B08_Attachment 0005_WDF-Non-Gov Advisor NDA (W9133L22R1004).docx

AVA

S Listen. Solve. Secure.

A QIVLIQ Company

Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made between Western Door Federal, LLC (hereinafter “WDF”) a Delaware limited liability company having a principal place of business at 1420 Central Park Boulevard, Suite 204, Fredericksburg, VA 22401 AND [INSERT COMPANY NAME] (“Company”), a [INSERT COMPANY TYPE] with offices located at [INSERT COMPANY ADDRESS].

WDF and Company wish to specify the conditions under which confidential Information may be exchanged for the purpose of company’s response to solicitation number W9133L22R1004 (“Solicitation”). Technical and cost/price data submitted to the Government in response to this solicitation may be released to WDF’s non-Government advisors for review and analysis. In consideration of the foregoing, WDF and Company agree as follows:

1. Confidential Information “Confidential Information” shall mean information or materials provided by one party to the other which are in tangible form and labeled “confidential”, “proprietary” or the like, or, if disclosed orally, are identified as being confidential at the time of disclosure and are followed up within two (2) weeks in a tangible form that is appropriately labeled. Such information may include, but is not limited to, technical, financial, marketing, staffing and business plans and information, specifications, drawings, prices, costs, customer information, procedures, proposed products, processes, business systems, software programs, techniques, and like information of, or provided by the disclosing party. Confidential Information shall not include information or materials that: (1) were, on the effective date of this Agreement, generally known to the public; or (2) become generally known to the public after the effective date of this Agreement other than as a result of the act or omission of the receiving party; or (3) were rightfully known to the receiving party prior to that party receiving same from the disclosing party; or (4) are or were disclosed by the disclosing party to a third party generally without restriction on disclosure; or (5) the receiving party lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (6) are independently developed by the receiving party; or; (7) are requested of discloser by any court or government agency pursuant to written court order, subpoena, regulation or process of law.

In the event of such legal requirement, the receiving party must first provide disclosing party with prompt written notice and cooperate with disclosing party to appropriately protect against or limit the scope of such disclosure. To the fullest extent permitted by law, receiving party will continue to protect as confidential and proprietary all Confidential Information disclosed in response to a written court order, subpoena, regulation or process of law.

2. Points of Contact The points of contact with respect to the transmission and control of Confidential Information under this Agreement are designated by the respective parties as follows:

Name:

Title:

Address:

Fredericksburg, VA 22401

E-mail:

Phone:

3. Restrictions on Disclosure and Use The receiving party shall be held to the same standard of care it applies to its own information and materials of a similar nature. Receiving party shall not: (1) make Confidential Information available to any of its employees or consultants who do not have a “need to know” in order to carry out the purposes of this Agreement; or (2) use Confidential Information for any purpose other than contemplated by this Agreement. Additionally, the receiving party may disclose Confidential Information to the Government for the purposes of evaluating the Company’s submission to the Solicitation.

4. Ownership and Relationship All Confidential Information disclosed under this Agreement shall remain the property of the disclosing party. This Agreement does not create any agency, partnerships or business relationship between the parties. Further, no license under any patent or other intellectual property right is granted or conveyed by this Agreement or by one party disclosing Confidential Information to the other.

5. Term and Termination The effective date of this Agreement shall be the date the receiving party signs. The term of this Agreement shall be one (1) year from the effective date unless terminated earlier by written notice of either party. Notwithstanding the forgoing, this Agreement shall automatically extend beyond one (1) year if the subject solicitation has not been awarded or cancelled, and shall subsequently terminate as soon as the government awards a final contract under the solicitation, or if the solicitation is cancelled for any reason. Termination of this Agreement shall not relieve a party of its obligations under Article 3 above which shall continue for a period of three (3) years from the date of the disclosure under this Agreement.

6. Miscellaneous

a) This Agreement shall be governed by the laws of the State of Delaware.

b) Neither party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other.

c) Proprietary Information exchanged by the Parties may be subject to restrictions imposed by the U.S. Government. The Parties shall comply with all such applicable laws and regulations.

d) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and it supersedes any prior or contemporaneous written or oral agreement. This Agreement shall not be modified except by written agreement dated subsequently.

e) WDF and Company agree that this agreement does not constitute any agreement in any form that the parties are exclusive to each other, nor does this agreement serve as a teaming agreement.

AGREED AND ACCEPTED BY:

Signature:

Signature:

Printed Name:

Title:

Date:

Date:

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