Attachment 1 Terms of Use Agreement.docx

TERMS OF USE AGREEMENT FOR TSTC TDP

1. Purpose and Scope

This agreement governs the transmission, handling, safeguarding, and disposition of distribution-controlled and Government-Furnished Information (GFI) provided by the Government to your firm in connection with the Total Ship Training Capability (TSTC) procurement effort under Notice ID N6175027R1303 (hereinafter referred to as the "TSTC TDP"). As an express prerequisite to receiving access to the TSTC TDP, your firm must execute and return this agreement. This acknowledgement and acceptance must be executed by an authorized corporate representative possessing legal authority to bind the contractor.

2. Description of Data Package

The TSTC TDP consists of non-publicly releasable GFI provided in support of Notice ID N6175027R1303. Unclassified information contained within the TSTC TDP may bear distribution limitation markings up to Distribution Statement D (distribution authorized to the Department of Defense and U.S. DoD contractors only). Any classified attachments, if applicable, will be transmitted and managed via authorized classified channels under separate cover.

2.1 Government Rights and Distribution Limitations. The TSTC TDP consists of Government-Furnished Information (GFI) marked with Distribution Statement D. This distribution statement authorizes release only to the Department of Defense and U.S. DoD contractors with a valid need-to-know for official purposes. The Government has Unlimited Rights or Government Purpose Rights in the technical data contained in the TSTC TDP. Any use or disclosure of the data is subject to the distribution limitations and other restrictions stated in this agreement and applicable law. Contractors shall not use or disclose the data for any purpose other than responding to Notice ID N6175027R1303 without the prior written approval of the Contracting Officer.

3. Authority and Handling Requirements

The Government grants authority for your firm to store, review, and reproduce copies of the TSTC TDP strictly to the extent necessary to support response efforts for Notice ID N6175027R1303 . Both original files and all copies remain the property of the United States Government.

Handling and control shall comply with:

· 32 CFR Part 117 (National Industrial Security Program Operating Manual / NISPOM Rule);

· Defense Counterintelligence and Security Agency (DCSA)-approved handling and physical safeguarding procedures;

· The Arms Export Control Act (22 U.S.C. 2778) and the International Traffic in Arms Regulations (ITAR, 22 CFR Parts 120–130), or the Export Administration Regulations (EAR, 15 CFR Parts 730–774), as applicable.

The contractor assumes full responsibility for securing all required export licenses or authorizations and for validating the eligibility and security credentials of all prospective personnel and downstream business entities prior to disclosure.

4. Need-to-Know and Access Restrictions

Duplication, dissemination, or posting of any portion of the TSTC TDP contrary to the provisions of this agreement is strictly prohibited. Access within your firm shall be restricted strictly to personnel who have:

· A validated, demonstrable need-to-know directly related to preparing responses to Notice ID N6175027R1303 ; and

· Verified U.S. citizenship (or approved foreign national status under an applicable export authorization); and

· The appropriate personnel security clearance level (if reviewing classified supplements, if any).

5. Prohibited Technologies and Artificial Intelligence Safeguards

Your firm shall enforce strict technical and operational controls to prevent unauthorized data exfiltration. No TSTC TDP artifact, requirement text, system architecture, or draft proposal content may be uploaded to, processed by, summarized by, or ingested into:

· Commercial or publicly accessible Large Language Models (LLMs);

· Commercial cloud-hosted Artificial Intelligence (AI) platforms, chatbots, or multi-tenant machine-learning services; or

· Unauthorized online translation, parsing, or file-conversion tools.

Processing on internal AI systems is permitted only when deployed within a secure, dedicated environment meeting or exceeding the cybersecurity criteria set forth below.

6. Information System Security and Subcontractor Controls

Any contractor information system that processes, stores, or transmits TSTC TDP information must comply with FAR 52.204-21, DFARS 252.204-7012, and NIST SP 800-171 requirements for Controlled Unclassified Information (CUI).

Your firm shall not release, disclose, or provide access to the TSTC TDP to any subcontractors, vendors, consultants, or other third-party entities without first notifying the Contracting Officer.

Prior to any approved disclosure, your firm must ensure that each downstream recipient:

· Executes a TOUA (or equivalent agreement) containing terms at least as restrictive as this agreement; and

· Maintains information systems that meet or exceed the safeguarding requirements outlined in this agreement.

Your firm remains fully responsible for ensuring all downstream entities comply with these terms.

In the event of an actual or suspected compromise, spill, or cyber incident involving TSTC TDP data, your firm shall notify the Contracting Officer within 72 hours of discovery in accordance with DFARS 252.204-7012 procedures.

7. Record Keeping and Destruction Requirements

Your firm shall maintain a log of all individuals and entities granted access to the TSTC TDP and shall make this log available to the Contracting Officer or authorized Government representatives upon request.

Upon conclusion of your firm’s efforts related to Notice ID N6175027R1303 , or no later than thirty (30) calendar days after the closing of the RFI (whichever occurs first), your firm shall securely destroy all physical and electronic copies of the TSTC TDP in accordance with 32 CFR Part 117.

8. Acknowledgement and Acceptance

On behalf of the organization identified below, in consideration of access to the TSTC TDP, the authorized company representative agrees to and accepts all terms and conditions set forth in this agreement.

COMPANY INFORMATION

Company Name:

CAGE Code:

Unique Entity ID (SAM):

U.S. DoD Contractor (Yes/No):

AUTHORIZED REPRESENTATIVE

Printed Name:

Title:

Email:

Signature Date