Corporate_Nondisclosure_Agreement.pdf

Attachment II

Corporate Nondisclosure Agreement

(a) , (hereinafter referred to as the Corporation) hereby agrees to abide by the safeguards described below regarding data to which I may gain access in performance of the Department of Justice, Office of Justice Programs (OJP) Government

Contract Number , either as a prime contractor or a subcontractor. The word

“data” in this agreement refers to: (1) any information, and derivatives there from, furnished by the Government, whether or not such information has been reduced to writing; and (2) data first produced by the Contractor under this contract.

(b) The Corporation will maintain the confidentiality of data disclosed to it or otherwise learned during the course of its business relationship with OJP including information obtained from any other OJP contractors or subcontractors during the course of its business relationship with OJP.

(c) Except as necessary in the performance of its duties under this contract, the

Corporation will not, without the written permission of the COTR or the Contracting Officer,

1. Reveal, divulge, or publicize any data covered under this Agreement;

2. Disseminate any oral, written or electronic information which constitutes data covered under this Agreement and which is obtained as a result of execution of this contract or performance of work hereunder; or,

3. Remove any documents or electronic media containing data covered under this

Agreement from the place of contract performance.

(d) The Corporation will not use data improperly obtained during the course of its business relationship with OJP in or as an aid in preparing future proposals.

(e) The Corporation has been advised that all data covered by this Agreement that are furnished by the Government, including any copies, notes or working papers derived or produced therefrom, are the property of the Government. If required to do so by the Contracting Officer, the Corporation will promptly surrender such materials and derived copies, notes, and /or working papers that are in my custody or control. The Corporation understands that its unexcused failure to surrender such materials promptly, or its improper conversion of such materials to a use not called for by the contract (e.g., delivery of a document, or a copy thereof, or notes containing information taken from the document, to someone not authorized by the

Government to receive such information), may be in violation of 18 U.S.C. 641 (theft of

Government property).

(f) Further, the Corporation agrees not to release data regarding performance of work under this contract to other clients or potential clients without the express permission of the

Contracting Officer or COTR.

(g) The Corporation’s obligations of confidentiality shall not apply to the following circumstances:

1. data which is now or hereafter becomes a part of the public domain;

2. data known to the Corporation before disclosure to by the disclosing party hereunder as evidenced by its records;

3. data given to the Corporation by a third party having a right to disclose the same; or

4. data the Corporation is compelled to disclose by judicial or administrative process, or by other mandatory requirements of law.

(h) The disclosure of data by one party to the other shall not constitute a grant by the disclosing party to the receiving party of any species of right, title, interest, or property in or to confidential Information. No license or other right under any U.S. or foreign patent, copyright, or know-how is granted or implied by this Agreement.

(i). The Corporation agrees that it shall not disclose this data to any of its employees except on a “need to know” basis related solely to the performance of the contract with OJP and then only to advance the relationship between the parties. The Corporation shall require all its employees working in matters pertaining to its business relationship with OJP to execute a copy of the Individual Nondisclosure Agreement so that the Corporation’s employees fully understand their obligations under this agreement. The Corporation shall provide OJP with a copy of the signed agreements for all of the aforementioned employees within 30 days of receipt of this agreement.

(j). The Corporation shall execute a copy of the applicable Nondisclosure Agreement with all of its subcontractors working on OJP contracts.

(k). The above constitutes the full and complete Agreement in this matter by and between the parties hereto.

(l) In accordance with contract provisions, this Agreement may be formally modified or changed by the Government in those instances in which the courts (e.g., civil investigative demands), or specific circumstances dictate such a modification or change.

Signed

Typed Name

Organization

Date Signed