Attachment 0002 - NON-DISCLOSURE AND NON-USE AGREEMENT.docx

Program Name: Apache Attack Helicopter Technical Support Contract: TBD

NON-DISCLOSURE AND NON-USE AGREEMENT

This Agreement is made by a recipient Organization, (*TBD) (hereafter referred to as the "Recipient" or “Recipient Organization”), with the Product Director for Demilitarization, Picatinny Arsenal, New Jersey 07806-5000 (hereafter referred to as PD Demil) Recipient has requested that PD Demil allow Recipient access to FOUO or CUI, and in the APPENDIX of this Agreement, (hereafter referred to collectively as the “DATA”), originated by the United States Army (U.S. Army); point of contact: Margaret Heyrich (Army Contracting Command- New Jersey) telephone 973-724-3871. The DATA is being requested of PD Demil by Recipient for the purposes of completing work in the contract referenced above. In consideration for PD Demil agreeing to furnish such DATA to Recipient for such purposes, the Recipient hereby agrees to the following:

1. Recipient warrants that the said DATA shall only be used for the purposes requested, and to perform under contract for the U.S. Government, (TBD), and for no other purposes.

2. Recipient shall not divulge the DATA to any third party. Recipient hereby agrees that all said defined “DATA” shall be subject to the legend in the Attachment to this Agreement. Recipient shall also obey the restrictions contained on any other restrictive legend appearing on said DATA. Recipient shall not remove any such legends associated with said DATA. The legends shall appear on any reproduction by Recipient of all, or of any portions of said DATA. Recipient shall adopt physical security measures to prevent improper use of or divulgence of the DATA.

3. Recipient shall promptly return all DATA and copies thereof in whatever form or embodiment existing, to the U.S. Army (DEVCOM-AC) upon request. The DATA and inventions embodied therein provided by the U.S. Government shall at all times remain the property of the U.S. Government, including any reproductions or embodiments of all or of any parts thereof. Any improvements made by Recipient to said DATA and inventions embodied therein shall become the exclusive property of the U.S. Government.

4. It is understood and accepted that the obligations of non-use and non-disclosure herein shall be obligations of Recipient itself and persons who are officers, directors, or employees thereof, and also any other business entity that Recipient owns or controls to receive any of the said DATA.

5. Recipient shall conform to the Export Laws of the United States, and obey the Army's directives regarding non-export and nondisclosure of said DATA, (or items manufactured by utilizing same), even if Recipient's facility may not be located within the United States of America.

6. No license is provided to Recipient by the provision of DATA under this Agreement. No representation or warranty is made or given as to the safety or suitability of any DATA which may be provided hereunder or of items or processes made there from. No representation or warranty is made or given as to the existence or possibility of any intellectual property rights claims in said DATA, including but not limited to patent, copyright and trade secret claims. As a condition precedent to provision of DATA, Recipient and all persons receiving DATA hereunder do hereby expressly agree to indemnify and hold harmless the U.S. Government, its agencies and instrumentalities against any and all suits, actions, claims, costs or demands (including without limitation, for death or personal injury of any persons, and for any property damage), occasioned by use of such DATA.

7. If PD Demil provides Recipient with physical models, samples or experimental apparatus for Recipient's evaluation hereunder, Recipient agrees not to reverse engineer such items, nor to disassemble same to learn their design for unauthorized use of U.S. Army technology.

FOR RECIPIENT ORGANIZATION

By: _______________________________ (Authorized Signature) (Typed Name-Title)

RESTRICTED ACCESS DATA

ALL U.S. ARMY OWNED TECHNICAL INFORMATION AND SOFTWARE

THIS DOCUMENT CONTAINS TECHNICAL DATA AND SOFTWARE THAT ARE THE PROPERTY OF THE UNITED STATES ARMY PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO PICATINNY ARSENAL ONLY. THESE TECHNICAL DATA AND SOFTWARE SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THOSE FOR WHICH FURNISHED NOR DISTRIBUTED OR REPRODUCED OR ANY PART THEREOF REVEALED IN ANY MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS SPECIFIED HERE WITH TO RECEIVE THEM. THIS LEGEND MUST BE INCLUDED ON ANY REPRODUCTION OF THIS MATERIAL OR PORTIONS THEREOF.

The following is a summary of documents that the contractor may expect to receive during execution of this contract.

• TBD

APPENDIX

The following is a summary of documents that the contractor may expect to receive during execution of this contract.