B08_RESCUE NDA NGLD-M_2020.pdf

NON-DISLOSURE AGREEMENT (2020)

1. The parties to this Agreement are ___________________________________________________ (Employee Name and Company, hereinafter also called CONTRACTOR) and the United States Army Combat Capabilities Development Command (CCDC), Command, Control, Communications, Computer, Cyber, Intelligence, Reconnaissance, & Surveillance Center (C5ISR CENTER), Space and Terrestrial Communications Directorate (S&TCD), Cyber Security and Information Assurance (CSIA) Division, on behalf of the United States (US) Government.

2. “Proprietary Information” means information pertaining to concepts, processes, drawings, documents, hardware prototypes, source code, test data, and topics provided for the duration of the Reprogrammable Single Chip Universal Encryptor (RESCUE) contract. Proprietary Information may be received by way of hard copy or electronically. Proprietary Information also includes oral information pertaining to processes, drawings, hardware prototypes, and test data provided during the course of the contract.

This Agreement is not limited in scope to the Proprietary Information belonging to the U.S.

Government and received by CONTRACTOR during the term of the RESCUE contract. This Agreement includes Proprietary Information belonging to any company participating with RESCUE prime contractor. This Non-Disclosure Agreement (NDA) is specifically for the following C5ISR CENTER S&TCD efforts:

Contract # W15P7T-14-D-A215, Task Order KY01.

The Technical Point of Contacts (TPOCs) is Shahin Cook, (443) 395-5612, shahin.cook.civ@mail.mil.

3. The CONTRACTOR is only granted use of the Technical Data Package for tailoring and embedding the RESCUE design into the Next Generation Load Device – Medium (NGLD-M) while protecting any proprietary information for the purposes contemplated by 35 U.S.C. 2051, which authorizes Federal agencies to withhold from disclosure to the public information disclosing any invention in which the Federal Government owns or may own a right, title, or interest (including a nonexclusive license) for a reasonable time in order for a patent application to be filed and to protect application documents after filing.

4. CONTRACTOR must treat and hold all Proprietary Information received under this Agreement in confidence and with at least the same degree of care as that with which they protect their own Proprietary Information of like importance. CONTRACTOR must not use such Proprietary Information other than for the purposes defined in Paragraph 3 herein and must not disclose such Proprietary Information to anyone except those CONTRACTOR employees assigned to use such information for the purposes defined in Paragraph 4 herein.

5. Without additional express written permission from C5ISR CENTER S&TCD on behalf of the US Government, Proprietary Information received by CONTRACTOR is subject to the following additional restrictions:

a. CONTRACTOR must not release or display any “Proprietary Information” to any person or business entity except as permitted herein.

b. CONTRACTOR must not use, modify, reproduce, release, or display such information for purposes of commercial product development or in support of development services under a Government contract.

c. CONTRACTOR must provide back all changes and additions to the provided source code, documentation, and RESCUE artifacts to the Government with Unlimited Rights.

6. CONTRACTOR has no duty under this Agreement to protect any of the following information.

a. Information that, at the time of receipt under this Agreement, is in the public domain;

b. Information that, after receipt under this Agreement, enters the public domain through no breach of this Agreement;

c. Information that, after receipt under this Agreement, is obtained from a third party who is lawfully in possession of such information and who is under no duty to protect the information on a confidential basis;

d. Information that is independently developed by CONTRACTOR prior to acceptance of the Proprietary Information received under this Agreement; or

e. Information that may be necessary for the prosecution of any legal action or information subject to a valid production order by a tribunal of competent jurisdiction, provided that all related protective orders are properly respected.

7. This Agreement is neither assignable nor transferable by either party.

8. Nothing in this Agreement may be construed as granting to either party the right to make commitments of any kind on behalf of the other party except as authorized in the RESCUE contract.

9. Nothing contained in this Agreement may be interpreted as granting any rights to CONTRACTOR by license or otherwise, expressed or implied, in any invention or discovery, or any patent that is made or acquired by either party, before or after the effective date of this Agreement except as authorized by the RESCUE contract.

10. Neither termination nor expiration of the Agreement relieves CONTRACTOR of any nondisclosure duty accepted herein. The duration of this Agreement is activated from the signature date until otherwise notified in writing by CCDC C5ISR CENTER S&TCD CSIA on behalf of the US Government.

11. Executed on the date shown below:

By: ___________________________________________

Name: ___________________________________________

Title: ___________________________________________

Date: __________________________

1 Federal agencies are authorized to withhold from disclosure to the public information disclosing any invention in which the Federal Government owns or may own a right, title, or interest (including a nonexclusive license) for a reasonable time in order for a patent application to be filed. Furthermore, Federal agencies shall not be required to release copies of any document which is part of an application for patent filed with the United States Patent and Trademark Office or with any foreign patent office.