Presolicitation PAE_MC_MSCO NDA.pdf

MULTI-SPECTRAL CAMOUFLAGE OVERGARMENT

PART I: PRIME CONTRACTOR NON-DISCLOSURE AGREEMENT

Government-to-Prime Non-Disclosure Agreement for Access to SOW and PD Prime Contractor & Procurement Details

Disclosing Agency / Activity: Portfolio Acquisition Executive Marine Corps (PAE MC)

Prospective Prime Contractor (Offeror):

[Insert Prime Contractor Legal Name]

CAGE Code / SAM UEI: [Insert CAGE / UEI]

Solicitation / RFP Number: M6785427R5400

Project / Program Title: PAE MC CSS/Multi-Spectral Camouflage Overgarment

Prime Contractor Facility Security Officer (FSO):

[Name, Title, Email, Phone]

Government Contract Specialist Cheryl Harding, Contract Specialist, PAE MC, cheryl.harding@usmc.mil

Government Contracting Officer (KO): Shanna M. Laging, Contracting Officer, PAE MC, shanna.laging@usmc.mil

Section 1. Recitals & Purpose

1. Direct Access: The Government possesses sensitive acquisition documentation, technical specifications, and mission operational architectures containing Controlled Unclassified Information (CUI), specifically the Statement of Work (SOW) and Purchase Description

(PD).

2. Authorized Scope: The Disclosing Agency grants access to the prospective Prime Contractor strictly for evaluating, costing, and formulating a competitive proposal in response to the referenced Solicitation.

3. Fiduciary Obligation: The Prime Contractor acknowledges that receipt of the SOW and PD establishes a binding legal obligation to safeguard Government information and enforce strict distribution controls across its organization, joint ventures, consultants, and prospective supply chain.

Section 2. Downstream Distribution Prohibition & Prime Gatekeeper Duties

4. Absolute Restriction on Unauthorized Disclosure: The Prime Contractor is strictly prohibited from releasing, transmitting, summarizing, or distributing the SOW, PD, or any derived materials to any proposed subcontractor, joint venture partner, consultant, teaming member, or third party without prior written Contracting Officer approval.

5. Downstream NDA Sponsorship: If the Prime Contractor intends to share the SOW or PD with any prospective downstream entity, the Prime Contractor must:

• Require each entity to execute an independent Downstream Entity Non-Disclosure Agreement (Part II of this package);

• Review and certify the downstream entity's compliance, legitimate need-to-know, and entity classification;

• Submit the executed agreement to the PAE MC Contracting Officer; and

• Withhold all project documentation until written Contracting Officer approval is officially granted.

6. Vicarious Accountability: Any unauthorized disclosure by a subcontractor, joint venture partner, consultant, or teaming member sponsored by the Prime Contractor shall be deemed a material breach by the Prime Contractor, without prejudice to direct Government action against the downstream entity.

Section 3. Information Handling, Safeguarding & Standards

7. Compliance Baseline: The Prime Contractor must store, process, and transmit all SOW and

PD materials in compliance with 32 CFR Part 2002, NIST SP 800-171, DFARS 252.204- 7012, and applicable DoD Impact Level 5 (IL5) / CUI handling requirements.

8. Internal Access Controls: Internal dissemination within the Prime Contractor's organization shall be strictly restricted to personnel who:

• Possess a verifiable need-to-know directly supporting proposal formulation;

• Are verified U.S. citizens or lawful permanent residents with verified clearance/access authorization; and

• Have executed appropriate internal non-disclosure acknowledgments.

9. Digital Transmission: Transmission via unsecured public communications, unapproved commercial cloud environments, or non-accredited private email accounts is strictly prohibited.

Section 4. Foreign Participation & Export Restrictions

10. Export Controls: SOW and PD materials may incorporate technical data subject to the

International Traffic in Arms Regulations (ITAR, 22 CFR §§ 120–130) or Export Administration Regulations (EAR, 15 CFR §§ 730–774).

11. Foreign National Exclusion: The Prime Contractor shall not provide access to foreign nationals, dual nationals, or foreign representatives without an explicit export license and prior written authorization from the Contracting Officer.

12. FOCI Disclosure: The Prime Contractor certifies that it is not under foreign ownership, control, or influence (FOCI) that would compromise access to CUI, and agrees to immediately notify the Contracting Officer of any material changes in ownership.

Section 5. Return, Sanitization, and Certificate of Destruction Within five (5) business days of receiving notice of non-selection, cancellation of the solicitation, or written demand from the Contracting Officer, the Prime Contractor shall:

13. Immediately cease all utilization of the SOW, PD, and derived files;

14. Securely sanitize and permanently purge all electronic files in compliance with NIST SP

800-88 Rev. 1;

15. Return or destroy all physical hard copies; and

16. Submit a completed and executed Certificate of Destruction to the Contracting Officer.

PART II: SUBCONTRACTOR, JOINT VENTURE PARTNER, CONSULTANT &

TEAMING MEMBER NON-DISCLOSURE AGREEMENT

Tri-Party Non-Disclosure Agreement for Access to SOW and PD Downstream Entity, Prime & Procurement Identification

Disclosing Authority: Portfolio Acquisition Executive Marine Corps

(PAE MC)

Prime Contractor / Offeror: [Insert Prime Contractor Legal Name]

Receiving Downstream Entity: [Insert Entity Legal Name]

Entity Relationship Type: [ ] Subcontractor [ ] Joint Venture Partner [ ] Consultant [ ] Teaming Member

Receiving Entity CAGE / SAM UEI: [Insert CAGE / UEI]

Solicitation / RFP Reference: M6785427R5400

Project / Program Title: PAE MC CSS/Multi-Spectral Camouflage Overgarment

Receiving Entity Facility Security Officer (FSO) / Security Lead:

[Name, Title, Email, Phone]

Section 1. Purpose & Scope of Access

17. Downstream Evaluation Scope: The Receiving Entity requires temporary, conditional access to the Statement of Work (SOW) and Purchase Description (PD) solely to evaluate, scope, quote, and prepare a subcontract proposal, joint venture contribution, advisory consultation, or teaming effort for the Prime Contractor's response to the referenced PAE MC Solicitation.

18. Conditional Release: This Agreement creates no right of access until formally endorsed by the Prime Contractor and approved in writing by the PAE MC Contracting Officer.

19. No Commercial or Proprietary Grant: Access conveys no intellectual property license, commercial right, patent right, or authorization to use the documentation for any project other than the referenced Solicitation.

Section 2. Absolute Ban on Lower-Tier Distribution

20. Strict Prohibition: The Receiving Entity (whether Subcontractor, Joint Venture Partner, Consultant, or Teaming Member) is strictly prohibited from releasing, sharing, delegating, sub-tier contracting, or disclosing the SOW, PD, or derived data to any secondary subcontractors, external consultants, suppliers, or third parties.

21. Independent Processing for Lower Tiers: If lower-tier access is required for specialized components, an independent Downstream Entity NDA must be executed by that specific lower-tier entity and routed through the Prime Contractor to the Government for individual Contracting Officer approval.

Section 3. Information Handling, Storage & Safeguarding

22. Handling Standards: The Receiving Entity shall handle, store, and process all Protected

Information in strict accordance with 32 CFR Part 2002, NIST SP 800-171, and DoD Impact Level 5 (IL5) / CUI cybersecurity directives.

23. Need-to-Know Limitation: Distribution within the Receiving Entity's organization shall be confined exclusively to personnel who directly require access to prepare the proposal contribution and who have been briefed on CUI safeguarding rules.

24. Prohibited Systems: Uploading SOW/PD content to unaccredited public cloud services, unauthorized AI tools, non-work personal machines, or unencrypted storage media is strictly prohibited.

Section 4. Foreign National Exclusion & Export Controls

25. Export Controls: The technical data within the SOW and PD is subject to ITAR (22 CFR §§

120–130) and EAR (15 CFR §§ 730–774).

26. Citizen Restriction: Access, discussion, or disclosure to foreign nationals, non-U.S. citizens, or dual nationals without an approved export license and written Contracting Officer approval is strictly prohibited.

27. FOCI Compliance: The Receiving Entity certifies that it is compliant with DoD FOCI standards and will immediately report any foreign ownership changes to the Prime Contractor and Contracting Officer.

Section 5. Return, Sanitization, and Certificate of Destruction Within five (5) business days following (a) rejection of the subcontract or teaming proposal, (b) termination of discussions or teaming agreements, (c) notice that the Prime Contractor was not selected, or (d) written demand by the Prime Contractor or Government:

28. The Receiving Entity must immediately cease using all materials;

29. Permanently sanitize and purge all electronic copies in accordance with NIST SP 800-88

Rev. 1;

30. Return or destroy all physical documents; and

31. Complete, sign, and deliver the Certificate of Destruction.

Section 6. Signatures & Routing Endorsement For the Receiving Downstream Entity (Subcontractor / JV Partner / Consultant / Teaming Member):

Field Downstream Execution Block

Authorized Signature: ________________________________________

Printed Name:

Title:

Company Legal Name:

Role (Subcontractor/JV/Consultant/ Teaming Member):

Date: ________________

For the Prime Contractor (Verification & Sponsorship Endorsement):

"The Prime Contractor certifies that it has evaluated the proposed downstream entity, verified its legitimate need-to-know for proposal preparation, confirmed the entity classification (Subcontractor, Joint Venture Partner, Consultant, or Teaming Member), and hereby sponsors this NDA for Government review."

Field Prime Verification Block

Authorized Prime Signature: ________________________________________

Printed Name & Title:

Company Name:

Date: ________________

3. Government Contracting Officer Determination (To be completed solely by the PAE MC Contracting Activity prior to document release to the downstream entity) Official Determination

Approval Status: [ ] APPROVED [ ] DISAPPROVED

Contracting Officer Signature: ________________________________________

Printed Name:

Contracting Activity / Command: Portfolio Acquisition Executive Marine Corps

(PAE MC)

Date of Determination: ________________

Conditions / Provisos (if any):

4. Exhibit A: Certificate of Destruction or Return Certificate of Destruction or Return for Protected SOW & PD Materials Reference Information

Contract / Solicitation No.: M6785426R5400

Executing Entity: [Insert Company Legal Name]

Entity Role: [ ] Prime Contractor [ ] Subcontractor [ ] Joint Venture Partner [ ] Consultant [ ] Teaming Member

Sponsoring Prime (if applicable): [Insert Prime Contractor Legal Name]

Date of Disposition: [Insert Date] Certified Inventory of Materials The executing entity certifies that the following items and all derived files have been processed as indicated:

Document / Asset Title

Version / Control No.

Medium (Digital / Hardcopy)

Action Taken (Destroyed / Returned)

Method of Destruction / Sanitization

Statement of Work (SOW)

Purchase Description

(PD)

Derived Notes / Analyses

System Architecture Specs

Attestation Statement "I, the undersigned corporate officer of the Executing Entity, hereby certify under penalty of law that all copies of the Statement of Work, Purchase Description, and any and all materials derived therefrom have been either returned to the Government/Prime Contractor or completely destroyed/sanitized in compliance with NIST SP 800-88 Rev. 1 standards. No physical copies, digital records, backup archives, or derivative summaries remain in the possession or control of this entity or its personnel."

Field Certification Block

Authorized Officer Signature: ________________________________________

Printed Name:

Title (VP, Director, FSO):

Company Legal Name:

Date of Execution: ________________