The objective of this CRADA is to develop, refine and assess new analytical methodology for predicting aeroelastic response and performance of advanced tiltrotor configurations.

This CRADA is primarily based on the sample Cooperative Research and Development Agreement, contained in U.S. Army Material Command Pamphlet 27-1. Except for editorial changes intended to improve style and clarity, the terms do not vary substantially from this CRADA. The most recent Department of Army (DA) guidance has been incorporated if deemed relevant.

The Army Research Laboratory’s Vehicle Technology Center, in connection with the Aeroelasticity Branch of the Structures and Materials Group, NASA Langley Research Center are involved in the design and analysis of advanced rotorcraft configurations, including those associated with tiltrotors. They have developed the Wing and Rotor Aeroelastic Testing System (WRATS), a one-fifth scale model based on the V-22 tiltrotor.

DAE/Polimi has developed a multi-body analysis program that models structures components such as rigid bodies, a comprehensive family of basic rigid and flexible joints and the flexible components such as generally anistropic fully non-linear beam elements.

The objective of this CRADA is to develop refine and assess new analytical methodology for predicting aeroelastic response and performance of advanced tiltrotor configurations.

A. Whereas, the Congress in enacting the Federal Technology Transfer Act of 1986, Public Law No. 99-502, 20 October 1986, as amended by the National Technology Transfer Advancement Act of 1995, Public Law 104-113, 7 March 1996, has found that Federal laboratories' developments should be made accessible to private industry, state and local Governments, and has declared that one of the purposes of that Act is to improve the economic, environmental and social well being of the United States by stimulating the utilization of Federally-funded technology developments by such parties; and

B. Whereas, the Federal Technology Transfer Act of 1986, as amended, among other technology transfer improvements has provided each Federal agency with the authority to permit the Director of Government-operated Federal laboratories to enter into Cooperative Research and Development Agreements (CRADAs) with Federal or non-Federal entities including private firms and organizations for the purpose of providing to collaborating parties personnel, services, property, facilities, equipment or other resources (EXCEPT FUNDS), or obtaining from collaborating parties personnel, services, property, facilities, equipment or other resources (INCLUDING FUNDS) toward the conduct of specified research and development efforts which may include the disposition of patent rights in the inventions which may result from such collaboration; and

C. Whereas, VTC has performed substantial research and development with respect to improved analytical and experimental design methodology of advanced rotorcraft configurations including those associated with tiltrotors; and

D. Whereas, VTC possesses certain advanced scientific skills, facilities, special equipment, information, and know-how pertaining to the Technology; and

E. Whereas, DAE/Polimi has experience in design testing and verification of multi-body analysis; and

F. Whereas, DAE/Polimi has developed a new and state-of-the-art multi-body analysis code for tiltrotor applications; and

G. Whereas, VTC views its collaboration with DAE/Polimi to further develop and apply the Technology and the commitment of the parties to undertake its plan to be in the furtherance of the public interest.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

Article 1. Definitions

As used in this CRADA, the following terms shall have the following meanings and such meanings should be equally applicable to both the singular and plural forms of the terms defined:

1.1 "CRADA" mean this Cooperative Research and Development Agreement (CRADA).

1.2 "Invention" means any invention or discovery which is or may be patentable under Title 35 of the United States Code or any novel variety of plant which is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 7321 et seq.).

1.3 "Made" in relation to any invention means the conception or first actual reduction to practice of such invention.

private expense or which is confidential technical business or financial information provided that

such information:

(i) Is not generally known or available from other sources without obligations concerning its confidentiality:

(ii) Has not been made available by the owners to others without obligation concerning its confidentiality; and

(iii) Is not already available to the Government without obligation concerning its confidentiality.

1.5 "Subject Data" means all recorded information first produced in the performance of this CRADA.

1.6 "Subject Invention" means any invention conceived or first actually reduced to practice in the performance of this CRADA.

1.7 "Practical Application" means to manufacture in the case of a composition or product, to practice in the case of a process or method, or to operate in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are to the extent permitted by law or government regulation available to the public on reasonable terms.

8. "Background inventions" mean inventions other than subject inventions.

1.9 "Computer software" or "software" means computer programs, source code, source code listings, object code listings, designs, details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer databases or computer software documentation.

1.10 "Government" means the United States of America and the agencies thereof.

1.11 "Government purpose" means any activity in which the Government is a party, including cooperative agreements with international or multinational defense organizations or sales or transfers by the Government to foreign governments or international organizations, and competitive procurements. Government purpose does not include commercial purposes

1.12 "Party" or "parties" refers to the Federal Laboratory and the Collaborating Party (in singular or plural usage as indicated by the context).

1.13 "Technical data" means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation and databases). The term does not include computer software or data incidental to the administration of this Agreement, such as financial or management information.

Article 2. Cooperative Research

2.1 Statement of Work. Cooperative research performed under this CRADA shall be performed in accordance with the Statement of Work (SOW) attached hereto as Appendix A. The parties agree to participate in the cooperative research and to utilize such personnel, equipment, skills, know-how and information as it considers necessary, consistent with its own policies, missions and requirements.

2.2 Review of Work. Periodic conferences shall be held between VTC and DAE/Polimi personnel for the purpose of reviewing the progress of work. VTC shall not direct the conduct of the CRADA so that it imposes financial burden on DAE/Polimi, or that such direction to perform this effort is beyond that specified in the attached SOW without mutual written agreement between VTC and DAE/Polimi. It is understood that the nature of this cooperative research is such that completion within the period of performance specified, or within the limits of financial support allocated, cannot be guaranteed. Accordingly, it is agreed that this CRADA is to be performed on a best efforts basis.

2.3 Principal Investigators. The evaluation of the technology will be performed under the supervision of VTC's Dr. Mark W. Nixon and DAE/Polimi’s Mr. Pierangelo Masarati who,

as principal investigators, shall have the responsibility for the scientific and technical conduct of this project.

2.4 Scope Change. If at any time the principal investigators determine that the project justifies a substantial change in the direction of the work, the parties will promptly notify each other and the parties shall make a good faith effort to agree on any necessary change to the SOW.

Article 3. Reports

3.1 Reports. Each party shall document the results of their work and freely exchange reports between the parties. The documentation shall describe the technical progress made during the program, identify any problem areas that may have developed and discuss those areas, goals and objectives recommended for further research.

Article 4. Financial Obligation

The performance of research by VTC under this CRADA is not conditioned on the advanced payment by DAE/Polimi of any funds, and no funds transfer is expected or anticipated under this CRADA. The parties shall provide salary and travel support to its respective personnel in the performance of this CRADA.

Article 5. Title of the Property

5.1 Capital Equipment. All capital equipment developed or acquired under this CRADA shall be the property of the respective parties developing or acquiring such property.

Article 6. Patents Rights

6.1 Reporting. VTC shall promptly report to DAE/Polimi Subject Invention reported to VTC by its employees. DAE/Polimi shall promptly report to VTC each Subject Invention reported by any of its employees.

6.2 DAE/Polimi Employee Inventions. VTC, on behalf of the U.S. Government, waives any ownership rights the U.S. Government may have in Subject Inventions made by DAE/Polimi employees and agrees that DAE/Polimi shall have the option to retain title to any such employee Subject Invention. DAE/Polimi shall notify VTC promptly upon making this election and agrees to file timely patent applications on such Subject Invention at its own expense. DAE/Polimi agrees to grant to the U.S. Government a world-wide, non-exclusive, irrevocable, paid-up license to practice, or to have practiced on behalf of the U.S. Government, the patents covering its employees’ Subject Inventions . This patent license shall be evidenced by a confirmatory agreement prepared by DAE/Polimi in a form mutually satisfactory to both parties.

6.3 VTC Employee Inventions. VTC, on behalf of the U.S. Government, shall have the initial option to retain title to each Subject Invention made by VTC employees as result of work performed under this CRADA. VTC, however, agrees to grant to DAE/Polimi a world-wide nonexclusive, irrevocable paid-up license to practice or have practiced on behalf of DAE/Polimi, the patents covering its employees’ Subject Inventions.

6.4 Joint Inventions. VTC and DAE/Polimi shall have title in each Subject Invention made jointly by DAE/Polimi and VTC employees in performance of this CRADA. DAE/Polimi may elect at its discretion and expense, to file a U.S. patent application on such joint Subject Invention. DAE/Polimi shall notify VTC of each such patent application filed, or alternatively, shall notify VTC of each election not to file. If DAE/Polimi elects not to file a U.S. patent application on a joint Subject Invention, VTC may elect, at its expense, to file a U.S. patent application on such joint Subject Invention, and notify DAE/Polimi to such effect. The party filing a patent application on a joint Subject Invention hereby agrees to grant to the other party a license to practice such Subject Invention commensurate in scope to the license defined in paragraph 6.2, 6.3, and 6.4 above.

6.5 Filing of Patent Application. The party having the right to retain and file patent applications on a specific Subject Invention may elect not to file patent applications thereon provided it so advises the other parties within NINETY (90) days from the date it discloses the Subject Invention to the other parties. Thereafter, the other party may elect to file patent applications on such Subject Invention and the party initially reporting such Subject Invention agrees to assign its right, title and interest in such Subject Invention to the other party and cooperate with such party in the preparation and filing of patent applications thereon. The assignment of the entire right, title and interest to the party pursuant to this paragraph shall be subject to the retention by the party assigning title of a nonexclusive, irrevocable, paid-up license to practice, or have practiced on its behalf, the Subject Invention throughout the world. In the event neither of the parties to this CRADA elect to file a patent application on a Subject Invention, either or both (if a joint invention) may, at their sole discretion and subject to reasonable conditions, release the right to file to the inventor(s) with a license in each party of the same scope as set forth in the immediately preceding sentence.

6.6 Patent Expenses. The expenses attendant to the filing of patent applications as specified in 6.4 above, shall be borne by the party filing the patent application. Each party shall provide the other party with copies of the patent applications its files on any Subject Invention along with the power to inspect and make copies of all documents retained in the official patent application files by the applicable patent office.

6.7 Maintenance Fees. The fees payable to the U.S. Patent and Trademark Office in order to maintain the patent's enforcement will be payable by the owner of the patent, at that party's option. In the event that VTC is the owner of the patent and DAE/Polimi holds an exclusive license in said patent, DAE/Polimi shall pay their own maintenance fees for said patent. If DAE/Polimi elects not to pay the maintenance fee DAE/Polimi must relinquish its exclusive license rights in said patent and must give VTC reasonable notification soon as to permit VTC the option of paying said fee. In the event that DAE/Polimi elects not to pay the maintenance fee and VTC elects to exercise its option to pay said fee, DAE/Polimi will retain a nonexclusive, irrevocable paid-up license in said patent.

8. Licensing of Inventions.

6.8.1 Grants. VTC, on behalf of the U.S. Government, hereby agrees to grant to DAE/Polimi an exclusive license in each U.S. patent application, and patents issued thereon, covering a Subject Invention which is filed by VTC on behalf of the U.S. Government subject to the reservation of an irrevocable, paid-up license to practice, and to have practiced on behalf of the U.S. Government throughout the world the Subject Invention and such other terms and conditions are specified by VTC in such exclusive license.

6.8.2 Exclusive License Terms. Upon filing of a patent application on a Subject Invention, DAE/Polimi shall have the option to acquire a limited term exclusive license in the resulting patents at reasonable royalty rates upon the execution of an exclusive license agreement containing the terms and conditions and in a form acceptable to DAE/Polimi. The specific royalty rate and term of exclusively shall be negotiated promptly after the Subject Invention is filed in the U.S. Patent and Trademark Office, provided however, that this option must be exercised by DAE/Polimi by written notice to VTC within six (6) months from the date the U.S. Patent Application is so filed. In determining such royalty rate, the parties shall consider the following guidance.

The reasonable royalty rate for each exclusive license shall be based upon a portion of the selling price of the item attributable to the presence of claimed subject matter where such item is a machine, article of manufacture, product made by a process, or composition of matter as defined by the claims of the patent. Where the claimed subject matter relates to process or method to be practiced under the claims of the patent, the royalty will be based upon the net savings attributable to the implementation of said process or method.

6.8.3 Royalty Rate Dispute. If the parties cannot mutually agree on what shall be reasonable royalty rate on an exclusive license, VTC shall have the right to convert the partially exclusive license granted to DAE/Polimi to a royalty free nonexclusive license, and thereafter grant nonexclusive licenses to third parties.

6.8.4 Conversion of Exclusive to Nonexclusive License. With respect to any Subject Invention in which DAE/Polimi has acquired an exclusive license under paragraph 6.8 of this CRADA, VTC shall have the right to convert the exclusive license to a royalty free nonexclusive license and to grant a nonexclusive license to any responsible applicant if VTC determines that:

(a) DAE/Polimi has not taken, or is not expected to take within a reasonable time, effective steps to achieve practical application of such Subject Invention:

(b) DAE/Polimi has not reasonably satisfied requirements by federal regulations for public use of such Subject Invention.

(c) DAE/Polimi has not reasonably satisfied health or safety needs requiring the use of such Subject Invention; or

(d) DAE/Polimi has not reasonably satisfied the requirement for manufacture within the United States as specified in Section 6.8.5 below.

6.8.5 Preference for United States Industry. DAE/Polimi agrees that any products embodying a patented Subject Invention, produced through the use of patented Subject Invention, in which DAE/Polimi has acquired an exclusive license under paragraph 6.9.1, that are made, used or sold within the United States will be manufactured substantially in the United States, unless this requirement for manufacture within the United States is waived by VTC.

6.8.6 Extension of Exclusive Licenses. The term for each exclusive license acquired by DAE/Polimi pursuant to paragraph 6.8.1 above shall extend from the issue date of the U.S. patent in the Subject Invention. A request by DAE/Polimi for extension of a exclusive license may be filed at any time prior to the expiration of the exclusive license and must be supported by a factual showing that such a renewal is necessary to permit DAE/Polimi to recapture its investment and make a reasonable profit. The decision to extend an exclusive license shall be within the sole discretion of VTC.

Article 7. Data and Publication

7.1 DAE/Polimi Rights. Subject to the provisions of paragraph 7.3, Subject Data, which is developed and/or provided by DAE/Polimi to VTC under this CRADA, shall be the property of DAE/Polimi. DAE/Polimi shall, upon request, have the right to review all Subject Data first produced under this CRADA which has not been delivered to VTC, except to the extent that such Subject Data is subject to a claim of confidence or privileges by a third party.

7.2 DAE/Polimi Proprietary Information. DAE/Polimi shall place a proprietary legend on all information which it delivers to VTC under this CRADA and which it asserts is proprietary. VTC agree that any properly legended Proprietary Information furnished by DAE/Polimi to VTC under this CRADA, or in contemplation of this CRADA, shall be used by VTC only for the purpose of carrying out this CRADA. Properly legended Proprietary Information shall not be disclosed, copied, reproduced or otherwise made available outside the Government in any form whatsoever without the consent of DAE/Polimi except as such information may be subject to disclosure under the Freedom of Information Act (5 U.S.C. 552) in accordance with established Department of Army procedures and prior notice to DAE/Polimi. VTC agrees to use its best efforts to protect properly legended Proprietary Information from unauthorized disclosure. DAE/Polimi agrees that VTC is not liable for the disclosure of Proprietary Information which, after notice to and consultation with DAE/Polimi, VTC determines may not lawfully be withheld or which a court of competent jurisdiction requires disclosed.

7.3 Data Rights. The parties agree to share all Subject Data as set forth in 7.31-7.34 below.

7.3.1 VTC Subject Data. Subject Data, which is developed or produced by VTC under this CRADA is the property of VTC. VTC hereby grants to DAE/Polimi a nonexclusive license to use such subject data for any purpose.

7.3.2 DAE/Polimi Subject Data. Subject Data, which developed or produced by DAE/Polimi under this CRADA is property of DAE/Polimi. DAE/Polimi hereby grants VTC a nonexclusive license to use such subject data for any purpose.

7.3.3 Joint Subject Data. Subject Data, developed and/or produced jointly by employees of DAE/Polimi and VTC shall be jointly owned by DAE/Polimi and VTC. Each party hereby grants to the other party a nonexclusive license to use such joint Subject Data for any purpose.

7.4 Release Restrictions. VTC shall have the right to use all Subject Data for any Government purpose, but shall not release such Subject Data publicly except: (i) VTC, when reporting on the results of sponsored research, may publish Subject Data, subject to the provisions of paragraph 7.5 below, and provided DAE/Polimi is given a THIRTY (30) day opportunity to review the manuscript and provide suggestions before publication; and (ii) VTC may release such Subject Data where such release is required pursuant to request under the Freedom of Information Act (5 U.S.C. 552); provided, however, that such data shall not be released to the public if a patent application is to be filed (35 U.S.C. 205) until the party having the right to file has had a reasonable time to file. VTC may provide protection for reasonable time to file. VTC may provide protection for information that results from the work under this CRADA that would be a trade secret, commercial or financial information for a period of up to five (5) years after development of such data.

7.5 Publication. VTC and DAE/Polimi agree to confer and consult prior to the publication of Subject Data to assure that no Proprietary information is released and that patent rights are not jeopardized. Prior to submitting a manuscript for review which contains the results of the research under this CRADA, or prior to patent applications in a timely manner, if it is so entitled under this CRADA.

Article 8. Representations and Warranties

8.1 Representations and Warranties of VTC. VTC hereby represents and warrants to DAE/Polimi as follows:

8.1.1 Organization. VTC is a Federal laboratory of the United States Army and is an Agency of the Government of the United States whose substantial purpose is the performance of research, development or engineering by employees of the Government:

8.1.2 Mission. The performance of the activities specified by this CRADA is consistent with the mission of VTC.

8.1.3 Authority. All prior reviews and approvals required by regulations or law have been obtained by VTC prior to the execution of this CRADA. The VTC official executing this CRADA has the requisite authority to do so. Notwithstanding the delegation of authority to execute the CRADA to the individual designated, the Secretary of the Army has reserved to the Assistant Secretary of the Army (Research, Development and Acquisition) the opportunity provided by 15 U.S.C. 3710a (c) (5) (A), to disapprove or require the modification of this CRADA within THIRTY (30) days of the date it is presented to him or her by VTC. Approval may be signified by the reviewing authorities making no reply within the period of time allowed for review. If modification to the CRADA is required, DAE/Polimi expressly reserves the right to approve, disapprove, or negotiate any required modification at DAE/Polimi's option, before this CRADA, as modified, can become effective and binding on the parties. The VTC official executing this CRADA has the requisite authority to do so.

8.1.4 Statutory Compliance. (a) VTC's Director, prior to entering into this CRADA, has given special consideration to entering into CRADAs with small business firms and consortia involving small business firms. (b) VTC’s Director, prior to entering into this CRADA, has considered the extent that the Italian Government permits United States agencies, organizations, or other persons to enter into cooperative research and development agreements and licensing agreements and is satisfied that such licensing and open communication exists. Furthermore, the exchanged technical data under this CRADA does not fall under The Military Critical Technologies List.

8.2 Representations and Warranties of DAE/Polimi. DAE/Polimi hereby represents and warrants to VTC as follows:

8.2.1 Corporate Organization. DAE/Polimi, as of the date hereof, is an entity duly organized, validly existing and in good standing under the laws of Italy.

8.2.2 Power and Authority. DAE/Polimi has the requisite power and authority to enter into this CRADA and to perform according to the terms thereof.

8.2.3 Due Authorization. DAE/Polimi has taken all actions required to be taken by law, to authorize the execution and delivery of this CRADA.

8.2.4 No Violation. To the best of DAE/Polimi's knowledge, the execution and delivery of this CRADA does not contravene any material provision of, or constitute a material default under any material agreement binding on DAE/Polimi or any valid order of any court, or any regulatory agency or other body having authority to which DAE/Polimi is subject.

Article 9. Termination

9.1 Termination by Mutual Consent. DAE/Polimi and VTC may elect to terminate this CRADA, or portions thereof, at any time by mutual consent. In such event, the parties shall specify the disposition of all property, patents, and other results of work accomplished or in progress, arising from or performed under this CRADA. Upon a termination by mutual consent, the parties shall not make any new commitments and shall, to the extent feasible, cancel all outstanding commitments that relate to this CRADA or portions thereof mutually terminated, by the termination date, or as soon thereafter as feasible.

9.2 Termination by Unilateral Action.

9.2.1 Written Notice. Any party may unilaterally terminate this entire CRADA at any time by giving the other party written notice not less than THIRTY (30) days prior to the desired termination date. If DAE/Polimi unilaterally terminates this CRADA, any exclusive license entered into by the parties shall be simultaneously terminated unless the parties agree to retain such exclusive license.

9.2.2 New Commitments. VTC shall make no new commitments after receipt of a written termination notice form DAE/Polimi and shall cancel, to the extent feasible, all outstanding commitments and contracts relevant to this CRADA by the termination date.

Article 10. Disputes

Each party will actively demonstrate their best effort to resolve any dispute arising under this CRADA. If necessary, a dispute may be resolved by the signatories or their designees.

10.1 Settlement. Any dispute arising under this CRADA, which is not disposed of by agreement of the parties, shall be submitted jointly to the signatories or their designees for the joint resolution of such dispute.

10.2 Continuation of Work. Pending the resolution of any dispute pursuant to this Article, the parties agree that performance of all obligations shall be pursued by each diligently.

Article 11. Liability

11.1 Property. The parties shall be responsible for damages to any property of the other party, except for reasonable fair wear and tear.

11.2 Sponsor's Employees. DAE/Polimi agrees to indemnify and hold harmless the U.S. Government for any loss, claim, damage, or liability of any kind involving an employee of DAE/Polimi arising in connection with this CRADA, except to the extent that such loss, claim, damage or liability arises from negligence of VTC or its employees. VTC shall be solely responsible for the payment of all claims for the loss of property, personal injury or death, or otherwise arising out of negligent act or omission of its employees in connection with the performance of work under this CRADA under the provisions of the Federal Tort Claims Act.

11.3 No Warranty. Except as specifically stated in Article 8, neither party makes any express or implied warranty as to any matter whatsoever, including the conditions of the research or any invention or product, whether tangible or intangible, made or developed under this CRADA, or the ownership, merchantability or fitness for a particular purpose of the research or any invention or product. VTC, on behalf of the U.S. Government, authorizes and consents to all use and manufacture of any invention described in and covered by a United States patent in the performance of this CRADA. No party shall be liable for lost profits, lost savings, special, consequential, incidental or indirect damages, suffered by another party, even if such party is made aware of the possibility thereof.

11.4 Force Majeure. No party shall be liable for any unforeseeable event beyond its reasonable control not caused by the fault or negligence of such party, which causes such party to be unable to overcome by the exercise of due diligence, including, but not limited to, flood, drought, earthquake, storm, fire, pestilence, lightning and other natural catastrophes, epidemic, war, riot, civic disturbance or disobedience, strikes labor dispute, or failure, threat of failure, or sabotage of the VTC facilities, or any order or injunction made by a court or public agency. In the event of

the occurrence of such force majeure event, the party unable to perform shall promptly notify the other party. It shall further use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time is necessary as a result of the force majeure event.

Article 12. Miscellaneous

12.1 No Benefits. No member of, or delegate to the United States Congress, or resident

commissioner, shall be admitted to any share or part of this CRADA, nor to any benefit that may arise therefrom; but this provision shall not be construed to extend to this CRADA if made with a corporation for its general benefit.

12.2 Governing Law. The construction, validity, performance and effect of this CRADA for all purposes shall be governed by the laws applicable to the Government of the United States.

12.3 Entire Agreement. This CRADA constitutes the entire agreement between the parties concerning the subject matter thereof and supersedes any prior understanding or written or oral agreement relative to said matter. Conflicting terms appearing in the attached SOW shall have no effect.

12.4 Headings. Title and headings of Sections and Subsections of this CRADA are for convenience of reference only and do not form a part of this CRADA and shall in no way affect the interpretation thereof.

12.5 Waivers. None of the provisions of this CRADA shall be considered waived by any party hereto unless such waiver is given in writing to the other party. The failure of any party to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights provided herein or by law, shall not be deemed a waiver of any rights of any party hereto.

12.6 Severability. The illegality or invalidity of any provisions of this CRADA shall not impair, affect or invalidate the other provisions of this CRADA.

12.7 Amendments. If either party desires a modification to this CRADA, the parties shall, upon reasonable notice of the proposed modification by the party desiring the change, confer in good faith to determine the desirability of such modification. Such modification shall not be effective until a written amendment is signed by all the parties hereto by their representatives duly authorized to execute such amendment.

12.8 Assignment. Neither this CRADA nor any rights or obligations of any party hereunder shall be assigned or otherwise transferred by either party without the prior written consent of the other party.

be signed by an authorized representative and shall be delivered by hand or sent by certified mail, return receipt requested, with postage prepaid, addressed as follows:

If to DAE/Polimi: Professor Amalia Ercoli Finzi

Director

Dipartimento di Ingegneria Aerospaziale

Politecnico di Milano

Via La Masa, 34

20158 Milan, Italy

If to VTC: Director

Vehicle Technology Center (VTC)

ATTN: Dr. Wolf Elber

Hampton, VA 23681

Any party may change such address by notice given to the cited party in the names set forth above.

12.10 Independent Contractors. The relationship of the parties to this CRADA is that of independent contractors and not as agents of each other or as joint ventures or partners. Each party shall maintain sole and exclusive control over its personnel and operations.

12.11 Use of Name or Endorsements. (a) DAE/Polimi shall not use the name of VTC, U.S. Army or ARL on any product or service which is directly or indirectly related to either this CRADA or any patent license or assignment associated with this CRADA without the prior approval of VTC. (b) By entering into this CRADA, VTC does not directly or indirectly endorse any product, service provided, or to be provided, by DAE/Polimi, its successors, assignees, or licenses. DAE/Polimi shall not in any way imply that this CRADA is an endorsement of any such product or service.

Article 13. Duration of CRADA and Effective Date

13.1 Duration of CRADA. It is mutually recognized that the development program cannot be rigidly defined in advance, and that the contemplated time periods for completion of each phase are good faith guidelines, subject to adjustment by mutual agreement, to fit circumstances as the development program proceeds. In no case will this CRADA extend beyond THREE YEARS from the date of this CRADA, unless it is revised in accordance with Article 12 of this CRADA.

The provisions of Article 6 Patent Rights Article 7 Data and Publication and Article 12.11 Use of Name or Endorsements shall survive the termination of this CRADA.

13.2 Effective Date. This document must be submitted to the U.S. Army Research Laboratory, ATTN: AMSRL-CS-TT, 2800 Powder Mill Road, Adelphi, MD 20783-1197 for review. Receipt of this document by ARL will begin a THIRTY (30) day period during which the

CRADA may be disapproved or modification required.

In addition, one copy will be sent to Department of the Army, Office of the Judge Advocate General, Intellectual Property Law Division (JALS-IP/), Suite 700, 901 North Stuart Street, Arlington, VA 22202-1837.

IN WITNESS WHEREOF, the parties have caused this CRADA to be executed by their duly authorized representative as follows:

For DAE/Polimi: Date

Professor Amalia Ercoli Finzi

Director

For VTC: Date

Dr. Wolf Elber

Director

For VTC: ________________________________ Date______________

Laurence M. Smail

Legal Counsel

Vehicle Technology Center

________________________________ Date________________

Dr. John W. Lyons

Director

Army Research Laboratory

BACKGROUND AND PROBLEM:

Vehicle Technology Center (VTC) of the Army Research Laboratory (ARL) is interested in the design and analysis of advanced rotorcraft configurations, including those associated with tiltrotors. VTC, in conjunction with the Aeroelasticity Branch of the Structures and Materials Group at the NASA Langley Research Center, is currently in charge of the Wing and Rotor Aeroelastic Testing System (WRATS), a one-fifth-scale model based on the V-22 tiltrotor. At the Department of Aerospace Engineering of the Politenico di Milano, Italy (DAE/Polimi), a new and state-of –the-art multi-body analysis code has been developed, and is currently being enhanced for tiltrotor applications.

Furthermore, Bell Helicopter Company of the U.S. and Agusta Italy have signed an agreement to forma joint venture to manage the Bell BA609 civil tiltrotor and the Agusta AB139, a new 12-15 passenger helicopter. NASA Langley Research Center and Bell Helicopter Co. already have in place an agreement to conduct experimental research on tiltrotor aircraft wind-tunnel models, and the experimental research on tiltrotor aircraft wind-tunnel models, and the Department of Aerospace Engineering of the Politenico di Milano already has research agreements with Agusta associated with analytical modeling of rotorcraft systems. Therefore, as VTC and DAE/Polimi are interested in both analytical modeling and experimental testing of tiltrotors, it is associated with the WRATS tiltrotor model.

VTC is interested in the formulation of the multi-body analysis program under development at the DAE/Polimi. The program easily models structural components such as rigid bodies, a comprehensive family of basic rigid and flexible joints and flexible components such as generally anistropic full non-linear beam elements. Aerodynamic elements are also available, based on the strip theory, with quasi-steady aerodynamic coefficients for 360 degrees of angle attack, dynamic stall and rotor induced velocity.

DAE/Polimi is interested in detailed structural data of the WRATS tiltrotor model and experimental data obtained using the WRATS tiltrotor model. The test data associated with this model include blade loads, gimbal flapping, pylon accelerations, control positions, and wing loads. The tests for which such data are or will be made available include: loads associated with simple control sweeps in both helicopter and airplane flight modes, vibration reduction using active swashplate control in both helicopter and airplane flight modes, aeroelastic stability tests in high-speed airplane mode, tests associated with a new General Predictive Controller designed for both vibration reductions and stability augmentation.

SCOPE OF WORK:

The Research team from DAE/Polimi will take advantage of the experimental testing that VTC is performing on the WRATS tiltrotor system to asses the MBDyn multi-body analysis predictive capabilities and to guide further development of the code. To this purpose, VTC will share with DAE/Polimi information in the design of the WRATS model as well as results from experimental tests. DAE/Polimi will share with NASA the results of the analyses and VTC will be granted access to the (executable) code provided that DAE/Polimi will maintain the (intellectual) property of the code as well as the (exclusive) right to (re)distribute it to third parties.

RESPONSIBILITIES:

1. DAE/Polimi will provide a representative of the MBDyn research team, a Doctorate Student, to develop the multi-body analytical model of the WRATS wind tunnel model.

2. VTC will provide DAE/Polimi with information on the design of the WRATS wind tunnel model, results from previously performed analytical computations and experimental tests to allow the preparation of MBDyn analytical models.

3. VTC will provide computational facilities through its agreement with NASA Langley Research Center.

4. DAE/Polimi will retain the intellectual property of the formulation and of the code.

5. Both parties will be allowed to use in subsequent works the results of the analyses originated from this agreement, provided that mention is made of the role of the other party.