00265_RFP Attch 5 - NDA Template.pdf

NON-FEDERAL

NON-DISCLOSURE AGREEMENT (NDA) FOR

U.S. DEPARTMENT OF COMMERCE (DOC), NATIONAL OCEANOGRAPHIC

AND ATMOSPHERIC ADMINISTRATION (NOAA), CENTER FOR SATELLITE APPLICATIONS AND

RESEARCH (STAR), COASTWATCH/OCEANWATCH/POLARWATCH (A.K.A. COASTWATCH) PROGRAM

I, [insert name], an individual contractor, consultant, or subcontractor of/to the United States Government, intending to be legally bound, hereby consent to the terms in this Non-Disclosure Agreement (NDA) in consideration of my being granted conditional access to certain information, specified below, that is owned by, produced by, or in the possession of the United States Government.

I understand that my official duties under the CoastWatch Program efforts may require I have access to proprietary information from other contractors (e.g., technical capabilities, design information, analysis results, technical plans test results, and current or past performance) while providing professional program science support services to U.S. Government and the CoastWatch Program. I promise I will not disclose, publish, divulge, release, or make known, in any manner and to any extent, any such information to any individual other than the Contracting Officer (CO) or a person authorized by the CO to receive such information who has a valid need to know in the performance of their official duties and who has executed this same NDA. I understand that for the purpose of this NDA, and during the term of this Agreement, proprietary information includes any and all business, technical and other information which is identified or labeled as “Proprietary” or “Confidential,” whether written, oral or otherwise furnished by the “Disclosing Party” to the “Receiving Party”, and shall include, but not be limited to all data, reports, interpretations, forecasts and records which the Receiving Party or its respective agents or employees shall have been furnished or had access to heretofore or hereafter in the course of the Parties’ discussions. Proprietary Information shall also include information received as a result of plant tours, demonstrations or other visual or audio presentations or verbal disclosures, information that concerns or relates to the proprietary business information, trade secrets, processes, operations, style of work, or apparatus, or to the identity, confidential statistical data, amount or source of any income, profits, losses, or expenditures of any person, firm, partnership, corporation, or association that the Disclosing Party indicates in writing to the Receiving Party no later than 30 business days after conveying such information that it is “Proprietary Information”. Proprietary information does not include information that has been made public or disclosed publicly or lawfully released by the Government without restriction.

I further promise that I will use proprietary information only for official purposes in the performance of professional program science support services to the CoastWatch Program’s efforts and will disclose such information only to those Government personnel who have been authorized to receive such information by the CO and who have a specific need to know in the performance of their official Government duties or to similarly situated non-federal employees performing duties under the CoastWatch Program’s efforts who have executed this same NDA. I further promise not to disclose any contractual information, including, but not limited to, proprietary information, trade secrets, financial data, and technical proposals which will be presented to me by the CO or any other Government employee, except as allowed under the provisions of this NDA. I also agree that the described information is “inside information” and shall not be used for private gain by myself or any another person. For the purposes of this NDA, “inside information” means information obtained under Government authority which has not become part of the body of public information. I will only disclose such information to personnel who have been authorized by the contracting officer to receive such information, have a valid need to know for the performance of their duties, and who have executed this same NDA. I will take all necessary precautions to prevent the unauthorized disclosure and use of such information.

I hereby agree that I will not alter or remove markings, which indicate a category of information or require specific handling instructions, from any material I may come in contact with, unless such alteration or removal is authorized by the contracting officer. I agree that if I use information from a sensitive document or other medium, I will carry forward any markings or other required restrictions to derivative products, and will protect them in the same manner as the original.

I hereby agree that I shall promptly report to the CO, any loss, theft, misuse, misplacement, unauthorized disclosure, or other security violation related to information provided pursuant to this NDA, that I have knowledge of and whether or not I am personally involved. I also understand that my anonymity will be kept to the extent possible when reporting security violations.

I understand that all conditions and obligations imposed upon me by this NDA apply during the time that I am granted conditional access, and at all times thereafter in perpetuity.

I hereby certify that I have read the NDA described above and I am familiar with the directives and policies governing the disclosure of proprietary information. I will fully and completely observe these directives and will not disclose such information to any unauthorized person, or use any information obtained for private use or gain at any time, including subsequent to the performance of duties under the CoastWatch Program’s efforts.

These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive Orders and statutory provisions are incorporated into this NDA and are controlling.

I have read this NDA carefully and my questions, if any, have been answered. I acknowledge that the CO has made available to me any laws, regulations, or directives referenced in this document so that I may read them at this time, if I so choose.

Name (Please Print) Company Name

Signature Date