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Exchange of Notes (August 31, 1995 and May 17, 1996) constituting an Agreement between the Government of Canada and the Government of the United States of America on the Training of Canadian Mission Specialists [1996] CATSer 13 (17 May 1996)

E101798 - CTS 1996 No. 26

EXCHANGE OF NOTES CONSTITUTING AN AGREEMENT BETWEEN THE GOVERNMENT OF CANADA AND THE GOVERNMENT OF THE UNITED STATES OF AMERICA ON THE TRAINING OF CANADIAN MISSION SPECIALISTS

I

The Minister of Foreign Affairs of Canada to the Ambassador of the United States of America

OTTAWA, August 31, 1995

No. JLO-0693

His Excellency James J. Blanchard
Ambassador of the United States of America
Ottawa

Excellency,

I have the honour to refer to recent discussions between representatives of the Government of Canada and the Government of the United States of America concerning the terms and conditions for cooperation between the Canadian Space Agency (CSA) and the National Aeronautics and Space Administration (NASA) in connection with the training of mission specialists for space shuttle flights.

I have the honour to propose that cooperation between our two Governments on this training shall be in accordance with the terms and conditions set forth in the Agreement on Training of CSA Mission Specialists concluded on March 3, 1995 between the CSA and NASA.

If the foregoing proposal is acceptable to the Government of the United States of America, I have the further honour to propose that this Note, together with the attached copy of the Agreement on Training of CSA Mission Specialists, which are equally authentic in English and French, and your Note in reply, shall constitute an Agreement between our two Governments that shall enter into force on the date of your Embassy's reply and shall remain in force until the termination of the Agreement, in accordance with the terms thereof.

I avail myself of this opportunity to renew to your Excellency the assurances of my highest consideration.

André Ouellet

AGREEMENT BETWEEN THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION (NASA) AND THE CANADIAN SPACE AGENCY (CSA) ON TRAINING OF CSA MISSION SPECIALISTS
Amendment-2

Preamble

The National Aeronautics and Space Administration (NASA) and the Canadian Space Agency (CSA), hereinafter "the Parties",

Recalling the NASA Associate Administrator for Space Flight's letter of September 5, 1990, extending an offer to CSA to provide Mission Specialist training for two CSA astronaut-candidates as part of NASA's 1992 group of astronaut-candidates, and the CSA Vice President of Operations' letter of acceptance of this offer of December 5, 1990; and

Recalling the Steering Group on U.S.- Canadian Space Cooperation's agreement in principle on Arrangements for Enhanced Cooperation in Space Between NASA and CSA, dated May 18, 1994; and

Recalling the NASA Administrator's letter of December 16, 1994, extending an offer to CSA for a third Canadian astronaut to participate in NASA's 1995 group of astronaut-candidates; and

Recognizing the need to prepare for Space Station operations and in particular for the Parties to gain experience working together on astronaut selection, crew training, and preflight preparation,

Hereby agree to the terms and conditions as set forth in this Amendment-2 of the Mission Specialist Training Agreement:

1.0 GENERAL

NASA will provide to CSA Mission Specialist Training, hereinafter referred to as "Training," for three CSA astronaut-candidates, two to be included in NASA's 1992 group of astronaut-candidates and one to be included in NASA's 1995 group of astronaut-candidates, and CSA hereby accepts such Training, under the terms and conditions set forth in this Agreement.

Training is defined to be all activities assigned to the CSA Mission Specialists/astronaut-candidates by NASA's Astronaut Office at the Johnson Space Center (JSC), including, but not limited to: official travel, collateral duties, proficiency and refresher training, medical examinations, and, in the event of a Shuttle mission flight assignment, flight specific training, mission flight, and post-mission activities.

NASA's Mission Specialist Training program, in which the CSA astronaut-candidates will participate, consists of one year of basic training followed by advanced training which includes on-the-job training, collateral duties and, in the event of flight assignment, flight specific training including all flight and pre-and post-flight activities. At the end of the one year candidacy period, each astronaut-candidate's performance is reviewed before he or she is allowed to continue as a Mission Specialist. Typically, 4-5 years elapse from the time an astronaut-candidate reports for basic training until the time of a Mission Specialist's first mission.

If constraints of the Shuttle schedule, mission objectives, and overall operations requirements allow, NASA intends to offer a Space Shuttle flight assignment to each CSA Mission Specialist in the years following successful completion of the basic training program, assuming they meet all of the criteria for a Space Shuttle flight assignment. Since flight assignment decisions depend upon Shuttle flight rates and mission objectives at the time of assignment, NASA cannot, at this time, commit to flying each CSA Mission Specialist; however, NASA shall, to the extent possible, treat the CSA astronaut-candidates/Mission Specialists like U.S. astronaut-candidates/Mission Specialists.

The Parties agree that CSA Mission Specialist astronaut-candidates enter NASA's Training program with the same commitment as other astronaut-candidates selected by NASA; that is, with the intent of undergoing the full complement of Mission Specialist Training.

NASA will use all reasonable efforts in fulfilling its obligations under this Agreement to the extent consistent with United States law and United States published policy.

In the event that CSA, during the conduct of activities under this Agreement, receives technical data from NASA or its contractors, subcontractors or users marked with a notice, or otherwise identified, indicating such data is considered proprietary, CSA may use and disclose such data only for the purpose of fulfilling its responsibilities under this Agreement. The written permission of the data owner is required before disclosure, retransfer, or use of such proprietary data for any other purpose.

2.0 DESIGNATION OF REPRESENTATIVES

The Parties designate the following representatives as Agreement Coordinators and Training Coordinators. The Agreement Coordinators will be responsible for coordinating all programmatic and financial matters related to this Agreement. The Training Coordinators will be responsible for coordinating training activities and schedules. The Parties may replace their coordinators by informing the other in writing and identifying a replacement.

NASA Agreement Coordinator:
Neal R. Newman, Customer Services Manager,
Office of Space Flight,
NASA Headquarters, Washington, D.C. 20546

CSA Agreement Coordinator:
Jacques Marcotte,Deputy Director General,
Canadian Astronaut Program,
6767 route de l'Aeroport,
Saint-Hubert, Quebec, Canada J3Y 8Y9

NASA Training Coordinator:
Colonel Robert D. Cabana, Chief, Astronaut Office,
Johnson Space Center, Houston, TX 77058

CSA Training Coordinator:
Dr. Steve MacLean, Director General,
Canadian Astronaut Program,
6767 route de l'Aeroport,
Saint- Hubert, Quebec,Canada J3Y 8Y9

3.0 SELECTION OF CSA MISSION SPECIALIST ASTRONAUT-CANDIDATES

3.1 Selection Criteria

CSA astronaut-candidates will be selected by CSA according to a set of minimum Basic Qualifications, NASA Medical Standards, General Suitability, and Personal Suitability criteria as established and provided by the NASA Director, Policy and Plans, Office of Space Flight's letter to the CSA Director General, Canadian Astronaut Program, dated June 25, 1991.

3.2 Selection Process

Selection of CSA Mission Specialist astronaut-candidates will be conducted by CSA. CSA will conduct inquiries into each of its astronaut-applicant's background to determine the applicants' basic qualifications, personal suitability and general suitability. CSA will provide NASA with a written assurance that inquiries have been made into each of their astronaut-candidate's background, and that the candidates meet the basic qualifications, personal suitability and general suitability criteria provided by NASA. Written assurances must be received and accepted by the NASA Agreement Coordinator before CSA astronaut-candidates can enter training. Within two weeks of receipt of the written assurances, NASA will notify CSA on the acceptability of each candidate.

Prior to final selection, CSA will submit its astronaut-applicant finalists to the Flight Medicine Clinic at NASA's Johnson Space Center (JSC) to undergo medical evaluations. The costs associated with up to three medical evaluations are included as part of the fixed price provided in Section 6 of this Agreement. Additional medical evaluations that might be requested by CSA will be billed separately. The medical evaluations will ensure that each finalist meets NASA's medical standards as established in JSC 24834. The medical evaluations will review and/or repeat the results of previous examinations by CSA and may include additional examinations as necessary. Results of the medical evaluations will be reviewed and approved by the NASA Aerospace Medicine Board (AMB) as per NASA Management Instruction (NMI) 1152.59. NASA will promptly notify CSA on the results of the evaluations.

CSA's 1992 Mission Specialist astronaut-candidates must report to JSC on or before August 3, 1992. CSA's 1995 candidate must report to JSC on or before March 6, 1995.

All astronaut-candidates must be fluent in both written and spoken English by their respective training report dates.

4.0 TRAINING

4.1 General

CSA shall require that its astronaut-candidates and Mission Specialists sign and be bound by a Standards of Conduct Agreement (Enclosure 1) and shall ensure that its astronaut-candidates/Mission Specialists comply with the Standards of Conduct Agreement. This Standards of Conduct Agreement must be signed and delivered to the NASA Agreement Coordinator before each respective astronaut-candidate reports for basic training at JSC.

Throughout the Training program, as described in this Agreement, CSA astronaut-candidates/Mission Specialists will be based at the JSC in Houston, Texas and will be assigned to the Astronaut Office in the Flight Crew Operations Directorate. All CSA requests to NASA that might affect a CSA astronaut candidate's/Mission Specialist's ability to carry out his/her training or collateral duties must be coordinated with the NASA Training Coordinator prior to any formal submittal of such requests to NASA. Such requests must be submitted in writing to the NASA Training Coordinator for approval.

NASA will provide general administrative support to CSA's astronaut-candidates/Mission Specialists throughout their assignment at JSC. General administrative support includes, but is not limited to, office space, desk, telephone, facsimile, and secretarial support. International phone and facsimile costs not directly in support of Training will be the responsibility of CSA.

Travel in support of Training under this Agreement will be provided by NASA. All other travel will be the responsibility of CSA.

CSA astronaut-candidates/Mission Specialists will be required to undergo annual physical exams by JSC's Flight Medicine Clinic. The annual medical examinations will be conducted under NASA Medical Standards JSC 24834, and the results reviewed by the AMB under NMI 1152.59. These exams will determine a Mission Specialist's medical flight status.

Periodically, the NASA Training Coordinator will provide to the CSA Training Coordinator information related to the performance of the CSA astronaut-candidates/Mission Specialists while under the supervision of NASA.

Upon request, NASA will facilitate the issuance of appropriate documentation for CSA personnel participating in activities under this Agreement.

4.2 Basic Training (Candidacy Period)

As a part of Training, CSA astronaut-candidates will enter a 1-year basic training period. Each astronaut-candidate is expected to participate in all aspects of the basic training program, including travel, as specified by NASA. This training will not qualify CSA astronaut-candidate/Mission Specialists to fly in the front-seat of NASA T-38 aircraft.

Throughout the basic training period, CSA astronaut-candidates will be evaluated by NASA's Chief of the Astronaut Office based on the candidates' overall Training performance. Upon successful completion of the basic training period, CSA astronaut-candidates will, in consultation with CSA, be designated by NASA as Mission Specialists.

Upon successful completion of the basic training requirements, CSA may choose to suspend Training for any or all of its Mission Specialists and return them to Canada to support the Canadian space program. However, Mission Specialists who suspend Training except to take approved vacation or emergency leave for a period of less than one month, must return to active status in the NASA Astronaut Office (actively engaged in Training) for at least 12 months prior to being eligible for flight assignment consideration.

4.3 Advanced Training

After designation as Mission Specialists, CSA Mission Specialists will begin an advanced training period that includes on-the-job training and collateral duties. Collateral duties will be assigned by the NASA Training Coordinator identified in Section 2.0, and will continue until up to 6 months before a Mission Specialist's flight or until such time as a Mission Specialist suspends or terminates Training. The NASA Training Coordinator will consult with the CSA Training Coordinator on an annual basis concerning the collateral duties of the CSA Mission Specialists. CSA Mission Specialists will also be required to complete proficiency and refresher training.

In the event of flight assignment, as a part of Training, the CSA Mission Specialists will be required to undergo flight specific training, including advanced Shuttle systems training, advanced payload training, and integrated team training. CSA Mission Specialists are expected to operate as an integral part of the crew and will participate in crew activities, including pre- and post-flight physicals and other activities, as specified by NASA.

5.0 FLIGHT ASSIGNMENTS

Flight assignments of CSA Mission Specialists will be made by NASA in consultation with CSA. Assignments will be made based on mission and crew teaming requirements. Because of varying mission requirements and schedules, NASA will not precommit CSA Mission Specialists to flight assignments associated with a particular payload or sponsor. CSA Mission Specialist crew assignment will follow NASA's standard crew assignment practices.

In order to be eligible for a flight assignment, CSA Mission Specialists must have successfully completed the basic training program as described above and have been on active status in the NASA Astronaut Office for at least the previous 12 consecutive months.

6.0 FINANCIAL ARRANGEMENTS

6.1 General

CSA's financial obligations, as specified in this Agreement, apply to all CSA astronaut-candidate/Mission Specialist Training and medical costs incurred by NASA under this Agreement. This obligation is independent of a particular astronaut-candidate's/Mission Specialist's success in completing any aspect of Training or medical requirements or receiving a flight assignment.

CSA will be solely responsible for all salary compensation of its astronaut-candidates and Mission Specialists, including health insurance and other benefits, throughout all Training under this Agreement. During their assignment at JSC, CSA astronaut-candidates/Mission Specialists and their dependents will also be eligible for general medical care provided by the NASA Flight Medicine Clinic per NMI 8900.3. NASA will not be responsible for any referral medical costs for the CSA astronaut candidate/Mission Specialists or their dependents.

Payments made by CSA as provided in Enclosure 2 will be adjusted according to the actual number of months each CSA Mission Specialist is engaged in Training. Notwithstanding Section 9.0 of this Agreement, any excess payments made by CSA will be refunded or applied toward the remaining CSA astronaut-candidate/Mission Specialist.

CSA recognizes that, by paying NASA part or all of the costs associated with Training under this Agreement, CSA does not obtain title to or any other legal or equitable right to or interest in any part of the Space Shuttle program or any other U.S. Government property.

NASA is not obligated under this Agreement to provide Training to CSA astronaut-candidates/Mission Specialists if CSA does not provide sufficient funding as specified under the terms of this Agreement.

The Parties agree that their ability to carry out their obligations under this Agreement is subject to their respective funding procedures.

Should either Party encounter budgetary problems which may affect the activities to be carried out under this Agreement, the Party encountering the problems will notify and consult with the other Party.

6.2 Training Price Determination

For purposes of this Agreement, the price per astronaut-candidate for the basic training program will be set at a fixed price. The price per Mission Specialist for the first year of advanced and on-the-job training, for purposes of this Agreement, is set at a fixed monthly price, becoming effective upon each CSA astronaut-candidate's designation by NASA as a Mission Specialist, and shall remain in effect for 12 months. The price per Mission Specialist for the second and subsequent years of advanced training, for purposes of this Agreement, is set at a fixed monthly price and shall remain in effect throughout each CSA Mission Specialist's assignment to the Astronaut Office at JSC (including the period of time when he/she is assigned to a flight crew).

The training prices established under this Agreement are summarized in Enclosure 2 to this Agreement. These prices are quoted in Fiscal Year (FY) 1988 dollars, and will be escalated at the time of billing to account for inflation. These prices have been established for purposes of this Agreement only, and shall not be construed as precedent for other training or services provided by NASA in the future.

6.3 Payment Schedule

CSA agrees to make payments according to Enclosure 2 in United States dollars. The payment due dates in Enclosure 2 will be updated as necessary by NASA, in consultation with CSA, through amendments to this Agreement for training years beyond those listed in Enclosure 2. NASA will provide a billing approximately 60 days in advance of each payment due date as set forth in Enclosure 2. Each billing will state the billing date, payment due date, and the total amount of the payment due, including the amount of escalation for those portions of the payment that are escalated to the payment due date. For purposes of escalation, NASA shall use the United States Bureau of Labor Statistics Index, "Business Sector, All Persons: Productivity, Hourly Compensation, Unit Labor Cost, and Prices, Seasonally Adjusted" table, "Compensation Per Hour" column published in the United States Department of Labor, Bureau of Labor Statistics news release entitled, "Productivity and Costs." The escalation rate used for each billing shall be a forecast rate to the payment due date based on published United States Bureau of Labor Statistics data. The actual rate is published within approximately six months of the original billing date. Each previously escalated payment will be subject to a one-time adjustment to reconcile the rates for forecasted escalation with actual escalation to the payment due date. Once the actual rate is available, this adjustment shall be accomplished on the next scheduled billing or at the time of final billing for that particular Mission Specialist, whichever occurs first. Payments should be sent to:

Director
Financial Management, Code BF
NASA Headquarters
Washington, DC 20546

As an alternative to sending payments to NASA by mail, CSA may elect payment by wire transfer to the United States Treasury FEDWIRE Deposit System in accordance with instructions available upon request. All payments should reference the number of this Agreement.

Approximately 6 months after the completion or termination of this Agreement, NASA will prepare a final bill in accordance with normal NASA accounting procedures. NASA will either refund to CSA any excess payments, or will bill CSA for any balance due. For an amount due, CSA's payment due date will be 60 days from the date of the NASA billing.

A late payment fee shall be assessed at the rate of one and one-half percent per month of the unpaid scheduled payment, or unpaid portion thereof, for each day beyond the payment due date of the scheduled payment, until the unpaid amount is received by NASA.

7.0 ALLOCATION OF RISK

7.1 General

Certain risks of liability, as defined below, arising out of the Training and any Space Shuttle flight opportunity to be provided by the United States Government and its contractors and subcontractors under this Agreement shall be allocated between CSA and the United States Government as set forth in this Section. To the extent that a risk of Damage, as defined below, is not dealt with expressly in this Agreement, United States Federal Law shall govern the allocation of such risk between CSA and the United States Government.

The Parties recognize that certain provisions of this Section may require confirmation at the Canadian governmental level and, if such confirmation is required, agree that no Shuttle flight of a CSA astronaut shall take place until NASA receives such confirmation.

In the event that a CSA Mission Specialist is assigned to a Shuttle flight to which the cross-waiver of liability set forth in Article 16 of the Agreement Among the Government of the United States of America, Governments of Member States of the European Space Agency, the Government of Japan and the Government of Canada on Cooperation in the Detailed Design, Development, Operation, and Utilization of the Permanently Manned Civil Space Station Space Station Intergovernmental Agreement applies, that cross-waiver, not paragraphs 7.2, 7.3 and 7.4 of this Section, will govern the allocation of risk between CSA and the United States Government.

At the time a CSA Mission Specialist is assigned to a particular Shuttle flight, the NASA Agreement Coordinator will notify the CSA Agreement Coordinator of the cross-waiver of liability which applies to that Shuttle flight. Following such notification, the Parties agree to take such actions as may be necessary to ensure that the appropriate cross-waiver shall be effective for the particular flight.

7.2 Definitions

For the purposes of this Section:

a. A "Party" is a person or entity that signs this Agreement.

b. The term "Related Entity" means:

(1) a contractor or subcontractor of a Party at any tier;

(2) a user or customer of a Party at any tier; or

(3) a contractor or subcontractor of a user or customer of a Party at any tier.

"Contractors" and "subcontractors" include suppliers of any kind.

c. The term "Damage" means:

(1) bodily injury to, or other impairment of health of, or death of, any person;

(2) damage to, loss of, or loss of use of any property;

(3) loss of revenue or profits; or

(4) other direct, indirect or consequential damage.

d. "Liability" includes liability for payments made pursuant to United States' treaty, any judgment by a court of competent jurisdiction or administrative tribunal, administrative and litigation costs, and after consultation with CSA, settlement payments.

7.3 Cross-Waiver of Liability

a. The purpose of this subsection is to establish a cross-waiver of liability between the Parties to this Agreement, the parties to other NASA agreements involving Shuttle services or Training and the Related Entities of each of the above parties to encourage participation in space exploration, use, and investment. The cross-waiver of liability shall be broadly construed to achieve this objective.

b. For the purposes of this cross-waiver:

(1) The term "payload" means any property to be flown or used on or in the Shuttle.

(2) The term "Protected Space Operations" means all Space Shuttle, Training and payload activities on Earth, in outer space, or in transit between Earth and outer space done in implementation of this Agreement. Protected Space Operations for Training begins at the signature of this Agreement and ends when all activities necessary for the implementation of this Agreement are concluded. It includes, but is not limited to:

(a) research, design, development, test, manufacture, assembly, integration, operation, or use of: the Space Shuttle, orbital transfer vehicles, payloads, related support equipment and facilities and services;

(b) all activities related to ground support, test, training, simulation, or guidance and control equipment and related facilities or services.

"Protected Space Operations" excludes activities on Earth which are conducted on return from space to develop further a payload's product or process for use other than for Shuttle-related activities necessary to complete implementation of the Agreement.

c. (1) Each Party agrees to a cross-waiver of liability pursuant to which each Party waives all claims against any of the entities or persons listed in (a) through (d) below based on Damage arising out of Protected Space Operations. This cross-waiver shall apply only if the person, entity, or property causing the Damage is involved in protected space operations as defined in any NASA agreement that includes Shuttle services or Training, and the person, entity, or property sustaining Damage is damaged by virtue of its involvement in protected space operations as defined in any NASA agreement that includes Shuttle services or Training. The cross-waiver shall apply to any claims for Damage, whatever the legal basis for such claims, including but not limited to delict and tort (including negligence of every degree and kind) and contract, against:

(a) the other Party;

(b) any party to a NASA Agreement that includes Shuttle services or Training;

(c) a Related Entity of any party in (a) or (b); or

(d) the employees of any of the entities identified in (a) through (c) above.

(2) In addition, each Party shall extend the cross-waiver of liability as set forth in Subparagraph c. (1) above to its own Related Entities by requiring them, by contract or otherwise, to agree to waive all claims against the entities or persons identified in (1) (a) through (1) (d) above.

(3) For avoidance of doubt, this cross-waiver of liability includes a cross-waiver of liability arising from the Convention on International Liability for Damage Caused by Space Objects, (Mar. 29, 1972, 24 United States Treaties and Other International Agreements (U. S. T.) 2389, Treaties and Other International Acts Series (T.I.A.S.) No. 7762) where the person, entity, or property causing the damage is involved in Protected Space Operations and the person, entity, or property damaged is damaged by virtue of its involvement in Protected Space Operations.

(4) Notwithstanding the other provisions of this Section, this cross-waiver of liability shall not be applicable to:

(a) claims between a Party and its own Related Entity or between its own Related Entities;

(b) claims made by a natural person, his/her estate, survivors, or subrogees for injury or death of such natural person, except where the subrogee is a Party;

(c) claims for Damage caused by willful misconduct;

(d) intellectual property claims;

(e) contract claims between the Parties based on the express contractual provisions of this Agreement; or

(f) claims for Damage based on the failure of a Party to extend the cross-waiver of liability to its own Related Entities as required by subsection 7.3.c. (2).

(5) Nothing in this cross-waiver shall be construed to create the basis for a claim or suit where none would otherwise exist.

7.4 Contractually-based Claims

Except as provided under the Disputes Settlement provision in Section 11.0, CSA shall not make any claims against the United States Government, its contractors or subcontractors for Damage or any other relief for any improper performance, or non-performance, in the provision of any services under this Agreement.

These limitations are subject to the following exceptions:

a. CSA may make a claim for liquidated damages that may be payable as expressly provided for in the contracts entered into by the United States Government and its contractors or subcontractors for services performed for CSA.

b. to the extent CSA is not compensated for Damage, by insurance or otherwise, this subsection 7.4 shall not prevent a claim from being brought by CSA against the United States Government if CSA suffers Damage:

(1) caused by failure of NASA to incorporate a cross-waiver, or its equivalent, in an Agreement with another customer who contracts with NASA for Shuttle services or Training.

7.5 Limitation of Liability for Damage

To the extent that a risk of Liability for Damage is not dealt with expressly in this Agreement, the United States Government's liability to CSA, and CSA's liability to the United States Government arising out of this Agreement, whether or not arising as a result of an alleged breach of this Agreement, shall be limited to direct damages only and shall not include any loss of revenue, profits or other indirect or consequential damages.

8.0 APPLICABLE LAW

The Parties hereby designate the United States Federal Law to govern this Agreement for all purposes, including but not limited to determining the validity of this Agreement, the meaning of its provisions, and the rights, obligations and remedies of the Parties. This designation by the Parties is, in part, due to the fact that most of the activities under this Agreement will occur in the United States.

9.0 TERMINATION

Following consultation between the Parties, the Parties each shall have the right to terminate, in whole or in part, its commitment under this Agreement by providing at least 6 months written notice to the Agreement Coordinators identified in Section 2.0 of this Agreement.

In the event of termination by CSA, CSA's termination liability shall be the costs incurred by NASA under this Agreement to the date of termination plus any costs incurred by NASA associated with the termination. If termination is made by CSA after a CSA Mission Specialist is assigned to a flight, CSA's termination liability shall be the costs incurred by NASA under this Agreement to the date of termination plus any costs incurred by NASA associated with the termination, including the cost of any launch delays associated with such termination.

In the event of termination by NASA, CSA's termination liability shall be the costs incurred by NASA under this Agreement to the date of termination.

10.0 UNITED STATES GOVERNMENT OFFICIALS NOT TO BENEFIT

No member of or delegate to the United States Congress, or resident commissioner shall be admitted to any share or part of this Agreement, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this Agreement if made with a Corporation for its general benefit.

11.0 SETTLEMENT OF DISPUTES

The Parties agree to consult promptly with each other on all issues involving interpretation or implementation of this Agreement.

In the case of a continuing dispute, such matters will first be referred to the Agreement Coordinators for resolution.

Any matter which has not been settled in accordance with the above paragraph will be referred to the NASA Associate Administrator for Space Flight and the CSA Vice-President for Human Space Flight, or their designees, for resolution.

12.0 DURATION OF AGREEMENT

Apart from any continuing obligations of the Parties under Section 6.0 or Section 7.0, this Agreement shall remain in force through May, 2002 or upon completion of all activities covered by this Agreement, whichever occurs first. Activities under this Agreement will be considered to have been completed when neither CSA astronaut-candidate/Mission Specialist participate in Training without having elected suspension per Section 4.2 of this Agreement. This Agreement may be extended or amended by mutual consent and upon written notice between the Parties.

13.0 ENTRY INTO FORCE

This Amendment 2 of this Agreement shall enter into force as of the date of the last signature of the Parties below.

IN WITNESS WHEREOF the Parties have caused their duly authorized representatives to execute two originals of this Agreement in the English language.

ENCLOSURE 1

NATIONAL AERONAUTICS AND SPACE ADMINISTRATION / CANADIAN SPACE AGENCY ASTRONAUT CANDIDATE / MISSION SPECIALIST STANDARDS OF CONDUCT AGREEMENT

Pursuant to the authority of the National Aeronautics and Space Act of 1958, as amended, the National Aeronautics and Space Administration (NASA) has agreed to permit the undersigned, Dr. Dafydd Williams, an employee of CSA, to train as a foreign Mission Specialist astronaut-candidate and as a foreign Mission Specialist after the successful completion of the basic training candidacy period. Under the terms of the National Aeronautics and Space Administration (NASA) and Canadian Space Agency (CSA) Mission Specialist Training Agreement, as amended, the CSA Mission Specialist may then be eligible for a Space Shuttle flight assignment. As part of the overall consideration for this training and any flight opportunity, NASA and the undersigned agree to the following terms and conditions:

1. As long as the undersigned is designated as a Mission Specialist astronaut-candidate or a Mission Specialist, the undersigned agrees to refrain from any use of the position of Mission Specialist astronaut-candidate or Mission Specialist that is motivated, or has the appearance of being motivated, by the desire for private gain for herself/himself or other persons.

2. If the undersigned acquires information in the course of performing Mission Specialist astronaut-candidate or Mission Specialist duties that is not generally available to those outside NASA, the undersigned agrees not to use this information to further a private interest or for the special benefit of a business or other entity in which the undersigned has a financial or other interest.

3. The undersigned agrees to limit the use and disclosure of any marked or otherwise identified proprietary data to those purposes necessary for the performance of assigned tasks. In addition, in recognition of the fact that data resulting from the testing and operation of a payload may constitute valuable data and invention rights, the undersigned agrees to maintain the resulting data under protective conditions, limiting its use and disclosure solely to the performance of assigned tasks.

4. The undersigned agrees not to use the Mission Specialist astronaut-candidate or Mission Specialist position in any way to coerce, or give the appearance of coercing, another person to provide any financial benefit to the undersigned or other persons.

5. The undersigned agrees to avoid any action, whether or not specifically prohibited by law or regulation, which might result in or create the appearance of:

(i) Using the Mission Specialist astronaut-candidate or Mission Specialist position for the private gain of herself/himself or others;

(ii) Giving preferential treatment to any organization or person;

(iii) Impeding U.S. Government efficiency or economy;

(iv) Affecting adversely the confidence of the public in the integrity of the U.S. Government; or

(v) Reflecting unfavorably on NASA or the U.S. Space Program

6. The undersigned agrees not to directly or indirectly use or allow the use of U.S. Government property of any kind, including property leased to the Government, for other than activities approved by NASA. The undersigned agrees to protect and conserve U.S. Government property, including equipment, supplies, and other property entrusted or issued to the undersigned.

7. The undersigned agrees to be subject to the authority of the Space Shuttle Commander and conform to his or her order and direction as authorized by 14 C.F.R. 1214.7, entitled "The Authority of the Space Transportation System (STS) Commander."

8. The undersigned agrees to comply with 14 C.F.R. 1214.6, entitled "Mementos Aboard Space Shuttle Flights."

9. The undersigned agrees that NASA Management Instruction 7100.8A, entitled "Protection of Human Research Subjects", is applicable to any research experiments involving human subjects that the undersigned may participate in during the course of activities under this Agreement.

10. The undersigned agrees to comply with all U.S. Government regulations and management issuances related to safety, security and other installation matters that are in effect at the various U.S. Government installations at which he/she functions during the pre-flight, flight, and post-flight periods.

This Agreement is effective upon the last signature hereto and will remain in effect for six months following the last Shuttle flight on which the subject Mission Specialist flies, or until the undersigned Mission Specialist astronaut-candidate or Mission Specialist terminates, or is terminated from, such capacity, whichever occurs last.

Questions concerning the applicability of any provision of this agreement, including questions as to whether any proposed activity or actions by a Mission Specialist astronaut candidate or Mission Specialist would appear to violate paragraphs 1, 4 or 5, should be directed to the General Counsel of NASA or his designee.

BY:

Dafydd Williams
CSA Astronaut

Date:

Edward G. Frankle
General Counsel

Date:

ENCLOSURE 2

TRAINING PRICE AND PAYMENT SCHEDULE (FY 1988 DOLLARS)

I. TRAINING PRICE DETERMINATION

Basic Training

- 12 Month Period
- Total fixed price of $237,334* per astronaut-candidate

Advanced Training Year 1

- 12 Month Period
- Monthly calculation of $24,213* per Mission Specialist
- Total fixed price of $290,557* per Mission Specialist per year

Advanced Training Year 2 and Subsequent Years

- Variable Period
- Monthly calculation of $21,168* per Mission Specialist
- Total fixed price of $254,020* per Mission Specialist per year

* Fiscal Year (FY) 1988 dollars

II. PAYMENT SCHEDULE BREAKDOWN PER MISSION SPECIALIST

A. 1992 Mission Specialists

(Payments will continue on 6 month intervals, payable June and December, until completion or termination of this Agreement)

* Fiscal Year (FY) 1988 dollars
(A) Payment received

B. 1995 Mission Specialist

(Payments will continue on 6 month intervals, payable June and December, until completion or termination of this Agreement)

* Fiscal Year (FY) 1988 dollars

III. INTEGRATED PAYMENT SCHEDULE

(Payments will continue on 6 month intervals, payable June and December, until completion or termination of this Agreement)

* Fiscal Year (FY) 1988 dollars
(A) Payment received

II

The Chargé d'Affaires, a.i. of the United States of America to the Minister of Foreign Affairs of Canada

OTTAWA, May 17, 1996

No. 153

The Honorable Lloyd Axworthy, P.C., M.P.,
Minister of Foreign Affairs,
Ottawa

Sir:

I have the honor to acknowledge with thanks receipt of your predecessor's Note No. JLO-0693 of August 31, 1995, referring to discussions between representatives of the Government of the United States of America and the Government of Canada concerning the terms and conditions for cooperation between the National Aeronautics and Space Administration (NASA) and the Canadian Space Agency (CSA) in connection with the training of mission specialists for space shuttle flights, which reads as follows:

(See Note from Canada No. JLO-0693 from August 31, 1995)

I have the further honor to inform you that I accept, on behalf of my Government, your proposal that cooperation between our two governments on this training shall be in accordance with the terms and conditions set forth in the Agreement on training of CSA mission specialists concluded on 3 March 1995, between the CSA and NASA, and to confirm that your predecessor's Note, including its attachment, and this reply shall constitute an Agreement between the two Governments, which shall enter into force on the date of this Note.

Accept, Sir, the renewed assurances of my highest consideration.

James D. Walsh

Charge d'Affaires, a.i.