USCC_Non-Disclosure_Agreement.pdf

UNCLASSIFIED//FOR OFFICIAL USE ONLY

United States Cyber Command (USCYBERCOM)

Contractor Employee Non-Disclosure Agreement

UNCLASSIFIED//FOR OFFICIAL USE ONLY

Initials:______Date:_______

It is understood that as part of my official duties, I, ___________________________will have access 1 to information regarding the United States Cyber Command / United States Strategic Command / 2

National Security Agency (USCYBERCOM/USSTRATCOM/NSA), and other entities. In the 3 execution of my duties I may come in contact with Government information, described below, as part 4 of my employment by or work for USCYBERCOM. I agree to safeguard that information as described 5 in the Agreement below. 6

AGREEMENT 8

I certify that I will not disclose, publish, divulge, release, or make known, in any manner or to any 10 extent, to any individual other than an appropriate or authorized Government employee, the content of 11 any information provided to me or obtained during the course of my assignment to any source(s). I 12 understand that for the purpose of this agreement, information (regardless of classification) includes 13 but is not limited to organizational structure(s); manpower and manning strengths; government owned 14 or controlled intellectual property or work product; technical data and information; procurement 15 information, budget information, financial information, requirement information, or other fiscal 16 program information; contracting information to include contract details, current or projected 17 contracting firms, or contracting opportunities; identities of participating or contributing individuals, 18 groups, or organizations; and any other information that may be deemed sensitive and that is 19 designated as proprietary, procurement or sensitive information at the time of its disclosure. This 20 agreement applies to information acquired after being assigned to and while conducting work for 21

USCYBERCOM, and received from several entities to include but not limited to 22

USCYBERCOM/USSTRATCOM/NSA, and other government or contractor personnel firms. 23

I further certify that I will use all information only for official purposes in the performance of my 25 duties at and for USCYBERCOM and will disclose such information only to those individuals who 26 have been identified by USCYBERCOM as having the requisite security clearance and a specific need 27 to know in performance of their official Government duties. I agree that all information obtained 28 during performance of my duties shall not be used for private gain by myself or any other person, 29 particularly one with whom I have family, business, or financial ties. Information obtained under 30

Government authority that has not become part of the body of public information during the course of 31 my duties will be used for the primary purpose of furnishing independent and impartial advice or 32 technical assistance directly to the Government in support of the Government's management and 33 oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a 34 program or effort). 35

I also certify that I will not disclose any Protected Business Information to employees of my company 37 or any other contractor employees who have not signed this agreement. I will take all reasonable 38 precautions to prevent the unauthorized disclosure and use of Protected Business Information, and will 39 immediately report any such unauthorized disclosure to the cognizant Government Contracting Officer 40

UNCLASSIFIED//FOR OFFICIAL USE ONLY

Initials:______Date:_______

(CO) and/or Contractor Officer’s Representative (COR) having oversight of the contract under which I 41 am employed. “Protected Business Information” includes proprietary information, sensitive 42 information, any information that is financially sensitive or source selection sensitive, and any other 43 information designated as such by the contracting officer or contracting officer’s representative. 44

For the purposes of this agreement, proprietary information, sensitive information and financially 46 sensitive or source selection sensitive information, are defined as follows: 47

(1) “Proprietary Information” shall include, but not be limited to, performance, sales, financial, 49 contractual and special marketing information, ideas, technical data and concepts originated by the 50 disclosing Offeror, not previously published or otherwise disclosed to the general public, not 51 previously available without restriction to others, nor normally furnished to others without 52 compensation, and which the Offeror desires to protect against unrestricted disclosure or competitive 53 use, and which is furnished pursuant to this Non-Disclosure Agreement and appropriately identified as 54 being proprietary when furnished. 55

(2) “Sensitive Information” shall include, but not be limited to, as used in this agreement is an over-57 arching term that covers any information, which the loss of, misuse of, or unauthorized access to or 58 modification of could adversely affect the national interest or the conduct of Federal programs, or the 59 privacy to which individuals are entitled under Section 552a of Title 5, as amended, but which has not 60 been specifically authorized under criteria established by an Executive Order or an Act of Congress to 61 be kept secret in the interest of national defense or foreign policy. This includes information 62 categorized by USCYBERCOM or other government agencies as: For Official Use Only (FOUO); 63

Official Use Only (OUO); Secret; Classified; Top Secret; and any other identifier used by other 64 government agencies to categorize information. 65

(3) “Financially Sensitive or Source Selection Sensitive Information” shall include, but not limited to, 67 as used in this agreement is organizational structure(s); manpower and manning strengths; procurement 68 information, budget information, financial information, requirement information, supporting or 69 providing advice or recommendations with regard to the following activities of a Federal agency: 70 planning acquisitions, defining requirements, and/or determining what supplies or services are to be 71 acquired by the Government. IAW FAR Part 3, Subpart 3.11 and 9.5 72

I acknowledge that I may share information only with those whom I am authorized to do so, to include: 74

1. USCYBERCOM/USSTRATCOM/NSA personnel authorized to inform me and/or receive my 75 advice with respect to performance of my duties as well as others who may be authorized to receive 76 such information in the context of USCYBERCOM/USSTRATCOM/NSA operations and; 77

UNCLASSIFIED//FOR OFFICIAL USE ONLY

Initials:______Date:_______

2. Technical assistance and advisory contractor personnel authorized in writing by the COR to receive 79 and discuss specific information with me. 80

3. Persons designated by USCYBERCOM/USSTRATCOM/NSA as designated to receive deliverable 82 documents in accordance with any contract sensitive information. 83

I will not disclose or release any information provided to me pursuant to this Agreement without proper 85 authority or authorization. Should situations arise that warrant the disclosure or release of such 86 information I will do so only under approved circumstances and in accordance with the laws, 87 regulations, or directives applicable to the specific categories of information. I will honor and comply 88 with any and all dissemination restrictions cited or verbally relayed to me by the proper authority. 89

I acknowledge an authorized Classification Advisory Officer (CAO) must review any information I 91 generate prior to release of said information by me outside of my immediate daily work group, when 92 desiring to place the information on an information system of a different classification level, or by any 93 other release in hard or soft copy forms. 94

I acknowledge I am familiar with and will comply with the mandatory USCYBERCOM and NSA 96 prepublication review requirements. 97

Upon completion of my work, as specified above, I agree to return or certify in writing that I have 99 destroyed all documentation and information as well as all copies and summaries thereof. 100

If any provision of this agreement is determined to be void or unenforceable in whole or in part, then 102 such void or unenforceable provision shall not be deemed to affect or impair the enforceability or 103 validity of any other provision of this agreement or any part thereof. 104

I agree that a breach of this agreement by way of disclosure of any proprietary information, sensitive 106 information and information of a financially sensitive or source selection sensitive by me to any 107 unauthorized person or the unauthorized production, reproduction, sale and/or use by me of any of the 108 proprietary information, sensitive information and information of a financially sensitive or source 109 selection sensitive may cause irreparable harm to the U.S. Government, and in the event of such 110 breach, the Government may be entitled to pursue appropriate legal remedies. 111

This agreement does not include or apply to the following information: 113

1. At the time of disclosure, information in my possession that was not acquired by me under an 115 obligation of confidentiality to any third party. 116

UNCLASSIFIED//FOR OFFICIAL USE ONLY

2. At the time of disclosure, information that is generally known to the trade or public through a source 118 having the lawful right to disclose such information. 119

3. Information required to be disclosed by me in a judicial or administrative proceeding pursuant to a 121 judicial or administrative order, providing that I notify the Contracting Officer or the Contracting 122

Officer’s Technical representative within 72 hours of receipt of the order. 123

4. Information I can demonstrate was developed independently from the U.S. Government. 125

5. Information that was received by me from a third party which did not require me to hold it in 127 confidence and who did not acquire it directly from USCYBERCOM/USSTRATCOM/NSA, or any of 128 the parties associated with the efforts on behalf of USCYBERCOM/USSTRATCOM/NSA . 129

6. Information USCYBERCOM/USSTRATCOM/NSA or the US Government is required by law to 131 disclose. 132

7. Information I can demonstrate is widely available to appropriately cleared individuals via automated 134 information systems (i.e. posted to non-password restricted webpages, Wiki sites, Intelpedia sites) 135

This agreement constitutes the entire agreement between the parties and supersedes any prior or 137 contemporaneous oral or written representations with regard to the protection of the information 138 addressed herein. This agreement may not be modified except in writing signed by both parties to this 139 agreement. 140

This agreement shall be governed by, and construed in accordance with, United States Federal statutes 142 and regulations, notwithstanding any state conflict law statutes, practices, or rules of construction. 143

I hereby certify that I have read this non-disclosure agreement and I am familiar with the directives and 145 policies governing the disclosure of procurement sensitive information (FAR 3.104 – Procurement 146

Integrity and 41 USC 423). I am also familiar with the Privacy Act (5 USC 552a), the Trade Secrets 147

Act (18 USC 1905) and the Economic Espionage Act of 1996 (18 USC 1831-1839). I will fully and 148 completely observe these directives and will not disclose such information to any unauthorized person, 149 or use any information obtained for private use or gain at any time, including subsequent to the 150 performance of duties, and for a period of one year thereafter. 151

Contractor Employee Name: __________________________

Signature and Date:_________________________

Approved by: ______________________________