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Contract with NASA







The LYNDON B. JOHNSON SPACE CENTER of the NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA), hereinafter referred to as JSC, and ARIEL DYNAMICS, INC., hereinafter referred to as ADI, desire to enter into a  Space Act Agreement, hereinafter referred to as Agreement. The objective of this Agreement is to develop a space flight qualified Resistive Exercise Dynamometer (RED).



      A. The parties agree that nothing in this Agreement shall be construed to imply an agreement to contract in the future. It is the intent of the parties that, should future phases of this cooperative effort materialize, these phases will be accomplished under separate agreements.

      B. JSC and ADI designate the following individuals as points of contact for coordinating, administering, managing, and monitoring the activities of their respective parties under this Agreement:
          National Aeronautics and Space Administration

          Lyndon B. Johnson Space Center
          2101 NASA Road 1

          Houston, TX 77058

          Attn: Michael Greenisen

          Mail Code: SD-5

      _ and


          Ariel Center

          6 Alicante

          Trabuco Canyon, CA 92679

          Attn: Dr. Gideon B. Ariel


      C. ADI agrees that all news/press statements, arising out of activities related to this Agreement, shall be reviewed and concurred in by the JSC point of contact and the JSC Director of Public Affairs, prior to release.


      D. ADI agrees that, for the duration of this Agreement, and while on JSC premises, its employees, agents, contractors, subcontractors, and principal investigators shall comply with all laws and applicable regulations, instructions, and directives, including, but not limited to, those pertaining to safety and security.

      E.   It is understood that any commitment of JSC or ADI facilities, equipment, supplies, and/or services, in furtherance of the objectives of this Agreement, shall be on a no‑cost, mission‑noninterference basis, subject to availability and approval of the parties' management.

      Furthermore, while JSC and ADI agree to apply their best efforts to assure that said facilities, equipment, supplies, and/or services will function reliably for their intended use or purpose, nothing in this Agreement shall be construed to imply that either warrants or makes any representations as to the quality of their performance or operation.


      F.   Both parties agree to put forth their best efforts and to cooperate in good faith to achieve the objectives of this Agreement. It is mutually agreed, however, that the services contemplated by this Agreement shall not be given priority over any other JSC agreement or program nor be performed in any manner which interferes with JSC's overall mission.


      G.   ADI agrees that nothing in this Agreement shall be construed to imply that NASA endorses or sponsors any ADI product or service resulting from activities conducted under this Agreement, regardless of the fact that such product or service may employ NASA‑developed technology. With the limited exception of factually accurate statements of use by, development by or for, or connection with NASA, ADI agrees to refrain from the use of the words "National Aeronautics and Space Administration" or the letters "NASA," or a combination, variation, or colorable imitation thereof (including the logo), either alone or in combination with other words or letters, in connection with any product or service being offered or made available to the public in a manner reasonably calculated to convey the impression that such product or service has the endorsement or sponsorship of NASA.


      H.   It is mutually agreed by both parties that there will be no exchange of funds between JSC and ADI with regard to activities conducted under this Agreement.




      ADI will provide software and any other support to operate the RED during exercise as a computer controlled servo system that monitors and controls velocities, forces, and simultaneously collects analog data such as electromyography.


      ADI grants JSC license in all relevant intellectual property rights to use ADI's technology to build and to fly RED and the right to modify the RED for space flight. JSC is authorized to use, to the extent necessary for accomplishing this Agreement, any of the patents in Appendix B.




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