ATTACHMENT_E_-_Nondisclosure_Agreement.docx

ATTACHMENT E GOVERNMENT-SUGGESTED NONDISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT ( “Agreement”) is entered into as of ________, [date] by and between ______X_______ and the United States Department of Commerce (“Commerce”). This agreement, and all obligations thereunder, terminates five years after that date.

WHEREAS, _________X___________ is providing information it deems proprietary to Commerce for an official purpose of Commerce, and in consideration of foregoing, the parties agree:

1. (X) acknowledges and agrees that:

(a) the X Proprietary Data has been identified and marked by X as proprietary.

(b) X has informed Commerce that it derives significant economic value from this Proprietary Data, not being generally known to X’s competitors;

(c) X has informed Commerce that any disclosure or unauthorized use of the X Proprietary Data could cause harm and loss to X;

2. Commerce acknowledges and agrees:

(a) to disclose the X data marked as proprietary only to those of its employees with a need to know and to protect the data to the extent permitted by law;

(b) to not disclose, reveal, report, publish or transfer, directly or indirectly, any of the X Proprietary Micro data to any other person or entity, or allow any third-Party access to the X Proprietary micro data to the extent permitted by law.

3. This agreement is made under and shall be governed by the laws of the United States. This Agreement may be amended by written agreement signed by both Parties hereto.

4. This Agreement may be terminated immediately by either party upon written notification to the other party. Such termination shall not affect Commerce’s duties with respect to proprietary information provided by X prior to termination.

5. This Agreement imposes no obligation upon Commerce with respect to information which:

(a) was in Commerce’s possession before receipt from X;

(b) is or becomes a matter of public knowledge;

(c) is received by Commerce from a third party without a duty of confidentiality;

(d) is disclosed by X to a third party without a duty of confidentiality on the third party;

(e) is disclosed by Commerce with X’s prior written approval.

6. This agreement shall be governed by the laws of the United States. Any restriction with respect to disclosure by a Government employee must be consistent with, not supersede, nor conflict with, or otherwise alter any employee obligation, rights or liabilities created by Executive Order No. 12958; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. 783(b)). The definitions, requirements obligations, rights, sanctions, and liabilities created by said Executive order and listed statutes are incorporated into this agreement and are controlling. This agreement does not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

7. The Government’s authority to obtain access to the data files and to enter into this agreement is provided under Title 13, United States Code (U.S.C.), Section 6 and Title 13, U.S.C, Section 8(b), providing authority for the Government to engage in joint statistical projects with public and private entities. The confidentiality of X’s data is protected under Title 13, U.S.C., Section 9; 5 U.S.C., Section 552a. Only sworn Census Bureau employees and individuals with Census Bureau Special Sworn Status (including contractors) will have access to the Title 13-protected data files.

Once the X’s data are transmitted to the Census Bureau, they can be commingled by the Census Bureau with Title 13, and possibly Title 15 or Title 26 data. As an element of this data system, these records are subject to all requirements and conditions of applicable federal law including Title 13, Title 15, Title 26, and the Privacy Act. Accordingly, they become a part of a Census Bureau System of Records established under the Privacy Act.

If used for production in Decennial Census of Population and Housing, X’s data become part of census record and become subject to archival and are under the provisions of law and letter agreement with archives whereby census records will be released to the public 72 years after Census day.

IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto, as of the day and year first above written.

US Department of Commerce

By (signature):

Name (print):

Title:

Date:

X Manufacturing Corp.

By (signature):

Name (print):

Title:

Date: