S-3 NDA.docx

US AEGIS ASHORE MISSILE DEFENSE SYSTEM (USAAMDS), Deveselu, Romania Attachment S-3: Use and Non-Disclosure Agreement

The undersigned, _____________________________________, (Name) An authorized representative of the _________________, (Company Name) (which is hereinafter referred to as the “Recipient”) requests the Government to provide the Recipient with technical data (hereinafter referred to as “Data”) in which the Government's use, modification, reproduction, release, performance, display or disclosure rights are restricted. Those Data are identified in Enclosure 1 to this Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

1) The Recipient shall -

a) Use, modify, reproduce, release, perform, display, or disclose Data for the limited purpose of proposal support for solicitation #N6817126RN001 The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the Contracting Officer for solicitation #N6817126RN001, to any person, Nation, or outside entity other than its subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to submit the information and a use and non-disclosure agreement to the Contracting Officer in accordance with proposal instructions set forth in solicitation #N6817126RN001, at which time the Contracting Officer will determine whether to disclose or release these Data to such persons.

b) Use, modify, reproduce, release, perform, display, or disclose technical data marked with limited rights legends only as specified in this Agreement and to the same degree of security afforded by the Department of Defense of the U.S.

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

3) The Recipient agrees to accept these 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.

4) The Recipient is not itself and knows of no person employed by it, or acting on its behalf, who will have access to Data, who is debarred, suspended, or otherwise ineligible from performing on U.S. government contracts; or has violated U.S. export control laws and regulations.

5) The Recipient agrees to indemnify and hold harmless the Government, 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, 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, Nation, or outside entity to whom the Recipient has released or disclosed the Data.

6) Failure of the Recipient to comply with this Agreement may result in the Government’s exercise of all rights and remedies under U.S. law and regulations.

7) Any Recipient that is not a U.S. company agrees to submit to U.S. laws and regulations (including export control laws) and U.S. jurisdiction for disputes regarding the Recipient's handling of the Data.

8) The Recipient agrees that if they are the successful offeror they shall use the data only as permitted in DFARS 252.227-7025 and may be required to sign another Use and Non-Disclosure Agreement. All other recipients (i.e., unsuccessful offerors) agree to destroy copies of this documentation at the conclusion of this procurement process and provide a destruction statement, no later than 30 days after notice of non-selection for the award of solicitation #N6817126RN001, to have all persons to whom it released the Data do so by that date, and to notify the Contracting Officer for solicitation #N6817126RN001 that the Data has been destroyed.

9) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending upon notice of non-selection for the award of solicitation #N6817126RN001. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

By: _____________________________________________ Date: ___________________ Authorized Representative

Authorized Representative's Typed Name and Title

Enclosure 1: FDRMC Restricted References Requiring Submission of NDA for Release