TPMR_Final RFP_Attachment B_NDA.pdf

XXXXX, Inc. Non-disclosure

INSTRUCTIONS FOR NON-DISCLOSURE AGREEMENTS

Beginning on page two of this document is the Non-disclosure agreement.

Treasury/IRS policy requires that ALL contractors who require access to sensitive but unclassified (SBU) data are required to sign an NDA .

When the COR has determined that the contractor will have access to SBU (which requires an NDA), the COR will complete the following steps before giving the Non- Disclosure Agreement to the contract employee to sign:

1. COR modifies all highlighted areas as they pertain to the identified contract. (COR may only modify the agreement by insertion of specific language in blank or parenthetical spaces relative to the contract, contracting Treasury/bureau or project. Other modifications require legal counsel and Office of Security approval.)

2. Contract employee signs and dates the agreement.

3. COR signs and dates agreement for acceptance on behalf of the agency.

4. COR maintains the original signed and dated Non-Disclosure Agreement with the Contract file.

5. COR sends a scanned copy of the agreement via email to CSM at CSM@irs.gov.

6. COR may furnish copy of the agreement to the individual signatory, if requested.

http://irm.web.irs.gov/link.asp?link=10.23.2 mailto:CSM@irs.gov

Third Party Media Research Conditional Access to Sensitive But Unclassified Information

Non-Disclosure Agreement

XXXXX, Inc., with an address at XXXXXXX, Anytown, USA 00000 (the "Receiving Party"), hereby consents to the terms in this Agreement in consideration of being granted conditional access to certain United States Government documents or material containing sensitive information.

The Receiving Party understands and agrees to the following terms and conditions:

1. By being granted conditional access to sensitive but unclassified (SBU) information, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement.

2. As used in the Agreement, SBU is any information the loss, misuse, or unauthorized access to or modification of which could adversely affect the national interest or the conduct of Federal programs, or the privacy to which individuals are entitled under Title 5 U.S.C. 522a, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.

3. Sensitive but unclassified information also includes return or return information as those terms are defined in 26 U.S.C. § 6103(b) and the relevant regulations. In consideration for being provided access to return and return information the Receiving Party agrees that it is subject to the provisions of 26 U.S.C. § 6103, violation of which is subject to civil damages or criminal prosecution under 26 U.S.C. §§ 7431 or 7213.

4. The Receiving Party is being granted conditional access contingent upon its execution of this Agreement for the sole purpose of providing Third Party Media Research Solution. The computer software product or products demonstrated are in the nature of ____________________________. This approval will permit the Receiving Party conditional access to certain information, including specific taxpayer return and return information for use in the demonstration and/or to attend meetings in which such information is discussed or otherwise made available to it.

5. The Receiving Party will not divulge any sensitive information that is provided to it pursuant to this Agreement to anyone unless it has been advised in writing by the Internal Revenue Service and, if required by the Internal Revenue Service, such additional receiving party has entered into its own non-disclosure agreement. The Receiving Party shall not disclose or make use of any of the sensitive information provided under this Agreement beyond the purposes described in paragraph 4, above. As noted in paragraph 3, above, violation of this paragraph may be subject to civil damages and criminal prosecution.

6. Upon signing this non-disclosure agreement, the Receiving Party will be permitted access to official Internal Revenue Service documents containing sensitive but unclassified information and understand that any copies must be protected in the same manner as the originals. Any notes taken during the course of such access must also be protected in the same manner as the originals.

7. If the Receiving Party violates the terms and conditions of this Agreement, it understands that the unauthorized disclosure of sensitive information could compromise Internal Revenue Service or Department of Treasury security and would be in violation of 26 U.S.C. § 6103.

8. If the Receiving Party violates the terms and conditions of this Agreement, such violation may result in the cancellation of its conditional access to sensitive to unclassified information. This may also serve as a basis for being denied conditional access to Internal Revenue Service information, both sensitive but unclassified, classified, and sensitive information, in the future. If the Receiving Party violates the terms and conditions of this Agreement, the United States may institute a civil action for damages or any other appropriate relief. The willful disclosure of information to which the Receiving Party has agreed herein not to divulge may constitute a criminal offence.

9. Unless and until the Receiving Party is provided a written release by the Internal Revenue Service from this Agreement or any portions of it, all conditions and obligations contained in this Agreement apply both during any periods of conditional access, which shall terminate at the conclusion of the Receiving Party's work on its software product demonstration, and at all times thereafter.

10. Each provision of this Agreement is severable. If a court should find any provisions of this Agreement unenforceable, all other provisions shall remain in full force and effect.

11. The Receiving Party understands that the United States Government 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.

12. By granting the Receiving Party conditional access to information in this context, the United States Government does not waive any statutory or common law evidentiary privileges or protections that it may assert in any administrative or court proceeding to protect any sensitive information to which the Receiving Party has been given conditional access under the terms of this Agreement.

13. These restrictions are consistent with and do not supersede, conflict with or otherwise alter the employee obligations, rights or liabilities created by Executive Order 13526 or 13556; 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 disclosure to Congress by members of the military); Section 2302(b)(8) of Title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 USC 421, et seq.) (governing disclosures that could expose confidential Government agents), and the statutes that protect against disclosure that may compromise the national security, including Sections 641, 793, 794, 798, and 952 of Title 128, United States Code, and Section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. § 783 (b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said

Executive Order and listed statutes are incorporated into this Agreement and are controlling.

14. The Receiving Party's execution of this Agreement shall not nullify or effect in any manner any other secrecy or nondisclosure Agreement which it has executed or may execute with the United States Government except within the Department of the Treasury as noted in item 8, above.

15. The Receiving Party makes this Agreement in good faith, without mental reservation or purpose of evasion.

XXXXX, Inc.

Name, Title Date

Signature

This Agreement was accepted by the undersigned on behalf of the Internal Revenue Service as a prior condition on conditional access to sensitive but unclassified information. Further release to any other third party requires execution of a nondisclosure agreement.

IF APPLICABLE:

When information is shared with the Office of Inspector General or the Treasury Inspector General for Tax Administration or the Special Inspector General for TARP, for official audit/investigative purposes, the following statement must be added below the signature line. “This Agreement was accepted by the undersigned on behalf of the (identify bureau and (the Office of Inspector General or Treasury Inspector General for Tax Administration, Special Inspector General for TARP, as applicable) for conditional access to sensitive information. Further release and dissemination of (identify DO/bureau) sensitive information under this non-disclosure agreement must be in accordance with a written arrangement related to the official audit/investigative functions of the OIG or TIGTA or SIGTARP for that particular matter. Further release to any other third party requires execution of a nondisclosure agreement.”

IRS COR / Date

(OIG or TIGTA or SIGTARP signatory) Date