Attachment 0028 - Azimuth Non-Disclosure Agreement.pdf

Attachment 0028 September 27, 2022

AZIMUTH CONSULTING SERVICES

NON-DISCLOSURE AGREEMENT

This is an Agreement, effective , between Azimuth Consulting Services (hereinafter referred to as "Azimuth") and ______________ (hereinafter referred to as " " or the “Discloser”).

Project Director Joint Services (PD JS), working through the U.S. Army Contracting Command – Rock Island (collectively, hereinafter “U.S. Army”), is issuing solicitation W52P1J-19-R-0142, for the Production of Explosives and the Operation and Modernization of the HSAAP Army Ammunition Plant (HSAAP) (“Solicitation”). Azimuth is providing certain services for, and under contract to the U.S. Army; the Army will utilize one of its employees to assist in the review and analysis of proposals resulting from the Solicitation. In order for Azimuth to fulfill its obligations, Discloser shall, at the request of the U.S. Army, disclose to Azimuth, certain proprietary/company confidential information, which shall include but is not limited to its technical and price proposal information submitted in response to the Solicitation. The sole purpose of disclosure is to enable Azimuth to provide advisory and technical assistance services to the U.S. Army in their review and evaluation of Discloser’s proposal; and subsequent implementation activities associated with that proposal should Discloser be the successful offeror (the “Purpose”).

It is understood that the information provided by _______________, as the Discloser is willing to disclose such information to Azimuth provided that Azimuth, in its capacity of assisting the U.S. Army in support of the purpose, agrees to protect the information from unauthorized disclosure or use under the terms and conditions of this Agreement.

It may be necessary for either Party to provide proprietary information to the other. With respect to such information, the Parties agree as follows:

1) “Proprietary Information” shall include, but not be limited to, performance, sales, financial, contractual and special marketing information, ideas, technical data and concepts originated by the disclosing Party, not previously published or otherwise disclosed to the general public, not previously available without restriction to the receiving Party or others, nor normally furnished to others without compensation, and which the disclosing Party desires to protect against unrestricted disclosure or competitive use, and which is furnished pursuant to this Non-Disclosure Agreement and appropriately identified as being proprietary when furnished.

2) In order for proprietary information disclosed by one Party to the other to be protected in accordance with this Non-Disclosure Agreement, it must be: (a) in writing; (b) clearly identified as proprietary information at the time of its disclosure by each page thereof being marked with an appropriate legend indicating that the information is deemed proprietary by the disclosing Party; and (c) delivered by letter of transmittal to the individual designated in Paragraph 3 below, his designee, or the U.S.

Army. Where the proprietary information has not been or cannot be reduced to written form at the time of disclosure and such disclosure is made orally and with prior assertion of proprietary rights therein, such orally disclosed proprietary information shall only be protected in accordance with this Non-Disclosure Agreement provided that complete written summaries of all proprietary aspects of any such oral disclosures shall have been delivered to the individual identified in Paragraph 3 below, within two (2) calendar days of said oral disclosures. Neither Party shall identify information as proprietary which is not in good faith believed to be confidential, privileged, a trade secret, or otherwise entitled to such markings or proprietary claims.

3) In order for either Party’s proprietary information to be protected as described herein, it must be submitted in written form as set forth in Paragraph (2) above to the U.S. Army, who with Discloser’s permission may further disclose it to Azimuth.

4) Azimuth, as the receiving party, covenants and agrees that it will, notwithstanding that this Non-

Disclosure Agreement may have terminated or expired, keep in confidence, and prevent the disclosure to any person or persons outside its organization or to any unauthorized person or persons, any and all information which is received from the other under this Non-Disclosure Agreement and has been protected in accordance with paragraphs 2 and 3 hereof; provided however, that a receiving Party shall not be liable for disclosure of any such information if the same:

A. Was in the public domain at the time it was disclosed, or

B. Becomes part of the public domain without breach of this Agreement, or

C. Is disclosed with the written approval of the other Party, or

D. Is disclosed after 3 years from receipt of the information, or

E. Was independently developed by the receiving Party, or

F. Is or was disclosed by the disclosing Party to a third Party without restriction, or

G. Is disclosed pursuant to the provisions of a court order.

As between the Parties hereto, the provisions of this Paragraph 4 shall supersede the provisions of any inconsistent legend that may be affixed to said data by the disclosing Party, and the inconsistent provisions of any such legend shall be without any force or effect.

All Confidential Information disclosed by the Discloser hereunder shall remain the property of the Discloser and shall be returned to it, or destroyed, promptly upon request to, and authorization from, the U.S. Army.

5) The standard of care for protecting Proprietary Information imposed on the Party receiving such information, will be that degree of care the receiving Party uses to prevent disclosure, publication or dissemination of its own proprietary information.

6) Discloser agrees to indemnify and hold harmless Azimuth, its Board of Trustees, officers, agents, and its employees from any and all liability or damages, including attorneys’ fees, court costs, and other related costs and expenses, arising out of its permitted use of this information irrespective of the cause of said liability.

7) In providing any information hereunder, the Discloser makes no representations, either express or implied, as to the information’s adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such information, nor shall either Party incur any liability or obligation whatsoever by reason of such information, except as provided under Paragraph 4, hereof.

8) This Non-Disclosure Agreement contains the entire agreement relative to the protection of information to be exchanged hereunder, and supersedes all prior or contemporaneous oral or written understandings and agreements regarding this issue. This Non-Disclosure Agreement shall not be modified or amended, except in a written instrument executed by the Parties.

9) Nothing contained in this Non-Disclosure Agreement shall, by express grant, implication, estoppel or otherwise, create in either Party any right, title, interest, or license in or to the inventions, patents, technical data, computer software, or software documentation of the other Party.

10) Nothing contained in this Non-Disclosure Agreement shall grant to either Party the right to make commitments of any kind for or on behalf of any other Party without the prior written consent of that other Party.

11) Exports of data exchanged under the Agreement may be subject to the export laws of the United

States including, but not limited to, the U.S. International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR). The Parties shall not export, disclose or transfer any such data directly or indirectly without compliance with these and any other applicable laws and regulations.

12) This Agreement may not be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. Any other purported assignment, novation or transfer by one Party not in accordance with this provision shall be a material breach of this Agreement. This Agreement shall benefit and be binding upon the authorized successors and assigns of the Parties.

13) The effective date of this Non-Disclosure Agreement shall be the date stipulated at the beginning of this Agreement.

14) This Non-Disclosure Agreement shall be governed and construed in accordance with the laws of the

Commonwealth of Virginia.

IN WITNESS WHEREOF, the Parties represent and warrant that this Agreement is executed by duly authorized representatives of each Party as set forth below on the date first stated above.

Azimuth Consulting Services COMPANY NAME By:

By:

Name: Kevin Knotts Name:

Title: Contracts Manager Title:

Address: 4031 University Drive Fairfax, VA 22030

Address:

Telephone: 571-212-7017 Telephone: