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 advancing the Partner's novel design for a Magnetohydrodynamic (MHD) Electrical Generator. The new system allows for harvesting energy from natural space plasma environments such as the solar wind. The system promises to provide a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility will be 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 on 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 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

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PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing the providing Partner with NASA KSC services in support of Partner's novel design for a Magnetohydrodynamic activities when NASA KSC has determined that—(a) consistent with the National Space Policy of the United States (MHDJune 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, and (b) Electrical GeneratorNASA KSC will not 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 new system allows for harvesting energy from natural 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 plasma environments such as the solar wind. The system promises to provide activities, or that providing a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility service would interfere with NASA’s ongoing or projected launch operations will be used conclusive and not subject 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 on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma presentlegal 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. 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing developing a partnership that will include propulsion testing, engineering support, NASA SSC site services, etc., that will allow the Partner's novel design for a Magnetohydrodynamic (MHD) Electrical Generator. The new system allows for harvesting energy from natural space plasma environments such as the solar wind. The system promises government to provide a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility will be used to simulate the space environment assist in the laboratory with an emphasis on streaming plasma generation. Successful testing advancement of the Partner's MHD test articles commercialization of space through the working partnership of this agreement. Evolution Space, Inc. is requesting NASA’s assistance in these areas. Such rocket propulsion testing and support is consistent with NASA’s mission, and activities conducted under this arrangement will provide a proof of concept that is fundamental to scaling involve certain goods, services, facilities, and/or equipment not commercially available in the systems for use on spacecraft and on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma present. U.S. 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

PURPOSE AND IMPLEMENTATION. Bloom Energy has leased space in Building 543, for the laboratory and IT server room comprising of approximately 252 square feet of lab and server room, and use of land comprising of approximately 44,179 square feet. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing the Partner's novel design for a Magnetohydrodynamic (MHD) Electrical Generator. The new system allows for harvesting energy from natural space plasma environments such providing Demand Services to Bloom, as the solar wind. The system promises to provide a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility will be used to simulate the space environment described in the laboratory Enhanced Use Lease ARC-2023-0579, Section 3.1(B)(iv). NASA will provide the services under this Umbrella Agreement only to the extent that the provision of such services does not result in NASA competing with an emphasis on streaming plasma generationthe private sector. Successful testing This requirement is embodied in NASA Policy Directive 9080.1, NASA Advisory Implementing Instruction 1050.1, and the National Space Policy 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 on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma presentUnited States (June 28, 2010, as amended December 11, 2017). 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing enabling collaboration between NASA and The Port Authority of New York and New Jersey to support research related to the Partner's novel design 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 Magnetohydrodynamic (MHD) Electrical Generatorcontinuing 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 the express understanding of the Parties that no Commissioner, director, shareholder, 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 because of its or their execution or attempted execution. The new system allows for harvesting energy from natural space plasma environments such as Parties also acknowledge that the solar wind. The system promises Port Authority does not intend to provide a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility will be used NASA with any Proprietary Data or 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 on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma presentemploy 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. 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

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PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing NASA providing space system: operations services, subject matter expertise, analysis, testing, and/or flight data collection, for commercial spaceflight missions of the Partner's novel design for a Magnetohydrodynamic (MHD) Electrical Generator. The new 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 allows for harvesting energy from natural space plasma environments such as the solar windInternational Space Station (ISS). The system promises xxxxx://xxx.xxx.xxx/space/licenses/human_spaceflight/ . These activities are in keeping with National Space Policy 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 directing NASA to provide a means “Continue to grow partnerships with the commercial space sector to enable safe, reliable, and cost-effective transport of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFC's High Intensity Solar Environment Test (HISET) facility will be used crew and cargo to simulate the space environment destinations 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 low Earth and on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma presentcislunar 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. 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

PURPOSE AND IMPLEMENTATION. This Umbrella Agreement (hereinafter referred to as the "Agreement" or "Umbrella Agreement") shall be for the purpose of advancing 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 Partner's novel design for a Magnetohydrodynamic National Space Policy (MHD) Electrical GeneratorDecember 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 new system allows for harvesting energy from natural 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 plasma environments such as the solar wind. The system promises to provide activities, or that providing a means of generating electrical power for spacecraft systems without the use of photovoltaic (solar) arrays. MSFCservice would interfere with NASA's High Intensity Solar Environment Test (HISET) facility ongoing or projected launch operations will be used conclusive and not subject 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 on lunar surface habitats. This includes permanently shadowed regions where there is still a solar wind plasma presentlegal 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. 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.

Appears in 1 contract

Samples: Act Umbrella Agreement

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