Attachment Q - Non Disclosure Agreement_19July2019.pdf

ATTACHMENT Q

NON-DISCLOSURE AGREEMENT

DISTINCTIVE CURRENTY PAPER CONTRACT

July 19, 2019

THIS MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into effective (Insert the Date of Contract Award) (the “Effective Date”) between:

(1) (Supplier Name), a (insert State) corporation having its principal place of business at (Insert Address)

(together with its Affiliates “SUPPLIER NAME TO BE KNOWN AS”); and

(2) The United States Department of the Treasury, BUREAU OF ENGRAVING AND PRINTING

(BEP), whose principal place of business is at 14th and C Streets, SW, Washington, DC 20228

(Individually, “Party” and collectively, “Parties”).

WHEREAS

BEP has issued a Contract to SUPPLIER for the purposes of satisfying the BEP requirements for Distinctive Security Currency Paper, Non-Distinctive Banknote Paper, and Test Paper (PAPER). SUPPLIER is required by the Contract to furnish all facilities, labor, materials and all other resources necessary to provide the PAPER which SUPPLIER is supplying to BEP in accordance with the terms and conditions within the Contract. During the administration and performance of the Contract, SUPPLIER is required to provide BEP with documentation to satisfy the requirements of the Contracts and which will become BEP records.

Pursuant to the Contracts, it will be necessary for each party (the "Disclosing Party") to disclose to the others (the "Receiving Party") information of a confidential, non-public, or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) provided that any disclosure of information made in writing shall be marked confidential or with words of similar effect and that any disclosure made orally shall subsequently be reduced to writing by the Disclosing Party and marked confidential or with words of similar effect with a copy sent to the Receiving Party within 21 days of disclosure (“Information”). Explicitly covered is “Nonpublic Information” which means any processes, images, designs, representations, details, drawings, or specifications about current and potential future United States currency designs and/or features or manufacturing, developmental and/or operational processes, and any information derived therefrom with such specificity as to identify the confidential and proprietary content within, that is disclosed or made available by the BEP to SUPPLIER. It shall also mean all pre-decisional, deliberative communications and strategies; any high or low resolution files, proofs (prints), engravings, die cards, or U.S. Government work; security arrangements and strategies of BEP;

economic data; financial, statistical and personnel data; procurement sensitive information, pre-decisional deliberative data; vendor/supplier information; law enforcement privileged information; attorney-client privileged information; personally identifiable information; trade-secret information; and non-public or proprietary information included in BEP’s or BEP’s Inspector General’s investigation, audit, evaluation, procurement, financial, personnel, legal or any other BEP files.

IT IS AGREED AS FOLLOWS:

1. The term of this Agreement shall commence on the Effective Date and expire in five (5) years (the "Term").

The opportunity to provide Information under this Agreement may be terminated at any time upon 30 days' written notice or immediately if any party has reason to believe that another party is in breach of any of the obligations contained herein. Such termination or any expiration shall not affect any obligation imposed by this Agreement with respect to Information received prior to such termination.

2. Any Receiving Party shall keep confidential the Information indefinitely, and shall not itself make any use of such Information for any purpose other than the purpose of administration and performance of the Contracts (the “Authorized Purpose”).

3. Any Receiving Party shall: (a) take the same care in protecting the Disclosing Party's Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) other than as set forth in paragraphs 4 and 5, only disclose Information on a need-to-know basis to such of their employees who are under similar obligations of confidentiality as contained in this Agreement including, but not limited to, the use of the Information for the Authorized Purpose only; and (c) forthwith upon receipt of a written request from a Disclosing Party or upon termination:

(i) return all Information supplied by a Disclosing Party as well as items and materials relating to or derived from the Information;

(ii) deliver to the Disclosing Party or at its request destroy immediately all items and materials made by the Receiving Party containing Information, that are not returned pursuant to paragraph (i) above;

(iii) not keep copies or duplicates of any items or materials referred to in paragraphs (i) or (ii) above; and

(iv) provide a certificate signed by a senior officer of the Receiving Party confirming that the provisions of this clause have been complied with.

4. Should a Party need to disclose Information to any third party entity or individual (i.e. contractor, subcontractor, agent, etc.) not a party to this Agreement (or those specifically referenced above) they shall first seek written permission from the other party and must execute a separate non-disclosure agreement between the Party and each third entity or individual who is not an employee of the Party. That non-disclosure agreement shall be substantially similar to this Agreement and explicitly advises the third party entity or individual of its specific obligations to protect the Information pursuant to the terms of this Agreement subject to injunctive relief. On request, the Party shall provide a copy of the executed non-disclosure agreement(s) to the Disclosing Party and, should the need arise, the Party will be obligated to help enforce the terms of this Agreement on behalf of the Disclosing Party(ies).

5. Further, a Receiving Party may disclose Information if legally compelled to do pursuant to administrative or judicial proceedings or other similar legal process or requirement of law, including, if compliance is deemed compulsory, a request or demand from a duly authorized committee of the United States Senate or House of Representatives; provided, however, that the Receiving Party shall give the Disclosing party 10 (ten) days advance written notice of the request or requirement, unless notice is prohibited by statute, rule or court order, so that the party whose Information is at issue may seek protection against disclosure. The

Receiving Party shall also be obligated to assert all reasonable and appropriate privileges or legal objections on the Disclosing Party’s behalf and consent to application by the Disclosing Party to intervene in any related action for the purpose of asserting and preserving any claims of privilege or confidentiality with respect to the Disclosing Party’s information.

6. This Agreement shall not apply to any Information which a Receiving Party: (a) can show is or becomes publicly available through no fault of the Receiving Party; (b) can show was in its possession prior to the date of disclosure; (c) may subsequently receive from any third party legally in possession of the Information and who was not restricted from disclosing it; or (d) can show is independently acquired by the Receiving Party as a result of work carried out by an employee, consultant or contractor of the Receiving Party to whom no disclosure of Information has been made.

7. The Receiving Party shall protect the Information using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of such Information, as the Receiving Party normally exercises to protect its own Information of a similar nature. Upon discovery of any actual or suspected compromise of, unauthorized use or disclosure, or theft of Information, the Receiving Party will immediately notify the Disclosing Party and will act to prevent any further compromise, unauthorized use or disclosure, or theft of Information.

8. Information marked “Controlled Unclassified Information” (or “CUI”), or formerly “Sensitive But

Unclassified” (or “SBU”) must be handled in accordance with Executive Order 13556, 32 CFR 2002, and the CUI Registry (see Sections 2002.16(a)(5)i) and (6)(i)). Misuse of CUI is subject to penalties established in applicable laws, regulations, or Government-wide policies (see Section 2002.16(a)(6)(ii)). Any non-compliance with handling requirements must be reported to the Disclosing Party using methods approved by that Party’s CUI senior agency official. When the Disclosing Party is not the designating agency, the Disclosing Party must notify the designating agency (see Section 2002.16(a)(6)(iii). CUI is also subject to additional security controls as required by Federal laws and regulations and the policies as set forth in Treasury Directive 80-08 and Treasury Security Manual, Chapter III, Section 24. The Receiving Parties are obligated to adhere to these additional security controls regarding the processing, handling, accountability, and safeguards of Information marked as “Controlled Unclassified Information” or “CUI.”

9. The Parties acknowledge that all Information shared pursuant to this Agreement is the proprietary information of one or more Party and this Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing Party to any Receiving Party of any of its rights under copyright, patents, trademarks, design rights or other similar rights. All Information supplied hereunder is supplied on an “as is” basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The Disclosing Party shall not be liable for any loss or damage suffered by a Receiving Party as a result of the Receiving Party’s use of the Information.

10. This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by any party. All additions or modifications to this Agreement must be made in writing and must be signed by all Parties.

11. This Agreement shall be governed by and construed in accordance with the federal laws of the United States and, in the absence of controlling federal laws, in accordance with the laws of the District of Columbia, without regard to any conflict of laws principles thereof. If any provision of this Agreement shall be or become illegal or unenforceable in whole or in part the remaining provisions shall nevertheless be valid, binding and enforceable.

12. Each Party agrees that its obligations provided in this Agreement are necessary and reasonable in order to protect the Disclosing Party, and each Party expressly agrees that monetary damages may be inadequate to compensate the Disclosing Party for any breach by the Receiving Party of its covenants and agreements set forth in this Agreement. Accordingly, each Party agrees and acknowledges that any such violation or threatened violation may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party may be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Receiving Party.

13. Unless required by law, the Parties shall not release any publicity or advertising regarding this Agreement.

The Parties shall not use the name or insignia of the other Parties (including with respect to the BEP, the name or insignia of the U.S. Department of the Treasury) or any variation or adaptation thereof, for any commercial, advertisement, promotional or endorsement purposes, unless the Party seeking to use the another Party’s name or insignia has obtained the prior written consent of that Party’s authorized representative.

14. 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, 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 Agreement and are controlling.

15. Notices shall be delivered personally, by prepaid first class mail, by e-mail, or transmitted by facsimile to the pertinent program office and parties at such address or number as the parties shall specify from time to time.

16. This Agreement contains the entire understanding relative to the protection of the Information covered by this Agreement, is executed by authorized representatives of each party and supersedes all prior and collateral communications, reports and understandings, if any, between the parties regarding the

Information.

IN WITNESS WHEREOF, the parties have executed this Agreement by the duly authorized representatives of each party on the respective dates entered below.

For and on behalf of For and on behalf of

SUPPLIER & CO., INC. BUREAU OF ENGRAVING AND PRINTING

Signed

Signed

Name

Name

Title

Title

Date

Date