Proposer Instructions: 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: January 25, 2024

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, expenditure 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

• Expenditure Based
• 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.

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.

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.