RFI_C2IRST_Attachment B_eRR (NDA).docx

AGREEMENT TO ABIDE BY NON-DISCLOSURE AGREEMENT (NDA) FOR ACCESS TO ELECTRONIC READING ROOM (ERR)

C2IRS-T

This document provides a Non-Disclosure Agreement (NDA) for accessing the electronic Reading Room (eRR) for the C2IRS-T acquisition in support of the U.S. Special Operations Command (USSOCOM). The eRR is specifically provided for proposal preparation purposes only.

SECTION I: eRR NDA

This agreement is by and between GSA AAS and (insert contractor name) and is entered into on the date of signature by the AAS CO shown in the signature block below.

WHEREAS, GSA AAS anticipates releasing an acquisition titled C2IRS-T for the U.S. Special Operations Command (USSOCOM);

WHEREAS, (insert contractor name) is provided access to the eRR;

WHEREAS, this access is needed for C2IRS-T proposal preparation and involves certain information that the Government considers to be “Confidential Information”[footnoteRef:1] as defined herein; [1: This does not denote an official security classification.]

WHEREAS, GSA AAS desires to receive (insert contractor name)’s competitive proposal and, therefore, must grant access to the Confidential Information;

WHEREAS, GSA AAS on behalf of the U.S. Special Operations Command (USSOCOM), 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:

a. 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 United States Code (U.S.C.) § 2101.

2. 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 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.

b. Limitations on Disclosure. (insert contractor name) agrees (and the (insert contractor name) personnel must agree by separate written agreement with (insert contractor name)) not to distribute, disclose, or disseminate Confidential Information in the eRR to unauthorized personnel.

c. Agreements with Employees, Subcontractors, and Consultants. (insert contractor name) will require any parties (including its employees, subcontractors or subcontractor employees, and consultants) accessing the eRR to sign:

1. NDAs obligating each prime, subcontractor, or consultant employee to comply with the terms of this agreement.

2. eRR RoB.

(insert contractor name) shall maintain copies of each agreement on file and furnish them to the Government upon request. A list of all individuals including the prime, subcontractor, and consultant employees being granted access to the C2IRS-T eRR and/or reviewing eRR notes, each of whom has signed an NDA and RoB, is shown below:

INDIVIDUALS AUTHORIZED TO ACCESS THE ERR

d. Statutory Restrictions Relating to Procurement Information. (insert contractor name) 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, (insert contractor name) 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.

e. Limitations on Use of Confidential Information. (insert contractor name) may obtain Confidential Information in the eRR. 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, (insert contractor name) will:

1. Use such Confidential Information for the sole purpose of responding to the C2IRS-T acquisition and for no other purpose.

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

3. Promptly notify GSA AAS 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 (insert contractor name) employee.

f. Notice Concerning Organizational Conflicts of Interest. (insert contractor name) 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 Code of Federal Regulations (CFR) § 9.5.

g. 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 regarding this procurement. This Agreement may not be modified except in writing signed by both parties.

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

i. 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 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 12958; 5 U.S.C. 7211 (governing disclosures to Congress); 10 U.S.C. 1034, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); 5 U.S.C. 2302(b)(8), 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 18 U.S.C. 641, 793, 794, 798, and 952, 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.

j. Beneficiaries. If information owned by an individual or entity not a party to this agreement is disclosed or misappropriated by (insert contractor name) 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 United States Government by any third party.

SECTION II: eRR NDA ACKNOWLEDGEMENT

IN WITNESS WHEREOF, GSA AAS and (insert contractor name) have caused the Agreement to be executed as of the date listed in the GSA AAS Contracting Officer’s electronic signature below.

(INSERT CONTRACTOR NAME):

*Person must have the authority to bind the company.

United States General Services Administration (GSA) Assisted Acquisition Services (AAS)

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