Attachment_3-_KTR_OCI_&_NDA_.docx

Attachment 3 Organizational Conflict of Interest

(a) Purpose. The purpose of this documentation is to ensure that: (1) the Contractor’s objectivity and judgment are not biased because of its past, present, or currently planned interests (financial, contractual, organizational, or otherwise) which relate to work to be performed under this contract; (2) the Contractor does not obtain an unfair competitive advantage by virtue of its access to non-public information regarding the Government’s program plans and actual or anticipated resources; and (3) by virtue of its access to proprietary information belonging to others, the Contractor does not obtain any unfair competitive advantage.

(b) Scope. The restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors in interest (hereinafter collectively referred to as “Contractor”) in the activities covered by this document as prime contractor, subcontractor, co-sponsor, joint venture, or in any similar capacity.

(1) Access To and Use of Government Information. If the Contractor, in the performance of this contract, obtains access to information such as plans, policies, reports, studies, financial plans, or data which have not been released or otherwise made available to the public, the Contractor agrees that without prior written approval from the Contracting Officer, it shall not: (a) use such information for any private purpose unless the information has been released or otherwise made available to the public; (b) compete for or accept work based on such information until such information is released or otherwise made available to the public, whichever occurs first; (c) submit an unsolicited proposal to the Government which is based on such information; and (d) release such information unless such information has previously been released or otherwise made available to the public by the Government.

(2) Access To and Protection of Proprietary Information. The Contractor agrees that, to the extent it receives or is given access to proprietary data, trade secrets, or other confidential or privileged technical, business, or financial information (hereinafter referred to as “proprietary data”) under this contract, it shall treat such information in accordance with any restrictions imposed on such information. The Contractor further agrees to enter into a written agreement for the protection of proprietary data of other contractors and to exercise diligent effort to protect such proprietary data from unauthorized disclosure. In addition, the Contractor shall obtain from each employee who has access to proprietary data under this contract, a written agreement which shall provide that such employee shall not, during his/her employment by the Contractor

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or thereafter, disclose to others or use for their benefit, proprietary data received in conjunction with the work under this contract.

(c) Subcontracts. The Contractor shall include this document, including this paragraph, in subcontracts of any tier. The terms “contract,” “contractor,” and “contracting officer” will be appropriately modified to preserve the Government’s rights.

(d) Representations and Disclosures

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflict of interest as that term is used in Federal Acquisition Regulation at Subpart 9.5.

(2) The Contractor agrees that, if after award, it discovers an organizational conflict of interest with respect to this contract; a prompt and full disclosure shall be made in writing to the Contracting Officer which shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflict(s).

(e) Remedies and Waiver

(1) For breach of any of the above restrictions or for nondisclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential therefore), subsequent to the issuance of this contract, the Contracting Officer may terminate this contract for convenience of the Government, if such termination is deemed to be in the best interest of the Government.

(2) The Contractor and the Government recognize that this documentation has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may, at any time, seek a waiver from the Contracting Officer by submitting a full written description of the requested waiver and the reasons in support thereof. If it is determined to be in the best interests of the Government, the Contracting Officer will grant such a waiver.

(f) Modification. Prior to a modification involving a change to the Statement of Work, or an increase in the level of effort, or extension of the term of this contract, the Contractor shall be required to submit either an organizational conflict of interest disclosure or an update of the previously submitted disclosure or representation.

Non-Disclosure Agreement

CONTRACTOR EMPLOYEE NON-DISCLOSURE AGREEMENT

It is understood that as part of my official duties under Contract [TBD], that I may come in contact with or provided access to government procurement sensitive information, proprietary business information from other contractors (e.g., cost data), and government non-public information. I, as an official government contractor employee, certify that I will not disclose, publish, divulge, release, or make known, in any manner or to any extent, to any individual other than an appropriate or authorized government employee, the content of any procurement sensitive information provided during the course of my employment. I understand that for the purpose of this agreement, procurement sensitive information is to include procurement data, contract information, plans, and strategies.

I further certify that I will use proprietary business information only for official purposes in the performance of this contract and will disclose such information only to those individuals who have a specific need to know in the performance of official government duties. I specifically will not disclose any such information to employees of my company or any other contractor employees who have not signed a nondisclosure agreement consistent with these terms. I will take all reasonable precautions to prevent the unauthorized disclosure and use of such information.

I acknowledge that the unauthorized disclosure of the aforementioned information would violate this agreement; may additionally violate federal law, regulations or policy; and could form the basis for legal action against me or against my employer. I further acknowledge that unauthorized disclosure of the aforementioned information may violate the terms of this contract with the United States Government.

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