NDA_Contractor_Employee_for_RFQ_GSA_GECO_Server_Upgrades.pdf

ATTENTION – PLEASE READ

All non-governmental recipients of this document must execute the non-disclosure agreement (NDA) contained below, prior to performance of “INSERT CONTRACT/ORDER NUMBER” dated “Month Day, Year”. No other NDA signed prior to this document is valid for the purpose of receiving, reviewing or otherwise being privy to information relative to performance of “INSERT CONTRACT/ORDER NUMBER”. The signed NDA should be submitted to the Contracting Officer’s Representative at: “email address” and the Contracting Officer at: “email address”. Your prompt attention to this matter is appreciated.

NON-DISCLOSURE AGREEMENT FOR CONTRACTOR EMPLOYEES

I, _____________________________ (hereinafter referred to as “Recipient”), as an employee of ________________________(insert name of company), a contractor acting under contract to the General Services Administration (GSA), acknowledge that during my work with the GSA in support of “INSERT CONTRACT/ORDER NUMBER”, “Insert Contract/Order Title/Description”, I may receive, or become aware of sensitive information as further described below, and in consideration of the receipt thereof, I hereby agree to protect that information as required hereunder.

1. Recipient will have access to sensitive information in printed, electronic, and oral format including, but not limited to: 1) contract information; 2) proposal information;

3) pricing and budgetary information; 4) proprietary data of third parties, including both commercial contractors and other government programs; 5) acquisition and procurement information (under the provisions of 41 U.S.C. 423; FAR 3.104); and

6) other nonpublic information as defined in 5 CFR 2635.703 (hereinafter collectively referred to as ““INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information”). Recipient shall hold “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information in strict confidence and shall use such information only for his/her work with the GSA, in accordance with the intended purpose as defined under the contract. Recipient shall limit distribution of “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information only to those individuals within its organization who have a need to know such information in order to accomplish the work of GSA and shall convey to any such individual(s) the confidentiality requirements set forth hereunder. Recipient shall not disclose any “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information to any other person, organization, or corporation without prior written approval from the GSA, Contracting Officer or his/her designee.

2. Recipient shall protect “INSERT CONTRACT/ORDER TITLE/DESCRIPTION”

Sensitive Information at least with the same degree of care that it protects its own proprietary/company-confidential information, provided, however, that this obligation shall not apply to any portion of the information that:

a. is or becomes publicly available, other than through the Recipient’s fault or negligence;

b. was known to recipient, without restriction, at the time of receipt;

c. is rightfully and lawfully obtained by the Recipient from another party rightfully and lawfully possessing the same without restriction;

d. is independently developed by the Recipient without having had access to the information disclosed hereunder;

e. is obligated to be produced under an order of a court of competent jurisdiction, providing that the GSA Program Manager is immediately notified by the Recipient; or

f. is disclosed in any event, after the completion of “INSERT

CONTRACT/ORDER NUMBER”..

3. All information obtained by Recipient from GSA hereunder shall remain the property of GSA and shall be returned to them, or destroyed, promptly at the request of the GSA Program Manager or Contracting Officer, together with all copies made thereof by Recipient. Upon request, Recipient shall promptly submit to the GSA Contracting Officer Representative or Contracting Officer a certificate of destruction.

4. Except as specifically provided for herein, Recipient shall not make use of

“INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information for its own benefit or the benefit of any third party. Recipient agrees to notify the GSA Contracting Officer Representative as soon as possible if it becomes aware of any misappropriation, misuse, or disclosure of the “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information by any of the Recipient’s employees, officers, or agents.

5. Neither the “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive

Information nor the act of disclosure thereof shall constitute a grant of any license of any kind either under any trademark, patent or copyright, or application for same, or otherwise; nor shall they constitute any representation, warranty, assurance, guarantee, or inducement by GSA with respect to the infringement of any trademark, patent, copyright, any right of privacy, or any right of third persons.

6. GSA is providing “INSERT CONTRACT/ORDER TITLE/DESCRIPTION”

Sensitive Information “as is” and makes no warranty, express or implied, as to the accuracy, capability, efficiency, merchantability, or functioning of this information.

In no event will GSA be liable for any general, consequential, indirect, incidental, exemplary, or special damages relating to the “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information, even if GSA has been advised of the possibility of such damages.

7. Recipient recognizes that a breach of this NDA will cause irreparable harm that is not capable of being quantified, and that an action for damages may not provide an adequate remedy for such breach and, therefore, GSA, in addition to any other remedies available to it, shall be entitled to judicial enforcement of this NDA by injunction.

8. This NDA shall be effective as of the date signed and shall terminate concurrent with the completion of “INSERT CONTRACT/ORDER NUMBER” or conclusion of the Recipient’s performance in support of “INSERT CONTRACT/ORDER NUMBER”, whichever comes first, provided, however, that this NDA may be terminated by either Party at any time by giving thirty (30) days prior written notice of termination to the other Party. The rights and obligations respecting the disclosures made hereunder shall survive the termination of this NDA.

9. The following applies pursuant to Pub. L. No. 108-447, Consolidated

Appropriations Act, 2005:

‘These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive Order and listed statutes are incorporated into this agreement and are controlling.’: Provided, that not withstanding the preceding paragraph, a nondisclosure policy form or agreement that is to be executed by a person connected with the conduct of an intelligence or intelligence-related activity, other than an employee or officer of the United States Government, may contain provisions appropriate to the particular activity for which such document is to be used. Such form or agreement shall, at a minimum, require that the person will not disclose any classified information received in the course of such activity unless specifically authorized to do so by the United States Government. Such nondisclosure forms shall also make it clear that they do not bar disclosures to Congress or to an authorized official of an executive agency or the Department of Justice that are essential to reporting a substantial violation of law.

10. Points of Contact for all communication pertaining to this NDA and subject to change upon written notice:

11. This NDA, once signed, will be submitted to GSA, specifically to the Contracting

Officer’s Representative: Name, “email address” and the Contracting Officer, Name,“email address”.

For Recipient:

12. This NDA, which shall be governed by the federal laws of the United States of

America, represents the complete and exclusive understanding of the Parties pertaining to the disclosure of this “INSERT CONTRACT/ORDER TITLE/DESCRIPTION” Sensitive Information. It may be amended only by a mutually executed writing.

Recipient hereby agrees to the terms and conditions of this Agreement, as signified by executing below:

Recipient:

Signature: _______________________________________

Name: __________________________________________

Company: _______________________________________

Title: ___________________________________________

Date: ___________________________________________