Attachment 11

HTC711-09-R-0036

Attachment 11

UNITED STATES TRANSPORTATION COMMAND

JOINT FLOW AND ANALYSIS FOR TRANSPORTATION (JFAST)

NON-DISCLOSURE AGREEMENT

1. I, _____________________ (Prime Offeror Company Representative Name), hereby agree to the terms and conditions regarding Joint Flow and Analysis for Transportation (JFAST) set forth below:

2. “Protected Information” applies to all materials identified by the Contracting Officer as protected. Protected information includes all information whether paper or in an electronic format.

3. Information identified as “Protected Information” shall be disclosed only to those parties (“Parties”) who intend to offer a proposal for JFAST, are identified in writing to the Contracting Officer (including subcontractors), and sign a JFAST non-disclosure agreement. Protected Information shall only be disclosed to support staff of those parties who are directly employed by those Parties (including subcontractors) identified on the JFAST non-disclosure agreement.

4. It is the responsibility of the Parties (including subcontractors) receiving Protected Information to take all precautions necessary to prevent disclosure of protected information. In addition to physically and electronically securing, safeguarding, and restricting access to the protected information in the Parties’ (including subcontractors’) possession, these precautions include sending and receiving protective information using physical and electronic methods that are within the control of the Parties (including subcontractors). Protected information shall not be sent using electronic mail. Protected information shall not be placed on a shared network drive unless adequate password or other precautions are in place to prevent the disclosure and/or access of protected information.

5. These precautions also include advising Parties’ (including subcontractors’) support staff of their obligations prior to providing them with access to protected information. Support staff not directly employed the Parties (including subcontractors) will not be provided with access to the protected information.

6. The identified Prime Offeror shall be the recipient for the JFAST Protected Information CD-ROM(s). The Prime Offeror shall receive one Protected Information CD-ROM for its use and one CD-ROM for each of its identified subcontractor(s). The Prime Offeror is responsible for distribution of the JFAST Protected Information CD-ROM(s) to its identified subcontractor(s) and ensuring that adequate precautions are taken to prevent disclosure of protected information. The Contracting Officer will not provide JFAST Protected Information CD-ROM(s) to any party other than the identified Prime Offeror and assumes no responsibility for authorized distribution of the Protected Information CD-ROM to the Prime Offeror’s subcontractors.

7. The Prime Offeror shall provide the original signed copy of the JFAST non-disclosure agreement to the Contracting Officer. The Prime Offeror shall ensure that each of its subcontractor(s) are listed on the JFAST non-disclosure agreement prior to providing the subcontractor with a Protected Information CD-ROM.

8. The identified Prime Offeror will return all JFAST Protected Information CD-ROM(s) provided to it by the Contracting Officer upon written request by the Government. The Prime Offeror assumes all responsibility for the timely collection of all JFAST Protected Information CD-ROM(s) from its subcontractor(s). The Prime Offeror is responsible for the cost of mailing/shipping Protected Information CD-ROM(s) to the Contracting Officer upon his/her written return request.

9. Use the protected information contained on the JFAST Protected Information CD-ROM(s) only for contractor proposal information.

10. Any failure to properly safeguard protected information, unauthorized release of protected information, or failure to abide by the JFAST non-disclosure agreement, may be used in determining whether the prospective Prime Offeror or subcontractor(s) are responsible under FAR Subpart 9.1 for JFAST or future Government contracts.

11. Should __________________________ (Prime Offeror Company Name) or any of its subcontractors become aware of any improper or unintentional release or disclosure of protected information, the Prime Offeror or subcontractor(s) will immediately report in writing to the Contracting Officer.

CERTIFICATE

I hereby certify that I have read the above agreement governing the disclosure of protected information, related to JFAST in support of USTRANSCOM requirements and that __________________________ (Prime Offeror Company Representative Name) voluntarily agrees to be bound by this agreement and will not disclose protected information to any unauthorized entity. I further certify that I am authorized to bind _____________________________ (Prime Offeror Company Name).

FOR OFFICIAL USE ONLY