NDA_Financial_Management.docx

Non-Disclosure Agreement Financial Management Advisory and Assistance Services (A&AS)

I, __________________________________, an employee of ________________________________, <Contractor> in order to support the United States Air Force (USAF) and in consideration of the USAF granting me access to Confidential and/or Proprietary Information held by the USAF relating to the tasks to be performed under the Tinker Advisory & Assistance Services Contract II (TAASC II) individual task order, intending to be legally bound, hereby agree to the following terms and conditions:

1. I understand that my assignment to support the Contractor in its contractual duties under the Task Order relating to the <insert task order title and your division, aircraft> at Tinker AFB, OK (the “Effort”) will involve access to Confidential and/or Proprietary Information belonging to other contractors, other third parties, or the USAF. The sharing of Confidential and/or Proprietary Information is necessary to effectively perform the mission of the USAF.

“Confidential info” includes, but is not limited to, information relating to research, development, products, trade secrets, intellectual capital, contingency plans, budgeting, customers, finances, personnel and procurement information.

A contractor that gains access to proprietary information, of other companies in performing advisory and assistance services for the Government, must agree with the other companies to protect the information from unauthorized use or disclosure, for as long as it remains proprietary, and refrain from using the information for any purpose other than the specific purpose for which it was furnished. The contracting officer shall obtain copies of these agreements and ensure that they are properly executed.

DoD policy identifies some categories of information which are not releasable. Categories of information which should not be released include: (1) classified information; (2) Planning, Programming, Budgeting and Execution System (PPBE) information; (3) contractor proprietary information; (4) unsolicited proposal information; (5) internal agency communications; (6) source selection information; and (7) release of information that would create an unfair competitive advantage [AFMC Attorneys Guide to Acquisition Reform, paragraph 4.1.2].

The following shall also not be released:

Non-public information. Information that the contractor gains, as a result of working on the Effort that has not been made available to the general public. [5 CFR 2635.703(b)]

Advance procurement information. Contractors participating in the acquisition process may not disclose: (a) information on plans that would provide undue or discriminatory advantage to private or personal interests, (b) information received in confidence from an offeror, (c) information otherwise requiring protection under the Freedom of Information Act or Privacy Act, or (d) information pertaining to internal agency communications (e.g., technical reviews, contracting authority or any other reasons, or recommendations referring thereto). [FAR 5.401(b) & (c)]

Freedom of Information Act (FOIA). Information that we would not release if requested by a member of the public under the Freedom of Information Act.

Information Protected Under the Trade Secrets Act. The Trade Secrets Act states that, unless authorized by law, an employee may not publish or disclose any information (a) that comes to him/her in the course of his/her employment or official duties, and (b) that concerns or relates to the trade secrets, processes, operations, style of work or apparatus, or to the identity, confidential statistical data, amount or source of any income, profits, losses, or expenditures of any person, firm, partnership, corporation, or association. [18 USC 1905]

Privacy Act. Information that would not be releasable under the Privacy Act of 1974.

Confidential and/or Proprietary Information shall not include information that I or the Contractor can demonstrate (A) was known by me, or the Contractor, without restriction as to further disclosure when received, or was developed independently by the Contractor by individuals who had no direct or indirect access to such information, (B) was obtained from a source other than the USAF, its employees, agents, or contractors through no breach of confidence, (C) was in the public domain when received or thereafter enters the public domain through no breach of confidence by Contractor or myself, or (D) was used or disclosed with the prior written approval of the USAF.

2. Except as expressly authorized in writing by the USAF, I agree to hold the confidential or proprietary information, referred to in Paragraph 1, in trust and confidence and agree to the following:

a. It shall be used only for my performance of duties in support of the Contractor’s performance of the Effort.

b. It shall not be used for any other purpose, or disclosed to any third party outside the USAF.

c. It shall not be at any time during or after my performance of duties directly or indirectly disclosed, published or disseminated, to any other person or entity unless authorized by the USAF.

d. It shall not be used for my personal use or advantage, or made available to others not cleared for access or lacking a need-to-know for performance of the Effort.

e. It shall not be retained, including written notes, photographs, sketches, models, memoranda or any tangible representation except as required in my performance of duties.

f. It shall not be released to the media, press, competing firms, individuals, or government officials outside the USAF for any purpose.

g. It shall be retained, disseminated, released, and destroyed in accordance with the requirements of law and applicable Department of Defense or USAF directives, regulations, instructions, policies and guidance.

3. I further understand that if I fail to adhere to this policy, if I make any unauthorized disclosure, or if I breach any of the understandings set out in this document I will be subject to dismissal and/or legal action from the United States Government or other third party.

4. Any questions I have regarding this agreement that I desire to direct to the USAF shall be in writing to individual task order Contracting Officer’s Representative (COR).

5. I hereby assign to the USAF all royalties, remunerations, and emoluments that have resulted, will result, or may result from any disclosure, publication, or revelation of Confidential and/or Proprietary. Information not consistent with the terms of this Agreement.

6. Unless and until I am released in writing by an authorized representative of the USAF, I understand that all conditions and obligations imposed upon me by this Agreement apply during the time that I am granted access to the Confidential and/or Proprietary Information, and at anytime thereafter. Each provision of this Agreement is severable. If a court should find any provision of this Agreement to be unenforceable, all other provisions of this Agreement shall remain in full force and effect. This Agreement shall be interpreted under and in conformance with the laws of the United States.

Contract Number: ____________________________________

Signature: _________________________________________

Print Name: ________________________________________

Contract Labor Category: ______________________________

Date: ______________________________________________