TREATIES AND OTHER INTERNATIONAL ACTS SERIES 06-1231 ________________________________________________________________________

DEFENSE Joint Strike Fighter Program Memorandum of Understanding

Between the

UNITED STATES OF AMERICA

and OTHER GOVERNMENTS

Signed at Washington, Oslo, and

Copenhagen November 14, 2006, December 11, 2006,

December 12, 2006, January 25, 2007, January 31, 2007,

February 7, 2007, and February 27, 2007

with

Annexes

NOTE BY THE DEPARTMENT OF STATE Pursuant to Public Law 89—497, approved July 8, 1966 (80 Stat. 271; 1 U.S.C. 113)— “. . .the Treaties and Other International Acts Series issued under the authority of the Secretary of State shall be competent evidence . . . of the treaties, international agreements other than treaties, and proclamations by the President of such treaties and international agreements other than treaties, as the case may be, therein contained, in all the courts of law and equity and of maritime jurisdiction, and in all the tribunals and public offices of the United States, and of the several States, without any further proof or authentication thereof.”

MULTILATERAL Defense: Joint Strike Fighter Program Memorandum of understanding signed at Washington, Oslo, and Copenhagen November 14, 2006, December 11, 2006, December 12, 2006, January 25, 2007, January 31, 2007, February 7, 2007, and February 27, 2007; Entered into force December 31, 2006. With annexes.

07 - 118

MEMORANDUM OF UNDERSTANDING

AMONG THE

DEPARTMENT OF DEFENCE OF AUSTRALIA

AND THE

MINISTER OF NATIONAL DEFENCE OF CANADA

AND THE

MINISTRY OF DEFENCE OF DENMARK

AND THE

MINISTRY OF DEFENCE OF THE REPUBLIC OF ITALY

AND THE

STATE SECRETARY OF DEFENCE OF THE KINGDOM OF THE

NETHERLANDS

AND THE

MINISTRY OF DEFENCE OF THE KINGDOM OF NORWAY

AND THE

UNDERSECRETARIAT FOR DEFENSE INDUSTRIES ON BEHALF OF THE

MINISTRY OF NATIONAL DEFENSE OF THE

REPUBLIC OF TURKEY

AND THE

SECRETARY OF STATE FOR DEFENCE OF THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

AND THE

SECRETARY OF DEFENSE ON BEHALF OF THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

CONCERNING THE PRODUCTION,. SUSTAINMENT,

AND FOLLOW-ON DEVELOPMENT OF THE

JOINT STRIKE FIGHTER

THIS DOCUMENT IS CERTIFIED TO BE A TRUE COPYCERTIFIED BY: FRANK KENLON, DEPUTY DIRECTOR,

INTERNATIONAL NEGOTIATIONS

MEMORANDUM OF UNDERSTANDING

AMONG THE

DEPARTMENT OF DEFENCE OF AUSTRALIA

AND THE

MINISTER OF NATIONAL DEFENCE OF CANADA

AND THE

MINISTRY OF DEFENCE OF DENMARK

AND THE

MINISTRY OF DEFENCE OF THE REPUBLIC OF ITALY

AND THE

STATE SECRETARY OF DEFENCE OF THE KINGDOM OF THE NETHERLANDS

AND THE

MINISTRY OF DEFENCE OF THE KINGDOM OF NORWAY

AND THE

UNDERSECRETARIAT FOR DEFENSE INDUSTRIES ON BEHALF OF THE

MINISTRY OF NATIONAL DEFENSE OF THE

REPUBLIC OF TURKEY

AND THE

SECRETARY OF STATE FOR DEFENCE OF THE

UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND

AND THE

SECRETARY OF DEFENSE ON BEHALF OF THE DEPARTMENT OF DEFENSE

OF THE UNITED STATES OF AMERICA

CONCERNING THE PRODUCTION, SUSTAINMENT,

AND FOLLOW-ON DEVELOPMENT OF THE

JOINT STRIKE FIGHTER

(Short Title - JSF PSFD MOU)

TABLE OF CONTENTS

INTRODUCTION 4SECTION IDEFINITIONS 6

SECTION IIOBJECTIVES 14

SECTION IIISCOPE OF WORK 16

SECTION IVMANAGEMENT (ORGANIZATION AND RESPONSIBILITY) 26

SECTION VFINANCIAL PROVISIONS 34

SECTION VICONTRACTING PROVISIONS 41

SECTION VIIINDUSTRIAL PARTICIPATION 48

SECTION VIIIPROJECT EQUIPMENT AND JOINTLY ACQUIRED EQUIPMENT 50

SECTION IXDISCLOSURE AND USE OF PROJECT INFORMATION 52

SECTION XCONTROLLED UNCLASSIFIED INFORMATION 64

SECTION XIVISITS TO ESTABLISHMENTS 66

SECTION XIISECURITY 67

SECTION XIIITHIRD PARTY SALES AND TRANSFERS 70

SECTION XIVLIABILITY AND CLAIMS 76

SECTION XVPARTICIPATION OF ADDITIONAL NATIONS 78

SECTION XVICUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES 79

SECTION XVIISETTLEMENT OF DISPUTES 80

SECTION XVIIILANGUAGE 81

SECTION XIXAMENDMENT, WITHDRAWAL, TERMINATION, ENTRY INTO EFFECT, ANDDURATION 82

ANNEX AESTIMATED JSF AIR VEHICLE PROCUREMENT QUANTITIES 88

ANNEX BMANAGEMENT STRUCTURE 89

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ANNEX CCOOPERATIVE PROJECT PERSONNEL 94

ANNEX DSUSTAINMENT 99

ANNEX EFOLLOW-ON DEVELOPMENT PROCESS 108

ANNEX FESTIMATED ALLOCATION OF FINANCIAL COST CEILINGS 111

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INTRODUCTION

The Department of Defence of Australia, the Minister of NationalDefence of Canada, the Ministry of Defence of Denmark, theMinistry of Defence of the Republic of Italy, the StateSecretary of Defence of the Kingdom of the Netherlands, theMinistry of Defence of the Kingdom of Norway, theUndersecretariat for Defense Industries on behalf of theMinistry of National Defense of the Republic of Turkey, theSecretary of State for Defence of the United Kingdom of GreatBritain and Northern Ireland, and the Secretary of Defense onbehalf of the Department of Defense of the United States ofAmerica, hereinafter referred to as the "Participants":

Having a common interest in defense;

Recognizing the benefits to be obtained from internationalcooperation regarding standardization, rationalization, andinteroperability of military equipments;

Desiring to improve their mutual conventional defensecapabilities through the application of emerging technology;

Recognizing the Participants' cooperation under the Memorandumof Understanding (MOU) among the Department of Defence ofAustralia and the Minister of National Defence of Canada and theMinistry of Defence of Denmark and the Ministry of Defence ofthe Republic of Italy and the State Secretary of Defence of theKingdom of the Netherlands and the Ministry of Defence of theKingdom of Norway and the Undersecretariat for DefenseIndustries on behalf of the Ministry of National Defense of theGovernment of the Republic of Turkey and the Secretary of Statefor Defence of the United Kingdom of Great Britain and NorthernIreland and the Secretary of Defense on behalf of the Departmentof Defense of the United States of America concerning theCooperative Framework for System Development and Demonstrationof the Joint Strike Fighter (JSF SDD Framework MOU) of January17, 2001, as amended, and the Participant-specific Supplementsthereto;

Desiring to cooperate in the production, sustainment, andfollow-on development of the Joint Strike Fighter (JSF) tosatisfy similar operational requirements;

Recognizing the benefits of continued cooperation in the JSFProgram, and seeking to capitalize on the lessons learned from

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their previous experience in that program and otherinternational cooperative programs;

Seeking to establish a model for international cooperativeacquisition programs;

Affirming their intent to use their best efforts to ensure thatinternational cooperation under this PSFD MOU will maximizebenefits (including financial) that will accrue to each of them;

Seeking to establish a robust vehicle of cooperation that willspan the life cycle of the JSF Air System;

Recognizing the importance of technological and industrialcooperation to the national security of all Participants, andseeking to reduce barriers to that cooperation between theParticipants; and

Recognizing that industrial participation will be an importantparameter in the Participants' various national decision-makingprocesses;

Have reached the following understandings:

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SECTION I

DEFINITIONS

The Participants have jointly decided upon the followingdefinitions for terms used in this MOU:

Autonomic Logistics An integrated, knowledge-based system that(AL) encompasses JSF maintenance planning,

manpower and personnel, supply support,support equipment, training, technical data,computer resource support, facilities,packaging, handling, storage andtransportation, prognostics and healthmanagement, and design interface whilecoordinating with mission planning,engineering, safety, command and controlfunctions, within a respective logisticsinfrastructure to support mission execution.

Autonomic Logistics The worldwide cooperative sustainment systemGlobal Sustainment for the JSF Air System consisting of a(ALGS) predominantly shared common logistics

enterprise tailored to the Participants'needs. It consists of both Government andindustry sustainment efforts, includinginterfaces, as determined by theParticipants, between ALGS and Participants'national support capabilities outside ofALGS.

Autonomic Logistics An integrated Information system consistingInformation System of hardware and software operating on(ALIS) networks provided by the Participants or

their Contractors and facilitatingInformation exchange with each Participant'sappropriate Information systems. ALISsupports the operation, including missionplanning, and maintenance of the JSF AirSystem.

Best Value Maximizing affordability consistent withbroader Project objectives. .

6

Classified Official Information that requiresInformation protection in the interests of national

security and is so designated by theapplication of a security classificationmarking. This Information may be in oral,visual, magnetic, or documentary form or inthe form of equipment, material ortechnology.

Composite ShareRatio

A formula used to calculate theParticipants' proportionate share of thecosts under this MOU, based on theParticipants' estimated JSF Air Vehicleprocurement quantities.

Consolidated A document that combines the requestedProcurement Request articles and services contained in more than

one Participant Procurement Request.

Contract

Contracting

Any mutually binding legal relationshipunder national laws that obligates aContractor to furnish supplies or services,and obligates one or more of theParticipants to pay for them.

The obtaining of supplies or services byContract from sources outside the Governmentorganizations of the Participants.Contracting includes description (but notdetermination) of supplies and servicesrequired, solicitation and selection ofsources, preparation and award of Contracts,and all phases of Contract administration.

Contracting Agency The entity within the Governmentorganization of a Participant that hasauthority to enter into, administer, orterminate Contracts.

Contracting Officer A person representing a Contracting Agencyof a Participant who has the authority toenter into, administer, or terminateContracts.

Contractor Any entity awarded a Contract by aParticipant's Contracting Agency.

Contractor Support Persons specifically identified as providingPersonnel administrative, managerial, scientific, or

technical support services to a Participantunder a support Contract.

Controlled Unclassified Information to which access orUnclassified distribution limitations have been appliedInformation in accordance with applicable national laws

or regulations. It includes Informationthat has been declassified but remainscontrolled.

Financial Cost The maximum amount of shared Financial CostsCeiling that will be dedicated to the Project.

Financial Costs

Host Participant

Information

IntellectualProperty

Project costs met with monetarycontributions.

The Participant to whose facility a JSF CPPis assigned.

Knowledge that can be communicated by anymeans, regardless of form or type,including, but not limited to, that of ascientific, technical, business, orfinancial nature, and also includingphotographs, reports, manuals, threat data,experimental data, test data, computersoftware, designs, specifications,processes, techniques, inventions, drawings,technical writings, sound recordings,pictorial representations, and othergraphical presentations, whether in magnetictape, computer memory, or any other form andwhether or not subject to IntellectualProperty rights.

In accordance with the World TradeOrganization Agreement on Trade-relatedAspects of Intellectual Property Rights ofApril 15, 1994, all copyright and relatedrights, all rights in relation to inventions(including Patent rights), all rights inregistered and unregistered trademarks(including service marks), registered andunregistered designs, undisclosedInformation (including trade secrets and

8

know-how), layout designs of integratedcircuits, and geographical indications, andany other rights resulting from creativeactivity in the industrial, scientific,literary, and artistic fields.

Jointly AcquiredEquipment

JSF Air System

JSF Air Vehicle

JSF CooperativeProject Personnel(JSF CPP)

JSF Data Library(JDL)

Any material, equipment, end item,subsystem, component, special tooling ortest equipment that is obtained and jointlyfunded by some or all of the Participantsunder this MOU.

The JSF Air System consists of two inter-related elements: the JSF Air Vehicle andAutonomic Logistics that operate within thecontext of external interfaces andenvironments.

The JSF Air Vehicle includes the threevariants of the JSF aircraft and thepropulsion systems, as well as the on-boardhardware, the ancillary mission equipmentnecessary to employ the JSF Air System, andthe software necessary to perform assignedmissions, autonomous operation andcommunication with off-board systems.

Military members or civilian employees of aParent Participant assigned to thefacilities of another Participant whoperform managerial, engineering, technical,administrative, Contracting, logistics,financial, planning or other functions infurtherance of the Project.

A Contractor provided and operated web-basedtool designed to contain JSF ProgramInformation including, but not limited to,prime Contract deliverables and subcontractmanagement data, and other general Program-related Information such as policies,directives, plans and processes.

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JSF Purposes

The portion of the JSF Program that willproduce, sustain, and provide follow-ondevelopment for the JSF Air System.

Efforts to achieve a three variant family ofthe JSF Air System, consisting of JSFconcept demonstration, system developmentand demonstration, production, sustainment,and follow-on development.

Performance of Project activities pursuantto the JSF PSFD MOU; and any future effortsby a Participant (collaboratively,nationally, or under U.S. Department ofDefense (DoD) Foreign Military Salesarrangements) for the production,sustainment, and follow-on development ofany of the three variants of the JSF AirSystem, including efforts required forinterfaces between the JSF Air System andother systems operated by the Participants.

JSF Production,Sustainment, andFollow-onDevelopment Phase(JSF PSFD Phase)

JSF Program

Line Shutdown Efforts associated with the Contractors'cessation of production of JSF Air Vehicles.

National Audit An audit agency or authority within aInstitution Participant's Government.

National Security The security office approved by nationalAuthority/ authorities to be responsible for theDesignated Security security aspects of this MOU.Authority (NSA/DSA)

Non-commercial

Used for governmental activities only; notavailable.for disclosure to or use by thepublic.

Non-financial Costs Project costs met with non-monetarycontributions.

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Operational The document originally developed during theRequirements JSF concept demonstration phase andDocument (ORD) subsequently modified during the JSF system

development and demonstration phase thatdefines the overall JSF Air System leveloperational requirements.

Original Equipment The original manufacturer of a hardwareManufacturer (OEM) item, component, sub-component, or software.

Parent Participant A Participant that sends its JSF CPP to thefacilities of another Participant.

Partially Common Common to more than one but less than allParticipants.

Participant A signatory to this MOU represented by itsmilitary and civilian personnel.Contractors and Contractor Support Personnelwill not be representatives of a Participantunder this MOU.

Participant A document prepared and submitted by aProcurement Request Participant that describes the desired(PPR) articles and services that the Participant

seeks to acquire through a Contract. Thedocument, which generally contains astatement of work and a specification,constitutes a formal request to aContracting Officer to initiate asolicitation to a Contractor or Contractorsin order to award or modify a Contract.

Patent Grant by any government or a regional officeacting for more than one government of theright to exclude others from making, using,importing, selling, or offering to sell aninvention. The term refers to any and allpatents including, but not limited to,patents of implementation, improvement, oraddition, petty patents, utility models,appearance design patents, registereddesigns, and inventor certificates or likestatutory protection, as well as divisions,reissues, continuations, renewals, andextensions of any of these.

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Privileged SafetyInformation

Project

Project Invention

Information regarding safety matters that ismarked and handled as ControlledUnclassified Information and provided to theParticipants' civilian and militaryemployees and Contractors who have a need toknow such Information to improve safety asdetermined by each Participant's nationalsafety authorities.

The cooperative JSF PSFD Phase efforts ofthe Participants under this MOU to achievethe objectives in Section II (Objectives)and accomplish the work in Section III(Scope of Work).

Information not generated in the performance'of the Project.

Any material, equipment, end item,subsystem, component, special tooling, ortest equipment provided by one Participantto another Participant for use in the .Project.

Information generated in the performance ofthe Project.

Any Information provided to, generated in,or used in this Project.

Any invention in any field of technology,provided it is new, involves an inventivestep, is capable of industrial application,and is formulated or made (conceived or"first actually reduced to practice") in thecourse of work performed under the Project.The term, "first actually reduced topractice", means the first demonstration,suffidient to establish to one skilled inthe art to which the invention pertains, ofthe operability of an invention for itsintended purpose and in its intendedenvironment.

Project BackgroundInformation

Project Equipment

Project ForegroundInformation

Project Information

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Prospective Any entity that seeks to enter into aContractor Contract to be awarded by a Participant's

Contracting Agency and that, in the case ofa solicitation involving the release ofexport-controlled Information, is eligibleto receive such Information.

Then Year (TY)U.S. Dollars

Third Party

U.S. Dollars that reflect purchasing powerat the time expenditures are actually made.Future costs stated in Then Year U.S.Dollars are projected amounts to be paid.

A government other than the Government of aParticipant and any person or other entitywhose government is not the Government of aParticipant.

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SECTION II

OBJECTIVES

2.1 The overall objective of the JSF PSFD MOU is thecooperative production, sustainment, and follow-on developmentof the JSF Air System to meet the requirements of theParticipants. This MOU establishes the framework that willenable the Participants to cooperate effectively to accomplishthis objective and that will detail their responsibilities andbenefits under this MOU.

2.2 The specific objectives to be accomplished are:

2.2.1 To produce and sustain the most advanced,affordable, JSF Air System for the Participants;

2.2.2 To identify opportunities for the most cost-effective common sustainment of the Participants'JSF Air Systems taking into account theParticipants'. capabilities;

2.2.3 To implement Autonomic Logistics Global Sustainment(ALGS) through associated sustainment Contracts,supporting peacetime and increased operationaltempo, and delivering continuous improvements inboth cost of ownership and JSF Air Systemperformance to all Participants;

2.2.4 To participate in follow-on development, which willconsist of identifying and developing upgrades(preferably common) that will ensure that the JSFAir System remains affordable, interoperable,operationally effective, operationally safe, andoperationally suitable throughout its life;

2.2.5 To foster the exchange of ideas and promotecollaborative initiatives among the Participants'JSF fleets and supporting industries;

2.2.6 To provide, and permit the Participants to utilize,all Project Information on the JSF Air Systemacquired in the implementation of Section III(Scope of Work), in accordance with Section IX(Disclosure and Use of Project Information), toenable the Participants to make informed and timely

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national decisions concerning the production,sustainment, and follow-on development of the JSFAir System, to enable them to utilize and sustainthe JSF Air System, and to interface the JSF AirSystem with their unique national weapons systems,logistics support systems, equipment, or softwarefor national and coalition operations of the JSFAir System;

2.2.7 To maximize JSF Air System commonality to achieveaffordability and coalition interoperability;

2.2.8 To ensure security of supply for the JSF Air Systemthroughout its life;

2.2.9 To develop and implement cooperative management andcontrol processes to ensure successful, cost-effective execution of the Project; and

2.2.10 To promote new, as well as continued, involvementof the industries of the nations of theParticipants in the production, sustainment andfollow-on development of the JSF Air System.

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SECTION III

SCOPE OF WORK

3.1 The overall Project work to be performed under this MOU isthe production, sustainment, and follow-on development ofan affordable, three-variant family of the JSF Air System,which consists of the following: Conventional Take-Off andLanding (CTOL) variant; catapult-launched, arrested-landing Carrier Variant (CV); and shipboard capable ShortTake-Off and Vertical Landing (STOVL) variant. TheProject efforts will reflect the JSF Air Systemrequirements contained in joint capabilities documentationdeveloped and approved in accordance with the processesdescribed in Annex E (Follow-on Development Process).

3..2 Production

3.2.1 The production work will include, but will not belimited to, the following:

3.2.1.1 Production of the JSF Air Vehicle, includingpropulsion systems (both F135 and F136).

3.2.1.1.1 The Participants' estimatedprocurement quantities in Annex A(Estimated JSF Air Vehicle ProcurementQuantities) will be used in productionplanning. Actual procurement of JSFAir Vehicles by the Participants willbe subject to the Participants'national laws and regulations and theoutcome of the Participants' nationalprocurement decision-Making processes.Each Participant's actual procurementquantities of JSF Air Vehicles andpropulsion systems will be establishedin Participant Procurement Requests(PPRs), which will be submitted bythat Participant through theprocedures described in Section VI(Contracting Provisions).

3.2.1.1.2 The U.S. DoD will grant and maintainJSF Air System certifications pursuantto criteria developed under the JSF

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SDD Framework MOU and this MOU. U.S.DoD will provide necessary insight andparticipation in the JSF Air Systemcertification process to the otherParticipants to enable the recognitionof the U.S. DoD-granted certificationsby those Participants' cognizantauthorities.

3.2.1.1.3 Configuration changes resulting fromfollow-on development efforts underthis MOU will be incorporated duringproduction runs of the affectedarticle or will be implemented throughproduction and installation ofretrofit kits.

3.2.1.2 Procurement, repair, and maintenance of testand tooling equipment to support production.

3.2.1.3 Shutting down production lines anddisposition of Jointly Acquired Equipment.

3.2.2 The U.S. DOD will use its best efforts to providethe other Participants with the opportunity toobtain equipment and systems produced under U.S.DoD programs, other than the JSF Program, to theextent that such equipment and systems are neededto meet the JSF Air System requirements containedin the joint capabilities documentation referencedin paragraph 3.1 of this Section.

3.3 Sustainment

3.3.1 Sustainment efforts, including but not limited tomanufacture of sustainment articles and provisionof sustainment services, will be performedconsistent with Section II (Objectives) to meet theParticipants' operational readiness requirements byachieving the most cost-effective commonsustainment of the JSF Air System. The generalprinciples for the sustainment efforts are asfollows:

3.3.1.1 Sustainment will be provided under ALGS,which will meet the Participants'requirements through a predominantly common

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solution and will enable Participant-tailored solutions (Partially Common orunique), making appropriate use of existinginfrastructure, to the extent practicableand cost-effective.

3.3.1.2 Responsibility for Contracting forsustainment efforts under ALGS will be inaccordance with paragraph 6,1 of Section VI(Contracting Provisions).

3.3.1.3 The JSF Program Executive Officer (JSF PEO)will be responsible, as part of hisresponsibility to manage the Project inaccordance with Section IV (Management(Organization and Responsibility)), for themanagement of ALGS (including delivery ofALGS articles and services under Contract),as well as coordination among production,sustainment and follow-on developmentactivities conducted under Section III(Scope of Work). JSF Cooperative ProjectPersonnel (JSF CPP) will be assigned toparticipate in ALGS planning andimplementation efforts in accordance withAnnex B (Management Structure).

3.3.1.4 ALGS will be achieved through an effective,affordable, and acceptable performance-basedbusiness model, which will use a continuousimprovement approach.

3.3.1.5 The ALGS will employ a performance-basedlogistics (PBL) business approach, whichwill focus on buying and deliveringoutcomes, rather than specific products.The required outcomes will be established inindividual performance-based arrangements(PBAs) for each Participant. Such PBAs willinclude performance metrics, supportrelationships (i.e., roles andresponsibilities of the JSF Program Officeand Participants) and the conditions fordelivering sustainment articles andservices.

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3.3.1.6 ALGS will be implemented using a phasedapproach. The details regarding ALGS andits phases, as well as the PBA process, areincluded in Annex D (Sustainment).

3.3.2 Sustainment will include the following efforts:

3.3.2.1 Provision of individual Participants'sustainment requirements for articles andservices, by either Contracting or from theParticipants' respective existing ALGSresources, related to the AutonomicLogistics (AL) domains identified atparagraphs 3.3.3.1 through 3.3.3.10 of thisSection.

3.3.2.2 Performance of the following activities forthe Participants' joint benefit, which willbe funded by all Participants:

3.3.2.2.1 Common sustaining engineering servicesrelated to the AL domain in paragraph3.3.3.9 of this Section.

3.3.2.2.2 Common efforts for the expansion ofOriginal Equipment Manufacturer (OEM)and other required repair capacity asdetermined through the industrialservices management activitiesdescribed in paragraph 3.3.3.10 ofthis Section.

3.3.3 ALGS efforts will encompass, but will not belimited to, efforts regarding the followinglogistic domains:

3.3.3.1 Joint fleet management, which will providecoordination and facilitation for JSF AirSystem maintenance, JSF Air Systemconfigurations, planning of maintenance andconfiguration modifications, and making JSFAir Vehicle structural life and disposalrecommendations. This activity will be donein conjunction with each Participant'smanagement of its fleet.

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3.3.3.2 Supply chain management, which will providedelivery and problem resolution for supply,inventory and warehousing, transportation,and distribution and related performancetracking.

3.3.3.3 Support equipment management, which willprovide for the management of supportequipment, optimize support equipment bylocation, maintain support equipment,provide configuration management, assistservice personnel in support equipmentmaintenance, provide problem resolution, andaid in technology updating for supportequipment.

3.3.3.4 Training system operations, which willprovide for the delivery and management oftraining services and the delivery,maintenance, and management of associatedarticles.

3.3.3.5 Autonomic Logistics Information System(ALIS) support, which will provide the ALsystem Information infrastructure anddecision support while maintaining theapproved configuration data for the JSF AirSystem.

3.3.3.6 AL field operations, which will provideeffective support to the Participants'warfighters in the operational environment,when and where it is needed, includingtechnical support and all interfaces betweenthe warfighters and the network of services.Under this domain, Participant prioritieswill be identified, Information flow will bemonitored, and issues will be tracked andresolved.

3.3.3.7 AL business operations, which will implementthe business aspects of AL and monitorsupport performance, including thatperformance under Contracts issued inaccordance with paragraph 6.1 of Section VI(Contracting Provisions). It also includessupport to government budget cycles, program

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schedules, future strategic programplanning, prioritization of Participants'needs, and program reviews.

3.3.3.8 ALGS operations development, which willensure that the development of the ALGSoperations through the life of the JSF AirSystem remains flexible to the evolvingneeds and requirements of the Participants.

3.3.3.9 Sustaining engineering, which will provideproduct support and field serviceengineering support. This includesengineering, problem/issue resolution,engineering investigations, mishapassistance, maintenance, modifications andtechnology upgrades of software andhardware, software maintenance, technicaldata, airworthiness, configurationmanagement, definition of facilityrequirements, and low observablerestoration.

3.3.3.10 Industrial services, which will provide themanagement activities required to coordinatefleet-wide JSF Air System depot levelmaintenance, modification and repair, andwill include utilization of OEMs, regionalsupport capabilities, and Participant-uniqueand Partially Common support facilities.

3.3.4 The JSF Program Office will establish and maintaina business continuity plan for sustainment support.

3.3.5 The sustainment activities under this MOU will bepursued primarily as efforts common to allParticipants. However, some activities may bepursued as Partially Common efforts, or an effortunique to one Participant, in those cases in whicha Participant's or Participants' requirementscannot be met through common sustainmentactivities. This will generally be determined bythe business case analysis (BCA) process developedunder the JSF SDD Framework MOU. However,Participants will have the option to make their owndecisions. Under this process, BCAs will beconducted by a BCA team, consisting of the JSF

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Program Office, Participants' representatives andindustry. BCAs will be conducted following aspiral approach, with each spiral corresponding tomilestone or policy decisions. Each BCA willutilize a repeatable process to describe specifictask steps required for each spiral.

3.3.6 Planning efforts for an alternative sustainmentapproach will commence; under the direction of theJSF Executive Steering Board (JESB) as described inparagraph 4.4 of Section IV (Management(Organization and Responsibility)), if there areindications that the ALGS will not meet theParticipants' requirements for satisfactory andaffordable support of their JSF Air Systems. Ifrequired, implementation of an alternativesustainment approach will be described in arevision to Annex D (Sustainment), and an amendmentto this MOU will be made in accordance with SectionXIX (Amendment, Withdrawal, Termination, Entry intoEffect, and Duration) as necessary.

3.4 Follow-on Development

3.4.1 The follow-on development work will be performed tokeep the JSF Air System affordable, interoperable,operationally effective, operationally safe, andoperationally suitable throughout its service lifeby adding upgrades (preferably common) incontinuous increments, approximately every twoyears. These upgrades will address, but will notbe limited to:

3.4.1.1 Common requirements, as mutually determinedby the Participants, and requirementsspecific to a Participant (or one of itsmilitary services), or to a variant of theJSF Air System.

3.4.1.2 Corrections to operational deficienciesdocumented from in-service use anddevelopment test (DT) or operational test(OT) events.

3.4.1.3 Capabilities, listed in the OperationalRequirements Document (ORD), subsequent

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documents, or JESB decisions that have notyet been implemented.

3.4.2 Other JSF Air System capability upgrades may occurthat may not be specifically part of an incrementof capability upgrade described in paragraph 3.4.1of this Section. Examples of such other upgradesinclude electronic warfare or mission planningreprogramming, cryptographic material updates,quick reaction changes, or urgent operationalrequirements that may arise in a time periodbetween major increment upgrades.

3.4.3 The activities in paragraphs 3.4.1 and 3.4.2 ofthis Section will be conducted primarily as effortscommon to all Participants; however, some of thoseactivities may be conducted as Partially Commonefforts or as an effort unique to one Participant.The designation of efforts as common, PartiallyCommon, or unique will be in accordance with theprocesses described in Annex E (Follow-onDevelopment Process).

3.4.4 Urgent safety changes will be managed as part ofthe JSF sustaining engineering efforts as providedin Annex D (Sustainment).

3.5 Follow-on DT and Follow-on Operational Test and Evaluation(FOT&E)

3.5.1 Follow-on DT will be conducted in areas common toall Participants. Follow-on DT of Partially Commonor Participant-unique requirements may be performedunder this MOU, contingent upon availability ofpersonnel, aircraft, test equipment, and schedulingof facility or range time.

3.5.2 FOT&E will be conducted in areas common to allParticipants to refine the estimates made duringinitial operational test and evaluation (IOT&E); tocomplete any remaining IOT&E activity; to verifycorrection of IOT&E deficiencies; to evaluatesignificant follow-on development changes to designor employment; and to evaluate the JSF Air Systemas it evolves through follow-on development effortsto ensure it continues to meet operational needsand retains effectiveness in a substantially new

23

environment or against a new threat. FOT&E of .Partially Common or Participant-unique requirementsmay be performed in any Participant's country underthis MOU, contingent upon availability ofpersonnel, aircraft, test equipment, and schedulingof facility or range time.

3.5.3 Personnel of the Participants will normallyparticipate in the activities in paragraph 3.5.1and 3.5.2 of this Section, subject to nationaldisclosure policies.

3.6 Science and Technology (S&T) Development

3.6.1 S&T efforts will include, but will not be limitedto, the following:

3.6.1.1 Identification of S&T efforts from theParticipants' national programs that may beapplicable and of benefit to the JSF AirSystem.

3.6.1.2

Submission of identified S&T efforts to theRequirements Working Group (RWG), referencedin Annex B (Management Structure), forconsideration.

3.6.2 Any cooperation on S&T development efforts will bethe subject of separate written arrangements by theParticipants.

3.7 The cooperative efforts under this MOU will also includethe exchange of notifications of safety-related events,including, but not limited to exchange of Privileged SafetyInformation in accordance with the procedures contained in theproject security instruction (PSI), among the Participants inthose cases in which an event related to the JSF Air System has,resulted in or may result in an unsafe condition. Suchnotifications may be by Government message, electronic mail, orother written means as soon as possible.

3.8 • Each Participant will demilitarize and dispose of its JSFAir Systems in accordance with mutually determined JSFdemilitarization guidelines.

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3.9 The Participants will use their best efforts to reviewexpeditiously applications for export licenses related to thescope of work for this Project.

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SECTION IV

MANAGEMENT (ORGANIZATION AND RESPONSIBILITY)

4.1 A JESB will be established and will exercise executive-level guidance and oversight for the Project. The JESB willprovide a forum for discussions, consultations, and decisions onProject matters. Decisions of the JESB will be made byconsensus, and those decisions affecting the execution of thisMOU will be documented in serially numbered and dated decisionmemoranda or major decision memoranda, depending on theimportance of the decision. Decisions on Partially Common andunique matters will be made by consensus of the JESBrepresentatives for the U.S. DoD and the directly affectedParticipants.

4.2 The Service Acquisition Executives of the United StatesDepartment of the Air Force and the United States Department ofthe Navy will chair the JESB on an alternating basis, with anofficial of a non-U.S. DoD Participant serving as a co-chair.The JESB will also include one duly authorized representativeappointed by each of the Participants. The JESB representatives(or their successors in the event of reorganization) will be asfollows: Australia, Director General New Air Combat Capability;Canada, Assistant Chief of the Air Staff (ACAS); Denmark,Director Air Force Projects; Italy, Chief Programs Department ofthe National Armaments Directorate; the Netherlands, Director ofProjects and Procurement; Norway, National Armaments Director;Turkey, Deputy Undersecretary for Defense Industries or TurkishAir Force Chief Plans and Principles; the United Kingdom,Capability Manager (Precision Attack); and the United States,the Service Acquisition Executives of the United StatesDepartment of the Air Force and the United States Department ofthe Navy on an alternating basis. Other personnel of theParticipants, as appropriate, may attend JESB meetings. The JSFPEO will serve as the JESB's Executive Secretary. The U.S. SAEsand the JESB representatives of the Participants may delegatetheir respective authority regarding the functions in paragraph4.4 of this Section. The JESB may establish subordinate workingbodies as appropriate.

4.3 The JESB will normally meet semi-annually. Additionalmeetings may be held as mutually determined by the JESB. TheJESB may also decide to conduct business in a virtual forum viae-mail, teleconference, or videoconference.

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4.4 In exercising its executive-level guidance and oversightof the Project, the JESB will perform functions including, butnot limited to:

4.4.1 Reviewing progress towards accomplishing Section II(Objectives) and Section III (Scope of Work).

4.4.2 Approving JSF PEO-recommended annual or multiyearConsolidated Procurement Requests (CPRs) for JSFAir System articles and services.

4.4.3 Approving JSF PEO-recommended ALGS configurationchanges and providing strategic guidance to theALGS process.

4.4.4 Approving JSF PEO-recommended JSF Air Systemconfiguration changes and providing strategicguidance to the follow-on development process.

4.4.5 Resolving issues brought forth by the JSF PEO, inaccordance with paragraph 4.5.4 of this Section,concerning the solutions for impacts of productiondelays upon the deliveries of JSF Air Vehicles.

4.4.6 Conducting financial oversight of Project effortsto ensure compliance with the provisions of SectionV (Financial Provisions).

4.4.7 Approving the JSF PEO-recommended Project FinancialManagement Procedures Document (FMPD), with theexception of bilateral annexes, and any changesthereto, in accordance with Section V (FinancialProvisions).

4.4.8 Monitoring proposed Partially Common or uniqueefforts to be conducted by Participants through theJSF Program Office.

4.4.9 Addressing governmental oversight responsibilitiesconcerning Project-related industrial mattersraised by JESB representatives in accordance withSection VII (Industrial Participation).

4.4.10 Employing its best efforts to resolve, inconsultation with the export control authorities ofthe Participants concerned, any export controlissues raised by the JSF PEO in accordance with

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paragraph 4.5.12 of this Section or raised by aParticipant's JESB representative in accordancewith paragraph 9.1.2.2 of Section IX (Disclosureand Use of Project Information).

4.4.11 Consulting on proposed Third Party sales andtransfers in accordance with Section XIII (ThirdParty Sales and Transfers).

4.4.12 Providing oversight of Project efforts to ensurecompliance with the provisions of Section XII(Security) and reviewing the PSI and theClassification Guide (CG) for the Project prior tothe JSF PEO's forwarding them to the NationalSecurity Authorities/Designated SecurityAuthorities (NSAs/DSAs) for approval.

4.4.13 Approving JSF PEO-recommended plans to manage andcontrol the transfer of Project Equipment providedby any Participant to support the execution of theProject in accordance with Section VIII (ProjectEquipment and Jointly Acquired Equipment).

4.4.14 Approving JSF PEO-recommended plans for thedisposal of Jointly Acquired Equipment under thisMOU in accordance with Section VIII (ProjectEquipment and Jointly Acquired Equipment).

4.4.15 Consulting on any matters that affect the Projectand resolve any issues brought forth by JESBrepresentatives.

4.4.16 Reviewing and forwarding to the Participants forapproval JESB representative-recommended amendmentsto this MOU in accordance with Section XIX(Amendment, Withdrawal, Termination, Entry IntoEffect, and Duration).

4.4.17 Approving JSF PEO-recommended adjustments, asnecessary, to reflect the changed requirements ofthe Participants, to the procurement quantitiesestablished in Annex A (Estimated JSF Air VehicleProcurement Quantities), recognizing that eachParticipant retains the right to adjust itsestimated procurement quantities on a yearly basis.

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4.4.18 Approving JSF PEO-recommended amendments to Annex A(Estimated JSF Air Vehicle Procurement Quantities),consistent with paragraph 4.4.17 of this Section,Annex B (Management Structure), Annex D(Sustainment), Annex E (Follow-on DevelopmentProcess), and Annex F (Estimated Allocation ofFinancial Cost Ceilings) of this MOU consistentwith Section XIX (Amendment, Withdrawal,Termination, Entry Into Effect, and Duration) ofthis MOU.

4.4.19 Approving the JSF PEO-recommended JSF ProgramOffice Integrated Project Teams Cooperative ProjectPersonnel Personnel Description Document (IPT CPPPDD) referenced in paragraph 4.7 of this Section.

4.5 The JSF Program is directed by the U.S. DoD JSF PEO (orsuccessor in the event of reorganization), who heads the JSFProgram Office and who is responsible for managing the cost,schedule, performance requirements, and technical aspects of theJSF Program. The JSF PEO will manage the Project on behalf ofthe Participants in accordance with this MOU, and will promoteinternational cooperation in the JSF Program Office in order tomeet the requirements of this MOU. The JSF PEO will performfunctions including, but not limited to:

4.5.1 Monitoring progress towards accomplishing SectionII (Objectives) and Section III (Scope of Work),regularly advising the JESB on this progress, andapprising the JESB of significant issues andproblems as they arise.

4.5.2 Recommending for JESB approval annual or multiyearCPRs for JSF Air System articles and servicesconsistent with the Participants' requirements.

4.5.3 Monitoring affordability and Contractor performanceand advising the JESB if any issues arise.

4.5.4 Addressing the impact of any production delays uponthe deliveries of JSF Air Vehicles that have beenplaced under Contract for the Participants, andreferring to the JESB any unresolved issuesregarding the solutions for such impacts;

4.5.5 Recommending for JESB approval ALGS configurationchanges.

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4.5.6 Recommending for JESB approval JSF Air Systemconfiguration changes.

4.5.7 Managing certifications and airworthiness for theJSF Air System for production, sustainment, andfollow-on development.

4.5.8 Managing the financial aspects of Project effortsto ensure compliance with the provisions of SectionV (Financial Provisions).

4.5.9 Recommending for JESB approval the FMPD, with the- exception of bilateral annexes, and any changesthereto in accordance with Section V (FinancialProvisions), and implementing the JESB-approvedFMPD.

4.5.10 Recommending, for approval of the JESBrepresentatives of the U.S. DoD and the applicablenon-U.S. DoD Participant, a bilateral FMPD annexfor each of the non-U.S. DoD Participants, and anychanges thereto, in accordance with Section V(Financial Provisions).

4.5.11 Advising the JESB of proposed Partially Common orunique efforts to be conducted by Participantsthrough the JSF Program Office.

4.5.12 Monitoring export control arrangements required toimplement this MOU and, if applicable, referringimmediately to the JESB any export control issuesthat could adversely affect the implementation ofthis MOU.

4.5.13 Advising the JESB of any proposed U.S. DoD ThirdParty sales and transfers and monitoring allauthorized sales and transfers, in accordance withSection XIII (Third Party Sales and Transfers).

4.5.14 Managing the security aspects of the Project,including forwarding the PSI and the CG to the JESBfor review and then to the NSAs/DSAs for approvalin accordance with Section XII (Security).

4.5.15 Recommending for JESB approval plans for managingand controlling the transfer of Project Equipment

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provided by any Participant to support theexecution of the Project in accordance with SectionVIII (Project Equipment and Jointly AcquiredEquipment).

4.5.16 Recommending for JESB approval plans for thedisposal of Jointly Acquired Equipment under thisMOU in accordance with Section VIII (ProjectEquipment and Jointly Acquired Equipment).

4.5.17 Resolving issues brought forth by the U.S. DoDDirector, JSF International Directorate (JSF/ID)and referring to the JESB those issues that the JSFPEO cannot resolve.

4.5.18 Recommending to the JESB amendments to this MOU inaccordance with Section XIX (Amendment, Withdrawal,Termination, Entry Into Effect, and Duration).

4.5.19 Reviewing annually and recommending to the JESBadjustments, if necessary, to the procurementquantities established in Annex A (Estimated JSFAir Vehicle Procurement Quantities).

4.5.20 Recommending to the JESB amendments to Annex A(Estimated JSF Air Vehicle ProcurementQuantities), consistent with paragraph 4.5.19 ofthis Section, Annex B (Management Structure),Annex D (Sustainment), Annex E (Follow-onDevelopment Process), and Annex F (EstimatedAllocation of Financial Cost Ceilings) of this MOUconsistent with Section XIX (Amendment,Withdrawal, Termination, Entry Into Effect, andDuration).

4.5.21 Recommending for JESB approval the JSF ProgramOffice IPT CPP PDD described in paragraph 4.7 ofthis Section and maintaining oversight of the IPTCPP PDD.

4.5.22 Approving changes to the JSF ALGS Strategic Planreferenced in Annex D(Sustainment).

4.6 The Director, JSF/ID, assisted by National Deputies of theother Participants referenced in paragraph 4.7 of this Section,will be responsible for:

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4.6.1 Managing the day-to-day administration of this MOU.

4.6.2 Preparing and submitting to the JSF PEO the ProjectFMPD, with the exception of bilateral annexes, andany changes thereto for JESB approval.

4.6.3 Preparing and submitting to the JSF PEO, for theapproval of the JESB representatives of the U.S.DoD and the applicable non-U.S. DoD Participant, abilateral FMPD annex for each of the non-U.S. DoDParticipants, and any changes thereto, inaccordance with Section V (Financial Provisions).

4.6.4 Coordinating the financial aspects of the Projectin accordance with Section V (Financial Provisions)and the FMPD.

4.6.5 Preparing and submitting to the JSF PEO the JSFProgram Office IPT CPP PDD for the JESB's approval.

4.6.6 Developing and submitting to the JSF PEO amendmentsto this MOU and its Annexes for recommendation tothe JESB.

4.6.7 Developing plans to manage and control the transferof Project Equipment provided by a Participant inaccordance with Section VIII (Project Equipment andJointly Acquired Equipment), submitting them to theJSF PEO for recommendation to the JESB, andimplementing the JESB-approved plans.

4.6.6 Developing plans for the disposal of JointlyAcquired Equipment under this MOU in accordancewith Section VIII (Project Equipment and JointlyAcquired Equipment), submitting them to the JSF PEOfor recommendation to the JESB, and implementingthe JESB-approved plans.

4.6.9 Developing and forwarding to the JSF PEO a PSI anda CG for the Project within three months after MOUsignature, and implementing them upon finalapproval.

4.6.10 Providing reports to the JSF PEO as required.

4.6.11 Referring issues to the JSF PEO that cannot beresolved by the Director, JSF/ID.

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4.7 Each non-U.S. DoD Participant will provide a NationalDeputy and JSF CPP, in accordance with Annex B (ManagementStructure), who will be assigned to the JSF Program Office orProject field activities. Each National Deputy's primaryresponsibility will be to serve as the national representativefor the National Deputy's Participant. Specific National Deputyresponsibilities are identified in paragraph 4.8 of thisSection. Specific IPT responsibilities for non-U.S. DoDpersonnel will be identified in the JSF Program Office IPT CPPPDD.

4.8 Each National Deputy will be responsible for:

4.8.1 Supporting the Director, JSF/ID in the day-to-dayadministrative management of this MOU, to includeoversight of the JSF PSFD MOU CPP of the cognizantParticipant.

4.8.2 Providing day-to-day representation of thecognizant Participant within the JSF Program Officeon all matters related to the Project.

4.8.3 Assisting the Director, JSF/ID in developing theFMPD, PSI, and CG, and IPT.CPP PDD.

4.8.4 Performing other tasks, as may be assigned by theDirector, JSF/ID or the National Deputy'srespective JESB representative.

4.9 U.S. DoD personnel may serve as JSF CPP in activities ofthe non-U.S. DoD Participants; assignments of such personnelwill be reflected in an amendment to Annex B (ManagementStructure) as the need for such assignments arises. Annex C(Cooperative Project Personnel) establishes provisions for thegeneral conduct of all personnel of the Participants who willserve as JSF CPP.

4.10 The Participants will have representation in JSFmanagement groups, both external and internal to the JSF ProgramOffice, as depicted in Annex B (Management Structure).

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SECTION V

FINANCIAL PROVISIONS

5.1 The estimate for the total shared costs for theParticipants' cooperative efforts under this MOU is 21.876billion Then Year (TY) U.S. Dollars. Each Participant's maximumcontribution to the total shared costs of this MOU is reflectedin Table 5-1. In no event will any of these maximumcontribution amounts be increased without an amendment to thisMOU. However, if a Participant's expenditures reach its maximumcontribution amount, the provisions of paragraph 19.5 of SectionXIX (Amendment, Withdrawal, Termination, Entry into Effect, andDuration) will apply.

Table 5-1 (In TY U.S. Dollars)

Participant MaximumContribution

Australia $0.690BCanada $0.551BDenmark $0.33BItaly $0.904BThe Netherlands $0.586BNorway $0.33BTurkey $0.690BUnited Kingdom $0.952BUnited States $16.843B

5.2 The costs of the cooperative efforts under this MOU willnot exceed the following Financial Cost Ceilings:

5.2.1 A Financial Cost Ceiling of 7.303 billion TY U.S.Dollars for shared production non-recurring costs(including, but not limited to, production test andtooling equipment, and production Line Shutdown)and the shared costs of Project overhead andadministration. The estimated allocation of thecosts for this Financial Cost Ceiling among theParticipants is depicted in Annex F (EstimatedAllocation of Financial Cost Ceilings).

5.2.2 A Financial Cost Ceiling of 1.323 billion TY U.S.Dollars for the shared non-recurring costs ofsustainment. The estimated allocation of the costsfor this Financial Cost Ceiling among the

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Participants is depicted in Annex F (EstimatedAllocation of Financial Cost Ceilings).

5.2.3 A Financial Cost Ceiling of 13.250 billion TY U.S.Dollars for shared follow-on development non-recurring costs. The estimated allocation of thecosts for this Financial Cost Ceiling among theParticipants is depicted in Annex F (EstimatedAllocation of Financial Cost Ceilings).

5.2.3.1 Each Participant will contribute to theshared non-recurring costs of follow-ondevelopment incurred from the beginning ofthe follow-on development efforts to the endof that Participant's production run.

5.2.3.2 Each Participant will also contribute to theshared non-recurring costs of follow-ondevelopment efforts incurred after itsproduction run, if it wishes to receiveInformation generated in the performance ofsuch follow-on development efforts or topurchase a retrofit kit or equipment thatresults from those efforts.

5.3 The Financial Cost Ceilings in paragraph 5.2 of thisSection may be changed only by amendment to this MOU.

5.4 The U.S. dollar will be the reference currency for theProject, and the Project fiscal year will be the U.S. fiscalyear (1 October - 30 September).

5.5 Each Participant will contribute its equitable share ofthe full Financial Costs and Non-financial Costs of the Project,including overhead costs, administrative costs, and, inaccordance with Section XIV (Liability and Claims), costs ofclaims, and will receive an equitable share of the results ofthe Project, as specified in this MOU.

5.6 The Financial Costs for common production, sustainment,and follow-on development efforts will be shared among theParticipants in accordance with the proportion of theirindividual JSF Air Vehicles to the total JSF Air Vehicles of allParticipants participating in those efforts. This requirementis reflected in the Composite Share Ratio (CSR) formula,S=(A/B)C, where:

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5.6.1 "S" represents the financial contribution by anindividual Participant to the cooperative effort;

5.6.2 "A" represents the individual Participant'sestimated JSF Air Vehicle procurement quantities.The values for "A" are identified in Annex A(Estimated JSF Air Vehicle Procurement Quantities),and will be adjusted by the JESB annually, if .necessary, to reflect changes in the Participants'estimated JSF Air Vehicle procurement quantities,in accordance with paragraph 4.4.17 of Section IV(Management (Organization and Responsibility)).The impact of any such adjustments to the JSF AirVehicle procurement quantities upon the financialcontributions determined by this formula will beprospective only;

5.6.3 "B" represents the sum of'the individual "A" valuesof the Participants participating in thecooperative effort; and

5.6.4 "Cu represents the total Financial Costs of thecooperative effort.

5.7 The CSR formula will also be used to calculate non-recurring cost shares for Participants participating inPartially Common production, sustainment, and follow-ondevelopment efforts that are within the scope of this MOU. Insuch cases, the values for "B" in paragraph 5.6.3 of thisSection will represent the sum of the individual "A" values ofthe Participants participating in a Partially Common effort.Except as provided in paragraph 9.1.5 of Section IX (Disclosureand Use of Project Information), if a Participant who does notjoin in a Partially Common effort but who subsequently decidesthat it wishes to receive Information generated in theperformance of that effort or to acquire any item that resultsfrom that effort, that Participant will be treated as aParticipant participating in that effort, for the purposes ofcost sharing. Accordingly, such Participant will contribute itsshare of the costs of that effort in accordance with the formulaset forth in this paragraph.

5.8 The non-recurring costs for production, sustainment, andfollow-on development efforts that are incurred to satisfy theunique requirements of a Participant will be paid by thatParticipant. Except as provided in paragraph 9.1.5 of SectionIX (Disclosure and Use of Project Information) and paragraph

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2.1.3 of Annex D (Sustainment), if another Participantsubsequently wishes to receive Information generated in theperformance of such an effort, or to acquire any item thatresults from that effort, that Participant will be treated as aParticipant participating in those efforts for the purposes ofcost sharing. Accordingly, that Participant will contribute itsshare of the costs of those efforts in accordance with theformula in paragraph 5.7 of this Section.

5.9 Those recurring costs associated with the provision of JSFAir Systems and related articles and services intended solelyand exclusively for use by a Participant will be paid by thatParticipant.

5.10 Participation in the Project will also include, but not belimited to, a Non-financial Cost contribution of personnelassigned to the JSF Program Office, U.S. DoD field activities,and facilities of non-U.S. DoD Participants. The Non-financialCost contribution of the U.S. DoD Participant will include theJSF PEO, the Director, JSF/ID, and any JSF CPP of the U.S. DoDassigned to the facilities of non-U.S. DoD Participants. TheNon-financial Cost contributions of the other Participants willinclude their National Deputies and JSF CPPs.

5.11 in addition to the shared costs of Project administrationreferenced in paragraph 5.2.1 of this Section, the Participantswill bear the cost of personnel who are provided as non-financial contributions in accordance with paragraph 5.10 ofthis Section, as follows:

5.11.1 The U.S. DoD will bear the costs of all pay and.allowances of the JSF PEO and the Director, JSF/ID.

5.11.2 Each Parent Participant will bear the following JSFCPP-related costs:

5.11.2.1 All pay and allowances Of its JSF CPPassigned to the facilities of anotherParticipant.

5.11.2.2 Transportation of its JSF CPP, JSF CPPdependents, and their personal property tothe location of the facilities of anotherParticipant prior to commencement of the JSFCPP assignment, and return transportation ofthe foregoing from this location upon

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completion or termination of the JSF CPPassignment.

5.11.2.3 Compensation for loss of, or damage to, thepersonal property of its JSF CPP or JSF CPPdependents, subject to the laws andregulations of the Parent Participant'sGovernment.

5.12 The following costs will be borne entirely by theParticipant incurring the costs or on whose behalf the costs areincurred:

5.12.1 Costs associated with national representation atmeetings by personnel not assigned, as part of thisProject, to the JSF Program Office, U.S. DoD fieldactivities, or facilities of non-U.S. DoDParticipants.

5.12.2 Costs associated with any unique nationalrequirements identified by a Participant notincluded under paragraphs 5.8 and 5.9 of thisSection.

5.12.3 Any costs that are outside the scope of this MOU.

5.13 The JSF PEO will be responsible for establishing thedetailed financial management procedures under which the Projectwill operate. These procedures will include cost andperformance tracking provisions and any measures designed tominimize the currency exchange rate risk upon the costs of theParticipants. These procedures, which must accord with thenational accounting and audit requirements of the Participants,will be detailed in a FMPD prepared by the Director, JSF/ID andsubject to the approval of the JESB. Each Participant will fundthe Project in accordance with the estimated financial scheduleof financial contributions and processes contained in the FMPD,which will be consistent with the funding requirements ofparagraph 5.16 of this Section. The FMPD will reflect that eachParticipant will pay its CSR share of production Line Shutdowncosts at the time required to make contractual payment of theLine Shutdown, except that if a Participant withdraws from theMOU prior to Line Shutdown, such payment will be made uponwithdrawal. However, if a Participant withdraws prior to any ofits Air Vehicle requirements being placed on Contract, thatParticipant will not be responsible for paying any Line Shutdowncosts.

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5.14 The Director, JSF/ID will prepare a bilateral annex to theFMPD for each of the non-U.S. DoD Participants, which will besubmitted, via the JSF PEO, for approval by the JESBrepresentatives of the U.S. DoD and the applicable non-U.S. DoDParticipant. Each annex will include an estimated financialschedule for the payment of the costs of the applicable non-U.S.Participant described in paragraphs 5.7, 5.8, 5.9, and 5.12.2 ofthis Section; this schedule will be consistent with the fundingrequirements of paragraph 5.16 of this Section. Each annex willalso include those provisions necessary to satisfy the uniquefinancial management procedures requirements of the applicablenon-U.S. Participant.

5.15 A Participant may provide Non-financial Cost contributionsto the Project, such as in-kind articles and services, insteadof Financial Cost contributions not to exceed a cumulativeamount of 50 million TY U.S. dollars, as mutually determined bythe JESB. Any such Non-financial Cost contributions by aParticipant will be reflected in an approved change to the FMPD.The FMPD change will also reflect that the Participant'sFinancial Cost contributions will be decreased by an amount thatthe JESB mutually determines to be the value of the Non-financial Cost contribution.

5.16 The Participants recognize that in fulfilling theirContracting responsibilities under Section VI (ContractingProvisions), it may become necessary for a• ContractingParticipant to incur contractual or other obligations for thebenefit of the Participants prior to the receipt of the otherParticipants' funds. In the event that a ContractingParticipant incurs such obligations, the other Participants sobenefited will make such funds available in such amounts and atsuch times as may beobligations and willfrom the performanceother obligations inor costs are due.

required by the Contracts or otherpay any damages and costs that may accrueof or cancellation of the Contracts oradvance of the time such payments, damages,

5.17 A Participant will promptly notify the other Participantsif available funds are not adequate to fulfill itsresponsibilities under this MOU. If a Participant notifies theother Participants that it is terminating or reducing itsfunding for this Project, the JESB will immediately consult todecide upon the appropriate course of action with a view towardcontinuation on a modified basis.

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5.1$ The Participants acknowledge the importance of soundfinancial management practices and the need to comply with theaudit requirements of their respective Governments.Accordingly, each Participant will, to the maximum extentpermitted within its national laws, regulations, and disclosurepolicies, provide to the other Participants or the NationalAudit Institutions of the Participants (as applicable) theInformation and assistance described in paragraphs 5.19 through5.21 of this Section.

5.19 Each Contracting Participant will be responsible for theaudit of the procurement activities for which it is responsibleunder the Project in accordance with its national practices.The Contracting Participant will use its best efforts to performany audits requested by another Participant. In the event thatan audit of procurement activities requested by anotherParticipant cannot be performed by the Contracting Participant,then the requesting Participant may request to perform an audititself. Each Participant's reports of audits will be promptlymade available to the other Participants.

5.20 The U.S. DoD will be responsible for the internal auditregarding administration of the other Participants' Project.funds in accordance with U.S. national practices. The U.S. DoDwill promptly make audit reports of such funds available to theother Participants. Upon the mutual consent of the U.S. DoD andanother Participant, that Participant or its National AuditInstitution auditors will be permitted to assist the U.S. DoD onany audit elements required to satisfactorily perform the audit.In addition, if the Participant or its National AuditInstitution auditors need to obtain or to inspect specificProject data in order to fulfill their national obligations, theU.S. DoD will arrange for access to such specific data atmutually determined times and locations.

5:21 In the event external audits concerning the Project areconducted by the National Audit Institutions of theParticipants' nations, such reports will be provided by theapplicable Participant to the JESB representative of the otherParticipants. The Director, JSF/ID, and the National Deputieswill apprise each other as soon as possible of external auditsconcerning the Project by the National Audit Institutions of theParticipants' nations.

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SECTION VI

CONTRACTING PROVISIONS

6,1 The U.S. DoD will be primarily responsible for Contractingfor this Project in accordance with U.S. Contracting laws,regulations and procedures. However, the JSF PEO may requestthat a Participant other than the U.S. DoD issue Contracts forthe Project in accordance with that Participant's nationalContracting laws, regulations, and procedures. The JSF PEO willensure that Contracts issued on behalf of the Participants arein accordance with this MOU. The Contracting Officer for eachContract is the exclusive source for providing contractualdirection and instructions to Contractors, and is responsiblefor ensuring that such directions and instructions are inaccordance with the terms and conditions of the Contract. TheContracting Officer will, when it facilitates satisfying theobjectives of this MOU, seek waivers of national procurementregulations, procedures, and practices.

6.2 Contracting for the Project will include Contracting forthe common, Partially Common, and unique requirements of theParticipants for their JSF Air Systems. Each Participant willdelineate its national requirements for production, sustainment,and follow-on development of its JSF Air Systems in individualPPRs. To initiate the procurement of JSF Air System articlesand services, the Participants will submit PPRs to the JSFProgram Office in accordance with procedures proposed by the PEOand approved by the JESB, which will include the timing, format,and acceptance procedures for such requests. PPRs forpropulsion systems will be submitted separately from PPRs forother JSF Air System articles and services. The followingprinciples will apply to PPRs:

6.2.1 PPRs may contain technical requirements, statementsof work, and Contract terms and conditions that areunique to a Participant. Unique terms andconditions will be consistent with the ContractingAgency's national laws and (unless a waiver isobtained) regulations. Unique terms and conditionrequests may include designation of Contractors orsubcontractors in order to satisfy the requirementsof the Participant submitting the PPR. The costsof a Participant's unique technical requirementsand statements of work (to include associatedproposal preparation costs) or a Participant's

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unique Contract terms and conditions will be fundedby that Participant.

6.2.2 The Participants may designate the F135, the F136,or both in their PPRs in such quantities and inaccordance with such delivery schedules as theyrequire.

6.2.2.1 If a Participant makes such a designation inits PPR, that Participant's personnel maynot thereafter participate in theprocurement activities described inparagraphs 6.3, 6.6, and 6.7 of this Sectionas to a Contract competition between theContractors of the F135 and the F136pertinent to that PPR. However, theParticipant's personnel may review the modelContract included in the Request forProposals (RFP) released to the Contractorsfor that competition in order to verify thatthe Contract will reflect the Participant'srequirements as specified in its applicablePPR.

6.2.2.2 If a Participant does not designate the F135or the F136 for Contracts that will becompeted, or if Contracts containing theF135 or the F136 requirements of aParticipant are not competitively awarded,that Participant's personnel may participatein post-PPR submission procurementactivities for such Contracts in accordancewith paragraphs 6.3, 6.6, and 6.7 of thisSection.

6.2.3 A Participant's PBA will document JSF Air Systemperformance .besed metrics, support relationships(i.e., roles and responsibilities of the JSFProgram Office and Participants), and conditionsfor delivering sustainment articles and servicesapplicable to unique, common, and Partially Commonrequirements. A Participant's PPR for sustainmentarticles and services will be consistent with therequirements of that Participant's PBA. AdditionalParticipant sustainment requirements, such asspares contingency support packages and the

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establishment of training centers, will bedelineated as separate requirements within the PPR.

6.2.4 In order to achieve economy of scale efficienciesand to ensure that capacity and capability existsto meet the Participants' joint requirements, theJSF Program Office will combine all therequirements reflected in the PPRs into CPRs to theextent feasible.

6.2.5 If, at the time of PPR consolidation, the JSFProgram Office determines that all of the PPRrequirements of the Participants cannot be met,then priority among the Participants for JSF AirSystem procurement requirements will be determinedby their contribution shares to the JSF SDDFramework MOU, unless otherwise decided by theJESB. In all cases the Participants' JSF AirSystem procurement requirements will have priorityover procurement requirements of Third Parties.

6.2.6 The requirements and terms and conditions containedin the JESB-approved CPRs (or, in the event a CPRis not generated, the PPRs mutually determined bythe Contracting Agency and the applicableParticipant to be acceptable) will be the subjectof the solicitation package issued to Contractorsin an RFP.

6.3 The personnel of the Participants on whose behalf aContract will be awarded or modified may participate in theprocurement planning process leading to the RFP. This processmay include planning procurement actions involving requirementdefinitions (including development of statements of work andspecifications), acceptance procedures, tentative schedule,establishment of milestones, procurement strategies, andContract development (including terms and conditions).

6.4 The Contracting Officer will endeavor to establishContract sustainment terms and conditions that provideincentives for the Contractor to meet the threshold sustainmentrequirements of all Participants rather than the thresholdsustainment requirements of an individual Participant.

6.5 The Contracting Officer will use best efforts to negotiatefor the procurement of requirements contained in the RFP. AParticipant will be consulted in the event that the Contracting

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Officer is unable to . obtain that Participant's requirements asdelineated in the RFP. In such event, a Participant may haveits requirements deleted from the proposed RFP or may requestmodification of its requirements as stated in the RFP. Themodified or deleted requirements will be documented in arevision to the Participant's PPR, and the Contracting Officerwill use best efforts to negotiate the inclusion of the modifiedrequirements.

6.6 The personnel of the Participants on whose behalf aContract will be awarded or modified will be permitted toparticipate in proposal evaluations. They also will bepermitted to participate in Contract negotiations at thediscretion of the Contracting Officer or Contracting Agency,depending upon the national laws and regulations governing theContracting Agency. To facilitate review of a proposal for arequirement of a Participant, the Participant on whose behalf aContract will be awarded or modified will be permitted torequest cost and pricing data. The Participant will receivesuch cost and pricing data, unless it is proprietary to aContractor or subcontractor. If requested, the ContractingOfficer will use best efforts to obtain the written consent ofthat Contractor or subcontractor to provide such proprietarydata to the Participant.

6.7 Prior to Contract award, the personnel of the Participantson whose behalf a Contract will be awarded will be permitted toreview the proposed Contract. Such personnel will be permittedto also review proposed modifications to the Contract. TheContracting Participant will not award such a Contract or awardsuch a modification without the prior approval of the benefitingParticipant to the amount that may become payable by thatParticipant under the Contract or modified Contract. Thebenefiting Participant will have ten of the benefitingParticipant's working days after that Participant's receipt ofthe proposed Contract or proposed modification to give itsapproval, and if such approval has not been received within thedesignated period, the benefiting Participant may, at thediscretion of the Contracting Participant, be considered to havewithdrawn its requirements from the Contract or modification.

6.8 Contracting Officers will insert into prospectiveContracts (and require its Contractors to insert insubcontracts) provisions to satisfy the requirements of thisMOU, including Section VII (Industrial Participation), SectionIX (Disclosure and Use of Project Information), Section X(Controlled Unclassified Information), Section XII (Security),

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Section XIII (Third Party Sales and Transfers), and Section XIX(Amendment, Withdrawal, Termination, Entry into Effect, andDuration), including the export control provisions in accordancewith this MOU, in particular paragraphs 6.10 and 6.11 of thisSection. During the Contracting process, Contracting Officerswill advise Prospective Contractors of their responsibility toimmediately notify the Contracting Agency, before Contractaward, if they are subject to any license or agreement that willrestrict their freedom to disclose Information or permit itsuse. Contracting Officers will also advise ProspectiveContractors to employ their best efforts not to enter into anynew agreement or arrangement that will result in restrictions.

6.9 Contracting Officers will negotiate to obtain the rightsto use and disclose Project Information required by Section IX(Disclosure and Use of Project Information). In the event theContracting Officer is unable to secure adequate rights to useand disclose Project Information as required by Section IX(Disclosure and Use of Project Information), or is notified byContractors or Prospective Contractors of any restrictions onthe disclosure and use of Information, the matter will bereferred to the JESB for resolution.

6.10 Each Participant will legally bind its Contractors to arequirement that the Contractor will not retransfer or otherwiseuse export-controlled Information furnished by anotherParticipant for any purpose other than the purposes authorizedunder this MOU. The Contractor will also be legally bound notto retransfer the export-controlled Information to another •Contractor or subcontractor unless that Contractor orsubcontractor has been legally bound to limit use of theInformation to the purposes authorized under this MOU. Export-controlled Information furnished by one Participant under thisMOU may only be retransferred by another Participant to itsContractors if the legal arrangements required by this paragraphhave been established.

6.11 Each Participant will legally bind its ProspectiveContractors to a requirement that the Prospective Contractorwill not retransfer or otherwise use export-controlledInformation furnished by another Participant for any purposeother than responding to a solicitation issued in furtherance ofthe purposes authorized under this MOU. Prospective Contractorswill not be authorized use for any other purpose if they are notawarded .a Contract. The Prospective Contractors will also belegally bound not to retransfer the export-controlledInformation to a prospective subcontractor unless that

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prospective subcontractor has been legally bound to limit use ofthe export-controlled Information for the purpose of respondingto the solicitation. Export-controlled Information furnished byone Participant under this MOU may only be retransferred byanother Participant to its Prospective Contractors if the legalarrangements required by this paragraph have been established.Upon request by the furnishing Participant, the receivingParticipant will identify its Prospective Contractors andprospective subcontractors receiving such export-controlledInformation.

6.12 The Contracting Agency will, upon request from aParticipant on whose behalf a Contract has been awarded,terminate the portion of the Contract relating to therequirements of .that Participant. The Participant requestingsuch termination will be responsible for all Contract costs forsuch termination that would not have been incurred but for itsrequest to terminate.

6.13 The personnel of the Participants on whose behalf aContract has been awarded may participate in Contractadministration as . determined in writing by the ContractingOfficer. In addition, such personnel may participate inacceptance procedures for major articles acquired on theirbehalf, subject to national disclosure policies. Designation ofmajor articles will be made during the procurement planningprocess in accordance with paragraph 6.3.

6.14 During Contract administration, the JSF PEO will ensurethat he is immediately advised of any cost growth, schedulechange, or performance problems (including problems identifiedby a Participant) of any Contractor, as well as the intendedmeasures for managing and resolving such issues, including anycontemplated Contract terminations, in the best interest of allaffected Participants. The JSF PEO will keep the NationalDeputies advised of the foregoing Information and will advisethe JESS of all major issues (including proposed Contractterminations). The Contracting Officer will act in the bestinterests of all affected Participants in Contractadministration decisions.

6.15 Participants on whose behalf a Contract has been awardedmay provide written award or incentive fee recommendations tothe award fee board, in accordance with the applicableContracting Agency's award or incentive fee process andprocedures, regarding the level of Contractor achievementrelated to their articles and services that have been placed on

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Contract on an incentive or award fee basis. Representatives ofthe Participants may be members of an award fee board when theaward fee under discussion only addresses the uniquerequirements of the applicable Participants. Participants mayobserve award or incentive fee deliberations for Contracts thatrelate to their common or Partially Common requirements.

6.16 When contracting on behalf of the other Participants, aContracting Participant will protect the interests of the otherParticipants. The Contracting Participant will investigate, ina timely manner, concerns that a Contractor is not meetingcontractual requirements, and, upon verification of the validityof such concerns, will pursue contractual remedies and utilizeContract disputes processes to the same extent as thatContracting Participant would in protecting its own interests.The Contracting Participant will keep the affected Participantsinformed during this process and will take their views into fullconsideration.

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SECTION VII

INDUSTRIAL PARTICIPATION

7.1 The Participants, through their Contracting Agencies, willrequire their Contractors to select subcontractors (which termincludes subcontractors from all of the Participants' nations)on a competitive, Best Value basis to the maximum practical •extent consistent with the objectives and requirements of theContracts and this MOU.

7.2 Contracts for the Project will require, subject to theprinciples in paragraph 7.1 of this Section, that Contractorsand subcontractors will actively pursue Best Value solutionswith the Participants' industries for the production,sustainment, and follow-on development requirements.

7.3 The Participants acknowledge that, subject to thesubmission of Best Value offers, industries that are in thenations of Participants procuring JSF Air Systems under this MOUand that were awarded SDD subcontracts will normally also beawarded subcontracts for low rate initial production and fullrate production work, as well as for related sustainment andfollow-on development work.

7.4 The Participants will require their Contractors to makegood faith efforts, when conducting subcontracting competitions,to furnish timely notification of such competitions to qualifiedsources in each of the Participant's nations that are known tothe Contractors. The Participants will also require theirContractors to implement a transparent industrial participationprocess as well as visibility into the results of subcontractingcompetitions upon request.

7.5 In order to ensure that industrial opportunities are opento industry in all of the Participants' nations, theParticipants will use their best efforts and encourage theirContractors to use their best efforts, to address export controlissues in a timely manner that promotes the maximum degree ofindustrial cooperation among the Participants' nations,consistent with their national laws and regulations.

7.6 No requirement will be imposed by any Participant for worksharing or other industrial or commercial compensation inconnection with this MOU that is not in accordance with this

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MOU. However, this will not prevent the Participants'industries from establishing arrangements with JSF Contractorsregarding work outside the scope of work of this MOU.

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SECTION VIII

PROJECT EQUIPMENT AND JOINTLY ACQUIRED EQUIPMENT

8.1 Each Participant may provide Project Equipment identifiedas being necessary for executing this MOU to anotherParticipant. Project Equipment will remain the property of theproviding Participant. A list of all Project Equipment providedby one Participant to another Participant will be developed andmaintained by the JSF Program Office.

8.2 The receiving Participant will maintain any such ProjectEquipment in good order, repair, and operable condition. Unlessthe providing Participant has authorized the Project Equipment

•to be expended or otherwise consumed without reimbursement tothe providing Participant, the receiving Participant will returnthe Project Equipment to the providing Participant in as goodcondition as received, normal wear and tear excepted, or returnthe Project Equipment and pay the cost to restore it. If theProject Equipment is damaged beyond economical repair, thereceiving Participant will return the Project Equipment to theproviding Participant (unless otherwise specified in writing bythe providing Participant) and pay the replacement value, whichwill be computed pursuant to the providing Participant'snational laws and regulations. If the Project Equipment is lostwhile in the custody of the receiving Participant, the receivingParticipant will issue a certificate of loss to the providingParticipant and pay the replacement value.

8.3 . The providing Participant will deliver Project Equipmentto the receiving Participant at a mutually determined location.Possession of the Project Equipment will pass from the providingParticipant to the receiving Participant at the time of receiptof the Project Equipment. Any further transportation is theresponsibility of the receiving Participant.

8.4 All Project Equipment that is transferred will be used bythe receiving Participant only for the purposes of carrying outthis MOU, unless otherwise consented to in writing by theproviding Participant. In addition, in accordance with SectionXIII (Third Party Sales and Transfers) Project Equipment willnot be re-transferred to a Third Party without the prior writtenconsent of the providing Participant.

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8.5 Project Equipment transferred to one Participant underthis MOU will be returned to the providing Participant prior tothe termination or expiration of this MOU.

8.6 Any Jointly Acquired Equipment will be disposed of duringthis Project or when the Project ceases, as mutually determinedby the JESB representatives of the directly affectedParticipants.

8.7 Subject to the mutual determination of the U.S. DoD and anon-U.S. DoD Participant, legal title and possession of toolingthat is funded solely by one non-U.S. DoD Participant for itsunique requirements will be transferred to that Participant.

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SECTION IX

DISCLOSURE AND USE OF PROJECT INFORMATION

9.1 General

9.1.1 The Participants recognize that successfulcollaboration depends on exchange of Informationnecessary for carrying out this Project. TheParticipants intend to acquire and exchangesufficient Project Information and rights to usesuch Information to enable the production,sustainment, and follow-on development of thethree-variant family of the JSF Air System. Thenature and amount of Project Information to beacquired will be consistent with the objectivesstated in Section II (Objectives) and Section III(Scope of Work).

9.1.2 The following export control provisions will applyto the transfer of Project Information:

9.1.2.1 Transfer of Project Information will beconsistent with the furnishing Participant'sapplicable export control laws andregulations. Unless otherwise restricted byduly authorized officials of the furnishingParticipant at the time of transfer toanother Participant, all export-controlledInformation furnished by that Participant toanother Participant may be retransferred tothe other Participant's Contractors,subcontractors, Prospective Contractors, andprospective subcontractors, subject to therequirements of paragraphs 6.10 and 6.11 ofSection VI (Contracting Provisions).Export-controlled Information may befurnished by Contractors, subcontractors,Prospective Contractors, and prospectivesubcontractors of one Participant's nationto the Contractors, subcontractors,Prospective Contractors, and prospectivesubcontractors of another Participant'snation pursuant to this MOU subject to theconditions established in licenses or otherapprovals issued by the Government of the

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former Participant in accordance with itsapplicable export control laws andregulations.

9.1.2.2 If a Participant finds it necessary toexercise a restriction on the retransfer ofexport-controlled Information as set out inparagraph 9.1.2.1 of Section IX (Disclosureand Use of Project Information), it willpromptly inform the other Participants. Ifa restriction is then exercised and anaffected Participant objects, thatParticipant's JESB representative willpromptly notify the other Participants' JESBrepresentatives and they will immediatelyconsult in order to discuss ways to resolvesuch issues or mitigate any adverse effects.

9.1.2.3 Notwithstanding the provisions of this MOUthat relate to the protection ofInformation, particularly Section IX(Disclosure and Use of Project Information),Section X (Controlled UnclassifiedInformation), Section XII (Security), andSection XIII (Third Party Sales andTransfers), the specific export controlprovisions set out in Section VI(Contracting Provisions) and this Sectionwill not apply to transfers of Informationamongst non-U.S. DoD Participants where suchexchanges do not include U.S. export-controlled Information.

9.1.3 Notwithstanding any other provision in thissection, disclosure of Project Information willonly be in accordance with the Participants'respective national disclosure policies. TheParticipants will use their best efforts tomaximize disclosure of Project Information underthis MOU within national disclosure policies.

9.1.4 The Participants will use their best efforts toensure that, within the constraints of nationaldisclosure policies, each Participant will be ableto access and use (or have used on its behalf),without charge, for JSF Purposes the commonsustainment Information in ALIS that is needed by

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that Participant's operators and training andmaintenance personnel for the support of thatParticipant's JSF Air Systems. Accordingly, theParticipants will use their best efforts to avoidincluding in ALIS any such Information that issubject to Intellectual Property use rightsrestrictions, when those restrictions would limitthe ALIS access and use rights otherwise intendedto be provided to the Participants pursuant to thisparagraph, to the extent that such efforts do notadversely affect the functionality of ALIS.

9.1.5 Notwithstanding paragraphs 9.2, 9.4, and 9.5 ofthis Section, and except as provided in paragraph2.1.3 of Annex D (Sustainment), if an effort underthis MOU is for the unique requirements of aParticipant, or for Partially Common requirements,the following will apply:

9.1.5.1 Subject to paragraph 9.1.5.3 of thisSection, only the Participant orParticipants funding that effort willreceive the Project Foreground Informationgenerated in that effort. Such aParticipant or Participants may use or haveused such Project Foreground Information forJSF Purposes, subject to any greater rightsthat a Participant or Participants may haveas a result of that Participant's orParticipants' generation of thatInformation, or as a result of thatParticipant's or Participants' placingContracts for that Information that providethe Contracting Participant with greaterrights.

9.1.5.2 Subject to paragraph 9.1.5.3 of thisSection, only the Participant orParticipants funding that effort willreceive the Contractor Project BackgroundInformation delivered under Contractsawarded for that effort. Such a Participantor Participants may use or have used suchInformation for JSF Purposes, subject to anyrestrictions by holders of IntellectualProperty rights.

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9.1.5.3 In order to carry out the Projecteffectively (to include maintainingconfiguration control and interoperability),the U.S. DoD will receive, and may use orhave used, for Project purposes, all ProjectForeground Information generated under thisMOU for the unique or Partially Commonrequirements of any other Participant orParticipants. It will also receive allContractor Project Background Informationdelivered under Contracts awarded for theunique or Partially Common requirements ofany other Participant or Participants, andmay use or have used that Information forProject purposes, subject to anyrestrictions by holders of IntellectualProperty rights. Participants other thanthe U.S. DoD and the Participants for whomthe Information described in this paragraphwas generated or delivered may, uponrequest, receive and use such Informationfor the purposes of interoperability,Project management, and configurationcontrol, subject to the prior writtenconsent of the U.S. DoD and the Participantsfor whom the Information was generated ordelivered.

9.1.6 The Participants recognize that the majority of theProject Foreground Information will be providedelectronically. The Participants will have timelyaccess to such electronic data to the extentconsistent with paragraph 9.1.3 of this Section.

9.1.7 A Participant may use the following Informationprovided to it under the JSF SDD Framework MOU forthe following purposes under this JSF PSFD MOU:Government Project Foreground Information andContractor Project Foreground Information, forProject purposes; and Contractor Project BackgroundInformation delivered under Contracts awarded underthe JSF SDD Framework MOU, for Project purposes,subject to any restrictions by holders ofIntellectual Property rights. However, if aParticipant has greater rights of use to suchInformation under the JSF SDD Framework MOU or its

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Supplement to that MOU, that Participant willretain its greater rights of use.

9.2 Government Project Foreground Information

9.2.1 Disclosure: All Project Foreground Informationgenerated by a Participant's military or civilianemployees (hereinafter referred to as "GovernmentProject.Foreground Information") will be disclosedpromptly and without charge to the Participants.

9.2.2 Use: The Participants may use or have used allGovernment Project Foreground Information withoutcharge for JSF Purposes. The Participantgenerating Government Project ForegroundInformation will also retain all its rights of usethereto. Any sale or other transfer to a ThirdParty will (be subject to the provisions of SectionXIII (Third Party Sales and Transfers) of this MOU.

9.3 Government Project Background Information

9.3.1 Disclosure: Each Participant, upon request, willdisclose promptly and without charge to therequesting Participant any relevant GovernmentProject Background Information generated by itsmilitary or civilian employees, provided that:

9.3.1.1 Such Government Project BackgroundInformation is necessary to or useful in theProject, with the Participant in possessionof the Information determining, afterconsultation with the requestingParticipant, whether it is "necessary to" or"useful in" the Project;

9.3.1.2 Such Government Project BackgroundInformation may be made available only ifthe rights of holders of Intellectual •Property rights are not infringed;

9:3.1.3 Disclosure is consistent with nationaldisclosure policies and regulations of thefurnishing Participant; and

9.3.1.4 Any disclosure or transfer of suchGovernment Project Background Information to

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Contractors is consistent with thefurnishing Participant's export control lawsand regulations.

9.3.2 Use: Government Project Background Informationfurnished by one Participant to the requestingParticipant may be used without charge by or forthe requesting Participant for Project purposes.However, subject to Intellectual Property rightsheld by entities other than the Participants, suchGovernment Project Background Information may beused for JSF Purposes by the requestingParticipant, without charge, when such Informationis necessary for the use of Project ForegroundInformation. The furnishing Participant, inconsultation with the other Participant, willdetermine whether the Government Project BackgroundInformation is necessary for the use of ProjectForeground Information. The furnishing Participantwill retain all its rights with respect to suchGovernment Project Background Information.

9.4 Contractor Project Foreground Information

9.4.1 Disclosure: Project Foreground Informationgenerated and delivered by Contractors (hereinafterreferred to as "Contractor Project ForegroundInformation"), will be disclosed promptly andwithout charge to the Participants. ProjectForeground Information generated by a Contractor,but not delivered, will be made available upon therequest of the Participants at the cost of theInformation's conversion into the prescribed formand the cost of reproduction and delivery inaccordance with the terms of the applicableContract.

9.4.2 Use: The Participants may use or have used withoutcharge for JSF Purposes all Contractor ProjectForeground Information generated and delivered byContractors of the Participants. The Participantwhose Contractors generate and deliver ContractorProject Foreground Information will also retain allits rights of use thereto in accordance with theapplicable Contract(s). Any sale or other transferto a Third Party of Contractor Project ForegroundInformation will be subject to the provisions of

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Section XIII (Third Party Sales and Transfers) ofthis MOU.

9.5. Contractor Project Background Information

9.5.1 Disclosure: A Contracting Participant will makeavailable to the other Participants promptly andwithout charge all Project Background Informationgenerated by Contractors which is delivered underContracts awarded in accordance with this MOU. Anyother Project Background Information which isgenerated by Contractors and which is in thepossession of one Participant will be madeavailable promptly and without charge to anotherParticipant, upon its request, provided thefollowing conditions are met:

9.5.1.1

9.5.1.2

9.5.1.3

9.5.1.4

Such Contractor Project BackgroundInformation is necessary to or useful in theProject, with the Participant in possessionof the Information determining, afterconsultation with the requestingParticipant, whether it is "necessary to" or"useful in" the Project;

Such Contractor Project BackgroundInformation may be made available only ifthe rights of holders of IntellectualProperty rights are not infringed;

Disclosure is consistent with nationaldisclosure policies and regulations of thefurnishing Participant; and

Any disclosure or transfer of suchContractor Project Background Information toContractors is consistent with thefurnishing Participant's export control lawsand regulations.

9 5.2 Use: All Project Background Information deliveredby Contractors under Contracts awarded inaccordance with this MOU may be used by or for thereceiving Participants, without charge, for JSFPurposes, subject to any restrictions by holders ofIntellectual Property rights other than theParticipants. Any other Project Background

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Information furnished by one Participant'sContractors and disclosed to a requestingParticipant may be used without charge by therequesting Participant for Project purposes,subject to any restrictions by holders ofIntellectual Property rights other than theParticipants; also, when necessary for the use ofProject Foreground Information, such otherContractor Project Background Information may beused by the requesting Participant for JSFPurposes, subject to such fair and reasonable termsas may be necessary to be arranged with theContractor. The furnishing Participant, inconsultation with the requesting Participant, willdetermine whether such other Contractor ProjectBackground Information is necessary for the use ofProject Foreground Information. The furnishingParticipant will retain all its rights with respectto Contractor Project Background Information.

9.6 Alternative Uses of Project Information

9.6.1 The prior written consent of the U.S. Governmentwill be required for the use of Project ForegroundInformation by the other Participants for purposesother than those provided for in paragraphs9.1.5.1, 9.2.2 and 9.4.2 of this Section. Prior tothe issuance of any such consent in the case ofProject Foreground Information generated for thecommon or Partially Common requirements of theParticipants, the JSF/ID Director will consult withthe National Deputies of the Participants thatfunded the generation of that Information.

9.6.2 Any Project Background Information provided by oneParticipant will te used by the other Participantsonly for the purposes set forth in this MOU, unlessotherwise consented to in writing by the providingParticipant.

9.7 Proprietary Project Information

9.7.1 All Project Information that is subject todisclosure and'use restrictions with respect toIntellectual Property rights will be identified andmarked, and it will be handled as ControlledUnclassified Information or as Classified

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Information, depending on its securityclassification.

9.7.2 For NATO member Participants, the provisions of theNATO Agreement on the Communication of TechnicalInformation for Defense Purposes, done at Brusselson 19 October 1970, and the Implementing Proceduresfor the NATO Agreement on the Communication ofTechnical Information for Defense Purposes,approved by the North Atlantic Council on 1 January1971 (or any successor agreement and procedures)will apply to Project Information that is subjectto Intellectual Property ri ghts. The AustralianDoD consents to the insertion of provisions in thePSI that are no less stringent than the NATOAgreement on the Communication of TechnicalInformation for Defense Purposes, done at Brusselson 19 October 1970, and the Implementing Proceduresfor the NATO Agreement on the Communication ofTechnical Information for Defense Purposes,approved by the North Atlantic Council on 1 January1971. As to the Australian DoD, in the event of aninconsistency between the PSI and the NATOagreement, the PSI will prevail.

9.8 Patents

9.8.1 Each Participant will include in all its Contractsfor the Project a provision governing thedisposition of rights in regard to ProjectInventions and Patent rights relating thereto,which either:

9.8.1.1 Provides that the Participant will holdtitle to all such Project Inventionstogether with the right to make Patentapplications for the same, free ofencumbrance from the Contractor concerned;or

9.8.1.2 Provides that the Contractor will hold title(or may elect to retain title) for suchProject Inventions together with the rightto make Patent applications for the same,while securing for the Participants alicense for the Project Inventions, and any

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Patents thereto, on terms in compliance withthe provisions of paragraph 9.8.2 below.

9.8.2 In the event that a Contractor owns title (orelects to retain title) to any Project Invention,the Contracting Participant will secure for theother Participants non-exclusive, irrevocable,royalty-free licenses under all Patents secured forthat invention, to practice or have practiced thepatented Project Invention throughout the world forJSF Purposes.

9.8.3 The provisions of subparagraphs 9.8.4 through 9.8.7below will apply in regard to Patent rights for allProject Inventions made by the Participants'military or civilian employees, including thosewithin Government-owned facilities, and for allProject Inventions made by Contractors for whichthe Contracting Participant holds title or isentitled to acquire title.

9.8..4 Where a Participant has or can secure the right tofile a Patent application with regard to a ProjectInvention, that Participant will consult with theother Participants regarding the filing of suchPatent application. The Participant that has orreceives title to such Project Invention will, inother countries, file, cause to be filed, orprovide the other Participants with the opportunityto file on behalf of the Participant holding title,Patent applications covering that ProjectInvention. A Participant will immediately notifyother Participants that a Patent application hasbeen filed. If a Participant, having filed orcaused to be filed a Patent application, abandonsprosecution of the application or ceasesmaintaining the Patent granted or issued on theapplication, that Participant will notify the otherParticipants of that decision and permit the otherParticipants to continue the prosecution ormaintain the Patent as the case may be.

9.8.5 Each Participant will be furnished with copies ofPatent applications filed and Patents granted withregard to Project Inventions.

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9.8.6 Each Participant will grant to the otherParticipants a non-exclusive, irrevocable, royalty-free license under its Patents for ProjectInventions, to practice or have practiced theProject Invention throughout the world for JSFPurposes.

9.8.7 For NATO member Participants, Patent applicationsto be filed, or assertions of other IntellectualProperty rights, under this MOU that containClassified Information will be protected andsafeguarded in a manner no less stringent than therequirements contained in the NATO Agreement forthe Mutual Safeguarding of Secrecy of InventionsRelating to Defence and for Which Applications forPatents Have Been Made, done in Paris on 21September 1960, and its Implementing Procedures(or any successor agreement and procedures). TheAustralian DoD consents to the insertion ofprovisions in the PSI that are no less stringentthan the NATO Agreement for the Mutual Safeguardingof Secrecy of Inventions Relating to Defence andfor Which Applications for Patents Have Been Made,done in Paris on 21 September 1960, and itsImplementing Procedures. As to the Australian DoD,in the event of , an inconsistency between the PSIand the NATO agreement, the PSI will prevail.

9.9 Intellectual Property Infringement Claims

9.9.1 Each Participant will notify the other Participantsof any Intellectual Property infringement claimsbrought against that Participant arising in thecourse of work performed under the Project onbehalf of one or more of the other Participants.Insofar as possible, the other applicableParticipants will provide Information available tothem that may assist in defending such claims.Each Participant will be responsible for handlingsuch Intellectual Property infringement claimsbrought against it, and will consult with the otherParticipants during the handling, and prior to anysettlement, of such claims. The Participants willshare the costs of resolving such IntellectualProperty infringement claims in proportion to theirfinancial contributions for that work specified inSection V (Financial Provisions). The Participants

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will, as permitted by their national laws,regulations, and practices, give theirauthorization and consent for all use andmanufacture in the course of work performed underthe Project of any invention covered by Patent, oras determined to be necessary for work under theProject, authorization and consent for Non-commercial copyright, granted or otherwise providedby their respective countries.

SECTION X

CONTROLLED UNCLASSIFIED INFORMATION

10.1 Except as otherwise provided in this MOU or as authorizedin writing by the originating Participant, ControlledUnclassified Information provided or generated pursuant to thisMOU will be controlled as follows:

10.1.1 Such Information will be used only for the purposesauthorized for use of Project Information asspecified in Section IX (Disclosure and Use ofProject Information).

10.1.2 Access to such Information will be limited topersonnel whose access is necessary for thepermitted use under subparagraph 10.1.1 of thisSection, and will be subject to the provisions ofSection XIII (Third Party Sales and Transfers).

10.1.3 Each Participant will take all appropriate lawfulsteps, which may include national classification,available to it to keep such Information free fromfurther disclosure (including requests under anylegislative provisions), except as provided insubparagraph 10.1.2 of this Section, unless theoriginating Participant consents to suchdisclosure. In the event of unauthorizeddisclosure, or if it becomes probable that theInformation may have to be further disclosed underany legislative provision, immediate notificationwill be given to the originating Participant.

10.2 To assist in providing the appropriate controls, theoriginating Participant will ensure that Controlled UnclassifiedInformation is appropriately marked to ensure its "inconfidence" nature. The Participants' export-controlledInformation will be marked in accordance with the applicableParticipant's export control markings as documented in theProject Security Instruction (PSI). The Participants will alsodecide, in advance and in writing, on the markings to be placedon any other types of Controlled Unclassified Information anddescribe such markings in the PSI.

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10.3 Controlled Unclassified Information provided or generatedpursuant to this MOU will be handled in a manner that ensurescontrol as provided for in paragraph 10.1 of this Section.

10.4 Prior to authorizing the release of ControlledUnclassified Information to Contractors, the Participants willensure the Contractors are legally bound to control suchInformation in accordance with the provisions of this Section.

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SECTION XI

VISITS TO ESTABLISHMENTS

11.1 Each Participant will permit visits to its Governmentestablishments, agencies and laboratories, and Contractorindustrial facilities by employees of another Participant or byemployees of another Participant's Contractor(s), provided thatthe visit is authorized by the Participants involved in thevisit and the employees have any necessary and appropriatesecurity clearances and a need-to-know.

11.2 All visiting personnel will be required to comply withsecurity regulations of the hosting Participant. AnyInformation disclosed or made available to visitors will betreated as if supplied to the Participant sponsoring thevisiting personnel, and will be subject to the provisions ofthis MOU.

11.3 Requests for visits by personnel of one Participant to afacility of another Participant will be coordinated throughofficial channels, and will conform with the established visitprocedures of the host country. Requests for visits will bearthe name of the Project.

11.4 Lists of personnel of each Participant required to visit,on a continuing basis, facilities of another Participant will besubmitted through official channels in accordance with recurringinternational visit procedures.

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SECTION XII

SECURITY

12.1 All Classified Information provided or generated pursuantto this MOU will be used, stored, handled, transmitted, andsafeguarded in accordance with bilateral or multilateralsecurity agreements between the Participants.

12.2 Classified Information will be transferred only throughofficial Government-to-Government channels or through channelsapproved by the NSAs/DSAs of the Participants. Such ClassifiedInformation will bear the level of classification, denote thecountry of origin, the provisions of release, and the fact thatthe Information relates to this MOU. Each Participant will takesteps to facilitate the transfer of such Classified Informationin a timely manner.

12.3 Each Participant will take all appropriate lawful stepsavailable to it to ensure that Classified Information providedor generated pursuant to this MOU is protected from furtherdisclostire, except as permitted by paragraph 12.8 of thisSection, unless the other Participants consent to suchdisclosure. Accordingly, each Participant will ensure that:

12.3.1 The recipient will not release the ClassifiedInformation to any Government, national,organization, or other entity of a Third Partyexcept as permitted under the procedures detailedin Section XIII (Third Party Sales and Transfers).

12.3.2 The recipient will not use the ClassifiedInformation for other than the purposes providedfor in this MOU.

12.3.3 The recipient will comply with any distribution andaccess restrictions on Classified Information thatis provided under this MOU.

12.4 The Participants will investigate all cases in which it isknown or where there are grounds for. suspecting that ClassifiedInformation provided or generated pursuant to this MOU has beenlost or disclosed to unauthorized persons. Each Participantalso will promptly and fully inform the other Participants ofthe details of any such occurrences, and of the final results of

67

the investigation and of the corrective action taken to precluderecurrences.

12.5 The Director, JSF/ID will prepare a PSI and a CG for theProject. The PSI and the CG will describe the methods by whichProject Information will be classified, marked, used,transmitted, and safeguarded (including, but not limited to, theJSF Program Office request for Information process), and willrequire that the markings for all export-controlled Classifiedand Controlled Unclassified Information will include theapplicable export control markings identified in the PSI inaccordance with paragraph 10.2 of Section X (ControlledUnclassified Information). The PSI and CG will be developed bythe Director, JSF/ID within three months after this MOU entersinto effect. They will be reviewed and forwarded to theParticipants' NSAs/DSAs for approval and will be applicable toall Government and Contractor personnel participating in theProject. The CG will be subject to regular review and revisionwith the aim of downgrading the classification whenever this isappropriate. The PSI and the CG will be approved by theappropriate NSAs/DSAs prior to the transfer of any ClassifiedInformation or Controlled Unclassified Information.

12.6 The NSAs/DSAs of the Participant in which a classifiedContract is awarded will assume responsibility for administeringwithin its territory security measures for the protection of theClassified Information, in accordance with its laws andregulations. Prior to the release to a Contractor, ProspectiveContractor, or subcontractor of any Classified Informationreceived under this MOU, the NSAs/DSAs will:

12.6.1 Ensure that such Contractor, Prospective Contractoror subcontractor and their facility(ies) have thecapability to protect the Classified Informationadequately.

12.6.2 Grant a security clearance to the facility(ies), ifappropriate.

12.6.3 Grant a security clearance for all personnel whoseduties require access to Classified Information, ifappropriate.

12.6.4 Ensure that all persons having access to theClassified Information are informed of theirresponsibilities to protect the Classified

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Information in accordance with national securitylaws and regulations, and provisions of this MOU.

12.6.5 Carry out periodic security inspections of clearedfacilities to ensure that the ClassifiedInformation is properly protected.

12.6.6 Ensure that access to the Classified Information,islimited to those persons who have a need-to-knowfor purposes of the MOU.

12.7 Contractors, Prospective Contractors, or subcontractorswhich are determined by NSAs/DSAs to be under financial,administrative, policy or management control of nationals orentities of a Third Party, may participate in a Contract orsubcontract requiring access to Classified Information providedor generated pursuant to this MOU only when enforceable measuresare in effect to ensure that nationals or other entities of aThird Party will not have access to Classified Information. Ifenforceable measures are not in effect to preclude access bynationals or other entities of a Third Party, the otherParticipants will be consulted for approval prior to permittingsuch access.

12.8 For any facility wherein Classified Information is to beused, the responsible Participant or Contractor will approve theappointment of a person or persons to exercise effectively theresponsibilities for safeguarding at such facility theInformation pertaining to this MOU. These officials will beresponsible for limiting access to Classified Informationinvolved in this MOU to those persons who have been properlyapproved for access and have a need-to-know.

12.9 Each Participant will ensure that access to the ClassifiedInformation is limited to those persons who possess requisitesecurity clearances and have a specific need for access to theClassified Information in order to participate in the Project.

12.10 Information provided or generated pursuant to this MOU maybe classified as high as TOP SECRET. The U.S. DoD may enterinto bilateral classified MOU Supplements with the otherParticipants, as necessary, in order to address necessarysecurity measures and other bilateral issues. The existence ofthis MOU is UNCLASSIFIED and the contents are UNCLASSIFIED.

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SECTION XIII

THIRD PARTY SALES AND TRANSFERS

13.1 Subject to paragraph 13.3 of this Section, the U.S.Government will not sell, transfer title to, disclose, ortransfer possession of Project Foreground Information, JointlyAcquired Equipment, or any item produced either wholly or inpart from Project Foreground Information to any Third Partywithout prior consultation with the Governments of the otherParticipants. Furthermore, the U.S. Government will not permitany such sale, disclosure, or transfer, including by the ownerof the item, without prior consultation with the Governments ofthe other Participants. The U.S. Government recognizes that itis important to the other Participants that U.S. Governmentdecisions on such potential sales, disclosures, and transferstake into account the views on security matters held by theother Participants. The U.S. Government also recognizes thatsales, disclosures, or other transfers described in thisparagraph will be made only if the Government of the intendedrecipient consents in writing that it will:

13.1.1 Not retransfer, or permit the further retransferof, any equipment or Information provided; and

13.1.2 Use, or permit the use of, the equipment orInformation provided only for the purposes forwhich such equipment or Information is furnished.

13.2 Subject to paragraph 13.3 of this Section, the otherParticipants, individually and collectively, will not sell,transfer title to, disclose, or transfer possession of ProjectForeground Information, Jointly Acquired Equipment, or any itemproduced wholly or in part from Project Foreground Informationto any Third Party without the prior written consent of the U.S.Government. Furthermore, the other Participants will not permitany such sales, disclosure, or transfer by others, including theowner of the item, without the prior written consent of the U.S.Government. The other Participants recognize that sales,disclosures, or other transfers described in this paragraph willbe authorized only if the Government of the intended recipientconsents in writing that it will:

13.2.1 Not retransfer or permit the further retransfer ofany equipment or Information provided; and

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13.2.2 Use, or permit the use of, the equipment orInformation provided only for the purposes forwhich such equipment or Information is furnished.

13.3 In the case of Project Foreground Information that iswholly funded by a Participant other than the U.S. DoD ("fundingParticipant") for its unique requirements or any item that isproduced from such Project Foreground Information, theParticipants (including the U.S. DoD) will not sell, transfertitle to, disclose, or transfer possession of such ProjectForeground Information or any item produced from such ProjectForeground Information to any Third Party without the priorwritten consent of the U.S. Government and the Government of thefunding Participant. Furthermore, the Participants (includingthe U.S. DoD) will not permit any such sale, disclosure, ortransfer, including by the owner of the item, without the priorconsent of the U.S. Government and the Government of the fundingParticipant. The Participants (including the U.S. DoD)recognize that sales, disclosures, or other transfers describedin this paragraph will be made only if the Government of theintended recipient consents in writing that it will:

13.3.1 Not retransfer or permit the further retransfer ofany equipment or Information provided; and

13.3.2 Use, or permit the use of, the equipment orInformation provided only for the purposes forwhich such equipment or Information is furnished.

13.4 Each Participant will retain its right to sell, transfertitle to, disclose, or transfer possession of its ProjectBackground Information, provided it does not include any ProjectForeground Information or Project Background Information of theother Participants.

13.5 A Participant will not sell, transfer title to, disclose,or transfer possession of Project Background Information orProject Equipment provided by another Participant to any ThirdParty without the prior written consent of the Government of theParticipant that provided such, equipment or Information. Theproviding Participant's Government will be solely responsiblefor authorizing such transfers and, as applicable, specifyingthe method and conditions for implementing such transfers.

13.6 A Participant's consent to Third Party sales and transfersof Project Foreground Information, Jointly Acquired Equipment,or any item produced either wholly or in part from Project

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Foreground Information will be subject to its foreign policy,national security considerations, and national laws,regulations, and policies.

13.7 The Participants anticipate that other governments maywish to buy JSF Air Systems. Consistent with Section VII(Industrial Participation), the Participants recognize theadvantages of their respective nations' industries workingtogether to provide such JSF Air Systems for sale to othergovernments.

13.8 Sales and other transfers by a Participant or a Contractorto Third Parties of equipment cooperatively developed as acommon or Partially Common effort under the JSF Program mayattract a levy to be shared among the Participants whocontributed to those efforts ("contributing Participants") inaccordance with the following provisions and the procedurescontained in the FMPD:

13.8.1 Prior to any such sale or other transfer, theamount of any levy and the procedures for assessingand distributing such levy will be mutuallydetermined by the contributing Participants and theParticipant who will make (or whose Contractorswill make) the sale or transfer, consistent withthe laws and regulations of each applicableParticipant, using a pro rata recovery methoddescribed in paragraph 13.8.2 of this Section, orin accordance with paragraph 13.8.3 of thisSection, as applicable.

13.8.2 The JSF Program Office, in consultation with U.S.DoD authorities, will determine the totalqualifying non-recurring costs for research anddevelopment (including JSF research and developmentin the Concept Demonstration phase, SystemDevelopment and Demonstration phase, and follow-ondevelopment efforts), and production of theequipment proposed for sale or transfer. Theresearch, development, and production non-recurring costs of such equipment must exceed 50million U.S. dollars to qualify for levy collectionby one Participant or its Contractors for the otherParticipants. Qualifying non-recurring costs forlevy collection will be determined in accordancewith U.S. laws and U.S. DoD regulations concerningrecoupment of non-recurring costs. Once qualifying

72

non-recurring costs have been determined for theequipment proposed for sale or transfer, the JSFProgram Office will divide those total costs by thetotal projected production of that equipment, basedon the projected procurement quantities of thecontributing Participants and Third Parties. UponJESB approval, the resulting figure will constitutethe levy that may be assessed for the equipmentproposed for sale or transfer. Each contributingParticipant's share of that levy will be calculatedby multiplying the levy by the ratio of thecontributing Participant's total qualifying non-recurring costs for research and development, andproduction of the equipment to all of thecontributing Participants' total qualifying non-recurring costs for research and development, andproduction of the equipment.

13.8.3 The provisions of paragraph 13.8.2 of this Sectionwill not apply in those cases in which a non-U.S.DoD Participant or its Contractors collect, onbehalf of other non-U.S. DoD Participants, a levyon equipment developed as a Partially Common effortby non-U.S. DoD Participants. In such cases, thenon-U.S. DoD Participant or its Contractorscollecting the levy and the non-U.S. DoDParticipants that funded the development of theequipment will determine the appropriate recoverymethod and other applicable levy determinationprocesses.

13.9 Sales and other transfers by a Participant or a Contractorto Third Parties of equipment for which the development waswholly funded under the JSF Program by a Participant for itsunique requirements may attract a levy for that Participant, inaccordance with the following provisions and the procedurescontained in the FMPD:

13.9.1 Prior to any such sale or other transfer, theamount of any levy and the procedures for assessingand distributing such levy will be mutuallydetermined by that Participant and the Participantwho will make (or whose Contractors will make) thesale or transfer, consistent with the laws andregulations of both Participants, using a pro ratarecovery method described in paragraph 13.9.2 of

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this Section or in accordance with paragraph 13.9.3of this Section.

13.9.2 For those levy collections made by the U.S DoD orits Contractors on behalf of another Participant,the JSF Program Office, in consultation with U.S.DoD authorities, will determine the totalqualifying non-recurring costs for research anddevelopment, and production of the equipmentproposed for sale or transfer. The research,development, and production non- recurring costs ofsuch equipment must exceed 50 million U.S. dollarsto qualify for such levy collections. Qualifyingnon-recurring costs for levy collection will bedetermined in accordance with U.S. laws and U.S.DoD regulations concerning recoupment of non-recurring costs. Once qualifying non-recurringcosts have been determined for the equipmentproposed for sale or transfer, the JSF ProgramOffice will divide those total costs by the totalprojected production of that equipment, based onthe projected procurement quantities of theParticipant and Third Parties. Upon approval bythe JESB representative of the Participant thatfunded the equipment's development, the resultingfigure will constitute the levy that may beassessed for the equipment proposed for sale ortransfer.

13.9.3 The provisions of paragraph 13.9.2 . of this Sectionwill not apply to those levy collec t ions made by anon-U.S. DoD Participant or its Contractors onbehalf of another non-U.S. DoD Participant. Insuch cases, the non-U.S. DoD Participant or itsContractors collecting the levy and the non-U.S.DoD Participant that funded the development of theequipment will determine the appropriate recoverymethod and other applicable levy determinationprocesses.

13.10 Levies for the equipment addressed in paragraphs 13.8 and13.9 of this Section will be collected for each applicableParticipant in accordance with this Section, but in no eventwill levies continue to be collected for a Participant afterthat Participant's total qualifying non-recurring costs for thatequipment have been recouped. Each Participant making a ThirdParty sale or other transfer of such equipment will be

74

responsible for collecting levies on behalf of the applicableParticipants and will reimburse the applicable Participantsbased on the levies calculated in accordance with this Section.Each Participant will bear that responsibility even if thatParticipant decides to reduce or waive its share of the leviesin accordance with paragraph 13.11. Each Participant willrequire its Contractors (through such appropriate Contracts forthe Project as may be available) to collect levies on behalf ofthe applicable Participants (excluding the U.S. DoD) when thoseContractors make a direct sale or other transfer of equipmentaddressed in paragraph 13.8 or paragraph 13.9 to a Third Party,and to reimburse the applicable Participants based on the leviescalculated in accordance with this Section.

13.11 A Participant may reduce or waive the assessment of itsshare of a levy on any Third Party sale or transfer.

13.12 The Participants acknowledge that U.S. Government ForeignMilitary Financing funds may not be used to pay levies on anyThird Party sales or transfers of equipment developed under theJSF Program, and that the Third Party will pay any such levieswith other funds.

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SECTION XIV

LIABILITY AND CLAIMS

14.1 Subject to multilateral and bilateral treaties andagreements of the Participants concerning liability for claims,when applicable, the following provisions will apply regardingliability arising out of, or in connection with, activitiescarried out in the performance of official duty in the executionof this MOU:

14.1.1 With the exception of claims for loss of or damageto Project Equipment, which are addressed inSection VIII (Project Equipment and JointlyAcquired Equipment), each Participant waives allclaims against the other Participants for injury toor death of its military or civilian personnel(which do not include Project Contractors) and fordamage to or loss of its property (including itsinterest in Jointly Acquired Equipment) caused bysuch personnel of another Participant. If,however, such injury, death, damage, or lossresults from reckless acts or reckless omissions,willful misconduct or gross negligence of aParticipant's personnel, the costs of any liabilitywill be borne by that Participant alone.

14.1.2 Claims from any other persons (either individualsor entities) for injury, death, damage or loss ofany kind caused by one of the Participants'personnel will be processed by the most appropriateParticipant, as determined by the Participants.Any costs determined to be owed the claimant willbe borne by the Participants in proportion to theirfinancial contributions, as specified in Section V(Financial Provisions), for the work out of whichthe claim arose. If, however, such liabilityresults from the reckless acts or recklessomissions, willful misconduct or gross negligenceof a Participant's personnel, the costs of anyliability will be borne by that Participant alone.

14.2 If a person or entity, other than the Participants(including their personnel), damages Jointly Acquired Equipment,and the cost of making good such damage is not recoverable fromsuch person or entity, such cost will be borne by the

76

Participants in proportion to their financial contributions, asspecified in Section V (Financial Provisions), for the work forwhich the Jointly Acquired Equipment was obtained.

14.3 Claims arising under any Contract awarded under this MOUwill be resolved in accordance with the provisions of thatContract.

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SECTION XV

PARTICIPATION OF ADDITIONAL NATIONS

15.1 The Participants in the JSF PSFD MOU will be limited tothe signatories of the JSF SDD Framework MOU. The JSF PSFD MOUwill not confer any benefits or impose any requirements upon aJSF SDD Framework MOU signatory until such signatory becomes aParticipant under the JSF PSFD MOU.

15.2 If a signatory of the JSF SDD Framework MOU wishes toaccede to the JSF PSFD MOU twelve months after the latter hasentered into effect in accordance with paragraph 19.9 of SectionXIX (Amendment, Withdrawal, Termination, Entry Into Effect, andDuration), the accession of that signatory will require anamendment to this MOU. Upon its accession, the new Participantto the JSF PSFD MOU will pay its share of the Project costsincurred prior to its accession, calculated in accordance withthe cost sharing arrangements in Section V (FinancialProvisions), and the future contributions of the otherParticipants will be adjusted accordingly.

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SECTION XVI

CUSTOMS DUTIES, TAXES, AND SIMILAR CHARGES

16.1 Customs duties, import and export taxes, and similarcharges will be administered in accordance with eachParticipant's respective laws and regulations. Insofar asexisting national laws and regulations permit, the Participantswill endeavor to ensure that such readily identifiable duties,taxes and similar charges, as well as quantitative or otherrestrictions on imports and exports, are not imposed inconnection with work carried out under this Project.

16.2 Each Participant will use its best efforts to ensure thatcustoms duties, import and export taxes, and similar charges areadministered in a manner favorable to the efficient andeconomical conduct of the work. If any such duties, taxes, orsimilar charges are levied, the Participant in whose countrythey are levied will bear such costs over and above thatParticipant's shared costs of the Project.

16.3 If, in order to apply European Union (EU) regulations, itis necessary to levy duties, then these will be met by the EUmember end recipient. To this end, parts of the components ofthe equipment coming from outside the EU will proceed to theirfinal destination accompanied by the relevant customs documentenabling settlement of duties to take place. The duties will belevied as a cost over and above that Participant's shared costsof the Project.

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SECTION XVII

SETTLEMENT OF DISPUTES

17.1 Disputes among the Participants arising under or relatingto this MOU will be resolved only by consultation among theParticipants and will not be referred to an individual, to anational court, to an international tribunal, or to any otherperson or entity for settlement.

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SECTION XVIII

LANGUAGE

18.1 The working language for the Project will be the Englishlanguage.

18.2 All Project Information generated under this MOU and itsimplementing Contracts and provided by one Participant to theother Participants will be furnished in the English language.

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SECTION XIX

AMENDMENT, WITHDRAWAL, TERMINATION, ENTRY INTO EFFECT, ANDDURATION

19.1 All activities of the Participants under this MOU will becarried out in accordance with their national laws andregulations, including their export control laws andregulations. The responsibilities of the Participants will besubject to the availability of funds for such purposes. Ifavailable funds are not adequate to fulfill a Participant'sresponsibilities, paragraph 5.17 of Section V (FinancialProvisions) will apply.

19.2 Except as otherwise provided herein, this MOU may beamended by the mutual written consent of the Participants.Annex A (Estimated JSF Air Vehicle Procurement Quantities),Annex B (Management Structure), Annex D (Sustainment), Annex E(Follow-on Development Process), and Annex F (EstimatedAllocation of Financial Cost Ceilings) of this MOU may beamended by the written approval of the JESB, provided that anysuch amendment is consistent with the Sections of this MOU.

19.3 This MOU may be terminated at any time upon the writtenconsent of the Participants. In the event the Participantsconsent to terminate this MOU, the Participants will consultprior to the date of termination to ensure termination on themost economical and equitable terms.

19.4 Any Participant may withdraw from this MOU upon 90 dayswritten notification of its intent to withdraw to the otherParticipants. Such notice will be the subject of immediateconsultation by the JESB to decide upon the appropriate courseof action. In the event of such withdrawal, the following rulesapply:

19.4.1 The withdrawing Participant will continueparticipation, financial or otherwise, up to theeffective date of withdrawal.

19.4.2 In accordance with paragraph 5.13 of Section V(Financial Provisions), if a Participant'swithdrawal occurs prior to production LineShutdown, the withdrawing Participant will pay itsshare of the Line Shutdown costs upon itswithdrawal. However, if a Participant withdraws

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prior to any of its Air Vehicle requirements beingplaced on Contract, that Participant will not beresponsible for paying any Line Shutdown costs.

19.4.3 Except as to Contracts awarded on behalf of theParticipants, each Participant will be responsiblefor its own Project-related costs associated withwithdrawing from the Project. For Contractsawarded on behalf of the Participants, thewithdrawing Participant will pay all Contractmodification or termination costs that would not ,otherwise have been incurred but for the decisionto withdraw; in no event, however, will awithdrawing Participant's total financialcontribution, including Contract termination costs,exceed that Participant's total share of theFinancial Cost Ceilings for financial contributionsas established in Section V (Financial Provisions).

19.4.4 All Project Information and rights therein receivedunder the provisions of this MOU prior to thewithdrawal will be retained by the Participants,subject to the provisions of this MOU.

19.5 If a Participant's expenditures reach its maximumcontribution amount in paragraph 5.1 of Section V (FinancialProvisions), that Participant's performance of the workdescribed in Section III (Scope of Work) under this MOU will besuspended based on conditions determined by the JESB until theParticipants have entered into an amendment to the MOU. If theParticipants do not enter into an amendment within twelve monthsof a Participant's suspension, such circumstance will constitutethe automatic withdrawal of that Participant. All ProjectInformation and rights therein received under the provisions ofthis MOU prior to the withdrawal will be retained by theParticipants subject to the provisions of this MOU.

19.6 In the event a Participant withdraws from the JSF SDDFramework MOU, such action will constitute that Participant'sautomatic withdrawal from the JSF PSFD MOU, effective 90 daysafter the Participant's written notification to withdraw fromthe JSF SDD Framework MOU. The terms applicable to voluntarywithdrawal, detailed in paragraph 19.4 of this Section, willapply to an automatic withdrawal.

19.7 If the U.S. DoD withdraws from the JSF PSFD MOU, the U.S.DoD will use its best efforts to provide, under separate

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arrangements, support for the production, sustainment, andfollow-on development of the JSF Air System to the remainingParticipants as long as those Participants require such support.

19.8 The respective benefits and responsibilities of theParticipants regarding Section VIII (Project Equipment andJointly Acquired Equipment), Section IX (Disclosure and Use ofProject Information), Section X (Controlled UnclassifiedInformation), Section XII (Security), Section XIII (Third PartySales and Transfers), Section XIV (Liability and Claims),Section XVII (Settlement of Disputes), and this Section XIX(Amendment, Withdrawal, Termination, Entry into Effect, andDuration) will continue to apply notwithstanding termination of,withdrawal from, or expiration of this MOU.

19.9 This MOU, which consists of nineteen (19) Sections and six(6) Annexes, will enter into effect on December 31, 2006,provided that the U.S DoD and at least one other Participanthave signed the MOU (and in the event that the Undersecretariatfor Defense Industries on Behalf of the Ministry of NationalDefense of the Republic of Turkey is the other Participant,Parliamentary approval has been issued). As to any Participantthat signs the MOU ("subsequent Participant") after it entersinto effect, the Participants who have previously signed the MOUwill have no responsibilities with regard to that subsequentParticipant, and that subsequent Participant will have noresponsibilities or benefits under this MOU, until such time asthe subsequent Participant has signed the MOU, and, in the caseof the Undersecretariat for Defense Industries on Behalf of theMinistry of National Defense of the Republic of Turkey,Parliamentary approval has been issued. If within twelve monthsafter the MOU has entered into effect, all nine Participantshave not signed the MOU, or Republic of Turkey Parliamentaryapproval has not been issued, the Participants who have joinedthe MOU will immediately consult in order to negotiate anamendment to make those changes necessitated by the reduction inParticipants.

19.10 This MOU will remain in effect for forty-five (45) years,and may be extended by the written concurrence of theParticipants.

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r. Brendan Nelson, MP Mr. W.P.D. Elcock

nature Signature

ame Name

The foregoing represents the understandings reached among theDepartment of Defence of Australia, the Minister of NationalDefence of Canada, the Ministry of Defence of Denmark, theMinistry of Defence of the Republic of Italy, the StateSecretary of Defence of the Kingdom of the Netherlands, theMinistry of Defence of the Kingdom of Norway, theUndersecretariat for Defense Industries on behalf of theMinistry of National Defense of the Republic of Turkey, theSecretary of State for Defence of the United Kingdom of GreatBritain and Northern Ireland, and the Secretary of Defense onbehalf of the Department of Defense of the United States ofAmerica.

Signed, in nine (9) copies, by authorized representatives of theParticipants.

FOR THE DEPARTMENT OF DEFENCE FOR THE MINISTER OF NATIONALOF AUK RALIA DEFENCE OF CANADA

Minister for DefenceTitle

December 12, 2006Date

Deputy Ministerof National DefenceTitle

December 11, 2006

Date

Washington, DCLocation

Washington, DCLocation

85

Signature

Mr ees van der Knaapme

THE STADEFENNETHE

E SECRETARY OFOF THE KINGDOM OF THE

S

FOR THE MINISTRY OF DEFENCE FOR THE MINISTRY OF DEFENCEOF DENMARK OF THE REPUBLIC OF ITALY

Signature

Mr. Soren Gade Sen. Giovanni Lorenzo FORCIERIName Name

Minister of Defence I1 Sottosegretario Di StatoTitle Title

February 27, 2007 February 7, 2007

Date

Copenhagen, Denmark

Location

Date

Washington, DC

Location

State Secretary of DefenceTitle

November 14, 2006Date

Washington, DCLocation

FOR THE MINISTRY OF DEFENCEOF THE KINGDOM OF NORWAY

Mrs. Anne-Grete Strom-ErichsenName

Minister of Defence

Title

3f, 2oc Hate

abiO, Location

86

FOR THE SECRETARY OF DEFENSEON BEHALF OF THE DEPARTMENTOF DE ENSE OF THE UNITEDSTA OF AM CA

FOR THE UNDERSECRETARIAT FOR

FOR THE SECRETARY OF STATEDEFENSE INDUSTRIES ON BEHALF

FOR DEFENCE OF THE UNITEDOF THE MINISTRY OF NATIONAL

KINGDOM OF GREAT BRITAIN ANDDEFENSE OF THE REPUBLIC OF

NORTHERN IRELAND

Mr. M. Vecdi Lord Drayson Name

Minister of National DefenseTitle

January 25, 2007Date

Washington, DCLocatiOn

Mr. Gordon EnglandName

Deputy . Secretary of DefenseTitle

November 14, 2006Date

Washington, DCLocation

Name

Minister Defence ProcurementTitle

December 12, 2006

Date

Washington, DC

Location

87

ANNEX A

ESTIMATED JSF AIR VEHICLE PROCUREMENT QUANTITIES

The estimated JSF Air Vehicle procurement quantities of theParticipants are identified in Table A-1.

Table A-1Participants' Estimated JSF Air Vehicle Procurement Quantities(Projected FY of Production Contract Definitization (approximatelytwo years prior to delivery))Participant FY07 FY08 FY09 FY10 FY11 FY12 FY13 FY14 FY15 FY16 FY17 FY18Austialia 0 0 0 2 6 14 15 15 15 15 15 3Canada 0 0 0 0 0 0 0 10 10 10 10 10Denmark 0 0 0 0 0 0 0 8 8 8 8 8Italy 0 0 0 0 0 6 6 14 14 14 14 14Netherlands 0 0 1 2 0 6 10 12 12 12 12 18Norway 0 0 0 0 0 0 0 8 12 12 12 4Turkey 0 0 0 0 0 10 10 ' 10 12 12 10 10UnitedKingdom 0 0 2 3 8 3 2 9 9 12 12 12UnitedStates 5 16 47 56 64 103 135 157 160 160 160 160

Total 5 16 50 63 78 142 178 243 252 255 253 239

Table A-1 -Participants' Estimated JSF Air Vehicle Procurement Quantities(Continued)Participant FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26 FY27 Total % of

TotalAustralia 0 0 0 0 0 0 0 0 0 100 3.2%Canada 10 10 10 0 0 0 0 0 0 80 2.5%Denmark 8 0 0 0 0 0 0 0 0 48 1.5%Italy 12 12 12 12 1 0 0 0 0 131 4.1%Netherlands 0 0 0 0 0 0 0 0 0 85 2.7%Norway 0 0 0 0 0 0 0 0 0 48 1.5%Turkey 10 10 6 0 0 0 0 0 0 100 3.2%UnitedKingdom 12 12 12 12 12 6 0 0 0 138 4.3%UnitedStates 160 160 160 153 148 118 110 110 101 2443 77.0%

Total 212 204 200 177 161 124 110 110 101 3173 100.0%

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Senior War FightersGroup

Operational AdvisoryGroup

Interoperabliity .

Advisory Council

Autonomic LogisticsAdvisory Council

Legend

I Executive Body

Advisory Body

ANNEX B

MANAGEMENT STRUCTURE

JSFExecutive Steering

Board

JSF ProgramExecutive

Officer

JSF PSFD.Functional Areas ••RequirementsWorking Group Follow-On

Production Tiff Sustalnment Development

I •

Figure 1. JSF Management Structure

Note: The detailed JSF PO organizational structure is shown inFigure 2.

1.0 The JSF Management Structure as depicted in Figure 1 willencompass external and internal JSF management groups asdescribed below.

2.0 External JSF Management Groups

2.1 The functions of the JSF Executive Steering Board(JESB) are provided in Section IV (Management(Organization and Responsibility)).

2.1.1 The Senior Warfighters Group (SWG) willprovide senior-level guidance to the JESBregarding the JSF Program from thewarfighters' and sustainment communities'

89

perspective, and will review and discuss theoperational significance and sustainmentimpact of proposed JSF Program andconfiguration baseline changes. The SWGwill consist of Flag and General officersrepresenting the Participants' warfightingand sustainment communities.

2.2 The functions of the JSF Program Executive Officer(JSF PEO) are provided in Section IV (Management(Organization and Responsibility)).

2.2.1 The Operational Advisory Group (OAG) willprovide a conduit for liaison between theJSF Program Office and the Participants'requireMents and operational communities.

. It will participate in and review relevanttrade studies, and will provide operationaland sustainment advice on requirementsissues. The OAG will consist ofrepresentatives from all Participants.

2.2.2 The Autonomic Logistics Advisory Council(ALAC) will provide a multi-service,international forum of senior executives toadvise the JSF Program Office of the designand delivery of JSF Air System supportcapabilities from the perspective of theoperational and logistics support user .

communities. The ALAC will consist of Flagand General officers or equivalent-levelcivilian officials representing theParticipants' logistics communities.

2.2.3 The Interoperability Advisory Council (IAC)will address JSF interoperability issuesthat are beyond the cognizance of the JSFProgram Office and will provide advice tothe JSF PEO. The IAC will consist of Flagand General officers or equivalent-levelcivilian officials representing theParticipants' interoperability communities.

3.0 Internal JSF Management Groups

3.1 The JSF Program Office will employ multi-disciplined and product-focused Integrated Product

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Teams (IPTs) to efficiently manage and executeProject requirements. The IPTs will consist ofrepresentatives of the Participants from a varietyof subject matter areas (i.e., program management,engineering, environmental, manufacturing,Contracting, financial management, qualityassurance, safety, supportability, and training).

3.2 The Requirements Working Group (RWG) will functionas the Follow-on Development process manager. TheRWG will coordinate the JSF Air System ProductRoadmap efforts referenced in Annex E (Follow-onDevelopment Process), provide a forum for newrequirements and science and technology inputs, andmake requirements disposition recommendations tothe JSF PEO. The RWG will consist ofrepresentatives from the JSF Program Office IPTsand each of the Participants.

4.0 JSF CPP

4.1 General Principles

4.1.1 National Deputies and CPP of non-U.S. DoDParticipants serving under the JSF SDDFramework MOU may be assigned to performProject production, sustainment, and follow-on development duties under the JSF PSFDMOU, and the CPP PDD for the JSF SDDFramework MOU will be changed to reflecttheir additional responsibilities under theJSF PSFD MOU.

4.1.2 The JSF PSFD MOU Organization Chart (Figure2) depicts projected non-U.S. DoDParticipant CPP assignments in the JSFProgram Office. Additional CPP assignmentsin the JSF Program Office may be authorizedbased on the recommendation of the JSF PEOand approval of a change to Figure 2 of thisAnnex by the JESB. In general, the numberof CPP for a non-U.S. Participant in the JSFProgram Office will be commensurate to thatParticipant's share of Financial Costscalculated in accordance with the CompositeShare Ratio.

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4.1.3 CPP assignments to U.S. DoD field activitiesoutside the JSF Program Office, includingbut not limited to CPP assignments in ALGSoperations facilities in the United States,may be authorized based on therecommendation of the JSF PEO and approvalof a change to this Annex by the JESB, whichreflects the addition of those assignments.In general, the number of CPP for a non-U.S.DoD Participant in U.S. DoD field activitiesoutside the JSF Program Office will becommensurate to that Participant's share ofFinancial Costs calculated in accordancewith the Composite Share Ratio.

4.1.4 The Participants recognize that CPPrequirements that are undefined orunforeseen at the time of entry into effectof this MOU may arise during the course ofthis MOU. Accordingly, notwithstandingparagraphs 4.1.2, 4.1.3, and 4.2.3 of this

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Annex, in order to meet such undefined orunforeseen requirements, Participants maypropose CPP assignments to the JSF ProgramOffice, U.S. DoD field activities outsidethe JSF Program Office, or activities ofnon-U.S. DoD Participants, even if thoseassignments are not commensurate with aParticipant's share of Financial Costscalculated in accordance with the CompositeShare Ratio. Such CPP assignments may beauthorized based on the recommendation ofthe JSF PEO and approval of a change to thisAnnex by the JESB, except that assignment ofU.S. DoD CPPs to the activities of non-U.S.DoD Participants will be authorized based onthe recommendation of the JSF PEO and theapproval of the JESB representatives of theU.S. DoD and the applicable HostParticipant.

4.2 Time Phasing of PSFD MOU CPP Assignments

4.2.1 Each non-U.S. DoD Participant may assignthree CPPs to the JSF Program Office twoyears before the projected first Contractfor that Participant's JSF Air Vehicles.These CPPs will be assigned to participatein production planning, airworthiness andcertification, and PBA coordination.

4.2.2 Each non-U.S. DoD Participant may assign oneCPP to the ALGS operations facilities in theUnited States two years before the projectedfirst delivery of that Participant's JSF AirVehicles. These CPP will be assigned toparticipate in ALGS planning andimplementation efforts.

4.2.3 By 2013, when the JSF PSFD Phase isanticipated to reach full maturity, the JSFPEO and the JESB will review PSFD MOU CPPassignments and employ their best efforts toachieve and maintain overall CPP assignmentsin accordance with the Composite Share Ratioprinciples outlined in paragraph 4.1.2 ofthis Annex.

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ANNEX C

COOPERATIVE PROJECT PERSONNEL

1.0 Purpose and Scope

1 .1

This Annex establishes the provisions that willgovern the activities of JSF CPP. Each ParentParticipant will assign military members orcivilian employees to the JSF Program Office, U.S.DoD Field activities, and facilities of non-U.S.DoD Participants in accordance with Section IV(Management (Organization and Responsibility)),Annex B (Management Structure) and this Annex. JSFCPP must be able to perform all theresponsibilities for the positions assigned to themunder this MOU. Commencement of assignments willbe subject to any requirements that may be imposedby the Host Participant or its Government regardingacceptance of JSF CPP, such as, but not limited to,visas and visit request documentation. The JESBwill determine the length of tour fOr the positionsat the time of initial assignment.

1.2 JSF CPP will be assigned to the JSF Program Office,U.S. DoD field activities, or facilities of non-U.S. DoD Participants for Project work and willreport to their designated supervisor within thoseorganizations regarding that work. JSF CPP willnot act as liaison officers on behalf of a ParentParticipant. However, JSF CPP may act from time totime on behalf of their respective JESB member ifthe latter so authorizes in writing or as describedin the IPT CPP PDD.

1.3 JSF CPP will not be assigned to command or otherpositions that would require them to exerciseresponsibilities that are reserved by law orregulation to an officer or employee of the HostParticipant's Government.

2.0 Security

2.1 The JESB will establish the maximum level ofsecurity clearance required to permit JSF CPP tohave access to. Classified Information and

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facilities in which Classified Information are usedin accordance with the Project Security Instruction(PSI) and Classification Guide (CG). Access toClassified Information and facilities in whichClassified Information are used will be consistentwith, and limited by, Section II (Objectives) andSection III (Scope of Work) of this MOU and will bekept to the minimum required to accomplish the workassignments.

2.2 Each Parent Participant will cause securityassurances to be filed, through its embassy,specifying the security clearances for the JSF CPPbeing assigned. The security assurances will beprepared and forwarded through prescribed channelsin compliance with established Host Participantprocedures.

2.3 The Host Participant and Parent Participants willuse their best efforts to ensure that JSF CPPassigned to the JSF Program Office, U.S. DoD fieldactivities, or facilities of non-U.S. DoDParticipants are aware of, and comply with,applicable laws and regulations pertaining toControlled Unclassified Information and ClassifiedInformation as well as the requirements of SectionX (Controlled Unclassified Information), Section XI(Visits to Establishments), Section XII (Security),and paragraph 19.8 of Section XIX (Amendment,Withdrawal, Termination, Entry into Effect, andDuration) of this MOU and the provisions of the PSIand CG. Prior to commencing assigned duties, JSFCPP will, if required by the'Host Participant'sGovernment laws, regulations, policies, orprocedures, sign a certification concerning theconditions and responsibilities of JSF CPP.

2.4 JSF CPP will at all times be required to complywith the security and export control laws,regulations, and procedures of the HostParticipant's Government. Any violation ofsecurity procedures by JSF CPP during theirassignment will be reported to the ParentParticipant for appropriate action. JSF CPPcommitting willful violations of security andexport control laws, regulations, or proceduresduring their assignments will be withdrawn from the

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Project with a view toward appropriateadministrative or disciplinary action by theirParent Participant.

2.5 All Classified Information made available to JSFCPP will be considered as Classified Informationfurnished to the Parent Participant, and will besubject to all provisions and safeguards providedfor in Section XII (Security), the PSI, and the CG.

2.6 JSF CPP will not have personal custody ofClassified Information or Controlled UnclassifiedInformation unless approved by the Host Participantand as authorized by the Parent Participant. Theywill be granted access to such Information andmaterial in accordance with Section X (ControlledUnclassified Information), Section XII (Security),and the PSI during normal duty hours and whenaccess is necessary to perform Project work.

2.7 JSF CPP assigned to the JSF Program Office will notserve as a conduit between the Host Participant andParent Participant for requests and/or transmissionof Classified Information or ControlledUnclassified Information unless specificallyauthorized by the PSI.

3.0 Technical and Administrative Matters

3.1 Consistent with the laws and regulations of theHost Participant's Government, JSF CPP will besubject to the same restrictions, conditions, andprivileges as Host Participant personnel ofcomparable rank and in comparable assignments.Further, to the extent authorized by the laws andregulations of the Host Participant's Government,JSF CPP and their authorized dependents will beaccorded:

3.1.1 Exemption from any Host Participant'sGovernment tax upon income received from theParent Participant.

3.1.2 Exemption from any Host Participant'sGovernment customs and import duties or .similar charges levied on items entering thecountry for their official or personal use,

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including their baggage, household effects,and private motor vehicles.

3.2 Upon or shortly after arrival, JSF CPP will beinformed by the Host Participant about applicablelaws, orders, regulations, and customs and the needto comply with them. JSF CPP will also be providedbriefings arranged by the Host Participantregarding applicable entitlements, privileges, andobligations such as:

3.2.1 Any medical and dental care that may beprovided to JSF CPP and their dependents atHost Participant medical facilities, subjectto applicable laws and regulations,including reimbursement requirements.

3.2.2 Purchasing and patronage privileges atmilitary commissaries, exchanges, theaters,and clubs for JSF CPP and their dependents,subject to applicable laws and regulations.

3.2.3 Responsibility of JSF CPP and theiraccompanying dependents to obtain motorvehicle liability insurance coverage inaccordance with the laws and regulationsapplicable in the area where they areresiding. In case of claims involving the 'use of private motor vehicles by JSF CPP andtheir dependents, the recourse will beagainst such insurance.

3.3 The Host Participant will establish standardoperating procedures for JSF CPP in the followingareas:

3.3.1 Working hours, including holiday schedules.

3.3.2 Leave authorization, consistent to theextent possible with the military andcivilian personnel regulations and practicesof the Host Participant and ParentParticipant. '

3.3.3 Dress regulations, consistent to the extentpossible with the military and civilian

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personnel regulations'and practices of theHost Participant and Parent Participant.

3.3.4 Performance evaluations, recognizing thatsuch evaluations will be rendered inaccordance with the Parent Participant'smilitary or civilian personnel regulationsand practices.

3.4 JSF CPP committing an offense under the laws of theGovernment of the Host Participant or ParentParticipant may be withdrawn from this Project witha view toward further administrative ordisciplinary action by the Parent Participant.Disciplinary action, however, will not be taken bythe Host Participant against JSF CPP, nor will theJSF CPP exercise disciplinary powers over the HostParticipant's personnel. In accordance with thelaws and regulations of the Host Participant'sGovernment, the Host Participant will assist theParent Participant in carrying out investigationsof offenses involving JSF CPP.

3.5 The Participants whose countries are NATO membercountries recognize the following: the military andcivilian employees of a Participant whose countryis a NATO member country, assigned to duty with itsDefense Department or Ministry for the purpose ofworking under this MOU, while present in theterritory of another Participant whose country is aNATO member country, will, to the extent that theyare so qualified, be members of a "Force" and"civilian component" respectively within themeaning of Article I of the NATO Status of ForcesAgreement (NATO SOFA), signed on 19 June 1951.Employees and agents of Contractors do notconstitute a civilian component, and NATO SOFA willnot apply to them.

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ANNEX D

SUSTAINMENT

1.0 Purpose

1.1

This Annex describes the ALGS implementation phasesand other ALGS details, as well as the provisionsthat will govern the conduct of the PBA process insupport of JSF sustainment.

2.0 ALGS Implementation Phases

2.1 The ALGS process, developed under the JSF SDDFramework MOU and addressed at paragraph 3.3.1.4 ofSection III (Scope of Work), will involve theimplementation of a repeatable business processthat will generate qualitative and quantitativeanalyses to define ALGS. The Participants intendthat this process be utilized through phases asgenerally described below, and specified in moredetail in the JSF ALGS Strategic Plan developedunder the JSF SDD Framework MOU.

2.1.1 The initial sustainment phases will involveinitial deployment of the JSF Air System, toinclude fielding and evaluation of thesustainment solution, and will occur duringthe various low rate initial production(LRIP) periods. A JSF Program Officesustainment readiness review will beconducted prior to the first Air Vehicledelivery of each LRIP to assess readiness ofsustainment services for Participants andvalidate that the capabilities andconfiguration of the sustainment hardwareand software are consistent withcapabilities and configuration descriptiondocuments. The initial sustainment phaseswill be used to validate metrics, exposerisk, and gain the confidence necessary tosupport transition to full PBL support.Participants will take part in each LRIPsustainment readiness review and participatein forums that will discuss and evaluateperformance against PBA requirements for theinitial sustainment phases.

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2.1.2 Recognizing that the ALGS will graduallymature during initial sustainment phases,and that one or more Participants may wishto implement ALGS risk mitigation measuresto meet their needs, such Participants may:

2.1.2.1 Submit PPRs for a study of the scopeand the cost of the efforts that wouldbe necessary to make sustainment-related Information acquired under theJSF SDD Framework MOU and contained inJSF Information systems, including butnot limited to, the JSF Data Library(JDL), more readily accessible andusable by the Participant(s) (withinthe constraints of national disclosurepolicies) for ALGS activities, or PPRsfor a study of the scope and the costof the acquisition of othersustainment-related Information andassociated rights of use, or foracquisition of greater rights of use inInformation already in the possessionof the Participant(s), to facilitateALGS activities.

2.1.2.2 Submit follow-on PPRs for the effortsnecessary to make the sustainment-related Information acquired under theJSF SDD Framework MOU and contained inJSF Information systems, including butnot limited to, the JDL, more readilyaccessible and usable by theParticipant(s) (within the constraintsof national disclosure policies) forALGS activities, or PPRs for theacquisition of other sustainment-related Information and associatedrights of use or the acquisition ofgreater rights of use in Informationalready in the possession of theParticipant(s), to facilitate ALGSactivities.

2.1.2.3 Propose to the JESB commonly fundedefforts to make the sustainment-related

1 00

Information acquired under the JSF SDDFramework MOU and contained in JSFInformation systems, including but notlimited to, the JDL, more readilyaccessible and usable by the JSFProgram Office and the Participants(within the constraints of nationaldisclosure policies) for ALGSactivities, or to acquire othersustainment-related Information andassociated rights of use or to acquiregreater rights of use in Informationalready in the possession of theParticipants, to facilitate ALGSactivities that would be beneficial toall Participants.

2.1.3 The Participants acknowledge that the U.S.DoD intends to acquire capability for itsorganic depot support, and that otherParticipants might implement similar uniqueefforts. The U.S. DoD and such otherParticipants may provide to the Project,subject to the determination of theproviding Participant, the Informationobtained as a result of acquiring thiscapability to support the Participants'common depot support requirements. Any suchInformation provided will be considered, inthe case of the receiving Participant, to beProject BackgroundoInformation in accordancewith paragraphs 9.3 and 9.5 of Section IX(Disclosure and Use of Project Information).

2.1.4 The mature sustainment phases will commenceupon the issuance of long term Contractswherein deliverables are delineated as PBLoutcomes. The Participants envision thatthese Contracts will be issued during fullrate production, after which sustainmentwill enter into a steady state phase.

3.0 ALGS

3.1 Principles for ALGS are identified in Section III(Scope of Work) of this MOU. The Participantsintend that ALGS will feature the following:

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3.1.1 System support from all JSF Air SystemContractors, as integrated by a productsupport integrator, to meet the requirementsof each Participant, as identified in eachParticipant's PBA. The JSF Program Officeplans to use a product support integratorthat will be responsible for integratingALGS sustainment support, both Governmentand Contractor, defined within the scope ofthe PBL approach.

3.1.2 Support-services and articles (excludingconsumables such as fuels and oils) and theuse of facilities that are obtained by aParticipant for its unique requirements,provided that such services, articles, andfacilities are recognized as being part ofALGS in that Participant's PBA. Suchservices, articles, and facilities may bemade available for use by other Participantswith the consent of the offeringParticipant, subject to inclusion of suchservices, articles, and facilities in therelevant PBAs.

3.1.3 ALGS operations that support theParticipants' fleets in the logisticsdomains listed in paragraph 3.3.3 of SectionIII (Scope of Work) and provide insight intoand oversight of delivery of sustainmentperformance outcomes. The JSF ProgramOffice, including JSF CPPs provided inaccordance with Annex B (ManagementStructure), will participate in ALGSoperations. JSF CPPs will participate byproviding the following:

3.1.3.1 Monitoring of the ALGS and the JSF AirSystem to ascertain effectiveness forall Participants.

3.1.3.2 Assessment of ALGS performance todetermine whether it is meeting theParticipants' requirements.

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3.1.3.3 Coordination among fleets includingconfiguration management and spares andresource management.

3.1.3.4 Development, implementation, andcontinuous support of ALGScapabilities.

3.1.3.5 Insight into their Participant'sGovernment-furnished support servicesand articles and Government facilities.

3.1.4 Adequate capacity to:

3.1.4.1 Optimize support during peacetimeoperations but enable increasedsustainment levels to meet simultaneousoperational tempo increases of allParticipants, as defined byParticipants within their individualPBAs. In addition to this capacity,required levels of sustainment duringfollow-on development activities willbe provided.

3.1.4.2 Support unique or Partially Commonsustainment capacity and sparing.

3.1.4.2.1 Participants may requireadditional sustainmentcapacity within the ALGS thatis unique to one Participantor Partially Common. AParticipant's requirementsfor additional sustainmentcapacity will be definedwithin PPRs. Supportrelationships (i.e., rolesand responsibilities of theJSF Program Office and theParticipant) and performancemetrics required to supportthis additional capacity willbe captured in thatParticipant's PBA.

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3.1.4.2.2 ALGS will manage common,Partially Common, and uniqueJSF Air Systems spares thathave been procured for aParticipant's sparesrequirements. Participantsmay specify sparescontingency support packages,which will also be managedthrough ALGS, to meet theirspecified levels ofsustainment performance.Maximization of economies ofscale and pooling of spareswill be implemented. AParticipant acquiringPartially Common or uniquespares will be responsiblefor the additional costs tomanage such spares within theALGS.

3.1.5 Ensuring that sustainment-related ProjectInformation acquired in the implementationof Section III (Scope of Work), inaccordance with Section IX (Disclosure andUse of Project Information), and deliveredunder Contracts for the Project throughInformation systems (including, but notlimited to, the JDL) is readily accessibleand usable for ALGS activities, within theconstraints of national disclosure policies.

3.1.6 Acquiring and exchanging sustainmentInformation, and providing articles(including equipment, consumables andspares) as provided in paragraph 3.3.2.1 ofSection III (Scope of Work), as required todeliver sustainment outcomes and maximizeaffordability, within the constraints ofnational disclosure policies.

3.1.7 The JSF configuration modification andcontrol process, under which Participantsare made aware in advance of all changes totheir JSF Air System configurations.Participants retain final responsibility for

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the continued airworthiness and the `as-maintained' configuration of their fleets.The Participants will be provided adequateinformation and support, to comply withParticipants' national aviation regulationsand requirements.

3.1.8 A prioritization process for sustainmentsupport, the foundation of which is based oneach Participant's contracted performancemetric levels and operational status of theAir Vehicle.

4.0 The Performance-Based Arrangement (PBA)

4.1 A PBA will identify support relationships (i.e.,roles and responsibilities of the JSF ProgramOffice and the Participant.) A PBA will alsodefine the sustainment performance outcomesrequired by each Participant. These requirementswill be placed on Contract, on behalf of theParticipants, in accordance with paragraph 6.1 ofSection VI (Contracting Provisions).

4.2 The Participants will maintain commonality in theformat of PBAs, to the maximum extent possible.Each PBA will include, as a minimum:

4.2.1 A set of commonly defined metrics at the JSFAir System level (e.g., mission capable rateand degree of logistic footprint changes),under which each Participant can define itsrequired level of sustainment performancefor each metric.

4.2.2 The support relationships (i.e., roles andresponsibilities of the JSF Program Officeand the Participant), in the provision ofsustainment outcomes to that Participant.This will include the responsibility of theParticipant to provide articles and servicesfor its sustainment requirements, includingbut not limited to, Government-furnishedequipment and Information, service manpowerand returning spares and repairables.

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4.2.3 Other provisions applicable to theParticipant's PBA, such as:

4.2.3.1 Participant constraints or conditions(e.g., detailing point of delivery ofthe sustainment outcomes or use ofParticipant unique repair facilities).

4.2.3.2 Unique maintenance Informationrequirements (for example, technicalpublications written in a non-Englishlanguage).

4.2.3.3 Requirements for increased operationaltempo (as applicable).

4.2.3.4 Training requirements.

4.3 The JSF Program Office will cooperate with dulyauthorized representatives of each Participant toestablish each Participant's initial PBA or updatean existing PBA. The final PBA between the JSFProgram Office and the Participant, will be signedby the JSF PEO, or designee and applicableParticipant in sufficient time to support a Requestfor Proposal (RFP) release for the sustainmentrequirements specified in the PBA. Periodicreviews between the JSF Program Office and dulyauthorized representatives of the Participants mayresult in revised PBA requirements that reflectimprovements and developments in the ALGS.

4.4 If a change to a PBA necessitates a modification ofa Contract, the Contracting Officer will negotiatethe modification with the Contractor, in a timelymanner, for incorporation into the Contract, inaccordance with Section VI (ContractingProvisions).

5.0 Sustainment Performance Review

5.1 An annual review of overall JSF Air Systemsustainment performance will be conducted by theJSF Program Office with each Participant andrelevant Contractors with a summary provided to theJESB. The summary may include recommendations asto improvements.

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5.2 Each Participant will have continual visibility ofits fleet's ongoing performance through asustainment performance management system developedduring the JSF SDD phase.

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ANNEX E

FOLLOW-ON DEVELOPMENT PROCESS

1.0 This Annex establishes the provisions that will govern theconduct of JSF Follow-on Development. JSF Follow-on developmentwill use an evolutionary acquisition approach that will delivercapabilities in approximately two-year increments. Theprinciples of cost-as-an-independent-variable and cost-and-operational-performance-trades will be applied to theprioritization and selection of new increments of capability.

2.0 JSF Air System candidate capabilities will be documentedin the JSF Air System Product Roadmap (hereinafter "Roadmap"),by the Requirements Working Group (RWG). The Roadmap will bethe overarching document used to guide the time-phasedimplementation of follow-on development capabilities. As newcapabilities are proposed by the Participants, they will becataloged in the Roadmap for consideration into futureincrements.

2.1 Proposed follow-on development capabilities will bederived from a variety of sources including, butnot limited to those listed at paragraph 3.4.1 and3.4.2 of Section III (Scope of Work).

2.2 Common development will be encouraged to maintain acommon configuration for maximum affordability andinteroperability. In addition, Partially Common orunique requirements and capabilities (to includequick reaction or urgent operational requirements)will be considered.

2.3 The RWG will function as the Follow-on developmentprocess manager and requirements integrator.

2.4 The following process will be used to identify and• prioritize possible increments of capability:

2.4.1 After identification of program constraints,including but not limited to availablefunding, contractor work load, testingcapacity, operational urgency, uniquerequirement desires, and the technicalmaturity of proposed capabilities, the RWGwill refer to the Roadmap to identifypotential new increments of capabilities and

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will present these capabilities to the JSFOperational Advisory Group (OAG).

2.4.2 The OAG will conduct three rounds of votingover an 18-month cycle culminating in theranking of potential increments ofcapability and the recommendation of a newcapability increment. These meetings willbe as follows:

2.4.2.1 Meeting #1, the OAG will vote to selectcandidate capabilities from theRoadmap. Each OAG participant willassess a level of interest to eachcandidate capability (for example, High9 points, Medium 6 points, etc.). Theoutput of meeting #1 will be arecommended common, Partially Common,and unique requirements list, andidentification of capability specifictrade studies to be executed. Thislist will represent approximately 125%of estimated constraints.

2.4.2.2 Meeting #2, the OAG will vote toprioritize capabilities and develop twoto four possible increment options forfurther detailed operational analysis.These possible increments, which willbe a composite of common, PartiallyCommon, and unique requirements, willrepresent approximately 110% ofestimated constraints. EachParticipant's share of votes will bebased on the Composite Share Ratio.

2.4.2.3 Meeting #3, the OAG will vote to rankthe possible increment options andrecommend one of the possible incrementoptions for acquisition decision andexecution. This increment willrepresent 100% of estimatedconstraints. Each Participant's shareof votes will be based on the CompositeShare Ratio.

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2.4.3 The OAG recommendation will be provided tothe Senior Warfighters Group (SWG) forcoordination and concurrence. The SWG willeither unanimously concur with the OAG'srecommendation or lacking consensus, willvote to re-prioritize the increment optionsusing voting shares based on the CompositeShare Ratio. Their concurrence or alternaterecommendation will be provided to the JESB.

2.4.4 The JESB will approve the configuration forexecution.

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ANNEX F

ESTIMATED ALLOCATION OF FINANCIAL COST CEILINGS

1.1 The estimated allocation of the shared production non-recurring costs in TY U.S. dollars of the Financial Cost Ceilingin paragraph 5.2.1 of Section V (Financial Provisions) is asfollows:

Participant Estimated CostAllocation

Australia $0.230BCanada $0.184BDenmark $0.110BItaly $0.302BThe Netherlands $0.196BNorway $0.110BTurkey $0.230BUnited Kingdom $0.318BUnited States $5.623B

1.2 The estimated allocation of the shared sustainment non-recurring costs in TY U.S. dollars of the Financial Cost Ceilingin paragraph 5.2.2 of Section V (Financial Provisions) is asfollows:

Participant Estimated CostAllocation

Australia $0.042BCanada $0.033BDenmark $0.020BItaly $0.055BThe Netherlands $0.035BNorway $0.020BTurkey $0.042BUnited Kingdom $0.058BUnited States - $1.018B

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1.3 The estimated allocation of the shared follow-ondevelopment non-recurring costs in TY U.S. dollars of theFinancial Cost Ceiling in paragraph 5.2.3 of Section V(Financial Provisions) is as follows:

Participant Estimated CostAllocation

Australia $0.418BCanada $0.334BDenmark $0.200BItaly $0.547BThe Netherlands 60.3e5BN o $0.200BTUrkey $0.418BUnited Kingdom $0.576BUnited States $10.202B

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