Non Disclosure - Non Use Agreement (NDA) -- W15QKN-24-X-10C2.docx

NON-DISCLOSURE AND NON-USE AGREEMENT

This Agreement is made by a recipient Organization, (name / address of recipient Organization)__________ (hereafter referred to as the "Recipient" or “Recipient Organization”), with the U.S. Army Contracting Command-New Jersey (ACC-NJ), Picatinny Arsenal, NJ 07806-5000 (hereinafter referred to as "ACC-NJ" or “CCNJ”). Recipient has requested that ACC-NJ supply Recipient with a copy of technical DATA, software, and other information (i.e. Performance Characteristics), for the Fire Control Computer III (FCCIII), (hereafter referred to collectively as the “DATA”), originated by the ACC-NJ, Picatinny Arsenal, NJ. 07806 (point of contact: ; Mr. Daniel Rakauskas and Ms. Klaudia A. Grabias, via email daniel.s.rakauskas.civ@army.mil and klaudia.a.grabias.civ@army.mil. Recipient requests the DATA for purposes of responding to sources sought notice W15QKN-24-X-10C2 with limited-distribution, export-controlled technical data. In consideration for ACC-NJ agreeing to furnish such DATA to Recipient for such purposes, the Recipient hereby agrees unconditionally to the following:

1. Recipient warrants that the DATA shall only be used for the aforementioned purposes, for related purposes as requested by ACC-NJ (in response to sources sought notice W15QKN-24-X-10C2, and for no other purposes.

2. Recipient shall not divulge the DATA to any third party. Recipient hereby agrees that all said defined “DATA” 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 DATA. Recipient shall not remove any such legends associated with said DATA. The legends shall appear on any reproduction by Recipient of all, or of any portions of said DATA. Recipient shall implement physical and cyber security measures to prevent improper use of or divulgence of the DATA, and shall notify the ACC-NJ immediately if such measures failed or were breached by unauthorized actors.

3. The Recipient agrees to destroy the DATA, and all copies of the DATA in its possession, no later than 30 days after the conclusion of the purpose for which it is provided, to have all persons and entities to whom the Recipient released the DATA do the same by that date, and to certify in writing to ACC-NJ that all the DATA and copies thereof have been destroyed. “Destroyed” means transforming all the DATA into an unusable and unreadable condition from which the DATA cannot be reconstructed or returned back to its original state. The DATA 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 DATA and inventions embodied therein shall become the exclusive property of the U.S. Government.

4. The non-use and non-disclosure obligations herein stated shall be obligations of the Recipient itself, any persons who are officers, directors, employees, contractors, or associates of Recipient, and any other business entity that Recipient owns, controls, or is affiliated with, that receives any of the DATA from Recipient. No later than the conclusion of the purpose(s) for which the DATA is provided, Recipient shall provide ACC-NJ with a list of all persons and entities who were given access to the DATA provided hereunder.

5. Recipient shall comply with the Export Laws of the United States, and obey the Army's directives regarding non-export and nondisclosure of said DATA, (or items manufactured by utilizing same), even if Recipient's facility may not be located within the United States of America.

6. No license or rights of to the DATA is provided under this Agreement. The Recipient agrees to accept the DATA “as is,” free of and without any Government representation as to suitability for intended use or warranty whatsoever. No representation or warranty is made or given as to the safety of the DATA , or of any items or processes made therefrom. No representation or warranty is made or given as to the existence or possibility of any intellectual property rights claims to the DATA, including but not limited to patent, copyright and trade secret claims. As a condition precedent to the provision of the DATA, 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 by the Recipient or any person to whom the Recipient has released or disclosed the Data

7. If ACC-NJ provides Recipient with physical models, samples, prototypes, or experimental apparatuses, Recipient agrees not to reverse engineer, disassemble, or perform any imaging of said items for any purpose without the prior written authorization of ACC-NJ.

FOR RECIPIENT ORGANIZATION

By: _______________________________ (Authorized Signature) (Typed Name-Title)

ATTACHMENT

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION

THIS DOCUMENT CONTAINS TECHNICAL DATA THAT ARE THE PROPERTY OF THE UNITED STATES ARMY PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO 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.