Attachment_15_Use_and_Non-Use_Agreement-Contract.docx

Use and Non-Disclosure Agreement for Boeing Licensed Data – Contract

The undersigned, __________(Insert Name)__________, an authorized representative of the __________(Insert Company Name)__________, (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with technical data (“Licensed Data”) which is licensed to the Government by The Boeing Company (“Boeing”) in connection with Government’s contract with the Recipient for work on the P-8A aircraft (the “Contract”). The Licensed Data is data related to Boeing manufactured aircraft that is not marked as being subject to the terms of the DFARS technical data clauses and is not specific to the P-8A aircraft. In consideration for receiving such Licensed Data, the Recipient agrees to use the Licensed Data strictly in accordance with this Agreement:

(1) The Recipient may only use Licensed Data in connection with performance of the Contract with Government. The Recipient shall not release, perform, display, or disclose the Licensed Data to any third parties, without the express written permission of Boeing. Recipient will keep confidential and protect from disclosure to any third person or entity all Licensed Data. Recipient is authorized to make copies of Licensed Data as reasonably necessary to use Licensed Data in performance of the Contract provided, however, Recipient preserves any restrictive legends or proprietary notices on all copies. All copies of Licensed Data belong to Boeing and are treated as Licensed Data under this Agreement.

(2) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Licensed Data from inadvertent release or disclosure to unauthorized third parties.

(3) The Recipient agrees to accept these Licensed Data “as is” without any Government or Boeing representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Licensed Data specified in a contract for the performance of that contract.

(4) The Recipient may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of the Licensed Data.

(5) The Recipient agrees to indemnify and hold harmless Boeing, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, its use of Licensed Data or violation of any provision of this Agreement.

(6) The Recipient is executing this Agreement for the benefit of Boeing. Boeing is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the Recipient or any other person to whom the Recipient has released or disclosed the Licensed Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

(7) The Recipient agrees to destroy the Licensed Data, and all copies of the Licensed Data in its possession, no later than 30 days after the date shown in paragraph (8) of this Agreement and to notify Boeing that the Licensed Data have been destroyed.

(8) This Agreement shall be effective for the period commencing with the Recipient’s execution of this Agreement and ending upon ________ (Insert Date) ________. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

(9) This Agreement is the entire agreement of the parties regarding the Licensed Data and no modification of this Agreement will be effective as against Boeing unless embodied in a writing signed by authorized representatives for Recipient, Government and Boeing.