Attachment 8 - NDA.pdf

NONDISCLOSURE AGREEMENT AND AGREEMENT TO DISCLOSE POTENTIAL

CONFLICTS OF INTEREST

FOR CONTRACTOR EMPLOYEES ON UNITED STATES TRANSPORTATION

COMMAND(USTRANSCOM) CONTRACTS

NOTE: This Agreement is a standard agreement designed for use by contractor (including sub-contractor) employees assigned to work on USTRANSCOM contracts. Its use is designed to protect non-public Government information from disclosure, identify potential conflicts of interest, and prevent violations of federal statutes/regulations. The restrictions contained in this agreement also serve contractors by promoting compliant behavior that keeps contractors eligible to compete for Government contracts. In addition to the potential impact on future business opportunities, failure to abide by this agreement could result in administrative, civil, or criminal penalties specified by statute or regulation.

1. I_______________, currently an employee of_______________, hereby agree to the terms and conditions set forth below.

2. I understand that I may have access to confidential business information, contractor bid or proposal information (as defined by FAR 3.104-1), and/or source selection information (as defined by FAR 2.101) either for contract performance, as a result of working in a USTRANSCOM facility, or of working near USTRANSCOM personnel, contractors, visitors, etc. I fully understand that such information is sensitive and must be protected in accordance with 41 US Code Section 423 and FAR Subpart 3.1.

3. While performing under contract/order # or some other contract or sub-contract for USTRANSCOM, I agree to:

a) Use only for Government purpose all confidential business information, contractor bid or proposal information, and/or source selection sensitive information to which I am given access. I agree not to disclose “non-public information” by any means (in whole or in part, alone or in combination with other information, directly, indirectly, or derivatively) to any person except to a US Government official with a need to know or to a non-Government person (including, but not limited to, a person in my company, affiliated companies, sub-contractors, etc.) who has a need to know related to the immediate contract/order, has executed a valid form of this non-disclosure agreement, and receives prior clearance by the Contracting Officer. All distribution of the documents shall be controlled with the concurrence of the Contracting Officer.

b) “Non-public information,” as used herein includes trade secrets; confidential or proprietary business information (as defined for Government employees in 18 USC 1905); advance procurement information (future requirements, acquisition strategies, statements of work, budget/program/planning data, etc.); source selection information (proposal rankings, source selection plans, contractor bid or proposal information);

information protected by the Privacy Act (social security numbers, home addresses, etc.);

sensitive information protected from release under the Freedom of Information Act (pre-decisional deliberations, litigation materials, privileged material, etc.); and information that has not been released to the general public and has not been authorized for such release (as defined for Government employees in 5 CFR 2635.703).

c) Not use such information for any non-Governmental purposes, including, but not limited to, the preparation of bids or proposals, or the development or execution of other business or commercial ventures.

d) Store the information in such a manner as to prevent inadvertent disclosure or release to individuals who have not been authorized access to it.

4. I understand that I must never make an unauthorized disclosure or use of confidential business information, contractor bid or proposal information, and/or source selection sensitive information unless:

a) The information has otherwise been made available without restriction to the Government, to a competing contractor or to the public.

b) The Contracting Officer determines that such information is not subject to protection from release.

5. I agree that I shall not seek access to “non-public information” beyond what is required for the performance of the services I am contracted to perform. I agree that when I seek access to such information, attend meetings, or communicate with other parties about such information, I shall identify myself as a contractor. Should I become aware of any improper or unintentional release or disclosure of “non-public information,” I shall immediately report it to the Contracting Officer in writing. I agree that I shall return all forms (including copies or reproduction of original documents) of any “non-public information” provided to me by the Government for use in performing my duties to the control of the Government when my duties no longer require this information.

6. Because the Government expects unbiased judgment and recommendations from contractors performing work under its contracts and orders, I agree to advise the Contracting Officer of any actual or potential personal conflicts of interest I may have related to any work I perform under this contract/order with the government. Personal conflicts of interest include any matter in which I or my spouse, minor child, or household member has a financial interest. A financial interest is any interest in, or affiliation with, a prime contractor, subcontractor to a prime contractor, any offerors, or any prospective subcontractor to any offeror for the program, contract, or other matter for which I am performing a support task under this contract. The financial interest can take the form of any ownership interest (including but not limited to: stock;

ownership of bonds; vested or unvested retirement benefits; a loan or other financial arrangement that is other than an arm’s-length transaction; employment, or an arrangement concerning prospective employment including negotiations therefore; or any non-arm’s length loan, any gift from or other non-arm’s length financial arrangement with any person who is directly communicating with the government on behalf of the prime contractor, subcontractor, or any prospective subcontractor or offeror). With respect to conflict-of-interest disclosures required under this agreement, a financial interest in, or affiliation with, the prime contractor that is my employer under this contract does not have to be disclosed to the Contracting Officer. If any potential conflicts of interest, real or otherwise, do present themselves, then I shall immediately disclose the pertinent information to the Contracting Officer. By signing below, I certify that I have read and understand the terms of this Non-Disclosure Agreement and Agreement to Disclose Potential Conflicts of Interest and voluntarily agree to be bound by its terms.

Signature of Contractor Employee Printed Contractor Employee Name Date