25_-_COI_and_NDA_-_Sample_for_Solicitation.pdf

Non-Disclosure Agreement

CSB-PF-006

AGREEMENT BETWEEN THE CHEMICAL SAFETY AND HAZARD INVESTIGATION

BOARD AND --- TBD --- REGARDING THE PROTECTION AND NON-DISCLOSURE OF

TRADE SECRET AND CONFIDENTIAL BUSINESS INFORMATION AND OTHER

INVESTIGATIVE INFORMATION

The Chemical Safety and Hazard Investigation Board (hereinafter “CSB”), represented by its undersigned official, and --- TBD --- (hereinafter “Contractor”) to the CSB, represented by its undersigned official, the parties hereto, mutually agree to abide and be bound by the terms and conditions set forth below:

1. As evidenced by the signature below and as consideration for the fee to be paid by the CSB for Contractor's services, Contractor swears and agrees that it shall not disclose, except to CSB employees (those persons subject to 18 U.S.C. § 1905) or authorized CSB contractors/subcontractors, any information it obtains during the course of its work for the CSB that Didion Milling, Inc. has designated as a trade secret or confidential business information. Contractor further agrees that the work product it creates for the CSB is solely the property of the CSB, and that it shall not disclose such work product except to CSB employees or authorized CSB contractors/subcontractors, present it in any format at meetings or conferences, or publish or otherwise disclose it in any form without specific written permission from the CSB.

2. As evidenced by the signature below and as consideration for the fee to be paid by the CSB for Contractor's services, Contractor further swears and agrees that it shall not disclose, except to CSB employees or authorized CSB contractors/subcontractors, any information it obtains during the course of its work for the CSB, that describes, explains, or otherwise relates to the CSB's Didion Milling explosion and fire investigation or the CSB's general investigative methods, techniques, or strategies.

3. The parties to this agreement expressly intend that Didion Milling, Inc. and hereby is made, a third-party beneficiary of the trade secret/confidential business information non-disclosure provisions in paragraph "1."

of this agreement. In the event of a breach of those provisions, Didion Milling, Inc. will have the right to seek damages and any other appropriate relief against Contractor using whatever action at law or equity it deems appropriate.

4. As evidenced by the signature below, Contractor acknowledges that violation of the provisions of this agreement may result in the termination of its contract with the CSB for default and/or the pursuit of other remedies to which the CSB may be entitled for breach of this agreement.

5. The parties to this agreement intend that the persons affected by the provisions herein include the CSB, its employees, representatives, and anyone acting on its behalf; Contractor, its employees, representative, and anyone acting on its behalf; and Didion Milling, Inc. and its corporate parents, subsidiaries, buyers, or successors in interest.

6. This agreement does not apply to any information that is known to the public prior to the date Contractor signs this agreement, or that independently, without any action by Contractor, becomes known by the public after that date, or is already known by Contractor, from a source other than the CSB, prior to that date.

For the Contractor: For the Chemical Safety Board:

Signature Amy McCormick Driver, Contracting Officer

--- TBD ---

Date Date

Employee(s) specifically and personally bound:

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Name [Print and sign] Date

Instructions: This form must be completed and signed before work commences by an authorized representative of the corporate entity. The form on the next page must be completed by all personnel on the entity. If this is a sole proprietorship, the contractor should mark the sole proprietorship box in this form and need not fill out the form on the second page if the sole proprietor will be the only individual working on the contract.

CERTIFICATION OF NON-CONFLICT OF INTEREST

FOR CONTRACTOR ENTITY

I, _____________________________ certify that I am a duly authorized representative of --- TBD ---, a

Check one: [ ] LP

[ ] LLC

[ ] Sole Proprietor [ ] Other __________________

I have read, understand, and am authorized to bind, by my signature below, , to comply with the provisions of the "Organizational Conflicts of Interest" clause in the Additional Terms of the contract that --- TBD ---, has entered into with the Chemical Safety and Hazard Investigation Board (CSB).

I further certify that --- TBD ---, ("the firm") does not now have, nor do I anticipate that it will have during the period of performance of the contract, any relationship (financial, contractual, organizational, or other) with any individuals or organizations that would impair the firm's objectivity to perform work for the CSB in relation to the CSB's Didion Milling explosion and fire investigation. Without limiting the preceding general certification, I specifically certify, as of the date below, that the firm does not have, nor do I anticipate that it will have, any conflict of interest regarding its work for the CSB as a result of any relationship with the following entities or individuals: Didion Milling, Inc.

For the Contractor:

Signature and Printed Name Date

CERTIFICATION OF NON-CONFLICT OF INTEREST

FOR CONTRACTOR PERSONNEL

I, __________________________________________, certify that I have read, understand, and agree to be bound by the "Organizational Conflicts of Interest" clause in the Additional Terms of the contract that --- TBD --- has entered into with the Chemical Safety and Hazard Investigation Board (CSB).

I further certify that I do not now have, nor do I anticipate that I will have during the period of performance of the contract, any relationship (financial, contractual, organizational, or other) with any individuals or organizations that would impair my objectivity to perform work for the CSB in relation to the CSB's Didion Milling explosion and fire investigation. Without limiting the preceding general certification, I specifically certify, as of the date below, that I do not have, nor do I anticipate, any conflict of interest regarding my work for the CSB as a result of any relationship with the following entities or individuals: Didion Milling, Inc.

Signature and Printed Name Date