W15QKN-25-X-13A2--Non_Disclosure--Non_Use_Agreement_(NDA).docx

Sources Sought No.: W15QKN-25-X-13A2 Program: M777 Digital Fire Control Hardware

NON-DISCLOSURE AND NON-USE AGREEMENT

This Agreement is made by a recipient Organization, (name / address of recipient Organization)__________ (hereafter referred to as the "Recipient" or “Recipient Organization”), with the U.S. Army Contracting Command-New Jersey (ACC-NJ), Picatinny Arsenal, NJ 07806-5000 (hereinafter referred to as "ACC-NJ" or “CCNJ”). Recipient has requested that ACC-NJ supply Recipient with a copy of technical DATA, software, and other information (i.e. Performance Characteristics), for the M777 Digital Fire Control Hardware sources sought notice, (hereafter referred to collectively as the “DATA”), originated by the ACC-NJ, Picatinny Arsenal, NJ. 07806; point of contact: Mr. Daniel Rakauskas and Ms. Klaudia A. Grabias, via email daniel.s.rakauskas.civ@army.mil and klaudia.a.grabias.civ@army.mil, via email. The DATA is being requested of ACC-NJ by Recipient for the purposes to response to sources sought notice W15QKN-25-X-13A2),. In consideration for ACC-NJ agreeing to furnish such DATA to Recipient for such purposes, the Recipient hereby agrees to the following:

1. Recipient warrants that the said DATA shall only be used for the purposes requested, and to perform under sources sought notice for the U.S. Government, (no. W15QKN-25-X-13A2), and for no other purposes.

2. Recipient shall not divulge the DATA to any third party. Recipient hereby agrees that all said defined “DATA” shall be subject to the legend in the Attachment to this Agreement. Recipient shall also obey the restrictions contained on any other restrictive legend appearing on said DATA. Recipient shall not remove any such legends associated with said DATA. The legends shall appear on any reproduction by Recipient of all, or of any portions of said DATA. Recipient shall adopt physical security measures to prevent improper use of or divulgence of the DATA.

3. Recipient shall promptly return all DATA and copies thereof in whatever form or embodiment existing, to the U.S. Army ACC upon request. The DATA and inventions embodied therein shall at all times remain the property of the U.S. Government, including any reproductions or embodiments of all or of any parts thereof. Any improvements made by Recipient to said DATA and inventions embodied therein shall become the exclusive property of the U.S. Government.

4. It is understood and accepted that the obligations of non-use and non-disclosure herein shall be obligations of Recipient itself and persons who are officers, directors, or employees thereof, and also any other business entity that Recipient owns or controls to receive any of the said DATA.

5. Recipient shall conform to the Export Laws of the United States, and obey the Army's directives regarding non-export and nondisclosure of said DATA, (or items manufactured by utilizing same), even if Recipient's facility may not be located within the United States of America.

6. No license is provided to Recipient by the provision of DATA under this Agreement. No representation or warranty is made or given as to the safety or suitability of any DATA which may be provided hereunder or of items or processes made there from. No representation or warranty is made or given as to the existence or possibility of any intellectual property rights claims in said DATA, including but not limited to patent, copyright and trade secret claims. As a condition precedent to provision of Data, Recipient and such persons do hereby expressly agree to indemnify and hold harmless the U.S. Government, its agencies and instrumentalities against any and all suits, actions, claims, costs or demands (including without limitation, for death or personal injury of any persons, and for any property damage), occasioned by use of such Data.

7. If ACC-NJ provides Recipient with physical models, samples or experimental apparatus for Recipient's evaluation hereunder, Recipient agrees not to reverse engineer such items, nor to disassemble same to learn their design for unauthorized use of ACC-NJ’s technology.

FOR RECIPIENT ORGANIZATION

By: _______________________________ (Authorized Signature) (Typed Name-Title)

ATTACHMENT

RESTRICTED ACCESS DATA

U.S. ARMY TECHNICAL INFORMATION

THIS DOCUMENT CONTAINS TECHNICAL DATA THAT ARE THE PROPERTY OF THE UNITED STATES ARMY PICATINNY ARSENAL. ALL RIGHTS ARE RESERVED TO PICATINNY ARSENAL ONLY. THESE TECHNICAL DATA SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THOSE FOR WHICH FURNISHED NOR DISTRIBUTED OR REPRODUCED OR ANY PART THEREOF REVEALED IN ANY MANNER TO PERSONS OTHER THAN THE INDIVIDUALS OR ORGANIZATIONS SPECIFIED HERE WITH TO RECEIVE THEM. THIS LEGEND MUST BE INCLUDED ON ANY REPRODUCTION OF THIS MATERIAL OR PORTIONS THEREOF.