Attachment_A_-_Non-Disclosure_Agreement_(NDA).pdf

NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT is made with effect from ____ day of ______, 201_

(the “Effective Date”) between:

(1) [COMPANY] whose registered office is at ___________________; and

(2) BUREAU OF ENGRAVING AND PRINTING, whose principal place of business is at 14th and C

Streets, SW, Washington, DC 20228 (BEP).

WHEREAS

[ ] and the BEP wish to enter into discussions during which it will be necessary for each party (the

"Disclosing Party") to disclose to the other (the "Receiving Party") information of a confidential, non public, or proprietary nature (irrespective of the form of presentation or communication including, but not limited to, computer software and data, physical objects and samples) provided that any disclosure of Information made in writing shall be marked confidential or with words of similar effect and that any disclosure made orally shall subsequently be reduced to writing by the Disclosing Party and marked confidential or with words of similar effect with a copy sent to the Receiving Party within 21 days of disclosure (“Information”). Explicitly covered is “Nonpublic Information” which means any processes, images, designs, representations, details, drawings, or specifications about current and potential future United States currency designs and/or features or manufacturing, developmental and/or operational processes, and any information derived therefrom with such specificity as to identify the confidential and proprietary content within, that is disclosed or made available by the BEP to the Company. It shall also mean security arrangements and strategies of BEP; economic data;

financial, statistical and personnel data; procurement sensitive information, pre-decisional deliberative data;

vendor / supplier information; law enforcement privileged information; attorney-client privileged information;

personally identifiable information; trade-secret information; and non-public or proprietary information included in BEP’s or BEP’s Inspector General’s investigation, audit, evaluation, procurement, financial, personnel, legal or any other BEP files.

IT IS AGREED AS FOLLOWS:

1. This Agreement will apply to any disclosure of Information on the Effective Date and for 5 years thereafter.

The opportunity to provide Information under this Agreement may be terminated at any time upon 30 days' written notice or immediately if either party has reason to believe that the other party is in breach of any of the obligations contained herein. Such termination or any expiration shall not affect any obligation imposed by this Agreement with respect to Information received prior to such termination.

2. The Receiving Party shall keep confidential the Information for five (5) years from the date of disclosure, and shall not disclose the Information to any other person or company without the Disclosing Party’s prior written consent, and shall not itself make any use of such Information for any purpose other than the purpose of technology development for potential use in United States banknotes (“the Authorized

Purpose”).

3. The Receiving Party shall: (a) take the same care in protecting the Disclosing Party's Information as it takes in protecting its own confidential information and in any event not less than that which a reasonable person or business would take in protecting its own confidential information; (b) other than as set forth in paragraph 4, only disclose Information on a need-to-know basis to such of their employees, agents, consultants and contractors, including for the BEP, staff of the Board of Governors of the Federal Reserve

System, the U.S. Secret Service, the Currency Technology Office of the Federal Reserve Bank of

Richmond, and the PricewaterhouseCooper (PwC) members of the Currency Quality Assurance team, who are under similar obligations of confidentiality as contained in this Agreement including, but not limited to, the use of the Information for the Authorised Purpose only; and (c) forthwith upon receipt of a written request from the Disclosing Party or upon termination:

(i) return all information supplied by the Disclosing Party as well as items and materials relating to or derived from the Information;

(ii) deliver to the Disclosing Party or at its request destroy immediately all items and materials made by the

Receiving Party containing Information, that are not returned pursuant to paragraph (i) above;

Attachment A

(iii) not keep copies or duplicates of any items or materials referred to in paragraphs (i) or (ii) above; and

(iv) provide a certificate signed by a senior officer of the Receiving Party confirming that the provisions of this clause have been complied with.

4. Notwithstanding any other provision herein, the receiving Party may disclose Confidential Information if legally compelled to do pursuant to administrative or judicial proceedings or other similar legal process or requirement of law, including, if compliance is deemed compulsory, a request or demand from a duly authorized committee of the United States Senate or House of Representatives; provided, however, that the receiving Party shall give notice of the request or requirement, unless notice is prohibited by statute, rule or court order, so that the party whose Confidential Information is at issue may seek protection against disclosure.

5. This Agreement shall not apply to any Information which the Receiving Party: (a) can show is or becomes publicly available through no fault of the Receiving Party; (b) can show was in its possession prior to the date of disclosure; (c) may subsequently receive from any third party legally in possession of the

Information and who was not restricted from disclosing it; (d) can show is independently acquired by the

Receiving Party as a result of work carried out by an employee, consultant or contractor of the Receiving

Party to whom no disclosure of Information has been made; or (e) is required to disclose pursuant to a court order or relevant stock exchange provided that the Receiving Party shall have given prior written notice to the Disclosing Party.

6. This Agreement shall not be deemed to confer or imply the grant or agreement to grant by the Disclosing

Party to the Receiving Party of any of its rights under copyright, patents, trademarks, design rights or other similar rights. All Information supplied hereunder is supplied on an “as is” basis and the Disclosing Party gives no representation or warranty as to its accuracy, completeness or fitness for any purpose. The

Disclosing Party shall not be liable for any loss or damage suffered by the Receiving Party as a result of the

Receiving Party’s use of the Information.

7. This Agreement does not create any agency or partnership relationship. This Agreement will not be assignable or transferable by either party. All additions or modifications to this Agreement must be made in writing and must be signed by both parties.

8. Notices shall be delivered personally, or by prepaid first class mail, or transmitted by facsimile to the parties at such address or number as the parties shall specify from time to time.

9. The parties agree this Agreement shall be construed and interpreted in accordance with the laws of the

United States of America, without giving effect to the principles of conflicts of law thereof. If any provision of this Agreement shall be or become illegal or unenforceable in whole or in part the remaining provisions shall nevertheless be valid, binding and enforceable.

10. These provisions are consistent with and do not supersede, conflict with or otherwise alter the employee obligations, rights or liabilities created by existing statute or Executive Order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions and liabilities created by controlling Executive Orders and statutory provisions are incorporated into this Agreement and are controlling.

This Agreement contains the entire understanding relative to the protection of the Information covered by this

Agreement, is executed by authorised representatives of each party and supersedes all prior and collateral communications, reports and understandings, if any, between the parties regarding the Information.

For and on behalf of For and on behalf of

[COMPANY] BUREAU OF ENGRAVING AND PRINTING

Signed Signed

Name Name

Title Title

Date Date