11 NDA UUI.pdf

UUI 47PM0024R0003_47PM0024C00XX

NON-DISCLOSURE AGREEMENT (“Agreement”)

BETWEEN

U.S. GENERAL SERVICES ADMINISTRATION (“GSA”)

National Capital Region (“NCR”)

Public Buildings Service (“PBS”)

AND

This Agreement, made and entered into this ______ day of __________, 20XX (the “Effective Date”), is by and between GSA and ____________ (“Contractor”).

WHEREAS, Contractor and GSA have entered into Contract No. ____________ (the “Contract”) for services supporting the Office of Facilities Management;

WHEREAS, Contractor is providing Unified User Interface (UUI) services under the Contract;

WHEREAS, the services required to support GSA involve certain information which the Government considers to be “Confidential Information” as defined herein;

WHEREAS, GSA desires to have Contractor’s support to accomplish the services and, therefore, must grant access to the Confidential Information;

WHEREAS, Contractor through its work at a Government site may have access to Government systems or encounter information unrelated to performance of the Contract which also is considered to be Confidential Information as defined herein;

WHEREAS, GSA desires to protect the confidentiality and use of such Confidential Information;

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

Definitions. “Confidential Information” shall mean any of the following: (1) “contractor bid or proposal information” and “source selection information” as those terms are defined in 41 U.S.C.

§ 2101; (2) the trade secrets or proprietary information of other companies; (3) other information, whether owned or developed by the Government, that has not been previously made available to the public, such as the requirements, funding or budgeting data of the Government; and for contracts/orders providing acquisition assistance, this term specifically includes (4) past performance information, actual/proposed costs, overhead rates, profit, award fee determinations, contractor employee data of offerors/contractors, methods or procedures used to evaluate performance, assessments, ratings or deliberations developed in an evaluation process, the substance of any discussions or deliberations in an evaluation process, and any recommendations or decisions of the Government unless and until such decisions are publicly announced. This term is limited to unclassified information.

Limitations on Disclosure. Contractor agrees (and the Contractor personnel must agree by separate written agreement with Contractor) not to distribute, disclose or disseminate Confidential Information to unauthorized personnel.

Additionally, any information made available to the Contractor by the Government shall be used only for the purpose of carrying out the provisions of this contract and shall not be divulged or made known in any manner to any persons except as may be necessary in the performance of the contract. In performance of this contract, the Contractor assumes responsibility for protection of the confidentiality of Government records and shall ensure that all work performed by its subcontractors shall be under the supervision of the Contractor or the Contractor’s responsible employees. Each officer or employee of the Contractor or any of its subcontractors to whom any Government record may be made available or disclosed shall be notified in writing by the Contractor that information disclosed to such officer or employee can be used only for that purpose and to the extent authorized herein. Further disclosure of any such information, by any means, for a purpose or to an extent unauthorized herein, may subject the offender to criminal sanctions imposed by 18 U.S.C. §§ 1030.

The Contractor and all contractor/subcontractor employees may have access to sensitive data, proprietary, or confidential business information of other companies or the Government in the course of performing official duties on this contract. The term “proprietary information” means any information considered so valuable by its owners that it is held in secret by them and their licensees and is not available to the public.

All information that is (1) obtained related to or derived from this contract, and (2) results from or derived from any actual tasks assigned to contractor employees while participating on this contract is considered proprietary.

The Contractor and all contractor/subcontractor employees will not use vendor proprietary information except as necessary to perform this contract and shall agree not to disclose such information to third parties, including any employee of the contractor/subcontractor who has not executed this Agreement, or use such information in any manner inconsistent with the purpose for which it was obtained. Anyone failing to comply with the agreement may be subject to disciplinary action or termination of employment.

Agreements with Employees and Subcontractors. Contractor will require its employees and any subcontractors or subcontractor employees performing services for this Contract to sign non-disclosure Agreements obligating each employee/subcontractor employee to comply with the terms of this Agreement.

Contractor shall maintain copies of each Agreement on file and furnish them to the Government upon request.

Statutory Restrictions Relating to Procurement Information. Contractor acknowledges that certain Confidential Information may be subject to restrictions in Section 27 of the Office of Federal Procurement Policy Act (41 U.S.C. § 423), as amended, and disclosures may result in criminal, civil, and/or administrative penalties. In addition, Contractor acknowledges that 18 U.S.C. § 1905, a criminal statute, bars an employee of a private sector organization from divulging certain confidential business information unless authorized by law.

Limitations on Use of Confidential Information. Contractor may obtain Confidential Information through performance of the Contract orally or in writing. These disclosures or this access to information is being made upon the basis of the confidential relationship between the parties and, unless specifically authorized in accordance with this Agreement, Contractor will:

Use such Confidential Information for the sole purpose of performing the requirements detailed in the Contract and for no other purpose;

Not make any copies of Confidential Information, in whole or in part;

Promptly notify GSA in writing of any unauthorized misappropriation, disclosure, or use by any person of the Confidential Information which may come to its attention and take all steps reasonably necessary to limit, stop or otherwise remedy such misappropriation, disclosure, or use caused or permitted by a Contractor employee or subcontractor and their employees.

Duties Respecting Third Parties. If Contractor will have access to the proprietary information of other companies in performing Contract support services for the Government, Contractor shall enter into Agreements with the other companies to protect their information from unauthorized use or disclosure for as long as it remains proprietary and refrain from using the information for any purpose other than that for which it was furnished. Contractor agrees to maintain copies of these third party Agreements and furnish them to the Government upon request in accordance with 48 C.F.R. § 9.505-4(b).

Notice Concerning Organizational Conflicts of Interest. Contractor agrees that distribution, disclosure or dissemination of Confidential Information (whether authorized or unauthorized) within its corporate organization or affiliates, may lead to disqualification from participation in future Government procurements under the organizational conflict of interest rules of 48 C.F.R. § 9.5.

Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes any prior or contemporaneous oral or written representations with regard to protection of Confidential Information in performance of the subject Contract. This Agreement may not be modified except in writing signed by both parties.

Governing Law. The laws of the United States shall govern this Agreement.

Severability. If any provision of this Agreement is invalid or unenforceable under the applicable law, the remaining provisions shall remain in effect.

In accordance with Public Law No. 108-447, Consolidated Act, 2005, the following is applicable:

These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No.

12958; 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 U.S.C. 421 et seq.)

(governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, 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.

Beneficiaries. If information owned by an individual or entity not a party to this Agreement is disclosed or misappropriated by Contractor in breach of this Agreement, such information owner is a third party beneficiary of this Agreement. However, nothing herein shall create an independent right of action against the U.S. Government by any third party.

IN WITNESS WHEREOF, GSA and Contractor have caused the Agreement to be executed as of the day and year first written above.

UNITED STATES GENERAL SERVICES ADMINISTRATION

Name Date

Contracting Officer

Contractor

Name* Date

Title

*Person must have the authority to bind the company.