Attach_4_TDP_Memo_of_Agreement.pdf

HTC71117RD001

Attachment 4

Memorandum of Agreement

I/We the undersigned, on behalf of the Requesting Organization listed below (hereafter referred to as the “Requester”), request release of the Analysis of Mobility Program (AMP) Technical

Data Package and agree to the following:

a. NON-DISCLOSURE AGREEMENT. In consideration for receiving the Technical Data

Package, the Requester agrees:

1) That the data contained therein shall be used only for and restricted to the AMP solicitation and shall not be used for any other commercial or non-commercial purpose. The Data shall be returned to USTRANSCOM no later than the proposal submission deadline. Requester shall not copy, reproduce, disclose or release the Data in any way, shape, or form in any media.

2) To strictly abide by and adhere to any and all restrictive markings, if any, placed on the data.

b. WAIVER OF WARRANTIES AND LIMITATIONS OF DAMAGES AGREEMENT.

The Requester and Approving Authority agree that:

1) No guarantees, representations, or warranties either expressed or implied shall be construed to exist in any language, provision, or term contained In these materials or in any other documentation provided herewith (all such items are collectively referred to as the “Agreement”), and furthermore, the releasing organization disclaims and the requester waives and excludes any and all warranties of merchantability and any and all warranties of fitness for any particular purpose.

2) The Requester shall obtain from the releasing organization of all of the “Data”

(defined in the Non-Disclosure Agreement above), or any other products or services contemplated by the Agreement, in an “as is” condition.

3) The Requester agrees to hold harmless and indemnify USTRANSCOM against any and all loss, liability, cost or expense arising out of the use of any Data released under this agreement, to include, but not limited to, litigation costs of expenses.

c. The Requester’s use of the Data shall not prevent the government from releasing the

Data at any point in the future.

d. The Requester shall not offer the released Data or any modified version thereof for resale to the government, in whole or as part or subpart of a government deliverable, without explicitly stating that he is doing so by providing certification documentation

(e.g., Section K of the Government Solicitation) to the contracting officer before contract award.

HTC71117RD001

Attachment 4

e. The Requester is not entitled to any released Data that are subject to national defense security classification or the proprietary rights of other. The Requester shall report promptly the discover of any such restricted Data to the USTRANCSOM release approving authority below, and follow all instructions concerning the use, safeguarding, or return of such Data. The Requester shall not copy, or make future study or use of any released Data later found to be subject to such restrictions.

f. As required, the Requester shall be responsible for compliance with any proscriptions on foreign disclosure of the released Data (contained, for example, in the Department of

State International Traffic in Arms Regulations of the Department of Commerce Export

Administration Regulations).

g. The Requester and the Approving Authority intend that all agreements under this memorandum of Agreement shall be governed by the laws of the United States of

America.

REQUESTER:

Name of Requester (Print):

Requesting Organization (Print):

Organization Address (Print):

City, State, Zip Code (Print):

Signature of Requester Date

APPROVAL:

Emily S. Tift, Contracting Officer

USTRANSCOM/TCAQ

508 Scott Drive

Scott AFB IL 62225

Signature of Approving Authority Date