2_NDA_Company_5CC.docx

NON-DISCLOSURE AGREEMENT

This Agreement, made as of this day of ________ 20__, between Company Name having corporate offices at address, and the Ogden Air Logistics Complex, having government offices at 5851 F Ave, Bldg. 849, Hill Air Force Base, Utah 84056-5816 (hereinafter referred to as “OOALC”).

This Agreement applies to the [insert weapon system or program] and all information pertaining to the weapon system or program.

WHEREAS, the parties will share relevant, detailed financial, production, and other proprietary or competition sensitive information, in support of the weapon system or program.

WHEREAS, each of the parties hereto, wish to carefully assess the capabilities and interests of the other.

NOW THEREFORE, the parties hereto do agree as follows:

A. The parties agree that either party may disclose to the other information of a proprietary/competition sensitive nature when such disclosure is necessary to effect support of the weapon system or program. Proprietary/Competition Sensitive information shall be clearly identified by the disclosing party at the time of disclosure and, for purposes of such identification, shall be presumed to include all data, interpretations, forecasts, projections, records, and other materials disclosed in connection with the program as well as all analyses, compilations, studies, or other documents.

B. Each party agrees it will use the same reasonable efforts to protect the Proprietary/Competition Sensitive Information as are used to protect its own Proprietary/Competition Sensitive Information. However, under no circumstances shall less than a reasonable standard of care be used. Disclosure of the Proprietary/Competition Sensitive Information shall be restricted to those individuals who are directly participating in the program and who have a need to know. Both parties bear the responsibility of enforcing Article I, in its entirety, when assigning participants to the Project.

C. Neither party shall make any reproductions, disclosure or use of the Proprietary/Competition Sensitive Information except as follows:

(1) Such information furnished by OO-ALC Team Members and required to be used by Company Name Team Members in performing its obligations under above referenced weapon system or program.

(2) Such information furnished by Company Name and required to be used by OO-ALC Team Members in performing its obligations under the above referenced weapon system or program and may be included in the documentation to be submitted to Company Name and OO-ALC leadership, with appropriate restrictive legends as Team Members specifically requests and as are permitted by applicable law and regulations.

(3) Such information may also be used in accordance with prior written authorization received from the disclosing party.

(4) Notwithstanding the expiration of the other provisions of this Agreement, the obligations and provision of this Article I, shall continue for a period of three (3) years from the date of this Agreement.

(5) Company Name acknowledges OO-ALC may provide the company with Government Competition Sensitive Information. Company Name agrees to protect this information and not to divulge, or otherwise publish or reveal any such information to any other person without specific authorization. Company Name also agrees to exercise reasonable care to safeguard such information against unauthorized disclosure and will immediately report any mishandling, loss or unauthorized disclosure of proprietary information to OO-ALC/OB. Both parties understand information marked “Competition Sensitive” or “For Official Use Only” will be handled with appropriate safeguards.

D. The limitations on reproduction, disclosure, or use of Proprietary/Competition Sensitive Information shall not apply to, and neither party shall be liable for reproduction, disclosure or use of Proprietary/Competition Sensitive Information with respect to any of the following conditions:

(1) If, prior to the receipt thereof under this Agreement, it has been developed independently by the party receiving it, or was lawfully known to the party receiving it, or has been lawfully received from other sources, including the Client, provided such other sources did not receive it due to a breach of this Agreement.

(2) If, subsequent to the receipt thereof under this Agreement (a) it is published by the party furnishing it or is disclosed by the party furnishing it to others, including the Client, without restriction, or (b) it has been lawfully obtained by the party receiving it from other sources, including the Client, provided such other source did not receive it due to a breach of this Agreement, or (c) if such information otherwise comes within the public knowledge or becomes generally known to the public.

(3) If any part of the Proprietary/Competition Sensitive Information has been or hereafter shall be disclosed in a United States patent issued to the party furnishing the Proprietary Information hereunder, then after the issuance of the said patent, the limitations of such Proprietary Information as disclosed in the patent shall only be that afforded by the United States Patent Laws.

(4) If the Proprietary Information is furnished orally, and not reduced to writing and properly identified within thirty (30) days of its oral disclosure.

E. In the event that the non-disclosing party shall become legally compelled to disclose any of the Proprietary/Competition Sensitive Information, such party shall notify the disclosing party promptly so that such party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.

F. Neither the execution and delivery of this Agreement, nor the furnishing of any Proprietary/Competition Sensitive Information by either party shall be construed as granting to the other party either expressly, by implication, estoppels, or otherwise, any license under any invention, patent, trademark, or copyright now or hereafter owned or controlled by the party furnishing same.

ARTICLE II. NOTICES

All notices, certificates, acknowledgments and other documentation hereunder, shall be in writing and shall be delivered to the other party to the address as follows, or to such other address as either party may, by written notice, designate to the other.

INDUSTRY TEAM: Company Name Company Address

Hill Air Force, Utah 84056-5816 Telephone:

Email:

ARTICLE III. TERMINATION OF AGREEMENT

A. Except as otherwise expressly provided in this Agreement, and unless extended by mutually written agreement of the parties, this Agreement shall automatically expire under the occurrence of any of the following events:

(1) Upon negotiation and execution of a Partnering Agreement between Team Members for the above referenced weapon system or program.

(2) The elapsing of three years from the date of this Agreement, including the provisions set under Article I, Protection of Proprietary/Competition Sensitive Information.

B. Upon the termination of this Agreement and at the request of the disclosing party, both parties shall promptly deliver all Proprietary Information furnished under this Agreement to the other party. Following the return of the Proprietary Information, the obligations of confidentiality set forth in this Agreement shall continue to apply for a period of one (1) year.

ARTICLE IV. PUBLICITY

Neither party shall issue a news release, public announcement, advertisement, or other form of publicity concerning its efforts in connection with this Agreement without the prior written approval of the other party.

ARTICLE V. ASSIGNMENT/NOVATION

A. Except as otherwise expressly provided herein, neither party shall assign or in any manner transfer its rights and/or obligations or any part thereof under this Agreement without written notification to the other party.

B. Subject to any required governmental licensing approvals or restriction, either party may, without the other party's consent, assign or novate its rights and/or obligations hereunder to (a) its parent company, if any; (b) any successor corporation in the event of change in corporate name, merger or consolidation of its parent or itself; or (c) a wholly owned subsidiary of its parent or itself.

ARTICLE VI. DISPUTES

Any disputes regarding any matter arising out of or relating to this Agreement shall be resolved amicably if possible. The aggrieved party shall notify the other party in writing of the existence of a dispute and request a review by a panel consisting of: one senior official of Company Name and two (2) designees, and one senior official of OO-ALC and two (2) designees. The panel shall attempt to resolve the dispute within sixty (60) days after the receipt of the notification. If the parties are unable to resolve the dispute within such sixty-day period, the aggrieved party's sole remedy hereunder shall be to bring suit in a U.S. Federal Court of competent jurisdiction. Each party shall bear its own court costs and attorneys' fees. Nothing in this Article VI is intended to limit either party’s right to seek injunctive relief in the event that such party shall determine that it may suffer irreparable harm due to the other party’s actions or inaction.

ARTICLE VII. FORCE MAJEURE

DRAFT

Neither party shall be responsible for any inability, or failure, to comply with the terms of this Agreement or delay in performing due to causes beyond its control and without the negligence or malfeasance of such party. These causes shall include, but shall not be restricted: fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, shortage of fuel or power, riot, mutinies, sabotage, epidemic, quarantine restrictions, labor disputes, usurped power, transportation embargoes or failure in transportation, acts of God, acts of the United States or any other government, whether national, municipal or otherwise, including the failure of any government to grant export or import licenses or permits for goods and materials or technical data.

ARTICLE VIII. SEVERABILITY

In the event any term or provision of this Agreement shall for any reason be held to be invalid or unenforceable in any respect by any court or administrative body of competent jurisdiction, unless such term or provision goes to the root of the Agreement and subject to agreement otherwise, this Agreement shall continue in full force and effect (except that the invalid term or provision shall be excised from the Agreement) and shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal, or unenforceable, had never been contained herein. In the event such term or provision goes to the root of the Agreement, the parties shall negotiate an amendment to this Agreement, modifying it as necessary to accommodate the court or administrative interpretation.

ARTICLE IX. WAIVER

The failure of either party to enforce any of the provisions of this Agreement, or any right with respect hereto, or the failure to exercise any election provided herein, shall in no way be considered a waiver of such provisions, rights or elections, or in any way affect the validity of this Agreement. The failure by either party hereto to enforce any of said provisions, rights, or elections shall not prejudice such Party from later enforcing or exercising same or any other provisions, rights or elections which it may have.

ARTICLE X. GOVERNING LAW

Federal law and statutes shall govern this Agreement.

ARTICLE XI. ENTIRE AGREEMENT

The foregoing Articles contain the entire Agreement between the parties, which supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first herein above written.

Ogden Air Logistics Complex COMPANY NAME

OO-ALC/OB

Title: Director, Business Operations Title:

Date: Date: