APPENDIX_C_-_Nondisclosure_Agreements.docx

NON-DISCLOSURE AGREEMENT (CONTRACTOR)

A. Intending to be legally bound, _____________________ hereby accepts the obligations contained in this Agreement in consideration of being granted conditional access to USCCR sensitive, confidential or non-public information. For purposes of this Agreement, “sensitive, confidential or non-public information,” is defined as information generated by or in the possession of the USCCR (including information to be provided to USCCR pursuant to an examination) that is commercially valuable, trade secret, market sensitive, proprietary, related to an USCCR enforcement or examination matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed sensitive, confidential or non-public by an USCCR office head, and is not otherwise available to the public. This definition applies to sensitive, confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of sensitive, confidential or non-public information include corporate financial data provided to the USCCR that has not been made public; USCCR planned or contemplated courses of action regarding USCCR examinations, investigations, and enforcement actions; and USCCR personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

B. The Contractor acknowledges that any conditional access to USCCR sensitive, confidential and non-public information is granted to Contractor for the sole purpose of performing its obligations under USCCR Contract ___________________. This Agreement does not grant Contractor access to information or materials that the USCCR determines in its sole discretion are inappropriate for disclosure to Contractor.

C. For purposes of this Agreement, an "unauthorized person" is anyone other than (1) an officer or employee of the USCCR, (2) an employee of the Contractor who has executed a non-disclosure agreement with the USCCR under the Contract, (3) an employee of a subcontractor of the Contractor who has executed a non-disclosure agreement with the USCCR under the Contract, and whose employer advises Contractor as such, or (4) any individual that the Contracting Officer expressly designates as a person authorized to receive the sensitive, confidential or non-public information at issue.

D. Contractor acknowledges that other federal laws and regulations may also prohibit the disclosure of sensitive, confidential and non-public information received pursuant to the Contract. Contractor is aware of such laws and regulations and agrees to comply with the standards for protecting sensitive, confidential and non-public information in accordance with the laws and regulations applicable to the specific information to which it has access.

E. If there is doubt as to whether a document or information is sensitive, confidential or non-public, or whether a proposed recipient of a document or information is an unauthorized person, the Contractor shall request clarification from the Contracting Officer, Contracting Officer’s Representative or Designated Government Representative.

F. The Contractor acknowledges that disclosure of sensitive, confidential or non-public information in violation of this agreement could subject the Contractor to administrative, civil, or criminal action, as appropriate, under the laws and regulations applicable to the information involved. Violation of this Agreement may also constitute a ground for termination of the Contractor’s underlying Contract with the USCCR, and/or suspension and debarment from receiving future federal contracts. Contractor understands that the United States Government may seek any remedy available to it to enforce this Agreement, including but not limited to application for a court order prohibiting disclosure of information in violation of this Agreement.

G. Each provision of this Agreement is severable. If a court should hold any provision of this Agreement unenforceable, all other provisions shall remain in full force and effect.

H. Contractor acknowledges that all conditions and obligations created by this Agreement apply during the performance of the underlying USCCR Contract and thereafter with respect to information accessed by Contractor that remains sensitive, confidential or non-public.

I. The person signing this Agreement on behalf of Contractor warrants that he or she has the authority to enter into this Agreement on behalf of Contractor.

Contractor Name: ___________________________

Signature & Title: _________________________________

Date: _________________________________

This Agreement was accepted by the undersigned on behalf of the USCCR as a prior condition of conditional access to sensitive, confidential and non-public information.

NON-DISCLOSURE AGREEMENT (EMPLOYEE)

A. I, _______________________, hereby consent to the terms in this Agreement in consideration of my being granted access to certain United States Government documents or material containing sensitive, confidential or non-public information. For purposes of this Agreement, “sensitive, confidential or non-public information,” is defined as information generated by or in the possession of the USCCR (including information to be provided to USCCR pursuant to an examination) that is commercially valuable, trade secret, market sensitive, proprietary, related to an USCCR enforcement or other similar matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed sensitive, confidential or non-public by an USCCR division director or office head, and is not otherwise available to the public. This definition applies to sensitive, confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of sensitive, confidential or non-public information include corporate financial data provided to the USCCR that has not been made public; USCCR planned or contemplated courses of action regarding USCCR examinations, investigations, and enforcement actions; and USCCR personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

I understand and agree to the following terms and conditions:

1. By being granted access to sensitive, confidential or non-public information, the USCCR has placed special confidence and trust in me and I am obligated to protect this information from unauthorized disclosure, in accordance with the terms of this Agreement.

2. I am being granted access contingent upon my execution of this Agreement for the sole purpose of performing pursuant to USCCR Contract _____________________. This approval will permit me access to certain information, pertaining to alleged Federal personnel violations, information and other proprietary data such as, documents, memoranda, reports, deliberations, and/or to attend meetings in which such information is discussed or otherwise made available to me. This Agreement will not allow me access to materials which the USCCR has predetermined, in its sole discretion, are inappropriate for disclosure pursuant to this Agreement.

3. I will not divulge any sensitive, confidential or non-public information, which is provided to me pursuant to this Agreement to anyone, unless I have been advised in writing by the USCCR that the individual is authorized to receive it.

4. If there is doubt as to whether a document or information is sensitive, confidential or non-public information, or whether a proposed recipient of a document or information is an unauthorized person, I shall request clarification from the Contracting Officer or Contracting Officer’s Representative or Designated Government Representative.

5. If I violate the terms and conditions of this Agreement, I understand that the unauthorized disclosure of sensitive, confidential or non-public information could compromise the integrity of USCCR and its programs.

6. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my access to sensitive, confidential or non-public information. This may serve as a basis for denying me access to USCCR information that is sensitive, confidential or non-public information in the future.

7. I acknowledge that disclosure of sensitive, confidential or non-public information in violation of this agreement could subject me to administrative, civil, or criminal action, as appropriate, under the laws and regulations applicable to the information involved. Violation of this Agreement may also constitute a ground for termination of the Contractor’s underlying Contract with the USCCR, and/or suspension and debarment from receiving future federal contracts.

8. Unless and until I am provided a written release by the USCCR from this Agreement or any portions of it, all conditions and obligations contained in this Agreement apply both during my period of access, which shall terminate at the conclusion of my work on all USCCR contract work, and at all times thereafter.

9. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions shall remain in full force and effect.

10. I understand that the United States Government may seek any remedy available to it to enforce this Agreement, including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement.

11. By granting me access to information in this context, the United States Government does not waive any statutory or common law evidentiary privileges or protections that it may assert in any administrative or court proceeding to protect any sensitive, confidential or non-public information to which I have been given access under the terms of this Agreement.

12. I make this Agreement in good faith, without mental reservation or purpose of evasion.

Employee Name: ___________________________

Signature: _________________________________

Date: _________________________________

This Agreement was accepted by the undersigned on behalf of the USCCR as a prior condition of conditional access to sensitive, confidential or non-public information.

USCCRHQ-10-Q-0029