J-14 Technical Data OEM Non-Disclosure (NDA) Rev. 2.docx

N3220523R4212

USNS JOHN LEWIS (T-AO 205)

Use and Non-Disclosure Agreement (NDA) For Government Technical Data The Government agrees to provide __________________________________________ (hereinafter the "Offeror") access to technical data, computer software, or both, relating to USNS JOHN LEWIS (T-AO 205), (hereinafter the "Data") that is subject to the controls and limitation set forth in the DoDI 5230.24 of 23 August 2012 (Subj: Distribution Statements on Technical Documents), and, if also classified as "controlled unclassified information," in the DoD-M 5200.01-V4 of 24 February 2012.

The Offeror agrees to:

(1) Have a corporate principal responsible for ensuring compliance with the below terms execute this NDA.

(2) Use the Data only in the preparation of the Offeror’s proposal in response to solicitation N3220522R4008 and, if awarded the work, in the performance of the resulting contract.

(3) Comply with the restrictions on dissemination set forth in the Distribution Statement.

(4) Comply with all export controls and regulations applicable to the Data.

(5) Establish organizational controls designed to control access to the Data and to prevent disclosure of the Data to other than the authorized representatives of the Offeror; said controls to be subject to audit and inspection by the Contracting Officer and/or his designee.

(6) Not copy, release, reproduce, duplicate, transmit, distribute, or otherwise make the Data in any form whatsoever, including in the form of electronic documents posted to a website, available to any person not an authorized representative of the Offeror subject to organizational controls on the data, unless otherwise authorized in writing by the Contracting Officer.

(7) Assure that disclosure of Data to any third party or subcontractor is subject to a Non-Disclosure Agreement executed by a Corporate Principal, similar in all material respects to this one.

(8) Return or destroy by shredding the Data (and any and all copies of the Data) upon notice of award of the contract to another entity or, if awarded the contract, upon completion of the work. If the data is destroyed the Offeror will so certify in writing to the Contracting Officer within 30 days of award or completion of the work as applicable.

(9) Cooperate and assist the Government in efforts undertaken to recover or destroy Data or information therefrom released or distributed without authority.

(10) Exceptions The obligations set forth in this NDA does not apply to any Data that the Offeror can demonstrate, as evidenced by written records:

a is or becomes publicly available without breach of this NDA by the Offeror, other than nonpublic customer or employee information;

b is lawfully received by the Offeror from a third party who does not have an obligation of nondisclosure to the Government;

c is or was independently developed by the Offeror without the use of any Data of the Government; or d is known or in the lawful possession of the Offeror prior to disclosure by the Government.

(11) If Data is negligently or intentionally released, or distributed without the MSC Contracting Officer’s express authorization, the offeror understands that the Government may assert an affirmative claim for any costs or damages incurred as a result of an unauthorized disclosure or release by Offeror or by any officer, employee, agent, or representative of Offeror, or of any subcontractor or affiliate of Offeror, including but not limited to the cost of efforts to recover or destroy improperly released information.

Offeror's Legal Name _______________________________________

Business Cage Code_______________ E-mail _______________________ Address_______________________________________________________