Attachment 1 - NDA.docx

NON-DISCLOSURE AGREEMENT (NDA)

FOR ACCESS TO CONTROLLED UNCLASSIFIED INFORMATION (CUI)

SOLICITATION/RFI NUMBER: M67854-26-I-2001

MULTI-CHANNEL MANPACK (MCMP) RADIO CAPABILITY

1. PARTIES, SCOPE, AND PURPOSE

This Use and Non-Disclosure Agreement ("Agreement") is executed by the undersigned authorized representative on behalf of the Recipient Company listed below ("Recipient") in favor of the United States Marine Corps Portfolio Acquisition Executive – Marine Corps (PAE-MC) Program Manager Tactical Communications and Electromagnetic Warfare Systems (PM TCE), Product Manager Tactical Radios (PdM TR), Ground Radios (GR) ("Government").

The Recipient requests that the Government provide access to technical requirements, specifications, or computer software associated with RFI M67854-26-I-2001, specifically including the Controlled Attachment titled "MCMP System Requirements" (hereinafter referred to as "Data"). These Data contain Controlled Unclassified Information (CUI), Federal Contract Information (FCI), and/or export-controlled technical data.

In consideration for receiving such Data, the Recipient agrees to handle and use the Data strictly in accordance with the terms of this Agreement.

2. RECIPIENT OBLIGATIONS AND HANDLING RESTRICTIONS

The Recipient shall:

a. Use, modify, reproduce, release, perform, display, or disclose the Data solely for the purpose of preparing a market research response to RFI M67854-26-I-2001, and shall not utilize these Data for any other commercial, design, development, or private bidding purpose.

b. Restrict access to the Data strictly to full-time employees of the Recipient who possess a verified "need-to-know" to support this RFI, and who are United States citizens or lawful permanent residents.

c. Store, process, and transmit all Data on information systems that meet or exceed the security requirements mandated by NIST SP 800-171, DFARS Clause 252.204-7012, and federal CUI handling directives (32 C.F.R. Part 2002).

d. Require its subcontractors, suppliers, or prospective subcontractors/suppliers to sign a copy of this Use and Non-Disclosure Agreement prior to disclosing or releasing these Data to them. The Recipient shall immediately notify the Government of any such downstream release and provide the Government with a copy of the completed downstream NDA.

e. Not disclose, release, transfer, or export any Data marked with Arms Export Control Act or International Traffic in Arms Regulations (ITAR) (22 C.F.R. Parts 120-130) markings to foreign entities or foreign nationals.

f. Strictly comply with all Distribution Statement markings when handling or releasing the Data.

g. Not share or disclose any portion of the Data marked as CUI without the prior, express written consent of the Contracting Officer or Contract Specialist for this RFI, as identified on SAM.gov.

3. "AS-IS" DISCLAIMER

The Recipient agrees to accept these Data "as is" without any Government representation as to suitability for intended use, completeness, accuracy, or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a formal contract for the performance of that contract.

4. GOVERNMENT INDEMNIFICATION

The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorney's fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of the Data received from the Government by the Recipient, its employees, or any downstream person to whom the Recipient has released or disclosed the Data.

5. THIRD-PARTY BENEFICIARY STATUS

The Recipient acknowledges that some of the Data provided by the Government may contain proprietary technical specs or waveforms belonging to third-party defense contractors ("Contractors"). The Recipient is executing this Agreement for the express benefit of such Contractors. The Contractor whose name appears in any restrictive legend is an intended third-party beneficiary of this Agreement and has the right of direct action against the Recipient to seek damages, injunctive relief, or otherwise enforce this Agreement in the event of a breach.

6. TERM, EXTENSIONS, AND DESTRUCTION

This Agreement shall become effective immediately upon execution by the Recipient.

a. Unlike static agreements, this Agreement shall remain in effect for the duration of the RFI market research phase, including any administrative extensions or follow-on vendor/Government exchanges.

b. The Recipient agrees to destroy all physical and digital copies of the Data in its possession (and ensure all downstream subcontractors/suppliers do the same) no later than thirty (30) calendar days after submitting its final RFI response, or within thirty (30) days of a written request by the Government Contracting Officer.

c. The obligations of non-disclosure, non-use, and indemnification imposed by this Agreement shall survive the expiration or termination of this Agreement indefinitely.

7. REPRESENTATION OF AUTHORITY

By signing below, the signatory warrants that they are an authorized corporate official of the Recipient Company and possess the full legal authority to bind the corporation to this Agreement.

RECIPIENT COMPANY INFORMATION:

Legal Company Name: __________________________________________________________ Company CAGE Code: ______________________________ Unique Entity ID (UEI): _____________________________

Principal Place of Business: _______________________________________________________

AUTHORIZED RECIPIENT REPRESENTATIVE:

Name and Title:_________________________________________________________________ Email Address: ____________________________________ Phone Number: ____________________________________

Signature: ________________________________ Date: _______________________

DISTRIBUTION: DoW COMMUNITY ONLY