establish the terms and provisions of the CRADA, identify the necessary NASA resources, determine the viability of the business case, and establish mutually agreed-upon processing times for concluding the CRADA formation process. Each CRADA Manager may act as a facilitator, negotiator, or both.

(2) Identifying and ensuring timely involvement of the appropriate NASA offices in the review and approval process, including, but not limited to, the preliminary abstract review process, and, as appropriate, the Partnership Integration Council; maintaining a system for tracking and documenting each phase of the review; and preparing an adequate review package for the Center Director.

(3) Ensuring Agency recordkeeping requirements are met. CRADA Managers will upload a copy of the signed CRADA and supporting documents such as an EPR into PAM within ten (10) working days of the effective date of the CRADA.

6. DELEGATION OF AUTHORITY

None.

7. MEASUREMENT/VERIFICATION

Compliance will be measured through audits of adherence to the procedures and standards set forth in the Program Information Package (PIP).

8. CANCELLATION

None.

Charlie F. Bolden
Administrator

ATTACHMENT A: REFERENCES

A.1 Freedom of Information Act, 5 U.S.C. § 552.

A.2 Bribery, Graft, and Conflicts of Interest, 18 U.S.C. §§ 201-27.

A.3 The Chiles Act, 31 U.S.C. §§ 6303, 6305.

A.4 Bayh-Dole Act of 1980, 35 U.S.C. §§ 200-212.

A.5 Contracts, Leases, and Agreements, 51 U.S.C. § 20113(e).

A.6 Misuse of Agency Name and Initials, 51 U.S.C. § 20141.

A.7 Ethics Commitments by Executive Branch Personnel, EO 13490, 74 FR 4,669 (Jan. 21, 2009).

A.8 Delegation of Authority to Take Actions in Real Estate and Related Matters, 14 CFR. § 1204.501.

A.9 NASA Seal, NASA Insignia, NASA Logotype, NASA Program Identifiers, NASA Flags, and the Agency's Unified Visual Communications System, 14 CFR (subpt.) 1221.1.

A.10 Patent Waiver Regulations, 14 CFR Part 1245 subpt 1.

A.11 NPD 1050.1, Authority to Enter into Space Act Agreements.

A.12 NPD 1370.1, Reimbursable Utilization of NASA Facilities by Foreign Entities and Foreign-Sponsored Research.

A.13 NPD 2090.6, Authority To Enter Into License Agreements and Implementation of Licensing Authority.

A.14 NPD 2190.1, NASA Export Control Program.

A.15 NPD 4300.1, NASA Personal Property Disposal Policy.

A.16 NPR 2090.6, Authority To Enter Into License Agreements and Implementation of Licensing Authority.

A.17 NPR 2190.1, NASA Export Control Program.

A.18 NPR 4300.1, NASA Personal Property Disposal Procedural Requirements.

A.19 NPR 7500.1, NASA Technology Commercialization Process.

A.20 NPR 8800.15, Real Estate Management Program.

A.21 NPR 9090.1, Reimbursable Agreements.

A.22 NAII 1050-1, Space Act Agreements Guide, NASA Advisory Implementing Instruction.

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None.

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