HB0001-19-R-0011.docx

HB000119R0011

Section B - Supplies or Services and Prices

National and International Policy Lvl II

FFP-LOE

Cyber Strategy Consultant - National and International Policy SME Level 2 Work IAW SOW FOB: Destination

PSC CD: R406

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CEILING PRICE

DoD Policy Level III

Cyber Strategy Consultant - DoD Policy Level 3 Work IAW SOW

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CEILING PRICE

Communications Technologist Level I

Cyber Strategy Consultant - Communications Technologist Level 1 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - National and International Policy SME Level 2 Work IAW SOW

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Cyber Strategy Consultant - DoD Policy Level 3 Work IAW SOW

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Cyber Strategy Consultant - Communications Technologist Level 1 Work IAW SOW

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Cyber Strategy Consultant - National and International Policy SME Level 2 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - DoD Policy Level 3 Work IAW SOW

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Cyber Strategy Consultant - Communications Technologist Level 1 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - National and International Policy SME Level 2 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - DoD Policy Level 3 Work IAW SOW

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Cyber Strategy Consultant - Communications Technologist Level 1 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - National and International Policy SME Level 2 Work IAW SOW

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CEILING PRICE

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Cyber Strategy Consultant - DoD Policy Level 3 Work IAW SOW

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Cyber Strategy Consultant - Communications Technologist Level 1 Work IAW SOW

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Section C - Descriptions and Specifications

SNOOK STATEMENT OF WORK

(U) STATEMENT OF WORK

VERSION 1.0

CONTRACT:

Table of Contents

1 (U) Introduction/Background (U//FOUO) USCYBERCOM J9 is tasked to coordinate, integrate, and prioritize cyberspace capability development efforts to rapidly deliver joint operational projects through integrated project delivery. The Director of the J9 provides guidance, vision and intent to the directorate and serves as the Command Chief Information Officer. The J9 translates operational needs to capability requirements, identifies gaps between them, and develops the activities and plans to address capability gaps; coordinates, prioritizes, and enables capability development across the USCYBERCOM Directorates and supporting organizations; rapidly procures and/or delivers joint products with associated sustainment plans to meet the current and future mission needs; and operates and maintains USCYBERCOM’s technical baseline of mission-ready capabilities.

(U//FOUO) The Deputy Director, Current Capabilities (DDCC) which reports to the J9 Director, delivers Command Control Communications Computers (C4) Systems and Information Technology (C4IT) capabilities for USCYBERCOM in support of full-spectrum military Cyberspace Operations. The DDCC and its divisions shapes the cyberspace domain in support of USCYBERCOM’s vision through enhanced command and control, C4 strategy and guidance, enterprise architecture, and risk management strategies. The DDCC provides cybersecurity of information systems and networks throughout USCYBERCOM, as well as Web Services and Architecture and Engineering, including emerging IT assessment and integration.

(U//FOUO)The Deputy Director, Future Capabilities (DDFC), which reports to the J9 Director, oversees development of advanced Tactics, Techniques, and Procedures (TTPs) to employ capabilities effectively. The DDFC currently serves as the acting Command Acquisition Executive, responsible for oversight of USCYBERCOM’s acquisition authority. In addition, the DDFC, performs continuous identification of requirements for capabilities required to solve operational problems and develops feasible solutions through the unique composition of existing technology, new capability development, and/or research. New capabilities to the system or network are tested in the Cyber Immersion Lab (CIL). DDFC provides strategic vision and direction to advance capability development through the Services and USCYBERCOM agency partners, and assists in aligning cyberspace research through the Services, DoD research organizations, United States (U.S.) Government agencies and research labs, academia, industry, and key partners. The DDFC provides a small capacity for rapid development and conducting test and evaluation of cyberspace capabilities. The DDFC is responsible for providing technical expertise and systematic processes to assess proposed capability development projects and to oversee testing and evaluation of cyberspace capabilities.

(U//FOUO) USCYBERCOM J9 has a need for services to include professional consulting, assisting the Government in developing policy, coordinating activities, implementing initiatives, and support engagements among USCYBERCOM, the Department of Defense, and the Intelligence Community.

1.1 (U) Scope (U//FOUO) The scope of this effort is to provide a full range of program support, policy support and advisory and assistance services to support the needs of the USCYBERCOM J9 Executive Front Office. These services will assist in long range planning, development of strategic communications, review of policies and procedures, recommending documentation and policy updates, consulting, and reporting. The contractor shall perform all the following tasks in support of specific USCYBERCOM J9 initiatives:

· Provide technical and functional expertise in Defense and Service cyber strategy, policy, legislative, and budgetary initiatives;

· Provide document review, analyze issues, prepare comments and coordination with USCYBERCOM leadership for cyber-related policy, legislation and decision memoranda;

· Support the cross-agency coordination of decision documents via electronic dissemination to support consistent understanding and cognizance with respect to the Directorate’s position on sensitive issues;

· Draft and coordinate point papers in support of J9 Directorate leadership to accomplish a coordinated response with internal and external stakeholders;

· Engage Government leadership regularly to ensure consistency and accuracy regarding USCYBERCOM J9 posture on time-sensitive tasks;

· Provide time-sensitive task analysis in response to USCYBERCOM and DoD-derived requests;

· Assist in the development of summary planning documentation to support planned VTC engagements and provide weekly support updates designed to track time-sensitive tasks and business, both internal and external to USCYBERCOM, a full range of tasks and commitments related to DoD cyber policy, National and International cyber policy, as well as activity that entails senior leadership commitment and readiness;

· Prepare, consolidate, edit, and coordinate, with J9 Director approval, reporting documents for internal and external consideration;

· Assist USCYBERCOM J9 leadership with implementing Command initiatives and objectives and contribute to the development of concepts of operation and doctrine pertaining to cyber operations;

· Facilitate and support strategic planning sessions aimed at identifying and prioritizing J9 Directorate initiatives and challenges for the Government;

· Assist the J9 Director in communicating and socializing (e.g. drafting white papers, talking points, briefings and facilitating forums) USCYBERCOM’s activities to internal and external stakeholders, workforce, and partners.

· Attend internal and external working group sessions, capture pertinent mission-related data points.

1.2 (U) Place of Performance (U//FOUO) The primary place of performance for this effort shall be the USCYBERCOM facilities in the Fort Meade, MD area. Travel in and around the primary place of performance may be required throughout the period of performance. Additional travel within CONUS may be required to support the requirements of this SOW.

(U//FOUO) The Contracting Officer (KO) may designate other sites as required for performance of this effort. The Contractor shall not be required to continue performance in emergency or mission essential conditions. Additionally, the Contractor may be required to account for the whereabouts of their personnel should this information be requested by the COR.

2 (U) Tasks (U//FOUO) The Contractor shall provide support for the tasks described below:

2.1.1 (U) Task 1 – USCYBERCOM J9 Cyber Strategy and Policy Support (U//FOUO) The Contractor shall support USCYBERCOM J9 Directorate and its responsibilities with regard to Department of Defense (DoD) strategic and operational planning cyber initiatives. This work includes development and coordination of command-wide positions, interaction with internal and external constituencies, research and synchronization of policies related to cyber, with internal and external initiatives and processes related to DoD strategic and operational planning initiatives.

(U//FOUO) The Contractor shall support USCYBERCOM J9 participation in the development, research, authoring, and delivery of strategy papers to support Command initiatives. The Contractor shall assist with coordination with internal and external stakeholders for development of strategies, and assist the J9 Director with implementing approved plans and objectives. The Contractor shall assist in communicating and socializing (e.g. via developed briefings and facilitated forums) USCYBERCOM J9 activities that support DoD initiatives.

(U//FOUO) The Contractor shall support USCYBERCOM J9 efforts to develop and clarify policy and to develop and promulgate the doctrine necessary to implement the policies. The Contractor shall assist in the following:

· Participate in committee engagements and responses to tasking and working groups;

· Coordinate efforts among DoD, DHS, and other departments and agencies;

· Draft policy, doctrine, concepts of operation in concert with DoD, DHS, and the IC.

· Issue and bullet background papers on strategy, legislative actions/public policy, federal budget, and other analyses.

· Support the development of J9 initiatives, legislative reclamas and issue papers, and support internal/external coordination of these documents.

· Review publications and documentation both received and generated by the J9 Directorate for release to internal/external stakeholders. Provide review of J9 Directorate reports to the Commander/USCYBERCOM.

· Provide advisory support to J9 Director on long term planning strategy to support the growth and evolution of the Command, to include manpower, workforce structure, fiscal and acquisition expertise.

· Serve as the focal point for all Congressional inquiries and responses on behalf of the J9 Directorate, to include

· Task analysis;

· Document review and comments;

· Coordination across USCYBERCOM J9 stakeholder organizations and in collaboration with external partners;

· Drafting of point papers, briefings, talking points, and other executive level of communications (e.g. drafting emails, correspondence for senior leadership);

· Preparation of position papers consistent with senior leadership position.

· Manage the J9 cyber personnel database. The Contractor shall maintain and manage the Microsoft Access personnel database for the J9 Executive Support Division. Effective management of the database shall ensure all directorate personnel are accounted for, to include arriving and departing personnel. The Contractor shall be able to produce manpower reports extracted from the database and ensure J9 leadership is accurately tracking and aware of all personnel (Air Force Civilian, NSA Civilian, Military, Contractor, Detail, etc.) currently within the J9 Directorate and by each division. The Contractor shall be able to produce new reports along with adjusting and editing all existing products. In addition, the Contractor shall produce PowerPoint slides and briefings that effectively reflect manpower shortages and deficiencies within the J9 Directorate and provide updates in staff meetings and other briefings.

2.1.2 (U) Task 2 – Strategic Coordination Support (U//FOUO) The Contractor shall liaise with external and internal stakeholders (e.g. DoD, JCS, IC) to foster an understanding and appreciation for how USCYBERCOM J9 efforts advance and integrate with national-level goals and objectives while achieve the objective of researching and developing capabilities. The contractor shall assist in integrating USCYBERCOM J9 efforts with existing and emerging cyber-related efforts across DoD, IC, and the Federal Government.

(U//FOUO) The Contractor shall assist in designing and implementing communications strategies to advance the J9 Director’s objectives and requirements by:

· Coordinating with appropriate USYCBERCOM personnel to communicate key messages;

· Supporting the development of topics, writing, and editing messages, articles, and communications materials to build awareness and acceptance of overall cyber goals and objectives;

· Working with resources to visually convey complex cyber concepts and messages in a simplified manner.

(U//FOUO) The Contractor shall assist in identifying, planning, coordinating, and facilitating forums for communication and collaboration by:

· Coordinating all efforts to brand and create a unified message across the DoD;

· Scheduling, coordinating and managing logistics for internal and cross-department communication events and forums;

· Facilitating partnering opportunities with mission responsible authorities to develop approaches for solutions.

· Prepare after-action reports as required.

2.1.3 (U) Task 3 - Legislative Preparation (U//FOUO) The Contractor shall support the design, development, maintenance, and update of documents (e.g. white papers, briefings, reports) including web-based resources that support the effort delineated in this SOW.

(U//FOUO) The Contractor shall assist in crafting language, narratives, and images that get migrated to websites in support of this effort.

(U//FOUO) The Contractor shall prepare and maintain presentation materials that support this effort.

(U//FOUO) The Contractor shall support the USCYBERCOM J9 leadership within the dynamic cyber communication environment.

(U//FOUO) The Contractor shall leverage technology management platforms to automate information sharing and communications processes by:

· Supporting the management, development and execution of new communications vehicles, such as USCYBERCOM collaboration tools, video, online publications, and websites to ensure that key messages are available to all members of the workforce and other stakeholders;

· Assisting in the design, maintenance and update of workflow processes and documents to include web-based resources, SharePoint, aliases, to automate coordination and information sharing activities.

2.1.4 (U) Manpower Estimate (U//FOUO) The Government anticipates the following manpower levels are required to satisfy this effort. Alternate labor categories and level of effort may be proposed by the Contractor based on the Contractor’s expertise and the Government’s mission requirements.

The Government may request additional level of efforts to address within-scope requirements as a result of surges, special studies, or other unanticipated needs for persons under this effort. While most of these effort will be short-term and require only a limited increase in the level of effort, the potential for increases for a longer-term also exists. The maximum within scope surge support requirement under this contract for any given year may not exceed 100 percent of the base year level of effort using the base year as a measure. Upon notification from the Government, the Contractor shall provide a proposal for the additional sure support requested, to include full pricing data using the approved labor categories and labor rates for the subject base/option year of the original contract. While the government expects contractors’ best efforts for timely responses, allowances will be made for short suspense of complex requirements. Only the Contracting Officer can approve additional work on this contract, and under no circumstances shall any additional work begin without the Contracting Officer’s explicit authorization.

2.1.5 (U) Contractor Program Management (U//FOUO) The Contractor shall be required to generate Monthly Status reports and Quarterly meetings which shall be used by USCYBERCOM to track progress. Meetings and trips shall be documented. The contractor shall designate a Point of Contact (POC) who shall serve as the focal point for this contract. The POC shall directly oversee all aspects of the contract to include cost, schedule, and performance and shall provide the technical, managerial, and administrative support necessary to ensure the effectiveness and integrity of this effort. The POC shall keep in close contact with the Contracting Officer (CO) or the Contracting Officer’s Representative (COR) as necessary. Immediate verbal and written notification of any event known to the contractor that may jeopardize cost, schedule, or performance shall be provided to the COR in time to prevent or mitigate the effect of the event.

(U//FOUO) The Contractor’s POC shall ensure that proprietary data and/or classified data furnished to the contractor or otherwise provided for access are fully protected and remains within Government spaces. Personnel supporting this effort shall be required to sign a nondisclosure agreement.

3 (U) Security

(U//FOUO) The Contractor shall fully comply with all security requirements established for this contract by the Contract Security Classification Specifications (DD254). The Contractor shall submit, update, and maintain a current Contractor Position Roster Log (CPRL). The CPRL is to be managed according to published guidelines from the Office of Security Services Policy Issuance 10-10, Industrial Security Program, dated March 1996.

(U//FOUO) The Contractor shall provide TS/SCI-cleared personnel, with a counterintelligence polygraph (CI- POLY) who are qualified and fully trained.

(U//FOUO) All Contractor personnel assigned to work on classified activities shall be cleared, if necessary, at the Top Secret/Sensitive Compartmented Information (TS/SCI) level clearance in accordance with "Personnel Security Requirements for Contractor Access to NSA/CSS Sensitive Compartmented I (Attachment to DD 254)", dated January 2005. In certain circumstances and only with COR approval, uncleared personnel may be permitted to perform specific unclassified tasks (e.g. technical writing) without a final security clearance, provided that individual's security clearance has been initiated by submission of security forms and paperwork through proper channels.

(U//FOUO) Uncleared Contractor personnel may be authorized to perform unclassified tasks. However, non-U.S. citizens, to include immigrant aliens, are not authorized access to any portions of this contract or to commence performance of any work under this contract without express written approval from the Contracting Officer. The Contractor shall provide all the requested information for processing of each non-U.S. citizen seeking access to or being proposed to perform work on this contract.

(U//FOUO) The Contractor shall comply with OPSEC plans and policies provided by the government. All subcontracts for which any subcontractor employees will be required to have access to classified information shall also be subject to the same security requirements as set forth above.

4 (U) Government Furnished Property/Information (U//FOUO) No Government Furnished property shall be included in this effort.

5 (U) General Information (U//FOUO) Local travel at destinations is authorized. Travel to other locations, including OCONUS, requires prior approval by the Contracting Officer’s Representative (COR).

(U//FOUO) All travel performed on this contract shall be subject to prior Government COR approval. All travel shall be performed on a reimbursable basis, and reimbursed in accordance with the Joint Travel Regulations (JTR). The contractor shall be responsible for making arrangements for all airfare, car rental, and lodging required during approved trips. The contractor shall be responsible for tracking travel expenditures and reporting usage rates in the monthly status reports.

(U//FOUO) Other Direct Costs are authorized, with approval by COR and shall be itemized and reported per Contract Data Requirements List (CDRL) item described in paragraph 5.1.

5.1 (U) Reports, Data and Deliverables (U//FOUO) The Contractor shall deliver all Contract Data Requirements List (CDRL) for the Government to track the Contractor’s deliverables. All CDRLs shall be delivered to the COR in electronic form. CDRLs cover sheet shall indicate the date and tracking / version number of the CDRL document for cross-referencing purposes.

5.1.1 (U) Monthly Status Report (CDRL Item A001)

5.1.1.1 (U//FOUO) An unclassified itemized financial status report which shall include actual hours by employee, details of ODC expenses, expected funds depletion date, a chart of budgeted cost for work performed (BCWP), actual cost for work performed (ACWP) and variance at completion (VAC) is to be delivered to the COR. Tables, lists and charts shall also be delivered in editable Microsoft Excel format. Monthly Status Reports are due no later than ten (10) working days after the end of the month.

5.1.1.2 (U//FOUO) A work breakdown structure will be provided which shall be in MS Project format, updated for each existing and new significant action item, showing new and completed items that show management metrics. Management metrics that shall include at a minimum: start date, planned and actual hours expended by member of the staff (so that all hours charged against the effort are accounted for), percent completed and finish date.

5.1.2 (U) Project Management Plan (CDRL Item A002) (U//FOUO) The Contractor shall generate a project management plan (PMP) that shall be delivered within three (3) weeks of award. The plan shall be approved by the COR. The project management plan shall be a tailored document that includes a Work Breakdown Schedule (WBS), a schedule, financial plan, processes for management and addresses when the plan needs to be updated.

5.1.3 (U) Quarterly Review Report (CDRL Item A003) (U//FOUO) The Contractor shall deliver a quarterly review report to the COR in electronic form. This document will include the activities and progress of efforts in meeting USCYBERCOM goals. The unclassified document shall indicate the date and tracking / version number of the posted document for cross-referencing purposes. Quarterly Review Reports are due fifteen (15) working days after the end of each quarter, based on calendar year.

5.1.4 (U) Trip Agendas and Reports (CDRL Item A004) (U//FOUO) The Contractor shall deliver trip agendas and reports for each trip outside their place of performance. The trip agenda shall be delivered before the trip commences. The trip report shall be delivered within five (5) business days after returning from the trip.

5.2 (U) Qualifications of Personnel (U//FOUO) The Contractor shall demonstrate capabilities of proposed personnel via resume. The contractor shall staff the contract with qualified personnel in accordance (IAW) with the skill levels defined in the labor category descriptions listed in Appendix A, Labor Category Descriptions. Contract personnel shall be staffed and submitted for security processing within 5 calendar days of award.

(U//FOUO) All proposed personnel are considered key personnel. As such, any change in personnel will be subject to prior Government approval. The contractor is required to minimize the effect and impact to USCYBERCOM by strategically managing contractor personnel turnover to the greatest extent possible. The Contractor shall notify the COR of any change in personnel assigned to this effort and provide a resume for the proposed personnel replacement that substantiates the minimum personnel requirements of the SOW. The Contractor shall provide appropriate data (e.g. professional resumes) to establish the credentials and suitability of personnel under consideration for assignment to the contractor workforce. Currency of qualifications is a requirement. Any deviation from this policy requires authorization from the CO.

(U//FOUO) The Contractor shall designate a lead to be the primary interface between the contractor and the Contracting Officer’s Representative.

(U//FOUO) Refer to Appendix A of this Statement of Work for labor category descriptions.

5.3 (U) Nonpersonal Services (U//FOUO) The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances shall the Government assign tasks to, or prepare work schedules for, individual contractor employees. It shall be the responsibility of the contractor to manage its employees and to guard against any actions that are of the nature of personal services, or give the perception of personal services. If the contractor feels that any actions constitute, or are perceived to constitute personal services, it shall be the contractor’s responsibility to notify the Contracting Officer immediately. These services shall not be used to perform work of a policy/decision making or management nature, i.e., inherently Governmental functions. All decisions relative to programs supported by the contractor shall be the sole responsibility of the Government.

5.4 (U) Subcontractors (U//FOUO) Subcontractors and consultants are anticipated. Use of subcontractors and consultants other than those included in the contactor’s proposal shall require prior approval by the Contracting Officer.

5.5 (U) Administrative Information (U//FOUO) Technical discussions held by the Contractor with end-users, sponsors, or others do not authorize ANY change to cost, schedule, or scope of this effort. Such matters must be resolved by the Contracting Officer.

6 (U) Appendix A: Labor Category Descriptions (U//FOUO) This appendix is UNCLASSIFIED//FOR OFFICIAL USE ONLY overall; individual entries are UNCLASSIFIED. Following are the descriptions of the personnel labor categories and qualifications for the program:

· Bachelor's degree in a cyber-related field (Computer Science, Computer Engineering, Cyber Security) or a field requiring communications and analysis skills. In lieu of a Bachelor's degree, a total of 14 years of experience is required.

· Minimum 14 years' experience in a cyber-related field (e. g., Information Assurance, Information Systems Security, and Computer Network Defense) in the development of National Security Policy and Strategy.

· Minimum 14 years’ cumulative experience in Legislative process and Congressional relations, plus any four (4) of the following:

· Interdepartmental or interagency collaboration and cooperation

· Capabilities and requirements analysis

· Performance management and metrics implementation

· Process definition, deployment, and improvement

· Facilitation of team activities and resulting product development

· Program analysis and evaluation Desired Qualifications:

· 6 years cumulative experience in any of the following areas:

· DoD requirements definition process, capability requirements management, capabilities development, and systems acquisition support.

· Systems engineering

· DoD planning processes at the joint level

· Decision analysis and facilitation

· Program management

· DoD cyber policy, strategy, doctrine and DoD implementation.

· Master's degree in a relevant technical discipline

· Master's degree in a cyber-related field (Computer Science, Computer Engineering, Cyber Security) or a field requiring communications and analysis skills. In lieu of a Master's degree, a bachelor’s degree in a cyber-related field plus 20 years’ experience is required.

· Minimum 20 years' experience in cybersecurity (e.g. Information Assurance, Information Systems Security, and Computer Network Defense) in the development of National Security Policy and Strategy.

· Minimum 20 years cumulative experience in Legislative process and Congressional relations, plus any five (5) of the following:

· Interdepartmental or interagency collaboration and cooperation

· Capabilities and requirements analysis

· Performance management and metrics implementation

· Process definition, deployment, and improvement

· Facilitation of team activities and resulting product development

· Program analysis and evaluation

Desired Qualifications:

· Familiarity with the Office of the Secretary of Defense and its processes; direct support to US Government Senior Executives; program management expertise; and established network of contacts across the Combatant Commands or Intelligence Community

· Bachelor's degree in Communications, Business, Marketing, or a field requiring strategic communication and business skills. In lieu of a Bachelor's degree, 12 years' experience is required.

· Minimum 8 years' experience in a cyber-related field (e.g. Information Assurance, Information Systems Security, and Computer Network Defense) in the development of National Security Policy and Strategy.

· Minimum 8 years cumulative experience in four (4) of the following:

· Strategic communications

· Marketing

· Capabilities and requirements analysis

· Professional development/education/training program design and facilitation

· Team and stakeholder engagement facilitation

· Facilitation of team activities and resulting product development

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

Section F - Deliveries or Performance

DELIVERY INFORMATION

31-MAR-2020

PATRICIA RODRIGUEZ

USCYBERCOM ACQUISITION

9800 SAVAGE ROAD SUITE 6317

FORT MEADE MD 20755

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31-MAR-2020

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31-MAR-2020

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31-MAR-2021

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31-MAR-2021

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31-MAR-2021

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31-MAR-2022

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31-MAR-2022

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31-MAR-2022

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31-MAR-2023

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31-MAR-2023

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31-MAR-2023

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31-MAR-2024

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31-MAR-2024

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31-MAR-2024

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31-MAR-2020

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31-MAR-2021

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31-MAR-2022

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31-MAR-2023

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31-MAR-2024

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Section H - Special Contract Requirements

CUSTOM CLAUSES

ORGANIZATIONAL CONFLICT OF INTEREST: NONDISCLOSURE OF INFORMATION AND ISOLATION OF EMPLOYEES

(a) Definitions:

(1) "Protected Information" shall include information obtained in the course of contract performance as follows: (a) source selection information (as defined in FAR 3-104); (b) written or oral information or summaries thereof derived from Government Information Systems or Government personnel relating to internal Government operations and programs including, but not limited to, financial information, program budget information, and procurement information; and (c) third party technical proprietary information regardless of the method obtained. Protected Information shall also include without limitation all copies of Protected Information and all data, test results, simulations, and emulations or other information derived there from. Protected Information shall not include information that: (1) was independently developed by the Contractor as evidenced by a writing in possession of the Contractor prior to disclosure by the Government; (2) is lawfully received by the Contractor from another source; (3) is or becomes publicly available through no fault of the Contractor; (4) the Government agrees in writing is free of such restrictions; or (5) is designated as business sensitive proprietary information, which, if applicable, will be covered in another clause.

(2) Third party technical proprietary information means information of any form or characteristic designated by a third party to be proprietary and/or confidential. This information shall include, but is not limited to, specifications, designs, process information, marketing and business/plans, product road maps, prototypes, toolkits, and/or intellectual property that the third party lawfully claims is protected by applicable laws. For purposes of this clause, this information excludes business sensitive proprietary information.

(3) Business sensitive proprietary information refers to government and contractor/vendor information, not currently in the public domain, that may embody trade secrets or commercial or financial information and that may be sensitive or privileged (e.g., financial manpower and hourly reports, contract invoices and other financial information).

(b) Use and Disclosure Restrictions: Contractor shall use Protected Information obtained in the course of contract performance only for purposes necessary for proper performance of the contract. Contractor may disclose Protected Information to employees who fall under a Conflict of Interest (COI) mitigation plan and have signed nondisclosure agreements described below and who have a need to know the information for the purpose of performing this contract. Contractor may also disclose Protected Information to Government officials identified by the Contracting Officer (CO) or the Contracting Officer's Representative (COR). All information obtained by contractor employees during meetings and On-site assignment shall be presumed to be Protected Information. Contractor agrees that it will not embody Protected Information in any of its products or services without the written consent of the Government. Nothing in this clause shall prevent the Government from making use of or disseminating Protected Information or from entering into any agreement with any other entity in connection with the Protected Information, without any obligation to the Contractor.

(c) Employee Nondisclosure Agreements: Contractor shall require all employees assigned to this contract who are likely to require access to Protected Information to review this clause and sign the nondisclosure agreement included below. The Contractor will use its best efforts to ensure that its employees abide by the terms of the nondisclosure agreement and will do nothing to interfere with the employees' obligations. Contractor agrees to report actual and suspected violations of the nondisclosure agreement to the Contracting Officer (CO) and Contracting Officer's Representative (COR). The Contractor shall provide a copy of the signed agreement to the Contracting Officer.

(d) Identification of Corporate Affiliation: Contractor employees shall clearly identify themselves and corporate affiliation prior to engaging in any communications through which Protected Information may be obtained from Government personnel or third parties (e.g., meetings, telephones, and other situations where contractor status is not obvious).

(e) Firewall: Contractor agrees to establish an information firewall around such employees. The information firewall provisions are in addition to the requirements for the protection of classified government information. Protected Information may not be removed from government facilities unless authorized by the CO or COR. Such information authorized to be stored at a contractor facility shall be segregated from other information in such a way that it may be accessed only by contractor employees subject to the firewall provisions. The Contractor shall not solicit Protected Information from employees subject to the firewall. Contractor employees shall be instructed to report any such solicitations from company representatives or anyone else to the contracting officer or the CO or COR. Contractor also agrees that to the extent that the Protected Information relates to a pending procurement that it will not permit employees subject to the nondisclosure agreement to participate in any manner in any competitive procurement relating to that information, including, but not limited to, the preparation or submission of a competitive proposal on behalf of any prospective contractor or subcontractor.

(f) Protected Information from Third Parties: Prior to obtaining third party technical proprietary information, the Contractor shall obtain written agreement from the third party authorizing use of the information for contract purposes. Copies of these agreements shall be furnished to the Contracting Officer. If third party technical proprietary information is provided to contractor employees that is not clearly identified and properly marked, but contractor employees have reason to believe it qualifies as such, contractor employees shall treat the information as Protected Information until direction from the CO/COR regarding treatment of the information is received. However, this clause does not authorize the Contractor to receive or release business sensitive proprietary information. If business sensitive proprietary information is provided to contractor employees whether it is clearly identified and properly marked or not, contractor employees shall notify the CO or COR and shall prevent further disclosure of such information until direction from the CO/COR regarding treatment of the information is received. If the Government determines that previously provided information was not properly identified and marked, the Government shall give written notice to contractor employees with instructions on the treatment of such information.

(g) Length of Obligation: Obligations in regard to Protected Information shall continue as long as such information qualifies as protected.

(h) Waiver: Neither failure to require strict performance, nor waiver of a breach of any provision of this clause constitutes any waiver of the Government’s right to subsequently require full adherence to this Agreement.

(i) No Grant of Rights: Protected Information, unless otherwise specified in writing, shall remain the property of the Government (or third party with regard to its third party technical proprietary information), and shall be returned to the Government, or destroyed after Contractor's need for it has expired or upon request of the Government, and in any event, upon termination of this contract. No grant, ownership, license, or rights, including those to trademarks, inventions, copyrights, mask works, patents, or any other intellectual property, are either granted or implied under this contract (except as otherwise provided in this contract) or by the disclosure of Protected Information. The Government does not warrant the accuracy or completeness of Protected Information. The Contractor agrees to hold Government harmless from any claims by Contractor, its customers, or any third party for any loss or damage caused or alleged to be caused by reliance on, use, or knowledge of Protected Information. The Government may without notification make revisions to Protected Information.

(j) Violations of Obligation: Violations of the requirements of this clause by the Contractor's officers, employees, or agents may constitute grounds for default termination of this contract. In addition to contractual or other remedies available for violations of the obligations under this clause, the Government may exclude the Contractor from participation in Government acquisitions or impose strict Organizational Conflict of Interest terms if the CO determines that access to Protected Information by the Contractor gives it an unfair competitive advantage in particular acquisitions.

(k) Export Restrictions: The Contractor acknowledges that Protected Information which it receives hereunder may include technical data developed in the United States, and therefore shall treat such Protected Information in accordance with export control laws and regulations of the United States and shall not, without appropriate authorization, export or re-export such Protected Information or any product derived there from.

(l) Severability: If any court or board of competent jurisdiction determines that any provision of this clause is invalid, the remainder of the Agreement will continue in full force and effect, and the offending provision shall be restated to most nearly give effect to its stated intent.

(m) Interpretation: This clause is to be read in conjunction with DFARS 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends and is not intended to reduce or alter the obligations and responsibilities set out in that clause.

CONTRACTOR EMPLOYEE NONDISCLOSURE AGREEMENT

(a) 1. I, ______________________ hereinafter EMPLOYEE, understand that, in the course of my employment under Contract HB0001-19-C-XXXX, SNOOK, through my employer,__________________________________, hereinafter COMPANY, I may be given access to Protected Information of the UNITED STATES CYBERCOMMAND (USCC) and other Government contractors. For purposes of this agreement, "Protected Information" shall include information obtained in the course of contract performance as follows: (a) source selection information (as defined in FAR 3-104); (b) written or oral information or summaries thereof derived from Government Information systems or Government personnel relating to internal Government operations and programs including, but not limited to, financial information, program budget information, and procurement information; and (c) third-party technical proprietary information regardless of the method obtained. Protected Information shall also include without limitation all copies of Protected Information and all data, test results, simulations, and emulations or other information derived there from. Protected Information shall not include information that: (a) was independently developed by the Contractor as evidenced by a writing in possession of the Contractor prior to disclosure by the Government; (b) is lawfully received by the Contractor from another source; (c) is or becomes publicly available through no fault of the Contractor; (d) the Government agrees in writing is free of such restrictions; or (e) business sensitive proprietary information.

2. This agreement is necessary to prevent my employer from gaining an unfair competitive advantage through the acquisition and potential misuse of Protected Information, to allow me to perform under the subject contract free from conflict of interest which might bias my judgment, and to protect the interests of USCC and third parties.

3. I understand that I am not authorized to have access to business sensitive proprietary information, until I have signed the NDA attached to this clause.

4. I agree not to disclose or otherwise disseminate Protected Information to other than USCC personnel working on the Contract identified by the Contracting Officer (CO) or Contracting Officer's Representative (COR) as having a need for access to the Information or other contractor employees assigned to the project and identified by the CO or COR as having a need for access to the Information. I acknowledge awareness of the procurement sensitivity of certain Protected Information and certify that I will protect the confidentiality of all such material in my possession I understand that disclosure of Protected Information to anyone not properly entitled to access could result in a violation of the Procurement Integrity Act (41 U.S.C. 423) or a personal or organizational conflict of interest.

5. I agree to use Protected Information only in the performance of work requirements necessary to carry out my duties under the above referenced contract and task order. I will report to the CO or COR any actual or attempted violations of this agreement. I agree to return any and all Protected Information made available to me pursuant to performance of this contract, to the CO or COR upon the termination of my relationship with the contract or with COMPANY.

6. Length of Obligation: Obligations in regard to Protected Information shall continue as long as such information qualifies as protected.

7. I understand and agree that access to Protected Information precludes me from participating, on my own behalf; on behalf of COMPANY or subsequent employers; or on behalf of others, in the preparation of cost or technical proposals or taking part in contract negotiations involving or related to future requirements or projects, if such participation involves utilization of Protected Information. The CO may recognize exceptions to this preclusion on a case by case basis.

8. I agree that I will clearly identify myself as a representative of COMPANY prior to engaging in any communications through which Protected Information may be obtained from Government personnel or third parties (e.g., meetings, telephones, and other situations where contractor status is not obvious).

9. I verify that I have read and fully understand this Agreement of the Organizational…