2-SOW-Attachmt16-Non-DisclosureAgt-2pp.pdf.docx

NON-DISCLOSURE AGREEMENT (CONTRACTOR)

A. Intending to be legally bound, ________________________ (the “Contractor”) hereby accepts the obligations contained in this Agreement in consideration of being granted conditional access to SBA sensitive, confidential or non-public information. For purposes of this Agreement, “sensitive, confidential or non-public information,” is defined as information generated by or in the possession of the SBA that is commercially valuable, trade secret, market sensitive, proprietary, related to an SBA enforcement or examination matter, 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, and is not otherwise available to the public. This definition applies to sensitive, confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of sensitive, confidential or non-public information include corporate financial data provided to the SBA that has not been made public; SBA planned or contemplated courses of action regarding SBA examinations, investigations, and enforcement actions; and SBA personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

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

C. For purposes of this Agreement, an "unauthorized person" is anyone other than (1) an officer or employee of the SBA, (2) the Contractor, who has executed a non-disclosure agreement with the SBA under the contract or (3) any individual that the Contracting Officer expressly designates as a person authorized to receive the sensitive, confidential or non-public information at issue.

D. Contractor acknowledges that other federal laws and regulations may also prohibit the disclosure of sensitive, confidential and non-public information received pursuant to the Contract. Contractor is aware of such laws and regulations and agrees to comply with the standards for protecting sensitive, confidential and non-public information in accordance with the laws and regulations applicable to the specific information to which it has access.

E. If there is doubt as to whether a document or information is sensitive, 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, Contracting Officer’s Technical Representative or Designated Government Representative.

Contract # ___________________ Page 1 of 2 Pages F. The Contractor acknowledges that disclosure of sensitive, 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 Colson’s underlying Contract with the SBA, 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.

G. 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 sensitive, confidential or non-public information inconsistent with the terms of this Agreement.

H. 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.

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

J. The person signing this Agreement warrants that he or she has the authority to enter into this Agreement.

Contractor Name: ____________________________ Signature & Title: ____________________________ Date: _______________________ This Agreement was accepted by the undersigned on behalf of the SBA as a prior condition of conditional access to sensitive, confidential and non-public information.

Contract # __________________ Page 2 of 2 Pages