Attachment 0008 - M870A4 TDP Use and Non-Disclosure Agreement _ W912CH24R0025 Final.pdf

Use and Non-Disclosure Agreement

For Government-Furnished Technical Data and Computer Software

CONFLICT OF INTEREST AND NONDISCLOSURE AGREEMENT

Important! This Agreement concerns a matter within the jurisdiction of a United States Government agency. Individuals who make false, fictitious, or fraudulent statements and/or certifications may be subject to prosecution under 18 U.S.C §1001.

AGREEMENT

1. This Agreement applies to individuals involved in W912CH-24-R-0025 also known as the M870A4 40-Ton Semitrailer, Lowbed, Construction Equipment Transporter (SLCET).

2. This Agreement contains the rules of conduct relating to this acquisition. It includes rules of conduct regarding conflicts of interest as well as rules of conduct regarding the safeguarding of confidential information.

3. Your signature on this Agreement indicates that you have read this Agreement and agree to be bound by its terms.

TERMS

The undersigned, _____(Insert Name)_________, an authorized representative of ___(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-

(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 the attachment to this Agreement. Release, Non‐Disclosure Agreement Government Technical Data performance, display, or disclosure to other persons is not authorized unless specified in the attachment to this Agreement 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 Solicitation Number W912CH-24-R-0025. 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.

(d) Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends only to support the Government’s ability to manufacture or competitively procure the M870A4 Semitrailer or spare parts or to use the Data for other 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 Government, 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, and Recipient shall provide a copy of each such signed use and non-disclosure agreement to the Contracting Officer. 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.

Non‐Disclosure Agreement Government Technical Data

(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 ends upon the earlier of (1) the award date of the contract resulting from Solicitation Number W912CH-24-R-0025 if Recipient is not the awardee, or (2) termination or completion of the contract resulting from Solicitation Number W912CH-24- R-0025 if Recipient is the awardee.

Recipient's Business Name ____________________________________

Business Cage Code_______ E-mail Address_______________________

By__________________________________ ____________________ Authorized Representative Date

Representative's Typed Name ________________________ and Title ___________________