Attach_J-O _Export_Control _Encl_3-Non-Disclosure_Agree_DRAFT.docx

COMPANY LETTERHEAD

April 4, 2016 To: Mr. Randall A. Gumke (OP-ES) Contracting Officer National Aeronautics and Space Administration John F. Kennedy Space Center Kennedy Space Center Subject: Non-Disclosure Agreement for EAR/ITAR documents for NNK16575643R, Safety and Reliability Upgrade, KSC Institutional Power Systems, Phase 2 of 4 It is understood that the information and technical data related to solicitation NNK16575643R, Safety and Reliability Upgrade, KSC Institutional Power Systems, Phase 2 of 4:

Drawing Number 79K39550, Titled SAFETY AND RELIABILITY UPGRADES, KSC INSTITUTIONAL POWER SYSTEMS, PHASE 2 OF 4, TASK 1 EO-1 TO Drawing Number 79K39550, Titled SAFETY AND RELIABILITY UPGRADES, KSC INSTITUTIONAL POWER SYSTEMS, PHASE 2 OF 4, TASK 1 Drawing Number 79K40231, Titled SAFETY AND RELIABILITY UPGRADES, KSC INSTITUTIONAL POWER SYSTEMS, PHASE 2 OF 4, TASK 2 Specification Number 79K39951, Titled Safety and Reliability Upgrades, KSC Institutional Power Systems, Phase 2 of 4 (Tasks 1 and 2) Drawing Number 79K39772, Revision A Titled SAFETY AND RELIABILITY UPGRADES, KSC INSTITUTIONAL POWER SYSTEMS, PHASE 1 OF 4, TASK 5 Specification Number 79K39774, Titled Safety and Reliability Upgrades, KSC Institutional Power Systems, Phase 1 of 4 (Tasks 5 and 6) is NOT public information and is being withheld from public disclosure for a period of time under 35 U.S.C. §205. Such information and technical data is to be treated as strictly confidential and as Sensitive but Unclassified (SBU) information at this time and is not authorized for distribution, publication, or release.

As a result, all named Recipients signing below (further identified herein as “Recipient”) agrees to NOT disclose this information in any manner and only use or reproduce information and technical data received under this Project for the purpose (“Purpose”) of evaluation, review regarding proof of concept, pricing, consultations, and business or technical analysis and further agrees to protect the information and technical data from any other use, disclosure, or reproduction whatsoever. Recipient will exercise the same degree of care as a reasonably prudent owner of similar data would to prevent unauthorized use, disclosure, or reproduction.

Notwithstanding any restriction on use, disclosure, or reproduction of the information and technical data provided above, Recipient will not be restricted in the use, disclosure, or reproduction of the technical data provided under this Agreement that: (i) is publicly available at the time of disclosure or thereafter becomes publicly available with breach of this Agreement; (ii) is known to, in the possession of, or developed by Recipient, and provable by written and dated evidence, independent of carrying out the Purpose under this Agreement and independent of any disclosure of, or without reference to, the technical data protectable hereunder; (iii) is received from a third party having the right to disclose such information without restriction; or (iv) is required to produced or released by the receiving party pursuant to a court order or other legal requirement.

Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise or permitting the Recipient to in any way exploit the non-public information and technical data or employ it for the profit of the Recipient.

This agreement shall be governed by United States federal law.

Each Recipient and their respective Companies agree to be bound by the terms of this Non-Disclosure Agreement. This document is executed by Recipient of behalf of their Company as follows:

Company Name: __________________________________________________________ Company Address: _________________________________________________________ Signer’s Name and Title: ____________________________________________________ Phone: _________________ Email: _________________

Company Name: __________________________________________________________ Company Address: _________________________________________________________ Signer’s Name and Title: ____________________________________________________ Phone: _________________ Email: _________________