ID08200028_Attachment 6_NDA.docx

Attachment 7 – Non-Disclosure Agreement

GSA, FSA, R8

Attachment 7 – Non-Disclosure Agreement

NONDISCLOSURE AGREEMENT

This AGREEMENT is made by and between the U.S. General Services Administration (the "Agency") and (Company) effective on (today’s date.)

Project Reference:

The contractor shall provide Tier III infrastructure maintenance to General Services Administration (GSA) on behalf of the Defense Information Systems Agency (DISA).

Employee Description:

The Company hereby agrees that the following employees are subject to this Agreement:

(Insert employee names)

The Agency possesses competitively valuable Confidential Information (as hereinafter defined) regarding procurement sensitive documentation. Company may enter or has entered into a contractual relationship with the Agency and an employment relationship with the Employee(s), and in connection therewith may need to review or use the Agency's Confidential Information and Materials or to create new Confidential Information and Materials for the Agency. Therefore, in consideration of the promises and covenants contained in this Agreement and the disclosure of Confidential Information and Materials from the Agency to the Company and/or the Employees, the parties hereto agree as follows:

1. Confidential Information and Materials

(a) "Confidential Information" shall mean any non-public, proprietary or procurement sensitive information that the Agency specifically marks and designates, either orally or in writing, as confidential or which, under the circumstances surrounding the disclosure, ought to be treated as confidential or which the Company, through its employees, creates or produces in the course of performing services for the Agency pursuant to contracts or task orders. "Confidential Information" includes, but is not limited to, independent government estimates, independent costs and prices, product schematics or drawings, descriptive material, system specifications, software (source code or object code), and customer information, the Agency's business policies or practices, information received from others that the Agency is obligated to treat as confidential, and other materials and information of a confidential nature.

(b) "Confidential Information" shall not include any materials or information which the Company shows:

(i) is, at the time of disclosure, generally known by or available to the public or became so known or available thereafter through no fault of the Company; or

(ii) is legally known to the Company at the time of disclosure by the Agency; or

(iii) is furnished by the Agency to third parties without restriction; or

(iv) is furnished to the Company by a third party who legally obtained said information and the right to disclose it; or

(v) is developed independently by the Company, through its employees, either before or after the term of the Company=s engagement as an independent contractor to the Agency, where the Company can document such independent development.

(c) "Confidential Materials" shall mean all tangible materials containing confidential information, including without limitation drawings, schematics, written or printed documents, computer disks, tapes, and compact disks (CD), whether machine or user readable.

2. Restrictions

(a) Company understands that neither it nor its employees shall disclose any Confidential Information to third parties without the prior written authorization of the Agency. Notwithstanding the foregoing, Company understands that neither it nor its employees shall at any time disclose to any third party any Confidential Information deemed as such by the Agency or any Confidential Information of any other party to whom the Agency owes an obligation. However, Company and/or its employees may disclose Confidential Information in accordance with judicial or other governmental orders, provided Company and/or its employees shall give the Agency reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent.

(b) Company shall not use any Confidential Information or Confidential Materials of the Agency for any purposes, including but not limited to proposal preparation for contracts or task orders issued in furtherance of the project referenced above, and for which the Company wishes to submit a proposal, except those expressly contemplated hereby or as authorized by the Agency.

(c) Company shall take reasonable security precautions, which shall in any event be as great as the precautions it takes to protect its own confidential information, to keep confidential the Agency=s Confidential Information. Company may disclose Confidential Information or Confidential Materials only to Company's employees or consultants on a needtoknow basis. Company shall instruct all employees given access to the information to maintain confidentiality and to refrain from making unauthorized copies. Company shall maintain appropriate written agreements with its employees, consultants, parent, subsidiaries, affiliates or related parties, who receive, or have access to, Confidential Information sufficient to enable it to comply with the terms of this Agreement.

(d) Confidential Information and Confidential Materials may be disclosed, reproduced, summarized or distributed only in pursuance of Company's contractual relationship with the Agency, and only as otherwise provided hereunder. Company agrees to segregate all such Confidential Materials from the confidential materials of others to prevent commingling.

3. Rights and Remedies

(a) Company shall notify the Agency immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Confidential Materials, or any other breach of this Agreement by Company and/or its employees, and will cooperate with the Agency in every reasonable way to help the Agency regain possession of the Confidential Information and/or Confidential Materials and prevent further unauthorized use or disclosure.

(b) Company shall return all originals, copies, reproductions and summaries of Confidential Information and/or Confidential Materials then in Company's and/or its employees’ possession or control at the Agency's request or, at the Agency's option, certify destruction of the same.

(c) Company acknowledges that monetary damages may not be a sufficient remedy for damages resulting from the unauthorized disclosure of Confidential Information and that the Agency shall be entitled, without waiving any other rights or remedies, to seek such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

(d) The Agency may visit Company's premises, with reasonable prior notice and during normal business hours, to review Company's compliance with the terms of this Agreement.

4. Miscellaneous

(a) All Confidential Information and Confidential Materials are and shall remain the sole and exclusive property of the Agency.

(b) All Confidential Information and Materials are provided "as is", and the Agency makes no warranty regarding the accuracy or reliability of such information or materials. The Agency does not warrant that it will release any product concerning which information has been disclosed as a part of the Confidential Information or Confidential Materials. The Agency will not be liable for any expenses or losses incurred or any action undertaken by the Company as a result of the receipt of Confidential Information or Confidential Materials. The entire risk arising out of the use of the Confidential Information and Confidential Materials remains with the Company.

(c) Company agrees that it shall adhere to all U.S. Export Administration laws and regulations and shall not export or reexport any technical data or products received from the Agency or the direct product of such technical data to any proscribed country listed in the U.S. Export Administration Regulations and Part 25 of the Federal Acquisition Regulation.

(d) This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof. It shall not be modified except by a written agreement dated subsequent to the date of this Agreement and signed by both parties.

(e) None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of the Agency, its agents, or employees but only by an instrument in writing signed by an authorized official of the Agency. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of this Agreement shall not constitute waiver of such provision or any other provisions of this Agreement.

(f) If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.

(g) This Agreement shall be construed and governed by the laws of the United States.

(h) If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

(i) All obligations created by this Agreement shall survive change or termination of the parties' contractual relationship.

(j) This Agreement shall remain in effect until such time that (Insert Name of Contractor) no longer provides this type of service to GSA on behalf of DISA.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date first set forth above.

General Services Administration

By: ________________________________________

Name: ______________________________________

Position/Title: _____________________________________

Date: _________________

Company

By: ________________________________________

Name: ______________________________________

Position/Title: _____________________________________

Date: _________________ image1.png