Offer for Material Distribution for the Molten Salt Reactor Experiment Secondary Side Coolant Salt

Active

Contract Opportunity

1. KEY INFORMATION

Issuing Agency/Organization: Idaho National Laboratory on behalf of the Department of Energy, Office of Nuclear Energy

Notice of Offer for Material Distribution Date: August 28, 2025

Notice of Intent to Submit Deadline: September 15, 2025, at 1700 (5:00 PM) Mountain Daylight Time (MDT)

Application Deadline: September 30, 2025, at 1700 (5:00 PM) MDT

Selection Notification: Selections are anticipated to be announced within three months of the application deadline.

2. OVERVIEW

DOE seeks to facilitate the beneficial reuse of secondary coolant loop salt from the former Molten Salt Reactor Experiment (MSRE) at Oak Ridge National Laboratory (ORNL). The distribution of the salt for beneficial reuse to entities outside of the U.S. Department of Energy will accelerate the deployment of advanced reactors, in alignment with Executive Order 14299, Deploying Advanced Nuclear Reactor Technologies for National Security, and Executive Order 14302, Reinvigorating the Nuclear Industrial Base.

Battelle Energy Alliance, LLC (BEA) is the Management and Operating Contractor of the DOE’s Idaho National Laboratory (INL). INL is DOE’s lead laboratory for nuclear energy innovation and implements the national technical direction for the DOE. INL is executing this Offer for Material Distribution (hereby referred to as Offer) on behalf of DOE and invites applicants from industry and institutions of higher education, along with teaming entities, to take title and possession of secondary coolant loop salt. This salt may support any stage of a reactor life cycle, from concept through operations, and may include experiments, related testing, or direct use in a reactor.

3. BACKGROUND

The MSRE was a liquid-fuel molten salt reactor that operated from 1965 to 1969 at ORNL in Tennessee. The secondary coolant loop contained an unfueled salt composed of 7LiF-BeF2 (66—34 mol.%), commonly referred to as FLiBe salt. The secondary coolant loop FLiBe salt contains 99.99% enriched lithium-7 (7Li), which is a key benefit for nuclear environments and experiments where tritium production is problematic.

After 1969, the secondary coolant loop FLiBe salt was stored in a coolant drain tank cell. Between 1969 and 1999, the FLiBe salt was most likely exposed to a humid atmosphere at least once. In 1999, the MSRE FLiBe salt was re-melted and transferred to five storage vessels containing approximately 500 kg each for decommissioning activities at the MSRE location. In 2012, a partially full large storage vessel was separated into five smaller storage vessels, containing approximately 75 kg each. Since 2012, only two small storage vessels remain at ORNL after three small storage vessels were used for other purposes.

Figure 1: Representation of the available ~2200kg of FLiBe at ORNL from the MSRE.

The estimated 2200 kg of MSRE FLiBe salt at ORNL has not been fully characterized by the DOE but is assumed to contain impurities. Some details regarding the condition of the FLiBe can be found in a report located at DOE’s Office of Scientific and Technical Information (OSTI) link https://www.osti.gov/biblio/1169921 with particular attention drawn to Chapter 3 and Chapter 4. Additionally, an evaluation of the MSRE coolant salt composition circa 1970 is provided in ORNL-4658, Table 5.1, which is available in OSTI at https://www.osti.gov/biblio/4675946.

DOE intends to execute the Offer process to facilitate title and possession transfer of the FLiBe salt from DOE to a non-DOE entity (recipient). The capital and operating costs for activities required to assume title and possession of the FLiBe salt (e.g. transportation, testing, processing, storage, disposal, etc.) will be the responsibility of the applicant and will be negotiated along with terms and conditions of an appropriate agreement mechanism such as a Cooperative Research and Development Agreement (CRADA). (See Appendix A for CRADA standard terms and conditions and Appendix B for CRADA general description). The use of Strategic Partnership Project (SPP) agreements may also be considered to facilitate additional support for the FLiBe distribution. Technical, regulatory, and other support may be provided by DOE and DOE laboratories as requested by the applicant.

By accepting this property, any recipient agrees to hold DOE harmless for any and all damages to property or people that may arise out of or result from the use of this property, including damages to third parties. The material transfer must follow all applicable government property transfer requirements. Once accepted, this property becomes the property of the recipient, and DOE shall have no interest in or responsibility for this property.

4. ELIGIBILITY REQUIREMENTS

The following domestic entities are eligible to apply as possible recipients or sub-recipients to this Offer:

• Institutions of higher education


• For-profit organization


• Nonprofit organization


• State and local governmental entities


• Indian Tribes, as defined in Section 4 of the Indian Self-Determination and Education Assistance Act, 25 U.S.C. § 5304.

To qualify as a domestic entity, the entity must be organized, chartered, or incorporated (or otherwise formed) under the laws of a particular state or territory of the U.S. or under the laws of the U.S.; have majority domestic ownership and control; and have a physical place of business in the U.S.

Participation of the following entities is limited as follows:

• DOE Federally Funded Research and Development Centers[1] (FFRDCs) are ineligible to apply as an applicant or sub-applicant.


• Non-DOE FFRDCs are ineligible to participate as an applicant or sub-applicant.


• Federal agencies and instrumentalities (other than DOE) are ineligible to participate as an applicant or sub-applicant.

Applicants are expected to financially support the title and possession transfer process (e.g. packaging, storage, insurance, transportation, etc.), intended application of the FLiBe salt, and final disposal under any conditions including use and final form consistent with nuclear fuel. Applicants must demonstrate the financial commitments proposed in their applications if selected for award negotiations.

5. APPLICATION CONTENT REQUIREMENTS

Applications must be no more than 20 pages, including the cover page, table of contents and all citations, charts, graphs, maps, photos or other graphics. Applications must be submitted in Portable Document File (PDF) format.

Applicants must provide sufficient citations and references to justify the claims and approaches. However, DOE and reviewers are under no obligation to review cited sources.

Applicants must address and adhere to the following assumptions and constraints to be deemed responsive to this offer:

Liability:

1. Recipients must accept all liability for the FLiBe salt.


2. DOE will not analyze and/or quantify the impurities in the FLiBe salt stored at ORNL. See the Background section for references describing the general condition and composition.


3. The DOE intends to transfer title and possession with no future liability for the FLiBe salt or obligation to take it back, except if spent nuclear fuel (SNF) is generated under a Standard Contract for the Disposal of Spent Nuclear Fuel and/or High Level Radioactive Waste (“Standard Contract”) for reactors licensed by the Nuclear Regulatory Commission (NRC) or under a separate agreement for DOE authorized reactors.

NOTE: Under the Nuclear Waste Policy Act of 1982 (as amended) (NWPA), DOE will accept title to, transport and dispose of SNF and high level waste (HLW) from contract holders. DOE is not responsible for the disposal of coolants. Contract holders for salt-fueled reactors will be responsible for treating the irradiated salt into a form that is suitable for extended storage, transportation, and final disposal.

Schedule and Financial:

1. DOE intends to facilitate the title and possession transfer within approximately 12 months of selection with the appropriate documentation, reviews, and approvals.


2. DOE does not intend to provide funding for the transfer of the FLiBe. Any activities (e.g., transportation, testing, processing, storage, disposal) of the FLiBe salt must be self-funded by the applicant on a full-cost recovery basis.

Logistics:

1. Recipients must enter into an appropriate agreement, such as a CRADA and/or SPP, with INL to effectuate the transfer of the FLiBe salt from ORNL on an agreed schedule.


2. Recipients will comply with all applicable property transfer paperwork as directed by the issuing organization.


3. All activities related to the FLiBe salt (e.g. transportation, storage, disposal, etc.) must comply with environmental and safety laws and regulations. If selected, the recipient must obtain all necessary permits, licenses, and insurance.


4. Unforeseen regulatory changes that significantly impact a potential recipient of the FLiBe must be addressed by the selected applicant(s) at no cost to DOE. .


5. DOE may support the identification and/or documentation of hazards necessary for handling, transport, and transfer of title and possession.

Export control:

1. All work related to this Offer must be performed in the U.S. and comply with export-control laws and regulations.


2. Applicants will be subject to review per DOE P 485.1A, “Foreign Engagements with DOE National Laboratories.”

6. APPLICATION EVALUATION PROCESS

Applications that are determined to be eligible and address all assumptions and constraints (above) will be evaluated in accordance with this Offer.

6.1 COMPLIANCE REVIEW

Applications with the following characteristics will be deemed nonresponsive and will not be reviewed or considered:

• Applications that lack appropriate markings such as proprietary or business sensitive


• Applications requiring significant work to be performed outside of the United States


• Applications requiring DOE funding or liability to support transportation, storage, processing, or disposal of the FLiBe salt.

6.2 APPLICATION REVIEW

The following three primary evaluation criteria must be addressed in alignment with assumptions and constraints in the previous section. Below each primary evaluation criteria, is a list of strongly recommended items that are likely to be considered by reviewers.

1. Intended Application (45%):
   
   
   
   
   • Description of intended use of the FLiBe material includes benefits and challenges with a particular emphasis on uses that align with Executive Order 14299, Deploying Advanced Nuclear Reactor Technologies for National Security, and Executive Order 14302, Reinvigorating the Nuclear Industrial Base.
   
   
   • Description of intended use of the FLiBe salt for nuclear energy research, development, or demonstration purposes.
   
   
   • Demonstration by applicant(s) who demonstrate the likelihood of achieving an advanced operational reactor in the near-term (e.g. progress toward achieving an operating license by the NRC or DOE authorization) will be given priority.
   
   
   • Description, in detail, of the applicable regulations (e.g. DOE, NRC, export controls, etc.) for the application of the FLiBe salt (e.g. physical safeguards, cyber protection, etc.).
   
   
   • A schedule of the FLiBe salt application from procurement/acquisition to final disposal.
   
   
   
   


2. Implementation Plan (35%):
   
   
   
   • Provide a detailed schedule focusing on the transfer of the FLiBe salt.
   
   
   • Accurately address compliance with legal and regulatory frameworks with respect to transportation and handling.
   
   
   • Provide detailed cost estimates (including applicable quotes) to support the FLiBe salt transfer and storage.
   
   
   • Describe the applicant’s sources of financial support to support the title and possession transfer process (i.e., physical and logistical). Letters of financial commitment are preferred as supporting documents.
   
   
   • Describe the applicant’s key personnel and partnerships, management infrastructure, and facilities related to the transfer of the FLiBe where applicable.
   
   
   
   


3. Long-term Storage and/or Disposal Plan (20%):
   
   
   
   • Describe, in detail, the FLiBe salt final disposal plans for unirradiated and/or irradiated applications, such as a storage pending transfer to DOE under a standard contract for spent nuclear fuel, if applicable.
   
   
   • Address all laws and regulations with respect to disposal of the FLiBe salt.
   
   
   • Describe the applicant’s sources of financial support for disposal plans. Letters of financial commitment are preferred as supporting documents
   
   
   • Describe the applicant’s known key entities and partnership, management infrastructure and facilities for disposal of the FLiBe salt.
   
   
   
   

7. PROCESS

Responses to this offer will be considered as applications and will be evaluated by INL and DOE. DOE anticipates selection of at least one applicant under this Offer. Selection of one or more applicants to receive the FLiBe salt will rely on the assessments of qualified and responsive applications.

This Offer does not guarantee selection of an applicant to receive FLiBe salt for testing and use. INL will make a recommendation to DOE based on an evaluation of qualified applications. DOE expects to select at least one qualified applicant to be a recipient of the FLiBe salt. INL will communicate the results of the selection process to the applicants. Results are anticipated within three months from the application deadline.

8. SUBMISSION REQUIREMENTS AND DEADLINES

Interested applicants must provide contact information consisting of applicant organization name, a primary contact person’s name, telephone number, and email via email to the contact listed below by 5:00 PM MDT on Monday, September 15, 2025. Applications shall then be submitted via email to the contact listed below. Applications are due by 5:00 PM MDT on Tuesday, September 30, 2025. Applications must include sufficient written information confirming the responder’s qualifications and addressing each of the evaluation criteria listed above.

If you have questions, need additional information, or are submitting either information or an application, please contact AnnMarie Marshall at Ann.Marshall@inl.gov. Technical questions must be submitted in writing via email a minimum of 2 weeks prior to the closing of the offer to the contacts listed above. Responses to questions will be genericized and made available to all respondents via email.

9. PROPRIETARY Information

Because information received in response to this Offer may be business sensitive or proprietary to the responding party, respondents must mark information in their responses in accordance with requirements of 10 Code of Federal Regulations (CFR) 1004.11, “Handling information of a private business, foreign government, or an international organization” to help ensure such information is protected from public release to the extent permitted by law. DOE will not be held responsible for releases of proprietary or confidential information that is not submitted and marked in accordance with the above regulations.

10. EXPORT-CONTROL INFORMATION

Per 41 CFR 109, “Department of Energy Property Management Regulations,” and DOE G 580.1-1A, “Personal Property,” an Export Restriction Notice, or approved equivalent notice, shall be included in all transfers, sales, or other offerings of DOE personal property. An updated version of the Export Restriction Notice has been provided by the National Nuclear Security Administration (NNSA) general counsel to reflect current regulations. (See text below, as updated on May 22, 2025).

The use, disposition, export, and re-export of this property are subject to export control laws, regulations and directives that include but are not limited to: the Atomic Energy Act of 1954, as amended (42 USC § 2011 et seq.); the Arms Export Control Act (22 USC § 2751 et seq.); the Export Control Reform Act (50 USC 4801 et seq.); the Espionage Act (18 USC 792 et seq.); the Trading with the Enemy Act (50 USC 4301 et seq.); Assistance to Foreign Atomic Energy Activities (10 CFR Part 810); Export and Import of Nuclear Equipment and Material (10 CFR Part 110); International Traffic in Arms Regulations (22 CFR Parts 120 through 130); Export Administration Regulations (15 CFR Parts 730 through 774); Foreign Assets Control Regulations (31 CFR Parts 500 through 599); DOE Order 142.3B Chg. 1 , Unclassified Foreign National Access Program, March 2, 2022; DOE Order 550.1 Chg. 1, Official Travel, December 13, 2019; and DOE Guide 580.1-1A Chg. 1, Personal Property, December 8, 2021 which among other things, prohibit:

(1) The making of false statements and concealment of any material information regarding the use or disposition, export or re-export of the property; and

(2) Any use or disposition, export or re-export of the property which is not authorized in accordance with the provisions of this agreement.

11. DISCLAIMERS

A response to this Offer is voluntary. Any and all costs associated with the preparation and submission of information in response to this Offer for Material Distribution shall be the sole responsibility of the applicants. DOE may request additional information as a result of responses to this Offer.

APPENDIX A: CRADA Standard Terms and Conditions

STEVENSON-WYDLER (15 USC 3710a)

COOPERATIVE RESEARCH AND DEVELOPMENT

AGREEMENT (hereinafter CRADA) No. TBA

BETWEEN

Battelle Energy Alliance, LLC (BEA)

under its U.S. Department of Energy Contract

No. DE-AC07-05ID14517 (hereinafter Contractor)

AND

_______________________________

(hereinafter Participant),

both being hereinafter referred to singularly as “Party” and jointly as “Parties.”

ARTICLE I: DEFINITIONS

1. “Background Intellectual Property” means the Intellectual Property identified by the Parties in Annex B, Background Intellectual Property, which was in existence prior to or is first produced outside of this CRADA, except that in the case of inventions in those identified items, the inventions must have been conceived outside of this CRADA and not first actually reduced to practice under this CRADA to qualify as Background Intellectual Property.


2. “Contracting Officer” means the DOE employee administering the Contractor’s DOE contract.


3. “DOE” means the Department of Energy, an agency of the Federal Government.


4. “Generated Information” means information, including data, produced in the performance of this CRADA.


5. “Government” means the Federal Government of the United States of America and agencies thereof.


6. “Intellectual Property” means patents, trademarks, copyrights, mask works, Protected CRADA Information, and other forms of comparable property rights protected by Federal law and foreign counterparts, except trade secrets.


7. “Proprietary Information” means information, including data, which is developed at private expense outside of this CRADA, is marked as Proprietary Information, and embodies (i) trade secrets or (ii) commercial or financial information which is privileged or confidential under the Freedom of Information Act (5 U.S.C. 552 (b)(4)).


8. “Protected CRADA Information” means Generated Information which is marked as being Protected CRADA Information by a Party to this CRADA and which would have been Proprietary Information had it been obtained from a non-Federal entity.

1. “Subject Invention” means any invention of the Contractor or Participant conceived or first actually reduced to practice in the performance of work under this CRADA.

ARTICLE II: STATEMENT OF WORK, TERM, FUNDING AND COSTS

1. The Statement of Work dated XX/XX/XX is attached as Annex A.


2. Notices: The names, postal addresses, telephone and email addresses for the Parties are provided in the Statement of Work. Any communications required by this CRADA, if given by postage prepaid first class U.S. Mail or other verifiable means addressed to the Party to receive the communication, shall be deemed made as of the day of receipt of such communication by the addressee, or on the date given if by email. Address changes shall be made by written notice and shall be effective thereafter. All such communications, to be considered effective, shall include the number of this CRADA.


3. The effective date of this CRADA shall be the latter date of (1) the date on which it is signed by the last of the Parties or (2) the date on which it is approved by DOE. The work to be performed under this CRADA shall be completed within XX (XX) months/years from the effective date.


4. The Participant’s estimated contribution is $ , of which $ is fund-in to the Laboratory. The Government’s estimated contribution, which is provided through the Contractor’s contract with DOE, is $ , subject to available funding.

ARTICLE III: PERSONAL PROPERTY

All tangible personal property produced or acquired under this CRADA shall become the property of the Participant or the Government, depending upon whose funds were used to obtain it unless identified in the Statement of Work as being owned by the other Party.

Personal property shall be disposed of as directed by the owner at the owner’s expense. All jointly funded property shall be owned by the Government. The Participant shall maintain records of receipts, expenditures, and the disposition of all Government property in its custody related to the CRADA.

ARTICLE IV: DISCLAIMER

THE GOVERNMENT, THE PARTICIPANT, AND THE CONTRACTOR MAKE NO EXPRESS OR IMPLIED WARRANTY AS TO THE CONDITIONS OF THE RESEARCH OR ANY INTELLECTUAL PROPERTY, GENERATED INFORMATION, OR PRODUCT MADE OR DEVELOPED UNDER THIS CRADA, OR THE OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR RESULTING PRODUCT. NEITHER THE GOVERNMENT, THE PARTICIPANT, NOR THE CONTRACTOR SHALL BE LIABLE FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ATTRIBUTED TO SUCH RESEARCH OR RESULTING PRODUCT, INTELLECTUAL PROPERTY, GENERATED INFORMATION, OR PRODUCT MADE OR DEVELOPED UNDER THIS CRADA.

ARTICLE V: PRODUCT LIABILITY

Except for any liability resulting from any negligent acts, willful misconduct or omissions of the Contractor and the Government, the Participant indemnifies the Government and the Contractor for all damages, costs, and expenses, including attorney’s fees, arising from personal injury or property damage occurring as a result of the making, using, or selling of a product, process, or service by or on behalf of the Participant, its assignees, or licensees, which was derived from the work performed under this CRADA. In respect to this article, neither the Government nor the Contractor shall be considered assignees or licensees of the Participant, as a result of reserved Government and Contractor rights. The indemnity set forth in this paragraph shall apply only if the Participant shall have been informed as soon and as completely as practical by the Contractor and/or the Government of the action alleging such claim and shall have been given an opportunity, to the maximum extent afforded by applicable laws, rules, or regulations, to participate in and control its defense, and the Contractor and/or the Government shall have provided all reasonably available information and reasonable assistance requested by the Participant. No settlement for which the Participant would be responsible shall be made without the Participant’s consent unless required by final decree of a court of competent jurisdiction.

ARTICLE VI: RIGHTS IN SUBJECT INVENTIONS

Wherein DOE has granted the Participant and the Contractor the right to elect to retain title to their respective Subject Inventions, and wherein the Participant has the option to choose an exclusive license, for reasonable compensation, for a pre-negotiated field of use to the Contractor’s Subject Inventions, as outlined in Annex C, Option Agreement, to this Agreement,

1. Each Party shall have the first option to elect to retain title to any of its Subject Inventions and that election shall be made: (1) for the Participant, within 12 months of disclosure of the Subject Invention to DOE or (2) for the Contractor, within the time period specified in its prime contract for electing to retain title to Subject Inventions. However, such election shall occur not later than 60 days prior to the time when any statutory bar might foreclose filing of a U.S. Patent application. The electing Party has one year to file a patent application after such election unless any statutory bar exists. If a Party elects not to retain title to any of its Subject Inventions or fails to timely file a patent application, the other Party shall have the second option to elect to obtain title to such Subject Invention within the time period specified in paragraph B below.

1. The Parties agree to assign to DOE, as requested by DOE, the entire right, title and interest in any country to each Subject Invention where the Parties (1) do not elect pursuant to this article to retain/obtain such rights, or (2) elect to retain/obtain title to a Subject Invention but fail to have a patent application filed in that country on the Subject Invention or decide not to continue prosecution or not to pay any maintenance fees covering the Subject Invention. If DOE is granted a patent on Participant’s Subject Invention, the Participant may request a non-exclusive license and DOE will determine whether to grant such license pursuant to statutory authority.

1. The Parties acknowledge that the Government retains a nonexclusive, nontransferable, irrevocable, paid-up license to practice or to have practiced for or on behalf of the United States every Subject Invention under this CRADA throughout the world. The Parties agree to execute a Confirmatory License to affirm the Government’s retained license.

1. The Parties agree to disclose to each other each Subject Invention which may be patentable or otherwise protectable under U.S. patent law. The Parties agree that the Contractor and the Participant will disclose their respective Subject Inventions to DOE and each other within two (2) months after the inventor first discloses the Subject Invention in writing to the person(s) responsible for patent matters of the disclosing Party.

These disclosures should be in sufficiently complete technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, and operation of the Subject Invention. The disclosure shall also identify any known actual or potential statutory bars, e.g., printed publications describing the Subject Invention or the public use or “on sale” of the Subject Invention. The Parties further agree to disclose to each other any subsequently known actual or potential statutory bar that occurs for a Subject Invention disclosed but for which a patent application has not been filed. All Subject Invention disclosures shall be marked as confidential under 35 U.S.C. 205.

1. The Parties agree to include within the beginning of the specification of any U.S. patent applications and any patent issuing thereon (including non-U.S. patents) covering a Subject Invention, the following statement: “This invention was made under a CRADA (identify CRADA number) between (name the Participant) and Battelle Energy Alliance, LLC, operator of Idaho National Laboratory for the United States Department of Energy. The Government has certain rights in this invention.”

1. The Parties acknowledge that DOE has certain march-in rights to any Subject Inventions in accordance with 48 CFR 27.304-1(g) and 15 U.S.C. 3710a(b)(1)(B) and (C).

1. The Participant agrees to submit, for a period of five (5) years from the date of termination or completion of this CRADA and upon request of DOE, a nonproprietary report no more frequently than annually on efforts to utilize any Intellectual Property arising under the CRADA including information regarding compliance with U.S. Competitiveness provision of this CRADA.

ARTICLE VII: RIGHTS IN DATA

1. The Parties agree that they shall have no obligations of nondisclosure or limitations on their use of, and the Government shall have unlimited rights in, all Generated Information produced and information provided by the Parties under this CRADA, except for restrictions on data provided for in this Article or data disclosed in a Subject Invention disclosure being considered for Patent protection.


2. PROPRIETARY INFORMATION: Each Party agrees to not disclose Proprietary Information provided by the other Party to anyone other than the CRADA Participant, Contractor and its subcontractors (if any) performing work under this CRADA without written approval of the providing Party, except to Government employees who are subject to the statutory provisions against disclosure of confidential information set forth in the Trade Secrets Act (18 U.S.C. 1905). Government employees shall not be required to sign non-disclosure agreements due to the provisions of the above-cited statute.

If Proprietary Information is orally disclosed to a Party, it shall be identified as such, orally, at the time of disclosure and confirmed in a written summary thereof, appropriately marked by the disclosing Party, within thirty (30) days as being Proprietary Information.

All Proprietary Information shall be protected for a period of XX (XX) years from the effective date of this CRADA, unless such Proprietary Information becomes publicly known without the fault of the recipient, shall come into recipient’s possession without breach by the recipient of any of the obligations set forth herein, can be demonstrated by the recipient by written record that it is known prior to receipt from disclosing Party, is disclosed by operation of law, or is independently developed by recipient’s employees who did not have access to such Proprietary Information.

1. PROTECTED CRADA INFORMATION: Except where a Participant’s Federal funding agreement prohibits such protection, each Party may designate and mark as Protected CRADA Information any Generated Information produced by its employees, which meets the definition in Article I and, with the agreement of the other Party, so designate any Generated Information produced by the other Party’s employees which meets the definition in Article I. All such designated Protected CRADA Information shall be appropriately marked.

For a period of XX (XX) [not to exceed 5 years] from the date Protected CRADA Information is produced, the Parties agree not to further disclose such information and to use the same degree of care and discretion, but no less than reasonable care and discretion, to avoid disclosure, publication or dissemination of such information to a third party, as the Party employs for similar protection of its own information which it does not desire to disclose, publish, or disseminate except:

1. 
   
   
   
   1. as necessary to perform this CRADA;
   
   
   2. as published in a patent application or an issued patent before the protection period expires;
   
   
   3. as provided in Article X [REPORTS AND PUBLICATIONS];
   
   
   4. as requested by the DOE Contracting Officer to be provided to other DOE facilities for use only at those DOE facilities solely for Government use only with the same protection in place and marked accordingly.
   
   
   5. when a specific maximum time period for delaying the public release of data is authorized in the terms of a Government funding agreement used to fund this CRADA and that maximum period is shorter than the time period set forth in this Article for protecting Protected CRADA Information;
   
   
   6. to existing or potential licensees, affiliates, customers, or suppliers of the Parties in support of commercialization of the technology with the same protection in place. Disclosure of the Participant’s Protected CRADA Information under this subparagraph shall only be done with the Participant’s consent; or
   
   
   7. as mutually agreed to by the Parties in advance.
   
   
   
   

The obligations of this paragraph shall end sooner for any Protected CRADA Information which shall become publicly known without fault of either Party, shall come into a Party’s possession without breach by that Party of the obligations of paragraph above, or shall be independently developed by a Party’s employees who did not have access to the Protected CRADA Information. Federal Government employees who are subject to 18 USC 1905 may have access to Protected CRADA Information and shall not be required to sign non-disclosure agreements due to the provisions of the statute.

1. COPYRIGHT: The Parties may assert Copyright in any of their Generated Information. Assertion of Copyright generally means to enforce or give an indication of an intent or right to enforce such as by marking or securing Federal registration. Copyrights in co-authored works by employees of the Parties shall be held jointly, and use by either Party shall be without accounting.

For all Generated Information, the Government has for itself and others acting on its behalf, a royalty-free, nontransferable, nonexclusive, irrevocable worldwide copyright license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly and display publicly, by or on behalf of the Government, in all copyrightable works produced in the performance of this CRADA, subject to the restrictions this Article places on publication of Proprietary Information and Protected CRADA Information.

The Parties agree that no computer software will be created under this CRADA. If the scope of work changes to create computer software, then the CRADA will be amended accordingly.

The Parties agree to place Copyright and other notices, as appropriate for the protection of Copyright, in human-readable form onto all physical media, and in digitally encoded form in the header of machine-readable information recorded on such media such that the notice will appear in human-readable form when the digital data are off loaded or the data are accessed for display or printout.

ARTICLE VIII: U.S. COMPETITIVENESS

The Parties agree that a purpose of this CRADA is to provide substantial benefit to the U.S. economy.

1. In exchange for the benefits received under this CRADA, the Participant therefore agrees to the following:
   
   
   
   1. Products embodying Intellectual Property developed under this CRADA shall be substantially manufactured in the United States, and
   
   
   2. Processes, services, and improvements thereof which are covered by Intellectual Property developed under this CRADA shall be incorporated into the Participant’s manufacturing facilities in the United States either prior to or simultaneously with implementation outside the United States. Such processes, services, and improvements, when implemented outside the United States, shall not result in reduction of the use of the same processes, services, or improvements in the United States.
   
   
   
   


2. The Contractor agrees to a U.S. Industrial Competitiveness clause in accordance with its prime contract with respect to any licensing and assignments of its Intellectual Property arising from this CRADA, except that any licensing or assignment of its intellectual property rights to the Participant shall be in accordance with the terms of paragraph A of this Article.

ARTICLE IX: EXPORT CONTROL

THE PARTIES UNDERSTAND THAT MATERIALS AND INFORMATION RESULTING FROM THE PERFORMANCE OF THIS CRADA MAY BE SUBJECT TO EXPORT CONTROL LAWS AND THAT EACH PARTY IS RESPONSIBLE FOR ITS OWN COMPLIANCE WITH SUCH LAWS. EXPORT LICENSES OR OTHER AUTHORIZATIONS FROM THE U.S. GOVERNMENT MAY BE REQUIRED FOR THE EXPORT OF GOODS, TECHNICAL DATA OR SERVICES UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT EXPORT CONTROL REQUIREMENTS MAY CHANGE AND THAT THE EXPORT OF GOODS, TECHNICAL DATA OR SERVICES FROM THE U.S. WITHOUT AN EXPORT LICENSE OR OTHER APPROPRIATE GOVERNMENTAL AUTHORIZATION MAY RESULT IN CRIMINAL LIABILITY.

ARTICLE X: REPORTS AND PUBLICATIONS

1. The Parties agree to produce the following deliverables to DOE Office of Scientific and Technical Information (OSTI):
   
   
   
   1. an initial abstract suitable for public release at the time the CRADA is executed;
   
   
   2. a final report, upon completion or termination of this CRADA, to include a list of Subject Inventions; and
   
   
   3. other scientific and technical information in any format or medium that is produced as a result of this CRADA that is useful to the Government or the public as specified by and upon request from DOE no later than two (2) years from submission of the final report to OSTI.
   
   
   
   

The Parties acknowledge that the Contractor has the responsibility to timely provide the above information to OSTI. Furthermore, item (2) above should also be provided to the DOE field office.

1. The Parties agree to secure pre-publication review from each other wherein the non-publishing Party shall provide within 30 days any written objections to be considered by the publishing Party.


2. The Parties agree that neither will use the name of the other Party or its employees in any promotional activity, such as advertisements, with reference to any product or service resulting from this CRADA, without prior written approval of the other Party.

ARTICLE XI: FORCE MAJEURE

No failure or omission by the Contractor or the Participant in the performance of any obligation under this CRADA shall be deemed a breach of this CRADA or create any liability if the same shall arise from any cause or causes beyond the control of the Contractor or the Participant, including but not limited to the following, which, for the purpose of this CRADA, shall be regarded as beyond the control of the Party in question: Acts of God, acts or omissions of any government or agency thereof, compliance with requirements, rules, regulations, or orders of any governmental authority or any office, department, agency, or instrumentality thereof, fire, storm, flood, earthquake, accident, acts of the public enemy, war, rebellion, insurrection, riot, sabotage, invasion, quarantine, restriction, transportation embargoes, or failures or delays in transportation.

ARTICLE XII: DISPUTES

The Parties shall attempt to jointly resolve all disputes arising from this CRADA. In the event a dispute arises under this CRADA, the Participant is encouraged to contact Contractor’s Technology Partnerships Ombudsman in order to further resolve such dispute before pursuing third-party mediation or other remedies. If the Parties are unable to jointly resolve a dispute within 60 days, they agree to submit the dispute to a third-party mediation process that is mutually agreed upon by the Parties. To the extent that there is no applicable U.S. Federal law, this CRADA and performance thereunder shall be governed by the laws of the State of Idaho, without reference to that state’s conflict of laws provisions.

ARTICLE XIII: ENTIRE CRADA, MODIFICATIONS, ADMINISTRATION AND TERMINATION

1. This CRADA with its annexes contains the entire agreement between the Parties with respect to the subject matter hereof, and all prior representations or agreements relating hereto have been merged into this document and are thus superseded in totality by this CRADA.


2. Any agreement to materially change any terms or conditions of this CRADA or the annexes shall be valid only if the change is made in writing, executed by the Parties hereto, and approved by DOE.

1. The Contractor enters into this CRADA under the authority of its prime contract with DOE. The Contractor is authorized to and will administer this CRADA in all respects unless otherwise specifically provided for herein. Administration of this CRADA may be transferred from the Contractor to DOE or its designee with notice of such transfer to the Participant, and the Contractor shall have no further responsibilities except for the confidentiality, use and/or nondisclosure obligations of this CRADA.


2. This CRADA may be terminated by either Party upon sixty (60) days written notice to the other Party. If Article II provides for advance funding, this CRADA may also be terminated by the Contractor in the event of failure by the Participant to provide the necessary advance funding.

In the event of termination by either Party, each Party shall be responsible for its share of the costs incurred through the effective date of termination, as well as its share of the costs incurred after the effective date of termination, and which are related to the termination

ARTICLE XIV: FOREIGN-GOVERNMENT-SPONSORED TALENT RECRUITMENT PROGRAM (FGSTR) OR OTHER FOREIGN GOVERNMENT-SPONSORED OR AFFILIATED ACTIVITY (OFGSAA)

The Participant and all lower-tiers shall certify if any employee(s) or subcontractor employee(s) who are working under this CRADA either on-site at a DOE NNSA site/facility or in DOE/NNSA/contractor leased space are participating in a FGSTRP or OFGSAA as defined in Attachment 2 of DOE O 486.1A, which is available at https://www.directives.doe.gov/directives-documents/400-series/0486.1-BOrder-a. Countries that are identified as “Foreign Country of Risk” are People’s Republic of China, Russia, North Korea, and Iran and is subject to change upon DOE request.

1. Participant shall notify Contractor within five (5) business days of any personnel changes under this CRADA that result in any change to Participant’s certification under this requirement.

1. Failure to report pursuant to this requirement or falsification of any information required hereby may result in exercising contractual remedies in accordance with the terms of this CRADA.

1. Contractor reserves the right to remove any employee(s) participating in the FGSTRP or OFGSAA from performing any work under this CRADA from any facilities of the INL or from any other DOE/NNSA site/facility (including a DOE/NNSA contractor leased facility). To the extent the U.S. Department of Energy requires the Participant employee(s) participating in the FGSTRP or OFGSAA to be removed from performing any further work under this CRADA. The Participant shall do so unless such employee(s) agree to discontinue his/her/their participation in the FGSTRP or OFGSAA.

1. Participant agrees that it shall not submit any request for claim or request for equitable adjustment against Contractor as a result of direction under this subparagraph.

In witness whereof, the Parties have executed this Agreement.

BATTELLE ENERGY ALLIANCE, LLC: [PARTICIPANT]:

Name: Name:

Title: Title:

Date: Date:

Signature: Signature:

APPENDIX B: CRADA General Description

A Cooperative Research and Development Agreement (CRADA) is a written agreement between one or more federal laboratories and one or more non-federal parties under which the government, through its laboratories, provides personnel, facilities, equipment or other resources with or without reimbursement (but not funds to non-federal parties). The non-federal parties provide personnel, funds, services, facilities, equipment or other resources to conduct specific research or development efforts that are consistent with the mission of the laboratory.

“Contractor” means the DOE Facility Contractor/Laboratory Operator.

“Participant” means the non-federal party to the CRADA.

All CRADA negotiations are subject to U.S. Department of Energy (DOE) review and approval. DOE does not allow altering of the double-underlined text found in the terms and conditions.

Confidentiality: Information properly marked and provided by the Participant as “Proprietary Information” under the CRADA is generally to be treated by Battelle Energy Alliance, LLC, (BEA) as confidential, subject to the applicable terms and conditions. In addition, certain generated information produced during the performance of the CRADA may be marked as “Protected CRADA Information” if it would have been proprietary information had it had been produced by a non-federal entity. Protected CRADA Information can be subject to limited confidentiality for up to 5 years.

Liability and Indemnity: A CRADA generally includes a disclaimer of express or implied warranties as to conditions of research or any intellectual property, information or items generated thereby. It also typically includes provisions requiring a participant to indemnify the United States (U.S.) Government and BEA from costs related to personal injury or property damage that may result from the participant’s commercialization or use of a product, process or service resulting from research under the CRADA.

Intellectual Property: As a general rule, patentable inventions made solely by the Participant under the CRADA may be pursued and owned by the Participant if the Participant provides appropriate notification to DOE of its intent to elect title; likewise, patentable inventions made only by Contractor employees may be elected by BEA. Jointly invented patentable inventions may be elected by both Contractor and the Participant and then jointly owned by BEA and the Participant or assigned by one to the other in a manner consistent with BEA’s contract with DOE. CRADA Participants are given an option to negotiate up to an exclusive field-of-use license to inventions made under the CRADA for reasonable compensation. Though rarely used, DOE also retains “March-in Rights” to grant licenses to intellectual property in exceptional circumstances (health, safety, failure to comply with law, etc.) The US Government also retains a non-exclusive, irrevocable, paid-up license to all inventions resulting from the CRADA for governmental purposes.

[1] FFRDCs are public-private partnerships that conduct research for the U.S. government. A listing of FFRDCs can be found at http://www.nsf.gov/statistics/ffrdclist/.

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