Effective Date: January 11, 2021
Expiration Date: January 11, 2026
a. It is NASA's policy to utilize Reimbursable, Nonreimbursable, Funded, and Unfunded agreements with external partners, both U.S. and foreign; including an educational institution; public interest organization; commercial entity; individual; a Federal, state, or local governmental unit; a foreign governmental unit; or international organization, in order to meet wide- ranging NASA mission objectives. These agreements are defined in Attachment A.
b. It is also NASA's policy that all agreements entered into under this NPD comply with:
(1) Headquarters abstract review requirements, in accordance with the NAII 1050.3, NASA Partnerships Guide.
(2) Requirements of the NASA Transition Authorization Act of 2017, Pub. L. No. 115-10, § 841, regarding equitable access to NASA resources, competing exclusive partnership opportunities, public disclosure, and Congressional reporting for agreements entered into under Other Transaction Authority, 51 U.S.C. § 20113(e).
a. This NPD applies to any agreement regardless of the authority under which it is executed, except that it does not apply to arrangements concerning the out-grant or in-grant of NASA real property or interests in personal property, or other properties, that are governed by NPD 4200.1, Equipment Management Program, NPD 8800.14, Policy for Real Estate Management, and NPD 1387.1, NASA Exhibits Program.
b. This NPD does not apply to procurement contracts, which relate to procurement (contracting) activities that, by law, are different than Agreements, and are conducted consistent with procurement procedures in the Federal Acquisition Regulation (FAR), NASA FAR Supplement, 48 CFR chap. 18, and other Federal and Agency guidance. This NPD also does not apply to grants and cooperative agreements, which are assistance instruments conducted pursuant to 2 CFR 200, 2 CFR 1800, the NASA Grant and Cooperative Agreement Manual, and other Federal and Agency guidance.
c. This NPD applies to NASA Headquarters and NASA Centers, including Component Facilities, and Technical and Service Support Centers. This NPD also applies to the Jet Propulsion Laboratory, NASA's Federally Funded Research and Development Center, and to other contractors or parties to agreements only to the extent specified or referenced in the applicable contracts, grants, or agreements.
d. In this directive, 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.
e. In this directive, all document citations are assumed to be the latest version unless otherwise noted.
a. Stevenson-Wydler Technology Innovation Act of 1980, 15 U.S.C. § 3701.
b. Economy Act, 31 U.S.C. § 1535.
c. The National Aeronautics and Space Act, 51 U.S.C. § 20101 et seq.
d. Commercial Space Launch Act, 51 U.S.C. § 50913.
a. Limitations on Expending and Obligation Amounts, 31 U.S.C. § 1341.
b. NASA Transition Authorization Act of 2017, Pub. L. No. 115-10, § 841.
c. NPD 1000.5, Policy for NASA Acquisition.
d. NPR 9090.1, Partnership Agreements - Financial Requirements and Administration.
e. NAII 1050.1, Space Act Agreements Guide.
f. NAII 1050.3, NASA Partnerships Guide.
a. The Mission Directorate Associate Administrators, the Officials-in- Charge of Headquarters Offices, the Directors of NASA Centers, and the Director of the NASA Management Office (NMO), within their areas of jurisdiction, are responsible for the:
(1) Negotiation, execution (by means of signature), amendment, and termination of Reimbursable (except international agreements), Nonreimbursable (except international agreements), Funded and Unfunded agreements, and the selection of Agreement Managers. Responsibilities for international agreements are defined in paragraph 5.d herein.
(2) Use of the Partnership Agreement Maker (PAM) to initiate and review agreements to the maximum extent practicable and ensuring that the PAM system is used to store all domestic unclassified agreements.
(3) Include the provisions described in Attachment C in agreements and request deviations described in Attachment D, as necessary.
b. The Mission Directorate Associate Administrators (or appropriate functional sponsors) are additionally responsible for recommending if a funded agreement is the preferred approach for an activity based on the program purpose and objectives, and subject to further Agency review, consistent with NPD 1000.5 and NAII 1000.2, Pre-Acquisition Strategy Meeting Guide.
c. The NASA Agency Chief Financial Officer (CFO) and Agency Office of CFO are responsible for developing, updating, and issuing financial management policies and procedures consistent with Federal laws, regulations, and policies to ensure the Agency's fiscal integrity in recording and reporting agreements, in accordance with NPR 9090.1, Partnership Agreements - Financial Requirements and Administration.
d. The Associate Administrator for the Office of International and Interagency Relations (OIIR) is responsible for the review of all agreements with other U.S. Federal Agencies; the selection of Agreement Managers for international agreements; the negotiation, execution (conclusion, which may include signature and a separate entry-into-force process); amendment, and termination of international agreements; for the NASA-wide preliminary review of proposed classified Interagency agreements; for centralized tracking and coordination of classified interagency agreements; for the application of current policy for interagency and international agreements; and for storing all agreements within his/her jurisdiction, which includes international agreements and classified interagency agreements.
e. The Associate Administrator for the Mission Support Directorate is responsible for matters of the partnership approval process and procedures and application of current policy for domestic, non-interagency unclassified agreements.
f. As delegated by the Associate Administrator for the Mission Support Directorate, the Director of the Partnership Office in the Mission Support Directorate is responsible for coordinating the preliminary review of proposed unclassified agreement activities across NASA through the Headquarters abstract review process and for facilitating resolution of any issues or concerns arising from the process. The Director is also responsible for partnerships procedural guidance and training such as the NAII 1050.3 and the Agency's SATERN-based partnerships training modules. Further, the Partnership Office serves as the primary interface with the NASA partnerships community regarding questions or interpretation of partnership policy. Finally, the Director is responsible for managing the Agency's PAM system.
g. The NASA Office of General Counsel is responsible for reviewing all agreements entered into under this NPD to ensure compliance with applicable statutes, regulations, and policies. The NASA Office of General Counsel provides support to the Chief Financial Officer who is responsible for developing financial management policies; and to the Associate Administrator for OIIR, who is responsible for the negotiation, execution, amendment, and termination of international agreements. Prior to execution of a funded agreement, the NASA Office of General Counsel is responsible for preparing a decision memo documenting the Agency's determination that a funded agreement is the appropriate instrument to meet NASA's objectives, supporting the reviews required under NPD 1000.5, Policy for NASA Acquisition.
h. A Signing Official, as a NASA employee delegated in writing the responsibility to execute agreements for the Agency, is responsible for ensuring that the agreement meets the requirements in this NPD, including that it has been properly reviewed. The officials authorized, in paragraph 5.a and 5.d herein, to execute agreements may delegate the responsibility, in accordance with paragraph 6 herein, to one or more Signing Officials. For all agreements, the Signing Official is responsible for determining that the proposed contribution of NASA is fair and reasonable compared to NASA program risks, corresponding benefits to NASA, and the funding or resources to be contributed by the partner.
i. The Agreement Manager is responsible for collecting the information required to establish the parties' reasonable expectations during the agreement formation process, including mutually agreed-upon processing times for concluding the agreement; managing the drafting, review, and approval process of the agreement consistent with Agency requirements; and helping to ensure that the agreement meets the parties' established expectations. Each Agreement Manager may act as a facilitator, negotiator, or both. The Agreement Manager is responsible for identifying and ensuring timely involvement of the appropriate NASA offices in the review and approval process; complying with the Headquarters abstract review process requirements; and preparing an adequate review package for the Signing Official. For the Agency's recordkeeping requirements, the Agreement Manager is responsible for uploading all final, signed copies of domestic unclassified agreements under their jurisdiction into PAM. The Agreement Manager also plays a key role in agreement administration responsibilities and interfaces with a suite of subject matter experts representing both staff and technical organizations, with the focus on ensuring that every agreement is effectively utilized and strategically managed. For interagency agreements, the Agreement Manager will provide a copy of the executed agreement to the Associate Administrator for OIIR.
Permissible Delegation - The officials authorized in paragraphs 5a and 5d herein, to execute, amend, and terminate agreements, may delegate their responsibility as follows: for officials authorized in paragraph 5a. -- Nonreimbursable agreements (except international agreements), Unfunded agreements, and Reimbursable agreements (except international agreements), such officials may delegate the authority to execute, amend, and terminate to any NASA employee having management responsibility for projects or activities required to support the agreement objectives. For funded agreements, such officials may delegate the authority to execute, amend, and terminate to a NASA employee who is one level below the authorized official. Any such delegation of authority to execute, amend, and terminate agreements will be in writing and indicate the extent of the delegation. The Mission Directorate Associate Administrators, the Officials-in-Charge of Headquarters Offices, the Directors of NASA Centers, and the NMO Director, within their area of jurisdiction, may delegate responsibility for selecting Agreement Managers to any NASA employee. For officials authorized in paragraph 5d -- international agreements, the Associate Administrator for OIIR may establish with the Mission Directorate Associate Administrators, the Officials-in-Charge of Headquarters Offices, the Center Directors, and the NASA NMO Director those circumstances under which the designees at Headquarters or Centers, may appropriately execute, amend, and terminate international agreements.
a. NPD 1050.1I, Authority to Enter into Space Act Agreements, October 30, 2014.
b. NPD 1050.2, Authority to Enter into Cooperative Research and Development Agreements, September 12, 2013.
c. NAII 1050.2, Cooperative Research and Development Agreement CRADA) Program Information Package, June 24, 2014.
Funded agreements are agreements in which NASA transfers appropriated funds to a domestic partner to accomplish an Agency objective where there is no direct benefit to NASA. Funded agreements may be used when the Agency cannot accomplish its objectives through the use of a procurement contract, grant, or cooperative agreement, and only after full and open competition. The Agency bases its selection of its partners on the evaluation criteria developed for the competition, while seeking to maximize the value of the contributions provided by a partner, consistent with Pub. L. No. 115-10, § 841(b), in order to advance an Agency objective. Funded agreements are subject to the NPD 1000.5, Policy for NASA Acquisition, NAII 1000.1, Pre- Acquisition Strategy Meeting Guide, and NAII 1000.2, Acquisition Strategy Meeting Guide.
In-Grants are a nonpermanent transfer of real property rights to NASA by means of lease, easement, permit, license, or other agreement.
International agreements are Nonreimbursable agreements or Reimbursable agreements wherein the partner is a foreign entity. "Foreign entity" means a legal entity that is not established under a state or Federal law of the United States and includes a commercial or noncommercial entity or a foreign government or agency. Objectives of Aeronautical and Space Activities, 51 U.S.C. § 20102(d)(7), and International Cooperation, 51 U.S.C. § 20115, authorize NASA's international programs. The programs are conducted pursuant to agreements that establish a set of legally enforceable promises between NASA and the foreign entity and may include loans of U.S. Government property. International Nonreimbursable agreements are generally governed by international law, while International Reimbursable agreements are generally governed by U.S. Federal law. Regardless of the choice of governing law, however, NASA's performance of its responsibilities under any agreement is subject to applicable U.S laws. For agreements under international law, United States International Agreements, 1 U.S.C. § 112b, provides certain procedural requirements for International agreements with foreign governments or international organizations, when the International agreement is significant, as that term is described in the regulations implementing Coordination, Reporting and Publication of International Agreements, 22 CFR pt. 181. Such procedural requirements include review by other parts of the U.S. Government coordinated through the Department of State. Initiation, execution, and implementation of International agreements in compliance with the requirements of NPD 1360.2, Initiation and Development of International Cooperation in Space and Aeronautics Programs.
Nonreimbursable agreements involve NASA and another party in a mutually beneficial activity that furthers the Agency's objectives, wherein each party bears the cost of its participation, and there is no exchange of funds between them. Nonreimbursable agreements may not be used for barter arrangements, except under the authority of the International Space Station Intergovernmental Agreement (January 29, 1998).
Out-Grants are the non-permanent transfer of rights to NASA real property to others by means of a lease (or any other form of acceptable legal instrument that recognizes NASA as the landlord and the lessee as the tenant), permit, easement, right-of-way, license, SAA, and agreement; such as Memorandum of Understanding (MOU), Memorandum of Agreement (MOA), and concessionaire agreement.
Reimbursable Agreements are agreements in which the partner reimburses NASA in accordance with financial policy. NASA undertakes Reimbursable agreements when it has goods, services, facilities or equipment that are not being fully utilized to accomplish mission needs, which can be made available to others on a noninterference basis, consistent with the Agency's mission objectives. NASA may only provide access to such goods, services, facilities or equipment when they are not reasonably available from the U.S. commercial sector.
Signing Officials are NASA employees delegated the responsibility to execute agreements for the Agency.
Unfunded agreements are agreements in which the Agency provides goods, services, facilities, or equipment on a no-exchange-of-funds basis to a domestic partner to accomplish an Agency objective where there is no direct benefit to NASA. NASA will enter into Unfunded agreements only after full and open competition. The Agency bases its selection of its partners on the evaluation criteria developed for the competition, consistent with Pub. L. No. 115-10, § 841(b), in order to advance an Agency objective.
Waivers are written authorizations to depart from a specific directive requirement.
B.1 Case-Zablocki Act, 1 U.S.C. § 112b.
B.2 Federal Grant and Cooperative Agreements Act of 1977, Purposes, 31 U.S.C. § 6301, et seq.
B.3 Misuse of Agency Name and Initials, 51 U.S.C. § 20141.
B.4 Delegations and Designations, 14 CFR subpt. 1204.5.
B.5 NASA Seal, NASA Insignia, NASA Logotype, NASA Program Identifiers, NASA Flags, and the Agency's Unified Visual Communications System, 14 CFR subpt. 1221.1.
B.6 Patent Waiver Regulations, 14 CFR pt. 1245, subpt. 1.
B.7 Grants and Cooperative Agreements, 2 CFR pt. 1800.
B.8 Cooperative Agreements with Commercial Firms, 14 CFR pt. 1274.
B.9 Coordination, Reporting and Publication of International Agreements, 22 CFR pt. 181.
B.10 NASA FAR Supplement, Interagency Acquisitions, 48 CFR subpt. 1817.5.
B.11 NPD 1090.1, Challenges, Prize Competitions and Crowdsourcing Activities.
B.12 NPD 1360.2, Initiation and Development of International Cooperation in Space and Aeronautics Programs.
B.13 NPD 1370.1, Reimbursable Utilization of NASA Facilities by Foreign Entities and Foreign-Sponsored Research.
B.14 NPD 1387.1, NASA Exhibits Program.
B.15 NPD 2190.1, NASA Export Control Program.
B.16 NPD 4200.1, Equipment Management Program.
B.17 NPD 8800.14, Policy for Real Property Management.
B.18 NPD 8800.15, Real Estate Management Program.
B.19 NAII 1000.2, Acquisition Strategy Meeting Guide.
B.20 Other partnering authorities that the Agency may rely upon to provide goods, services, facilities, or equipment to a partner, to receive goods, services, facilities, or equipment from a partner, or to work with a partner on a no-exchange-of-funds basis, as determined by the Office of General Counsel or Office of Chief Counsel within their areas of jurisdiction.
C.1 Agreements entered into under this NPD are required to include provisions specifying the following:
C.2 The applicability of U.S. Federal law (unless relating to an Agreement under International law).
C.3 Purpose or scope of the planned activities.
C.4 Respective responsibilities of NASA and the partner based on "reasonable efforts." These responsibilities need to be stated with sufficient clarity to support sound management planning and efficient agreement administration.
(1) Schedule or performance milestones.
(2) Clearly defined financial commitments, including a statement that NASA's performance of the agreement is subject to the availability of appropriated funds consistent with Limitations on Expending and Obligating Amounts, 31 U.S.C. § 1341, and preparation of an estimated price report or cost report as defined in NPR 9090.1.
(3) Resource commitments providing that NASA's own usage of its goods, services, facilities, or equipment has priority over the usage planned in the agreement.
(4) Allocation of liability between NASA and the partner.
(5) Allocation of intellectual property rights implicated by, or created under, the agreement.
(6) Termination rights and obligations.
(7) A fixed expiration date.
D.1 A waiver is required for deviation from NASA's standard approach for advance payment:
Where a non-Federal party demonstrates a financial hardship or legal restriction prohibiting advance payments and is requesting that reimbursable work commence in advance of the receipt of funds by NASA, a waiver may be recommended by the project manager or other responsible official, and will be approved in accordance with the requirements of NPR 9090.1 before work under the Agreement may proceed. The waiver is retained as part of the official agreement record.
D.2 A waiver is required for deviation from NASA's standard approach for insurance protecting the Agency for high-risk activities:
Where the project manager has determined that insurance is not required for high-risk activities where there is a reasonable risk of significant damage to NASA property, or a reasonable risk of significant injury to third parties, and the work to be performed is primarily for the benefit of the partner, a written waiver of the insurance requirement may be recommended by the project manager or other responsible official, if reviewed by the Office of the General Counsel, and approved by the Signing Official. The signed waiver is retained as part of the official agreement record.
D.3 Approval is required for a decision by an initiating organization not to include a standard clause or change the wording of a standard clause in any agreement:
a. NASA will use standard clauses in each of its partnership agreements covering certain terms and conditions to maintain fairness and consistency regarding the initiation and execution of agreements, so that NASA works with its potential partners on substantially similar terms and conditions.
b. For all agreements, regardless of partner, where a standard clause is not used in an agreement, or the wording is proposed to be changed for a standard clause, the Agreement Manager will consult with the local Office of General Counsel to ensure consistency with Agency guidance.
D.4 For agreements with domestic non-Federal Government partners, an advance written approval is required from the Director of the NASA Partnership Office (or designee) when proposing to omit or modify any of the following standard clauses (when the clause would normally be applicable for the particular agreement):
(2) Priority of Use;
(3) Liability and Risk of Loss related clauses;
(4) Intellectual Property Rights related clauses;
(5) Release of General Information to the Public and Media;
(6). Use of NASA Name and Emblems;
(7) Compliance with Laws and Regulation;
(8) Right to Terminate related clauses; and
(9) Investigations of Mishaps and Close Calls.
This document does not bind the public, except as authorized by law or as incorporated into a contract. This document is uncontrolled when printed. Check the NASA Online Directives Information System (NODIS) Library to verify that this is the correct version before use: https://nodis3.gsfc.nasa.gov.