Form USPTO-OP-113 Non-Disclosure Agreement Contractor.pdf

Form USPTO-OP-113.v2.0

Certification Concerning Nondisclosure, Conflicts of Interest, and Rules of Conduct for Personnel Participating in a Procurement (Contractor)

Applicable for contractor personnel performing acquisition related activities closely associated with IGF within a source selection or other procurement activities that require an NDA.

(This form will be completed by all parties under employment with the Contractor’s (including Subcontractor personnel) who are provided access to information or documents related to this contract.)

Name:

Contractor/Name__________________________________________________ Contract Number ________________________________________________ Task/Delivery Order Number ___________________________________________________ Project Title:

1. Procurement Integrity and Protecting Contractor Proprietary Information References: 41 U.S.C. §§ 2101-2107; 48 C.F.R. § 3.104-4(a) and (b); 18 U.S.C. § 1905

Nondisclosure of Information

I understand that in the performance of this work, I may have access to sensitive or proprietary business, technical, financial, and/or source selection information belonging to the Government or other Contractors.

Proprietary information includes, but is not limited to, cost/pricing data, Government spend plan data, Contractor technical proposal data, independent government cost estimates, negotiation strategies and Contractor data presented in negotiations, and statements of work/performance work statements/statements of objectives. I agree not to discuss, divulge, or disclose any such information or data to any person or entity except those persons directly concerned with the performance of this contract on a “need to know” basis. I further affirm my understanding that an NDA does not automatically grant a “need to know” and that disclosure of information should only be granted to individuals or entities with a “need to know.” I have been advised that the unauthorized disclosure, use, or negligent handling of the information by me could cause irreparable injury to the owner of the information. The injury could be source selection sensitive procurement information of the government or proprietary/trade secret information of another company.

I hereby agree not to disclose said data, any interpretations thereof, or data derivative therefrom, to unauthorized parties in contravention of these provisions without prior written approval of the Contracting Officer or the party in which title thereto is wholly vested. This portion of this Non-Disclosure Agreement also applies to any Subcontractors and/or consultants used by the Contractor in the performance of the contract.

These provisions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General or the Office of Special Counsel of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions are incorporated into this agreement and are controlling.

2. Conflict of Interest References: 18 U.S.C. §§201-209, 216; 41 U.S.C. §§2101-2107

Conflict of Interest

By executing this Confidentiality Agreement, I agree that in the course of performing my duties under this contract, I will not use my position, or any information contained in the Contractor Bid or Proposal Information or Source Selection Information, to further my own private interest, to further my business interest, or to further the private or business interests of another person or entity, whether through advice, recommendation or by knowing of unauthorized disclosure of information contained in the Contractor Bid, Proposal Information or Source Selection information.

To the best of my knowledge, neither I nor any members of my immediate family have a direct or indirect interest with any of the Contractors submitting a proposal for the consideration of the evaluation panel which conflict substantially, or appear to conflict substantially, with my duties in support thereof. I agree that, if in the course of performing my duties in the evaluation of proposals under this requirement, I become aware that my continued evaluation of proposals would conflict with my own private interest, my business interest, or the private or business interests of an immediate family member, I will notify the contracting activity immediately in writing and recuse myself from further evaluation of proposals under the performance of this work.

In the event that any company submits a proposal, or a company is identified as a subcontractor that changes the certification above, I will immediately notify the Contracting Officer and my employer. Pending decision on my involvement, I will refrain from further participation on the acquisition.

I certify that I will observe the following rules of conduct:

1) I will not solicit or accept, directly or indirectly, any promise of future employment or business opportunity from, or engage in any discussion of future employment or business opportunity with any officer, employee, representative, agent, or consultant of a competing Contractor during my participation/performance in this contract.

2) I will not ask for, demand, exact, solicit, seek, accept, receive, or agree to receive, directly or indirectly, any gift, to include cash, gratuity, favor, discount, entertainment, hospitality, loan, forbearance, or other item having monetary value from any office, employee, representative, agent, or consult of any competing Contractor my participation/performance in this contract.

3) I will not discuss specific procurement matters with any unauthorized individuals (including Government personnel), even after contract award, without specific prior approval from the Contracting Officer.

4) I understand that my obligations under this certification are of a continuing nature unless otherwise stated. If, at any time during the procurement process, I negotiate a contract or other agreement with a competing Contractor concerning employment or other business opportunity, the offer of a gift from a competing Contractor, or I encounter circumstances where my participation might result in a real, apparent, or potential conflict of interest, I will immediately contact report the circumstances to the Contracting Officer.

3. Safeguarding Agency Sensitive Information

References: 41 U.S.C. §§ 2101-2107; 48 C.F.R. § 3.104-4(a) and (b); 18 U.S.C. § 1905, 5 U.S.C. §552a

I attest that I will not disclose, otherwise release or misuse any of the following:

Agency sensitive information refers to any information provided to me by the USPTO in connection with my authorized access to the USPTO information, other than information designated as publicly available by the USPTO in writing or that becomes publicly available from a source other than an authorized USPTO agent.

Agency sensitive information includes but is not limited to information about the USPTO’s business, economic, and policy plans, financial information, trade secrets, information subject to the Privacy Act, personally identifiable information (PII), and sensitive but unclassified (SBU) information.

4. Protecting Individual Privacy (PII) References: 5 U.S.C. §552a

I attest that I will not disclose, otherwise release or misuse any of the following:

PII includes, but is not limited to, information pertaining to an individual’s education, bank accounts, financial transactions, medical history, and criminal or employment history and other information which can be used to distinguish or trace an individual’s identity, such as their name, social security number, date and place of birth, mother’s maiden name, biometric records, etc., including any other personal information which is linked or linkable to an individual. This definition includes information that the loss, misuse, or unauthorized access to or modification of could adversely affect the privacy that individuals are entitled to under the Privacy Act.

5. Contractor Certification References: 18 U.S.C. §1905

I attest that I understand my responsibilities and that I am familiar with and will comply with the standards for protecting such information that I may have access to in accordance with the terms of this Agreement and the laws, regulations, and/or directives applicable to the specific categories of information to which I am granted access. I agree to immediately notify the Contracting Officer in writing in the event that the Contractor determines or has reason to suspect a breach of this requirement.

This Agreement is made and intended for the benefit of the USPTO and may be enforced by the USPTO. By granting me conditional access to information in this context, the USPTO may seek any remedy available to it to enforce this Agreement including, but not limited to, application for a court order prohibiting disclosure of information in breach of this Agreement. I understand that if I violate the terms and conditions of this Agreement, I could be subjected to administrative, disciplinary, civil, or criminal action, as appropriate, under the laws, regulations, or directives applicable to the category of information involved and neither the USPTO nor the United States Government have waived any statutory or common law evidentiary privileges or protections that they may assert in any administrative or court proceeding to protect any sensitive information to which I have been given conditional access under the terms of this Agreement.

Signature: ____________________________ Date: _____________

Printed Name: _________________________