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 enabling collaboration between NASA and Oak Ridge Associated Universities (ORAU) to support efforts to broaden access to and participation in STEM education and research opportunities for students traditionally underrepresented in STEM fields and underserved by federal government. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of the ORAU mission to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agencies. 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 enabling collaboration between performing Wind Tunnel tests of a flight vehicle configuration in order to obtain aerodynamic performance data. As a leader in the US aerospace industry, Lockheed Xxxxxx often has the need conduct tests in NASA wind tunnels. This Umbrella Agreement provides a means for such tests to occur. The Umbrella Agreement is not specific to any particular test, wind tunnel, or 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 NASA wind tunnels located at LaRC, ARC, or GRC. The proposed length of the Agreement is five (5) years. The Parties recognize that, with regard to any activities undertaken in furtherance of the purpose stated herein, it is the policy of NASA and Oak Ridge Associated Universities 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 responsibilities for which NASA shall be reimbursed under any Annex (ORAUas defined below) shall be limited to support efforts to broaden providing access to NASA unique goods, services and participation in STEM education and research opportunities for students traditionally underrepresented in STEM fields and underserved by federal government. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of facilities that are not otherwise available on the ORAU mission to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly U.S. commercial market from MSIs for internships in industry and in federal agenciesanother 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 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 The purpose of this Umbrella Agreement (hereinafter referred is to as continue the "Agreement" or "Umbrella Agreement") shall be partnership between NASA and Microsoft begun in 2018 to support Microsoft's efforts to create and implement innovative STEM educational activities and products around NASA missions for the purpose of enabling collaboration between NASA and Oak Ridge Associated Universities (ORAU) to support efforts to broaden access to and participation in advancing STEM education and research opportunities for students traditionally underrepresented in inspiring the next generation of STEM fields professionals. Microsoft works to xxxxxx a highly skilled and underserved by federal governmentdiverse workforce through engaging STEM education activities including coding activities, live STEM engagement events, student challenges and game-based learning, among others. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of Efforts under the ORAU mission to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this previous Space Act Agreement ORAU between Microsoft and NASA will engage expanded the reach of NASA STEM engagement efforts beyond what NASA could have achieved independently. For example, through Microsoft's Day of Data efforts, thousands of students worldwide participated in strategies to engage studentsthe Day of Data live event. Under the first Microsoft developed an ISS world in Minecraft which was downloaded free of charge over 4 million times. In another Annex, NASA will partnered with Microsoft Learn to support ORAU Microsoft's efforts in their effort to develop a series of professional development engaging upper high school and undergraduate students in coding, AI and machine learning. Microsoft Learn developed three learning modules to better prepare students for STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. around NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agenciescontent which was downloaded over 500,000 times. 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 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 enabling collaboration between NASA and Oak Ridge Associated Universities (ORAU) Partner to support efforts to broaden access to and participation in STEM education and research opportunities for students traditionally underrepresented in STEM fields and underserved by federal government. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions its Noggin educational subscription service product (MSIs“Noggin”) in high quality internships, fellowships and other experiences. As part its development of the ORAU mission content related to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules NASA-mission based aeronautics and aerospace-themed STEM learning experiences for young children and their families. Noggin is a research-based early learning mobile application and subscription service. Noggin content ranges from interactive games, videos, and e-books to better prepare students for STEM internshipslonger form video episodes featuring Paw Patrol, Peppa Pig, Blues Clues, and other highly popular characters. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute In response to the effort current coronavirus health crisis, Noggin recently released open access channels to provide content free of charge for low-income families through assistance in identifying high priority skillspartnerships with Head Start, technical review of resourcesFirst Book, and support with a coalition reaching some five million low- income families in the promotion US. Portions of the opportunity through learning experiences developed under this Agreement will be made publicly available to families by Partner on its extensive university owned and student networksoperated channels. Through this collaborationPartner, NASA and ORAU intend in its sole discretion, will decide which portions of the learning experiences will be made available to better prepare students particularly from MSIs for internships the public, as well as the specific means of distribution, as set forth in industry and in federal agenciesan Annex. The Parties shall execute one (1) initial 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 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 enabling collaboration between NASA and Oak Ridge Associated Universities the Aerospace Industries Association (ORAUAIA) to support AIA's efforts to inspire the next generation of aerospace and STEM professionals. AIA works to perpetuate a highly skilled and robust aerospace workforce through engaging education initiatives. NASA and AIA have shared interests in attracting diverse groups of students to STEM and building a capable and diverse future aerospace workforce. Through this Agreement, NASA will support AIA's efforts to create opportunities that broaden access to and student participation in STEM education aerospace and research opportunities for provide connections to NASA's Artemis program and other NASA missions. The first annex under this Umbrella will focus on supporting AIA's efforts to introduce elementary and middle school students from communities traditionally underrepresented in STEM fields to the field of rocketry through a pilot program developed for clubs and underserved by federal governmentsummer camps. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of the ORAU mission to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will Future annexes may focus on both technical and soft skills and be delivered through an online platform. NASA will contribute scaling up the program to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agenciesreach larger audiences. 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 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 enabling collaboration between collaborative aerospace research, development, and testing opportunities on various topics of mutual interest including, but not limited to, vehicle flight dynamics and control, flight vehicle design and manufacturing, advanced composite materials & polymers, aircraft and spacecraft structures, flow physics, development of engineering design tools, "seedling" ideas, STEM (Science, Technology, Engineering and Mathematics) challenge concepts, and modeling & simulation across the above areas. These collaborative activities will be performed at NASA LaRC and Oak Ridge Associated Universities (ORAU) to support efforts to broaden access to and participation in STEM education and research opportunities for students traditionally underrepresented in STEM fields and underserved by federal government. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As at NC State facilities as part of the ORAU mission to advance national priorities in science, health, normal course of research and education, ORAU coordinates providing participants with federal agencies advanced training in aeronautics/space systems research and development, workforce development, and student enrichment in Science, Technology, Engineering and Mathematics (STEM) while furthering NASA's research and development goals. Such collaborative learning opportunities shall be limited to provide students and faculty with access activities related to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort relevant to on developing institutional capacity for scientific research. Through this Agreement ORAU and shall not be used in lieu of NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will focus on both technical internship programs and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agenciesprocesses. 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 enabling collaboration between The purpose of this umbrella agreement is to continue NASA and Oak Ridge Associated Universities US Satellite Laboratory collaboration on the Endeavor Science Teaching Certificate Project (ORAUESTCP) and other innovative STEM engagement and STEM education activities. ESTCP provides educator professional development through a series of online, university level NASA­ themed STEM education courses that allow in-service teachers to support efforts earn a NASA STEM education leadership certificate from Teachers College, Columbia University. NASA subject matter experts are live, interactive guests for ESTCP courses. NASA education specialists consult with US Satellite Laboratory and help ensure the online courses remain current and align with NASA mission priorities. US Satellite Laboratory developed and administered ESTCP through a cooperative agreement with NASA between 2009 and 2013. When the term of the cooperative agreement ended, NASA and US Satellite Laboratory entered into a nonreimbursable Space Act Agreement in 2014 to broaden allow US Satellite Laboratory continued access to NASA subject matter experts and participation in STEM NASA education and research opportunities for students traditionally underrepresented in STEM fields and underserved by federal governmentspecialists. This relationship will continue through this umbrella agreement. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part Satellite Laboratory also collaborate on new activities to increase the impact of the ORAU mission partnership activities. For example, this umbrella will seek opportunities to advance national priorities increase participation in science, health, NASA STEM engagement among students from groups traditionally underrepresented and education, ORAU coordinates with federal agencies to provide students underserved in STEM and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agencieseducators who serve them. 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 enabling collaboration establishing a partnership between NASA GRC and Oak Ridge Associated Universities Cleveland Fed to provide activities to inspire and equip students —especially students from low-income communities and communities traditionally underrepresented in science, technology, engineering, and mathematics (ORAU"STEM") fields— as they pursue STEM careers in advancement of the U.S. national workforce development and educational goals. Preparing a robust, more diverse future STEM workforce is of mutual interest and benefit to support NASA GRC and Cleveland Fed and is aligned with the Parties' respective STEM-outreach efforts as well as federal STEM education objectives. As such, NASA GRC and Cleveland Fed will collaborate on mutually beneficial opportunities that increase diverse students' access to high-quality STEM experiences. The overarching goal of this partnership is to broaden access to the participation of low-income students and participation in STEM education and research opportunities for students from communities traditionally underrepresented in STEM fields and underserved by federal government. NASA and ORAU share a particular interest in engaging increase the number of students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of the ORAU mission to advance national priorities in science, health, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions as part of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for pursuing STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agenciesdegrees. 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 enabling collaboration between NASA GRC performing technical assessments, compatibility analysis, and Oak Ridge Associated Universities testing in NASA facilities of LASP's electric propulsion hardware (ORAUincluding the baselined Colorado Power Electronics (CPE) power processing unit (PPU). LASP's objective in this partnership is to support obtain NASA's subject matter expertise in electric propulsion for LASP's involvement in the Multi-Asteroid eXplorer ("MAX") mission. The Parties agree that work done under this Umbrella Agreement will not be used for capacity building efforts with the UAE, and UAE personnel will not be present during testing and other activities related to broaden access to and this collaboration. While NASA is not involved in the MAX mission, through its participation in STEM education this partnership with LASP, NASA GRC sustains its leadership role for advancing domestic electric propulsion technologies (i.e., the CPE PPU) and research opportunities for students traditionally underrepresented in STEM fields and underserved strengthening the U.S. industrial base by supporting post-SBIR commercialization activities by CPE. This partnership will benefit NASA, the federal government. NASA and ORAU share a particular interest in engaging students who attend US Department of Education designated Minority-Serving Institutions (MSIs) in high quality internships, fellowships and other experiences. As part of the ORAU mission to advance national priorities in science, healthindustry, and education, ORAU coordinates with federal agencies to provide students and faculty with access to research experiences. ORAU emphasizes engagement of Minority Serving Institutions in federal programs. OARU places a particular emphasis on working with Historically Black Colleges and Universities (HBCUs), Hispanic-Serving Institutions (HSIs) and Minority-Serving Institutions the public generally as part the results from this partnership will potentially support the demonstration of a larger effort to on developing institutional capacity for scientific research. Through this Agreement ORAU and NASA will engage in strategies to engage students. Under the first Annex, NASA will support ORAU in their effort to develop a series of professional development modules to better prepare students for STEM internships. Modules will focus on both technical and soft skills and be delivered through an online platform. NASA will contribute to the effort through assistance in identifying high priority skills, technical review of resources, and support with the promotion of the opportunity through its extensive university and student networks. Through this collaboration, NASA and ORAU intend to better prepare students particularly from MSIs for internships in industry and in federal agenciesnew propulsion capability. 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 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.