Attachment 0002 Use and Non-Disclosure Agreement (NDA).docx
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- Attached to
- G2R Open Season
- Solicitation number
- DLA-G2R-Solicitation
About this file
This is a Use and Non-Disclosure Agreement (NDA) template for the Gateway to Readiness (G2R) solicitation SPRBL1-26-R-0003. The agreement governs how recipients may use restricted technical data and computer software provided by the Government in connection with this C5ISR contract opportunity. Recipients must execute this agreement prior to receiving any data marked with government purpose rights, SBIR data rights, limited rights, restricted rights, or special license rights legends. The agreement restricts use of such data strictly to government purposes and prohibits commercial use without express written permission from the contractor identified in the restrictive legend. Recipients must implement operating procedures and physical security measures to protect data from inadvertent disclosure, maintain confidentiality when sharing data with authorized subcontractors and suppliers, and notify the relevant contractor of data receipt.
The agreement imposes significant compliance obligations on recipients, including destruction of all data copies within 30 days following the 365-calendar-day agreement period, with surviving obligations after termination. Recipients assume full liability and indemnify the Government and contractor for any misuse, unauthorized modification, reproduction, release, performance, display, or disclosure of restricted data. The contractor is identified as a third-party beneficiary with direct enforcement rights against the recipient for breach. Recipients must accept all data "as is" without warranty. This template document contains blank fields for recipient business name, authorized representative information, signature date, and contractor-specific restrictions to be completed by the contracting officer based on the specific data categories involved in the award.
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Text version
USE AND NON-DISCLOSURE AGREEMENT
C5ISR Gateway to Readiness (G2R)
SPRBL1-26-R-0003
The undersigned, [Enter Name of Authorized Representative], an authorized representative of the [Enter Recipient’s Business 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 Attachment 0001 of solicitation SPRBL1-26-R-0003. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:
(1) The Recipient shall—
(a) 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, without the express written permission of the contractor whose name appears in the restrictive legend (the “Contractor”), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. 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.
(b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in Attachment 0001 of solicitation SPRBL1-26-R-0003. Release, performance, display, or disclosure to other persons is not authorized unless specified in Attachment 0001 of solicitation SPRBL1-26-R-0003 or expressly permitted in writing by the Contractor. The Recipient shall promptly notify the Contractor of the execution of this Agreement and identify the Contractor's Data that has been or will be provided to the Recipient, the date and place the Data were or will be received, and the name and address of the Government office that has provided or will provide the Data.
(c) Use computer software marked with restricted rights legends only in performance of Contract / Solicitation Number SPRBL1-26-R-0003. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. The Recipient shall promptly notify the software licensor of the execution of this Agreement and identify the software that has been or will be provided to the Recipient, the date and place the software were or will be received, and the name and address of the Government office that has provided or will provide the software.
exec (d) Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends (To be completed by the contracting officer. See 227.7103-7(a)(2). Omit if none of the Data requested is marked with special license rights legends).
(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 may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.
(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorney’s 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.
(6) The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third-party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.
(7) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor that the Data have been destroyed.
(8) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending 365 calendar days after execution. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.
Recipient's Business Name: [Enter Business Name]
By:
Date: [Select Signature Date]
Representative’s Typed Name and Title: [Enter Representative’s Name, Title]
Regulation Reference: DFARS 227.7103-7 image1.emf
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