Attachment 2 Non Disclosure Agreement.pdf

W51AA1-25-R-0041

ATTACHMENT 2: NON-DISCLOSURE AGREEMENT (NDA)

The undersigned, , an authorized representative of (which is hereinafter referred to as the “Recipient”) and a vendor interested in competing for a contract by submitting a proposal under Solicitation W51AA1-25-R-0041 issued by Tobyhanna Army Depot (TYAD), requests the United States Government to provide the Recipient with technical data (hereinafter referred to as “Data”)

In consideration for receiving such Data, the Recipient understands, agrees, and promises to use the Data strictly in accordance with this Agreement:

1) The Recipient shall use, modify, reproduce, release, perform, display, or disclose Data only for United States Government Purposes (but which shall specifically exclude any use in connection with U.S. Government sales or transfers to foreign governments, international organizations, or multi-national defense organizations), and shall not do so for any other purposes, including without limitation commercial, internal research and development, or foreign government purposes.

The Recipient shall not release, perform, display, or disclose the Data without the express written permission of the U.S. Government to any person other than Recipient’s subcontractors or suppliers, or prospective subcontractors or suppliers, who require the 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 execute and abide by a written agreement substantively identical to this Use and Non-Disclosure Agreement prior to disclosing or releasing any Data to such persons. Any such agreement must be consistent with the terms of this Use and Non-Disclosure Agreement. The Recipient shall notify the Contracting Officer prior to disclosing Data to its subcontractors or suppliers.

2) Recipient will not use or disclose the identified nonpublic information for any purpose other than that required to respond to Solicitation W51AA1-25-R-0041 or perform the contract following award, and will not use or disclose the information in furtherance of any business, personal, or other purpose whatsoever.

3) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect the Data from inadvertent release or disclosure to unauthorized third parties.

4) If the Recipient becomes aware of any improper release or disclosure of such nonpublic information, Recipient will promptly inform the TYAD Contracting Officer, in writing, of the disclosure.

5) Recipient understands that an improper disclosure of nonpublic information could subject Recipient and its employees to criminal or civil penalties.

6) The Recipient agrees to accept the Data “as is” without any Government or Contractor 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.

7) 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.

8) The Recipient agrees to destroy the Data, and all copies of the Data in its possession, no later than 30 days after contract award if Recipient is unsuccessful, or if awarded a delivery order under this Multiple Award Indefinite Delivery Indefinite Quantity (MA/IDIQ) Contract, within 1 year after delivery and acceptance, of each delivery order, by the Government. The Recipient also agrees to have all persons to whom it released the Data destroy the Data by that date, and to notify the Contractor in writing that the Data have been destroyed.

9) This Agreement shall be effective for the period commencing with the Recipient’s execution of this Agreement and ending upon contract completion. The obligations imposed by this agreement shall survive the expiration or termination of the Agreement.

10) In compliance with U.S. Department of Commerce Export Administration Regulations and the U.S. Department of State International Traffic in Arms Regulations as they exist during the applicability of this Agreement, and notwithstanding any other provision of this Agreement, neither party shall attempt to, nor knowingly, export or re-export to any country or individual prohibited from obtaining such data, either directly, or indirectly through affiliates, licensees, or subsidiaries, any U.S. source technical data acquired from the other party, any products utilizing such data, or any proprietary/confidential information provided under this or any ancillary agreements, to any countries outside the U.S. which export may be in violation of U.S. Export Laws or Regulations. Nothing in this provision shall relieve the recipient from any other obligation stated elsewhere in this Agreement not to disclose such information.

11) Recipient will require that each of its employees and subcontractor/subcontractor employees with access to or knowledge of TYAD nonpublic information shall sign an acknowledgment and agreement (Attachment A) that fully reflects the requirements of this agreement. A copy of each acknowledgment and agreement shall be provided to the TYAD contracting representative.

IN WITNESS WHEREOF, the undersigned authorized representative does execute this Agreement on behalf of the Recipient as of the date written below.

Printed Name:

Title:

Signature:

Date:

This Agreement is made within the jurisdiction of the United States Government and could subject signatory to penalties pursuant to 18 USC 1001, False Statements.

Return original signed form to responsible government Contracting Officer.

W25G1V-18-R-0017

Attachment A

NON-DISCLOSURE AGREEMENT

I, _____________________________ (name), _____________________(job description or title), an employee or subcontractor employee of ______________________________________(name of company), a potential offeror for Solicitation W51AA1-25-R-0041 issued by Tobyhanna Army Depot (TYAD), am likely to have access to nonpublic information and have read the attached Non- Disclosure Agreement signed by ______________________________, on ______________(date), pertaining to restrictions on the release of nonpublic technical data and agree to abide by it terms in the performance of the referenced agreements.

Employee Name

Employer Name

Date

THIS CERTIFICATION CONCERNS A MATTER WITHIN THE

JURISDICTION OF AN AGENCY OF THE UNITED STATES AND

THE MAKING OF A FALSE, FICTITIOUS OR FRAUDULENT

CERTIFICATION MAY RENDER THE MAKER SUBJECT TO

CRIMINAL PROSECUTION