ITCC_II_Technical_Library_NDA_20141001.docx

Use and Non-Disclosure Agreement Classified and Controlled Unclassified Information (CUI) Information Technologies Capabilities Contract (ITCC) II Solicitation FA4600-14-R-0017

The undersigned, ______________________, an authorized representative of the _______________________, (which is hereinafter referred to as the "Recipient") requests the Government to provide the Recipient with technical data or computer software (hereinafter referred to as "Data") in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are contained in the electronic media presented to the Recipient as the solicitations “technical library”. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement.

1. The Recipient shall-

a. Protect this information from unauthorized disclosure, in accordance with the terms of this agreement

b. Only release classified and CUI to those in the contractor's organization with the proper Personnel Security Clearance (PCL) and need to know

c. Not release to anyone outside the Contractor’s organization any classified or unclassified information, regardless of medium, (e.g., disk, document), pertaining to any part of this solicitation, unless:

(1) The Contracting Officer has given prior written approval; or

(2) The information is otherwise in the public domain before the date of release.

d. Use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights or SBIR data rights legends only for government purposes and shall not do so for any commercial purpose. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the contractor whose name appears in the restrictive legend (the "Contractor"), to any person other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a use and non-disclosure agreement prior to disclosing or releasing these Data to such persons. Such agreement must be consistent with the terms of this agreement.

e. Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in this Agreement.

f. Use computer software marked with restricted rights legends only in performance of Solicitation Number FA4600-14-R-0017. The recipient shall not, for example, enhance, decompile, disassemble, or reverse engineer the software; time share, or use a computer program with more than one computer at a time. The recipient may not release, perform, display, or disclose such software to others unless expressly permitted in writing by the licensor whose name appears in the restrictive legend. The Recipient shall promptly notify the software licensor of the execution of this Agreement and identify the software that has been or will be provided to the Recipient, the date and place the software were or will be received, and the name and address of the Government office that has provided or will provide the software.

g. Use, modify, reproduce, release, perform, display, or disclose Data marked with special license rights legends.

h. Use, modify, reproduce, release, perform, display, or disclose Data marked with export restrictions.

2. If Recipient received the Data from a contractor outside of its own company, then release, performance, display, or disclosure to other persons is not authorized unless permitted in writing by the Contracting Officer. The Recipient shall promptly notify the Contracting Officer of the execution of this Agreement and identify the Data that has been or will be provided to the Recipient, the date and place the Data were or will be received, and the name and address of the contractor that has provided or will provide the Data.

3. The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized third parties.

4. The Recipient agrees to accept these Data "as is" without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

5. The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

6. The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorney’s fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

7. The Recipient is executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

8. The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after award of the contract resulting from this solicitation, to have all persons to whom it released the Data do so by that date, and to notify the Government that the Data have been destroyed.

9. This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending 30 days after an award made under this solicitation. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

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Additional Representative(s) that will have access to the Data:

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