# DDTC Guidance: Guidelines for Preparing Agreements: Guidelines for Preparing Agreements > Federal · Agency guidance · In force URL: https://www.frixlaw.com/law-library/statutes/DDTC_GUID_GUIDELINES_FOR_PREPARING_AGREEMENTS_19c40d22 ## Section - **Citation:** DDTC Guidance: Guidelines for Preparing Agreements - **Heading:** Guidelines for Preparing Agreements - **Jurisdiction:** Federal - **Kind:** Agency guidance - **Status:** In force - **Text as of:** August 14, 2026 - **Source:** Compiled text - **Location:** DDTC Policy Guidance Documents / Guidelines for Preparing Agreements ## Text U.S. Department of State Directorate of Defense Trade Controls GUIDELINES FOR PREPARING AGREEMENTS (Revision 5.2) Technical Assistance Agreements Manufacturing License Agreements And Warehouse and Distribution Agreements These Guidelines were prepared by the U.S. Department of State’s Bureau of Political-Military Affairs, Directorate of Defense Trade Controls (DDTC), Office of Defense Trade Controls Licensing (DTCL). They are intended to serve as an aid in applying the International Traffic in Arms Regulations (ITAR*), to provide clarity on DTCL policy as it pertains to agreements, and to establish a standard basis for submissions of agreements and related correspondence. Should changes to the regulations take place, such regulatory changes take precedence. We welcome the use of this document in training programs but request there be no charge for the material. In instances where material is extracted, reference should be made to this publication as the source. If you have specific questions on any matter related to this guidance, contact the Office of Defense Trade Controls Licensing for further assistance. Comments or suggestions regarding this publication should be directed to this office, ATTN: Guidelines for Agreements. * References throughout the guidelines to sections of the ITAR are denoted with either the symbol §, or with the nomenclature “22 CFR.” //Original Signed// Catherine Hamilton Director of Licensing Directorate of Defense Trade Controls As of: May 26, 2026 lication should be directed to this office, ATTN: Guidelines for Agreements. * References throughout the guidelines to sections of the ITAR are denoted with either the symbol §, or with the nomenclature “22 CFR.” //Original Signed// Catherine Hamilton Director of Licensing Directorate of Defense Trade Controls As of: May 26, 2026 Guidelines for Preparing Agreements (Revision 5.2) 1 Revision Summary for 5.2 Revision 5.2 is an administrative revision which conforms the Agreement Guidelines with the new § 126.7 Exemption for defense trade and cooperation among Australia, the United Kingdom, and the United States, implemented by 89 FR 67270, Aug. 20, 2024 (the “Australia/UK exemption rule”), effective on September 1, 2024. It also contains conforming revisions inadvertently omitted in Revision 5.1, deletes the portions of Sections 8 and 15 that have moved to stand-alone web guidance, and updates Section 10.3 to conform with current DDTC practice. This revision makes the following changes: - All ITAR § 124.8(a)(5) references in the document have been revised to include reference to new ITAR § 126.7 to clarify that the exemption may be used to retransfer and reexport defense articles pursuant to this exemption that were originally exported via an agreement* - Modifies Sections 8 (Congressional Notification) and 15 (Exporting Hardware in Furtherance of Agreements) to remove guidance that has been moved to stand-alone web documentation o Congressional Notification Guidance. General guidance on the Congressional Notification process formerly found in Version 5.1, Section 8, is now available here: Home → Conduct Business → Congressional Notifications o “In Furtherance Of” licenses l Notification) and 15 (Exporting Hardware in Furtherance of Agreements) to remove guidance that has been moved to stand-alone web documentation o Congressional Notification Guidance. General guidance on the Congressional Notification process formerly found in Version 5.1, Section 8, is now available here: Home → Conduct Business → Congressional Notifications o “In Furtherance Of” licenses. Guidance on the submission of IFO licenses is now available here: Home → Conduct Business → Licenses, Agreements, and Other Authorizations → License Guidance → License Applications in Furtherance of (IFO) an Agreement - Modifies Section 10.3 (Requests for DDTC Vetting of § 126.1 Nationals) to conform with current DDTC practice of requiring names for all § 126.1 dual and third country nationals (DN/TCN) when DDTC vetting is requested - Clarifies that the requirement to identify end-use platforms includes end-use systems and variants - Clarifies that end-use platforms and end-use systems, including variants, must be included in the description in block 20 of the DSP-5 vehicle - Reconciles the “Contract Employee” clause in Section 11.3 (Agreement Language for Non-Regular Contract Employees) with the clause in Section 2.2 ((TAA/MLA Template). - Reconciles the “Expedited Execution” clause in Section 2.2 (TAA/MLA Template) with the clause in Section 13.1 (Expedited Execution) - Corrects minor typographical errors found in Revision 5.1 (Uploading Submission Documents *Agreements must conform to the ITAR §124.8(a)(5) statement’s current language at the next amendment, whether major or minor. Note that parties to an agreement MAY NOT use the ITAR §126.7 exemption to reexport or retransfer defense articles originally exported via an agreement unless the agreement has been updated. Refer to the applicable FAQ. sion 5.1 (Uploading Submission Documents *Agreements must conform to the ITAR §124.8(a)(5) statement’s current language at the next amendment, whether major or minor. Note that parties to an agreement MAY NOT use the ITAR §126.7 exemption to reexport or retransfer defense articles originally exported via an agreement unless the agreement has been updated. Refer to the applicable FAQ. Guidelines for Preparing Agreements (Revision 5.2) 2 Table of Contents Introduction ................................................................................................................ 5 Part 1 Preparing an Agreement Submission .............................................................. 8 1 – Transmittal Letter .................................................................................................................. 9 1.1 – Instructions for TAA/MLA Transmittal Letters ............................................................. 9 1.2 – Template for TAA/MLA Transmittal Letters ............................................................... 13 1.3 – Instructions for WDA Transmittal Letters .................................................................... 18 1.4 – Template for WDA Transmittal Letters ....................................................................... 20 2 - Proposed Agreement ............................................................................................................ 23 2.1 - Instructions for TAAs and MLAs ................................................................................. 23 2.2 - TAA/MLA Template ..................................................................................................... 26 2.3 – Instructions for WDAs.................................................................................................. 32 2.4 – WDA Template............................................................................................................ .......... 23 2.2 - TAA/MLA Template ..................................................................................................... 26 2.3 – Instructions for WDAs.................................................................................................. 32 2.4 – WDA Template............................................................................................................. 34 3 – DSP-5 “Vehicle” ................................................................................................................. 38 3.1 – General DSP-5 Vehicle Guidance ................................................................................ 38 3.2 – Instructions for Completing the DSP-5 Vehicle ........................................................... 39 4 – Amendments to an Agreement ............................................................................................ 45 4.1 – Transmittal Letter ......................................................................................................... 45 4.2 – Proposed Agreement .................................................................................................... 51 4.3 – Minor Amendments ...................................................................................................... 52 5 – Uploading Documents to DECCS ....................................................................................... 53 5.1 – Uploading Submission Documents .............................................................................. 53 5.2 – Uploading Post-Approval Documents .......................................................................... 54 Part 2 Additional Guidance ...................................................................................... 57 6 – Agreement Duration and Expiration Date ........................................................................... 58 7 – Establishing Value .............................................................................................................. ..................... 54 Part 2 Additional Guidance ...................................................................................... 57 6 – Agreement Duration and Expiration Date ........................................................................... 58 7 – Establishing Value ............................................................................................................... 59 7.1 – Components of Value ................................................................................................... 59 7.2 – The Valuation Table ..................................................................................................... 61 7.3 – Agreements with MDE ................................................................................................. 63 7.4 – Agreements Utilizing Hardware Exemptions ............................................................... 64 Guidelines for Preparing Agreements (Revision 5.2) 3 7.5 – Decrementing Value ..................................................................................................... 65 8 – Congressional Notification .................................................................................................. 66 8.1 - Renotification Thresholds ............................................................................................. 66 9 – Sub-licensing ....................................................................................................................... 68 9.1 – General Guidance on Sub-licensing ............................................................................. 68 9.2 – Requests for Foreign Sub-licensing .............................................................................. 69 10 – Dual and Third Country Nationals .................................................................................... 70 10.1 – General Guidance on Dual and Third Country Nationals ......................................... ........................................... 68 9.2 – Requests for Foreign Sub-licensing .............................................................................. 69 10 – Dual and Third Country Nationals .................................................................................... 70 10.1 – General Guidance on Dual and Third Country Nationals .......................................... 70 10.2 – Requests for DDTC Vetting of Non-§ 126.1 Nationalities ........................................ 71 10.3 – Requests for DDTC Vetting of § 126.1 Nationals ...................................................... 72 10.4 – Exemptions for Authorizing Dual and Third Country Nationals ............................... 74 11 – Contract Employees .......................................................................................................... 76 11.1 - U.S. Company Non-Regular Contract Employees ...................................................... 76 11.2 – Foreign Company Non-Regular Contract Employees ................................................ 78 11.3 – Agreement Language for Non-Regular Contract Employees ..................................... 79 12 – Foreign End-Users ............................................................................................................. 80 12.1 – General Guidance on Foreign End-Users ................................................................... 80 12.2 – Documenting Non-Signatory Foreign End-Users ...................................................... 80 13 – Execution of an Agreement ............................................................................................... 81 13.1 – Expedited Execution ................................................................................................... 81 14 – Proviso Reconsideration ................................................................................................... ..... 80 13 – Execution of an Agreement ............................................................................................... 81 13.1 – Expedited Execution ................................................................................................... 81 14 – Proviso Reconsideration .................................................................................................... 83 14.1 – General Guidance on Proviso Reconsiderations ........................................................ 83 14.2 – Elements of a Proviso Reconsideration Request ........................................................ 84 14.3 – Template Request for Proviso Reconsideration ......................................................... 85 15 – Exporting Hardware in Furtherance of Agreements ......................................................... 86 15.1 – Hardware via Separate IFO Licenses ......................................................................... 86 15.2 – Decrementing Hardware Value Authorized in Agreements ....................................... 87 16 – Incremental Signing .......................................................................................................... 88 16.1 – Arbitration-Related Agreements ................................................................................. 88 16.2 – Space Insurance Agreements ...................................................................................... 91 17 – Support to Foreign Deployed Forces ................................................................................ 93 ...................... 88 16.1 – Arbitration-Related Agreements ................................................................................. 88 16.2 – Space Insurance Agreements ...................................................................................... 91 17 – Support to Foreign Deployed Forces ................................................................................ 93 Guidelines for Preparing Agreements (Revision 5.2) 4 18 – Non-Signatory Space Launch Service Providers .............................................................. 94 18.1 – General Guidance on Non-Signatory Space Launch Service Providers ..................... 94 Part 3 Exceptional Cases and Exemptions ............................................................... 96 19 – Limited Defense Services .................................................................................................. 97 20 – Agreements Utilizing the § 123.16(b)(1) Exemption ........................................................ 98 Acronyms ................................................................................................................. 99 Guidelines for Preparing Agreements (Revision 5.2) 5 Introduction What is an Agreement? An agreement approved by DTCL is the primary mechanism for authorizing a U.S. person to furnish defense services and/or disclose technical data to a foreign person, manufacture defense articles abroad, or establish a distribution point abroad for defense articles of U.S. origin for subsequent distribution to foreign persons. The scope of an agreement may encompass a range of licensable activities to include exports, reexports, retransfers and temporary imports but the furnishing of a defense service, transfer of manufacturing know-how or production rights, or the establishment of a distribution point abroad is what distinguishes an agreement from other forms of authorization issued by DTCL tion to foreign persons. The scope of an agreement may encompass a range of licensable activities to include exports, reexports, retransfers and temporary imports but the furnishing of a defense service, transfer of manufacturing know-how or production rights, or the establishment of a distribution point abroad is what distinguishes an agreement from other forms of authorization issued by DTCL. Types of Agreements There are three types of agreements: Technical Assistance Agreements, Manufacturing License Agreements, and Warehouse and Distribution Agreements. See ITAR §§ 120.57(d)-(f) for the definition of each. Elements of an Agreement Submission Package Transmittal Letter - The Transmittal Letter serves as an explanatory letter providing an executive summary of the proposed agreement. The letter provides specific export and technical information as required by the ITAR and outlined in these guidelines and is for U.S. Government use only. Agreement – The agreement is the part of the submission package that will be signed by the applicant, all U.S. signatories, and all foreign signatories, and serves as the mechanism for detailing the scope of the effort and the roles and responsibilities of each participant with regards to the USML defense articles, including technical data, and defense services. It is the only part of the submission package that the foreign signatories must see, since it requires their approval and signature. Addendums, Attachments, and Appendices – These may include Statements of Work, Descriptions of Technical Data and Hardware for Export, Sub-licensee lists, or other items referenced in the proposed agreement. These items are considered an integral part of the agreement and should be integrated with the proposed agreement into a single document when possible ires their approval and signature. Addendums, Attachments, and Appendices – These may include Statements of Work, Descriptions of Technical Data and Hardware for Export, Sub-licensee lists, or other items referenced in the proposed agreement. These items are considered an integral part of the agreement and should be integrated with the proposed agreement into a single document when possible. DSP-5 “Vehicle” – The electronic form utilized for submitting, reviewing, and approving agreement proposals.1 Supporting Documentation – These may include Positive Part 130 Statements, Congressional Notification documentation, Software Source Code requests, information relevant to technology 1 For the purposes of clarification, the term “DSP-5 vehicle” will be used when referring to the electronic form used to transmit the Agreement via the DECCS system. Conversely, any reference to “DSP-5” alone shall refer to the means by which an applicant may apply for a license for a permanent export, per ITAR § 123. Guidelines for Preparing Agreements (Revision 5.2) 6 export issues, precedent cases, or product brochures. This is generally material not directly referenced in the agreement but may help support the review process. This type of information should be minimized to include only information absolutely critical to the support of the request. Agreement Numbering and Tracking For tracking purposes, agreements will be issued two independent sets of identification numbers. A nine-digit number with the “05” prefix will be generated automatically by the Defense Export Control and Compliance System (DECCS). This is the number of record for the proposed agreement or amendment and is the number referenced throughout the adjudication process. If the applicant has a query in reference to a submitted proposal, they must reference this number. A second number will also be assigned upon receipt e “05” prefix will be generated automatically by the Defense Export Control and Compliance System (DECCS). This is the number of record for the proposed agreement or amendment and is the number referenced throughout the adjudication process. If the applicant has a query in reference to a submitted proposal, they must reference this number. A second number will also be assigned upon receipt. This number serves as the agreement number (e.g., TA-9876-13) and provides a common reference for all activities that occur under the approved agreement throughout its duration. This number will be included with the nine-digit number upon final action. General Guidance a. It is recommended that the agreement be reviewed by the foreign licensees and other U.S. Signatories prior to submission to DTCL so that the parties can resolve problems with the language or details of the transaction. b. In the DTCL approval, the applicant may be directed to make changes to the agreement via provisos. These changes must be made prior to executing the agreement. Therefore, it is recommended that the parties sign the agreement only after DTCL approval has been received. c. Do not reference non-U.S. laws and regulations in the agreement. DTCL Agreements are U.S. export authorizations and agreements shall not be used to enforce the laws or regulations of any other country. DTCL recommends that the applicant use the business contract or other documents between the parties if another country’s laws/regulations must be referenced for a transaction. d. Do not include contractual business clauses in the agreement or embed an agreement into a business contract. The agreement is a U.S. export authorization and is not the appropriate vehicle for contractual business clauses. e. Approvals are limited to the specific commodities, systems, platforms, and variants that are specifically identified in the agreement. Citing a “family of systems” or “X-series” is insufficient business clauses in the agreement or embed an agreement into a business contract. The agreement is a U.S. export authorization and is not the appropriate vehicle for contractual business clauses. e. Approvals are limited to the specific commodities, systems, platforms, and variants that are specifically identified in the agreement. Citing a “family of systems” or “X-series” is insufficient. Furthermore, avoid using open-ended language in the agreement (e.g., “including but not limited to”) as this may not provide adequate authorization for commodities, systems, platforms, and variants that were not specifically identified in the agreement. Components and Guidelines for Preparing Agreements (Revision 5.2) 7 parts do not need to be identified down to each individual component. A representative list is sufficient.2 f. Do not use organizational collective terms (e.g., NATO, EU, AU, ESA) without defining territories for the transfer of defense articles or the furnishing of defense services. Any proposed agreement submitted to DTCL should specifically list the countries of the collective organization since membership in such collective organizations is subject to change. Once all countries are identified, the applicant may use the collective term rather than re-addressing each of the collective members. In the body of the agreement, it is recommended that the collective term be defined in one of the “Whereas” clauses. Additionally, one entry should be included on the DSP-5 vehicle for each applicable country code for the collective organization. Full address information (street/city information) only needs to be listed for the address in the primary country of the organization. g. All transfers must occur within approved territories. Agreements may include countries other than the countries of signatories, sub-licensees and end-use, but those countries must be identified in the agreement ountry code for the collective organization. Full address information (street/city information) only needs to be listed for the address in the primary country of the organization. g. All transfers must occur within approved territories. Agreements may include countries other than the countries of signatories, sub-licensees and end-use, but those countries must be identified in the agreement. Examples include technical discussions taking place in a country outside the territory of the signatories, or the foreign licensees supporting armed forces while on deployment. h. Freight forwarders should not be identified in agreement submissions. Freight forwarders should only be identified in licenses in furtherance of (IFO) an agreement. When utilizing the 123.16(b) exemption, see Section 20. 2 DTCL notes that under certain circumstances, the identification of end-use platforms may not be possible. Submissions will be adjudicated on a case-by-case basis. Guidelines for Preparing Agreements (Revision 5.2) 8 Part 1 Preparing an Agreement Submission Guidelines for Preparing Agreements (Revision 5.2) 9 1 – Transmittal Letter A Transmittal Letter has the following elements: (1) Preamble (2) Transaction Summary (3) Required information per § 124.12(a) or § 124.14(e) (4) Verbatim statements as required per § 124.12(b) and § 124.14(f). (5) Supplementary information 1.1 – Instructions for TAA/MLA Transmittal Letters a. Preamble – The preamble to the transmittal letter provides the reviewing officer with a concise description of what the package includes and the purpose (to include commodity) of the request. b. Transaction Summary – The transaction summary should provide a brief description of the proposed agreement 5) Supplementary information 1.1 – Instructions for TAA/MLA Transmittal Letters a. Preamble – The preamble to the transmittal letter provides the reviewing officer with a concise description of what the package includes and the purpose (to include commodity) of the request. b. Transaction Summary – The transaction summary should provide a brief description of the proposed agreement. If possible, keep this section to no longer than one page and include: - A general scope of effort to include defense articles and defense services that will be provided - Description of the roles of each party - Names and description of the end-users and end-use systems and platforms, to include variants thereof - A short review of the commodity or program as necessary - Information on the type of technology or data that will be transferred. Attachments can be included that contain more detailed information, but a short description is still required c. References – List previous relevant agreements (to include DSP-5 vehicle numbers), licenses, general correspondence submissions, and FMS cases if applicable. 1.1.1. § 124.12(a) Requirements The applicant must comply with ITAR § 124.12(a), “Required Information in Letters of Transmittal.” All information required pursuant to this section must be provided. If any provision of this section is not applicable, indicate this in the transmittal letter. The requirements of ITAR § 124.12(a) are reproduced in the template in Section 1.2. Specific guidance on certain ITAR § 124.12(a) requirements follows: a. § 124.12(a)(2). Provide a statement identifying the licensee(s) and the scope of the agreement. This section should include: Guidelines for Preparing Agreements (Revision 5.2) 10 ble, indicate this in the transmittal letter. The requirements of ITAR § 124.12(a) are reproduced in the template in Section 1.2. Specific guidance on certain ITAR § 124.12(a) requirements follows: a. § 124.12(a)(2). Provide a statement identifying the licensee(s) and the scope of the agreement. This section should include: Guidelines for Preparing Agreements (Revision 5.2) 10 (1) Identifying Licensee(s): (A) The name and physical addresses (P.O. Box is not sufficient) of all U.S. and foreign signatories to the agreement. Only one physical location is required for governmental entities. For private companies, the primary business location where activity will occur under the agreement should be identified. If the private company has other business locations in the same country that will be involved, either list all of those locations or add the phrase "(and all locations in [identify the country])." If the same legal entity has business locations in different countries that will participate in the agreement, at least one physical address per legal entity per country must be provided in order to authorize transfers to those locations. (2) Scope of the Agreement: (A) A brief description of the commodity or program, and tasks to be performed, to include the end-user, end-use, and end-use systems and platforms (to include variants thereof). (i) For MLAs, the applicant must clearly differentiate between defense articles to be exported and defense articles to be manufactured abroad. authorize transfers to those locations. (2) Scope of the Agreement: (A) A brief description of the commodity or program, and tasks to be performed, to include the end-user, end-use, and end-use systems and platforms (to include variants thereof). (i) For MLAs, the applicant must clearly differentiate between defense articles to be exported and defense articles to be manufactured abroad. (ii) For MLAs, the applicant should provide the quantity of each defense article to be manufactured abroad. (B) The expiration date of the agreement. For guidance on determining the expiration date, see Section 6. b. § 124.12(a)(6). The applicant must provide a breakdown of the actual or estimated value of the agreement. See Section 7 for guidance on completing the valuation table. Do not include the value of paragraph (x)3 commodities, software, or technology. The hardware value of the agreement must only include USML hardware, and the technical data value must only include USML technical data. The hardware manufactured abroad value for an MLA must only include the value of USML hardware manufactured abroad. Note: If the value of the agreement is $500,000 or more, an additional statement must be made regarding the payment of political contributions, fees or commissions, pursuant to Part 130 of the ITAR. This statement should be made in Block 22 of the DSP-5 vehicle. For additional guidance on Part 130 statements, see the DDTC website. 1.1.2. Statements Required by § 124.12(b) The statements in § 124.12(b) must be included verbatim as they appear in the ITAR. 1.1.3. Supplemental Information a. Hardware Licenses. If the agreement involves the export or temporary import of hardware, include the following statement: 3 Paragraph (x) is found in most USML categories and allows, in certain circumstances, exporters to obtain an authorization from DTCL for the export of commodities, software, and technology controlled on the CCL. appear in the ITAR. 1.1.3. Supplemental Information a. Hardware Licenses. If the agreement involves the export or temporary import of hardware, include the following statement: 3 Paragraph (x) is found in most USML categories and allows, in certain circumstances, exporters to obtain an authorization from DTCL for the export of commodities, software, and technology controlled on the CCL. Guidelines for Preparing Agreements (Revision 5.2) 11 “Defense articles (hardware) intended for export in furtherance of this agreement will be shipped via separate license (e.g., DSP-5, DSP-73, DSP-61, DSP-85).” b. USML Categories. Identify all USML categories that relate to the agreement to the lowest USML subcategory (e.g., XII(d)(2)(i) instead of XII(d) or XII(d)(2). If the agreement proposes only the export of technical data and/or the furnishing of defense services, specify the USML hardware categories and subcategories that are related to the technical data and defense services. c. SME. Specify whether technical data and hardware are/are not designated as Significant Military Equipment (SME). d. Gas Turbine Engine Technology. If the agreement is related to USML Category XIX, answer the following Gas Turbine Engine Technology Questions. Applicants are cautioned not to alter the wording of the questions or apply other company definitions such as “advanced technology.” (1) Will defense services or technical data related to gas turbine engine design methodology, including any data used to establish the physical characteristics of an engine, assembly, subassembly or part be exported? If yes, explain in detail. Questions. Applicants are cautioned not to alter the wording of the questions or apply other company definitions such as “advanced technology.” (1) Will defense services or technical data related to gas turbine engine design methodology, including any data used to establish the physical characteristics of an engine, assembly, subassembly or part be exported? If yes, explain in detail. (2) Will defense services, hardware or technical data related to the Hot Section of the engine (i.e. combustion chambers/liners; high pressure turbine blades, vanes, disks and related cooled structure; cooled low pressure turbine blades, vanes, disks and related cooled structure; cooled augmentor concepts; or cooled nozzle concepts) be exported? If yes, explain in detail. (3) Will defense services or technical data related to gas turbine engine electronics controls (e.g., Full Authority Digital Engine Controls (FADECs), Digital Electronic Engine Controls (DEECs)) be exported? If yes, explain in detail. (4) Will engine deck models be exported? If yes, explain in detail. (5) Will defense services or technical data related to engine survivability, vulnerability, EMI/EMV/EME, Low Observable technology, signature characteristics, performance limitations or deficiencies be exported? If yes, explain in detail. e. LO/CLO and CPI Statement. All agreement transmittal letters should address whether the contemplated exports include Low Observable/Counter-Low Observable (LO/CLO) technology and/or Critical Program Information (CPI) (see DoD Manual S-5230.28). (1) If the answer is no, include the following statement: “The export contemplated herein does NOT involve the discussion, offer, or release of systems, techniques, technologies, or capabilities described in DoD Manual S-5230.28 nor the discussion, offer, or release of Critical Program Information.” Guidelines for Preparing Agreements (Revision 5.2) 12 DoD Manual S-5230.28). (1) If the answer is no, include the following statement: “The export contemplated herein does NOT involve the discussion, offer, or release of systems, techniques, technologies, or capabilities described in DoD Manual S-5230.28 nor the discussion, offer, or release of Critical Program Information.” Guidelines for Preparing Agreements (Revision 5.2) 12 (2) If the answer is yes, provide a positive statement and answer the following questions. (A) When was the sponsoring service notified of this specific license request? (B) Did the sponsoring service recommend a LO/CLO or AT Executive Agent review? If not, attach a copy of the response. (C) Has this specific license request been briefed to the LO/CLO Tri-Service Committee (TSC), LO/CLO EXCOM or AT Executive Agent? If so, provide date(s). Also, provide contact info for a knowledgeable DoD point of contact (POC). (D) Has the LO/CLO TSC, LO/CLO EXCOM or AT Executive Agent provided formal feedback regarding the contemplated export? If so, provide date(s). Also, provide contact info for a knowledgeable DoD POC. Note: Applicants are cautioned to answer the questions as written and only provide “yes” or “no” answers, POC, and date so that the answers remain UNCLASSIFIED. f. Congressional Notification. Provide a statement whether the proposed agreement requires Congressional Notification. For guidance on Congressional Notification, see Section 8. g. Law/Consulting Firms. If utilizing a law firm or consulting firm, provide a statement that the firm is authorized to interact with the U.S. Government on the applicant’s behalf, and define what activities they are authorized to conduct (i.e., submit information, serve as a point of contact) and provide the firm’s point of contact information. h. Signature. The transmittal letter must be signed, preferably by an empowered official w firm or consulting firm, provide a statement that the firm is authorized to interact with the U.S. Government on the applicant’s behalf, and define what activities they are authorized to conduct (i.e., submit information, serve as a point of contact) and provide the firm’s point of contact information. h. Signature. The transmittal letter must be signed, preferably by an empowered official. Additionally, an empowered official must sign transmittal letters when allowing law firms or consulting firms to interact with the U.S. Government on behalf of the applicant. Transmittal letters may be signed using digital signatures. Guidelines for Preparing Agreements (Revision 5.2) 13 1.2 – Template for TAA/MLA Transmittal Letters ABC Company 1234 South Rd. Anywhere, VA 98765 May 7, 20xx Director Office of Defense Trade Controls Licensing 2401 E Street N.W., Suite 1200 (SA-1) Washington, D.C. 20522-0112 Subject: Proposed Technical Assistance Agreement (or Manufacturing License Agreement) for the support (or manufacture) of the How to Write Agreements Processor References: TA 1234-00; TA-6543-09 (050xxxxxx) Dear Director: Submitted herewith is a submission package which includes this letter and the proposed Technical Assistance Agreement for the transfer of certain technical information, hardware (if applicable) and services necessary for the integration, troubleshooting, and maintenance of the How to Write Agreements Processor. TRANSACTION SUMMARY Provide a brief description on the purpose of the agreement and how it will be executed by the parties to include scope, role of parties to include the end-users, review of defense articles and services to be transferred, and any known precedent export pertaining to the agreement. REQUIRED INFORMATION In accordance with § 124.12, the following information is provided: (a)(1) The DDTC applicant code is M-0000. on the purpose of the agreement and how it will be executed by the parties to include scope, role of parties to include the end-users, review of defense articles and services to be transferred, and any known precedent export pertaining to the agreement. REQUIRED INFORMATION In accordance with § 124.12, the following information is provided: (a)(1) The DDTC applicant code is M-0000. (a)(2) The parties to this agreement are as follows: The foreign licensee(s) XXX Technologies Full Address (no P.O. Box) Country Guidelines for Preparing Agreements (Revision 5.2) 14 AAAA Systems Incorporated Full Address (no P.O. Box) Country U.S. Signatories ABC Company 1234 South Rd. Anywhere, VA 98765 U.S. Agreement Writers Guild Full Address (no P.O. Box) The scope of this agreement entails (Applicant) furnishing defense services providing manufacturing know-how if an MLA disclosing technical data providing defense articles (applicant should provide a one-line description) to the licensee(s) for the (briefly identify task to be performed) of (commodity or program) for end-use by (identify end-use and end-user). This agreement is valid until March 31, 20XX. (Choose appropriate month per Section 6) (a)(3) Identify relevant U.S. Government contracts under which equipment or technical data was generated, improved or developed and supplied to the U.S. Government (to include any relationship to any Foreign Military Sales (FMS) case), and whether the equipment or technical data was derived from any bid or other proposal to the U.S. Government. If none, so state and identify cognizant U.S. military service. relevant U.S. Government contracts under which equipment or technical data was generated, improved or developed and supplied to the U.S. Government (to include any relationship to any Foreign Military Sales (FMS) case), and whether the equipment or technical data was derived from any bid or other proposal to the U.S. Government. If none, so state and identify cognizant U.S. military service. (a)(4) The highest U.S. military security classification of the equipment or technical data to be transferred under the terms of this agreement is (Unclassified, Confidential, Secret or Top Secret). (If foreign classified equipment or technical data is to be transferred, state as such, and identify whether or not the U.S. parties will generate or modify the foreign classified information). (a)(5) State whether any patent requests which disclose any of the subject matter of the equipment or related technical data covered by an invention secrecy order issued by the U.S. Patent and Trademark Office are on file concerning this agreement. If so, list the patents herein. (a)(6) The estimated value of this agreement is as follows: Guidelines for Preparing Agreements (Revision 5.2) 15 Line Number Item Value 1 Technical Data and Defense Services $1,000,000 2 3 4 5 6 Hardware Permanent Export by DSP-5 or DSP-85 (Tooling/Support Equipment) Permanent Export by DSP-5 or DSP-85 (Kits and Components incorporated into manufactured items) (MLA only) Temporary Export by DSP-73 or DSP-85 Temporary Import by DSP-61 or DSP-85 Total Licensed Hardware (Sum of lines 2, 3, 4 & 5) $21,000,000 N/A $3,000,000 $4,000,000 $28,000,000 7 Hardware Value for Congressional Notification (line 2) $21,000,000 8 Hardware Manufactured Abroad (Line 3 plus work done by foreign licensees as result of the MLA) (MLA only) N/A 9 AGREEMENT TOTAL VALUE (Sum of lines 1, 6 & 8) $29,000,000 10 Congressional Notification Value (Sum of lines 1, 7 & 8) $22,000,000 $21,000,000 N/A $3,000,000 $4,000,000 $28,000,000 7 Hardware Value for Congressional Notification (line 2) $21,000,000 8 Hardware Manufactured Abroad (Line 3 plus work done by foreign licensees as result of the MLA) (MLA only) N/A 9 AGREEMENT TOTAL VALUE (Sum of lines 1, 6 & 8) $29,000,000 10 Congressional Notification Value (Sum of lines 1, 7 & 8) $22,000,000 (a)(7) Applicant must provide a statement indicating whether any foreign military sales credits or loan guarantees are or will be involved in financing the agreement. (a)(8) The agreement must describe any classified information involved (U.S. or foreign) and identify, from DoD form DD 254, the physical address and telephone number of the U.S. Government office that classified the information and the classification source (i.e., document). If no classified information is involved, so state, but do not omit. (a)(9) For agreements that may require the export of classified information, the Defense Counterintelligence and Security Agency4 cognizant security offices that have responsibility for the facilities of the U.S. parties to the agreement shall be identified. The facility security clearance codes of the U.S. parties shall also be provided. If no classified information is involved, so state, but do not omit. REQUIRED STATEMENTS (b)(1) If the agreement is approved by the Department of State, such approval will not be construed by (the applicant) as passing on the legality of the agreement from the standpoint of antitrust laws or other applicable statutes, nor will (the applicant) construe the Department’s approval as 4 The Defense Security Service (DSS) was renamed the Defense Counterintelligence and Security Agency (DCSA) effective June 20, 2019. The Department is in the process of remedying the outdated reference. NOTE: See Section 7 for detailed guidance on preparing the valuation table. NOTE: The following statements must be included verbatim from ITAR § 124.12(b). rue the Department’s approval as 4 The Defense Security Service (DSS) was renamed the Defense Counterintelligence and Security Agency (DCSA) effective June 20, 2019. The Department is in the process of remedying the outdated reference. NOTE: See Section 7 for detailed guidance on preparing the valuation table. NOTE: The following statements must be included verbatim from ITAR § 124.12(b). Guidelines for Preparing Agreements (Revision 5.2) 16 constituting either approval or disapproval of any of the business terms or conditions between the parties to the agreement. (b)(2) The (applicant) will not permit the proposed agreement to enter into force until it has been approved by the Department of State. (b)(3) The (applicant) will furnish the Department of State with one copy of the signed agreement (or amendment) within 30 days from the date that the agreement is concluded and will inform the Department of its termination not less than 30 days prior to the expiration and provide information on the continuation of any foreign rights or the flow of technical data to the foreign party. If a decision is made not to conclude the proposed agreement, the applicant will so inform the Department within 60 days. (b)(4) If this agreement grants any rights to sub-license, it will be amended to require that all sub- licensing arrangements incorporate all the provisions of the base agreement that refer to the U.S. Government and the Department of State (i.e., 22 CFR 124.8 and 124.9). SUPPLEMENTAL INFORMATION: Defense articles intended for export in furtherance of this agreement will be shipped via separate license (e.g., DSP-5. DSP-73, etc.). No defense articles (hardware) will be shipped in furtherance of this agreement. Only technical data and/or other defense services will be provided. This agreement relates to the following U.S. Munitions List category(ies): (e.g., XII(c)(2)(i)*, XII(d)(1)(i), XII(d)(1)(ii), and XII(f) ort in furtherance of this agreement will be shipped via separate license (e.g., DSP-5. DSP-73, etc.). No defense articles (hardware) will be shipped in furtherance of this agreement. Only technical data and/or other defense services will be provided. This agreement relates to the following U.S. Munitions List category(ies): (e.g., XII(c)(2)(i)*, XII(d)(1)(i), XII(d)(1)(ii), and XII(f). Category XII(c) is designated as SME.) If the agreement proposes only the export of technical data and/or the furnishing of defense services: This agreement relates to the following U.S. Munitions List category(ies): [e.g., XII(f) as it relates to XII(c)(2)(i)*, XII(d)(1)(i) and XII(d)(1)(ii)]. If the agreement involves the transfer of classified technical data or technical data for the manufacture of SME abroad, state whether a Nontransfer and Use Certificate (Form DSP-83), is/is not attached in accordance with § 124.10. If the agreement is related to USML Category XIX, answer the Gas Turbine Engine Technology Questions. The export contemplated herein does (does NOT) involve the discussion, offer, or release of systems, techniques, technologies, or capabilities described in DoD Manual S-5230.28 or (nor) the discussion, offer, or release of Critical Program Information. NOTE: If the answer to the above statement is yes, answer the LO/CLO questions. Guidelines for Preparing Agreements (Revision 5.2) 17 This agreement does (does NOT) require Congressional Notification pursuant to § 123.15 and/or § 124.11. Note: If such notification is required, the executive summary for Congressional Notification and signed contract should be uploaded to the DSP-5 vehicle. DTCL cannot proceed beyond initial staffing without these documents. If you require additional information, please contact (list license point of contact) at telephone number (area code and number), e-mail name@company.com. If a law firm or consulting firm is authorized to interact with the U.S ry for Congressional Notification and signed contract should be uploaded to the DSP-5 vehicle. DTCL cannot proceed beyond initial staffing without these documents. If you require additional information, please contact (list license point of contact) at telephone number (area code and number), e-mail name@company.com. If a law firm or consulting firm is authorized to interact with the U.S. Government on the applicant’s behalf, state as such. Sincerely, Signature block Guidelines for Preparing Agreements (Revision 5.2) 18 1.3 – Instructions for WDA Transmittal Letters a. Preamble – The preamble to the transmittal letter provides the reviewing officer with a concise description of what the package includes and the purpose (to include commodity) of the request. b. Transaction Summary – The transaction summary should provide a brief description of the proposed agreement. If possible, keep this section to no longer than one page and include: - A general scope of effort to include defense articles provided - Description of the roles of each party - Names and description of the end-users and the end-use systems and platforms, to include variants thereof - A short review of the commodity or program as necessary - Information on the defense articles that will be transferred. Attachments can be included that contain more detailed information, but a short description is still required c. References – List previous relevant agreements (to include DSP-5 vehicle numbers), licenses, general correspondence submissions, and FMS cases if applicable. 1.3.1. § 124.14(e) Requirements The applicant must comply with ITAR § 124.14(e), “Transmittal Letters.” All information required pursuant to that section must be provided. If any provision of this section is not applicable, indicate this in the transmittal letter. The requirements of § 124.14(e) are reproduced in the template in Section 1.4. Specific guidance on certain § 124.14(e) requirements follows: a (e) Requirements The applicant must comply with ITAR § 124.14(e), “Transmittal Letters.” All information required pursuant to that section must be provided. If any provision of this section is not applicable, indicate this in the transmittal letter. The requirements of § 124.14(e) are reproduced in the template in Section 1.4. Specific guidance on certain § 124.14(e) requirements follows: a. 124.14(e)(2). Provide a statement identifying the licensee(s) and the scope of the agreement. This section should include: (1) Identifying Licensee(s): (A) The name and specific addresses (P.O. Box is not sufficient) of all U.S. and foreign signatories to the agreement. Only one location is required for governmental entities. For private companies, the primary business location where activity will occur under the agreement should be identified. If the private company has other business locations in the same country that will be involved, either list all of those locations or add the phrase "(and all locations in [identify the country])." If the same legal entity has business locations in different countries that will participate in the agreement, at least one address per legal entity per country must be identified in order to authorize transfers to those locations. Guidelines for Preparing Agreements (Revision 5.2) 19 (2) Scope of the Agreement: (A) A brief description of the commodity or program, and tasks to be performed, to include the end-user, end-use, and end-use systems and platforms (to include variants thereof). (B) The expiration date of the agreement. For guidance on determining the expiration date, see Section 6. b. § 124.14(e)(5). The applicant must make the following statement: “No classified defense articles or classified technical data is involved in this agreement.” 1.3.2. Statements Required by § 124.14(f) The statements in § 124.14(f) must be included verbatim as they appear in the ITAR. 1.3.3. Supplemental Information a. USML Categories n determining the expiration date, see Section 6. b. § 124.14(e)(5). The applicant must make the following statement: “No classified defense articles or classified technical data is involved in this agreement.” 1.3.2. Statements Required by § 124.14(f) The statements in § 124.14(f) must be included verbatim as they appear in the ITAR. 1.3.3. Supplemental Information a. USML Categories. Identify all USML categories that relate to the agreement to the lowest USML subcategory. b. SME. Specify whether defense articles hardware are/are not designated as Significant Military Equipment (SME). NOTE: Generally, it is the policy of DTCL to not approve SME under a WDA unless exceptional circumstances exist. c. Law/Consulting Firms. If utilizing a law firm or consulting firm, provide a statement that the firm is authorized to interact with the U.S. Government on the applicant’s behalf, and define what activities they are authorized to conduct (i.e., submit information, serve as a point of contact) and provide firm point of contact information. d. Signature. The transmittal letter must be signed, preferably by an empowered official. Additionally, an empowered official is to sign the transmittal letter when allowing law firms or consulting firms to interact with the U.S. Government on behalf of the applicant. Transmittal letters may be signed using digital signatures. Guidelines for Preparing Agreements (Revision 5.2) 20 1.4 – Template for WDA Transmittal Letters ABC Company 1234 South Rd. Anywhere, VA 98765 May 7, 20XX Director Office of Defense Trade Controls Licensing 2401 E Street N.W., Suite 1200 (SA-1) Washington, D.C with the U.S. Government on behalf of the applicant. Transmittal letters may be signed using digital signatures. Guidelines for Preparing Agreements (Revision 5.2) 20 1.4 – Template for WDA Transmittal Letters ABC Company 1234 South Rd. Anywhere, VA 98765 May 7, 20XX Director Office of Defense Trade Controls Licensing 2401 E Street N.W., Suite 1200 (SA-1) Washington, D.C. 20522-0112 Subject: Proposed Warehouse and Distribution Agreement for Aircraft Spare Parts and Components References: AG 1234-00; DSP-5 050XXXXXX Dear Director: Submitted herewith is a submission package which includes this letter and the proposed Warehouse and Distribution Agreement for the warehousing and distribution of aircraft spare parts and components to the authorized distribution territory. TRANSACTION SUMMARY Provide a brief description of the purpose of the agreement and how it will be executed by the parties to include scope, role of parties to include the end-users, review of defense articles and defense services to be transferred, and any known precedent of export pertaining to the agreement. REQUIRED INFORMATION In accordance with § 124.14, the following information is provided: (e)(1) The DDTC applicant code is M-0000. (e)(2) The parties to this agreement are as follows: The foreign licensee(s) XXX Technologies Full Address (no P.O. Box) Country Guidelines for Preparing Agreements (Revision 5.2) 21 U.S. Signatories ABC Company 1234 South Rd. Anywhere, VA 98765 Include a brief description of the commodity or program, and tasks to be performed, to include end-use. This agreement is valid until March 31, 20XX. (Choose appropriate month per Section 6) (e)(3) The defense articles to be distributed under the agreement are (applicant should provide a summary of the defense articles. An attachment may be used to list the defense articles but it should be referenced in this section). ommodity or program, and tasks to be performed, to include end-use. This agreement is valid until March 31, 20XX. (Choose appropriate month per Section 6) (e)(3) The defense articles to be distributed under the agreement are (applicant should provide a summary of the defense articles. An attachment may be used to list the defense articles but it should be referenced in this section). (e)(4) Identify relevant U.S. Government contracts under which equipment was generated, improved or developed and supplied to the U.S. Government, and whether the equipment was derived from any bid or other proposal to the U.S. Government. If none, so state and identify cognizant U.S. military service. (e)(5) No classified defense articles or classified technical data is involved in this agreement. (e)(6) State whether any patent applications which disclose any of the subject matter of the equipment or related technical data covered by an invention secrecy order issued by the U.S. Patent and Trademark Office are on file concerning this agreement. If so, list the patents herein. REQUIRED STATEMENTS (f)(1) If the agreement is approved by the Department of State, such approval will not be construed by (applicant) as passing on the legality of the agreement from the standpoint of antitrust laws or other applicable statutes, nor will (the applicant) construe the Department's approval as constituting either approval or disapproval of any of the business terms or conditions between the parties to the agreement. (f)(2) The (applicant) will not permit the proposed agreement to enter into force until it has been approved by the Department of State. rom the standpoint of antitrust laws or other applicable statutes, nor will (the applicant) construe the Department's approval as constituting either approval or disapproval of any of the business terms or conditions between the parties to the agreement. (f)(2) The (applicant) will not permit the proposed agreement to enter into force until it has been approved by the Department of State. (f)(3) (Applicant) will furnish the Department of State with one copy of the signed agreement (or amendment thereto) within 30 days from the date that the agreement is concluded and will inform the Department of its termination not less than 30 days prior to the expiration. If a decision is made not to conclude the proposed agreement, (applicant) will so inform the Department within 60 days. NOTE: The following statements must be included verbatim from ITAR § 124.14(f). Guidelines for Preparing Agreements (Revision 5.2) 22 SUPPLEMENTARY INFORMATION: This agreement relates to the following U.S. Munitions List category(ies): (list applicable USML category and subcategory from § 121). Identify whether the hardware is Significant Military Equipment (SME). For multiple categories, state which are designated SME. If you require additional information, please contact (list license point of contact) at telephone number (area code and number), e-mail name@company.com. If a law firm or consulting firm is authorized to interact with the U.S. Government on the applicant’s behalf, state as such. Sincerely, Signature block Guidelines for Preparing Agreements (Revision 5.2) 23 2 - Proposed Agreement An Agreement has the following elements: (1) Preamble (2) WHEREAS Clauses (3) NOW THEREFORE Clauses (4) Required information per § 124.7(a) or § 124.14(b) (5) Verbatim statements, as required, per § 124.8(a), § 124.9 and § 124.14(c). (6) Signature page tate as such. Sincerely, Signature block Guidelines for Preparing Agreements (Revision 5.2) 23 2 - Proposed Agreement An Agreement has the following elements: (1) Preamble (2) WHEREAS Clauses (3) NOW THEREFORE Clauses (4) Required information per § 124.7(a) or § 124.14(b) (5) Verbatim statements, as required, per § 124.8(a), § 124.9 and § 124.14(c). (6) Signature page (7) Addendums, attachments, and appendices (as appropriate) 2.1 - Instructions for TAAs and MLAs a. Preamble – The preamble to the proposed agreement should clearly identify all parties to the agreement and include physical addresses for each party. It is recommended that the applicant list the parties in bullet format for ease of readability and review. (1) Only one location is required for governmental entities. For private companies, the primary business location where activity will occur under the agreement should be identified. If the private company has other business locations in the same country that will be involved, either list all of those locations or add the phrase "(and all locations in [identify the country])." If the same legal entity has business locations in different countries that will participate in the agreement, at least one address per legal entity per country must be identified in order to authorize transfers to those locations. b. WHEREAS Clauses – The WHEREAS clauses should be used to describe the program itself and identify the roles and responsibilities of each party to the agreement. They should also provide pertinent information such as end-use systems and platforms (to include variants thereof) and the role of non-signatory end-users. c. NOW THEREFORE Clauses – There are three NOW THEREFORE clauses. The first clause should provide a concise summary of the program or agreement to include a general scope of the effort. The second and third clauses should be cited verbatim and can be found in the template provided in Section 2.2 below. 2.1.1 platforms (to include variants thereof) and the role of non-signatory end-users. c. NOW THEREFORE Clauses – There are three NOW THEREFORE clauses. The first clause should provide a concise summary of the program or agreement to include a general scope of the effort. The second and third clauses should be cited verbatim and can be found in the template provided in Section 2.2 below. 2.1.1. § 124.7(a) Requirements (TAAs and MLAs) a. § 124.7(a)(1). The applicant must describe the defense article (hardware) to be manufactured and all defense articles (hardware) to be exported or temporarily imported in furtherance of the agreement, including paragraph (x) items, if applicable. Defense articles (hardware) designated as SME must be described either by military nomenclature, contract number, National Stock Number, name plate data, or other specific information. The applicant may address defense articles (hardware) in a separate attachment to the request but must reference the attachment under § 124.7(a)(1). Guidelines for Preparing Agreements (Revision 5.2) 24 (1) The applicant must clearly differentiate between defense articles to be manufactured abroad, and defense articles to be exported or temporarily imported in furtherance of the agreement. If the agreement provides for the licensed manufacture of defense articles abroad, the applicant must provide the quantity of each defense article to be manufactured. The applicant must also delineate, at least in general terms, between hardware subject to the USML and hardware subject to the CCL if the applicant wishes to submit IFO licenses that include paragraph (x). nce of the agreement. If the agreement provides for the licensed manufacture of defense articles abroad, the applicant must provide the quantity of each defense article to be manufactured. The applicant must also delineate, at least in general terms, between hardware subject to the USML and hardware subject to the CCL if the applicant wishes to submit IFO licenses that include paragraph (x). (2) If no hardware is being manufactured or exported, then state the following: “No defense articles (hardware) will be manufactured, exported or temporarily imported in furtherance of this agreement. Only technical data and/or defense services will be provided.” b. § 124.7(a)(2). The applicant must describe the assistance and technical data, to include any design and manufacturing know-how involved, and any manufacturing rights to be given. The applicant may address the assistance and technical data in a separate attachment to the request but must reference the attachment under § 124.7(a)(2). The applicant need not delineate between technical data subject to the USML and technology subject to the CCL, as long as the agreement makes clear that CCL technology will be transferred and that it will be used in or with the USML technical data. c. § 124.7(a)(3). The applicant must state the expiration date of the agreement. For guidance on determining the expiration date, see Section 6. d. § 124.7(a)(4). The applicant must specifically identify the countries or areas in which manufacturing, production, processing, sale or other form of transfer is to be licensed. This section is broken down into five parts: USML technical data. c. § 124.7(a)(3). The applicant must state the expiration date of the agreement. For guidance on determining the expiration date, see Section 6. d. § 124.7(a)(4). The applicant must specifically identify the countries or areas in which manufacturing, production, processing, sale or other form of transfer is to be licensed. This section is broken down into five parts: (1) Transfer Territories and End-Users. Specifically identify the physical territories where transfers will take place. This includes: (A) the countries of all foreign signatories and sub-licensees (B) proposed marketing territories (C) proposed sales territories (required for MLAs) (D) the territory for space launch services (if applicable) (E) any additional transfer territories. Additionally, identify the ultimate end-user(s) and the end-use system(s) and platform(s), to include variants thereof. See Section 12 for additional guidance on end-users. NOTE: Only defense articles (hardware) described in the agreement or on an addendum sheet and referenced herein will be eligible for export or temporary import by separate license (i.e., DSP-5, DSP-73, DSP-61, DSP-85). § 123.16(b)(1) must be specifically identified in order to be used. Guidelines for Preparing Agreements (Revision 5.2) 25 (2) Sub-licensing. If foreign sub-licensing is requested, include the sub-licensing statement and identify the sub-licensees (see Section 9.1). If there are no foreign sub-licensees, state that “Foreign sub-licensing is not authorized.” (3) Dual and Third Country Nationals. Identify the nationalities of any DN/TCNs being requested for DDTC vetting. If no DN/TCNs are being requested, the applicant may state that “Dual/Third Country National Employees are not authorized.” Alternatively, the applicant may use the optional § 126.18 exemption statement. See Section 10 for further guidance. ign sub-licensing is not authorized.” (3) Dual and Third Country Nationals. Identify the nationalities of any DN/TCNs being requested for DDTC vetting. If no DN/TCNs are being requested, the applicant may state that “Dual/Third Country National Employees are not authorized.” Alternatively, the applicant may use the optional § 126.18 exemption statement. See Section 10 for further guidance. (4) Foreign Person Employees. If any Foreign Persons employed by the U.S. applicant or any U.S. signatories will participate in the program, identify the countries of the FPEs. Identification by name is not required. If there are no FPEs, state that “There are no Foreign Person Employees that will participate in this agreement.” (5) Contract Employees. If contract labor will be used, add the Contract Employee statement that can be found in the template provided in Section 2.2 below. 2.1.2. Statements Required by § 124.8(a) and § 124.9 The statements in § 124.8(a) must be included verbatim as they appear in the ITAR in both TAAs and MLAs. The statements in § 124.9 must be included verbatim for MLAs only. Guidelines for Preparing Agreements (Revision 5.2) 26 2.2 - TAA/MLA Template This agreement is entered into between: • (Company name), an entity incorporated in the State of (state) with offices at (company address), and • (Foreign company name), whose office is situated at (foreign company address) and is effective upon the date of signature of the last party to sign the agreement. WHEREAS, (applicant name) (Describe the program for which you are providing technical assistance (or manufacturing for) and the type of assistance you will provide.) WHEREAS, (foreign or other U.S. company name) (describe the company's role in the TAA (or MLA) – have a separate paragraph for each foreign company) NOW THEREFORE, the parties desire to enter into the Technical Assistance (or Manufacturing Licensing) Agreement as follows: 1 which you are providing technical assistance (or manufacturing for) and the type of assistance you will provide.) WHEREAS, (foreign or other U.S. company name) (describe the company's role in the TAA (or MLA) – have a separate paragraph for each foreign company) NOW THEREFORE, the parties desire to enter into the Technical Assistance (or Manufacturing Licensing) Agreement as follows: 1. This Technical Assistance (or Manufacturing Licensing) Agreement is intended to (Provide concise summary of program to be done under the agreement. This summary can be drawn from the Statement of Work. The Statement of Work can be a separate document attached to the TAA (or MLA) and incorporated by reference within the agreement.) 2. It is understood that this Technical Assistance (or Manufacturing Licensing) Agreement is entered into as required under U.S. government regulations and is an independent agreement between the parties, the terms of which will prevail, notwithstanding any conflict or inconsistency that may be contained in other arrangements between the parties on the subject matter. 3. The parties agree to comply with all applicable sections of the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) and that more particularly in accordance with such regulations the following conditions apply to this agreement: I. § 124.7(a) (1) Describe the defense article (hardware) to be manufactured and all defense articles to be exported (and/or temporarily imported) in furtherance or support of this agreement. Describe defense articles by military nomenclature, contract number, Federal Stock Number, name plate data, or other specific information. An attachment may be used to list hardware; reference such attachments in this article. If no hardware is being manufactured or exported or temporarily imported, state: “No defense articles (hardware) will be manufactured, exported or temporarily imported in furtherance of this agreement enclature, contract number, Federal Stock Number, name plate data, or other specific information. An attachment may be used to list hardware; reference such attachments in this article. If no hardware is being manufactured or exported or temporarily imported, state: “No defense articles (hardware) will be manufactured, exported or temporarily imported in furtherance of this agreement. Only technical data (and/or) other defense services will be provided.” Guidelines for Preparing Agreements (Revision 5.2) 27 (2) Describe the assistance and technical data, to include any design and manufacturing know- how involved, and any manufacturing rights to be given. The applicant may address the assistance and technical data in a separate attachment to the request; reference the attachment under this article. (3) This agreement is valid through March 31, 20XX. (choose appropriate month per Section 6) (4) Territory. a. The transfer of technical data, defense articles, and defense services is authorized between the United States and (list countries of foreign licensees, sub-licensees, and transfer territories) for end-use by (list all ultimate end-users to include U.S. end-users). Marketing is authorized to the following territories: (list marketing territories, as applicable) Sales are authorized to the following territories: (list sales territories, as applicable – REQUIRED FOR MLAs) Distribution is authorized to the following territories: (list distribution territories, as applicable) b. Foreign sub-licensing rights are not granted to the foreign licensees. Foreign sub- licensing rights are granted to the foreign licensees (or list the specific foreign licensee). Sub- licensees are identified in Attachment ___. Sub-licensees are required to execute a Non-Disclosure Agreement (NDA) prior to provision of, or access to the defense articles, technical data or defense services eign sub-licensing rights are not granted to the foreign licensees. Foreign sub- licensing rights are granted to the foreign licensees (or list the specific foreign licensee). Sub- licensees are identified in Attachment ___. Sub-licensees are required to execute a Non-Disclosure Agreement (NDA) prior to provision of, or access to the defense articles, technical data or defense services. The executed NDA, referencing the DDTC Case number and incorporating all the provisions of the Agreement that refer to the United States Government and the Department of State (i.e., § 124.8(a) and § 124.9), will be maintained on file by (the applicant) for five years from the expiration of the agreement. NOTE: Only defense articles (hardware) listed in the agreement or on an addendum sheet and referenced here will be eligible for export in furtherance of the agreement. NOTE: The statement below is optional. See Section 13.1. NOTE: The three statements above are in addition to listing the proposed marketing/sales parties as end-users in the “for end-use by” statement above. Attachment(s) may be used to identify the countries in which marketing/sales/distribution may occur; reference such attachments in this article. Guidelines for Preparing Agreements (Revision 5.2) 28 Amendments solely to add or remove sub-licensees, change the names or addresses of existing sub-licensees, or change sub-licensee roles may be approved and take effect without requiring signatures of all parties. The following restrictions apply to such amendments: a. New sub-licensees and addresses must be in approved territories; b. All new sub-licensees and sub-licensee name or address changes must be approved by DDTC; c. After DTCL approval, the agreement holder must sign the amendment, which constitutes execution for the purposes of such an amendment; d. Before transfers may be made to the new sub-licensees: rictions apply to such amendments: a. New sub-licensees and addresses must be in approved territories; b. All new sub-licensees and sub-licensee name or address changes must be approved by DDTC; c. After DTCL approval, the agreement holder must sign the amendment, which constitutes execution for the purposes of such an amendment; d. Before transfers may be made to the new sub-licensees: (1) The agreement holder must notify all other signatories of the change by providing them with a copy of the approved, signed amendment; and (2) Sub-licensees are required to execute a Non-Disclosure Agreement (NDA). e. If a sub-licensee is removed, the agreement holder will provide a copy of the signed amendment to all other signatories and all transfers to that sub-licensee must immediately cease. c. Dual/Third Country National Employees are not authorized are authorized as follows: (1) Transfers of defense articles, to include technical data, to dual nationals and/or third country nationals by foreign licensees, consignees, sub-licensees, and end-users authorized in the agreement may be conducted in accordance with § 126.18. (2) Pursuant to § 124.8(a)(5), this agreement authorizes access to unclassified defense articles, to include technical data, or defense services by individuals who are dual/third country national employees of the foreign licensees (and the approved sub-licensees – if applicable). The exclusive nationalities authorized are (list all foreign nationalities of the employees). Prior to any access, the employee must execute a Non-Disclosure Agreement (NDA) referencing this DDTC case number. The applicant must maintain copies of the executed NDAs for five years from the expiration of the agreement. d. The U.S. applicant (or U.S. Signatories) currently employs Foreign Person(s) of the following countries who will participate in this program: (list countries here) There are no Foreign Person Employees that will participate in this agreement. e ncing this DDTC case number. The applicant must maintain copies of the executed NDAs for five years from the expiration of the agreement. d. The U.S. applicant (or U.S. Signatories) currently employs Foreign Person(s) of the following countries who will participate in this program: (list countries here) There are no Foreign Person Employees that will participate in this agreement. e. Contract employees to any party to the agreement hired through a staffing agency or other contract employee provider shall be treated as employees of the party, and that party is legally responsible for the employees’ actions with regard to transfer of ITAR controlled defense articles to include technical data, and defense services. Transfers to the staffing agency or other contract employee provider by any contract employees are not authorized. The party is further responsible for certifying that each employee is individually aware of their responsibility with regard to the proper handling of ITAR controlled defense articles, technical data, and defense services. NOTE: Statement (1) below is optional. See Section 10.4.1. Guidelines for Preparing Agreements (Revision 5.2) 29 II. § 124.8(a) (1) This agreement shall not enter into force, and shall not be amended or extended, without the prior written approval of the Department of State of the U.S. Government. (2) This agreement is subject to all United States laws and regulations relating to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations. (3) The parties to this agreement agree that the obligations contained in this agreement shall not affect the performance of any obligations created by prior contracts or subcontracts which the parties may have individually or collectively with the U.S. Government. d regulations relating to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations. (3) The parties to this agreement agree that the obligations contained in this agreement shall not affect the performance of any obligations created by prior contracts or subcontracts which the parties may have individually or collectively with the U.S. Government. (4) No liability will be incurred by or attributed to the U.S. Government in connection with any possible infringement of privately owned patent or proprietary rights, either domestic or foreign, by reason of the U.S. Government's approval of this agreement. (5) The technical data or defense service exported from the United States in furtherance of this agreement and any defense article which may be produced or manufactured from such technical data or defense service may not be transferred to a foreign person except pursuant to 22 CFR 126.7 or 126.18, as specifically authorized in this agreement, or where prior written approval of the Department of State has been obtained. (6) All provisions in this agreement which refer to the United States Government and the Department of State will remain binding on the parties after the termination of the agreement. III. § 124.9(a) (1) No export, sale, transfer or other disposition of the licensed article is authorized to any country outside the territory wherein manufacture or sale is herein licensed without the prior written approval of the U.S. Government unless otherwise exempted by the U.S. Government. Sales or other transfers of the licensed article shall be limited to governments of countries wherein manufacture or sale is hereby licensed and to private entities seeking to procure the licensed article pursuant to a contract with any such government unless the prior written approval of the U.S. Government is obtained. of the U.S. Government unless otherwise exempted by the U.S. Government. Sales or other transfers of the licensed article shall be limited to governments of countries wherein manufacture or sale is hereby licensed and to private entities seeking to procure the licensed article pursuant to a contract with any such government unless the prior written approval of the U.S. Government is obtained. (2) It is agreed that sales by licensee or its sub-licensees under contract made through the U.S. Government will not include either charges for patent rights in which the U.S. Government holds a royalty-free license, or charges for data which the U.S. Government has a right to use and disclose to others, which are in the public domain, or which the U.S. Government has acquired or is entitled to acquire without restrictions upon their use and disclosure to others. NOTE: The following statements must be included verbatim from ITAR § 124.8(a). NOTE: For MLAs only, the following statements must be included verbatim from ITAR § 124.9(a). Guidelines for Preparing Agreements (Revision 5.2) 30 (3) If the U.S. Government is obligated or becomes obligated to pay to the licensor royalties, fees, or other charges for the use of technical data or patents which are involved in the manufacture, use, or sale of any licensed article, any royalties, fees or other charges in connection with purchases of such licensed article from licensee or its sub-licensees with funds derived through the U.S. Government may not exceed the total amount the U.S. Government would have been obligated to pay the licensor directly. the use of technical data or patents which are involved in the manufacture, use, or sale of any licensed article, any royalties, fees or other charges in connection with purchases of such licensed article from licensee or its sub-licensees with funds derived through the U.S. Government may not exceed the total amount the U.S. Government would have been obligated to pay the licensor directly. (4) If the U.S. Government has made financial or other contributions to the design and development of any licensed article, any charges for technical assistance or know-how relating to the item in connection with purchases of such articles from licensee or sub-licensees with funds derived through the U.S. Government must be proportionately reduced to reflect the U.S. Government contributions, and subject to the provisions of paragraphs (a)(2) and (3) of this section, no other royalties, or fees or other charges may be assessed against U.S. Government funded purchases of such articles. However, charges may be made for reasonable reproduction, handling, mailing, or similar administrative costs incident to the furnishing of such data. (5) The parties to this agreement agree that an annual report of sales or other transfers pursuant to this agreement of the licensed articles, by quantity, type, U.S. dollar value, and purchaser or recipient, shall be provided by (applicant or licensee) to the Department of State. oduction, handling, mailing, or similar administrative costs incident to the furnishing of such data. (5) The parties to this agreement agree that an annual report of sales or other transfers pursuant to this agreement of the licensed articles, by quantity, type, U.S. dollar value, and purchaser or recipient, shall be provided by (applicant or licensee) to the Department of State. (6) (Licensee(s)) agree(s) to incorporate the following statement as an integral provision of a contract, commercial invoice or other appropriate document whenever the licensed articles are sold or otherwise transferred: “These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.” NOTE: Paragraph (4) above must properly reference the paragraph numbering system used in the agreement and not just repeat the ITAR numbering. NOTE: This clause must specify which party is obligated to provide the annual report. Such reports may be submitted either directly by the licensee or indirectly through the licensor, and may cover calendar or fiscal years. Reports shall be deemed proprietary information by the Department of State and will not be disclosed to unauthorized persons. See ITAR § 120.21(b). NOTE: This clause is written for the foreign licensee(s)—the foreign licensee(s) should be identified in the first parenthetical, not the U.S. applicant. Guidelines for Preparing Agreements (Revision 5.2) 31 § 124.9(b) dar or fiscal years. Reports shall be deemed proprietary information by the Department of State and will not be disclosed to unauthorized persons. See ITAR § 120.21(b). NOTE: This clause is written for the foreign licensee(s)—the foreign licensee(s) should be identified in the first parenthetical, not the U.S. applicant. Guidelines for Preparing Agreements (Revision 5.2) 31 § 124.9(b) (1) A completed Nontransfer and Use Certificate (DSP-83) must be executed by the foreign end- user and submitted to the Department of State of the United States before any transfer may take place. (2) The prior written approval of the U.S. Government must be obtained before entering into a commitment for the transfer of the licensed article by sale or otherwise to any person or government outside of the approved sales territory. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed effective as of the day and year of the last signature of this agreement (or) upon approval of the Department of State (if a signed agreement was submitted and no modifications are directed by proviso). __________________________________ ______________________________ (signature block for U.S. person) (signature block for foreign person) NOTE: When the MLA involves the manufacture of SME, the following statements must also be included verbatim from ITAR § 124.9(b). Guidelines for Preparing Agreements (Revision 5.2) 32 2.3 – Instructions for WDAs a. Preamble – The preamble to the proposed agreement should clearly identify all parties to the agreement and include physical addresses for each party. It is recommended that the applicant list the parties in bullet format for ease of readability and review. so be included verbatim from ITAR § 124.9(b). Guidelines for Preparing Agreements (Revision 5.2) 32 2.3 – Instructions for WDAs a. Preamble – The preamble to the proposed agreement should clearly identify all parties to the agreement and include physical addresses for each party. It is recommended that the applicant list the parties in bullet format for ease of readability and review. (1) Only one physical location is required for governmental entities. For private companies, the primary business location where activity will occur under the agreement should be identified. If the private company has other business locations in the same country that will be involved, either list all of those locations or add the phrase "(and all locations in [identify the country])." If the same legal entity has business locations in different countries that will participate in the agreement, at least one physical address per legal entity per country must be identified in order to authorize transfers to those locations. b. WHEREAS Clauses – The WHEREAS clauses should be used to describe the program itself and identify the roles and responsibilities of each party to the agreement. They should also provide pertinent information such as end-use systems and platforms, to include variants thereof. c. NOW THEREFORE Clauses – There are three NOW THEREFORE clauses. The first clause should provide a concise summary of the program or agreement to include a general scope of the effort. The second and third clauses should be cited verbatim and can be found in the template provided in Section 2.4 below. 2.3.1. § 124.14(b) Requirements a. § 124.14(b)(1). The applicant must describe the defense articles (hardware) to be exported, including test and support equipment. Defense articles (hardware) should be described by military nomenclature, contract number, Federal Stock Number, name plate data, or other specific information. Only defense articles listed in the agreement will be eligible for export 1. § 124.14(b) Requirements a. § 124.14(b)(1). The applicant must describe the defense articles (hardware) to be exported, including test and support equipment. Defense articles (hardware) should be described by military nomenclature, contract number, Federal Stock Number, name plate data, or other specific information. Only defense articles listed in the agreement will be eligible for export. The applicant may address defense articles (hardware) in a separate attachment to the request; reference the attachment under § 124.14(b)(1). (1) State that the defense articles will be exported via separate license (e.g., DSP-5). If the applicant wishes to utilize the exemption at § 123.16(b)(1), it must be specifically requested in this section. (2) Clearly differentiate between defense articles to be exported for replacement spare parts for equipment already in the inventory of the country of ultimate destination, and defense articles to upgrade or enhance the performance or capabilities of articles in the country of ultimate destination. Also delineate, at least in general terms, between hardware subject to the USML and hardware subject to the CCL if the applicant wishes to submit IFO licenses that include paragraph (x). b. § 124.14(b)(2). The applicant must provide a detailed statement of the terms and conditions under which the defense articles will be exported and distributed. Guidelines for Preparing Agreements (Revision 5.2) 33 c. § 124.14(b)(3). The applicant must state the expiration date of the agreement. For guidance on determining the expiration date, see Section 6. d. § 124.14(b)(4). The applicant must specifically identify the country or countries that comprise the distribution territory. Distribution must be specifically limited to the governments of such countries or to private entities seeking to procure defense articles pursuant to a contract with a government within the distribution territory ce on determining the expiration date, see Section 6. d. § 124.14(b)(4). The applicant must specifically identify the country or countries that comprise the distribution territory. Distribution must be specifically limited to the governments of such countries or to private entities seeking to procure defense articles pursuant to a contract with a government within the distribution territory. Any deviation from this condition must be fully explained and justified. The applicant may address the specific distribution territory in a separate attachment to the proposed agreement but must reference the attachment under § 124.14(b)(4). (1) If the agreement requests parties who are foreign intermediaries or integrators between the foreign distributor (licensee) and the ultimate end-users, include the following statement and identify the intermediaries/integrators: “This agreement authorizes the temporary transfer of USML-controlled defense articles to the entities listed in Attachment X prior to final transfer to the authorized end-users. As recipients of USML-controlled defense articles, these entities must execute Non- Disclosure Agreements (NDAs) acknowledging receipt of USML-controlled defense articles. These NDAs must be maintained by the applicant for five years after conclusion of this agreement pursuant to 22 CFR 122.5.” 2.3.2. Statements Required by § 124.14(c) and § 124.14(d) The statements in § 124.14(c) must be included verbatim as they appear in the ITAR in all WDAs. The statements in § 124.14(d) must be included verbatim when the WDA contemplates the distribution of SME. These NDAs must be maintained by the applicant for five years after conclusion of this agreement pursuant to 22 CFR 122.5.” 2.3.2. Statements Required by § 124.14(c) and § 124.14(d) The statements in § 124.14(c) must be included verbatim as they appear in the ITAR in all WDAs. The statements in § 124.14(d) must be included verbatim when the WDA contemplates the distribution of SME. Guidelines for Preparing Agreements (Revision 5.2) 34 2.4 – WDA Template This agreement is entered into between: • (Company name), an entity incorporated in the State of (state) with offices at (company address), and • (Foreign company name), whose office is situated at (foreign company address) and is effective upon the date of signature of the last party to sign the agreement. WHEREAS, ABC Company (Describe the need for the WDA.) WHEREAS, XXX Technologies (Describe the company's role in the WDA.) NOW THEREFORE, the parties desire to enter into this Warehouse and Distribution Agreement as follows: 1. This Warehouse and Distribution Agreement is intended to (Provide concise summary of the distribution arrangement to be approved under the agreement. This summary should include a reference to an attachment identifying all defense articles sought for distribution.) 2. It is understood that this Warehouse and Distribution Agreement is entered into as required under U.S. government regulations and is an independent agreement between the parties, the terms of which will prevail, notwithstanding any conflict or inconsistency that may be contained in other arrangements between the parties on the subject matter. 3. The parties agree to comply with all applicable sections of the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) and that more particularly in accordance with such regulations the following conditions apply to this agreement: I. § 124.14(b) ing any conflict or inconsistency that may be contained in other arrangements between the parties on the subject matter. 3. The parties agree to comply with all applicable sections of the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) and that more particularly in accordance with such regulations the following conditions apply to this agreement: I. § 124.14(b) (1) Describe the defense articles involved including test and support equipment covered by the U.S. Munitions List and to be exported in furtherance or support of this agreement. Describe defense articles by military nomenclature, contract number, Federal Stock Number, name plate data, or any control numbers under which the defense articles were developed or procured by the U.S. Government. An attachment may be used to list hardware; reference such attachments in this article. (2) Provide a detailed statement of the terms and conditions under which the defense articles will be exported and distributed. NOTE: Only defense articles listed in the agreement or on an addendum sheet and referenced here will be eligible for export in furtherance of the agreement. Guidelines for Preparing Agreements (Revision 5.2) 35 (3) This agreement is valid through March 31, 20xx (choose appropriate month per Section 6). (4) The distribution of defense articles is authorized to (list countries of distribution territory). The specific governments of such countries or private entities seeking to procure defense articles pursuant to a contract with the government within the distribution territory are (list all governmental and private entities). If there are foreign intermediaries included in the requested transaction, they should be identified by name in this section and are required to execute Non-Disclosure Agreements (NDAs) such countries or private entities seeking to procure defense articles pursuant to a contract with the government within the distribution territory are (list all governmental and private entities). If there are foreign intermediaries included in the requested transaction, they should be identified by name in this section and are required to execute Non-Disclosure Agreements (NDAs). The following language must be included in the agreement: “This agreement authorizes the temporary transfer of USML-controlled defense articles to the entities listed in Attachment X prior to final transfer to the authorized end-users. As recipients of USML-controlled defense articles these entities must execute Non-Disclosure Agreements (NDAs) acknowledging receipt of USML-controlled defense articles. These NDAs must be maintained by the applicant for five years after conclusion of this agreement pursuant to 22 CFR 122.5.” II. § 124.14(c) (1) This agreement shall not enter into force, and may not be amended or extended, without the prior written approval of the Department of State of the U.S. Government. (2) This agreement is subject to all United States laws and regulations related to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations. (3) The parties to this agreement agree that the obligations contained in this agreement shall not affect the performance of any obligations created by prior contracts or subcontracts which the parties may have individually or collectively with the U.S. Government. and regulations related to exports and to all administrative acts of the U.S. Government pursuant to such laws and regulations. (3) The parties to this agreement agree that the obligations contained in this agreement shall not affect the performance of any obligations created by prior contracts or subcontracts which the parties may have individually or collectively with the U.S. Government. (4) No liability will be incurred by or attributed to the U.S. Government in connection with any possible infringement of privately owned patent or proprietary rights, either domestic or foreign, by reason of the U.S. Government's approval of this agreement. NOTE: The following statements must be included verbatim from ITAR § 124.14(c) for all DAs. NOTE: Attachment(s) may be used to identify the countries of the distribution territory and the specific governmental and private entities seeking to procure defense articles within the distribution territory; reference such attachments in this article. Guidelines for Preparing Agreements (Revision 5.2) 36 (5) No export, sale, transfer or other disposition of the defense articles covered by this agreement is authorized to any country outside the distribution territory without the prior written approval of the Directorate of Defense Trade Controls of the U.S. Department of State. (6) The parties to this agreement agree that an annual report of sales or other transfers pursuant to this agreement of the licensed articles, by quantity, type, U.S. dollar value, and purchaser or recipient, shall be provided by (applicant or licensee) to the Department of State. thout the prior written approval of the Directorate of Defense Trade Controls of the U.S. Department of State. (6) The parties to this agreement agree that an annual report of sales or other transfers pursuant to this agreement of the licensed articles, by quantity, type, U.S. dollar value, and purchaser or recipient, shall be provided by (applicant or licensee) to the Department of State. (7) (Licensee(s)) agree(s) to incorporate the following statement as an integral provision of a contract, invoice or other appropriate document whenever the articles covered by this agreement are sold or otherwise transferred: “These items are controlled by the U.S. government and authorized for export only to the country of ultimate destination for use by the ultimate consignee or end-user(s) herein identified. They may not be resold, transferred, or otherwise disposed of, to any other country or to any person other than the authorized ultimate consignee or end-user(s), either in their original form or after being incorporated into other items, without first obtaining approval from the U.S. government or as otherwise authorized by U.S. law and regulations.” (8) All provisions in this agreement which refer to the United States Government and the Department of State will remain binding on the parties after the termination of the agreement. (9) Sales or other transfers of the licensed article shall be limited to the governments of the countries in the distribution territory and to private entities seeking to procure the licensed article pursuant to a contract with a government within the distribution territory, unless the prior written approval of the U.S. Department of State is obtained. III. § 124.14(d) NOTE: If the articles covered by the agreement are in fact intended to be distributed to private persons or entities (e.g., cryptographic devices and software for financial and business applications), the above § 124.14(c)(9) clause must be removed ithin the distribution territory, unless the prior written approval of the U.S. Department of State is obtained. III. § 124.14(d) NOTE: If the articles covered by the agreement are in fact intended to be distributed to private persons or entities (e.g., cryptographic devices and software for financial and business applications), the above § 124.14(c)(9) clause must be removed. NOTE: This clause is written for the foreign licensee(s)—the foreign licensee(s) should be identified in the first parenthetical, not the U.S. applicant. NOTE: The following statements must be included verbatim from ITAR § 124.14(d) for all WDAs that contemplate the warehousing and/or distribution of SME. NOTE: This clause must specify which party is obligated to provide the annual report. Such reports may be submitted either directly by the licensee or indirectly through the licensor, and may cover calendar or fiscal years. Reports shall be deemed proprietary information by the Department of State and will not be disclosed to unauthorized persons. See ITAR § 120.21(b). Guidelines for Preparing Agreements (Revision 5.2) 37 (1) A completed Nontransfer and Use Certificate (DSP-83) must be executed by the foreign end- user and submitted to the U.S. Department of State before any transfer may take place. (2) The prior written approval of the U.S. Department of State must be obtained before entering into a commitment for the transfer of the licensed article by sale or otherwise to any person or government outside the approved distribution territory. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed effective as of the day and year of the last signature of this agreement (or) upon approval of the Department of State (if a signed agreement was submitted and no modifications are directed by proviso). _______________________________ _________________________________ (signature block for U.S EREOF, the parties hereto have caused this agreement to be executed effective as of the day and year of the last signature of this agreement (or) upon approval of the Department of State (if a signed agreement was submitted and no modifications are directed by proviso). _______________________________ _________________________________ (signature block for U.S. person) (signature block for foreign person) Guidelines for Preparing Agreements (Revision 5.2) 38 3 – DSP-5 “Vehicle” DTCL utilizes the DSP-5 license application as the primary instrument or “vehicle” for receiving agreements and their respective amendments from the applicant, for transmitting them between staffing points as part of the adjudication process, and for providing the DDTC position to the applicant. The license form itself is not an authorization. 3.1 – General DSP-5 Vehicle Guidance a. The first three characters of the Transaction Number must be “AG-” for the DECCS system to recognize the submission as an agreement. The applicant can use any alpha-numeric label after the “AG-”. Do not include spaces in the transaction number. b. When listing the name of an entity in the Name field, list only the legal name. Do not include “subsidiary of” statements, partial address or location clarifiers, or go-by names in the Name field, unless those are part of the legal name. c. The company names in the DSP-5 vehicle need to match the company names used in the agreement/amendment. Please note that DECCS does not support letters with diacritics or other special characters (e.g., á, ē, ü, ß). If an entity name contains accents/special characters, use normal letters without the accent (e.g., type “Munster” instead of “Münster,” and “Massen” instead of “Maßen”). d. Multiple Business Locations DSP-5 vehicle need to match the company names used in the agreement/amendment. Please note that DECCS does not support letters with diacritics or other special characters (e.g., á, ē, ü, ß). If an entity name contains accents/special characters, use normal letters without the accent (e.g., type “Munster” instead of “Münster,” and “Massen” instead of “Maßen”). d. Multiple Business Locations (1) Foreign licensees and sub-licensees with multiple business locations for the same legal entity in the same country may provide a single Block 14 or 16 entry for the primary location in that single country if the phrase "(and all locations in [identify the country])" is added to the address field of the licensee/sub-licensee. If the applicant chooses to enter multiple business locations in Block 14 or Block 16 for the same legal entity in the same country, they must be input as separate entries. If the same legal entity has business locations in different countries that will participate in the agreement, at least one entry must be provided for each applicable country code in Block 14 or Block 16. (2) Similarly, U.S. companies with multiple business locations for the same legal entity in the United States may provide a single Block 21 entry for the primary location if the phrase "(and all locations in the United States)" is added to the address field (as well as to the agreement and the transmittal letter). ust be provided for each applicable country code in Block 14 or Block 16. (2) Similarly, U.S. companies with multiple business locations for the same legal entity in the United States may provide a single Block 21 entry for the primary location if the phrase "(and all locations in the United States)" is added to the address field (as well as to the agreement and the transmittal letter). (3) If adding the phrase "(and all locations in [identify the country])" results in insufficient space within the address field, the applicant may enter the primary address in one block 14/16/21 entry and the phrase "(and all locations in [identify the country])" in a separate block 14/16/21 entry. Guidelines for Preparing Agreements (Revision 5.2) 39 3.2 – Instructions for Completing the DSP-5 Vehicle Since the DSP-5 was designed for hardware exports and not agreements, there will be discrepancies between the DSP-5 block titles and the information requested. For example, while block 16 is titled “Foreign Consignees,” this block should contain sub-licensees in an agreement application. In instances where the block title does not align with the information requested, a note has been made in the “Content” column in the table below. Content Applicant Input Block 3 Select the country(ies) of ultimate destination (must be the same as Block 14) Block 4 Type “Not Required” Block 5 Fill in applicant’s information (and subsidiary if applicable) Block 6 Type in Government Point of Contact information, if applicable Block 7 Type in data on Applicant Points of Contact Block 8a New Agreements: Select “ONLY completely new shipment” Amendments: Select “ONLY the unshipped balance under the license numbers” and then click on “Enter license numbers.” Fill in the last approved amendment/base agreement in Block A and hit “return.” Use the 9-digit DSP-5 number to identify the case tion, if applicable Block 7 Type in data on Applicant Points of Contact Block 8a New Agreements: Select “ONLY completely new shipment” Amendments: Select “ONLY the unshipped balance under the license numbers” and then click on “Enter license numbers.” Fill in the last approved amendment/base agreement in Block A and hit “return.” Use the 9-digit DSP-5 number to identify the case. Block 8b Complete if applicable Block 8c New Agreements: Leave blank Amendments: Select “This application is in reference to an agreement” and then click “Enter Agreement numbers.” Fill in all previous amendment and base agreement numbers in Block C and hit “return.” If the base agreement/last amendment was submitted electronically, use the 9-digit DSP-5 number to identify the case. Otherwise, use the 6-digit DA/MA/TA number to identify previous paper cases. Guidelines for Preparing Agreements (Revision 5.2) 40 Block 8d Click on the appropriate item and provide information as necessary and hit “return.” Must be consistent with Paragraph (a)(7) in Transmittal Letter Block 8e Click Yes or No and provide Compliance Disclosure Number if applicable Block 9 Quantity: Enter “1” Unit Type: Enter “Lots” Block 10 Type in agreement type (e.g., TAA, MLA, WDA), concise description of commodity(ies), SME status (e.g., “No SME”), highest level of U.S. classification of data/articles/services to be exported (unclassified, confidential, secret, top secret), all USML categories (down to the lowest subcategory as appropriate) proposed for export or temporary import, and Total Agreement Value. For “Defense Article Type,” always select “Technical Data” Block 11 Fill in the primary Technical Data category based on the overall scope of the agreement (e.g., IV(i), XI(d)). Enter only one category in this block. In most cases, the technical data category is the second to last listing in the DECCS dropdown menu and is found just before the “x” listing rt, and Total Agreement Value. For “Defense Article Type,” always select “Technical Data” Block 11 Fill in the primary Technical Data category based on the overall scope of the agreement (e.g., IV(i), XI(d)). Enter only one category in this block. In most cases, the technical data category is the second to last listing in the DECCS dropdown menu and is found just before the “x” listing. DO NOT enter a hardware category. Submissions that list a commodity (e.g., hardware) category in this block may be RWA’d. Block 12 New Agreements (TAAs/MLAs): Enter the Total Agreement Value. Amendments (TAAs/MLAs): Enter the value increase from the previously approved agreement/amendment; if there is no value increase or if the value decreases, enter “$1.” WDAs (New Agreements and Amendments): Enter “$1” since no value is associated with a WDA. Note: If your submission has multiple commodity lines, enter “$1” in block 12 for each additional line. Do not split the value up between the different lines. Guidelines for Preparing Agreements (Revision 5.2) 41 Block 14 Foreign Signatories, End- Users, Transfer Territories,Space Launch Territories, and Foreign Launch Service Providers Foreign Licensees and Non-Governmental Non- Signatory End-Users Provide name and full physical address (to include postal code). For Government Licensees, identify the specific Department, Ministry, or other entity representing the Government. Example Entry: Name: ABC Company Address: 1234 Fulham Rd City: London SW6 5BD Country: United Kingdom Government non-signatory End-Users: A physical address is not required for foreign government end-users who are not signatories to the agreement. Note that foreign government entities must be identified, at a minimum, to the ministry-level equivalent (e.g., “Ministry of Defense of Lilliput”). Applications that only state “Government of (Country)” may be returned without action ed Kingdom Government non-signatory End-Users: A physical address is not required for foreign government end-users who are not signatories to the agreement. Note that foreign government entities must be identified, at a minimum, to the ministry-level equivalent (e.g., “Ministry of Defense of Lilliput”). Applications that only state “Government of (Country)” may be returned without action. Example Entry: Name: Government of Sweden as represented by the Ministry of Defense Address: “End-User” City: N/A Country: Sweden Transfer Territories: List any Additional Transfer Territories when transfers need to take place outside the territories of the foreign signatories or sub-licensees. Example Entry: Name: “Transfer Territory” Address: “N/A” City: “N/A” Country: Georgia Space Launch Territories: For agreements involving space launch, list the territory from which space launch will occur if the launch territory differs from the territory of the Space Launch Provider. Multiple Launch complexes in a single territory may be made as a single entry. Guidelines for Preparing Agreements (Revision 5.2) 42 Example Entry: Name: Space Launch Territory – ABC Space Launch Address: Shetland, Cornwall City: “N/A” Country: United Kingdom Non-Signatory Launch Service Provider: Identify known or potential foreign Launch Service Providers and space launch vehicles. Example Entry: Name: “Name of Launch Service Provider” Address: Known/ potential space launch vehicle(s) City: “N/A” Country: Country Code of Service Provider Role: “Launch Service Provider” Block 15 Check “Same as Block 5” Block 16 Sub-licensees; Intermediaries and Integrators TAAs/MLAs: Provide name and address for all foreign sub-licensees. WDAs: Provide name and address for all foreign intermediaries and integrators der” Address: Known/ potential space launch vehicle(s) City: “N/A” Country: Country Code of Service Provider Role: “Launch Service Provider” Block 15 Check “Same as Block 5” Block 16 Sub-licensees; Intermediaries and Integrators TAAs/MLAs: Provide name and address for all foreign sub-licensees. WDAs: Provide name and address for all foreign intermediaries and integrators. If the agreement has no foreign sub-licensees or foreign intermediaries/integrators, enter the following: - NAME – No Sub-licensees - ADDRESS – N/A - CITY – N/A - COUNTRY – Enter the primary country of the transaction Block 17 Check “Same as Block 5” Block 18 Dual/Third Country Nationals List all countries of Dual and Third Country Nationals requested for DDTC vetting. If only § 126.18 is being used or no access for DN/TCNs is being requested, check “None” for Block 18. Example Entry: Name – “DN/TCN” Address – “DN/TCN” City – “DN/TCN” Country – Enter Country of DN/TCNs Role – “DN/TCN” Guidelines for Preparing Agreements (Revision 5.2) 43 DN/TCNs from § 126.1(d)(1) countries and DNs from § 126.1(d)(2) countries must be identified by name in this Block. See Section 10.2. Block 19 Check “Same as Block 5” Block 20 Check “Other”. At a minimum, this block should include a concise narrative describing the purpose of the submission, to include the intended uses, end-users, and end-use systems and platforms (to include variants thereof) of the commodities involved in the transaction. Also include any other significant information such as pending submissions. This narrative should be derived from the Transmittal Letter “Transaction Summary.” If the case was previously Returned Without Action, identify this as a resubmission of Case 050xxxxxx. Amendments: Begin this Block with “This is Amendment No. xx to TA/MA/DA xxxx-xx (050xxxxxxxx).” Block 20 must provide a summary of the proposed agreement/amendment on such as pending submissions. This narrative should be derived from the Transmittal Letter “Transaction Summary.” If the case was previously Returned Without Action, identify this as a resubmission of Case 050xxxxxx. Amendments: Begin this Block with “This is Amendment No. xx to TA/MA/DA xxxx-xx (050xxxxxxxx).” Block 20 must provide a summary of the proposed agreement/amendment. The summary for an amendment should include the total scope of the agreement and not just what the amendment adds. Proviso Reconsiderations: Begin this Block with “Request for reconsideration of Proviso # XX to TA/MA/DA-xxxx-xx (050xxxxxx)." Then restate the original scope from Block 20. Block 21 U.S. Signatories; U.S. Launch Service providers U.S. Signatories Provide a full name and physical address (to include postal code). Example Entry: Name: ABC Company Address: 1234 Rickford Rd City: College Station, TX, 77843 Country: United States Non-Signatory Space Launch Provider: Identify known or potential U.S. Launch Service Providers and space launch vehicles. Example Entry: Name: “Name of Launch Service Provider” Address: Known/ potential space launch vehicle(s) City: “N/A” Country: Country Code of Service Provider Guidelines for Preparing Agreements (Revision 5.2) 44 Role: “Launch Service Provider” Block 22 Check the appropriate § 126.135 and Part 130 blocks. Amendments: Answer Part 130 based on the Total Value of the agreement, not the amendment value. WDAs: Part 130 is not applicable to WDAs since they do not have an associated value. 5 If items “a” or “c” are applicable, a separate § 126.13 letter is not required. For all other entries, a separate § 126.13 letter must be attached to the DSP-5 vehicle. For § 126.13 letter guidance, see the DDTC website. rt 130 based on the Total Value of the agreement, not the amendment value. WDAs: Part 130 is not applicable to WDAs since they do not have an associated value. 5 If items “a” or “c” are applicable, a separate § 126.13 letter is not required. For all other entries, a separate § 126.13 letter must be attached to the DSP-5 vehicle. For § 126.13 letter guidance, see the DDTC website. Guidelines for Preparing Agreements (Revision 5.2) 45 4 – Amendments to an Agreement Once an agreement is approved by DTCL, any changes to the agreement must be made via an amendment. An amendment should be submitted as a conformed agreement that, if approved, supersedes the previously approved agreement.6 The DSP-5 vehicle reference number for the related amendments will not be numbered sequentially; however, the agreement number assigned to the base agreement will remain the same for subsequent amendments, with the next sequential amendment letter added to the base number (e.g., TA-9876-21 becomes TA-9876-21A). This also includes amendments that do not require execution by the agreement parties such as increases in value and applications that are returned without action. For this reason, DTCL recommends applicants track all amendments (major and minor) with numbers instead of letters. This will allow the applicant to keep track of minor amendments to the case without confusing DDTCs amendment letter with the applicant’s amendment number. 4.1 – Transmittal Letter An amendment transmittal letter should replicate the previous agreement transmittal letter with any requested changes specifically identified. Identify changes to the required ITAR § 124.12 statements by annotating “NO CHANGE” or “CHANGE” after each statement. All changes should be in bolded font for ease of review. Additionally, the § 124.12(a)(6) Valuation Table should be formatted with three value columns (see Section 7.2.2). 4.1.1. Additional Instructions for Amendments a. Transaction Summary changes specifically identified. Identify changes to the required ITAR § 124.12 statements by annotating “NO CHANGE” or “CHANGE” after each statement. All changes should be in bolded font for ease of review. Additionally, the § 124.12(a)(6) Valuation Table should be formatted with three value columns (see Section 7.2.2). 4.1.1. Additional Instructions for Amendments a. Transaction Summary. Include the following information as part of the Transaction Summary: (1) Objective of the Amendment. Provide a full list of the changes being requested in this submission. The list should be provided in bullet format. Examples of modifications include but are not limited to: (A) Expand scope to include: - Addition of new hardware - Expansion of Statement of Work - Transfer of additional technical data - Expansion of sales, distribution, or marketing territory (new countries) - Addition of new programs (B) Extend term of agreement from (current date) to (proposed date) (C) Add U.S. or foreign signatories (D) Change name of U.S. or foreign signatory from (company) to (company) (E) Authorize sub-licensing (F) Add sub-licensees 6 If amending a paper agreement, see the DDTC website for guidance on re-baselines. Guidelines for Preparing Agreements (Revision 5.2) 46 (G) Ad [Text truncated at 120,000 characters. The full text is on the page linked above.] ## Nearby sections - [DDTC Guidance: Commendations and Recommendations from Visiting Universities and Research Centers Commendations and Recommendations from Visiting Universities and Research Centers](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_COMMENDATIONS_AND_RECOMMENDATIONS_FROM_VISITING_UNIVERSITIES_2c9ed5a0.md) - [DDTC Guidance: Compliance Program Guidelines Compliance Program Guidelines](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_COMPLIANCE_PROGRAM_GUIDELINES_cc037c57.md) - [DDTC Guidance: DDTC ITAR Risk Matrix DDTC ITAR Risk Matrix](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_DDTC_ITAR_RISK_MATRIX_5f67fa1c.md) - [DDTC Guidance: DDTC ITAR Risk Matrix Supplement 1 - University Specific DDTC ITAR Risk Matrix Supplement 1 - University Specific](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_DDTC_ITAR_RISK_MATRIX_SUPPLEMENT_1_UNIVERSITY_SPECIFIC_17673e1c.md) - [DDTC Guidance: Guidance for Part 130 Certification for Agreements Guidance for Part 130 Certification for Agreements](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_GUIDANCE_FOR_PART_130_CERTIFICATION_FOR_AGREEMENTS_23a4c522.md) - [DDTC Guidance: Guidelines for Preparing Agreements Guidelines for Preparing Agreements](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_GUIDELINES_FOR_PREPARING_AGREEMENTS_19c40d22.md) - [DDTC Guidance: Seal Alert: Best Practices to Ensure the Compliant and Safe Transport of Goods and Commodities Seal Alert: Best Practices to Ensure the Compliant and Safe Transport of Goods and Commodities](https://www.frixlaw.com/law-library/statutes/DDTC_GUID_SEAL_ALERT_BEST_PRACTICES_TO_ENSURE_THE_COMPLIANT_AND_SAFE_T_cde0826a.md) --- Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/DDTC_GUID_GUIDELINES_FOR_PREPARING_AGREEMENTS_19c40d22. Check the current official text before relying on it. Not legal advice.