NDA TACP CASS.pdf

074-8433-116 (Rev 1/26/11) Amended TACP CASS Page 1 of 3

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”), with an Effective Date as of the date last signed below, is between Rockwell Collins Network Enabling Software, Inc. a Pennsylvania corporation with offices at 12365 First American Way, Poway, CA 92064 (hereinafter referred to as “Rockwell Collins”), and a __________________corporation with an office at __________________________________________________ (hereinafter referred to as “Participant“), either or both of which entities may be referred to individually or collectively as “Party” or “Parties”, respectively.

WHEREAS, Rockwell Collins is the developer and owner of the proprietary Tactical Air Control Party Close Air Support System Version 1.4.2 and upcoming Version 1.4.4 software, software documentation and technical data (hereinafter referred to as “Proprietary Information”) and the Electronic Systems Center, Hanscom Air Force Base (hereinafter “the Government”) desires to provide this Proprietary Information to Participant solely for the purpose of the TACP CASS Software Version 1.4.5 Procurement under solicitation ________________________ (hereinafter referred to as “Purpose” or “Program”).

NOW, THEREFORE, the Participant hereby agrees as follows:

1. Definition. “Proprietary Information” means all computer software, computer software documentation and technical data received from the Government related to TACP CASS Software Versions 1.4.2 and 1.4.4, in hardcopy or electronic form.

2. Permissible Use. Proprietary Information may only be used by the Participant for the Purpose set forth above.

3. Disclosure of Proprietary Information. Participant agrees to keep in confidence and prevent the unauthorized use or the disclosure of Proprietary Information received, to any person or persons outside the Participant’s organization and limit the disclosure inside its organization to employees having a need-to-know the Proprietary Information. It is incumbent on the Participant to ensure that the nondisclosure obligations of this Agreement are known and understood by all recipients of the Proprietary Information. The Participant shall exercise at least the same degree of care as the Participant takes to safeguard its own Proprietary Information. Upon discovery of an unauthorized disclosure, the Participant will promptly notify Rockwell Collins in writing of the circumstances and actions planned and taken to mitigate the disclosure.

4. Exceptions. The above restrictions on use and disclosure shall not apply to such Proprietary Information which, as evidenced by written records, is:

a. in the public domain through no fault of the Participant or in the possession of the Participant without restriction at the time of receipt under this Agreement;

b. independently developed by the Participant;

c. disclosed lawfully and without restriction to the Participant from a source other than Rockwell Collins;

d. made available by Rockwell Collins to a third party other than any U. S Government agency, on an unrestricted, non-confidential basis.

5. Term. The term of this Agreement during which time the Proprietary Information may be used by the Participant shall be through the latter of the following, at which time this Agreement shall terminate:

a. award of the Program by the Government after final determination of any protest(s);

b. decision by the Government not to award the Program;

c. cancellation of the TACP Version 1.4.5 procurement;

The term of this Agreement during which Proprietary Information shall be kept confidential, shall be for a period of 10 years after the termination of this Agreement.

6. Awardee: If the Participant is the final successful awardee of the Program and the Proprietary Information is required for performance, Participant agrees to enter into a License Agreement with Rockwell Collins for authorization to use the Proprietary Information for a period required to support the Program.

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7. Copies. Any copies of the Proprietary Information made by the Participant shall reproduce all markings and legends contained thereon.

8. Warranty/License. The Proprietary Information is provided “AS IS”. Rockwell Collins does not warrant that the

Proprietary Information will meet the requirements of the Participant and is not responsible or liable whatsoever under this Agreement for any use of Proprietary Information by the Participant.

9. Rights. Except as granted herein, neither the execution of this Agreement nor the furnishing of the Proprietary

Information shall be construed as granting, either expressly or by implication or otherwise, any license under any invention or patent or other intellectual property now or hereafter owned by or controlled by Rockwell Collins. None of the Proprietary Information disclosed shall constitute any representation or warranty by the Rockwell Collins with respect to the infringement of patents, copyrights, trademarks, trade secrets, or any other rights of third persons.

10. Termination. The Participant’s obligations with respect to Proprietary Information received are not affected by the termination of this Agreement. Upon the termination of this Agreement, the Participant shall cease all use, to include knowledge gained thereof, and destroy the Proprietary Information, to include all copies and extracts thereof. A destruction certificate signed by Participant’s duly authorized representative shall be sent to Rockwell Collins to the addressee specified in paragraph 15.

11. Injunctive Relief. Participant acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause Rockwell Collins irreparable harm and that Rockwell Collins shall have the right to injunctive relief without the requirement to demonstrate irreparable harm in order to prevent such unauthorized use or disclosure.

12. Choice of Law. This Agreement shall be governed by and interpreted in accordance with the substantive laws of the

State of New York, without regard to its conflict of law rules.

13. Correspondence. All correspondence shall be sent to:

__________________________________ Rockwell Collins Network Enabling Software, Inc.

Participant Company Name

__________________________________ C. M. Camp (Name) (Name)

__________________________________ 400 Collins Rd NE (Address) (Address) __________________________________ Cedar Rapids, IA 52498 (City, State, ZIP) (City, State, ZIP)

__________________________________ 972-705-1231/972-705-3692 (Telephone/Fax) (Telephone/Fax)

__________________________________ cmcamp@rockwellcollins.com (Email) (Email)

14. Assignment. Participant may not assign or otherwise transfer this Agreement or any of its rights and obligations hereunder to any third party without the prior consent in writing from Rockwell Collins.

15. Amendment. This Agreement shall not be amended or modified, nor shall any waiver of any right hereunder be effective unless set forth in a document executed by duly authorized representatives of the Parties.

16. Waiver. The failure to exercise any right under this Agreement shall not be deemed to be a waiver of such right, and shall not affect the right to enforce each and every right hereof. The waiver of any breach of any term, provision, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent, actionable breach.

17. Entire Agreement. This Agreement contains the entire understanding between the Parties relative to the protection of Proprietary Information for the Purpose stated above. If any portion of this Agreement is held to be invalid, such decision shall not affect the validity of the remaining portions.

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AGREED:

_______________________________________ ROCKWELL COLLINS

_______________________________________ NETWORK ENABLING SOFTWARE, INC.

Participant Company Name

By: ______________________________________ By: __ ________ (Signature) (Signature)

_______________________________________ C. M. Camp______________________ (Printed Name) (Printed Name)

_______________________________________ Manager, Contracts________________ (Title) (Title) _______________________________________ __20 July 2012____________________ (Date) (Date)