Attachment_A_-_Non-disclosure_Agreement.docx

Attachment A – BEP-RFP-17-0507

AGREEMENT FOR NONDISCLOSURE OF

NONPUBLIC INFORMATION

1) ABCDE, Inc. (the “Company”), with offices located at 12345 Contractor Avenue, Contractorville, VA 22300, agrees to the terms of this agreement (the "Agreement") concerning the Multifarious Test Press that ABCDE, Inc. will provide to the United States Department of the Treasury, Bureau of Engraving and Printing (“Purpose”), which may involve disclosure by the Bureau of Engraving and Printing (“BEP”) to the Company about nonpublic information concerning United States currency.

2) “Nonpublic Information" 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.

3) The Company acknowledges:

a) That the BEP has no obligation to reveal the Nonpublic Information to the Company;

b) That revealing the Nonpublic Information to the Company is a privilege accorded by the BEP, not a right due the Company;

c) That information revealed by the BEP concerning current and potential future United States currency designs and features is considered sensitive and inappropriate for release to the public ;

d) That the BEP has the right to withhold this privilege from companies and individuals as it wishes.

4) In consideration for receiving this Nonpublic Information from the BEP, the Company agrees that:

a) No Nonpublic Information revealed by the BEP to the Company shall be disclosed to any other person or entity without express written authorization by the BEP.

b) The Company will use the same degree of care as it uses to protect its own nonpublic information (e.g., trade secrets, confidential, proprietary information), but no less than a reasonable degree of care, to prevent the unauthorized use or disclosure of the Nonpublic Information. Upon discovery of any misuse or disclosure of Nonpublic Information, the Company will immediately notify the BEP in writing and will act to prevent any further misuse or disclosure.

c) Specifically, under no circumstances shall the Company communicate with any person or entity regarding the Nonpublic Information without express written authorization by the BEP.

5) The Company may disclose the Nonpublic Information within its organization, and to its professional advisors, but only to those having a need to know for the Purpose set forth above, and having an obligation to protect the Nonpublic Information as required by this Agreement. The Company may make only such copies of the Nonpublic Information as are necessary to fulfill the Purpose set forth above. Any such copies must reproduce any protective legends included therein.

6) The Company acknowledges that its obligations are necessary and reasonable in order to protect the BEP, and agrees that monetary damages may be inadequate to compensate the BEP for any breach by Company of its covenants and agreements set forth herein. Accordingly, Company agrees and acknowledges that any such violation or threatened violation shall cause irreparable injury to the BEP and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the BEP shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Company.

7) The Company agrees that upon the request of the BEP, it shall provide a written certification to the BEP that all Nonpublic Information in its possession, in whatever form, has been destroyed or permanently deleted and erased from any and all of its computer systems.

8) The Company acknowledges that this Agreement and its obligations will continue indefinitely.

9) 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.

11) IN WITNESS WHEREOF, Company accepts and agrees to the above provisions as of the effective date of this Agreement, and has caused this Agreement to be executed by a duly authorized representative.

COMPANY: _______________________________________

By: ______________________________________________ (Signature) Date: __________________________ _________________________________________________ (Printed Name) Title: _____________________________________________