3.__IRIS_Non-Disclosure_Agreement.docx

Use and Non-Disclosure Agreement

The undersigned, __________(Insert Name)__________, an authorized representative of the __________(Insert Company Name)__________, (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 identified in an attachment to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall—

(a) Use, modify, reproduce, release, perform, display, or disclose Data marked with government purpose rights, For Official Use Only 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 377th MSG/SC or other entity whose name appears in the restrictive legend, 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.

(b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in this Agreement. Release, performance, display, or disclosure to other persons is not authorized unless specified in this Agreement or expressly permitted in writing by the 377th MSG/SC or other entity who’s name appears in the restrictive legend. The Recipient shall promptly notify the 377th MSG/PKA Contracting Officer of the execution of this Agreement and request access to the bidder’s library.

(2) 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.

(3) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever.

(4) 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.

(5) The Recipient is executing this Agreement for the benefit of the Recipient in a future Kirtland IRIS solicitation.

(6) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after the date of an award decision for FA9401-17-R-0002 has been made or if the agreement is with the successful offeror no later than 30 days after the contract completion. In addition the Agreement holder will advise all persons to whom it released the data to do so by that date, and to notify the 377th MSG/PKA Contracting Officer that the data has been destroyed.

(7) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement to no later than 30 days after the date of an award decision for FA9401-17-R-0002 has been made or if the agreement is with the successful offeror no later than 30 days after the contract completion. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

By____________________________ Authorized Representative Date