Atch 3_NDA TDP.docx

TRAC2ES

Attachment 3 NONDISCLOSURE AGREEMENT AND AGREEMENT FOR RECEPTION AND CONTROL OF CONTROLLED UNCLASSIFIED INFORMATION FOR INTERESTED CONTRACTORS FOR UNITED STATES TRANSPORTATION COMMAND (USTRANSCOM) CONTRACTS

NOTE: This Agreement is a standard agreement designed for use by contractor (including sub-contractor) employees preparing proposals for USTRANSCOM contracts. Its use is designed to protect non-public Government information from disclosure, identify potential conflicts of interest, and prevent violations of federal statutes/regulations. The restrictions contained in this agreement also serve contractors by promoting compliant behavior that keeps contractors eligible to compete for Government contracts. In addition to the potential impact on future business opportunities, failure to abide by this agreement could result in administrative, civil, or criminal penalties specified by statute or regulation.

0. I, , currently an employee of , hereby agree to the terms and conditions set forth below. I further agree that any company or entity by whom I am employed, represent, or act of its behalf, is also bound by this agreement.

2. I understand that I will have access to controlled unclassified information provided as a result of my request for the Technical Data Package for the HTC71125QD039 Transportation Command "Medical" Regulating and Command & Control Evacuation System (TRAC2ES) Request for Quote. I fully understand that such information is sensitive and must be protected in accordance with 41 U.S.C. §2101-§2107 and FAR 3.1.

3. As used in this agreement and as defined in 32 CFR Part 2002, Controlled Unclassified Information (CUI) is information the Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy (LRGWP) requires or permits an agency to handle using safeguarding or dissemination controls. However, CUI does not include classified information [Information that Executive Order 13526, Classified National Security Information, December 29, 2009 (3 CFR, 2010 Comp., p. 298), any predecessor or successor order, or the Atomic Energy Act of 1954, as amended, requires agencies to mark with classified markings and protect against unauthorized disclosure] or information a non-executive branch entity possesses and maintains in its own systems that did not come from, or was not created or possessed by or for, an executive branch agency or an entity acting for an agency.

The government may require or permit safeguarding or dissemination controls in three ways: (1) Requiring or permitting agencies to control or protect the information but providing no specific controls, which makes the information CUI Basic; (2) Requiring or permitting agencies to control or protect the information and providing specific controls for doing so, which makes the information CUI Specified; or (3) Requiring or permitting agencies to control the information and specifying only some of those controls, which makes the information CUI Specified, but with CUI Basic controls where the authority does not specify.

3. I agree to the following:

a) Non-disclosure: I agree to not disclose any CUI (in whole or in part, alone or in combination with other information, directly, indirectly, or derivatively) to which I am granted access to anyone who, or anything that, is not granted such access pursuant to an applicable lawful Government purpose. I understand my responsibilities to protect and not disclose CUI except for, and to people with, an appropriate lawful Government purpose and also possess a fully executed NDA. To ascertain whether someone or something is authorized access, pursuant to an applicable lawful Government purpose, to CUI that is under my control or in my possession, I will do so according to 32 CFR Part 2002, Department of Defense guidance, USTRANSCOM Guidance and applicable procedures.

I agree not to disclose the CUI by any means to any person except to an individual (non-Government person including, but not limited to, a person in my company, affiliated companies, sub-contractors, etc.) who has a need to know related to the immediate proposal, has executed a valid form of this non-disclosure agreement, and I understand that misuse of non-public information is subject to penalties established in applicable laws, regulations, or Government-wide policies. All distribution of the documents will be controlled with the concurrence of the Contracting Officer.

b) Scope of CUI: I understand that the CUI to which I am granted access includes any CUI I create or use on behalf of or for the Government proposal, CUI I receive from the Government to maintain, handle, transmit, or use (for research, in derivative documents, etc.), or CUI originating from another source (such as CUI generated for the Government by a contractor or research entity).

I agree to not use such information for any non-Governmental purposes or government purpose not being TRAC2ES including, but not limited to, the preparation of bids or proposals for work not in support of this specified requirement, or the development or execution of other business or commercial ventures.

c) Security/control: I am obligated to protect CUI to which I am granted access from unauthorized disclosure, in accordance with the terms of this agreement, 32 CFR Part 2002, Department of Defense guidance, USTRANSCOM Guidance and the applicable procedures to the specific categories of CUI to which I am granted access.

I agree to store the information in such a manner as to prevent inadvertent disclosure or releases to individuals who have not been authorized access to it.

I agree to delete and destroy the information upon notification from the contracting officer and am obligated to provide a response upon completion.

d) Reporting breaches: I agree that I shall promptly report to appropriate officials, in accordance with the guidance issued for the applicable category of CUI, any unauthorized disclosure that I have knowledge of whether or not I am personally involved. I also understand that my anonymity will be preserved to the extent possible when reporting such violations.

e) Time: I understand that all conditions and obligations imposed upon me by this agreement apply during the time I am granted access to CUI, and at all times thereafter while such information remains controlled. These conditions and obligations may no longer apply if I am explicitly released in writing by an authorized representative of USTRANSCOM or the United States Government.

f) Breach: If I violate the terms and conditions of this agreement, such violation may result in cancellation of my access to CUI, and may result in civil and criminal sanctions. This may also serve as a basis for denying me access to other types of information under USTRANSCOM’s control or result in the disqualification from submitting an TRAC2ES offer.

g) Assignee: I 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 CUI to which I am granted access that is inconsistent with the terms of this agreement.

h) Remedies: This agreement is made and intended for the benefit of the United States Government and may be enforced by the United States Government or the authorized non-Federal entity. By granting me access to CUI in this context, 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 CUI in breach of this agreement. I understand that if I violate the terms and conditions of this agreement, I could be subjected to civil, or criminal action, as appropriate, under the procedures applicable to the category of CUI involved, and neither the United States Government nor the non-Federal authorized entity have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any CUI to which I have been given access under the terms of this agreement.

i) Severability: 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.

j) Other agreements: My execution of this agreement shall not nullify or affect in any manner any other secrecy or non-disclosure agreement(s) that I have executed or may execute with USTRANSCOM, the United States Government, or any of its other departments or agencies.

4. I understand that this agreement is personal to me and shall survive and remain in full force and effect notwithstanding any change in current employment. I read this agreement carefully and my questions, if any, were answered. I have had an opportunity and/or the benefit of private counsel and hereby knowingly and informatively accept the terms of this Non-Disclosure Agreement.

By signing below, I certify that I have read and understand the terms of this Non-Disclosure Agreement and voluntarily agree to be bound by its terms.

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