PGS Non-Disclosure and Non-Use Agreement.docx

Contract No.: ______________________ Solicitation No.: ___________________ Program Name: Precision Grenedier System (PGS)

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, (hereafter referred to as the "Recipient" or “Recipient Organization”), with the U.S. Army Program Executive Office (PEO) Solider, Project Manager Soldier Lethality (PM SL), and Joint Program Executive Office (JPEO) Armaments & Ammunition (A&A), Project Manager Maneuver Ammunition Systems (PM MAS), Picatinny Arsenal, New Jersey 07806-5000 (hereafter referred to as "PM SL/MAS”). Recipient has requested that PM SL/MAS supply Recipient with a copy of PM SL/MAS technical DATA, software, and other information, for the Precision Grenedier System (PGS), Prototype Project Opportunity Notice (PPON), and described in the APPENDIX of this Agreement, (hereafter referred to collectively as the “DATA”), originated by PM SL/MAS, Picatinny Arsenal, NJ 07806 and other Government agencies; point of contact: Mr. Corey Woodson, email: corey.w.woodson.civ@army.mil. The DATA is being requested of PM SL/MAS by Recipient for the purposes of developing PGS prototypes. In consideration for PM SL/MAS agreeing to furnish such DATA to Recipient for such purposes, the Recipient hereby agrees to the following:

1. Recipient warrants that the said DATA shall only be used for the purposes requested, and to perform under contract for the U.S. Government, (no. W???-??-?-????), 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 adopt physical security measures to prevent improper use of or divulgence of the DATA.

3. Recipient shall promptly return all DATA and copies thereof in whatever form or embodiment existing, to the U.S. Army PM SL/MAS upon request. 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. 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 (insert name / address of recipient Organization) receive any of the said DATA.

5. Recipient shall conform to 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 is provided to Recipient by the provision of DATA under this Agreement. No representation or warranty is made or given as to the safety or suitability of any DATA 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 DATA, including but not limited to patent, copyright and trade secret claims.

7. If PM SL/MAS 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 PM SL/MAS's technology.

FOR RECIPIENT ORGANIZATION

By: ______________________________ (Authorized Signature)

(Typed Name-Title)

(Date)

(Name of Recipient Organization)

(Address of Recipient Organization)

(Home Address of Signatory)

ATTACHMENT (Legend)

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.

APPENDIX

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???? – Attachment 2 – ????

???? – Attachment 3 – ????

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