19 RR Non-Disclosure Agreement_A02.pdf

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CONTRACTOR PERSONNEL NON-DISCLOSURE AGREEMENT

CERTIFICATION ON PERSONAL CONFLICTS OF INTEREST

1. Consent to Terms of Agreement. I, , an employee of _________________________________________ (“Contractor”) hereby personally consent to the terms of this Non-Disclosure Agreement (“NDA”) in consideration of my being granted conditional access to certain United States nonpublic information solely for the purpose of responding to solicitation(s) HS002122R0002 and/or HS002122R0003 for the Defense Counterintelligence and Security Agency (DCSA)’s Background Investigation Fieldwork Services requirement.

2. Receipt of Certain Sensitive Information and Basic Understanding. The Contractor employee identified in Paragraph 1 of this NDA may gain access to (1) Government procurement-sensitive information, business confidential or proprietary information of others, contract performance data or pre-decisional business, contract- or procurement-related information of the Federal government; (2) information protected from unauthorized release or disclosure under statute, regulation or privilege, including, but not limited to, the Privacy Act, the Freedom of Information Act, the Procurement Integrity Act and the Trade Secrets Act; (3) personally identifiable information (PII); (4) information otherwise sensitive because it is deliberative or pre-decisional in nature; (5) information which is sensitive because such information relates to internal Government practices which, if disclosed, would allow recipients of that information to circumvent a statute and/or regulation or give unfair competitive advantage; or (6) sensitive but unclassified information (SBU) and/or controlled unclassified information (CUI) (collectively the “Protected Information”).

A. Definition of PII. 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 and 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.

B. Definition of CUI/SBU. CUI/SBU is any information the Government creates or possesses, or that an entity creates or possesses for or on behalf of the Government, that a law, regulation, or Government-wide policy requires or permits an agency to handle using safeguarding or dissemination controls. The loss, misuse, or unauthorized access to or modification of CUI/SBU could adversely affect the national interest or the conduct of Federal programs. This definition includes trade secrets or other information protected under the Trade Secrets Act and may include other information designated by DCSA or as defined by other Federal Government sources.

C. Scope of Other Sensitive and Proprietary Business-Related Information. Procurement sensitive information, business confidential or proprietary information of others, and contract performance data includes procurement data, contract information, plans, strategies, performance data, and dollar costs and other information described in the Trade Secrets Act, 18 U.S.C. §1905, the Procurement integrity Act, 41 U.S.C. §423, and the Federal Acquisition Regulation. This information is subject to the disclosure restrictions imposed by one or more of the following laws or regulations: the Trade Secrets Act, 18 U.S.C.

§1905; the Procurement Integrity Act, 41 U.S.C. §423; and/or the Federal Acquisition Regulation. Privacy Act information is protected from improper use and release by the Privacy Act of 1974, 5 U.S.C. §552a.

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Pre-decisional and deliberative information is exempt from public release under the terms of the Freedom of Information Act, 5 U.S.C. §552. Internal information that is sensitive because its public release would allow circumvention of a statute or regulation is also exempt from release under the terms of the Freedom of Information Act, and the fact that such information may not be publicly released is generally denoted by the fact that documents with this type of information are marked as “For Official Use Only,” “Controlled Unclassified Information” or “Sensitive But Unclassified” with the respective acronyms, “FOUO,” “CUI” and “SBU.” Improper disclosure of such information may result in the imposition of administrative, civil, and/or criminal penalties. Government pre-decisional business, contract-, or procurement-related information includes the categories of information described above in this paragraph and other information concerning discussions, meetings and communications that relate to, and precede, a final action to be taken by the Government, even if the final action may properly be disclosed to the public.

Such pre-decisional information may also be subject to the deliberative process privilege and no intent to waive same is indicated by its disclosure to contractor personnel, subcontractors and their personnel, consultants or other private persons in the performance of their contractual duties with the federal government.

3. Agreement for Access and Use of the Protected Information. In responding to the solicitation(s) set forth in Paragraph 1 of this NDA, the employees of the Contractor may have access to Protected Information, including controlled unclassified information (CUI)/sensitive but unclassified (SBU) and other sensitive, non-public information. The employees of the Contractor agree (a) to use and protect such information from unauthorized disclosure in accordance with Department of Defense Instruction 8582.01, Security of Unclassified DOD Information on Non-DOD Information Systems, June 6, 2012; (b) to use and disclose such information only for the purpose of responding to the subject solicitation(s) and to not use or disclose such information for any personal or commercial purpose; (c) to obtain permission of the Government Program Manager before disclosing/discussing such information with a third party; (d) to destroy notes pertaining to any non-public, sensitive information no longer required for proposal preparation; and (e) to advise the Government Program Manager of any unauthorized release of such information.

4. Certification from Individual Employees of Contractor. As an employee of Contractor, I hereby certify the following:

A. I will use the aforementioned types of information only for official government purposes in responding to the solicitation(s) set forth in Paragraph 1 of this NDA. I will disclose such information only to those individuals who have a specific need to know this information during proposal preparation.

B. I will not disclose any such information to employees of my company, or to any other contractor personnel/subcontractors/consultants or other privately employed person, unless they also have a specific need to know the information for the purposes of proposal preparation and only if they have also signed a copy of this agreement or another agreement that limits their use of the information to official purposes. I will take all reasonable precautions to prevent the unauthorized disclosure and use of such information.

C. I will not disclose, publish, divulge, release, or make known, in any manner or to any extent, to any individual other than persons who meet the descriptions in Subparagraphs 4A. or 4B. of this NDA, the content of any procurement sensitive information, business confidential or proprietary information, contract performance data, and pre-decisional business, contract- or procurement-related information of the federal government, government pre-decisional information or any other information

DCSA BI Fieldwork 19 RR Non-Disclosure Agreement HS002122R0002/R0003

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Version March 2022 Page 3 of 4 marked as “For Official Use Only,” “Controlled Unclassified Information,” or “Sensitive But Unclassified” provided to me or obtained during the course of proposal preparation in support of DCSA’s BI Fieldwork Services requirement. I understand that my access to the information covered by this NDA may create an Organizational Conflict of Interest for my employer with respect to subsequent procurements. In order to mitigate such a risk, I agree to make my employer aware of this non-disclosure agreement and of my access to information covered hereunder.

D. I do not have a Personal Conflict of Interest, as defined in Federal Acquisition Regulation 3.1101, that would arise from my participation in responding to the solicitation(s) set forth in Paragraph 1 of this NDA in support of DCSA’s BI Fieldwork Services requirement. Should a Personal Conflict of Interest arise during the course of my performance, I shall hereby notify my employer and the applicable DCSA Contracting Officer.

5. Acknowledgment, No Misuse of Protected Information and Compliance with Terms of the NDA. I have read this non-disclosure agreement, and I understand it. I will fully and completely observe this non-disclosure agreement and will not disclose the information described herein to any unauthorized person, or use any information obtained for private use or gain (my own or that of any other person or entity) at any time, including subsequent to proposal preparation in support of DCSA’s BI Fieldwork Services requirement.

6. Consultation with DCSA and Assignment - Use of Protected Information outside Contract Performance. I will submit to DCSA for security review, prior to any submission for publication, any book, article, column or other written work for general publication that is based upon any knowledge I obtain during the course of my work in connection with the DCSA. I hereby assign to the United States all rights, royalties, remunerations and emoluments that have resulted or will result or may result from any disclosure, publication, or revelation of nonpublic information not consistent with the terms of this Agreement.

7. Application and Duration of NDA. I understand, unless DCSA provides me a written release from this Agreement, or any portion of it, all terms, conditions and obligations contained in this Agreement apply both during my conditional access, and at all times thereafter.

8. Severability of Terms. Each provision of this Agreement is severable. If a court should find any provision of this agreement to be unenforceable, all other provisions shall remain in full force and effect.

DCSA BI Fieldwork 19 RR Non-Disclosure Agreement HS002122R0002/R0003

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IN WITNESS WHEREOF, the undersigned hereby executes this Non-Disclosure Agreement on the date indicated below.

NAME of Employee (print):

CONTRACTOR (Company) NAME:

SIGNATURE of Employee: DATE:

NAME of Employee Supervisor (print):

SIGNATURE of Employee Supervisor: DATE:

Copies retained by: Contracting Official, Contractor, and Employee

DCSA BI Fieldwork 19 RR Non-Disclosure Agreement HS002122R0002/R0003