J.24_NDA_for_release_of_RFP_documents.docx

Corporate Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

BETWEEN

PROGRAM MANAGER TRAINING SYSTEMS (PM TRASYS)

AND

[OFFEROR]

This agreement, made and entered into this ______ day of __________, 2017 (the “Effective Date”), is by and between PM TRASYS and [OFFEROR].

WHEREAS, PM TRASYS has issued Request for Proposals No. M67854-18-R-7821 (the “RFP”) for services supporting the Command and Control Training and Education Center of Excellence (C2TECOE) ;

WHEREAS, [OFFEROR] intends to submit a proposal in response to the RFP;

WHEREAS, the RFP includes certain information which the Government considers to be “Confidential Information” as defined herein;

WHEREAS, PM TRASYS desires to have [OFFEROR]’s involvement in the competition and, therefore, must grant access to the Confidential Information;

NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions. “Confidential Information” shall mean Attachment J.19 - C2TECOE Course Outline. This term is limited to unclassified information.

2. Limitations on Disclosure. [OFFEROR] agrees not to distribute, disclose or disseminate Confidential Information to anyone beyond its employees and its prospective subcontractors, unless authorized in advance by the PM TRASYS Contracting Officer in writing.

3. Agreements with Employees and Prospective Subcontractors. [OFFEROR] will require its employees and any subcontractors with whom [OFFEROR] shares Confidential Information to sign non-disclosure agreements obligating each employee/subcontractor to comply with non-disclosure terms no less restrictive than those of this agreement. [OFFEROR] shall maintain copies of each agreement on file and furnish them to the Government upon request.

4. Limitations on Use of Confidential Information. Unless specifically authorized in accordance with this agreement and any markings on the Confidential Information [OFFEROR] will:

a) Use such Confidential Information for the sole purpose of preparing its proposal in response to the RFP and for no other purpose;

b) Limit making any copies of Confidential Information, in whole or in part, to only those necessary for preparation of the proposal, including electronic copies;

c) Promptly notify PM TRASYS in writing of any unauthorized misappropriation, disclosure, or use by any person of the Confidential Information which may come to its attention and take all steps reasonably necessary to limit, stop or otherwise remedy such misappropriation, disclosure, or use caused or permitted by a [OFFEROR] employee or subcontractor.

d) Destroy all Confidential Information in any format whatsoever within 14 days of receipt of notice of the contract award resulting from the RFP to another company, provided, however, that if a protest is filed the destruction may be delayed for a reasonable period of time to allow for resolution of the protest; or cancelation of the RFP.

5. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral or written representations with regard to protection of Confidential Information. This Agreement may not be modified except in writing signed by both parties.

6. Governing Law. The laws of the United States shall govern this agreement.

7. Severability. If any provision of this Agreement is invalid or unenforceable under the applicable law, the remaining provisions shall remain in effect.

In accordance with Public Law No. 108-447, Consolidated Act, 2005, the following is applicable:

These restrictions are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by Executive Order No. 12958; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Act of 1950 (50 U.S.C. 783(b)). The definitions, requirements, obligations, rights, sanctions, and liabilities created by said Executive order and listed statutes are incorporated into this agreement and are controlling.

8. Term. The terms of this Agreement with respect to the Confidential Information shall extend in perpetuity.

IN WITNESS WHEREOF, PM TRASYS and [OFFEROR] have caused the Agreement to be executed as of the day and year first written above.

PM TRASYS

Sandi Brubaker Contracting Officer

[OFFEROR]

Name/Title*

Signature *Person must have the authority to bind the company.