NON-DISCLOSURE AGREEMENT.pdf

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT is made and entered into as of _______________, 2022, by and between the SMITHSONIAN INSTITUTION (“Smithsonian”), established by the

Congress of the United States in 1846 (20 U.S.C. 41 et seq.) and having its principal offices at

1000 Jefferson Drive, S.W., Washington, D.C., 20560 and _____________________, having its principal offices at _____________________ represented by the undersigned (hereinafter

“Recipient”).

WHEREAS, to facilitate the preparation of submissions for solicitation number 333302-22RF-

0010030 for the requirement entitled “Construction of Pod 6 at the

Smithsonian Institution's

Museum Support Center (MSC).” Smithsonian possess information considered confidential in relation to this requirement;

WHEREAS, The Recipient requires such information in order to provide submissions required in

Request for Proposal; and

WHEREAS, Recipient desires that Smithsonian disclose to Recipient confidential Information;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. NONDISCLOSURE. Nothing in this Agreement shall obligate Smithsonian to provide confidential material to Recipient. Nothing herein shall be construed as granting an exclusive right or opportunity to Recipient. Smithsonian specifically reserves the right to disclose its confidential information to others in order to obtain competitive bids.

a. For purposes of this Agreement, “confidential information” means:

(i) Except as set forth below, any and all information disclosed by

Smithsonian to Recipient for the purpose of assisting in the development of Recipient’s submission for Phase II of the above-referenced project. Confidential information may include, but not be limited to any information relating to its respective programs, designs, development, costs and proposed designs, or relating to its finances, marketing plans, business opportunities, personnel, research or know-how; and

(ii) any information designated as confidential at the time of disclosure, and as such in writing within thirty (30) days of such disclosure.

b. The Recipient shall use the same degree of care and discretion that Recipient uses with information it does not wish to have published, disclosed or disseminated to avoid disclosure or dissemination of the confidential information to anyone other than those of its employees with a need to know for purposes of this Agreement. The Recipient will not use confidential information for purposes other than that necessary to directly further the purposes of this Agreement. Recipient will not disclose to third parties confidential information without the prior written consent of the Smithsonian; provided that Recipient may disclose the confidential information if required by any judicial or governmental request, requirement, or order so long as

Recipient takes reasonable steps to give the Smithsonian sufficient prior notice in order to contest such request, requirement, or order by notifying the owning party of such request.

c. Notwithstanding anything to the contrary in Section 1.b of this Agreement, the parties agree that they have no obligation to keep confidential any information that:

(i) is or becomes generally known or available by publication, commercial use, or otherwise through no fault of the Recipient;

(ii) is known and has been reduced to tangible form by the Recipient at the time of disclosure and is not subject to restriction;

(iii) is independently developed by the Recipient without use of the confidential information;

(iv) is lawfully obtained from a third party who has the right to make such disclosure; or

(v) is released for publication by the Smithsonian.

2. OWNERSHIP. The parties acknowledge that Smithsonian owns all right, title, and interest in its confidential information (including intellectual property). The provision of such materials to Recipient shall not constitute a transfer of any rights to Recipient.

4. SMITHSONIAN NAMES. Recipient is hereby put on notice that Smithsonian owns, controls, and/or has registered the trademarks/service marks “Smithsonian,” “Smithsonian

Institution,” “and the Smithsonian sunburst logo (the “Names”). Recipient further acknowledges the great value of the prestige, publicity, and good will associated with the Names, and in such connection, acknowledges that such good will belongs exclusively to Smithsonian and that the

Names have acquired a secondary meaning in the mind of the purchasing public as a source of museum services and museum products. Recipient agrees that it shall not knowingly harm, misuse, or bring into disrepute the Names.

5. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements on this matter. There are no other written or oral agreements, representations, or understandings with respect to the subject matter of this

Agreement. No amendments, modifications, or waivers to this Agreement shall be valid unless in writing and signed by all parties to the Agreement. No assignment shall be permitted absent the written approval of Smithsonian. This Agreement shall be binding upon the heirs, assigns, executors, or administrators of Smithsonian and upon the successors in interest of Recipient.

ACCEPTED AND AGREED by the authorized representatives of the parties:

SMITHSONIAN INSTITUTION

Thomas Dempsey

Contracting Officer

Date: __________________________________

(COMPANY) __________________________________

(NAME AND E-MAIL OF REPRESENTATIVE)

Date: ____________________