Attachment J3 - Non-Disclosure Agreement.pdf

NON-DISCLOSURE AGREEMENT

The Undersigned in order to have sufficient information to respond to the Library of Congress Solicitation #030ADV26R0008 (Solicitation), you will receive confidential information. This information provides details on the DC2, DC3, DC4 Data Center addresses at the Library of Congress. Such confidential information may be communicated in written form, electronically, or orally.

1. "Confidential Information” shall mean any and all information, know-how and data, technical or non-technical, disclosed or provided by the Library of Congress, whether disclosed or provided in oral, written, graphic, photographic, electronic or any other form and identified as “confidential information” pursuant to this agreement.

2. The Library of Congress retains the right to refuse delivery of the confidential information to organizations which it does not consider to be essential to the completion of the requirement, or for any other reason.

3. Undersigned agrees to:

a. Hold in confidence and not disclose to third parties any and all Confidential Information provided by the Library of Congress, pursuant to the Solicitation;

b. Use Confidential Information only for the purposes of carrying out the work required to respond to the Solicitation.

c. Safeguard the information in a manner consistent with confidential information held by the company until it is destroyed;

d. Limit access to Confidential Information to those employees within its organization or contractors who reasonably require such access in the preparation of the response to the Solicitation; and

e. Take reasonable and appropriate measures to safeguard from unauthorized use, publication, or disclosure to third parties any Confidential Information received from the Library of Congress.

4. The Undersigned shall inform its employer, co-workers and contractors of the terms of this confidentiality agreement and of the employees’ and contractors’ responsibility to abide by these terms, shall require its employees and contractors with access to Confidential Information to sign a statement agreeing to abide by these terms, and shall ensure that its employees and contractors abide by these terms.

5. The obligations under this Agreement with respect to Confidential Information shall not apply to information:

a. That is or becomes generally known or available to the public without breach of this Agreement;

b. That is known to the undersigned at the time of disclosure, or as evidenced by written records of the Library of Congress;

c. That is disclosed to the receiving party in good faith by a third party who has an independent right to such subject matter and information; or

d. That is required to be disclosed by law or court order.

6. If subpoenaed to testify or produce documents, which could result in such disclosure, the Contractor, to the degree practicable and in accordance with the law, will provide the Library with advance notification to enable the Library to authorize such disclosure or have the opportunity to take action to prevent such disclosure.

The foregoing has been agreed to and accepted by authorized representatives of each party whose signatures appear below.

Acknowledgments:

I have read and agree to abide by the terms of this Agreement.

Name: ____________________________________

Representing (Company): _________________________________

Title: _____________________________________

Signature: _________________________________

Date: _____________________________________