OMS NDA Library.docx

Operations, Maintenance, and Sustainment (OMS) Contract

NONDISCLOSURE AGREEMENT

This Nondisclosure Agreement ("Agreement") is made and effective [XX/XX/XXXX] by and between NOAA ("Government Agency") and [company] (“Recipient”)

1. Confidential Information NOAA is making available certain Confidential Information about the Operations, Maintenance and Sustainment (OMS) requirement to the Recipient for the purposes of preparing a proposal for the OMS acquisition. Confidential Information shall include but are not limited to all data, materials, products, technology, computer programs, specifications, manuals, software, and other information disclosed or submitted, orally, in writing, or by any other media, to the Recipient by NOAA. Confidential Information disclosed orally shall be identified as such within five (5) days of disclosure. Nothing herein shall require NOAA to disclose any of its information. All information downloaded from the Kiteworks website in response to the OMS acquisition are hereby deemed to be Confidential Information whether marked so or not.

Recipient's Obligations A. Recipient agrees that the Confidential Information is to be considered confidential and proprietary to NOAA and the Recipient shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of preparing a proposal for NOAA, and shall disclose it only to its officers, directors, or employees with a specific need to know. Recipient will not disclose, publish or otherwise reveal any of the Confidential Information received from NOAA to any other party whatsoever except with the specific prior written authorization of NOAA.

B. Confidential Information furnished in tangible form shall not be duplicated by the Recipient except for purposes of the OMS acquisition. Upon the request of NOAA, the Recipient shall return all Confidential Information received in written or tangible form, including copies, or reproductions or other media containing such Confidential Information, within ten (10) days of such request. At the Recipient's option, any documents or other media developed by the Recipient containing Confidential Information may be destroyed by the Recipient. Recipient shall provide a written confirmation to NOAA confirming the destruction of the Confidential Information within ten (10) days thereafter.

Term The obligations of Recipient herein shall be effective for one (1) year from the date NOAA last discloses any Confidential Information to Recipient pursuant to this Agreement. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against Recipient, nor by the rejection of any agreement between NOAA and Recipient, by a trustee of Recipient in bankruptcy, or by the Recipient as a debtor-in-possession or the equivalent of any of the foregoing under local law.

Other Information.

Recipient shall have no obligation under this Agreement with respect to Confidential Information which is or becomes publicly available without breach of this Agreement by Recipient; is rightfully received by Recipient without obligations of Nondisclosure; or is developed by Recipient without breach of this Agreement; provided, however, such Confidential Information shall not be disclosed until thirty (30) days after written notice of intent to disclose is given to NOAA along with the asserted grounds for disclosure.

No License Nothing contained herein shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information. It is understood and agreed that neither party solicits any change in the organization, business practice, service or products of the other party, and that the disclosure of Confidential Information shall not be construed as evidencing any intent by a party to purchase any products or services of the other party nor as an encouragement to expend funds in development or research efforts. Recipient agrees not to use any Confidential Information as a basis upon which to develop or have a third party develop a competing or similar system.

Governing Law and Equitable Relief This Agreement shall be governed and construed in accordance with the laws of the United States and Recipient consents to the exclusive jurisdiction of the U.S. federal courts located there for any dispute arising out of this Agreement. Recipient agrees that in the event of any breach or threatened breach by Recipient, NOAA may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect NOAA against any such breach or threatened breach.

Final Agreement This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

No Assignment Recipient may not assign this Agreement or any interest herein without NOAA's express prior written consent.

Severability If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

No Implied Waiver Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

Headings Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Offeror]

[Authorized Individual]

Signature Date