Reimbursable Space Act Agreement Between Lyndon B. Johnson Space Center .

Transcription

REIMBURSABLE SPACE ACT AGREEMENTBETWEENTHE NATIONAL AERONAUTICS AND SPACE ADMINISTRATIONLYNDON B. JOHNSON SPACE CENTER WHITE SANDS TEST FACILITYAND VIRGIN ORBIT, LLCFOR COMPOSITE OVER-WRAPPED PRESSURE VESSEL DAMAGE DETECTIONVISUAL INSPECTION TRAINING.ARTICLE 1. AUTHORITY AND PARTIESIn accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113(e)), thisAgreement is entered into by the National Aeronautics and Space Administration(NASA) Lyndon B. Johnson Space Center (JSC) White Sands Test Facility (WSTF),located at 12600 NASA Road, Las Cruces, NM 88012 (hereinafter referred to as "NASAJSC," "JSC," "NASA WSTF," "WSTF," or "NASA") and Virgin Orbit, LLC located at4022 Conant, Long Beach, CA 90808-1777 (hereinafter referred to as "Partner" or"VO"). NASA and Partner may be individually referred to as a "Party" and collectivelyreferred to as the "Parties."ARTICLE 2. PURPOSEThis Agreement shall be for the purpose of WSTF providing training which is notavailable in the commercial marketplace. NASA White Sands Test Facility (WSTF) hasthe unique capability in developing and testing spacecraft systems. This allows for theexperience and evaluation that is used to develop the training. Both VO and WSTF haveconfirmed the WSTF-specific course described below is not reasonably available in thecommercial marketplace.This specialized course in Composite Overwrap Pressure Vessel (COPV) damagedetection is approved by NASA Materials and Processing (M&P), NASA Engineeringand Safety Center (NESC), NASA Safety and Mission Assurance (S&MA), and RangeSafety to provide training in the field of visual inspection of COPV's. It is also designedto meet minimum training required in accepted industry standards. The COPV DamageDetection Course (DDC) is a unique capability since NASA WSTF produced the dataand developed the content of the DDC. The DDC provides training and education indetecting damage to the surface of COPVs hardware. Over the past decades, WSTF hasapplied state-of-art nondestructive evaluation (NDE), evaluated the damage testingresults and compared them to degradation in COPV performance. WSTF designed andbuilt the test facilities that produced the data used in the development of this training.WSTF also uses decades of field evaluations and is able to convey the implication of thevisual results. Students of the DDC learn to detect and identify visual damage on theouter composite surface of COPVs through lecture and hands-on-training. Thiscollection of various flight rated COPVs exist only at WSTF. There are no other sourcesteaching this course to meet industry standards.1 of 13SAA-RA-21-34796

ARTICLE 3. RESPONSIBILITIESNASA will use reasonable efforts to:1. Coordinate with VO to determine the dates, schedule and location. Class attendancewill be limited to 20 students.2. Provide instructor(s) to teach the course.3. Review, update and edit course curriculum.4. Provide course materials and coordinate shipping of training materials (course books,inspection articles, etc.) to the training facility.5. Provide Certificates of Completion to VO for all students who meet the qualificationsfor course completion.6. Enter all names of students who received "Certificates of Completion" for the COPVDDC course into the WSTF COPV DDC database.VO will use reasonable efforts to:1. Send WSTF a request to conduct COPV DDC training and provide funds prior the startof scheduled training date(s).2. Coordinate with WSTF to determine the dates, schedule and location of the trainingclasses. Travel costs may vary depending upon location. Travel for the WSSTFinstructors will be arranged and executed by NASA.3. Identify and reserve a location to conduct the training. Training location needs to meetrequirements described in the following responsibility.4. Provide secure training facilities that meet WSTF's requirements to be able to conducttraining. This includes tables, chairs and audio/video (A/V) equipment for presentations(in the form of PowerPoint). Adequate visual inspection lighting (50-candle watt (CW))will also be needed at the training facility/location. The training location will need to besecured a minimum of one-half day prior to scheduled training dates and extend throughthe evening of the last training day to allow for course preparation (unpacking andpacking) of training material.5. Training facility shall be secured in such a way that training material may be leftunattended after initial set-up and completion until course material pack-up.2 of 13SAA-RA-21-34796

6. Return/ship all inspection articles to WSTF within one week of course completion.Articles need to remain in a secure and controlled area until shipped.7. Administer and provide lists of class attendees one day prior to course start date,including nationality if non-U.S. citizens. .ARTICLE 4. SCHEDULE AND MILESTONESThe planned major milestones for the activities defined in the "Responsibilities" Articleare as follows:VO will send WSTF a request to conduct a COPV DDCWithin 4 weeks of agreedcourse. WSTF and VO will coordinate schedule date(s) and upon traininglocations for requested training. VO will send fundsWSTF will review and edit course curriculum and shipmaterials to VO.Within 1 week of scheduledtrainingVO will accept and secure the training articles and coursebooks in a controlled area.Upon receipt of articles andcourse books at training siteVO will provide for a secure training facility per WSTF'srequirements and will locate the training material to thetraining facility as required.½ day before and throughduration of the courseWSTF will ship training articles/course books and provideinstructor(s) and travel to agreed upon training location.Estimated charges include travel that will be executedthrough NASA.Per scheduled trainingVO will ship back to WSTF all course inspection trainingmaterial except student course books. Training materialneeds to remain is a secure and controlled location untilreturn shipmentWithin one week aftercourse completionWSTF will mail "Certificates of Completion" to VO POCas dictated by the training and enter appropriate attendeesname(s) into WSTF training database.Within 4 weeks of coursecompletionARTICLE 5. FINANCIAL OBLIGATIONSA. Partner agrees to reimburse NASA an estimated cost of 423,484.62 for NASA tocarry out its responsibilities under this Agreement.The Partner agrees to reimburse NASA an initial payment of 24,019.00. Subsequentadvance payments will be scheduled to ensure that funds are resident with NASA before3 of 13SAA-RA-21-34796

Federal Obligations are incurred in support of this Agreement. In no event will NASAtransfer any U.S. Government funds to Partner under this Agreement.B. Payment shall be payable to the National Aeronautics and Space Administrationthrough the NASA Shared Services Center (NSSC) (choose one form of payment):(1) U.S. Treasury FEDWIRE Deposit System, Federal Reserve Wire Network DepositSystem;(2) pay.gov at www.nssc.nasa.gov/customerservice (select "Pay NASA" from the QuickLinks to right) of the page) or https://paygov.nssc.nasa.gov/ and select "Johnson SpaceCenter" from the drop down and "Advances" from the Transaction Type drop down; or(3) check. A check should be payable to NASA and sent to:NASA Shared Services CenterFMD – Accounts Receivable For the Accounts of: JSC White Sands Test Facility; RAN3335Building 1111,Jerry Hlass Rd.,Stennis Space Center, MS 39529Payment by electronic transfer (#1 or #2, above), is strongly encouraged, and payment bycheck is to be used only if circumstances preclude the use of electronic transfer. Allpayments and other communications regarding this Agreement shall reference the Centername, title, date, and number of this Agreement.C. NASA will not provide services or incur costs beyond the existing payment.Although NASA has made a good faith effort to accurately estimate its costs, it isunderstood that NASA provides no assurance that the proposed effort under thisAgreement will be accomplished for the above estimated amount. Should the effort costmore than the estimate, Partner will be advised by NASA as soon as possible. Partnershall pay all costs incurred and has the option of canceling the remaining effort, orproviding additional funding in order to continue the proposed effort under the revisedestimate. Should this Agreement be terminated, or the effort completed at a cost less thanthe agreed-to estimated cost, NASA shall account for any unspent funds within one (1)year after completion of all effort under this Agreement, and promptly thereafter returnany unspent funds to Partner. Return of unspent funds will be processed via ElectronicFunds Transfer (EFT) in accordance with 31 C.F.R. Part 208 and, upon request byNASA, Partner agrees to complete the Automated Clearing House (ACH)Vendor/Miscellaneous Payment Enrollment Form (SF 3881).D. Notwithstanding any other provision of this Agreement, all activities under orpursuant to this Agreement are subject to the availability of funds, and no provision ofthis Agreement shall be interpreted to require obligation or payment of funds in violationof the Anti-Deficiency Act, (31 U.S.C. § 1341).4 of 13SAA-RA-21-34796

ARTICLE 6. PRIORITY OF USEAny schedule or milestone in this Agreement is estimated based upon the Parties' currentunderstanding of the projected availability of NASA goods, services, facilities, orequipment. In the event that NASA's projected availability changes, Partner shall begiven reasonable notice of that change, so that the schedule and milestones may beadjusted accordingly. The Parties agree that NASA's use of the goods, services, facilities,or equipment shall have priority over the use planned in this Agreement. Should aconflict arise, NASA in its sole discretion shall determine whether to exercise thatpriority. Likewise, should a conflict arise as between two or more non-NASA Partners,NASA, in its sole discretion, shall determine the priority as between those Partners. ThisAgreement does not obligate NASA to seek alternative government property or servicesunder the jurisdiction of NASA at other locations.ARTICLE 7. NONEXCLUSIVITYThis Agreement is not exclusive; accordingly, NASA may enter into similar agreementsfor the same or similar purpose with other private or public entities.ARTICLE 8. LIABILITY AND RISK OF LOSSA. Partner hereby waives any claims against NASA or one or more of its RelatedEntities for any injury to, or death of, Partner or one or more of its Related Entities, or fordamage to, or loss of, Partner's property or the property of its Related Entities, arisingfrom or related to activities conducted under this Agreement, whether such injury, death,damage, or loss arises through negligence or otherwise, except in the case of willfulmisconduct. For purposes of this Agreement, "Related Entities" shall mean contractorsand subcontractors of a Party at any tier; grantees, investigators, customers, and users of aParty at any tier and their contractors or subcontractor at any tier; or, employees of theParty or any of the foregoing.B. Partner further agrees to extend this unilateral waiver to its related entities byrequiring them, by contract or otherwise, to waive all claims against NASA and itsRelated Entities for injury, death, damage, or loss arising from or related to activitiesconducted under this Agreement. In the event the U.S. Government incurs any liabilitybased upon Partner's failure to provide for the waiver by Partner's Related Entities set outabove, Partner agrees to indemnify and hold the U.S. Government harmless against suchliability, including costs and expenses incurred by the U.S. Government in defendingagainst any suit or claim for liability by Partner's Related Entities.C. In the event U.S. Government property is damaged as a result of activities conductedunder this Agreement for the primary benefit of Partner, except in the case of wilfulmisconduct by NASA, Partner shall be solely responsible for the repair and restoration ofsuch property subject to NASA direction.5 of 13SAA-RA-21-34796

D. Notwithstanding the other provisions of this Article, the waiver of liability set forth inthis section shall not be applicable to:i. Claims between Partner and its own Related Entity or between its own RelatedEntities;ii. Claims made by a natural person, his/her estate, survivors, or anyone claiming by orthrough him/her (except when such person or entity is a Party to this Agreement or isotherwise bound by the terms of this waiver) for bodily injury to, or other impairment ofhealth of, or death of, such person;iii. Claims for damage caused by willful misconduct;iv. Intellectual property claims;v. Claims for damage resulting from a failure of Partner to extend the waiver of liabilityto its Related Entities, pursuant to paragraph B of this Article; orvi. Claims by Partner arising out of or relating to NASA's failure to perform itsobligations under this Agreement.ARTICLE 9. INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTSA. General1. "Related Entity" as used in this Data Rights Article means a contractor, subcontractor,grantee, or other entity having a legal relationship with NASA or Partner, that isassigned, tasked, or contracted to perform activities under this Agreement.2. "Data," means recorded information, regardless of form, the media on which it isrecorded, or the method of recording.3. "Proprietary Data," means Data embodying trade secrets developed at private expenseor commercial or financial information that is privileged or confidential, and that includesa restrictive notice, unless the Data is:a. known or available from other sources without restriction;b. known, possessed, or developed independently, and without reference to theProprietary Data;c. made available by the owners to others without restriction; ord. required by law or court order to be disclosed.4. Data exchanged under this Agreement is exchanged without restriction except asotherwise provided herein.5. Notwithstanding any restrictions provided in this Article, the Parties are not restrictedin the use, disclosure, or reproduction of Data provided under this Agreement that meetsone of the exceptions in 3. above. If a Party believes that any exceptions apply, it shallnotify the other Party before any unrestricted use, disclosure, or reproduction of the Data.6. The Parties will not exchange preexisting Proprietary Data under this Agreementunless authorized herein or in writing by the owner.7. If the Parties exchange Data having a notice that the Receiving Party deems isambiguous or unauthorized, the Receiving Party shall tell the Providing Party. If thenotice indicates a restriction, the Receiving Party shall protect the Data under this Articleunless otherwise directed in writing by the Providing Party.6 of 13SAA-RA-21-34796

8. The Data rights herein apply to the employees and Related Entities of Partner. Partnershall ensure that its employees and Related Entity employees know about and are boundby the obligations under this Article.9. Disclaimer of Liability: NASA is not restricted in, or liable for, the use, disclosure, orreproduction of Data without a restrictive notice or for Data Partner gives, or is requiredto give, the U.S. Government without restriction.B. Data First Produced by Partner Under this AgreementIf Data first produced by Partner or its Related Entities under this Agreement is given toNASA, and the Data is Proprietary Data, and it includes a restrictive notice, NASA willuse reasonable efforts to protect it. The Data will be disclosed and used (under suitableprotective conditions) only for U.S. Government purposes.C. Data First Produced by NASA Under this AgreementIf Partner requests that Data first produced by NASA under this Agreement be protected,and NASA determines it would be Proprietary Data if obtained from Partner, NASA willuse reasonable efforts to mark it with a restrictive notice and protect it for five years afterits development. During this restricted period the Data may be disclosed and used (undersuitable protective conditions) for U.S. Government purposes only, and thereafter for anypurpose. Partner must not disclose the Data without NASA's written approval during therestricted period. The restrictions placed on NASA do not apply to Data disclosing aNASA-owned invention for which patent protection is being considered.D. Publication of ResultsThe National Aeronautics and Space Act (51 U.S.C. § 20112) requires NASA to providefor the widest practicable and appropriate dissemination of information concerning itsactivities and the results thereof. As such, NASA may publish unclassified and nonProprietary Data resulting from work performed under this Agreement. The Parties willcoordinate publication of results allowing a reasonable time to review and comment.E. Data Disclosing an InventionIf the Parties exchange Data disclosing an invention for which patent protection is beingconsidered, and the furnishing Party identifies the Data as such when providing it to theReceiving Party, the Receiving Party shall withhold it from public disclosure for areasonable time (one (1) year unless otherwise agreed or the Data is restricted for alonger period herein).F. CopyrightData exchanged with a copyright notice and with no restrictive notice is presumed to bepublished. The following royalty-free licenses apply:7 of 13SAA-RA-21-34796

1. If indicated on the Data that it was produced outside of this Agreement, it may bereproduced, distributed, and used to prepare derivative works only for carrying out theReceiving Party's responsibilities under this Agreement.2. Data without the indication of F.1. is presumed to be first produced under thisAgreement. Except as otherwise provided in paragraph E. of this Article, and in theInventions and Patent Rights Article of this Agreement for protection of reportedinventions, the Data may be reproduced, distributed, and used to prepare derivative worksfor any purpose.G. Data Subject to Export ControlWhether or not marked, technical data subject to the export laws and regulations of theUnited States provided to Partner under this Agreement must not be given to foreignpersons or transmitted outside the United States without proper U.S. Governmentauthorization.ARTICLE 10. INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENTRIGHTSA. "Related Entity" as used in this Invention and Patent Rights Article means acontractor, subcontractor, grantee, or other entity having a legal relationship with NASAor Partner assigned, tasked, or contracted with to perform activities under thisAgreement.B. The invention and patent rights herein apply to employees and Related Entities ofPartner. Partner shall ensure that its employees and Related Entity employees know aboutand are bound by the obligations under this Article.C. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement.Therefore, title to inventions made (conceived or first actually reduced to practice) underthis Agreement remain with the respective inventing party(ies). No invention or patentrights are exchanged or granted under this Agreement. NASA and Partner will usereasonable efforts to report inventions made jointly by their employees (includingemployees of their Related Entities). The Parties will consult and agree on theresponsibilities and actions to establish and maintain patent protection for joint invention,and on the terms and conditions of any license or other rights exchanged or grantedbetween them.ARTICLE 11. USE OF NASA NAME AND NASA EMBLEMSA. NASA Name and InitialsPartner shall not use "National Aeronautics and Space Administration" or "NASA" in away that creates the impression that a product or service has the authorization, support,sponsorship, or endorsement of NASA, which does not, in fact, exist. Except for releasesunder the "Release of General Information to the Public and Media" Article, Partner must8 of 13SAA-RA-21-34796

submit any proposed public use of the NASA name or initials (including press releasesand all promotional and advertising use) to the NASA Associate Administrator for theOffice of Communications or designee ("NASA Communications") for review andapproval. Approval by NASA Office of Communications shall be based on applicablelaw and policy governing the use of the NASA name and initials.B. NASA EmblemsUse of NASA emblems (i.e., NASA Seal, NASA Insignia, NASA logotype, NASAProgram Identifiers, and the NASA Flag) is governed by 14 C.F.R. Part 1221. Partnermust submit any proposed use of the emblems to NASA Communications for review andapproval.ARTICLE 12. RELEASE OF GENERAL INFORMATION TO THE PUBLIC ANDMEDIANASA or Partner may, consistent with Federal law and this Agreement, release generalinformation regarding its own participation in this Agreement as desired.Pursuant to Section 841(d) of the NASA Transition Authorization Act of 2017, PublicLaw 115-10 (the "NTAA"), NASA is obligated to publicly disclose copies of allagreements conducted pursuant to NASA's 51 U.S.C. §20113(e) authority in a searchableformat on the NASA website within 60 days after the agreement is signed by the Parties.The Parties acknowledge that a copy of this Agreement will be disclosed, withoutredactions, in accordance with the NTAA.ARTICLE 13. DISCLAIMER OF WARRANTYGoods, services, facilities, or equipment provided by NASA under this Agreement areprovided "as is." NASA makes no express or implied warranty as to the condition of anysuch goods, services, facilities, or equipment, or as to the condition of any research orinformation generated under this Agreement, or as to any products made or developedunder or as a result of this Agreement including as a result of the use of informationgenerated hereunder, or as to the merchantability or fitness for a particular purpose ofsuch research, information, or resulting product, or that the goods, services, facilities orequipment provided will accomplish the intended results or are safe for any purposeincluding the intended purpose, or that any of the above will not interfere with privatelyowned rights of others. Neither the government nor its contractors shall be liable forspecial, consequential or incidental damages attributed to such equipment, facilities,technical information, or services provided under this Agreement or such research,information, or resulting products made or developed under or as a result of thisAgreement.9 of 13SAA-RA-21-34796

ARTICLE 14. DISCLAIMER OF ENDORSEMENTNASA does not endorse or sponsor any commercial product, service, or activity.NASA's participation in this Agreement or provision of goods, services, facilities orequipment under this Agreement does not constitute endorsement by NASA. Partneragrees that nothing in this Agreement will be construed to imply that NASA authorizes,supports, endorses, or sponsors any product or service of Partner resulting from activitiesconducted under this Agreement, regardless of the fact that such product or service mayemploy NASA-developed technology.ARTICLE 15. COMPLIANCE WITH LAWS AND REGULATIONSA. The Parties shall comply with all applicable laws and regulations including, but notlimited to, safety; security; export control; environmental; and suspension and debarmentlaws and regulations. Access by a Partner to NASA facilities or property, or to a NASAInformation Technology (IT) system or application, is contingent upon compliance withNASA security and safety policies and guidelines including, but not limited to, standardson badging, credentials, and facility and IT system/application access.B. With respect to any export control requirements:1. The Parties will comply with all U.S. export control laws and regulations, including theInternational Traffic in Arms Regulations (ITAR), 22 C.F.R. Parts 120 through 130, andthe Export Administration Regulations (EAR), 15 C.F.R. Parts 730 through 799, inperforming work under this Agreement or any Annex to this Agreement. In the absenceof available license exemptions or exceptions, the Partner shall be responsible forobtaining the appropriate licenses or other approvals, if required, for exports of hardware,technical data and software, or for the provision of technical assistance.2. The Partner shall be responsible for obtaining export licenses, if required, beforeutilizing foreign persons in the performance of work under this Agreement or any Annexunder this Agreement, including instances where the work is to be performed on-site atNASA and where the foreign person will have access to export-controlled technical dataor software.3. The Partner will be responsible for all regulatory record-keeping requirementsassociated with the use of licenses and license exemptions or exceptions.4. The Partner will be responsible for ensuring that the provisions of this Article apply toits Related Entities.C. With respect to suspension and debarment requirements:1. The Partner hereby certifies, to the best of its knowledge and belief, that it hascomplied, and shall comply, with 2 C.F.R. Part 180, Subpart C, as supplemented by 2C.F.R. Part 1880, Subpart C.10 of 13SAA-RA-21-34796

2. The Partner shall include language and requirements equivalent to those set forth insubparagraph C.1., above, in any lower-tier covered transaction entered into under thisAgreement.ARTICLE 16. TERM OF AGREEMENTThis Agreement becomes effective upon the date of the last signature below ("EffectiveDate") and shall remain in effect until the completion of all obligations of both Partieshereto, or five years from the Effective Date, whichever comes first.ARTICLE 17. RIGHT TO TERMINATEEither Party may unilaterally terminate this Agreement by providing thirty (30) calendardays written notice to the other Party. In the event of such termination, Partner will beobligated to reimburse NASA for all costs for which the Partner was responsible and thathave been incurred in support of this Agreement up to the date the termination notice isreceived by NASA. Where Partner terminates this Agreement, Partner will also beresponsible for termination costs.ARTICLE 18. CONTINUING OBLIGATIONSThe rights and obligations of the Parties that, by their nature, would continue beyond theexpiration or termination of this Agreement, e.g., "Liability and Risk of Loss","Intellectual Property Rights"-related clauses, and "Financial Obligations" shall survivesuch expiration or termination of this Agreement.ARTICLE 19. POINTS OF CONTACTThe following personnel are designated as the Points of Contact between the Parties inthe performance of this Agreement.Management Points of ContactNASA White Sands Test FacilityRobert CortMail Stop: 100:112A12600 NASA RoadLas Cruces, NM 88012Phone: 575.524.5771robert.m.cort@nasa.gov11 of 13Virgin Orbit, LLCJustin HollidayContracts Administrator4022 ConantLong Beach, CA 90808-1777Phone: 21-34796

Technical Points of ContactNASA White Sands Test FacilityTommy B. YoderAST-COPV Program ManagerMail Suite: WS-200: RF-11112600 NASA RoadLas Cruces, NM 88012Phone: 575.524.5790tommy.b.yoder@nasa.govVirgin Orbit, LLCAshley ChangLearning and Development Manager4022 ConantLong Beach, CA 90808-1777Phone: 949 690 8535ashley.chang@virginorbit.comARTICLE 20. DISPUTE RESOLUTIONExcept as otherwise provided in the Article entitled "Priority of Use," the Article entitled"Intellectual Property Rights – Invention and Patent Rights" (for those activities governedby 37 C.F.R. Part 404), and those situations where a pre-existing statutory or regulatorysystem exists (e.g., under the Freedom of Information Act, 5 U.S.C. § 552), all disputesconcerning questions of fact or law arising under this Agreement shall be referred by theclaimant in writing to the appropriate person identified in this Agreement as the "Pointsof Contact." The persons identified as the "Points of Contact" for NASA and the Partnerwill consult and attempt to resolve all issues arising from the implementation of thisAgreement. If they are unable to come to agreement on any issue, the dispute will bereferred to the signatories to this Agreement, or their designees, for joint resolution. Ifthe Parties remain unable to resolve the dispute, then the NASA signatory or that person'sdesignee, as applicable, will issue a written decision that will be the final agency decisionfor the purpose of judicial review. Nothing in this Article limits or prevents either Partyfrom pursuing any other right or remedy available by law upon the issuance of the finalagency decision.ARTICLE 21. INVESTIGATIONS OF MISHAPS AND CLOSE CALLSIn the case of a close call, mishap or mission failure, the Parties agree to provideassistance to each other in the conduct of any investigation. For all NASA mishaps orclose calls, Partner agrees to comply with NPR 8621.1, "NASA Procedural Requirementsfor Mishap and Close Call Reporting, Investigating, and Recordkeeping" and JohnsonSpace Center, White Sands Test Facility.ARTICLE 22. MODIFICATIONSAny modification to this Agreement shall be executed, in writing, and signed by anauthorized representative of NASA and the Partner.ARTICLE 23. ASSIGNMENTNeither this Agreement nor any interest arising under it will be assigned by the Partner orNASA without the express written consent of the officials executing, or successors, or12 of 13SAA-RA-21-34796

higher- level officials possessing original or delegated authority to execute thisAgreement.ARTICLE 24. APPLICABLE LAWU.S. Federal law governs this Agreement for all purposes, including, but not limited to,determining the validity of the Agreement, the meaning of its provisions, and the rights,obligations and remedies of the Parties.ARTICLE 25. INDEPENDENT RELATIONSHIPThis Agreement is not intended to constitute, create, give effect to or otherwise recognizea joint venture, partnership, or formal business organization, or agency agreement of anykind, and the rights and obligations of the Parties shall be only those expressl

1 of 13 saa-ra-21-34796 reimbursable space act agreement between the national aeronautics and space administration lyndon b. johnson space center white sands test facility and virgin orbit, llc for composite over-wrapped pressure vessel damage detection visual inspection training. article 1. authority and parties