02_GBFMD_PWS Atch 1-Non-Disclosure Agreement (NDA).docx

NON-DISCLOSURE AGREEMENT FOR CONTRACTOR EMPLOYEES SUPPORTING USTRANSCOM CONTRACTS

NOTE: This Agreement is a standard agreement designed for use by contractor (including sub-contractor) employees assigned to work on USTRANSCOM contracts. Its use is designed to protect non-public Government information from disclosure, identify potential conflicts of interest, and prevent violations of federal statutes/regulations. The restrictions contained in this agreement also serve contractors by promoting compliant behavior that keeps contractors eligible to compete for Government contracts. In addition to the potential impact on future business opportunities, failure to abide by this agreement could result in administrative, civil, or criminal penalties specified by statute or regulation.

0. I, , currently an employee of , hereby agree to the terms and conditions set forth below.

2. I understand that I may have access to confidential business information, contractor bid or proposal information (as defined by FAR 3.104-1), and/or source selection information (as defined by FAR 2.101) either for contract performance, as a result of working in a USTRANSCOM facility, or of working near USTRANSCOM personnel, contractors, visitors, etc. I fully understand that such information is sensitive and must be protected in accordance with 41 U.S. C. §2101-§2107 and FAR 3.1.

3. In the course of performing under contract/order # or some other contract or sub-contract for USTRANSCOM, I agree to:

(a) Use only for Government purpose any and all confidential business information, contractor bid or proposal information, and/or source selection sensitive information to which I am given access. I agree not to disclose “non-public information” by any means (in whole or in part, alone or in combination with other information, directly, indirectly, or derivatively) to any person except to a US Government official with a need to know or to a non-Government person (including, but not limited to, a person in my company, affiliated companies, sub-contractors, etc.) who has a need to know related to the immediate contract/order, has executed a valid form of this non-disclosure agreement, and receives prior clearance by the Contracting Officer. All distribution of the documents will be controlled with the concurrence of the Contracting Officer. I understand that misuse of non-public information is subject to penalties established in applicable laws, regulations, or Government-wide policies.

(b) “Non-public information,” as used herein includes confidential or proprietary business information ((; advance procurement information (future requirements, acquisition strategies, statements of work, budget/program/planning data, etc.); source selection information (proposal rankings, source selection plans, contractor bid or proposal information); information protected by the Privacy Act (social security numbers, home addresses, etc.); sensitive information protected from release under the Freedom of Information Act (pre-decisional deliberations, litigation materials, privileged material, etc.); Export Controlled Items (as defined by DFARS 252.225-7048); Controlled Unclassified Information (as defined by 32 CFR 2002); Covered Defense Information (as defined by DFARS 204.7301); and information otherwise protected from disclosure by statute, Executive order or regulation designated as confidential that has not been released to the general public and has not been authorized for such release.

(c) Nonpublic information also includes trade secrets as defined by 18 U.S.C. §1839. The term "trade secret" means all forms and types of financial, business, scientific, technical, economic, or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if—

(1) the owner thereof has taken reasonable measures to keep such information secret; and

(2) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information;

(d) Not use such information for any non-Governmental purposes, including, but not limited to, the preparation of bids or proposals, or the development or execution of other business or commercial ventures.

(e) Store the information in such a manner as to prevent inadvertent disclosure or releases to individuals who have not been authorized access to it.

4. I understand that I must never make an unauthorized disclosure or use of confidential business information, contractor bid or proposal information, and/or source selection sensitive information unless:

(a) The information has otherwise been made available without restriction to the Government, to a competing contractor or to the public.

(b) The Contracting Officer determines that such information is not subject to protection from release.

5. I agree that I shall not seek access to “non-public information” beyond what is required for the performance of the services I am contracted to perform. I agree that when I seek access to such information, attend meetings, or communicate with other parties about such information, I will identify myself as a contractor. Should I become aware of any improper or unintentional release or disclosure of “non-public information,” I will immediately report it to the Contracting Officer in writing. I agree that I will return all forms (including copies or reproduction of original documents) of any “non-public information” provided to me by the Government for use in performing my duties to the control of the Government when my duties no longer require this information.

By signing below, I certify that I have read and understand the terms of this Non-Disclosure Agreement and Agreement to Disclose Potential Conflicts of Interest, and voluntarily agree to be bound by its terms.

Signature of Contractor Employee

Printed Contractor Employee Name

Government Contracting Officer’s Representative