EXIM Non-Disclosure Agreement (NDA) CRTI due diligence.pdf

IEO-FRM-05 EXIM NON-DISCLOSURE AGREEMENT (NDA) CERTIFICATION

Version: 2.0, Date: 08/08/2022

EXPORT-IMPORT BANK of the UNITED STATES

OFFICE OF THE CHIEF INFORMATION OFFICER (OCIO)

NON-DISCLOSURE AGREEMENT (NDA) CERTIFICATION

CONDITIONAL ACCESS TO SENSITIVE BUT UNCLASSIFIED INFORMATION

Contractor Name: Date:

Contract Number:

Company Name:

EXIM COR Name:

I hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain United States Government documents or material containing sensitive but unclassified information.

I understand and agree to the following terms and conditions:

I. By being granted conditional access to sensitive but unclassified information, the United States Government has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement.

II. As used in this Agreement, sensitive but unclassified information is any information the loss or misuse of which or the unauthorized access to or modification of which could adversely affect the national interest or the conduct of Federal programs, or to which individuals are entitled to privacy under the Privacy Act, Title 5 U.S.C.

section 552a, but which has not been specifically authorized under criteria established by an Executive Order or an Act of Congress to be kept secret in the interest of national defense or foreign policy.

III. I am being granted conditional access contingent upon my execution of this Agreement for the sole purpose of performing the scope of work under the above-mentioned contract number. This approval will permit me conditional access to certain information, and/or to attend meetings in which such information is discussed or otherwise made available to me. This Agreement will not allow me access to materials which the Export-Import Bank of the United States (hereafter identified as “EXIM”) has predetermined, in its sole discretion, is inappropriate for disclosure pursuant to this Agreement. This may include sensitive but unclassified information provided to the EXIM by other agencies of the United States Government.

IV. I will never divulge any sensitive but unclassified information which is provided to me pursuant to this Agreement to anyone, unless I have been advised in writing by EXIM that the individual is authorized to receive

it. Should I desire to make use of any sensitive but unclassified information, I will do so in accordance with paragraph VI of this Agreement. I will submit to EXIM for security review, prior to any submission for publication, any book, article, column or other written work for general publication that is based upon any knowledge I obtained during the course of my work on this contract in order for EXIM to ensure that no sensitive but unclassified information is disclosed.

V. I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result or may result from any disclosure, publication, or revelation of sensitive but unclassified information not consistent with the terms of this Agreement.

VI. If I am permitted, at the sole discretion of EXIM, to review any official documents containing sensitive but unclassified information, such review will be conducted at a secure facility or under circumstances which will maintain the secure protection of such material. Unless work on the Contract is authorized at my company’s site or another off-site location, I will not be permitted to and will not make any copies of documents or parts of documents to which conditional access is granted to me. Any notes taken during the course of such access will remain at EXIM (or at my company’s site if work is authorized to be performed there), to be placed in secure storage unless it is determined by EXIM officials that the notes contain no sensitive but unclassified information.

If I wish to have the notes released to me, EXIM officials will review the notes for the purposes of deleting any sensitive but unclassified information to create a redacted copy of the notes. If I do not wish a review of any notes that I make, those notes will remain in sealed and secure storage at EXIM.

IEO-FRM-05 EXIM NON-DISCLOSURE AGREEMENT (NDA) CERTIFICATION

Version: 2.0, Date: 08/08/2022

VII. If I violate the terms and conditions of this Agreement, I understand that the unauthorized disclosure of sensitive but unclassified information could compromise the security of EXIM.

VIII. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my conditional access to sensitive but unclassified information. This may serve as a basis for denying me conditional access to EXIM information, both classified and sensitive but unclassified information in the future. If I violate the terms and conditions of this Agreement, the United States may institute a civil action for damages or other appropriate relief. The willful disclosure of information that I have agreed herein not to divulge may constitute a criminal offense.

IX. Unless and until I am provided a written release by EXIM from this Agreement or any portions of it, all conditions and obligations contained in this Agreement apply both during my period of conditional access, which shall terminate at the conclusion of my work on the contract and at all times thereafter.

X. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect.

XI. I understand 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 breach of this Agreement.

XII. By granting me conditional access to information in this context, the United States Government does not waive any statutory or common law evidentiary privileges or protections that it may assert in any administrative or court proceeding to protect any sensitive but unclassified information to which I have been given conditional access under the terms of this Agreement.

XIII. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or nondisclosure Agreement which I have executed or may execute with the United States Government.

XIV. I make this Agreement in good faith, without mental reservation or purpose of evasion.

CONTRACTOR CERTIFICATION

I hereby consent to the terms in this Agreement in consideration of my being granted conditional access to certain United States Government documents or material containing sensitive but unclassified information.

Contractor Name: Date:

Contract Number:

Company Name:

Contractor Signature:

EXPORT-IMPORT BANK OF THE UNITED STATES (EXIM)

This agreement was accepted by the undersigned on behalf of the EXIM Bank as a prior condition of conditional access to sensitive but unclassified information.

COR Name: Date:

COR Title:

COR Office:

COR Signature: