NON-DISCLOSURE-AGREEMENT.pdf

JPADS 2K Hardware Use and Non-Disclosure Agreement

Airborne Systems North America of NJ, Inc (“ASNA of NJ”) conveyed specially negotiated rights, which are greater than limited rights, to the U.S. Government in the technical data associated with the JPADS 2K Hardware (hereinafter “JPADS 2K Hardware Technical Data”) but only as specifically set forth below:

1) To use, modify, reproduce, release, perform, display or disclose JPADS 2K Hardware

Technical Data within the Government without restriction;

2) Subject to the restrictions of paragraphs (3) below, the Government may release or disclose JPADS 2K Hardware Technical Data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display or disclose JPADS 2K Hardware Technical Data for Government Purposes as defined in Section

252.227-7013(a)(11) of the Defense Federal Acquisition Regulation Supplement (DFARS).

3) For purposes of this agreement, including without limitation paragraph (2) above, “Government Purposes” shall not include FMS, FMF, or any other U.S. Government sales or transfers of the JPADS 2K Hardware Technical Data or any products manufactured using or in accordance with the JPADS 2K Hardware Technical Data to foreign governments, international organizations, or multinational defense organizations until April 1, 2029.

4) Before releasing or disclosing any JPADS 2K Hardware Technical Data, the

Government shall require the intended recipient to execute the Use and Non-Disclosure

Agreement at DFARS 227.7103-7, as specially tailored (pursuant to DFARS 227.7103-7(a)(2)) in the form which appears below (hereinafter, the “JPADS 2K Hardware Use and Non

Disclosure Agreement”)

5) The Government shall provide Airborne Systems North America of NJ with copies of all executed JPADS 2K Hardware Use and Non-Disclosure Agreements. The Government also shall require execution of a JPADS 2K Hardware Use and Non-Disclosure Agreement by any government contractor that receives access to JPADS 2K Hardware Technical Data solely for the performance of a Government contract that contains the clause at DFARS 252.227-7025

(Limitations on the Use or Disclosure of the Government-Furnished Information Marked with

Restrictive Legends).

6) Prior to any release or disclosure of JPADS 2K Hardware Technical Data outside the

Government, the Government shall provide written notice to Airborne Systems North America of NJ of the release or disclosure and identify the party or parties to whom release or disclosure will be made. Written notice shall be provided sufficiently in advance of the proposed release so as to enable Airborne Systems North America of NJ to take appropriate action to protect its intellectual property rights, but in no event later than thirty (30) days before the proposed date of release.

JPADS 2K Hardware Use and Non-Disclosure Agreement

The undersigned, __________________________, an authorized representative of

____________________________________________ (which is hereinafter referred to as the

“Recipient”) requests the United States Government to provide the Recipient with technical data or computer software (hereinafter referred to as “Data”) in which the United States

Government’s use, modification, reproduction, release, performance, display, or disclosure rights are restricted per Contract No. W911QY-07-D-0010. Those Data are identified as follows: all technical data (as defined at DFARS 252.227-7013(a)(14)) of any kind relating in whole or in part to the JPADS 2K Hardware, including any notes, memoranda, copies, or other materials which describe or include 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, release, perform, display, or disclose

Data marked with “Special License Rights” legends only for United States Government Purposes

(but which shall specifically exclude any use in connection with U.S. Government sales or transfers to foreign governments, international organizations, or multi-national defense organizations), and shall not do so for any other purposes, including without limitation commercial, internal research and development, or foreign government purposes. The Recipient shall not release, perform, display, or disclose these Data without the express written permission of Airborne Systems North America of NJ, Inc., to any person other than Recipient’s subcontractors or suppliers, or prospective subcontractors or suppliers, who require these Data to submit offers for, or perform, contracts with the Recipient. The Recipient shall require its subcontractors or suppliers, or prospective subcontractors or suppliers, to execute and abide by a written agreement substantively identical to this Use and Non-Disclosure Agreement prior to disclosing or releasing any Data to such persons. Any such agreement must be consistent with the terms of this Use and Non-Disclosure Agreement, and copies shall be provided by Recipient to Airborne Systems North America of NJ, Inc.

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 the Data “as is” without any Government or

Contractor 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 may enter into any agreement directly with the Contractor with respect to the use, modification, reproduction, release, performance, display, or disclosure of these Data.

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 to whom the Recipient has released or disclosed the Data.

6) The Recipient is 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 it 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.

7) The Recipient agrees to destroy the Data, and all copies of the Data in its possession, no later than 30 days after contract award if Recipient is unsuccessful, of if awarded a contract, within 30 days after the date shown in paragraph (8) of this Agreement, to have all persons to whom it released the Data do so by that date, and to notify the Contractor in writing that the Data have been destroyed.

8) This Agreement shall be effective for the period commencing with the Recipient’s execution of this Agreement and ending upon contract completion. The obligations imposed by this agreement shall survive the expiration or termination of the Agreement.

9) In compliance with U.S. Department of Commerce Export Administration

Regulations and the U.S. Department of State International Traffic in Arms Regulations as they exist during the applicability of this Agreement, and notwithstanding any other provision of this

Agreement, neither party shall attempt to, nor knowingly export or re export to any country or individual prohibited from obtaining such data, either directly, or indirectly through affiliates, licensees, or subsidiaries, any U.S. source technical data acquired from the other party, any products utilizing such data, or any proprietary/confidential information provided under this or any ancillary agreements, to any countries outside the U.S. which export may be in violation of

U.S. Export Laws or Regulations. Nothing in this provision shall relieve the recipient from any other obligation stated elsewhere in this Agreement not to disclose such information.

Printed Name: __________________________

Title: _________________________________

Signature: _____________________________

Date: _________________________________

Return original signed form to responsible government Contracting Officer.