EXIM Non-Disclosure Agreement Ver3 - OGC edit 1.pdf

IEO-FRM-05 EXIM NON-DISCLOSURE AGREEMENT (NDA) CERTIFICATION

Version: 2.0, Date: 08/08/2022

EXPORT-IMPORT BANK of the UNITED STATES

OFFICE OF THE CHIEF INFORMATION OFFICER (OCIO)

NON-DISCLOSURE AGREEMENT (NDA) and CERTIFICATION

ACCESS TO CONTROLLED UNCLASSIFIED INFORMATION

Name of Contractor Employee executing this NDA Contractor/Employer

Name:

Date:

Contract Number:

Company Name:

EXIM COR Name:

In consideration of my being granted access to United States Government information, records, documents and or material containing Controlled Unclassified information (hereinafter, referred to collectively as “CUI”) for the sole purpose of performing the work described in the above referenced contract:

I hereby attest that I understand and agree to the following terms and conditions and intend to be bound thereby:

I. By being granted access to CUI, the United States Government (hereinafter, “US Govt”) has placed special confidence and trust in me as a contractor employee performing work for the US Govt under the terms of the above referenced contract and as a result thereof, I am obligated to protect this CUI from unauthorized disclosure, in accordance with the terms of this Agreement.

II. As used in this Agreement, the term “CUI” denotes any information (regardless of media or format in which it is contained, whether oral or written) the loss or misuse of which, or the unauthorized access to or modification of, which could adversely affect the interests of the US Govt and or the conduct of any of its programs and or activities, or to which individuals are entitled to privacy under the Privacy Act, Title 5 U.S.C. section 552a, or is considered to be proprietorial, confidential or privileged information of a non-Federal entity when such information is in the custody, control and or possession of the US Govt, but which has not been specifically authorized under criteria established by an Executive Order of the President of the United States, or an Act of Congress, to be kept secret in the interest of national defense or foreign policy. I understand that the CUI to which I am provided access may not be labeled or identified as “CUI” in a heading or other marking but nonetheless constitutes CUI the subject of this Agreement. I further understand and aver that I shall not use or access any CUI, whether or not marked or labeled as such, for any purpose other than my performance of the above referenced contract.

III. I am being granted access to such CUI contingent upon my execution of this Agreement and for the sole purpose of performing the scope of work under the above-mentioned contract. I understand that the CUI may be in physical or electronic form as well as being provided to me by oral means, such as when I attend meetings in which such information is discussed or otherwise made available to me. This Agreement will not allow me access to CUI which the Export-Import Bank of the United States (hereinafter, “EXIM”) has predetermined, in its sole discretion, is inappropriate for disclosure to me. I understand that in some instances, the CUI made available to me by EXIM may be derived or received from other agencies of the US Govt.

IV. I will never divulge any of the CUI provided to or accessed by me pursuant to this Agreement to anyone, including my employer, unless I have been advised in writing by EXIM that the individual is authorized to receive

it. I understand that it is incumbent upon me to ask an appropriate EXIM official whether an individual with whom I would like to share the CUI has been approved to receive such CUI before I do so. My use of any of the CUI provide to or accessed by me shall be in accordance with paragraph VI of this Agreement. Prior to engaging in any form of publication – whether by formal means of book, magazine, newspaper, or through any form of social media – concerning, using or based upon any knowledge I obtained during the course of my work on this contract, I will submit a complete version of the intended publication to EXIM security in order for EXIM to ensure that no CUI will be disclosed by my intended publication. I agree that I will not proceed with any publication that is not approved in writing by EXIM.

V. I hereby assign to the US Govt all royalties, remunerations, and emoluments that have resulted, will result or may result from my disclosure, publication, or revelation of any of the CUI the subject of this Agreement.

VI. My access to and use of the CUI the subject of this Agreement will be conducted at a secure facility or under circumstances which will maintain the security of the CUI. Unless my work under the above referenced contract permits it, I will not use or access the CUI at my company’s site or another off-site location, nor will I make any copies of the CUI or any part thereoff, or transmit same in any electronic format to or through any electronic system or server or database. Any notes taken by me or derivative work product prepared by me during the course of my access to the CUI or as result thereof will remain at EXIM (or at my company’s site if my work under the above referenced contract is authorized to be performed there), to be placed in secure storage unless it is determined by EXIM officials that the notes do not contain CUI. If I wish to have the notes released to me, EXIM officials will review the notes for the purposes of deleting any CUI so as to create a redacted copy of the notes. If I do not wish a review of any notes that I make that contain CUI, those notes will remain in sealed and secure storage at EXIM.

VII. I understand that if I violate the terms and conditions of this Agreement by my unauthorized disclosure of the CUI made available to me, my actions could compromise the security of EXIM, constitute a violation of the Privacy Act, the Procurement Integrity Act, the Trade Secrets Act, or other federal, state or local law for which I may be held personally liable under criminal and or civil statutes.

VIII. If I violate the terms and conditions of this Agreement, such violation may result in the cancellation of my access to any and all CUI and my removal from work under the above referenced contract. Such a violation may serve as a basis for denying me access to EXIM information, both classified and CUI in the future. If I violate the terms and conditions of this Agreement, the United States may institute a civil action for damages against me and or my employer, or seek other appropriate relief. I further understand that my willful disclosure of information that I have agreed herein not to divulge may constitute a criminal offense.

IX. Unless and until I am provided a written release by EXIM from the obligations I have assumed under this Agreement or any portions thereof, all conditions and obligations contained in this Agreement apply both during my period of access to the CUI while I am performing work under the above referenced contract and at all times thereafter.

X. 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.

XI. I understand that the US Govt may seek any remedy available to it to enforce this Agreement against me, including, but not limited to application for a court order prohibiting my disclosure of the CUI in breach of this Agreement.

XII. By granting me access to CUI in the manner and as described above, the US Govt does not waive any statutory or common law privileges, defenses, causes of action, claims or protections that it may assert in any administrative or judicial proceeding to enforce this Agreement and or to protect the CUI to which I have been given access under the terms of this Agreement.

XIII. My execution of this Agreement shall not nullify or affect in any manner any other secrecy or nondisclosure agreement which I have executed or may execute with the US Govt.

XIV. I make this Agreement in good faith, without mental reservation or purpose of evasion and as an inducement to EXIM to authorize me to work on the above referenced contract for my employer.

Whistleblower Rights Advisement:

13 The Contractor employee executing this Agreement is hereby advised that nothing stated in this Agreement is intended to, nor does it purport to conflict with or impinge upon statutory rights accorded to individuals relating to: (1) classified information, (2) communications to Congress, 14 (3) the reporting to an Inspector General or the Office of Special Counsel of a violation 15 of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of 16 authority, or a substantial and specific danger to public health or safety, or (4) any other 17 whistleblower protection. The definitions, requirements, obligations, rights, sanctions, 18 and liabilities created by controlling Executive orders and statutory provisions pertaining to making such disclosures are incorporated into this agreement and are controlling.

FAR Whistleblower Clause:

The Contractor employee executing this Agreement is hereby advised that the Federal Acquisition Regulation (FAR) requires the employer of such individual (i.e. the Contractor) to advise its employees of their Whistleblower rights as follows:

52.203-17 Contractor Employee Whistleblower Rights.

As prescribed in 3.906 , insert the following clause:

Contractor Employee Whistleblower Rights (Nov 2023)

(a) This contract and employees working on this contract will be subject to the whistleblower rights and remedies established at 41 U.S.C. 4712 and Federal Acquisition Regulation (FAR) 3.900 through 3.905.

(b) The Contractor shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. 4712, as described in FAR 3.900 through 3.905.

(c) The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts.

(End of clause)

The Contractor employee executing this Agreement is encouraged to ask the Contractor employer for a written explanation of the whistleblower rights and remedies established under 41 U.S.C. 4712.

CONTRACTOR EMPLOYEE CERTIFICATION

I hereby understand, accept and agree to be bound by the terms and conditions stated in this Agreement in consideration of my being granted access to US Govt CUI for the purpose of using same to perform work under the above referenced contract..

Date:

Contractor Employee Signature:

EXPORT-IMPORT BANK OF THE UNITED STATES (EXIM)

This Agreement has been reviewed and accepted by the undersigned on behalf of the EXIM Bank as a prior condition of granting access to the above named Contractor employee to CUI identified by EXIM as necessary to the performance of the work described under the above referenced contract. .

COR Name: Date:

COR Title:

COR Office:

https://www.acquisition.gov/far/3.906#FAR_3_906 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section4712&num=0&edition=prelim https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/3.905#FAR_3_905 https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title41-section4712&num=0&edition=prelim https://www.acquisition.gov/far/3.900#FAR_3_900 https://www.acquisition.gov/far/3.905#FAR_3_905

COR Signature: