Common use of PURPOSE AND IMPLEMENTATION Clause in Contracts

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner with services identified in Exhibit B, Reimbursable Support Services. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per the National Space Policy (December 9, 2020), and will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations. The Parties agree that any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, or compete with United States commercial space activities, or that providing a service would interfere with NASA's ongoing or projected launch operations will be conclusive and not subject to legal claim, judicial review, or other appeal. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner facilitating collaboration projects, technology development, and technology transfer between NASA and Paragon, focusing on the advancing of spacecraft structures and spacecraft systems for in-space and planetary surface operations. These joint research projects may also involve the performance of structural and dynamics testing of component and integrated systems under unique operational conditions. This partnership will draw on NASA's unique and relevant experience with services identified the design, development, and testing of integrated systems for use in Exhibit B, Reimbursable Support Servicesharsh environments. This partnership will also help enable NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per JSC to keep its unique facilities and resources utilized to the National Space Policy (December 9, 2020)maximum extent practicable, and will fully comply with help keep current structural testing skills and capabilities in place for the support of future NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operationsprograms. The Parties agree that any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, or compete with United States commercial space activities, or that providing a service would interfere activities envisioned under this Umbrella Agreement are in alignment with NASA's ongoing or projected launch Strategic Plan 2022, specifically Strategic Goal 2, "Extend Human Presence to the Moon and on towards Mars for Sustainable Long-Term Exploration, Development, and Utilization.” The planned joint research projects are expected to support safer and more efficient crew and cargo operations will be conclusive on the lunar surface, and not subject are also applicable to legal claim, judicial review, or other appealMars exploration. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "“Agreement" ” or "“Umbrella Agreement"”) shall be for the purpose of providing Partner with NASA KSC services identified in Exhibit B, Reimbursable Support Services. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services support of Partner's activities when NASA KSC has determined that that—(a) consistent with the National Space Policy of the United States (June 28, 2010), NASA Policy Directive 9080.1, and NASA Advisory Implementing Instruction 1050-1, providing such services will not preclude, discourage, or compete with United States commercial space activities per the National Space Policy (December 9, 2020)activities, and (b) NASA KSC will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1not provide the services under Commercial Space Launch Act (CSLA) authority. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations. NASA may provide services not specifically identified in the exhibit on reimbursable support services (Exhibit B). The Parties agree that any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, or compete with United States commercial space activities, or that providing a service would interfere with NASA's ’s ongoing or projected launch operations will be conclusive and not subject to legal claim, judicial review, or other appeal. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "“Annex"”) concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner with services identified in Exhibit B, Reimbursable Support Services. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per advancing the National Space Policy Partner's novel design for a Magnetohydrodynamic (December 9, 2020), and will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operationsMHD) Electrical Generator. The Parties agree that any determination by NASA that new system allows for harvesting energy from natural space plasma environments such as the solar wind. The system promises to provide a requested service is not available, that providing a service would preclude, discourage, or compete with United States commercial space activities, or that providing a service would interfere with NASAmeans of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's ongoing or projected launch operations High Intensity Solar Environment Test (HISET) facility will be conclusive used to simulate the space environment in the laboratory with an emphasis on streaming plasma generation. Successful testing of the Partner's MHD test articles will provide a proof of concept that is fundamental to scaling the systems for use on spacecraft and not subject to legal claim, judicial review, or other appealon lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma present. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Nevertheless, Annexes may include an additional sentence to Article 8.C. (titled "Liability"), in standard approved form, which shall be applicable solely to the activities conducted under such Annex. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "“Agreement" ” or "“Umbrella Agreement"”) shall be for the purpose of providing permitting NASA to perform biomedical research on samples provided by Partner with services identified in Exhibit B, Reimbursable Support Servicesto produce raw data and analyzed data. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per the National Space Policy (December 9, 2020)This is a reimbursable agreement, and Weill Medical College of Cornell University (WCM) will fully comply with provide reimbursement to the NASA Policy Directive 9080.1 JSC Human Health & Performance Laboratories for analytical testing on blood and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner urine samples from crews on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations. The Parties agree that any determination by NASA that a requested service private astronaut missions (XXX); this suite of testing is not availablecommercially available outside NASA. In addition, that providing a service would precludeNASA has unique knowledge, discourageexpertise, or compete with United States commercial space activities, or that providing a service would interfere with and processes which were developed during previous studies related to NASA astronaut missions. This expertise and special suite of testing will now be applied to samples related to PAMs. This activity will also further NASA's ongoing or projected launch operations will be conclusive and not subject ’s understanding of human adaptation to legal claim, judicial review, or other appealspaceflight for future exploration-class missions. The Parties shall execute one (1) Annex annex Agreement (hereinafter referred to as the "Annex"initial Annex 01) concurrently with this Umbrella Agreement. The Parties may execute subsequent annexes (the initial Annex, along with any subsequent annex, each referred to herein as an “Annex” or collectively as “Annexes”). Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This In the event there is an apparent conflict between this Agreement and an Annex, this Umbrella Agreement shall govern all Annexes executed hereunder; each Annex shall be incorporated in hereto, but no Annex shall amend this Umbrella Agreement. Nevertheless, Annexes may include an additional sentence to Article 8.C (titled “Liability”), in standard approved form, which shall be applicable solely to the activities conducted under such Annex. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner enabling collaboration between NASA and The Port Authority of New York and New Jersey to support research related to the initiation and integration of Urban Air Mobility (UAM) and Advanced Air Mobility (AAM) vehicles into highly complex urban environments for commercial operations. For the Port Authority, this is a continuing effort to best serve its business model and customer need. Nothing in this Agreement shall be construed to obligate the Port Authority to commit funds in furtherance of this agreement, which includes any adjoining annexes. Furthermore, the Port Authority enters into this Agreement with services identified in Exhibit Bthe express understanding of the Parties that no Commissioner, Reimbursable Support Services. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not precludedirector, discourageshareholder, officer, partner, member, agent or employee of the Port Authority, shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or of any supplement, modification or amendment to this Agreement or because of any breach thereof, or compete with United States commercial space activities per the National Space Policy (December 9, 2020), and will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments because of its or launch operationstheir execution or attempted execution. The Parties agree also acknowledge that the Port Authority does not intend to provide NASA with any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, Proprietary Data or compete with United States commercial space activities, or that providing a service would interfere with NASA's ongoing or projected launch operations will be conclusive and not subject to legal claim, judicial review, or other appealemploy Related Entities under this Agreement. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner NASA Xxxxxxx Space Flight Center (GSFC) to provide Space Communication and Navigation (SCaN) services to ULA for launch vehicle missions carrying commercial payloads. This reimbursable Umbrella Agreement is for the purpose of setting the terms and conditions with services identified in Exhibit B, Reimbursable Support Services. regard to the requested support from NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per by ULA to be provided by the National Space Policy (December 9, 2020), and will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make SCaN. The SCaN services available to Partner on an "as availablethe customer are comprised of the Advanced Communications Capabilities for Exploration and Science Systems (ACCESS) project and the Near Space Network (NSN). However, noninterference" basis with the Space Relay (SR) services is the only SCaN service identified currently by ULA. NASA and ULA agree to develop appropriate requirements and previous operational interface documentation that will define the operational and communications assets and interfaces necessary for ULA to meet its mission goals. Included in this documentation will be descriptions of the NASA commitments or launch operations. The Parties agree that any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, or compete with United States commercial space communications support required for pre-mission verification and validation activities, or that providing a service would interfere with NASA's ongoing or projected launch operations will be conclusive for example network compatibility, and not subject mission operational readiness tests, and the NASA assets required to legal claim, judicial review, or other appealprovide SR return services for the ULA missions. NASA reserves the right to assign SR assets. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella AgreementSAA. The Parties may execute subsequent Annexes under this Umbrella Agreement SAA consistent with the purpose and terms of this Umbrella AgreementSAA. This Umbrella Agreement SAA shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella AgreementSAA. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnelgoods, propertyservices, facilities or facilities equipment to be utilized under the task. This Umbrella Agreement SAA takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement SAA and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement SAA is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "“Agreement" ” or "“Umbrella Agreement"”) shall be for the purpose of NASA providing Partner space system: operations services, subject matter expertise, analysis, testing, and/or flight data collection, for commercial spaceflight missions of the Partner. Such missions may include human spaceflight but not involving any Government Astronaut personnel as defined in 51 U.S.C. Sec 50902(4), and not involving any NASA crewed space system such as the International Space Station (ISS). xxxxx://xxx.xxx.xxx/space/licenses/human_spaceflight/ . These activities are in keeping with services identified in Exhibit B, Reimbursable Support Services. NASA may provide similar services not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not preclude, discourage, or compete with United States commercial space activities per the National Space Policy (December 9, 2020)xxxxx://xxx.xxxxxxxxxxxxxxx.xxx/documents/2020/12/16/2020-27892/the- national-space-policy for “…encouraging and facilitating the continued growth of a domestic commercial space sector…”, and will fully comply directing NASA to “Continue to grow partnerships with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations. The Parties agree that any determination by NASA that a requested service is not available, that providing a service would preclude, discourage, or compete with United States the commercial space activitiessector to enable safe, or that providing a service would interfere with NASA's ongoing or projected launch operations will be conclusive reliable, and not subject cost-effective transport of crew and cargo to legal claim, judicial review, or other appealdestinations in low Earth and cislunar orbits,…”. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "“Annex"”) concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of providing Partner with services identified performing Wind Tunnel tests of a flight vehicle configuration in Exhibit Border to obtain aerodynamic performance data. As a leader in the US aerospace industry, Reimbursable Support ServicesLockheed Xxxxxx often has the need conduct tests in NASA wind tunnels. NASA may provide similar services This Umbrella Agreement provides a means for such tests to occur. The Umbrella Agreement is not specifically identified in Exhibit B on these same terms. NASA will only provide services when NASA KSC has determined that providing such services will not precludespecific to any particular test, discouragewind tunnel, or compete with United States commercial space activities per center. It is intended to be broadly applicable for future unrelated tests at various NASA centers. It is written as a reimbursable Space Act Agreement that may be used for testing at any of the National Space Policy NASA wind tunnels located at LaRC, ARC, or GRC. The proposed length of the Agreement is five (December 9, 2020), and will fully comply with NASA Policy Directive 9080.1 and NASA Advisory Implementing Instruction 1050-1. NASA KSC will make services available to Partner on an "as available, noninterference" basis with NASA requirements and previous NASA commitments or launch operations5) years. The Parties agree recognize that, with regard to any activities undertaken in furtherance of the purpose stated herein, it is the policy of NASA and of the United States Government to avoid competition with the private sector with regard to any activities conducted with a non-governmental entity on a reimbursable basis. Therefore, in accordance with NASA policy, the Parties acknowledge that any determination by responsibilities for which NASA shall be reimbursed under any Annex (as defined below) shall be limited to providing access to NASA unique goods, services and facilities that a requested service is are not available, that providing a service would preclude, discourage, or compete with United States otherwise available on the U.S. commercial space activities, or that providing a service would interfere with NASA's ongoing or projected launch operations will be conclusive and not subject to legal claim, judicial review, or other appealmarket from another source. The Parties shall execute one (1) Annex Agreement (hereinafter referred to as the "Annex") concurrently with this Umbrella Agreement. The Parties may execute subsequent Annexes under this Umbrella Agreement consistent with the purpose and terms of this Umbrella Agreement. This Umbrella Agreement shall govern all Annexes executed hereunder; no Annex shall amend this Umbrella Agreement. Each Annex will detail the specific purpose of the proposed activity, responsibilities, schedule and milestones, and any personnel, property, property or facilities to be utilized under the task. This Umbrella Agreement takes precedence over any Annexes. In the event of a conflict between the Umbrella Agreement and any Annex concerning the meaning of its provisions, and the rights, obligations and remedies of the Parties, the Umbrella Agreement is controlling.