SAA NDA -RFP 2026-R-041 Motorola Equipment Maintenance and Support.pdf

SAA NDA Form V1 | May 2024 1

U.S. SENATE NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement ("Agreement") is entered into as of ________,2026 ("Effective

Date") by and between the United States Senate Office of the Sergeant at Arms (“Senate”), having its principal place of business at S-151 US Capitol Building, Washington, DC 20510, and __________________ (“Company”), having its principal place of business at

____________________(Address). The Senate and Company are also referred to individually as a “Party” and collectively the “Parties.”

WHEREAS, the Senate and Company have indicated an interest in exploring a potential business relationship relating to:

Request for Proposal (RFP) 2026-R-041 Motorola Equipment Maintenance & Support

(the “Transaction”).

WHEREAS, this Agreement relates to the disclosure of certain confidential information by the Senate to the Company in a solicitation (i.e., RFP/RFQ); and

WHEREAS, the Senate and Company understand that such confidential information, defined exclusively by this Agreement and potentially received by the Company, shall not be used or disclosed by the Company except as set forth herein.

NOW THEREFORE, the Parties agree as follows:

1. Confidential Information. The term "Confidential Information" means (i) all information related to the Transaction with the Senate described above, (ii) all information collected, processed or otherwise accessed by the Company in connection with the Transaction, and (iii) all other Senate information that is identified (orally or in writing) as confidential or of such a nature that a reasonable person would understand such information to be confidential to the Senate.

2. Non-Disclosure and Non-Use of Confidential Information. All Confidential Information owned by the Senate and furnished to the Company under the solicitation is the property of the SAA or Senate and remains the property of the SAA or Senate. Unless otherwise expressly provided in a writing signed by the SAA, the Company shall not (i) use

Confidential Information for any purpose whatsoever other than exploring the business relationship described in the Transaction; (ii) disclose Confidential Information to any third party; (iii) reproduce or copy Confidential Information except as authorized under this Agreement unless the SAA otherwise agrees in writing; (iv) use the Confidential

Information to develop other products respond to any other solicitations issued by any other entity; and (v) remove Confidential Information from the United States.

Confidential Information shall remain the sole property of the Senate. The Company shall take all reasonable precautions to prevent any unauthorized use or disclosure of

Confidential Information.

3. Disclosure. The Company agrees to disclose the Confidential Information only to its employees, consultants, or agents whose services are required in furtherance of the solicitation response, and to require each of its employees, consultants, or agents to

SAA NDA Form V1 | May 2024 2 strictly comply with the terms of this Agreement prior to disclosure of such Confidential

Information to them. Employees, consultants, or agents must be U.S. citizens working inside the United States or meet the eligibility requirements for Government of the United

States employee compensation as specified in Public Law 111-117, Section 704.

To the extent the Company believes it needs to disclose Confidential Information outside the parties listed above, it may do so only after obtaining written authorization from the

Senate.

4. Compelled Disclosure. In the event that the Company receives any legal or investigative process seeking disclosure of Confidential Information, the Company shall treat such information as Senate data and adhere to the requirements set forth in 2 U.S.C. § 6628.

5. Data Transfer. In instances where the Company receives electronic Confidential

Information, the Company shall take all steps reasonably necessary to ensure that Senate

Data is treated securely and no transfer of Senate Data will take place to a third party or jurisdiction outside of the United States.

6. Incident Notification. If the Company learns of any incident—defined as a security event that may compromise the integrity, confidentiality, or availability of any Senate

Confidential Information in connection with the Transaction, the Contractor shall, within

24 hours of an incident, report any incident to the SAA Security Operations Center

(SOC) at (202) 228-7620 or csoc@saa.senate.gov. No later than 72 hours of identifying such incident, the Company shall (i) describe in reasonable specificity and detail all

Confidential Information affected, (ii) take corrective actions to eliminate any further disclosure, and (iii) work with the Senate to investigate the incident. This notification requirement applies, whether the incident is identified by the Company brought to the

Company’s attention by a third party.

The Company shall report incidents only to the SAA SOC and not to any other government entity. The Senate, as a Legislative Branch entity, is not subject to US-CERT reporting requirements and has not formally adopted or implemented US-CERT policies or procedures.

7. Non-Confidential Information. Information shall not constitute Confidential Information if the Company can establish that such information: (a) was, prior to receipt from the

Senate, already in the possession of the Company, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this

Agreement or without a violation of an obligation of confidentiality owed to the Senate;

(c) is rightfully obtained by the Company from a third party having no obligation of confidentiality with respect to such information; or (d) is independently developed by

Recipient without the use of or reference to Confidential Information.

8. Relationship of the Parties. No agency, partnership, joint venture, or anything similar, is created under this Agreement. Neither Party shall have any authority to assume or create obligations on the other Party's behalf. Neither Party shall take any action that has the effect of creating the appearance of it having such authority. Neither this Agreement, nor the Parties’ performance under this Agreement, shall be deemed to create any special

SAA NDA Form V1 | May 2024 3 relationship or obligations between the Parties other than those expressly set forth in this

Agreement.

9. Destruction of Confidential Information. The Parties may terminate this Agreement at any time by mutual, written agreement. Notwithstanding such expiration or termination, all of the Company’s nondisclosure obligations pursuant to this Agreement shall survive with respect to any Confidential Information received prior to such termination.

The Company shall, within ten (10) days after written request by the SAA, termination or cancellation of the solicitation or notification that Company has not been awarded a contract under the solicitation, whichever is sooner, return or destroy all documents and tangible media in its possession which contain any part of the Confidential Information disclosed to the Company by the SAA or Senate under this Agreement.

10. Entire Agreement: Amendment; Governing Law; Venue. This Agreement: (a) is the product of the Senate and the Company and constitutes the entire agreement between such Parties pertaining to the Transaction; (b) may not be amended or in any manner modified except in writing and signed by the authorized representatives of both Parties;

and (c) shall be governed and construed in accordance with the laws of the United States without regard to its choice of law provisions. Any lawsuit or other proceeding involving a dispute arising out of or related to this Agreement shall be brought in the United States

District Court for the District of Columbia. No other court shall have jurisdiction or venue.

Nothing in this agreement shall be considered as a grant of any right, title or interest in any confidential information, copyright, license, patent, or any other intellectual property right.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties have executed this Agreement by the signature of their duly authorized signatures below as of the

Effective Date.

United States Senate Office of the Sergeant at Arms

By:

Senate Office:

Name:

Title:

Company Name:_____________________________

Signature:__________________________________

Name: ____________________________________

Title: __________________________