NILE ISS4 NDA (US Companies) POSTED 12 OCT 2017.pdf

North Atlantic Treaty Organization (NATO) Improved Link Eleven (NILE) In-Service Support

(ISS4)

N0003918R0006 Bidder’s Repository Use and Non-Disclosure Agreement (NDA)

[Applicable to U.S. Companies Only]

The undersigned, ______________________________, an authorized representative of __________________________, (hereinafter “Recipient”) requests the Government to provide the Recipient with various program documents and artifacts such as software and technical data that will provide insight into the NILE ISS Project to interested Offerors. This access will be provided via the U.S.

Army Aviation and Missile Research Development and Engineering Center (AMRDEC) Safe Access File Exchange (SAFE) website. By submitting this NDA, the Recipient represents that it is a U.S. Department of Defense (DoD) contractor. Throughout this Agreement, the term “NILE ISS4” refers to the North Atlantic Treaty Organization (NATO) Improved Link Eleven (NILE) In-Service Support (ISS4) Acquisition. As used throughout this Agreement, the term “Contractor” refers to the entity that holds legal title to the Data. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall use, modify, reproduce, or display Data marked or unmarked, Government Purpose Rights (GPR) (or variations thereof) solely for purposes directly related to Recipient’s response to N0003918R0006. The Recipient shall not use, modify, reproduce, perform, display, or disclose the Data without the express written approval of the NILE ISS4 Procuring Contracting Officer (PCO) to any other company, including all affiliates, subsidiaries, and subcontractors of the Recipient.

(2) Up to two (2) individuals may be identified as Technical Points of Contact (POCs) authorized to receive access the documents via AMRDEC. Technical POCs are required to sign the NDA. POCs may distribute the Data to others within the Recipient’s organization provided that the Data is handled in accordance with the applicable distribution statement.

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

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

(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorney 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 Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

(6) The Government reserves the right to limit or restrict the Recipient’s access to the Data should the Recipient breach any terms or conditions of this Agreement. Further, the Recipient’s breach may result in violation of the Trade Secrets Act (18 U.S.C. 1905), which may result in criminal and/or civil penalties

(7) For Data created by a Contractor, the Recipient is also executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights the Contractor 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 Data, to seek damages from any breach of this Agreement, or to otherwise enforce this Agreement.

(8) The Recipient agrees to; (a) destroy all copies of the Data in the Recipient’s possession no later than 30 days after close of the subject solicitation or notification of a contract award (if recipient is an offeror); (b) ensure all persons to whom Data has been released do so by that date; and (c) to notify the NILE ISS4 PCO that the Data has been destroyed.

(9) This Agreement shall be effective for the period commencing which the Recipient’s execution of this Agreement and ending upon notification by the NILE ISS4 PCO. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

(10) The Recipient shall provide a valid DoD contract number*, CAGE code, and Government POC** for this listed Government contract.

(11) The Recipient shall provide a current and properly scoped DD 2345.

* The contract number requested is NOT the solicitation number. The contract number refers to an active DoD contract currently held by the Recipient.

** The Government POC is NOT the point of contract for the ISS4 Solicitation. The Government POC is a Government employee who can verify that the Recipient holds an active DoD contract.

Contract Number _________________________ CAGE Code ___________________________

Government POC _________________________ E-mail _______________________________

Phone Number ________________________

Recipients Business Name __________________________________________________________

Recipient’s Joint Certification Program (JCP) number _____________________________________

Authorized Representative Name__________________________ Title ____________________

Authorized Representative’s Signature ______________________ Date ____________________

Phone Number ______________________________

Technical POC Name__________________________ Title ____________________

Technical POC Signature _______________________ Date ____________________

Phone Number ______________________________