NDA - DCGS-N Inc 2_Final.pdf

Distributed Common Ground System, Navy – Increment 2 (DCGS-N Inc 2)

Bidder’s Repository Use and Non-Disclosure Agreement (NDA)

The undersigned, _____________________________, an authorized representative of

______________________________, (herein referred to as the “Recipient”) requests that the

Government provide the Recipient with technical data (herein referred to as “Data”) identified in the most current version of the .pdf document entitled “Distributed Common Ground System –

Navy, Increment 2 (DCGS-N Inc 2) RFI - MKTSVY 0015F2B2” posted on the SPAWAR e-

Commerce website. By submitting this NDA the Recipient represents that it is a U.S. DoD contractor. As used in this agreement, the term “Contractor” means the entity that holds title to the Data. In consideration for receiving such Data, the Recipient agrees to use the Data strictly in accordance with this Agreement:

(1) The Recipient shall:

(a) Use, modify, reproduce, or display Data marked with Unlimited Rights (if data is unmarked it entails unlimited rights), Government Purpose Rights (or variations thereof), or SBIR data rights legends only for government purposes directly related to its response to the DCGS-N Inc 2 RFI and shall not do so for any commercial purpose. The Recipient shall not release, perform, display, or disclose these Data, without the express written permission of the DCGS-N Inc 2 Procuring Contracting Officer (PCO), to any other company, to include all affiliates and subsidiaries of the above noted company and subcontractors and prospective subcontractors.

(2) Up to two (2) people may be listed as Points of Contact below and receive access to the

AMRDEC website; however, these persons are not required to sign the NDA. The points of contact may distribute the Data to others within their organization, provided that the Data is handled in accordance with the applicable distribution statement.

(3) The Recipient agrees to adopt or establish operating procedures and physical security measures designed to protect these Data from inadvertent release or disclosure to unauthorized persons or third parties. The Recipient is responsible for overseeing use of proper procedures and handling of military critical technology data that they provide to their staff. Procedures for use, storage, and disposition of the military critical data shall be handled in full compliance with each company's approved DD Form 2345.

(4) The Recipient agrees to accept these Data “as is” without any Government representation as to suitability for intended use or warranty whatsoever. This disclaimer does not affect any obligation the Government may have regarding Data specified in a contract for the performance of that contract.

(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of Data received from the Government with restrictive legends by the Recipient or any person to whom the Recipient has released or disclosed the Data.

(6) The Government reserves the right to limit or restrict a Recipient’s access to the Data should the Recipient breach any terms or conditions of this agreement. Further, a Recipient’s breach may result in violation of the Trade Secrets Act (18 U.S.C. § 1905), which can result in criminal and/or civil penalties.

(7) For data created by a Contractor, the Recipient is also executing this Agreement for the benefit of the Contractor. The Contractor is a third party beneficiary of this Agreement who, in addition to any other rights it may have, is intended to have the rights of direct action against the

Recipient or any other person to whom the Recipient has released or disclosed the Data, to seek damages from any breach of this Agreement or to otherwise enforce this Agreement.

(8) The Recipient agrees to destroy these Data, and all copies of the Data in its possession, no later than 30 days after submission of a white paper in response to the Government’s Sources

Sought or as otherwise notified by the Government. The Recipient also agrees to have all persons to whom it released the Data do so by that date, and to notify the DCGS-N Inc 2 PCO that the Data have been destroyed.

(9) This Agreement shall be effective for the period commencing with the Recipient's execution of this Agreement and ending one year after the closing of the submission period for white papers in response to the DCGS-N Inc 2 RFI. The obligations imposed by this Agreement shall survive the expiration or termination of the Agreement.

(10) The Recipient shall provide a valid Joint Certification Program (JCP) number, cage code, and contact information for a primary point of contact. The contractor’s primary point of contact for this effort, along with the two representatives identified below who will be accessing

Government furnished technical Data for this effort shall be located at the facility coinciding with the Cage Code identified below.

(11) The Recipient understands that certain information related to the DCGS-N Inc 2 technical documentation is considered to be sensitive with respect to the International Traffic in Arms

Regulations and that this information is restricted to U.S. citizens only. The Recipient agrees to limit access to the information to its identified employees with U.S. Citizenship. Recipient also agrees to not disseminate technical data obtained from the DCGS-N Inc 2 technical documents to third parties.

(12) The Recipient agrees that the documents provided as part of the DCGS-N Inc 2 RFI may contain technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., Sec. 2751 et seq.) or the Export Administration Act of 1979, as amended (Title 50, U.S.C., App. 2401, et seq.). Violations of these export laws are subject to severe criminal penalties. Dissemination is in accordance with provisions of OPNAVINST 5510.161, and DoD

Directive 5230.25. The Recipient agrees that these are Unclassified/Limited Distribution documents and they shall be handled using the same standard as "For Official Use Only

(FOUO)" material, and will be destroyed by any method that will prevent disclosure of contents or reconstruction of the document pursuant to DOD Directive 5230.24.

Recipient's/ Contractor’s Name ________________________________________

Authorized Representative's typed name ________________________________________

(Authorized Representative's signature)

Date

Address of Contractor: ________________________________________

Joint Certification Program Number (Obtain through https://public.logisticsinformationservice.dla.mil/jcp/search.aspx)

CAGE Code

DUNS Number ________________________________________

Name of Contractor's Primary Point of Contact ________________________________________

Phone Number ________________________________________

E-mail Address ________________________________________

Representatives accessing technical Data:

1) Name of Point of Contract ________________________________________

E-mail address / Phone Number ________________________________________

2) Name of Point of Contract ________________________________________

E-mail address / Phone Number ________________________________________