Attachment 5 - Non-Disclosure Agreement (NDA).pdf

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A-6008-125 (REV 2)

Page of Hanford Mission Integration Solutions (HMIS) SUBCONTRACTOR/VENDOR NON-DISCLOSURE AGREEMENT (NDA) (Continued)

A-6008-125 (REV 2)

Page of Hanford Mission Integration Solutions (HMIS)

SUBCONTRACTOR/VENDOR NON-DISCLOSURE AGREEMENT (NDA)

PARTIES

This Non-Disclosure Agreement (NDA) is made by and between having a place of business at and authorized to act on behalf of

GENERAL

Purpose: Prevent the unauthorized disclosure of information described herein. The parties intend for this agreement to limit the release of confidential information to anyone not a part to this agreement, except as provided herein. This nondisclosure extends to the confidential information the parties provide to each other as well as any information developed or resulting from the scope of the agreement.

Scope: The information is being provided to facilitate Flow-Down: If a party must share information in futherance of the scope, that party shall use this form to follow-down the requirements of tis NDA. Information may not be flowed down to Foreign Nationals unless they have been previously identified and approved to perform work for the Hanford Site. Failure to flow-down the NDA subjects the party sharing the information to any resulting consequences of that failure.

Choice of Law and Venue: This agreement will be governed and construed under the laws of the State of Washington. Venue for all legal proceedings arising from this agreement must be in the appropriate court in Benton County, Washington, or federal court in the Eastern District of Washington.

Duration: The obligations within this agreement commence upon signing and survive the completion of the purpose and scope of this agreement and the completion of HMIS's contract with the DOE.

Applicability: These provisions are consistent with and do not supersede, conflict with, or otherwise alter obligations, rights, or liabilities created by existing statute or Executive order relating to: (a) classified information; (b) communications to Congress; (c) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety; or (d) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive Orders (E.O.) and statutory provisions are incorporated into this agreement.

DEFINITIONS

Classified Information: Information, regardless of form or characteristics, which is classified by statute or E.O. Such information includes: (1) Restricted Data (RD) or Formerly Restricted Data (FRD) classified by the Atomic Energy Act or Title 10, Code of Federal Regulation part 1045; (2) Transclassified Foreign Nuclear Information (TFNI) classified by the Atomic Energy Act, and (3) National Security Information (NSI) classified by E.O. 13526 or prior E.O.

Confidential/Sensitive Information: Information disclosed, known, or generated from the purpose and scope of this agreement, is not generally known outside either of the party's business, and is related to the respective party's business, including third party information the respective party may disclose in furtherance of this agreement. Confidential Information includes, but is not limited to, trade secrets, inventions, processes, formulas, systems, computer programs and vulnerabilities, plans, programs, studies, techniques, system data, and business and technical information.

Exclusions: Confidential information does not include information that is : (a) rightfully known by recipient prior to the disclosure without restriction as to use or disclosure; (b) independently developed by a party without use of the other party's confidential information and without breach of this agreement; or (c) rightfully received by a party from a third party without restriction on use or disclosure.

Public Information: Information, regardless of form or format, that a governmental agency discloses, disseminates, or makes available to the public. A release of information accompanied by an appropriately executed NDA is not a public release.

USE & NON-DISCLOSURE

Classified information will not be disclosed unless specifically authorized to do so by the United States Government.

In the performance of the described purpose and the scope of this agreement, the parties understand the possibility either may have access to confidential or sensitive information including, but not limited to, Official Use Only, personnel information, financial and cost data, scope and statements of work and/or specification used in competitive acquisitions, source selection information, legal documents, bid and proposal information, and current contract proprietary information such as labor rates and other pricing data, or other business sensitive information.

The parties agree that all confidential information provided pursuant to the agreement remains the sole and exclusive property of the party providing the information and the parties will use the provided information only for the purpose and scope of this agreement. The parties also agree that any information is provided "as is" in good faith furtherance of the agreement and neither shall have a cause of action against the other for any resulting harm caused from using the information.

The parties agree not to disclose, without express written permission, any sensitive or confidential information as described herein, either directly or indirectly, to any person other than an individual authorized to have access to the information in furtherance or the purpose and scope.

The execution of this NDA by an individual on behalf of a legal entity, such as a company, means the duties described herein apply to all members of that company. It is the company's responsibility to ensure its employees comply with the nondisclosure requirements and obtain NDA's if it is necessary to disclose protected information to a subcontractor or vendor.

The parties understand unauthorized disclosure of such information may subject either party to administrative and/or civil penalties. If a party discloses information in violation of this agreement, it agrees to indemnify against any resulting harm.

Upon termination of this agreement, the parties shall promptly destroy or return all disclosing party's confidential information and cease to make any further use of such confidential information. Either party may retain an archival copy of confidential information to meet data retention requirements provided such archival copy remains subject to the terms of this agreement.

EXECUTION

By signing the Agreement, the party agreeing to be subject to an NDA acknowledges is has read and fully understands the requirements set forth herein. The signing party understands strict compliance with these requirements is necessary, and that failure to comply could result in serious consequences. Compliance is essential to satisfying contractual obligations and violation of this agreement may result in substantial harm requiring the parties to seek legal remedies. Neither party shall assign or otherwise transfer its rights under this agreement without the prior written consent of the other party except to the extent the DOE requires.

Lemmons, Amy M

HMIS

Finn, Travis L

A-6008-125 REV 2

06/09/2021 Subcontractor/Vendor Non-Disclosure Agreement (NDA) 02/15/2024