Attachment III - Non-Disclosure Agreement.pdf

NON-DISCLOSURE AND CONFLICTS OF INTEREST AGREEMENT

I, ______________________________, (“Personnel”) am working as a representative of ____________________ (“Contractor”) on the Project titled “____________________________.”

I. DEFINITIONS

For purposes of this agreement, USAID nonpublic data will include, but not be limited to, the following:

a. All contract, grant, and cooperative agreement terms, conditions, pricing, costs, or any other information regarding such contracts, grants, and cooperative agreements,

b. All USAID policies and procedures that are not in the public domain,

c. Any USAID budget or financial information that is not in the public domain,

d. Any procurement sensitive or source selection information, or other information regarding a pending procurement, that is not in the public domain,

e. Any work product, reports, and publications generated by Contractor during the course of Contractor’s performance of the Project that contains any nonpublic USAID data,

f. Any work product, information, reports, and publications generated by Contractor using the nonpublic USAID data received by Contractor under the Project, or

g. Any additional nonpublic USAID data that is obtained by Contractor as a direct result of its performance of this agreement and the Project.

“Information regarding a pending procurement” includes, but is not limited to, information such as the identity and number of applicants, the method of procurement, the number and identity of Government personnel involved, and the schedule of key technical and procurement events in the source selection process. It also includes information dealing with the development and/or design of a procurement, its corresponding RFP/RFA/APS and information on the evaluation of another procurement that is/may be relevant to or influenced by the development and/or design of said procurement.

Nonpublic information is information that Personnel gains by reason of his/her work on the Project, and that he/she knows or reasonably should know has not been made available to the general public. This includes information that is protected from disclosure by statute, Executive Order or regulation; information that is otherwise designated as confidential by an agency; or information that has not been disseminated to the general public and is not authorized to be made available to the public on request. Unless the Personnel is personally aware of a specific public disclosure of such information, the Personnel should assume all information gained under his/her work on the Project is nonpublic.

Source selection information includes any information prepared for use by USAID for the purpose of evaluating a bid or proposal resulting in a contract award, if that information has not been previously made available to the public. Source selection information includes, for example, 1) offerors' technical and cost/price proposals; 2) identity of offerors; 3) source selection or acquisition plans (including non-published draft scopes of work, cost estimates, and activity and acquisition planning documents); 4) technical or cost evaluation documents, including evaluator score sheets and technical evaluation memos; or

5) other information marked as "source selection information" based on a case-by- case determination by the Contracting Officer (CO) such that its disclosure would jeopardize the integrity or successful completion of the procurement.

II. NON-DISCLOSURE

During the course of Personnel’s work on the Project, Personnel will receive access to USAID data. Personnel will not use any nonpublic USAID data for any purpose outside the scope of the Project, transmit, publish or disclose any nonpublic USAID data to any Personnel who are not working on the Project (including members of the Board of Directors) or third parties, or remove any nonpublic USAID data from USAID’s premises.

Personnel will not use any nonpublic USAID data for business or personal gain.

Personnel will not discuss with, or reveal to, any representative of any business organization or other entity, or any individual person outside of the Project, either within or outside the United States Government, any nonpublic USAID data.

All USAID data will remain the property of USAID, and Personnel does not receive a license to use, release, reproduce, distribute, or publish any USAID data, nor can Personnel authorize others to do so. Personnel shall not assert copyright, or other ownership right or license, in USAID data.

Personnel acknowledges that the unauthorized disclosure of any nonpublic USAID data may result in the termination of his/her participation in the Project.

In the event Personnel releases any nonpublic USAID data, Personnel agrees to notify Contractor, as well as USAID, as soon as practicable. The notification will identify the business organization or other entity, or individual person, to whom the nonpublic USAID data in question was divulged and the content of that USAID data.

III. CONFLICT OF INTEREST

Both USAID and Personnel wish to avoid any situation that creates either an actual conflict of interest or an appearance thereof. Personnel is not aware of any information bearing on an actual or potential conflict of interest. Personnel will immediately disclose any such information to Contractor and USAID. Personnel agrees to attend a briefing from the USAID Designated Agency Official (DAEO) upon commencement of his/her duties, and will work with the DAEO to identify, address, and/or mitigate any potential conflicts.

A Personnel has a conflict of interest or the appearance of a conflict of interest in the Project if one or more of the following factors are present:

a. He or she has a financial interest in seeking any official action by USAID, doing business or seeking to do business with USAID, or has an interest that may be substantially affected by performance or nonperformance of any USAID employee’s official duties.

b. His/her spouse, minor child, or partner is seeking any official action by USAID, doing business or seeking to do business with USAID, or has an interest that may be substantially affected by performance or nonperformance of any USAID employee’s official duties.

c. An organization in which he/she is serving as an officer, director, trustee, partner or employee is seeking any official action by USAID, doing business or seeking to do business with USAID, or has an interest that may be substantially affected by performance or nonperformance of any USAID employee’s official duties.

IV. CERTIFICATIONS

1. I have read and understand this Non-Disclosure and Conflicts of Interest Agreement (“Agreement”).

2. I will comply with the terms of this Agreement.

3. I have made inquiry, and to the best of my knowledge and belief, no actual or potential conflict of interest or unfair competitive advantage exists with respect to the services to be provided by me for the Project.

or

I have worked with the USAID Designated Agency Ethics Official (DAEO) and have mitigated any perceived potential conflict of interest or unfair competitive advantage that may have existed with respect to the services provided by me for the Project.

4. Should additional facts or circumstances arise that may affect an actual or potential conflict of interest, I will notify the USAID Designated Agency Ethics Official (DAEO) immediately.

Signature: ________________________________________________

Printed Name: ________________________________________________

Title: ________________________________________________

Date: ________________________________________________