NDA.pdf

Standard NDA (Noblis Recipient) Revised: 02/07

NON-DISCLOSURE AGREEMENT

This Agreement is made as of the ________day of _____________, 2008, by and between Noblis, a

Delaware corporation, having a principal place of business at 3150 Fairview Park Drive South, Falls

Church, VA 22042-4519, and __________________________________(hereinafter “Disclosor”) having a principal place of business at _________________________________________________________.

Noblis is providing certain services for Disclosor, and under contract to, the Transportation Security

Adminisration (hereinafter “TSA”). In order for Noblis to fulfill its obligations, Disclosor shall disclose to

Noblis certain proprietary/company confidential information. The purpose for its disclosure, is described as follows: Technical and price proposal information submitted in response to TSA solicitation HSTS05-

08-R-OSO900 - Transportation Security Administration Specialized Security Training (the “Purpose”).

Disclosor is willing to disclose such information to Noblis provided that Noblis, in its capacity of assisting the TSA in support of the Purpose, agrees to protect the information from unauthorized disclosure or use under the terms and conditions of this Agreement.

The Parties agree as follows:

1. Disclosor may provide company confidential information to Noblis under this Agreement in oral, visual or written form, which may include, but not be limited to, documentation, specifications, drawings, models, sketches, computer programs, reports, data, techniques designs, codes, and financial, statistical or technical information. Disclosor shall identify any company-confidential information disclosed hereunder with an appropriate, conspicuous legend

(“Company Confidential”, or "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal."). All other non-tangible (discussions, briefings, etc.) disclosures to Noblis shall be identified as confidential at the time of disclosure and will be summarized in writing, identified with a legend as described above, and forwarded to the Noblis within thirty (30) days of disclosure. The confidential information described in this Paragraph 1 is collectively referred to hereinafter as the “Confidential Information”.

2. Noblis shall hold the Confidential Information in confidence and shall use it only for the

Purpose. Noblis shall limit distribution of Disclosor’s Confidential Information to those individuals within its organization, and TSA, who have a need to know in order to accomplish the Purpose. Noblis shall not disclose any Confidential Information to any other person, organization, or corporation without Disclosor’s prior written approval.

Standard NDA (Noblis Recipient) Revised: 2/07 Page 2 of 3

3. Noblis shall protect Disclosor’s Confidential Information with at least the same degree of care that it uses to protect its own confidential information. Noblis shall not be liable to Disclosor for unauthorized disclosure or use of Discloser’s Confidential Information which:

a) is or becomes publicly available, other than through the fault or negligence of Noblis;

b) was already known to noblis, without restriction, at the time of receipt from Disclosor;

c) is lawfully obtained by noblis from a third party rightfully and lawfully possessing the same without restriction;

d) is independently developed by Noblis without having had access to the Confidential

Information disclosed hereunder;

e) is obligated to be produced under an order of a court of competent jurisdiction, providing that Disclosor is notified by Noblis in advance of the disclosure;

f) is disclosed in any event, after the expiration of three (3) years from the date such information was delivered to Noblis.

All Confidential Information disclosed by Disclosor hereunder shall remain the property of

Disclosor and shall be returned to it, or destroyed, promptly upon request to, and authorization from, TSA.

5. Neither the Confidential Information disclosed under this Agreement nor the act of disclosure thereof by Disclosor shall constitute a grant of any license of any kind either under any trademark, patent or copyright, or application for same, or otherwise.

6. Disclosor indemnifies and holds harmless Noblis, its Board of Trustees, officers, agents, and employees from any and all liability or damages, including attorneys’ fees, court costs, and other related costs and expenses, arising out of its permitted use of this information irrespective of the cause of said liability.

7. This Agreement shall be effective as of the date first written above and shall terminate one (1) year thereafter, provided, however, that this Agreement may be terminated by either Party at any time by written notice of termination to the other Party. Noblis’ obligations herein shall survive the termination of this Agreement.

8. Points of Contact for all communication pertaining to this Agreement, and subject to change upon written notice:

For Noblis:

3150 Fairview Park Drive South Falls Church, VA 22042-4519 ATTN: James E. Findley james.findley@noblis.org

Standard NDA (Noblis Recipient) Revised: 2/07 Page 3 of 3

For Disclosor :

9. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, that portion shall be severed and a new enforceable provision shall be negotiated by the Parties and substituted to accomplish the intent of the severed provision as nearly as practicable. The remaining provisions of the Agreement shall remain in full force and effect.

10. No waiver or modification of this Agreement will be binding upon either Party unless made in writing and signed by a duly authorized representative of such Party, and no failure or delay in enforcing any right will be deemed a waiver.

11. All documentation, correspondence and communications relating to this Agreement shall be in the English language.

12. Each party shall bear all costs and expenses incurred by it under or in connection with this

Agreement. Nothing in this Agreement shall be construed as an obligation by either Party to enter into a contract, subcontract, or other business relationship with the other Party.

13. Neither Party to this Agreement may assign or transfer this Agreement or any of its rights and obligations hereunder to any third party (except to a legally recognized successor in interest to all or substantially all of the Party’s assets) without the prior consent in writing from the other Party, which consent shall not be unreasonably withheld.

14. This Agreement, which shall be governed by the laws of Virginia represents the complete and exclusive understanding of the Parties pertaining to the disclosure of this proprietary/company-confidential informa tion. It may be amended only by a mutually executed writing.

The Parties agree to the above as signified by executing below:

For: Noblis For: __________________________

Signature: ______________________ Signature:_______________________

Name: James E. Findley Name:

Title: Senior Contract Negotiator and Administrator Title: