Non Disclosure Agreement - MK38 AIT Sources Sought Template.pdf

DEPARTMENT OF THE NAVY

NAVAL SURFACE WARFARE CENTER

INDIAN HEAD DIVISION

3767 STRAUSS AVENUE

SUITE 201

INDIAN HEAD, MD 20640-5150

N00174-24-SN-0033

Signator Initials: _____ Signator Date:________

NON-DISCLOSURE AND NON-USE AGREEMENT

This non-disclosure and non-use agreement (hereafter also referred to as “NDA”) is made by a recipient Organization, (insert name / address of recipient Organization) (hereafter referred to as the "Recipient" or “Recipient Organization”), with the Naval Surface Warfare Center, Indian Head Division (NSWC IHD), Picatinny Arsenal, New Jersey 07806-5000 (hereafter referred to as “NSWC IHD”). Recipient has requested that NSWC IHD supply Recipient with a copy of NSWC IHD Draft Statement of Work (SOW) which is attached to the APPENDIX of this Agreement, (hereafter referred to collectively as the “Draft SOW”), originated by NSWC IHD; point of contact: Michael Anthony, NSWC IHD, Code 022MA, Third Avenue, Bldg. 61N, Picatinny Arsenal, NJ 07806-5000, michael.j.anthony40.civ@us.navy.mil, phone 973-724-9276. Recipient is requesting the Draft SOW of NSWC IHD for the purposes of the MK38 AIT Sources Sought Notice. In consideration for NSWC IHD agreeing to furnish such Draft SOW to Recipient for such purposes, the Recipient hereby agrees to the following:

1. Recipient warrants that the said Draft SOW shall only be used for the purposes requested, and to perform under solicitation for the U.S. Government, no. N00174-24-SN-0033, and for no other purposes.

2. Recipient shall not divulge the Draft SOW to ANY third party except for the purposes of obtaining price quotations in support of responding to the Solicitation. Recipient hereby agrees that all said defined “Draft SOW” shall be subject to the legend in the Attachment to this Agreement. Recipient shall also obey the restrictions contained on any other restrictive legend appearing on said Draft SOW. Recipient shall not remove any such legends associated with said Draft SOW. The legends shall appear on any reproduction by Recipient of all, or of any portions of said Draft SOW. Recipient shall adopt physical security measures to prevent improper use of or divulgence of the Draft SOW.

3. Recipient shall promptly return all Draft SOW and copies thereof in whatever form or embodiment existing, to the NSWC IHD upon request. The Draft SOW and inventions embodied therein shall at all times remain the property of the U.S. Government, including any reproductions or embodiments of all or of any parts thereof. Any improvements made by Recipient to said Draft SOW and inventions embodied therein shall become the exclusive property of the U.S. Government.

4. It is understood and accepted that the obligations of non-use and non-disclosure herein shall be obligations of Recipient itself and persons who are officers, directors, or employees thereof, and also any other business entity that Recipient owns or controls to receive any of the

Signator Initials _____ Signator Date _______ said Draft SOW.

5. Recipient shall conform to the Export Laws of the United States, and obey the NSWC IHD directives regarding non-export and nondisclosure of said Draft SOW, (or items manufactured by utilizing same), even if Recipient's facility may not be located within the United States of America.

6. No license is provided to Recipient by the provision of Draft SOW under this Agreement.

No representation or warranty is made or given as to the safety or suitability of any Draft SOW which may be provided hereunder or of items or processes made there from. No representation or warranty is made or given as to the existence or possibility of any intellectual property rights claims in said Draft SOW, including but not limited to patent, copyright and trade secret claims.

7. If NSWC IHD provides Recipient with physical models, samples or experimental apparatus for Recipient's evaluation hereunder, Recipient agrees not to reverse engineer such items, nor to disassemble same to learn their design for unauthorized use of NSWC IHD technology.

FOR RECIPIENT ORGANIZATION

By: _______________________________ (Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)

(Home Address of Signator)

Signator Initials _____ Signator Date _______

ATTACHMENT (Legend)

RESTRICTED ACCESS DATA

Naval Surface Warfare Center, Indian Head Division (NSWC IHD)

THIS DOCUMENT CONTAINS DRAFT SOW/TECHNICAL DATA THAT ARE THE

PROPERTY OF THE NAVAL SURFACE WARFARE CENTER, INDIAN HEAD DIVISION-

PICATINNY DETACHMENT. ALL RIGHTS ARE RESERVED TO NSWC IHD LOCATED

AT PICATINNY ARSENAL ONLY. THESE TECHNICAL DATA SHALL NOT BE USED

FOR ANY PURPOSE OTHER THAN THOSE FOR WHICH FURNISHED NOR

DISTRIBUTED OR REPRODUCED OR ANY PART THEREOF REVEALED IN ANY

MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS

SPECIFIED HERE WITH TO RECEIVE THEM. THIS LEGEND MUST BE INCLUDED ON

ANY REPRODUCTION OF THIS MATERIAL OR PORTIONS THEREOF.

APPENDIX

TECHNICAL DATA

Specifications / Drawings:

a. Draft Statement of Work (SOW) for the MK38 AIT