Cooperative Agreements, CRADAs and Other Transactions are special forms of contracting with the Federal Government containing unique legal issues and procedures that are not commonly found in Government procurement contracting. Cooperative Agreements, CRADAs and Other Transactions are increasingly providing important opportunities for commercial companies, universities, local governments, and non-profit organizations, particularly in the areas of prototype production, technology transfer and research and development projects. Many agencies, including NASA, DOE, DOT, HSA and the Defense Department's Advance Research Projects Agency, are aggressively pioneering the use of Cooperative Agreements, CRADAs and Other Transactions for research and numerous other types of projects.

This special program, containing thoroughly up-to-date information, provides step-by-step guidance into the unique business and contract issues that must be recognized, managed, and solved to assure success under Cooperative Agreements, CRADAs and Other Transactions. The program is designed to help companies, universities, non-profit, and Government representatives comply with the specialized rules and regulations, and offers key guidance on a wide range of issues, including:

• How to identify the right partners.
• How to decide whether a Cooperative Agreement, CRADAs, or Other Transaction provides the best arrangement for the Government and the cooperating parties.
• Drafting successful agreements between the parties.
• Determining what to include in the agreement.
• Techniques and strategies for negotiating the agreement.
• Protecting your intellectual property.
• How to successfully administer and manage the cooperative relationship.
• Working with agency specific regulations, and guidance including the Department of Defense Grant and Agreements Regulations, OMB circulars and agency OT guidance.

1. Cooperative Agreements and Other Transactions
   1. Origins of the Cooperative Agreement
   2. The Applicability of the FAR
   3. Differences Between Cooperative Agreements & Grants
      1. Defining "public purpose"
      2. Defining "substantial involvement"

   Statutory Authority for Cooperative Agreements
   The Federal Grant and Cooperative Agreement Act
   

   1. Agency Discretion in the Award and Administration of Agreements
   2. The Three Basic Relationships between Federal and Non-Federal Agencies
   3. Competition Requirements
   4. The Requirements of Independent Statutory Authority
   5. Current Legislation and Initiatives

   Cooperative Research and Development Agreements (CRADAs)

   1. A CRADA is a Contract
   2. The Authority to Issue a CRADA
   3. Technology Transfer and the Purpose of CRADAs
   4. A Party's Contribution to a CRADA

   Statutory Authority for Other Transactions

   1. 10 U.S.C. § 2371
   2. § 845 Prototype Authority
   3. Department of Homeland Security Pilot OT Authority
   4. Department of Transportation OT Authority
   5. Initiatives at Other Agencies
   6. Inapplicability of Federal Regulations and Statutes Covering Standards Procurement Contracts, Grants, and Cooperative Agreements.

   Key Elements of the Agreements

   1. Scope of the Agreement
   2. Statement of Work
   3. Management of the Project
   4. Administration of the Agreement
   5. Patent Rights
   6. Data Rights
   7. Other Intellectual Property Including Copyright, Software, Tradesecrets and Trademarks
   8. Foreign Access to Technology
   9. Liability
   10. Reporting Requirements
   11. Disputes
   12. Subcontracts and Subawards
   13. Other Considerations
   14. Review of Sample Agreements

   Strategies for Success

   1. Due Diligence
   2. Communication
   3. Guidance on "Other Transactions"
   4. Guidance from the Defense Department's Advance Research Projects Agency
   5. Developments in Homeland Security and Guidance From the Department of Homeland Security

   Regulations Governing Cooperative Agreements

   1. OMB Circulars
   2. The Common Rule
   3. Treasury Circulars
   4. Specific Agency Regulations and Guidance(i.e., DoDGARS, OT Prototype Guidance, etc)
   5. IR&D and Cost Matching

   Pre-Award Considerations

   1. Choice of Instruments
   2. Program Announcements
   3. Applications
   4. Awards

   Responsibilities of Key Personnel

   1. General Responsibilities of Government Personnel
   2. General Responsibilities of Cooperators' Personnel

   Continuing and Closing Out Cooperative Agreements and Other Transactions

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The Course Faculty

Fernand A. Lavallee Partner in the Washington, D.C., law offices of DLA Piper Rudnick Gray Cary US LLP, where he focuses on Government contract law and international commercial transactions, with a special emphasis on technology, intellectual property, and technology transfer issues • Former Trade Policy Analyst, U.S. Department of Commerce International Trade Administration, Office of Export Administration • Author of articles for professional publications • Has participated in the litigation of numerous cases before Boards of Contract Appeals, the Court of Federal Claims, the General Accounting Office, the GSBCA, and the Small Business Administration • Member of the American, Virginia, and District of Columbia Bar Associations • Law degree from the College of William and Mary's Marshall-Wythe School of Law.

Johana A. Reed is the Division Counsel with United Defense LP • She was an attorney for a Washington, D.C. law firm for over five years • She also has 14 years of experience in Government contract administration. In addition to providing advice and guidance on contract formation claims and general corporate issues, Ms. Reed has participated in the representation of clients before the Court of Federal Claims and the General Accounting Office in protest actions • She has a background in business, technology and law • She is a member of the District of Columbia, Maryland State, Virginia State and American Bar Associations • She is a graduate of Virginia Commonwealth University and earned her law degree at the Georgetown University Law Center.