Attachment (4) NDA for Managed Services Site E 47QFCA20N0003 pdf.pdf

NON-DISCLOSURE AGREEMENT BETWEEN U.S. GENERAL

SERVICES ADMINISTRATION (GSA) FEDERAL SYSTEMS

INTEGRATION AND MANAGEMENT CENTER (FEDSIM) AND

[_________________________] PROSPECTIVE OFFEROR

This agreement, made and entered into this ______ day of __________, 2020 (the “Effective Date”), is by and between GSA and

[_____________________(PROSPECTIVE OFFEROR)].

WHEREAS, a U.S. Government Agency (the Agency) has a requirement for Managed Services including the secure storage, management, distribution, and transportation of medical supplies and pharmaceuticals at a single site;

WHEREAS, [_____________________(PROSPECTIVE OFFEROR)] may propose to provide those Managed Services in support of the Agency;

WHEREAS, the services required to support the Agency involve certain information which the Government considers to be "Confidential Information" including the Agency’s identity, the location of the single site, and other specific information about the Agency and its requirements;

WHEREAS, GSA may invite or request [_____________________(PROSPECTIVE

OFFEROR)] to submit a proposal in support of the Managed Services and, therefore, must grant access to the Confidential Information;

WHEREAS, [_____________________(PROSPECTIVE OFFEROR)], through its work preparing a proposal in response to the Agency’s requirements or work under a resulting contract at a Government site or its own 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 on behalf of the

Agency 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:

1. Definitions. “Confidential Information” shall mean any of the following: (1)

"[_____________________(PROSPECTIVE OFFEROR)] bid or proposal information" and "source selection information" as those terms are defined in 41 U.S.C. § 2101;

(2) other information, whether owned or developed by the Government, that has not been previously made available to the public, such as the requirements and funding or budgeting data of the Government. This term is limited to unclassified information.

2. Limitations on Disclosure. [_____________________(PROSPECTIVE OFFEROR)] agrees (and [_____________________(PROSPECTIVE OFFEROR)]Contract personnel must agree by separate written agreement with [_____________________(PROSPECTIVE OFFEROR)]) not to distribute, disclose or disseminate Confidential Information to anyone, unless authorized in advance by the GSA Contracting Officer in writing.

3. Agreements with Employees and [_____________________(PROSPECTIVE

OFFEROR)’s] Subcontractors. [_____________________(PROSPECTIVE OFFEROR)]will require its employees and any [_____________________(PROSPECTIVE

OFFEROR)]subcontractor or subcontractor employees preparing a proposal or performing services for the resulting Contract to sign non-disclosure agreements obligating each employee/subcontractor employee to comply with the terms of this agreement. [_____________________(PROSPECTIVE OFFEROR)] shall maintain copies of each agreement on file and furnish them to the Government upon request.

4. Statutory Restrictions Relating to Procurement Information.

[_____________________(PROSPECTIVE OFFEROR)]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. § 2104), as amended, and disclosures may result in criminal, civil, and/or administrative penalties. In addition, [_____________________(PROSPECTIVE OFFEROR)] 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.

5. Limitations on Use of Confidential Information.

[_____________________(PROSPECTIVE OFFEROR)] may obtain Confidential Information through preparation and/or submission of a proposal for and/or performance of the resulting Contract orally or in writing. These disclosures or this access to information is being made on the basis of the confidential relationship between the parties and, unless specifically authorized in accordance with this agreement, [_____________________(PROSPECTIVE OFFEROR)]will: a) Use such Confidential Information for the sole purposes of preparing and submitting a proposal for and/or performing the Managed Service support requirements detailed in the Contract and for no other purpose; b) Not make any copies of Confidential Information, in whole or in part;

c) 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 [_____________________(PROSPECTIVE OFFEROR)]employee.

6. Notice Concerning Organizational Conflicts of Interest.

[_____________________(PROSPECTIVE OFFEROR)] 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.

7. 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.

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

9. 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.

10. Beneficiaries. If information owned by an individual or entity not a party to this agreement is disclosed or misappropriated by [________________(PROSPECTIVE

OFFEROR)] 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 [_____________________(PROSPECTIVE OFFEROR)] have caused the Agreement to be executed as of the day and year first written above.

[_____________________(PROSPECTIVE OFFEROR)]

_________________________ _____________ Name* Date _________________________ Title

*Person must have the authority to bind the company.

UNITED STATES GENERAL SERVICES ADMINISTRATION

_________________________ _____________ Name Date _________________________ Contracting Officer