Attachment 1 Use and Non-Disclosure Agreement (Rev 12 Dec).pdf

Attachment 1

Use and Non-Disclosure Agreement (NDA)

The undersigned, ______________________(Insert Name), an authorized representative of the

___________________________(Insert Company Name), (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with technical data or computer software (hereinafter referred to as “Data”) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted.

Those Data are identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights or SBIR data rights legends only for government purposes and shall not do so for any commercial purpose.

The Recipient shall not release, perform, display, or disclose these Data to any person until a non-disclosure agreement has been submitted to the Government identifying each entity that will be receiving the Data (prime contractors and any prospective subcontractors or suppliers must each submit a non-disclosure agreement and data registration and disclaimer form). The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these Data to such persons. Such agreement must be consistent with the terms of this agreement.

(2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties.

(3) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding

Data specified in a contract for the performance of that contract.

(4) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the

Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the

Data.

(5) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending upon _________________ (Insert Date). The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

Recipient’s Business Name: ________________________________

Authorized Representative’s Signature: ________________________________

Date: ________________________________

Representative’s Typed Name: ________________________________

Representative’s Typed Title: ________________________________

(End of Use and Non-Disclosure Agreement)