Part 107 - Airspace Authorizations - LAANC - MOA

Memorandum of Agreement
Between
FEDERAL AVIATION ADMINISTRATION (FAA)
Low Altitude Authorization and Notification
Capability (LAANC) Automation Platform (AP)
And

February 28, 2018
V2.0

ARTICLE 1. PARTIES & DEFINITIONS
1.1 Parties.
The parties to this Memorandum of Agreement (Agreement) are the Federal Aviation
Administration (FAA) and the external user, _____________. The parties do hereby agree
and obligate themselves to abide by the rights, responsibilities, and other conditions as
defined in this Agreement.
1.2 Definitions.
LAANC:
To meet the need for efficient authorization and notification processes, the FAA is
creating the Low Altitude Authorization and Notification Capability (LAANC). LAANC
includes a data exchange between the FAA and private unmanned aircraft system (UAS)
Service Suppliers (USSs). See the LAANC Concept of Operations document for more
detail on the function and features of LAANC.
LAANC AP:
In order to support and facilitate the envisioned small UAS (sUAS) authorizations and
notifications, the FAA must implement a LAANC software system (LAANC Automation
Platform or LAANC AP) including internet-oriented operational coordination capabilities
and an authorization and notification repository.
UAS Service Supplier:
The FAA is pursuing the provision of LAANC services using private USSs to provide
services specific to sUAS operations. Such services would be accomplished through an
exchange of information between the FAA and the USS, whereby the USS would be the
primary interface to the UAS operator either directly or through a third party. The USS
will, in accordance with the LAANC USS Operating Rules, convey the FAA’s automatic
authorization of sUAS operations in a given area, at a given time, and under a given set
of conditions.
ARTICLE 2. SCOPE
2.1 Purpose.
This Agreement is the agreement between the FAA and _____________ for the FAA to
provide application program interface (API) services to _____________, enabling
_____________ to provide services to itself or its customers.
The purpose of this Agreement between the FAA and _____________ is to identify the
rights, responsibilities, and other conditions for both parties in order to enact the desired
service connection.
2.2 Goals and Objectives to be accomplished.
2

The parties are bound by a duty of good faith and best effort in achieving the goals of this
Agreement. The FAA agrees to provide _____________ access to FAA’s LAANC AP
APIs. The FAA also agrees to provide information in an exchange with _____________ to
allow _____________ to provide services in accordance with the LAANC USS Operating
Rules. Pursuant to this Agreement, the FAA and _____________ agree to the following
procedures, restrictions and responsibilities:
2.2.1

Description.

This section describes and specifies the context and purpose of the information used and
what equipment and systems will be used for distribution of LAANC AP products to
_____________ and to allow _____________ to provide authorization and notification
services.
2.2.1.2

General information and guidelines regarding the aforementioned provisions
for connection, establishment, and transmission of information by
_____________ to the FAA’s APIs is contained in the LAANC API
Onboarding Procedures.

2.2.1.3

_____________ must develop and maintain its own applications to collect and
process the authorization and notification information in accordance with the
LAANC USS Operating Rules.

2.2.1.4

The FAA will also provide an interface via API. The APIs are defined in the
LAANC USS-FAA Authorizations and Notifications Interface Control
Document.

2.2.1.5

This Agreement covers the requirements for (i) provision of the information
and (ii) use of the information.

2.3 Roles and Responsibilities.
2.3.1

FAA – Supplier and maintainer of LAANC AP system and associated APIs.

2.3.1.1

The FAA is responsible for providing APIs for USS data exchange.

2.3.1.2

Service interruptions may occur due to operational necessity, safety and
security concerns, and hardware or software failure. During occurrence of such
interruptions, final authority to deny access to data services in accordance with
the terms of this Agreement reside with the FAA.

2.3.1.3

The FAA has the sole right to relocate, upgrade, and update the LAANC AP
and associated API endpoints for any reason. The FAA will provide written
notice sixty (60) calendar days in advance of such changes absent good cause
for earlier or immediate changes. Upon receipt of such notice, _____________
may, before receipt of the modification, (a) raise an objection, which the FAA

3

will consider, or (b) terminate this Agreement without the advance written
notice required by article 8.
2.3.1.4

The FAA has the sole right to identify _____________ as not in compliance
with this Agreement and to direct the interruption or termination of access to
LAANC AP and any APIs defining the data exchange. Non-compliance is
defined as any failure to adhere to any requirement of this Agreement. The FAA
will permit a fifteen (15) day period for _____________ to cure a noncompliance absent good cause for earlier or immediate interruption or
termination of access.

2.3.1.5

The FAA has the sole right to modify this Agreement and any associated
addenda if the FAA determines, at its sole discretion, that the modification is in
the best interests of the United States Government, the aviation industry, or the
general public. The FAA will provide written notice thirty (30) calendar days
in advance absent good cause for earlier or immediate modification. Upon
receipt of such notice, _____________ may, before receipt of the modification,
(a) raise an objection, which the FAA will consider, or (b) terminate this
Agreement without the advance written notice required by article 8.

2.3.1.6

The FAA has the sole right to discontinue service in whole or in part for any
reason, including but not limited to the following: the need for this service no
longer exists, the FAA no longer has sufficient funding available in connection
with this service, or _____________’s use of the service conflicts with any law,
regulation, policy, guidance, or the mission of the FAA. The FAA will provide
written notice thirty (30) calendar days in advance absent good cause for earlier
or immediate discontinuance.

2.3.1.7

The FAA may, at its discretion, perform basic troubleshooting activities on
behalf of _____________, but only when explicitly requested to do so by
_____________.

2.3.2.1

_____________ must not permit any other Federal, State, municipal, statutorytrust, private, corporate, individual or other user to connect directly to the
FAA’s LAANC AP via the FAA’s network. _____________ may permit such
a user to connect indirectly to the FAA’s LAANC AP by connecting directly to
_____________’s network; such an indirect connection must be in accordance
with the LAANC USS Operating Rules.

2.3.2.2

_____________ must comply with the LAANC USS Operating Rules, which
are hereby incorporated as an attachment to this Agreement. The applicable
version of the LAANC USS Operating Rules and of all other documents
referenced or incorporated in this Agreement is the most-recent version
approved by the FAA and directly or constructively provided to
_____________; this includes versions approved and provided after execution
of this Agreement. _____________ has thirty (30) calendar days following
provision, directly or indirectly, of a new version of the LAANC USS Operating
Rules or any other document referenced or incorporated in this Agreement to
4

raise objections to changes; if none are raised within thirty (30) calendar days,
the new version is automatically incorporated as an attachment to this
agreement, superseding any previous version. The FAA will provide written
notice sixty (60) calendar days in advance of providing a new version of the
LAANC USS Operating Rules absent good cause for earlier or immediate
provision. Upon receipt of such notice, _____________ may, before receipt of
the modification, (a) raise an objection, which the FAA will consider, or (b)
terminate this Agreement without the advance written notice required by article
8.
2.3.2.5

Communications service and equipment costs: _____________ agrees to
provide and maintain the hardware, software, communications facilities, and
any other resources needed for _____________ to exchange data with the
LAANC AP API services. In the event that the LAANC AP API services are
relocated, upgraded, updated, or modified, _____________ must be
responsible, at its own expense, for providing and maintaining the hardware,
software, communications facilities, and all other resources needed for
_____________ to continue to exchange data with the alternate LAANC AP
API services.

2.3.2.6

_____________ agrees to interact with LAANC AP API in accordance with
information security requirements defined by NIST FIPS Publication 200,
Minimum Security Requirements for Federal Information and Information
Systems.

2.3.2.7

_____________ agrees to contact the FAA’s Point of Contact (POC) for all
operational and technical-related matters. In order to change _____________’s
POC, _____________ must notify the FAA thirty (30) calendar days in
advance; the change will be effective only upon formal modification of this
Agreement.

2.4 Points of Contact.
_____________ POC

FAA POC
Daniel Farrell, Contracting Officer, AAQ-630
Federal Aviation Administration
Ph: 609-485-4081 / Em: [email protected]
ARTICLE 3. NO COSTS
No funds are obligated under this Agreement. Each party will bear the full cost it incurs in
performing, managing, and administering its responsibilities under this Agreement.

5

The costs for which the FAA are responsible include but are not limited to all costs incurred
in the establishment and maintenance of both the LAANC AP and associated APIs to
provide data exchange.
The costs for which _____________ are responsible include but are not limited to all
developmental costs incurred in the establishment and maintenance of _____________’s
servers and software and all costs associated with the connection and communications lines
required to access the LAANC AP API services.
ARTICLE 4. PERIOD OF AGREEMENT AND EFFECTIVE DATE
This Agreement will be effective on the date of the last signature below and will terminate
five (5) years from the date of execution unless the parties affirmatively agree to continue
it and modify the end date accordingly. By signing this agreement, _____________
certifies that it has a continuing need for this Agreement; if at any time _____________ no
longer has a continuing need for this Agreement, _____________ must immediately notify
the FAA.
ARTICLE 5. LEGAL AUTHORITY
This Agreement is entered into under the authority of 49 U.S.C. § 106(1) and (m), which
authorizes agreements and other transactions on such terms and conditions as the
Administrator determines necessary.
ARTICLE 6. REIMBURSEMENT AND ACCOUNTING ARRANGEMENTS
N/A
ARTICLE 7. CHANGES AND MODIFICATIONS
Changes and modifications to this Agreement must be made by written amendment and
signed by the FAA Contracting Officer and an authorized representative of
_____________. Notwithstanding the previous sentence, a unilateral modification by the
FAA is effective upon the FAA Contracting Officer’s sending the modification, signed by
the FAA Contracting Officer, to _____________’s POC, regardless of whether an
authorized representative of _____________ has signed.
ARTICLE 8. TERMINATION
In addition to the termination rights in article 2, either party may terminate this Agreement
with or without cause at any time prior to its expiration date by giving the other party at
least thirty (30) calendar days prior written notice of termination. The FAA may also
require that _____________ cease specific uses of the LAANC service; upon notice of
such a requirement, _____________ may terminate this Agreement without advance
written notice.
ARTICLE 9. ORDER OF PRECEDENCE
6

In the event of any inconsistency between the terms of this Agreement and its attachments,
the inconsistency must be resolved by giving preference in the following order:
A. The Agreement
B. The Attachments
ARTICLE 10. TYPE AND CONSTRUCTION OF THE AGREEMENT
This Agreement is an “other transaction” authorized by 49 U.S.C § 106 (1) and (m) is not
a procurement contract, grant, or cooperative agreement. This Agreement is not intended
to be, nor must it be construed as, creating a partnership, corporation, or other business
organization. Nothing in this Agreement must be construed as incorporating by reference
or implication any provision of Federal acquisition law or regulation.
ARTICLE 11. DISPUTES
Where possible, disputes will be resolved by informal discussion between the parties. In
the event the parties are unable to resolve any disagreement through good-faith
negotiations, the dispute will be referred to the Office of Dispute Resolution for
Acquisition (ODRA) for non-binding mediation (see 14 C.F.R. Part 17).
ARTICLE 12. WARRANTIES
The FAA makes no express or implied warranties as to any matter arising under this
Agreement, including but not limited to the accuracy of information included in the
LAANC AP API services, or as to the ownership, merchantability, or fitness for a particular
purpose of any property, including any equipment, device, software, or data that may be
provided under this Agreement.
ARTICLE 13. INSURANCE
_____________ must arrange by insurance for reasonable protection of itself from and
against all liability to third parties arising out of, or related to, its performance of this
Agreement.
ARTICLE 14. LIMITATION OF LIABILITY
The parties agree that the FAA assumes no liability under this Agreement for any losses
arising out of any action or inaction by _____________ or its employees; its affiliates; its
contractors; its agents; or any person or entity otherwise acting on its behalf (collectively,
_____________’s Representatives). The parties agree that _____________ assumes no
liability under this Agreement for any losses arising out of any action or inaction by the
FAA or its agents, officers, employees, or representatives, provided, however, that this
limitation of liability does not apply to or limit the liability provided for in articles 15 and
18. _____________ agrees to reimburse the FAA for any damage to or destruction of FAA

7

property caused by _____________ or _____________’s Representatives arising out of
activities under this Agreement to the extent permitted by law.
Claims for damages against the FAA of any nature whatsoever pursued under this
Agreement must be limited to direct damages only up to the aggregate amount of the
funding obligated under this Agreement at the time the dispute arises. In no event must the
FAA be liable for claims for consequential, punitive, special, or incidental damages; lost
profits; or other indirect damages.
ARTICLE 15. INDEMNITY
_____________ agrees to indemnify and hold harmless the Government and its agents,
officers, employees, and representatives (the Indemnified Parties) from and against all
claims, demands, damages, liabilities, losses, suits, and judgments, including the costs and
expenses incident thereto (collectively, Claims), that may accrue against, be suffered by,
be charged to, or be recoverable from the Indemnified Parties arising out of acts or
omissions of _____________ or _____________’s Representatives in connection with this
Agreement—including but not limited to _____________’s interactions with UAS
operators—except to the extent _____________ has fully complied with the material terms
of this Agreement, including the LAANC USS Operating Rules, and the Indemnified
Parties are the primary and proximate cause of the Claims for which the Indemnified
Parties seek indemnification. Even if _____________ has fully complied with the material
terms of this Agreement, including the LAANC USS Operating Rules, and the Indemnified
Parties are the primary and proximate cause of the Claims for which the Indemnified
Parties seek indemnification, _____________ must indemnify and hold harmless the
Indemnified Parties only to the extent that such Claims arise out of acts or omissions of
_____________ or _____________’s Representatives. The FAA agrees to hold harmless
_____________ and _____________’s Representatives for Claims only to the extent that
such Claims arise out of acts or omissions of the Indemnified Parties.
The FAA will provide reasonably timely written notice to _____________ of all Claims
and will cooperate with _____________ to facilitate the defense or settlement of all

8

Claims; however, _____________’s obligations in this article are not contingent upon the
FAA’s doing so.
ARTICLE 16. CIVIL RIGHTS ACT
_____________ must comply with Title VI of the Civil Rights Act of 1964 relating to
nondiscrimination in federally assisted programs.
ARTICLE 17. OFFICIALS NOT TO BENEFIT
AMS clauses 3.2.5-1, “Officials Not to Benefit,” and 3.2.5-7, “Disclosure Regarding
Payments to Influence Certain Federal Transactions,” are incorporated by reference into
this Agreement.
ARTICLE 18. PROTECTION OF INFORMATION
The FAA reserves the right to share all information with any department, agency, or
instrumentality of the United States Government and other state, local, tribal, or territorial
governments in accordance with federal law and regulation. The FAA also reserves the
right to share all information as necessary for analysis and performance of all National
Airspace System (NAS) contracts and agreements, subject to FAA use and disclosure
provisions. The FAA will process any request under the Freedom of Information Act
(FOIA), 5 U.S.C. § 552, or the Privacy Act, 5 U.S.C. § 552a, for any information to which
the FAA maintains control in accordance with these statutes. _____________ must not
provide to the FAA any information potentially protected under the Privacy Act unless the
information is specifically requested by the FAA. For the sole purpose of this article,
information means any communication or representation of knowledge such as facts, data,
opinions in any medium or form, including textual, numerical, graphic, cartographic,
narrative, visual, or software form, provided to or by _____________ in the course of its
activities under this Agreement.
a)
_____________ and its contractors agree to abide by any restrictive-use conditions
on any information, whether or not such information bears a restrictive-use marking or
legend, and not to, without written authorization from the FAA Contracting Officer,
knowingly disclose to others or use for any purpose other than that described in this
Agreement any information unless the Government has previously made the information
available to the public.
b)
_____________’s and its contractors’ parent companies, agents, subsidiaries, and
affiliates may be provided access to information for the purpose of conducting
_____________’s activities under this Agreement without written authorization from the
FAA Contracting Officer.
c)
To access the information of other individuals or organizations, _____________
must obtain agreement from such other individuals or organizations. Whether obtained by
_____________ pursuant to the aforesaid agreement or from the Government,
_____________ must protect all such information from unauthorized use or disclosure to
any individual or organization except in accordance with the aforesaid agreement. This
9

article does not limit _____________’s (or any of its contractors’) right to use or disclose
in accordance with the aforesaid agreement any information legally obtained.
d)
_____________ agrees to indemnify and hold harmless the Indemnified Parties
from and against all Claims that may accrue against, be suffered by, be charged to, or be
recoverable from the Indemnified Parties arising out of the unauthorized use or disclosure
of information by _____________ or _____________’s Representatives.
e)
Except as the FAA Contracting Officer specifically authorizes in writing, upon
cessation of this Agreement, _____________ must return to the FAA all information
obtained from the Government, including all copies, modifications, adaptations, or
combinations thereof. Information obtained from other individuals or organizations must
be disposed of in accordance with _____________’s agreements with those individuals or
organizations. _____________ must further certify in writing to the FAA Contracting
Officer that all copies, modifications, adaptations, or combinations of such information that
cannot reasonably be returned to the FAA have been deleted from the records of
_____________ and its contractors’ parent companies, agents, subsidiaries, and affiliates
and destroyed.
ARTICLE 19. SECURITY
_____________ must abide by all security regulations and procedures specified in this
Agreement and FAA orders.
ARTICLE 20. GOVERNING LAW
This Agreement shall be governed and interpreted by Federal Law.
ARTICLE 21. PUBLICITY AND PUBLICATION
_____________ and the FAA reserve the right to publicly disclose and to publish the
results of activities produced as a result of the LAANC AP API based services obtained
under this Agreement. However, before public disclosure or submission for publication,
_____________ must notify the FAA in writing of its intention to publish and must submit
the written request and manuscript to the FAA for review. The FAA has seven (7) business
days from receipt of the request to disapprove the request. If the FAA does not respond
within 7 business days, _____________ may publicly disclose or submit for publication
the results. _____________ must delay or refrain from disclosing or publishing the results
of activities produced as a result of the LAANC AP API based services obtained under this
Agreement at FAA’s written request regardless of an earlier failure to disapprove
disclosure or publication of such results.
ARTICLE 22. CLAUSES IN RELATED AGREEMENTS
_____________ agrees to include the substance of the obligations placed upon it in articles
12, 14, 16, 17, 18, 19, and 21 in all contracts and agreements with third parties substantially
related to this agreement, including but not limited to third parties connecting indirectly to
the FAA’s LAANC AP by connecting directly to _____________’s network. The FAA
10

will consider case-by-case exceptions to this requirement for individual contracts in the
event that: (1) _____________ considers a particular article to be inappropriate and
unnecessary in the case of a particular contract or (2)(a) _____________ provides a written
statement affirming absolute unwillingness of a contractor to perform, absent some relief
from the substance of this prohibition and (b) use of an alternate contract source would
unreasonably detract from the quality of effort. In either case, _____________ must
provide the FAA Contracting Officer timely written advance notice of these and any other
extenuating circumstances. Any exception must be approved in writing by the FAA
Contracting Officer.
ARTICLE 23. SURVIVAL
The obligations in articles 9, 11, 12, 14, 15, 16, 17, 18, 20, 21, 22, and 24 will survive the
expiration, termination or other end, by any means, of this Agreement.
ARTICLE 24. ENTIRE AGREEMENT
This document is the entire agreement of the parties, who accept the terms of this
Agreement as shown by their signatures below. In the event the parties duly execute any
amendment to this Agreement, the terms of such amendment must supersede the terms of
this Agreement to the extent of any inconsistency.

11

AGREED:

BY:
(

Representative)

DATE:

Federal Aviation Administration
(U. S. Government Service Provider)

BY:
Daniel Farrell, FAA Contracting Officer, AAQ-630
(U. S. Government Representative)
DATE:

12