Attachment_2_-_NonDisclosure_Agreement_-_Employee.pdf

SECHQ1-12-R-T-002

Attachment 2

Attachment B

NON-DISCLOSURE AGREEMENT (CONTRACT EMPLOYEE)

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 is 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

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;

• Section 45(a) of the Investment Company Act, 15 U.S.C. § 80a-44 (disclosure and 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 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. I acknowledge that I have reviewed and will comply with the company’s established policies and procedures on safeguarding SEC personally identifiable information (PII) and other confidential or non-public information as required by Clause 6012.05 Personally Identifiable Information (PII).

L. I affirm that handling electronic SEC personally identifiable information (PII) and other confidential or non-public information will done in compliance with SEC Clause 6012.06 Security Requirements.

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.

N. 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.

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

O. 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.

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 1/12/2012