Proposer Instructions: Other Transactions

DARPA’s success depends on the vibrant ecosystem of innovation within which the Agency operates, and is fueled by partners in multiple sectors. Proposers looking for innovative, commercial-like contractual arrangements are encouraged to consider requesting Other Transactions. 

To understand the flexibility and options associated with Other Transactions, consult Acquisition Innovation. Research and Prototype OTs are the most commonly awarded OTs by DARPA CMO.

The information contained on this page is considered incorporated into any published DARPA Broad Agency Announcement (BAA). Proposers must review each section thoroughly and follow the guidance therein. Guidance regarding BAAs provided herein also applies to Research Announcements (RAs) unless specifically designated otherwise.

Last updated: July 28, 2025

Milestone Schedule Instructions

All proposers requesting an OT must include a detailed list of milestones. Each milestone must include the following: milestone description, completion criteria, due date, and payment/funding schedule (to include, if cost share is proposed, awardee and Government share amounts).

It is noted that, at a minimum, milestones should relate directly to accomplishment of program technical metrics as defined in the BAA and/or the proposer’s proposal. Agreement type, fixed flexible or fixed-price based, will be subject to negotiation by the Agreements Officer. Do not include proprietary data.

Milestone templates

Attachment 3 - Schedule of Milestones and Payments Templates

Fixed Flexible | Fixed Price Based

Other Transactions Reps and Certs

All proposers are required to submit for all award instrument types supplementary DARPA-specific representations and certifications at the time of proposal submission. See Reps and Certs for further information on required representation and certification depending on your requested award instrument.

Cost Sharing/Matching

For more information on Cost Sharing/Matching requirements for Other Transactions for Prototype and Research, see Acquisition Innovation.

Intellectual Property

Proposers responding to this BAA requesting a Research or Prototype Other Transaction shall follow the applicable rules and regulations governing these various award instruments, but, in all cases, should appropriately identify any potential restrictions on the Government’s use of any Intellectual Property contemplated under the award instrument in question. This includes both Noncommercial Items and Commercial Items. Proposers are encouraged use a format similar to that described below. If no restrictions are intended, then the proposer should state “NONE.” The prime proposer is responsible for compiling all data rights assertions, including those of any subcontractors.

DARPA Fundamental Research Risk-Based Security Review Process

It is DoD policy that the publication of products of fundamental research will remain unrestricted to the maximum extent possible. National Security Decision Directive (NSDD) 189 defines fundamental research as follows:

‘Fundamental research’ means basic and applied research in science and engineering, the results of which ordinarily are published and shared broadly within the scientific community, as distinguished from proprietary research and from industrial development, design, production, and product utilization, the results of which ordinarily are restricted for proprietary or national security reasons.

As of the date of publication of this solicitation, the Government expects that program goals as described herein may be met by proposers intending to perform fundamental research and does not anticipate applying publication restrictions of any kind to individual awards for fundamental research that may result from this solicitation. Notwithstanding this statement of expectation, the Government is not prohibited from considering and selecting research proposals that, while perhaps not qualifying as fundamental research under the foregoing definition, still meet the solicitation criteria for submissions. If proposals are selected for award that offer other than a fundamental research solution, the Government will either work with the proposer to modify the proposed statement of work to bring the research back into line with fundamental research or else the proposer will agree to restrictions in order to receive an award.

Performance under this solicitation will include effort categorized as fundamental research. In addition to Government support for free and open scientific exchanges and dissemination of research results in a broad and unrestricted manner, the performer or recipient, regardless of tier, acknowledges that such research may have implications that are important to U.S. national interests and must be protected against foreign influence and exploitation. As such, a performer or recipient agrees to comply with the following requirements:

1. On June 8, 2023, the Office of Undersecretary of Defense for Research and Engineering (OUSD (R&E)) released a memo entitled “Policy on Risk-Based Security Reviews on Fundamental Research” directing components to establish a risk-based security review program to identify and mitigate undue foreign influence in fundamental research consistent the requirements mandated by NSPM-33. On May 5, 2025, OUSD(R&E) issued an updated document titled “2025 DoD Component Decision Matrix to Inform Fundamental Research Proposal Mitigation Decisions,” which serves as an update to the original matrix published in 2023. The update strengthens research security by simplifying and clarifying reviews of problematic behaviors, and includes new requirements established by Congress. In accordance with these requirements DARPA will assess all Covered Individuals proposed to support DARPA under all fundamental research proposals, selected for award, for potential undue foreign influence risk factors relating to professional and financial activities. This will be done by evaluating information provided via the OSTP Common Disclosure Forms, and any accompanying or referenced documents, in order to identify and assess any associations or affiliations the Covered Individuals may have with foreign countries of concern (FCOC) (i.e., The Peoples Republic of China, the Russian Federation, the Islamic Republic of Iran, and the Democratic People’s Republic of North Korea) or FCOC connected entities.
2. The performer or recipient must establish and maintain an internal process or procedure to address malign foreign talent programs, conflicts of commitment, conflicts of interest, and research integrity consistent with USD(R&E) direction. The performer or recipient must also utilize due diligence to identify Foreign Components or participation by Covered Individuals in Foreign Government Talent Recruitment Programs and agree to share such information with the Government upon request.
3. On September 25, 2024, OUSD(R&E) published DoD Grant Information Notice 24-01 (GIN 24-01), which requires the use of Common Disclosure Forms for the submission of biographical (biosketch) information and current and pending (other) support from key personnel on proposals for assistance awards for research and development (R&D). In alignment with federal research security policy and to promote consistency across award mechanisms, these requirements are also required for Other Transactions (OTs) for R&D. Accordingly, key personnel named in OT proposals are required to submit Common Disclosure Forms in the approved format, as well as provide a digital persistent identifier (DPI), prior to award. GIN 24-01 was issued to implement the February 14, 2024, OSTP Memorandum entitled “Policy Regarding Use of Common Disclosure Forms for the ‘Biographical Sketch’ and the ‘Current and Pending (Other) Support’ Sections of Applications by Federal Research Funding Agencies.”
   
   Effective 1 November 2024, all proposals submitted to fundamental research solicitations for R&D will use the Common Disclosure Forms to replace the SF-424, biosketch, and current/pending support forms. Forms can be found here: Common Form for Biographical Sketch (nsf.gov) and here Common Form for Current and Pending (Other) Support (nsf.gov).
   
   Effective 1 April 2025, DoD will use Digital Persistent Identifiers (DPIs) for persistent identifiers required on the OSTP Common Disclosure Forms, and DARPA will require proposers to include the ORCID (https://orcid.org/) number for each covered person listed in a proposal for an assistance award for R&D. ORCID numbers will be used since ORCID is currently the only DPI provider that meets the requirements for DPI common or core standards in the NSTC NSPM-33 implementation guidance.
4. The above-described information will be provided to the Government as part of the proposal in response to the solicitation and will be reviewed and assessed utilizing a risk-based security review process prior to award. Generally, this information will be included in the Common Disclosure Forms
   • Instructions regarding how to fill out the Common Disclosure Forms can be found through Grants.gov.
5. DARPA’s risk-based security review process takes into consideration the entirety of the Covered Individual’s Common Disclosure Forms. These potential risk factors, along with any publicly available validation information, are then compared to the “DoD Risk Decision Matrix” to determine the level of mitigation that may be required to proceed, if possible.
6. The risk-based security review process will leverage publicly available lists, or reports, published by the U.S. federal government. Those lists and reports include, but are not limited to:
   • FY22 Lists Published in Response to Section 1286 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Public Law 115-232), as amended.
   • Executive Order 13959 “Addressing the Threat From Securities Investments That Finance Communist Chinese Military Companies”
   • The U.S. Department of Commerce, Bureau of Industry and Security, List of Parties of Concern
   • Director of National Intelligence (DNI) “Annual Threat Assessment (2025)”
   • Various Defense Counterintelligence and Security Agency (DCSA) products regarding targeting of US technologies, adversary targeting of academia, and the exploitation of academic experts: www.dcsa.mil
7. The DoD has explicitly stated in policy that there are foreign influence risks that are not able to be mitigated and thus would require denial of award. They are:
   1. BEGINNING IN FISCAL YEAR (FY) 2024 (1 OCTOBER 2023), NO U.S. INSTITUTION OF HIGHER LEARNING THAT HOSTS A CONFUCIUS INSTITUTE* MAY RECEIVE DOD FUNDING UNLESS THE INSTITUTION OF HIGHER EDUCATION HAS BEEN ISSUED A WAIVER BY THE SECRETARY OF DEFENSE PURSUANT TO SECTION 1062 OF THE WILLIAM M. (MAC) THORNBERRY NATIONAL DEFENSE AUTHORIZATION ACT FOR FY 2021. INSTITUTIONS HOSTING A CONFUCIUS INSTITUTE ARE AUTOMATICALLY CLASSIFIED AS “PROHIBITED” UNDER OUSD(R&E) “POLICY ON RISK-BASED SECURITY REVIEWS ON FUNDAMENTAL RESEARCH”
   2. AS OF AUGUST 9, 2024, THE DOD IS PROHIBITED FROM FUNDING OR MAKING AN AWARD OF A FUNDAMENTAL RESEARCH PROJECT PROPOSAL IN WHICH A COVERED INDIVIDUAL IS PARTICIPATING IN A MALIGN FOREIGN TALENT RECRUITMENT PROGRAM (MFTRP) OR TO A PROPOSING INSTITUTION THAT DOES NOT HAVE A POLICY ADDRESSING MFTRP PURSUANT TO SECTION 10632 OF THE CHIPS AND SCIENCE ACT OF 2022. INDIVIDUALS PARTICIPATING IN A MFTRP, AND INSTITUTIONS WITOUT A POLICY ADDRESSING MFTRP, ARE AUTOMATICALLY CLASSIFIED AS “PROHIBITED” UNDER OUSD(R&E) “POLICY ON RISK-BASED SECURITY REVIEWS ON FUNDAMENTAL RESEARCH”

* The term “Confucius Institute” means a cultural institute directly, or indirectly, funded by the Government of the People's Republic of China.

1. Any changes to covered individuals will require submission of the Common Disclosure Forms, a security-based risk assessment, and approval by the contracting officer and program manager.
2. Security-based risk assessments will also be conducted if changes to covered individuals reporting criteria are reflected in the Research Performance Progress Reports.
3. To the greatest extent practicable, DARPA will work with the performer to ensure that if the risk is able to be mitigated, it will make every effort to do so. If the performer refuses to, or is unable to mitigate the identified risks, it may result in a denial of award.
4. Performers who have their fundamental research proposal rejected due to the risk-based security review process, or the inability to come to an agreement concerning proposed mitigation strategies may challenge DARPA’s risk-based security review decision. In that instance, DARPA shall refer the challenge to the OUSD(R&E) for mediation.
5. This process, to include negotiation of risk mitigation measures, is not to be considered as part of the time-to-award.
6. Failure of the performer or recipient to reasonably exercise due diligence to discover or ensure that neither it nor any of its Covered Individuals are involved in the subject award are participating in a Malign Foreign Government Talent Program or have a Foreign Component with FCOC or FCOC connected entity, may result in the Government exercising remedies in accordance with federal law and regulation.
   1. If, at any time, during performance of this research award, the performer or recipient should learn that it, its Covered Individuals, or applicable team members or subtier performers on this award are or are believed to be participants in a malign foreign government talent program or exhibiting behaviors/actions identified in the DoD Component Decision Matrix (i.e. funding from a FCOC or FCOC connected entity, patents resulting from U.S. government funded research that were filed with a FCOC or on behalf of a FCOC connected entity, and associations or affiliations with foreign government connected entities), the performer or recipient will notify the Government Contracting Officer or Agreements Officer within 5 business days.
      • This disclosure must include specific information as to the personnel involved and the nature of the situation and relationship. The Government will have 30 business days to review this information and conduct any necessary fact-finding or discussion with the performer or recipient.
      • Such disclosure could result in a termination of award at the government’s discretion.
      • If the University receives no response from the Government to its disclosure within 30 business days, it may presume that the Government has determined the disclosure does not represent a threat.
   2. The performer or recipient must flow down this provision to any subtier contracts or agreements involving direct participation in the performance of the research.

DARPA’s analysis and assessment of affiliations and associations of Covered Individuals is compliant with Title VI of the Civil Rights Act of 1964. Information regarding race, color, or national origin is not collected and does not have bearing in DARPA’s assessment. Performers with proposals selected for negotiation that have been assessed as having potential undue foreign influence risk factors, as defined by the DoD Decision Matrix, will be given an opportunity during the negotiation process to mitigate the risk. DARPA reserves the right to request any follow-up information needed to assess potential risk factors or proposed risk mitigation strategies.

1. Definitions: Definitions can be found in the USD(R&E) “Policy for Risk Based Security Reviews of Fundamental Research”, June 8, 2023 (or as it is amended).

Proposers should indicate in their proposal whether they believe the scope of the research included in their proposal is fundamental or not. While proposers should clearly explain the intended results of their research, the Government shall have sole discretion to determine whether the proposed research shall be considered fundamental and to select the award instrument type. Appropriate language will be included in resultant awards for non-fundamental research to prescribe publication requirements and other restrictions, as appropriate. | Read this language

For certain research projects, it may be possible that although the research to be performed by a potential awardee is non-fundamental research, its proposed sub awardee’s effort may be fundamental research. It is also possible that the research performed by a potential awardee is fundamental research while its proposed sub awardee’s effort may be non-fundamental research. In all cases, it is the potential awardee’s responsibility to explain in its proposal which proposed efforts are fundamental research and why the proposed efforts should be considered fundamental research.

The Decision Matrix to Inform Fundamental Research Proposal Mitigation Decisions found in OUSD(R&E) Countering Unwanted Influence in Department Funded Research at Institutions of Higher Education, dated June 29, 2023, has been updated and replaced by the new Decision Matrix found in the Memo “Introduction to the 2025 DoD Component Decision Matrix to Inform Fundamental Research Proposal Mitigation Decisions” – Dated May 5, 2025.

University student or researcher conditions

In order to ensure that U.S. scientific and engineering students will be able to continue to make strategic technological advances, DARPA is committed to supporting the work and study of Ph.D. students and post-doctoral researchers that began work under a DARPA-funded program awarded through an assistance instrument. Stable and predictable federal funding enables these students to continue their scientific and engineering careers.

To that end, should a DARPA funded program awarded through a Research Other Transaction pursuant to 10 U.S.C. § 4021 where the university is a participant end (due to termination or down-select) before the planned program completion, DARPA may continue to fund, for no more than two semesters (or equivalent), the documented costs to employ or sponsor Ph.D. students and/or post-doctoral researchers. Should such a circumstance arise, the following will take place:

1. The Government will provide appropriate notification to the University participant by the Agreements Office or through the prime performer.
2. The University must make reasonable efforts to find alternative research or employment opportunities for these students and researchers.
3. Before any costs will be paid, the University must submit documentation describing their due diligence efforts in finding alternative arrangements that is certified by a University official.
4. In addition to this documentation, the affected students and researchers must submit statements of work describing what research activities they will pursue during the period of funding and the final deliverable they will submit when the funding is complete.
5. In determining these costs, DARPA will rely on information from the University's original proposal unless specific circumstances warrant requesting updated proposals. In no circumstances will this funding be provided when the program is ended because of suspected or actual fraud or negligence.

DARPA Down-Select Process

DARPA often structures programs in phases or options that include specific objectives and a designated period of performance. This may result in potentially issuing multiple awards to maximize the number of innovative approaches. This approach allows the Government to monitor progress and enables programmatic decision points based, at a minimum, against stated evaluation criteria, metrics, funding availability, and program goals and objectives. As a result, select performers may advance via award of a subsequent phase or through exercise of a planned option period.

Proposers Requesting an Other Transaction
Regardless of the proposal submission method, proposers must submit the two forms listed below for all covered individuals, in addition to the volumes and required attachments specified elsewhere in this solicitation.

Form 1, Common Form for Biographical Sketch, available on the NSF.gov website. This form must be completed and submitted. To evaluate compliance with Title IX of the Education Amendments of 1972 (20 U.S.C. § 1681 et.seq.), the Department of Defense (DoD) is collecting certain demographic and career information to be able to assess the success rates of women who are proposed for key roles in applications in science, technology, engineering or mathematics disciplines. In addition, the National Defense Authorization Act (NDAA) for FY 2019, Section 1286, directs the Secretary of Defense to protect intellectual property, controlled information, key personnel, and information about critical technologies relevant to national security and limit undue influence, including foreign talent programs by countries that desire to exploit United States’ technology within the DoD research, science and technology, and innovation enterprise. This requirement is necessary for all research and research-related educational activities. The DoD is using the form below to collect the necessary information to satisfy these requirements. Detailed instructions for each form are available on NSF.gov.

Form 2, Common Form for Current and Pending (Other) Support Information form, available on the NSF.gov website, will be used to collect the following information for all covered individuals, including Project Director/Principal Investigator and Co-Project Director/Co-Principal Investigator, whether or not the individuals' efforts under the project are funded by the DoD and any individual designated as a “covered individual” by the funding agency. The form includes 2 parts: Proposals and Active Projects; and the In-Kind Contributions. The biographical sketch and current and pending support are to be provided as attachments:

• Biographical Sketch: Mandatory for Project Directors (PD) and Principal Investigators (PI), and designated covered individuals; optional, but desired, for all other key personnel. The biographical sketch should include information pertaining to the researchers:
  1. Identifying Information
     1. ORCID Digital Persistent Identifier (DPI)
• Position Title
• Organization and Location
• Professional Preparation (education and training)
• Appointments and Positions
• Products
• Current and Pending Support: Mandatory for all covered individuals including the PD/PI. This attachment should include the following information:
  1. Proposals and Active Projects
     1. Source of Support
     2. Primary Place of Performance
     3. Active Project Start/End Date
     4. Total Anticipated Project Amount
     5. Person-Month(s) per year devoted to Active Project
     6. Overall Objectives
     7. Statement of Potential Overlap
  2. In-Kind Contributions
     1. Status of Support
     2. Receipt Date of In-Kind Contributions
     3. Source of Support
     4. Summary of In-Kind Contributions
     5. Person-Month(s) per year devoted to the In-Kind Contribution
     6. US Dollar Value of In-Kind Contribution
     7. Overall Objectives
     8. Statement of Potential Overlap
  3. Certification

Note, if DARPA receives an application without the required information, DARPA may determine that the application is incomplete and may cause your submission to be rejected and eliminated from further review and consideration under the solicitation. DARPA reserves the right to request further details from the applicant before making a final determination on funding the effort.

Follow-On Production

In accordance with 10 U.S.C. § 4022(f), the Government may award a follow-on production contract or Other Transaction (OT) for any OT awarded under this solicitation if: 

1. that participant in the OT, or a recognized successor in interest to the OT, successfully completed the entire prototype project provided for in the OT, as modified
2. the OT provides for the award of a follow-on production contract or OT to the participant, or a recognized successor in interest to the OT.