PDF_II_section_j_attachments.pdf

H-1 NON-DISCLOSURE AGREEMENT

(CONTRACTOR) – IDIQ LEVEL

Revised 5/24/13 1

Attachment H-1

NON-DISCLOSURE AGREEMENT (CONTRACTOR ENTITY)

A. Intending to be legally bound, _________________________ (the “Contractor”) hereby accepts the obligations contained in this Agreement in consideration of being granted conditional access to SEC confidential and non-public information to include personally identifiable information (PII). For purposes of this Agreement, “confidential or non-public information,” is defined as information generated by or in the possession of the SEC that is commercially valuable, trade secret, market sensitive, proprietary, related to an SEC enforcement or examination matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed confidential or non-public by an SEC division director or office head, and is not otherwise available to the public. This definition applies to confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of confidential or non-public information include corporate financial data provided to the SEC that has not been made public; SEC planned or contemplated courses of action regarding SEC examinations, investigations, and enforcement actions; and SEC personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

B. The Contractor acknowledges that any conditional access to SEC confidential and non-public information is granted to Contractor for the sole purpose of performing its obligations under SEC Contract ___________________ (the “underlying Contract”). This Agreement does not grant Contractor access to information or materials that the SEC determines in its sole discretion are inappropriate for disclosure to Contractor.

C. Contractor acknowledges that the SEC Regulation Concerning Conduct of Members and

Employees and Former Members and Employees of the Commission expressly prohibits the improper use and unauthorized disclosure of confidential or non-public information or documents. See 17 C.F.R. § 200.735-3(b)(1) & (b)(2) available at http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div5&view=text&node=17:2.0.1.1.1&idno=17#17:2.0.1.1.1.13.3.3. Contractor, for itself and its employees, agents, and subcontractors, agrees to be bound by the prohibitions of § 200.735-3(b)(1) & (b)(2) and the terms set forth herein. Contractor, for itself and its employees, agents, and subcontractors, agrees not to disclose to any unauthorized person any confidential or non-public documents or information to which Contractor or its employees, agents, or subcontractors have access in the performance of duties under the underlying Contract.

D. In accordance with the SEC Regulation at 17 C.F.R. § 200.735-3(b)(1), the Contractor, for itself and its employees, agents, and subcontractors, agrees not to engage, directly or indirectly, in any personal business transaction or private arrangement for personal profit the opportunity for which arises because of performance under the Contract, or that is based upon confidential or non-public information which the Contractor and its employees, agents, and subcontractors gain in the course of performance under the Contract.

E. In accordance with the SEC Regulation at 17 C.F.R. § 200.735-3(b)(2)(i), the Contractor, for itself and its employees, agents, and subcontractors, agrees not to disclose to any unauthorized person or release in advance of authorization for its release, any confidential or non-public document or information: (1) protected from disclosure under 5 U.S.C. §§ 552, 552a, and 552b or any rules or regulations of the SEC; or (2) in circumstances where the SEC has determined to accord such information confidential treatment, unless the SEC authorizes the disclosure of such information as

Revised 5/24/13 2 provided for under 17 C.F.R. § 200.735-3(b)(2)(ii). Confidential and non-public information shall be shared with authorized persons only on a need-to-know basis.

F. For purposes of this Agreement, an "unauthorized person" is anyone other than (1) an officer or employee of the SEC, (2) an employee of the Contractor who has executed a non-disclosure agreement with the SEC under the Contract, (3) an employee of a subcontractor of the Contractor who has executed a non-disclosure agreement with the SEC under the Contract, and whose employer advises Contractor as such, or (4) any individual that the Contracting Officer expressly designates as a person authorized to receive the confidential or non-public information at issue.

G. Contractor acknowledges that other federal laws and regulations, including but not limited to the following, may also prohibit the disclosure of confidential and non-public information received pursuant to the Contract:

the Government Trade Secrets Act, 18 U.S.C. § 1905 (disclosure of confidential information generally) (currently available at http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905----000- .html);

18 U.S.C. § 641 (theft of public property or records) (currently available at http://www.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00000641----000-.html);

Rule 122 under the Securities Act of 1933, 17 C.F.R. § 230.122 (nondisclosure of SEC confidential information obtained in the course of examinations and investigations) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=230&SECTION=122&SUBPART=&TYPE

=TEXT);

Section 24(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78x (disclosure and use for personal benefit of SEC confidential information) (currently available at http://www.sec.gov/about/laws/sea34.pdf), and Rule 0-4, 17 C.F.R. § 240.0-4 (nondisclosure of SEC confidential information obtained in examinations and investigations) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=0- 4&SUBPART=&TYPE=TEXT), Rule 10b-5, 17 C.F.R. § 240.10b-5 (employment of manipulative and deceptive devices in connection with the purchase or sale of any security) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=10b- 5&SUBPART=&TYPE=TEXT), and Rule 24b-2, 17 C.F.R. § 240.24b-2 (nondisclosure of SEC confidential information filed with the Commission and with any exchange) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=24b- 2&SUBPART=&TYPE=TEXT), thereunder;

Section 45(a) of the Investment Company Act, 15 U.S.C. § 80a-44 (disclosure and use for personal benefit of nonpublic information filed or transmitted to the SEC) (currently available at http://www.sec.gov/about/laws/ica40.pdf); and

Section 210(b) of the Investment Advisers Act of 1940, 15 U.S.C. § 80b-10 (no public release of existence of SEC examinations or investigations, or results of or facts

Revised 5/24/13 3 ascertained during any such examinations or investigations) (currently available at http://www.sec.gov/about/laws/iaa40.pdf).

Contractor is aware of such laws and regulations and agrees to comply with the standards for protecting confidential and non-public information in accordance with the laws and regulations, including any superseding revisions or updates that are applicable to the specific information to which it has access.

H. If there is doubt as to whether a document or information is confidential or non-public, or whether a proposed recipient of a document or information is an unauthorized person, the Contractor shall request clarification from the Contracting Officer.

I. The Contractor acknowledges that it has received and read the SEC Regulations at 17

C.F.R. § 200.735-3(b)(1) & (b)(2) and has referred any questions regarding those Regulations or this Agreement to the Contracting Officer.

J. Contractor acknowledges that disclosure of confidential or non-public information in violation of this agreement could subject the Contractor to administrative, civil, or criminal action, as appropriate, under the laws and regulations applicable to the information involved. Violation of this Agreement may also constitute a ground for termination of the Contractor’s underlying Contract with the SEC, and/or suspension and debarment from receiving future federal contracts. Contractor understands that the United States Government may seek any remedy available to it to enforce this Agreement, including but not limited to application for a court order prohibiting disclosure of information in violation of this Agreement.

K. If the underlying Contract includes Contract Clause 6012.05, Personally Identifiable

Information (PII), Contractor affirms it has established policies and procedures to safeguard SEC personally identifiable information (PII) as required by Clause 6012.05. Contractor affirms that it has provided a copy of the policies and procedures, or otherwise made such policies and procedures available, to all employees, agents, and subcontractor personnel who will perform the underlying Contract. A copy of the policies and procedures are attached to this submission and all updates will be provided to the Contracting Officer within 15 days of the effective date. Contractor agrees to enforce compliance with the policies and procedures. (Contract Clause 6012.05 is included in a contract when the design, development, or operation of a system of records on individuals is required under the contract to accomplish an agency function.)

L. If the underlying Contract includes Contract Clause 6012.06, Security Requirements, Contractor affirms that handling electronic SEC personally identifiable information (PII) will be done in compliance with SEC Clause 6012.06. (Contract Clause 6012.06 is included in a contract when the design, development, or operation of a system of records on individuals is required under the contract to accomplish an agency function.)

M. Contractor hereby assigns to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any personal business transaction in violation of the terms of this Agreement or any disclosure, publication, or revelation of confidential or non-public information in violation of the terms of this Agreement.

N. Contractor further agrees that it will not disclose any classified information received in the course of its work under this contract unless specifically authorized to do so by the United States Government.

Revised 5/24/13 4

O. This Agreement does not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

P. Each provision of this Agreement is severable. If a court should hold any provision of this

Agreement unenforceable, all other provisions shall remain in full force and effect.

Q. Contractor acknowledges that all conditions and obligations created by this Agreement apply during the performance of the underlying SEC Contract and thereafter with respect to information accessed by Contractor that remains confidential or non-public.

R. Contractor acknowledges that if the underlying Contract is related to any actual or reasonably foreseeable SEC investigation, litigation, or dispute that the provisions in Addendum One shall apply to Contractor’s employee(s) working on the Contract during the performance of the underlying SEC Contract. The underlying Contract IS IS NOT related to any actual or reasonably foreseeable SEC investigation, litigation, or dispute.

S. Contractor acknowledges that Addendum Two, the substance of which is required by law to be included in this Agreement, is attached

T. The person signing this Agreement on behalf of Contractor warrants that he or she has the authority to enter into this Agreement on behalf of Contractor.

Contractor Name: __________________________________________________ by

Signature & Title: __________________________________________________

Date: _______________________

This Agreement was accepted by the undersigned on behalf of the SEC as a prior condition of conditional access to confidential and non-public information to include personally identifiable information (PII).

SEC Representative Date

Revised 5/24/13 5

ADDENDUM ONE

(1) To avoid any conflict of interest or the appearance of a conflict of interest, I agree that except as permitted by subsection (2) below I will not participate personally and substantially as part of the underlying Contract on any particular SEC matter in which , to my knowledge, any of the following individuals or entities have a financial interest: me; my spouse; my minor child; my general partner; an organization in which I am serving as officer, director, trustee, general partner, or employee; or any person or organization with whom I am negotiating or have any arrangement concerning prospective employment. In particular, unless otherwise permitted by subsection (2) below, I acknowledge that this provision prevents me from seeking, accepting, or arranging for employment during performance of the underlying Contract with any party other than the SEC that has a financial interest in the outcome of the particular matter on which I am working at the SEC.

(2) Subsection (1) shall not apply –

(a) to the financial interest that I and/or my employer have in performance of the underlying Contract itself; or

(b) if I first advise the C.O. of the nature and circumstances of the particular matter and make full disclosure of the financial interest and receive in advance a written determination made by the C.O. that the interest is not so substantial as to be deemed likely to affect the integrity of the services which the Government may expect from me.

(3) Nothing in this provision shall limit FAR 9.5 or other responsibilities in the underlying Contract relating to organizational conflicts of interest.

Revised 5/24/13 6

ADDENDUM TWO

The provisions and restrictions of this Agreement are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection [collectively, including but not limited to Executive Order No.13526 (75 Fed. Reg. 707), or any successor thereto; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act of 1989 (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); sections 7(c) and 8H of the Inspector General Act of 1978 (5 U.S.C. App.) (relating to disclosures to an inspector general, the inspectors general of the Intelligence Community, and Congress); section 103H(g)(3) of the National Security Act of 1947 (50 U.S.C. 403–3h(g)(3) (relating to disclosures to the inspector general of the Intelligence Community); sections 17(d)(5) and 17(e)(3) of the Central Intelligence Agency Act of 1949 (50 U.S.C. 403q(d)(5) and 403q(e)(3)) (relating to disclosures to the Inspector General of the Central Intelligence Agency and Congress); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Control Act of 1950 (50 U.S.C. 783(b))]. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions, including those listed above, are incorporated into this agreement and are controlling.

H-2 NON-DISCLOSURE AGREEMENT

(CONTRACT EMPLOYEE) – TASK

ORDER LEVEL

Revised 5/24/13 1

Attachment H-2

NON-DISCLOSURE AGREEMENT (CONTRACT PERSONNEL)

A. Intending to be legally bound, I, ________________________, hereby accept the obligations contained in this Agreement in consideration of being granted conditional access to SEC confidential and non-public information to include personally identifiable information (PII). For purposes of this Agreement, “confidential or non-public information,” is defined as information generated by or in the possession of the SEC that is commercially valuable, trade secret, market sensitive, proprietary, related to an SEC enforcement or examination matter, subject to privilege, protected by the Privacy Act (5 U.S.C. § 552a), or otherwise deemed confidential or non-public by an SEC division director or office head, and is not otherwise available to the public. This definition applies to confidential or non-public information in any form, including documents, electronic mail, computer files, conversations, and audio or video recordings. For purposes of this Agreement, examples of confidential or non-public information include corporate financial data provided to the SEC that has not been made public; SEC planned or contemplated courses of action regarding SEC examinations, investigations, and enforcement actions; and SEC personnel information covered by the Privacy Act, 5 U.S.C. § 552a.

B. I acknowledge that any conditional access to SEC confidential and non-public information granted to me is for the sole purpose of performing obligations under SEC Contract ____________________ (the “underlying Contract”). This Agreement does not grant me access to information or materials that the SEC determines in its sole discretion are inappropriate for disclosure.

C. I acknowledge that the SEC Regulation Concerning Conduct of Members and

Employees and Former Members and Employees of the Commission expressly prohibits the improper use and unauthorized disclosure of confidential or non-public information or documents. See 17 C.F.R. § 200.735-3(b)(1) & (b)(2) available at http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div5&view=text&node=17:2.0.1.1.1&idno=17#17:2.0.1.1.1.13.3.3.

I agree to be bound by the prohibitions of § 200.735-3(b)(1) & (b)(2) and the terms set forth herein. I agree not to disclose to any unauthorized person any confidential or non-public documents or information to which I have access in the performance of duties under the underlying Contract.

D. In accordance with the SEC Regulation at 17 C.F.R. § 200.735-3(b)(1), I agree not to engage, directly or indirectly, in any personal business transaction or private arrangement for personal profit the opportunity for which arises because of my performance under the Contract, or that is based upon confidential or non-public information which I gain in the course of my performance under the Contract.

E. In accordance with the SEC Regulation at 17 C.F.R. § 200.735-3(b)(2)(i), I agree not to disclose to any unauthorized person or release in advance of authorization for its release, any confidential or non-public document or information : (1) protected from disclosure under 5 U.S.C. §§ 552, 552a, and 552b or any rules or regulations of the SEC; or (2) in circumstances where the SEC has determined to accord such information confidential treatment, unless the SEC authorizes the disclosure of such information as provided for under 17 C.F.R. § 200.735-http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div5&view=text&node=17:2.0.1.1.1&idno=17#17:2.0.1.1.1.13.3.3 http://ecfr.gpoaccess.gov/cgi/t/text/text-idx?c=ecfr&rgn=div5&view=text&node=17:2.0.1.1.1&idno=17#17:2.0.1.1.1.13.3.3

Revised 5/24/13 2

3(b)(2)(ii). Confidential and non-public information shall be shared with authorized persons only on a need-to-know basis.

F. For purposes of this Agreement, an "unauthorized person" is anyone other than (1) an officer or employee of the SEC, (2) an employee of the prime contractor who has executed a non-disclosure agreement with the SEC under the Contract, (3) an employee of a subcontractor who has executed a non-disclosure agreement with the SEC under the Contract, and whose employer advises the prime contractor as such, or (4) any individual that the Contracting Officer expressly designates as a person authorized to receive the confidential or non-public information at issue.

G. I acknowledge that other federal laws and regulations, including but not limited to the following, may also prohibit the disclosure of confidential and non-public information received pursuant to the Contract:

• the Government Trade Secrets Act, 18 U.S.C. § 1905 (disclosure of confidential information generally) (currently available at http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905---- 000-.html);

• 18 U.S.C. § 641 (theft of public property or records) (currently available at http://www.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00000641----000- .html);

• Rule 122 under the Securities Act of 1933, 17 C.F.R. § 230.122 (nondisclosure of

SEC confidential information obtained in the course of examinations and investigations) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=230&SECTION=122&SUBPART=&T

YPE=TEXT);

• Section 24(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78x (disclosure and use for personal benefit of SEC confidential information) (currently available at http://www.sec.gov/about/laws/sea34.pdf), and Rule 0-4, 17 C.F.R. § 240.0-4 (nondisclosure of SEC confidential information obtained in examinations and investigations) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=0- 4&SUBPART=&TYPE=TEXT), Rule 10b-5, 17 C.F.R. § 240.10b-5 (employment of manipulative and deceptive devices in connection with the purchase or sale of any security) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=10b- 5&SUBPART=&TYPE=TEXT), and Rule 24b-2, 17 C.F.R. § 240.24b-2 (nondisclosure of SEC confidential information filed with the Commission and with any exchange) (currently available at http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=24b- 2&SUBPART=&TYPE=TEXT), thereunder;

http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905----000-.html http://assembler.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00001905----000-.html http://www.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00000641----000-.html http://www.law.cornell.edu/uscode/html/uscode18/usc_sec_18_00000641----000-.html http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=230&SECTION=122&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=230&SECTION=122&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=230&SECTION=122&SUBPART=&TYPE=TEXT http://www.sec.gov/about/laws/sea34.pdf http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=0-4&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=0-4&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=0-4&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=10b-5&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=10b-5&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=10b-5&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=24b-2&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=24b-2&SUBPART=&TYPE=TEXT http://frwebgate.access.gpo.gov/cgi-bin/get-cfr.cgi?YEAR=current&TITLE=17&PART=240&SECTION=24b-2&SUBPART=&TYPE=TEXT

Revised 5/24/13 3

• Section 45(a) of the Investment Company Act, 15 U.S.C. § 80a-44 (disclosure and use for personal benefit of nonpublic information filed or transmitted to the SEC) (currently available at http://www.sec.gov/about/laws/ica40.pdf); and

• Section 210(b) of the Investment Advisers Act of 1940, 15 U.S.C. § 80b-10 (no public release of existence of SEC examinations or investigations, or results of or facts ascertained during any such examinations or investigations) (currently available at http://www.sec.gov/about/laws/iaa40.pdf).

I am aware of such laws and regulations and agree to comply with the standards for protecting confidential and non-public information in accordance with the laws and regulations, including any superseding revisions or updates that are applicable to the specific information to which I have access.

H. If there is doubt as to whether a document or information is confidential or non-public, or whether a proposed recipient of a document or information is an unauthorized person, I shall request clarification from the Contracting Officer.

I. I acknowledge that I have read the SEC Regulations 17 C.F.R. § 200.735-3(b)(1) &

(b)(2) and have referred any questions regarding those Regulations or this Agreement to the Contracting Officer.

J. I acknowledge that disclosure of confidential or non-public information in violation of this agreement could subject me to administrative, civil, or criminal action, as appropriate, under the laws and regulations applicable to the information involved. Violation of this Agreement may also constitute a ground for termination of the Contractor’s underlying Contract with the SEC, and/or suspension and debarment from receiving future federal contracts. I understand that the United States Government may seek any remedy available to it to enforce this Agreement, including but not limited to application for a court order prohibiting disclosure of information in violation of this Agreement.

K. If the underlying Contract includes Contract Clause 6012.05, Personally Identifiable

Information (PII), I acknowledge that I have reviewed and will comply with the company’s established policies and procedures on safeguarding SEC PII. (Contract Clause 6012.05 is included in a contract when the design, development, or operation of a system of records on individuals is required under the contract to accomplish an agency function.)

L. If the underlying Contract includes Contract Clause 6012.06, Security Requirements, I affirm that the handling of any electronic SEC personally identifiable information (PII) under the Contract will be done in compliance with SEC Clause 6012.06. (Contract Clause 6012.06 is included in a contract when the design, development, or operation of a system of records on individuals is required under the contract to accomplish an agency function.)

M. I hereby assign to the United States Government all royalties, remunerations, and emoluments that have resulted, will result, or may result from any personal business transaction inconsistent with the terms of this Agreement or any disclosure, publication, or revelation of confidential or non-public information inconsistent with the terms of this Agreement.

http://www.sec.gov/about/laws/ica40.pdf http://www.sec.gov/about/laws/iaa40.pdf

Revised 5/24/13 4

N. I further agree I will not disclose any classified information received in the course of my work under this contract unless specifically authorized to do so by the United States Government.

O. This Agreement does not bar disclosures to Congress, or to an authorized official of an executive agency or the Department of Justice, that are essential to reporting a substantial violation of law.

P. I acknowledge that if the underlying Contract is related to any actual or reasonably foreseeable SEC investigation, litigation, or dispute, that the provisions in Addendum One shall apply during the performance of the underlying SEC Contract. The underlying Contract IS

IS NOT related to any actual or reasonably foreseeable SEC investigation, litigation, or dispute.

Q. Each provision of this Agreement is severable. If a court should hold any provision of this Agreement unenforceable, all other provisions shall remain in full force and effect.

R. I acknowledge that all conditions and obligations created by this Agreement apply during the performance of the underlying SEC Contract and thereafter with respect to information that remains confidential or non-public.

S. I acknowledge that Addendum Two, the substance of which is required by law to be included in this Agreement, is attached.

Employee Name: ___________________________ ______

Signature: _________________________________ ______

Date: ____________________

This Agreement was accepted by the undersigned on behalf of the SEC as a prior condition of conditional access to confidential and non-public information to include personally identifiable information (PII).

SEC Representative Date

Revised 5/24/13 5

ADDENDUM ONE

(1) To avoid any conflict of interest or the appearance of a conflict of interest, I agree that except as permitted by subsection (2) below I will not participate personally and substantially as part of the underlying Contract on any particular SEC matter in which, to my knowledge, any of the following individuals or entities have a financial interest: me; my spouse;

my minor child; my general partner; an organization in which I am serving as officer, director, trustee, general partner, or employee; or any person or organization with whom I am negotiating or have any arrangement concerning prospective employment. In particular, unless otherwise permitted by subsection (2) below, I acknowledge that this provision prevents me from seeking, accepting, or arranging for employment during performance of the underlying Contract with any party other than the SEC that has a financial interest in the outcome of the particular matter on which I am working at the SEC.

(2) Subsection (1) shall not apply –

(a) to the financial interest that I and/or my employer have in performance of the underlying Contract itself; or

(b) if I first advise the C.O. of the nature and circumstances of the particular matter and make full disclosure of the financial interest and receive in advance a written determination made by the C.O. that the interest is not so substantial as to be deemed likely to affect the integrity of the services which the Government may expect from me.

(3) Nothing in this provision shall limit FAR 9.5 or other responsibilities in the underlying Contract relating to organizational conflicts of interest.

Revised 5/24/13 6

ADDENDUM TWO

The provisions and restrictions of this Agreement are consistent with and do not supersede, conflict with, or otherwise alter the employee obligations, rights, or liabilities created by existing statute or Executive order relating to (1) classified information, (2) communications to Congress, (3) the reporting to an Inspector General of a violation of any law, rule, or regulation, or mismanagement, a gross waste of funds, an abuse of authority, or a substantial and specific danger to public health or safety, or (4) any other whistleblower protection [collectively, including but not limited to Executive Order No.13526 (75 Fed. Reg. 707), or any successor thereto; section 7211 of title 5, United States Code (governing disclosures to Congress); section 1034 of title 10, United States Code, as amended by the Military Whistleblower Protection Act (governing disclosure to Congress by members of the military); section 2302(b)(8) of title 5, United States Code, as amended by the Whistleblower Protection Act of 1989 (governing disclosures of illegality, waste, fraud, abuse or public health or safety threats); the Intelligence Identities Protection Act of 1982 (50 U.S.C. 421 et seq.) (governing disclosures that could expose confidential Government agents); sections 7(c) and 8H of the Inspector General Act of 1978 (5 U.S.C. App.) (relating to disclosures to an inspector general, the inspectors general of the Intelligence Community, and Congress); section 103H(g)(3) of the National Security Act of 1947 (50 U.S.C. 403–3h(g)(3) (relating to disclosures to the inspector general of the Intelligence Community); sections 17(d)(5) and 17(e)(3) of the Central Intelligence Agency Act of 1949 (50 U.S.C. 403q(d)(5) and 403q(e)(3)) (relating to disclosures to the Inspector General of the Central Intelligence Agency and Congress); and the statutes which protect against disclosure that may compromise the national security, including sections 641, 793, 794, 798, and 952 of title 18, United States Code, and section 4(b) of the Subversive Activities Control Act of 1950 (50 U.S.C.

783(b))]. The definitions, requirements, obligations, rights, sanctions, and liabilities created by controlling Executive orders and statutory provisions, including those listed above, are incorporated into this agreement and are controlling.

H-3 DATA CUSTODY FORM

U.S. Securities and Exchange Commission Data Custody Form

Version 10/17/2012

Warning The data and devices described within this document are of a highly sensitive and confidential nature and are the sole property of the Division of Economic and Risk Analysis (DERA) for all the documents. Only authorized, SEC‐cleared custodians are permitted to access and view the contents of the data and devices identified/described in this document.

The data and devices are to be positively controlled by the vendor at all times to prevent unauthorized access and to ensure adherence to the terms of the signed contract.

Date:

Time:

Part 1

Contract # COTR Contract Expiration Date

Part 2

Data Device Custody Description Model

Serial Number

Size (drive)

Type

Encryption Method

From

To

Part 3

Data Contents Custody Description Model

Serial Number

Encryption

Data File Names

Part 4 Data/Devices Received by:* Released by COTR or Designee:* Returned to COTR or Designee this date doesn’t make sense

Name

Title

Address 1

Address 2

State/City

Zip Code

Telephone

Signature

Date and Time

Visual Condition (Good/Damaged)

**By signing this document, the _____company name___ representative who has/will take possession of the hardware device identified above in Part 2 acknowledges and fully accepts responsibility for the guarding the hardware device. You further agree to take the hardware device directly from/to the SEC’s Headquarters location to your place of business.

It is _____company name___ responsibility to take reasonable measures to secure the hardware device identified above in Part 2 while it is in your possession and to immediately inform the U.S. Securities and Exchange Commission’s, Division of Economic and Risk Analysis of any loss, theft, damage, or times when the hardware device is not in your or other_____company name___personnel’s custody or possession.

H-5 AUTHORIZATION FOR RELEASE

OF CREDIT INFORMATION

L-1 PRICING TEMPLATES

SECURITIES AND EXCHANGE COMMISSION Solicitation No. SECHQ1-13-R-0005

Work Category

Quantitative Research Analytical Data Support (QRADS)

BASE PERIOD AWARD THROUGH 12 MONTHS (exact dates will be established at award)

SEC Labor Category Proposed Labor Category

Hourly Labor Rate (On-site)

Hourly Labor Rate (Off-site)

Project Manager Senior Captial Markets and Financial Industry Data Analyst

Project Manager Senior Statistical Programming Analyst Statistical Programming Analyst

Project Manager Senior Data Modeler Lead Data Modeler

Project Manager Senior Technial Writer

Project Manager Text Analytical Programming Analyst Statistical Programming Analyst

*Note: Offeror shall add key and non-key personnel as appropriate.

Work Category 3

Work Category 4

Work Category 5

(insert proposed work category)

(Insert Proposed Work Category and complete table as appropriate)

LABOR RATES TABLE

Work Category 1

Work Category 2

Quantitative Research Analytical Data Support (QRADS)

OPTION YEAR I THROUGH 12 MONTHS (exact dates will be established at award)

SEC Labor Category Proposed Labor Category

Hourly Labor Rate (On-site)

Hourly Labor Rate (Off-site)

Project Manager Senior Captial Markets and Financial Industry Data Analyst

Project Manager Senior Statistical Programming Analyst Statistical Programming Analyst

Project Manager Senior Data Modeler Lead Data Modeler

Project Manager Senior Technial Writer

Project Manager Text Analytical Programming Analyst Statistical Programming Analyst

*Note: Offeror shall add key and non-key personnel as appropriate.

Work Category 3

Work Category 4

Work Category 5

(insert proposed work category)

(Insert Proposed Work Category and complete table as appropriat

LABOR RATES TABLE

Quantitative Research Analytical Data Support (QRADS)

OPTION YEAR II THROUGH 12 MONTHS (exact dates will be established at award)

SEC Labor Category Proposed Labor Category

Hourly Labor Rate (On-site)

Hourly Labor Rate (Off-site)

Project Manager Senior Captial Markets and Financial Industry Data Analyst

Project Manager Senior Statistical Programming Analyst Statistical Programming Analyst

Project Manager Senior Data Modeler Lead Data Modeler

Project Manager Senior Technial Writer

Project Manager Text Analytical Programming Analyst Statistical Programming Analyst

*Note: Offeror shall add key and non-key personnel as appropriate.

Work Category 3

Work Category 4

Work Category 5

(insert proposed work category)

(Insert Proposed Work Category and complete table as approp

LABORS RATES TABLE

Quantitative Research Analytical Data Support (QRADS)

OPTION YEAR III THROUGH 12 MONTHS (exact dates will be established at award)

SEC Labor Category Proposed Labor Category

Hourly Labor Rate (On-site)

Hourly Labor Rate (Off-site)

Project Manager Senior Captial Markets and Financial Industry Data Analyst

Project Manager Senior Statistical Programming Analyst Statistical Programming Analyst

Project Manager Senior Data Modeler Lead Data Modeler

Project Manager Senior Technial Writer

Project Manager Text Analytical Programming Analyst Statistical Programming Analyst

*Note: Offeror shall add key and non-key personnel as appropriate.

Work Category 3

Work Category 4

Work Category 5

(insert proposed work category)

(Insert Proposed Work Category and complete table as approp

LABOR RATES TABLE

Quantitative Research Analytical Data Support (QRADS)

OPTION YEAR IV THROUGH 12 MONTHS (exact dates will be established at award)

SEC Labor Category Proposed Labor Category

Hourly Labor Rate (On-site)

Hourly Labor Rate (Off-site)

Project Manager Senior Captial Markets and Financial Industry Data Analyst

Project Manager Senior Statistical Programming Analyst Statistical Programming Analyst

Project Manager Senior Data Modeler Lead Data Modeler

Project Manager Senior Technial Writer

Project Manager Text Analytical Programming Analyst Statistical Programming Analyst

*Note: Offeror shall add key and non-key personnel as appropriate.

Work Category 3

Work Category 4

Work Category 5

(insert proposed work category)

(Insert Proposed Work Category and complete table as appropriate)

LABOR RATES TABLE

Base Period Option Period

Option Period

Option Period

Option Period 4G&A to be applied to:

ODCs

Travel

Subcontract Handling

Materials & Indirects

Sample Task Order Base Year Period of Performance: Date fo Award - One-Year Labor Category IDIQ Rate Discounted Hourly Rate

Labor Category Estimated Hours IDIQ Discounted Rate (if applicable) Total

Other Direct Costs (ODCs) NTE ODC Total 500.00$

Travel NTE Travel Total 5,000.00$

Total Estimated Base Year Price $

Table 1 - Labor Categories and Rate Table

Table 2 - Total Price Table

Sample Task Order Base Year Period of Performance: Date fo Award - One-Year

SAMPLE TASK PRICING TEMPLATE

(insert proposed work category)

L-2 DESCRIPTION OF KEY

PERSONNEL LABOR CATEGORIES

BY WORK CATEGORY

Attachment L-2

Description of Key Personnel Labor Categories by Work Category

Work Category 1 Capital Markets and Financial Industry Data Analysis (Section C.3.1)

Project Manager shall have a minimum of ten (10) years relevant work experience in the math, business administration or science fields with five (5) years of work experience as a manager with demonstrated ability to staff and manage technical projects. The Project Manager shall hold an advanced degree in social science, business, engineering or science.

The Project Manager shall demonstrate experience coordinating with other organizations that may deliver portions of a larger project, to ensure delivery of a high quality product, on time and within budget.

Senior Capital Markets and Financial Industry Data Analyst shall have a minimum of 7 years data analysis experience in capital markets/financial industry or economic analysis, with deep expertise in market related topics such as hedge funds, options, credit default swaps, mortgage backed securities, or municipal securities. The Senior Capital Markets and Financial Industry Data Analyst shall have knowledge of statistical methods, mathematical techniques, computer software and algorithms that are commonly applied in these areas. A Bachelor’s degree in Finance, Economics, Engineering, Operations Research, or Mathematics is essential. An MBA or MFE is desired. The Contractor shall demonstrate the ability to communicate effectively with financial economists, or other quantitative analysts and programmers and possess a broad knowledge of hardware/software technologies.

Work Category 2 Quantitative Analytical Support (Section C.3.2)

Project Manager shall have a minimum of ten (10) years relevant work experience in the math, business administration or science fields with five (5) years of work experience as a manager with demonstrated ability to staff and manage technical projects. The Project Manager shall hold an advanced degree in social science, business, or science. The Project Manager shall demonstrate experience coordinating with other organizations that may deliver portions of a larger project, to ensure delivery of a high quality product, on time and within budget.

Senior Statistical Programming Analyst shall have a minimum of a Master's degree in econometrics, finance, or related technical fields such as mathematics, engineering, operations research, computer science, or an MBA or MFE, and demonstrated experience of seven (7) years in data analysis including database design, statistical data analysis and reporting of research studies. The key personnel shall also demonstrate experience using advanced analytic techniques such as modern econometric methods, multivariate statistical analysis, clustering and segmentation, experimental design, optimization and text analytics. At least one year operational/regulatory financial analysis experience is preferred. The Contractor shall provide key personnel resources that have deep experience in managing and integrating large datasets using a variety of software packages, Base SAS Certification with at least 7 years of SAS programming, along with experience using packages such as EXCEL, STATA, MATLAB, Mathematica, Perl, Oracle 11g, MS ACCESS, R, S-PLUS, Python or SQL. The key personnel shall also demonstrate experience with Oracle relational databases, knowledge and experience in a systems environment, such as, MS Windows, Linux, and Unix that facilitates manipulation and processing of data is also required.

Statistical Programming Analyst shall have a minimum of a Bachelor’s degree, preferably in statistics, finance, economics, mathematics, engineering, or computer science and demonstrated experience with statistics and econometrics. A minimum of five (5) years of experience with SAS, Stata, R, or other statistics software is required with demonstrated experience using logic and analytic skills to develop solutions for analysis. The key personnel shall also demonstrate experience working with large or complex datasets, such as trades and quotes data. The key personnel shall hold Base SAS Certification with at least 5 years SAS programming, and demonstrate a high level of proficiency with Microsoft Excel (advanced formulas and VBA), STATA, MATLAB, Mathematica, Perl, Oracle 11g, MS Access, R, S-PLUS, Python or SQL. Knowledge and experience in a systems environment, such as, MS Windows, Linux, and Unix that facilitates manipulation and processing of data is also highly desired.

Work Category 3 Analytic Development Environment Database Support (Section C.3.3) math, business administration or science fields with five (5) years of work experience as a manager with demonstrated ability to staff and manage technical projects. The Project Manager shall hold an advanced degree in social science, business, or science. The Project Manager shall demonstrate experience coordinating with other organizations that may deliver

Senior Data Modeler shall have a minimum of seven years of experience and expertise with modeling tools, demonstrated experience in data warehousing, business intelligence on multiple databases and within a financial data environment. The data modeler shall have a minimum of a Bachelor’s degree in computer science, information science, or applied mathematics; a graduate degree in financial engineering, business, computer science, or information systems engineering management is also preferred. The key personnel shall demonstrate outstanding programming skills and sound ability to recommend and execute scalable and flexible solutions to support analytical projects. The key personnel shall demonstrate strong fundamental knowledge and experience using data integration tools. The Contractor shall provide key personnel with sound SQL query experience and experience working with Oracle RAC database instances. Oracle DCP certification is desirable.

Lead Data Modeler shall have a minimum of five years of experience and expertise with modeling tools, knowledge of data warehousing and business intelligence with experience on many databases and within a financial data environment. The lead data modeler shall have a minimum of a Bachelor’s degree in computer science, information science, financial engineering, applied mathematics, or other related degree. Personnel with a graduate degree in business, financial engineering, computer science, or information systems management are desired. The Contractor shall demonstrate experience in Oracle, SQL server, Sybase and other databases. The key personnel shall demonstrate outstanding design skills to empower analytical solutions.

Work Category 4 Communication and Technical Writing Support (Section C.3.4) math, business administration or science fields with five (5) years of work experience as a manager with demonstrated ability to staff and manage technical projects. The Project Manager shall hold an advanced degree in social science, business, or science. The Project Manager shall demonstrate experience coordinating with other organizations that may deliver

Senior Technical Writer shall have a Bachelor’s Degree or higher in Technical Writing or equivalent with a thorough understanding of English writing principles. Knowledge of economics, statistics, and analytical methods is desired. The Contractor must demonstrate excellent written communication skills, expert knowledge of MS Office Products, 5-7 years of IT technical writing experience; and experience with tools such as MS SharePoint, requirements documentation, Configuration Management, Use Cases, UML, data structure, etc. is essential.

Work Category 5 Text Analytics Support (Section C.3.5) math, business administration or science fields with at a minimum five (5) years of experience as a manager with demonstrated ability to staff and manage technical projects.

The Project Manager shall hold an advanced degree in social science, business, or science.

The Project Manager shall demonstrate experience coordinating with other organizations that may deliver portions of a larger project, to ensure delivery of a high quality product, on time and within budget.

Text Analytical Programming Analyst shall have a minimum of a Master’s degree in information systems, computer science, linguistics, or related technical field such as econometrics, finance, mathematics, engineering, operations research, or an MBA, and demonstrated experience of four (4) years in unstructured data analysis including text analysis. The key personnel shall also demonstrate experience using advanced analytic techniques such as latent semantic analysis, named-entity recognition, and part-of-speech tagging. At least one year operational/regulatory analysis experience is preferred. The Contractor shall provide resources that have deep experience in creating, managing, and analyzing large text corpora using a variety of software packages similar to NLTK, gensim, Apache OpenNLP, Stanford NER, and LingPipe, along with experience using packages such as EXCEL, STATA, MATLAB, Mathematica, Perl, Oracle 11g, MS ACCESS, R, S-PLUS, Python or SQL. The key personnel shall also demonstrate experience with Oracle relational databases, knowledge and experience in a systems environment, such as, MS Windows, Linux, and Unix that facilitates manipulation and processing of data is also required.

Statistical Programming Analyst shall have a minimum of a Bachelor’s degree, preferably in statistics, finance, economics, mathematics, engineering, or computer science and demonstrated experience with statistics and econometrics. A minimum of five (5) years experience with SAS, Stata, R, or other statistics software is required with demonstrated experience using logic and analytic skills to develop solutions for analysis. The key personnel shall also demonstrate experience working with large or complex datasets, such as trades and quotes data.