Non-DisclosureAgreement-ODAPhoneSystem.docx

PRIVILEGED AND CONFIDENTIAL

PRIVILEGED AND CONFIDENTIAL

U.S. SMALL BUSINESS ADMINISTRATION

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is being entered into by and between the U.S. Small Business (“Contractor” or “Contract Employee”), for the purpose of preventing the unauthorized disclosure of sensitive, confidential or non-public information as defined below

A. Intending to be legally bound, the Contractor or Contract Employee accepts the obligations contained in this Agreement in consideration of being granted access to sensitive, confidential or non-public information. For purposes of this Agreement, “sensitive, confidential or non-public information,” is defined as information generated by SBA or in the possession of SBA (including but not limited to information provided to SBA by its contractors) that is commercially valuable, trade secret, market sensitive, proprietary, related to the SBA Secondary Market (as defined in 13 CFR §120.601), subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed sensitive, confidential or non-public by an SBA office head or employee. This definition applies to sensitive, confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, data, and audio or video recordings.

B. For purposes of this Agreement, non-public information includes, but is not limited to, information from or about the SBA Secondary Market, SBA business, economic, or policy plans, SBA financial information or any other SBA related information that SBA has not made available to the public. For purposes of this Agreement, confidential information includes information that contains any element of confidentiality, the loss, misuse, or unauthorized access to or modification of which could adversely impact the interests of SBA. Examples of sensitive, confidential or non-public information include data provided to SBA that has not been made public, SBA planned or contemplated courses of action regarding SBA systems, the SBA Secondary Market, SBA financial information and/or SBA personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

C. For purposes of this Agreement, disclosure may be made only to an employee of the SBA or a Contract Employee who has signed this non-disclosure agreement.

D. The Contractor and Contract Employee will not disseminate or disclose in any manner any and all sensitive, confidential or non-public information provided pursuant to this Agreement to any third party or unauthorized person without the prior written consent of SBA. The Contractor and Contract Employee acknowledges and agrees that any and all sensitive, confidential or non-public information is and will remain the property of SBA and is privileged and confidential. The Contractor or Contract Employee acknowledges and agrees that the release of any sensitive, confidential or non-public information to any person not contemplated by this Agreement without the prior written consent of SBA is prohibited.

E. All information obtained by the Contractor and Contract Employee pursuant to this Agreement will be treated as sensitive, confidential or non-public information unless identified otherwise in writing by SBA.

The person signing this Agreement on behalf of the Receiving Party represents and warrants that he or she has the authority to enter into this Agreement on behalf of the Receiving Party.

Contractor or Contract Employee _________________________________

Signature: _________________________________

Printed Name & Title: _________________________________

Date: _________________________________

This Agreement was accepted by the SBA Representative on behalf of SBA as a prior condition of access to sensitive, confidential and non-public information.

Signature

SBA Representative Printed Name & Title

Date

EXHIBIT A

NON-DISCLOSURE AGREEMENT (EMPLOYEE/AUTHORIZED PERSON)

SBA Non-Disclosure Agreement- Staffing – ODA – Phone System Page 1 of 3