1333BJ21R00151001 - PTS SOW Attachment 12 Non-Disclosure of Patent Information Statement.pdf

ATTACHMENT 12 NON-DISCLOSURE AGREEMENT

FORM # USPTO-OP-083

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Our Mission: “The Office of Procurement is committed to serving as business partners and advisors to the USPTO community to provide best value goods and services in support of the USPTO’s

PATENT TECHNICAL SERVICES (PTS)

Certification Concerning Nondisclosure, Conflicts of Interest, and Rules of Conduct for Personnel Participating in a Procurement (Contractor)

(This form shall be completed by all parties under employment with the Contractor’s (including Subcontractor personnel) who are provided access to information or documents related to this contract.)

Name:

Contractor/Name__________________________________________________ Contract Number ________________________________________________ Task/Delivery Order Number ___________________________________________________ Project Title:

1. Procurement Integrity and Protecting Contractor Proprietary Information

Nondisclosure of Information

I understand that in the performance of this work, I may have access to sensitive or proprietary business, technical, financial, and/or source selection information belonging to the Government or other Contractors. Proprietary information includes, but is not limited to, cost/pricing data, Government spend plan data, Contractor technical proposal data, independent government cost estimates, negotiation strategies and Contractor data presented in negotiations, and statements of work/performance work statements/statements of objectives. I agree not to discuss, divulge, or disclose any such information or data to any person or entity except those persons directly concerned with the performance of this contract. I have been advised that the unauthorized disclosure, use or negligent handling of the information by me could cause irreparable injury to the owner of the information. The injury could be source sensitive procurement information of the government or proprietary/trade secret information of another company.

I hereby agree not to disclose said data, any interpretations thereof, or data derivative therefrom, to unauthorized parties in contravention of these provisions without prior written approval of the Contracting Officer or the party in which title thereto is wholly vested. This portion of this Non- Disclosure Agreement also applies to any Subcontractors and/or consultants used by the Contractor in the performance of the contract.

Furthermore, Proprietary Information shall not include information which, as of the date of signature hereof, or thereafter, becomes public information, or is known to me prior to being disclosed by the disclosing party (in which case I will notify the disclosing party that the information was already known prior to disclosure), is developed independently by me, or is legally obtained by me at any time from other sources who are not subject to non-disclosure restrictions. I shall have the burden of proof in establishing any of the above mentioned exceptions.

I agree to use Proprietary Information solely for the mutual benefit of both parties in furtherance of the USPTO mission, as specifically approved by the disclosing party, and agree not to disclose the Proprietary Information to any third party or to any of its affiliates, employees or agents except as may be required to conduct the USPTO mission. Any such disclosure to third parties shall be subject to the prior written consent of the disclosing party and shall be conditioned upon obtaining in advance a Non-Disclosure Agreement substantially in the form of this Agreement.

I agree to retain the Proprietary Information of the disclosing party in confidence and to safeguard such Proprietary Information. Proprietary Information, whether capable of being copyrighted, patented, or otherwise registered at law, is for the purposes of this Agreement acknowledged by me as being the sole property of the disclosing party.

2. Conflict of Interest

Conflict of Interest

By executing this Confidentiality Agreement, I agree that in the course of performing my duties under this contract, I will not use my position, or any information contained in the Contractor Bid or Proposal Information or Source Selection Information, to further my own private interest, to further my business interest, or to further the private or business interests of another person or entity, whether through advice, recommendation or by knowing of unauthorized disclosure of information contained in the Contractor Bid, Proposal Information or Source Selection information.

To the best of my knowledge, neither I nor any members of my immediate family have a direct or indirect interest with any of the Contractors submitting a proposal for the consideration of the evaluation panel which conflict substantially, or appear to conflict substantially, with my duties in support thereof. I agree that, if in the course of performing my duties in the evaluation of proposals under this requirement, I become aware that my continued evaluation of proposals would conflict with my own private interest, my business interest, or the private or business interests of an immediate family member, I will notify the contracting activity immediately in writing and recuse myself from further evaluation of proposals under the performance of this work.

In the event that any company submits a proposal, or a company is identified as a subcontractor that changes the certification above, I will immediately notify the Contracting Officer, my immediate supervisor, and Legal Counsel. Pending decision on my involvement, I will refrain from further participation on the acquisition.

I certify that I will observe the following rules of conduct:

1) I shall not solicit or accept, directly or indirectly, any promise of future employment or business opportunity from, or engage in any discussion of future employment or business opportunity with any officer, employee, representative, agent, or consultant of a competing Contractor.

2) I shall not ask for, demand, exact, solicit, seek, accept, receive, or agree to receive, directly or indirectly, any gift, to include cash, gratuity, favor, discount, entertainment, hospitality, loan, forbearance, or other item having monetary value from any office, employee, representative, agent, or consult of any competing Contractor.

3) I shall not discuss specific procurement matters with any unauthorized individuals (including Government personnel), even after contract award, without specific prior approval from the Contracting Officer.

4) I understand that my obligations under this certification are of a continuing nature. If, at any time during the procurement process, I negotiate a contract or other agreement with a competing Contractor concerning employment or other business opportunity, the offer of a gift from a competing Contractor, or I encounter circumstances where my participation might result in a real, apparent, or potential conflict of interest, I shall immediately contact report the circumstances to the Contracting Officer.

3. Safeguarding Agency Sensitive Information

I attest that I will not disclose, otherwise release or misuse, and physically and electronically safeguard any of the following:

Agency sensitive information refers to any information provided to me by the USPTO in connection with my authorized access to the USPTO information, other than information designated as publically available by the USPTO in writing or that becomes publically available from a source other than an authorized USPTO agent. Agency sensitive information includes but is not limited to information about the USPTO’s business, economic, and policy plans, financial information, trade secrets, information subject to the Privacy Act, personally identifiable information (PII), and sensitive but unclassified (SBU) information.

4. Protecting Individual Privacy (PII)

I attest that I will not disclose, otherwise release or misuse, and physically and electronically safeguard any of the following:

PII includes, but is not limited to, information pertaining to an individual’s education, bank accounts, financial transactions, medical history, and criminal or employment history and other information which can be used to distinguish or trace an individual’s identity, such as their name, social security number, date and place of birth, mother’s maiden name, biometric records, etc., including any other personal information which is linked or linkable to an individual. This definition includes information that the loss, misuse, or unauthorized access to or modification of could adversely affect the privacy that individuals are entitled to under the Privacy Act.

5. Exemption Provisions This Agreement does not--

(1) restrict the disclosure of information to, or its receipt by, any person or class of persons authorized, in accordance with applicable agency regulations or procedures, to receive that information;

(2) restrict a contractor from disclosing its own bid or proposal information or the recipient from receiving that information;

(3) restrict the disclosure or receipt of information relating to a Federal agency procurement after it has been canceled by the Federal agency before contract award unless the Federal agency plans to resume the procurement,

(4) prohibit individual meetings between a Federal agency official and an Contractor or potential Contractor for, or a recipient of, a contract or subcontract under a Federal agency procurement, provided that unauthorized disclosure or receipt of contractor bid or proposal information or source selection information does not occur;

(5) authorize the withholding of information from, nor restrict its receipt by, Congress, a committee or subcommittee of Congress, the Comptroller General, a Federal agency, or an inspector general of a Federal agency;

(6) authorize the withholding of information from, nor restrict its receipt by, the Comptroller General of the United States in the course of a protest against the award or proposed award of a Federal agency procurement contract; or

(7) limit the applicability of any requirements, sanctions, contract penalties, and remedies established under any other law or regulation.

These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958. section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. 783(b)).

6. Contractor Certification

I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specific categories of information to which I am granted access. I agree to immediately notify the Contracting Officer in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement.

This Agreement shall remain in full force and effect throughout the period in which I am actively engaged in the support of the USPTO and for a period of Ten (10) years thereafter.

I shall fully indemnify the USPTO against any and all actions, claims, liability, costs, damages, charges and expenses suffered or incurred in connection with or arising out of any breach by me of any of the provisions of this Agreement.

Nothing in this clause shall be construed as a waiver by either Party of any of its rights including rights to damages or indemnity or other pecuniary remedy.

This Agreement shall be governed by and construed in accordance with the laws of The United States and any dispute arising under or in connection herewith shall be presented in and determined by these courts exclusively.

If any provision of this Agreement is invalid or unenforceable under applicable law, the remaining provisions shall remain in effect.

This Agreement is made and intended for the benefit of the USPTO and may be enforced by the USPTO.

By granting me conditional access to information in this context, the USPTO may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the USPTO nor the United States Government have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement.

Electronic Signature: ____________________________ Date: _____________

Printed Name: _________________________