J-36_-_Non_Disclosure_Agreement.pdf

DRAFT NON-DISCLOSURE AGREEMENT (CONTRACTOR)

A. Intending to be legally bound, I ____________________________ (the “Contractor”) hereby accepts the obligations contained in this Agreement in consideration of being granted conditional access to DOT confidential and non-public information. For purposes of this Agreement, “confidential or non-public information,” is defined as information generated by or in the possession of the DOT that is commercially valuable, trade secret, market sensitive, proprietary, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed confidential or non-public by an DOT division director or office head, and is not otherwise available to the public. This definition applies to confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings.

B. The Contractor acknowledges that any conditional access to DOT confidential and non-public information is granted to Contractor for the sole purpose of performing its obligations under DOT Contract _____________________ (the “underlying Contract”). This Agreement does not grant Contractor access to information or materials that the DOT determines in its sole discretion is inappropriate for disclosure to Contractor.

C. Contractor, for itself and its employees, agents, and subcontractors, agrees not to disclose to any unauthorized person any confidential or non-public documents or information to which Contractor or its employees, agents, or subcontractors have access in the performance of duties under the underlying Contract.

D. The Contractor, for itself and its employees, agents, and subcontractors, agrees not to engage, directly or indirectly, in any personal business transaction or private arrangement for personal profit the opportunity for which arises because of performance under the Contract, or that is based upon confidential or non-public information which the Contractor and its employees, agents, and subcontractors gain in the course of performance under the Contract.

E. The Contractor, for itself and its employees, agents, and subcontractors, agrees not to disclose to any unauthorized person or release in advance of authorization for its release, any confidential or non-public document or information : (1) protected from disclosure under 5 U.S.C. §§ 552, 552a, and 552b or any rules or regulations of the DOT; or (2) in circumstances where the DOT has determined to accord such information confidential treatment, unless the DOT authorizes the disclosure of such information.

Confidential and non-public information shall be shared with authorized persons only on a need-to-know basis.

F. No employees of the Contractor shall violate any procurement integrity violations as described in 41 U.S.C. 423.

G. For purposes of this Agreement, an "unauthorized person" is anyone other than (1) an officer or employee of the DOT, (2) an employee of the Contractor who has executed a non-disclosure agreement with the DOT under the Contract, (3) an employee of a subcontractor of the Contractor who has executed a non-disclosure agreement with the DOT under the Contract, and whose employer advises Contractor as such, or (4) any individual that the Contracting Officer expressly designates as a person authorized to receive the confidential or non-public information at issue.

H. Contractor acknowledges that other federal laws and regulations, including but not limited to the following, may also prohibit the disclosure of confidential and non-public information received pursuant to the Contract: the Government Trade Secrets Act (18 U.S.C. § 1905) (available at http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905----000-.html); and 18 U.S.C. § 641 (theft of public property or records) (available at http://assembler.law.cornell.edu/ uscode/html/uscode18/usc_sec_18_00000641----000-.html). Contractor is aware of such laws and regulations and agrees to comply with the standards for protecting confidential and non-public information in accordance with the laws and regulations applicable to the specific information to which it has access.

I. If there is doubt as to whether a document or information is confidential or non-public, or whether a proposed recipient of a document or information is an unauthorized person, the Contractor shall request clarification from the Contracting Officer.

J. The Contractor acknowledges that disclosure of confidential or non-public information in violation of this agreement could subject the Contractor to administrative, civil, or criminal action, as appropriate, under the laws and regulations applicable to the information involved. Violation of this Agreement may also constitute a ground for termination of the Contractor’s underlying Contract with the DOT, and/or suspension and debarment from receiving future federal contracts. Contractor 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 violation of this Agreement.

K. Contractor hereby assigns to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any personal business transaction inconsistent with the terms of this Agreement or any disclosure, publication, or revelation of confidential or non-public information inconsistent with the terms of this Agreement.

L. Each provision of this Agreement is severable. If a court should hold any provision of this

Agreement unenforceable, all other provisions shall remain in full force and effect.

M. Contractor acknowledges that all conditions and obligations created by this Agreement apply during the performance of the underlying DOT Contract and thereafter with respect to information accessed by Contractor that remains confidential or non-public.

Contractor Name: ___________________________

Signature & Title: _________________________________

Date: _________________________________

This Agreement was accepted by the undersigned on behalf of the DOT as a prior condition of conditional access to confidential and non-public information.

COTR Signature Date http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905----000-.html http://assembler.law.cornell.edu/%20uscode/html/uscode18/usc_sec_18_00000641----000-.html http://assembler.law.cornell.edu/%20uscode/html/uscode18/usc_sec_18_00000641----000-.html